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                                        "BIG FISH"

                                        Written by

                                       John August

                                  Based on the novel by

                                      Daniel Wallace

                                  Final Production Draft

                

               This is a Southern story, full of lies and fabrications, but 
               truer for their inclusion. 

               FADE IN:

               A RIVER.

               We're underwater, watching a fat catfish swim along.

               This is The Beast.

                                     EDWARD (V.O.)
                         There are some fish that cannot be 
                         caught. It's not that they're faster 
                         or stronger than other fish. They're 
                         just touched by something extra. 
                         Call it luck. Call it grace. One 
                         such fish was The Beast.

               The Beast's journey takes it past a dangling fish hook, baited 
               with worms. Past a tempting lure, sparkling in the sun. Past 
               a swiping bear claw. The Beast isn't worried.

                                     EDWARD (V.O.)
                         By the time I was born, he was already 
                         a legend. He'd taken more hundred-
                         dollar lures than any fish in Alabama. 
                         Some said that fish was the ghost of 
                         Henry Walls, a thief who'd drowned 
                         in that river 60 years before. Others 
                         claimed he was a lesser dinosaur, 
                         left over from the Cretaceous period.

               INT. WILL'S BEDROOM - NIGHT (1973)

               WILL BLOOM, AGE 3, listens wide-eyed as his father EDWARD 
               BLOOM, 40's and handsome, tells the story. In every gesture, 
               Edward is bigger than life, describing each detail with 
               absolute conviction.

                                     EDWARD
                         I didn't put any stock into such 
                         speculation or superstition. All I 
                         knew was I'd been trying to catch 
                         that fish since I was a boy no bigger 
                         than you.
                              (closer)
                         And on the day you were born, that 
                         was the day I finally caught him.

               EXT. CAMPFIRE - NIGHT (1977)

               A few years later, and Will sits with the other INDIAN GUIDES 
               as Edward continues telling the story to the tribe.

                                     EDWARD
                         Now, I'd tried everything on it: 
                         worms, lures, peanut butter, peanut 
                         butter-and-cheese. But on that day I 
                         had a revelation: if that fish was 
                         the ghost of a thief, the usual bait 
                         wasn't going to work. I would have 
                         to use something he truly desired.

               Edward points to his wedding band, glinting in the firelight.

                                     LITTLE BRAVE
                              (confused)
                         Your finger?

               Edward slips his ring off.

                                     EDWARD
                         Gold.

               While the other boys are rapt with attention, Will looks 
               bored. He's heard this story before.

                                     EDWARD
                         I tied my ring to the strongest line 
                         they made -- strong enough to hold 
                         up a bridge, they said, if just for 
                         a few minutes -- and I cast upriver.

               INT. BLOOM FRONT HALL - NIGHT (1987)

               Edward is chatting up Will's pretty DATE to the homecoming 
               dance. She is enjoying the story, but also the force of 
               Edward's charisma. He's hypnotizing.

                                     EDWARD (CONT'D)
                         The Beast jumped up and grabbed it 
                         before the ring even hit the water. 
                         And just as fast, he snapped clean 
                         through that line.

               WILL, now 17 with braces, is fuming and ready to leave. His 
               mother SANDRA -- from whom he gets his good looks and 
               practicality -- stands with him at the door.

                                     EDWARD
                         You can see my predicament. My wedding 
                         ring, the symbol of fidelity to my 
                         wife, soon to be the mother of my 
                         child, was now lost in the gut of an 
                         uncatchable fish.

               ON WILL AND SANDRA

                                     WILL
                              (low but insistent)
                         Make him stop.

               His mother pats him sympathetically, then adjusts his tie.

                                     WILL'S DATE
                         What did you do?

                                     EDWARD
                         I followed that fish up-river and 
                         down-river for three days and three 
                         nights, until I finally had him boxed 
                         in.

               Will regards his father with exasperated contempt.

                                     EDWARD
                         With these two hands, I reached in 
                         and snatched that fish out of the 
                         river. I looked him straight in the 
                         eye. And I made a remarkable 
                         discovery.

               INT. TINY PARIS RESTAURANT (LA RUE 14°) - NIGHT (1998)

               WILL, now 28, sits with his gorgeous bride JOSEPHINE. This 
               is their wedding reception, crowded with their friends and 
               family. They should be joyful, but Will is furious.

               Edward has the floor, ostensibly for a toast. The room is 
               cozy and drunk.

                                     EDWARD
                         This fish, the Beast. The whole time 
                         we were calling it a him, when in 
                         fact it was a her. It was fat with 
                         eggs, and was going to lay them any 
                         day.

               Over near the doorway, we spot Sandra, just returned from 
               the restrooms. She looks gorgeous. She couldn't be any happier 
               if this were her own wedding.

                                     EDWARD
                         Now, I was in a situation. I could 
                         gut that fish and get my ring back, 
                         but doing so I would be killing the 
                         smartest catfish in the Ashton River, 
                         soon to be mother of a hundred others.

               Will can't take any more. Josephine tries to hold him back, 
               but he gets up and leaves. Edward doesn't even notice.

                                     EDWARD
                         Did I want to deprive my soon-to-be-
                         born son the chance to catch a fish 
                         like this of his own? This lady fish 
                         and I, well, we had the same destiny.

               As he leaves, Will mutters in perfect unison with his father --

                                     EDWARD AND WILL
                         We were part of the same equation.

               Will reaches the door, where his mother intercepts him.

                                     SANDRA
                         Honey, it's still your night.

               Will can't articulate his anger. He just leaves.

                                     EDWARD
                         Now, you may well ask, since this 
                         lady fish wasn't the ghost of a thief, 
                         why did it strike so quick on gold 
                         when nothing else would attract it?
                              (closer; he holds up 
                              his ring)
                         That was the lesson I learned that 
                         day, the day my son was born.

               He focuses his words on Sandra. This story is -- and has 
               always been -- about her more than anyone.

                                     EDWARD
                         Sometimes, the only way to catch an 
                         uncatchable woman is to offer her a 
                         wedding ring.

               A LAUGH from the crowd.

               Edward motions for Sandra to get up here with him. As she 
               crosses, we can see that thirty years of marriage has not 
               lessened their affection for each other.

               As they kiss, Edward tweaks her chin a special little way.

               The crowd APPLAUDS.

               Edward toasts the happy couple. Josephine covers well for 
               her absent husband, a smile as warm as summer.

               Edward downs his champagne in a gulp.

               EXT. OUTSIDE LA RUE 14° - NIGHT

               We come into the middle of an argument on the sidewalk. 
               Occasional PASSERSBY take notice, especially as it gets more 
               heated. Both men are a little drunk.

                                     EDWARD
                         What, a father's not allowed to talk 
                         about his son?

                                     WILL
                              (disbelieving)
                         I am a footnote in that story. I am 
                         the context for your great adventure. 
                         Which never happened! Incidentally! 
                         You were selling novelty products in 
                         Wichita the day I was born.

                                     EDWARD
                              (shaking his head)
                         Jesus Christ.

                                     WILL
                         Friend of yours? Did you help him 
                         out of a bind?

                                     EDWARD
                         Come on, Will. Everyone likes that 
                         story.

                                     WILL
                         No Dad, they don't. I do not like 
                         the story. Not anymore, not after a 
                         thousand times. I know all the 
                         punchlines, Dad. I can tell them as 
                         well as you can.
                              (closer)
                         For one night, one night in your 
                         entire life, the universe does not 
                         revolve around Edward Bloom. It 
                         revolves around me and my wife. How 
                         can you not understand that?

               A long beat, then...

                                     EDWARD
                              (low)
                         Sorry to embarrass you.

               Will won't let him get the last word.

                                     WILL
                         You're embarrassing yourself, Dad. 
                         You just don't see it.

               ANGLE ON Edward. Fine. A hand to wave, enough of you.

               He walks away.

               ANGLE ON Will, still fuming with righteous anger. It's then 
               we FREEZE FRAME.

                                     WILL (V.O.)
                         After that night, I didn't speak to 
                         my father again for three years.

               INT. A.P. NEWSROOM (PARIS) - DAY

               A typically busy day. On hold with the phone cradled under 
               an ear, Will sorts through a bundle of mail dropped on his 
               desk.

                                     WILL (ON PHONE)
                              (without pauses)
                         William Bloom with the Associated 
                         Press if I could just...

               He's put back on hold. Returning to the mail, he finds a 
               hand-addressed envelope. Rips it open.

                                     WILL (V.O.)
                         We communicated indirectly I guess. 
                         In her letters and Christmas cards, 
                         my mother would write for both of 
                         them.

               INT. BLOOM HOUSE KITCHEN - DAY

               At the table, Sandra talks on the phone while Edward fixes a 
               sandwich.

                                     WILL (V.O.)
                         When I'd call, Mom would say that 
                         Dad was out driving. Or swimming in 
                         the pool.

               Edward takes a seat, starting to eat his sandwich.

                                     WILL
                         True to form, we never talked about 
                         our not talking.

               INT. BLOOM HOUSE MASTER BEDROOM - NIGHT

               Sandra stands by the window, watching as...

               EXT. BLOOM BACK YARD - NIGHT [CONTINUOUS]

               Edward swims laps in the family pool. He's born to the water.

                                     WILL (V.O.)
                         The truth is, I didn't see anything 
                         of myself in my father, and I don't 
                         think he saw anything of himself in 
                         me. We were like strangers who knew 
                         each other very well.

               EXT. RIVER - DAY

               Edward stares intently into the water, a lion in wait.

                                     WILL (V.O.)
                         In telling the story of my father's 
                         life, it's impossible to separate 
                         the fact from the fiction, the man 
                         from the myth. The best I can do is 
                         to tell it the way he told me.

               We LOOK DOWN at the river, where Edward's reflection is caught 
               in the dark water. As the water ripples past, something 
               changes.

               Sure enough, as we LOOK UP again, it's a younger EDWARD BLOOM, 
               20's, staring into the water. He's not just handsome, not 
               just charming. It's as if all the forces of the natural world 
               had conspired to create him.

                                     WILL (V.O.)
                         It doesn't always make sense, and 
                         most of it never happened.

               Suddenly, this Edward thrusts both hands into the water, 
               grabbing hold of

               THE BEAST.

               He brings the catfish up to his face. Looks it right in the 
               eye. A beat, then the Beast spits out Edward's gold ring.

                                     WILL (V.O.)
                         But that's what kind of story this 
                         is.

               Smiling, Edward takes the ring, then throws the Beast back 
               into the water with a splash.

               TITLE OVER:

                                         BIG FISH

               INT. HOSPITAL ROOM - DAY

               Young Dr. Bennett stands between the Wife's legs. She's 
               flustered and sweating, but the doctor has a comforting 
               bedside manner...

                                     YOUNG DR. BENNETT
                         Now, Mrs. Bloom, I'll need you to 
                         give me one good push. On three. 
                         One...

               Suddenly, we hear a POP as a slimy mass of human being rockets 
               into the doctor's unprepared hands. Bennett tries to hold 
               tight, but the infant is slippery like a fish. It shoots up 
               into air.

               The NURSES and the Husband try to grab the baby, but no one 
               can hold it. As the newborn sails upward TOWARDS CAMERA, we 
               can see a GIGGLING SMILE on its face.

               As it falls, the newborn knocks over a tray, which provides 
               it a ramp to slide right out of the room. Everyone races 
               after it.

               INT. HOSPITAL HALLWAY - DAY

               Bursting through the doors --

                                     YOUNG DR. BENNETT
                         Grab that baby!

               A NURSE finally scoops up the slippery baby. Everyone lets 
               out a collective sigh of relief.

                                     WILL (V.O.)
                         My father's birth would set the pace 
                         for his unlikely life. No longer 
                         than most men's, but larger. And as 
                         strange as his stories got, the 
                         endings were always the most 
                         surprising of all.

               INT. HALF-DARK PARIS APARTMENT - (PRESENT) DAY

               Over the sound of rain, a phone RINGS on a chair. By the 
               tone of the ring, we know we're not in the U.S. -- it has 
               that insistent European sound.

               As it keeps RINGING, we look to see the apartment is mostly 
               empty, just a few half-unpacked boxes. A cradle is still in 
               its carton.

               KEYS in the lock. LAUGHTER in the hallway. The door swings 
               open to reveal a drenched Will (29) carrying four sacks of 
               groceries, the bottoms collapsing from the rain. His wife 
               Josephine (28) pushes past him to get the phone.

                                     JOSEPHINE
                         Allo oui?

               Will begins stripping out of his wet clothes, each layer 
               unleashing a new drizzle. He plays it up, trying to get a 
               reaction out of Josephine.

                                     JOSEPHINE
                              (on phone)
                         Yes, he's here.

               She hands the phone to Will, concerned.

                                     JOSEPHINE
                         It's your mother.

               Half-stripped, Will takes the phone. This won't be good news.

                                     WILL
                              (on phone)
                         Hi. Uh-huh. Uh-huh.

               As Josephine takes off her rain coat, we see she is very, 
               very pregnant. She listens carefully to Will's side of the 
               conversation, trying to gauge how bad the news is.

                                     WILL (CONT'D)
                         What does Dr. Bennett say? Okay. No, 
                         sure, let me talk to him. I'll wait.

               He covers the mouthpiece. Looks over to Josephine.

                                     JOSEPHINE
                         It's bad.

                                     WILL
                         It's more than they thought. They're 
                         going to stop chemo.

                                     JOSEPHINE
                         You need to go.

                                     WILL
                         Probably tonight.

               A beat.

                                     JOSEPHINE
                         I'm going with you.

                                     WILL
                         You don't have to.

                                     JOSEPHINE
                              (a simple fact)
                         I'm going with you.

               INT. AIR FRANCE 747 - NIGHT

               As the plane continues boarding, a STEWARDESS recites the 
               welcome spiel in French. Will has a window seat in coach. 
               Josephine sits beside him, putting on hand lotion.

               Taking his hands, she rubs the excess into him. There's an 
               effortless intimacy between them. She can pinpoint what he's 
               feeling before he can.

               INT. 747 / FLYING - NIGHT

               Hours later, and the lights are dimmed. Most of the PASSENGERS 
               are asleep, including Josephine. Her head is propped against 
               Will's shoulder, her hands tucked under her belly.

               Will watches her sleep, brushing back her hair. A beat, then 
               he notices a BORED BOY in the next row over.

               Off the glow of the reading light, the boy is using his hands 
               to cast shadows on the seat back. The kid is pretty good, 
               making a convincing bird, a passable monkey, and finally a 
               dog.

               We PUSH IN on the silhouettes.

                                     EDWARD (O.S., PRELAP)
                         So which one's it gonna be? The Monkey 
                         in the Barn, the Dog in the Road?

               Focusing on the final shadow, we...

                                                              MATCH CUT TO:

               INT. BLOOM HOUSE - NIGHT

               ...come to find Edward making the shapes.

               Will (6) sits in his pajamas on the floor next to him. The 
               endtable lamp lies between them, its shade off to cast big 
               shadows on the wall.

                                     WILL
                         The one about the witch.

                                     EDWARD
                         Your mom says I can't tell you that 
                         one anymore. You get nightmares.

                                     WILL
                         I'm not scared.

               Edward looks around for a beat, seeing if his wife is in 
               earshot. He then leans in, complicitous.

                                     EDWARD
                         Neither was I. At first.

               Will smiles, excited to hear the forbidden story.

                                     EDWARD
                         This all happened in the swamp outside 
                         of Ashton. Kids weren't supposed to 
                         go out in the swamp, on account of 
                         the snakes and spiders and quicksand 
                         that would swallow you up before you 
                         could even scream. But there were 
                         five of us out there that night: Me, 
                         Ruthie, Wilbur Freely, and the Price 
                         Brothers, Don and Zacky.

               Edward holds up his hand, counting the names on his fingers.

                                     EDWARD
                         Not a one of us knew what was in 
                         store.

               As his hand moves past the light, we

                                                                   COME TO:

               A flashlight SWEEPS past. We are...

               EXT. FIELD AT THE SWAMP EDGE - NIGHT

               The night is WHIRRING and BREATHING, alive. The moon hangs 
               low, casting long shadows.

               Five kids walk past in silhouette. Four have flashlights on. 
               The fifth keeps tripping, crashing into YOUNG EDWARD (10).

                                     EDWARD
                         Zacky, turn your flashlight on!

                                     ZACKY
                         I don't got any batteries!

               Red-headed ZACKY PRICE is 10. His brother DON PRICE is 12, 
               and a lot bigger than the others. 

                                     DON PRICE
                         Then why'd you bring it?

                                     ZACKY
                         I don't want to be in the swamp with 
                         a witch and no flashlight.

               WILBUR FREELY, also 10, is the black asthmatic son of a 
               sharecropper. Redheaded RUTHIE MACKLIN, 8, is happy just to 
               be there.

                                     EDWARD
                         Is it true she got a glass eye?

                                     WILBUR FREELY
                         I heard she got it from Gypsies.

                                     EDWARD
                         What's a Gypsy?

                                     ZACKY
                         Your momma's a Gypsy.

                                     DON PRICE
                         Your momma's a bitch.

                                     RUTHIE
                         You shouldn't swear. There's ladies 
                         present.

                                     DON PRICE
                         Shit.

                                     ZACKY
                         Damn.

                                     WILBUR FREELY
                         Screw.

                                     EDWARD
                              (whispering)
                         Turn off your flashlights! She'll 
                         see 'em.

               MOVING UP behind the kids, we find ourselves at the gates 
               of...

               EXT. A CREEPY OLD HOUSE - NIGHT

                                     ADULT EDWARD (V.O.)
                         Now, it's common knowledge that most 
                         towns of a certain size have a witch, 
                         if only to eat misbehaving children 
                         and the occasional puppy who wanders 
                         into her yard. Witches use those 
                         bones to cast spells and curses that 
                         make the land infertile.

               We PULL BACK, and BACK, revealing more of the Gothically 
               creepy house: its broken windows, strangling vines, and eerie 
               gargoyles half-buried in the dirt. Even bats are afraid to 
               fly over it.

               In the moonlight, the house is especially sinister. Who knows 
               what is lurking in the shadows?

                                     ADULT EDWARD (V.O.)
                         Yet of the all the witches in Alabama, 
                         there was one who was the most feared. 
                         For she had one glass eye, which was 
                         said to contain mystical powers.

               We finally come to the kids, staring in through the gate.

                                     WILBUR FREELY
                         I hear if you look right at it, you 
                         can see how you're gonna die.

                                     EDWARD
                         That's bull-s-h-i-t, that is. She's 
                         not even a real witch.

                                     DON PRICE
                         You're so sure, why don't you go in 
                         and get that eye? I heard she keeps 
                         it in a box on her nighttable.

               Edward looks back at the spooky house.

                                     DON PRICE
                         Or are you too scared?

                                     EDWARD
                         I'll go in right now and get that 
                         eye.

                                     DON PRICE
                         Then do it.

                                     EDWARD
                         Fine, I will.

                                     DON PRICE
                         Fine, you do it.

                                     EDWARD
                         Fine, I'm doing it.

               He hands Zacky his flashlight, then starts climbing the gate.

                                     RUTHIE
                         Edward, don't!

                                     WILBUR FREELY
                         She'll make soap out of you!
                              (to Ruthie)
                         That's what she does, she makes soap 
                         out of people.

               Edward drops down on the far side of the gate. Truth be told, 
               Edward is scared, but he forges ahead anyway.

               Wilbur looks to Ruthie, and they're in complete agreement. 
               They get the hell out of there. Zacky would run too, but Don 
               holds him by the collar.

               EXT. APPROACHING THE HOUSE

               Edward curves around the tall bushes that hide the front 
               door. Anything could jump out of them.

               He steps on the porch. The boards SQUEAL and CREAK, but he 
               continues on. A cat SCREAMS OUT from a broken wicker rocker. 
               Catching his breath, Edward reaches the front door.

               The doorknob is ancient brass, two projections that look 
               like horns. Yet Edward extends his hand, reaching closer and 
               closer before he finally

               RINGS THE DOORBELL.

               Impossibly fast, the door opens, revealing an OLD WOMAN with 
               a patch over her left eye. She looks like she's been dead 
               for years, but too stubborn to lie down.

                                     EDWARD
                              (calm and 
                              straightforward)
                         Ma'am, my name is Edward Bloom, and 
                         there's some folks'd like to see 
                         your eye.

               EXT. BACK AT THE GATE - NIGHT

               Zacky and Don Price wait for Edward, each moment more 
               convinced he's already dead. But suddenly, he's back at the 
               gate.

                                     DON PRICE
                         You get the eye?

                                     EDWARD
                         I brought it.

                                     DON PRICE
                              (dubious)
                         Let's see it.

               The Old Woman steps out of the shadows behind Edward, flipping 
               up her eye patch. When their flashlight beam hits her left 
               eye, it shines with a hellish glow.

               We RUSH IN on Zacky, who is paralyzed by what he sees.

                                                                    CUT TO:

               EXT. FRONT PORCH OF HOUSE - DAY

               An OLD MAN -- Zacky -- stands on a wobbly stepladder, changing 
               a lightbulb. Suddenly, the ladder gives way and he falls. 
               Dead.

               EXT. AT THE GATE - NIGHT

               We RUSH IN on Don Price.

                                                                    CUT TO:

               INT. FRATERNITY HOUSE BATHROOM - DAY

               Twenty-year old Don Price falls face-forward on the tile, 
               face mushed in the grout. Very much dead.

               EXT. AT THE GATE - NIGHT

               Don and Zacky both tremble with fear. The latter has tears 
               in his eyes.

                                     ZACKY
                         I saw how I was gonna die. I was 
                         old, and I fell.

                                     DON PRICE
                         I wasn't old at all.

               The brothers suddenly bolt. Still standing next to the Old 
               Woman, Edward smiles.

               EXT. AT THE OLD WOMAN'S DOOR - NIGHT

               Edward helps her back inside. He could leave now, but 
               curiosity gets the better of him.

                                     EDWARD
                         I was thinking about death and all. 
                         About seeing how you're gonna die.

               The Old Woman turns to him slightly, still not facing him.

                                     EDWARD
                         I mean, on one hand, if dying was 
                         all you thought about, it could kind 
                         of screw you up. But it could kind 
                         of help you, couldn't it? Because 
                         you'd know that everything else you 
                         can survive.

               The Old Woman smiles a little, a crooked grin of broken teeth.

                                     EDWARD
                         I guess I'm saying, I'd like to know.

               The Old Woman turns leaning her face right in front of his. 
               And on a silent count of one, two, three -- Edward looks 
               into The Eye.

               This time we don't cut. Instead, we HOLD ON Edward as he 
               witnesses his death. He stares transfixed, perplexed and 
               amused. Whatever he sees, it's not as dire as the other boys. 
               His future has something strange in store.

                                     EDWARD
                         Huh. That's how I go?

               The Old Woman nods. Still a little overwhelmed, Edward turns 
               and leaves.

                                     ADULT EDWARD (V.O.)
                         From that moment on, I no longer 
                         feared death. And for that, I was as 
                         good as immortal.

               As Edward leaves, the door swings SHUT on its own.

                                                              MATCH CUT TO:

               INT./EXT. BLOOM HOUSE - (PRESENT) DAY

               The front door opens to reveal Will and Josephine on the 
               porch with their bags. REVERSE to Will's mother Sandra (53), 
               surprised and a little annoyed.

                                     SANDRA
                         How did you get here?

                                     WILL
                         We swam. The Atlantic, it's not that 
                         big really.

                                     SANDRA
                         Ruth McHibbon offered to pick you up 
                         at the airport.

                                     WILL
                         We rented a car.

                                     SANDRA
                              (simply)
                         You didn't need to do that. You just 
                         didn't.

               A beat. Starting over...

                                     WILL
                         Hi, Mom.

               He leans in and hugs her. She surrenders, squeezing her son 
               tight. Will and his mother are cut from the same cloth -- 
               strong-willed but practical. They've always been close.

                                     SANDRA
                         I'm so glad you're here.

               That hug finished, Sandra pushes past her son to her daughter-
               in-law. Seeing the size of her belly --

                                     SANDRA
                         You shouldn't have flown. But...

               They hug.

                                     JOSEPHINE
                         It's good to see you. You look 
                         beautiful.

               It's not flattery. It's the truth.

                                     SANDRA
                         Thank you. I'll bet you need to --

                                     JOSEPHINE
                         Yes.

                                     SANDRA
                         Down the hall on the right. The door 
                         sticks. You have to really pull it.

               Josephine squeezes past, a smile to her husband -- be nice. 
               Will heads back to the rental car to retrieve luggage. Sandra 
               follows him.

               Coming down the driveway, we get to see the house for the 
               first time: an older suburban home, three bedrooms, big for 
               the neighborhood, and nicely grown into the lot. KIDS are 
               playing on the street.

                                     WILL
                         Is that Dr. Bennett's car?

                                     SANDRA
                         He's up with your father.

               Heading back to the house...

                                     WILL
                         How is he?

                                     SANDRA
                         He's impossible. He won't eat. And 
                         because he won't eat, he gets weaker. 
                         And because he's weaker, he doesn't 
                         want to eat.

                                     WILL
                         How much time does he have left?

                                     SANDRA
                         You don't talk about those things. 
                         Not yet.

               INT. KITCHEN - DAY

               Sandra is pouring iced tea for Will and Josephine.

               DR. JULIUS BENNETT (85) enters from the foyer, still winded 
               from coming down the stairs. He was the town's first Black 
               physician. He's still the town's best physician.

                                     DR. BENNETT
                         Will.

                                     WILL
                         Dr. Bennett. It's good to see you.
                              (they shake)
                         My wife, Josephine.

                                     DR. BENNETT
                         A pleasure.

               He judges her belly.

                                     DR. BENNETT
                         You're seven months.

                                     JOSEPHINE
                              (impressed)
                         To the day.

               He leans close to her, whispering in her ear...

                                     DR. BENNETT
                         It's a boy.

               She smiles, surprised but not doubting. Will looks over -- 
               what did he say? Josephine shakes her head.

               Back to the main subject...

                                     SANDRA
                         You don't think he looks any worse.

                                     DR. BENNETT
                         No. I would say he's the same.

               And in the silence that follows, a lot is said. It wasn't 
               the upbeat reply Sandra was hoping for.

                                     WILL
                         Can I see him?

                                     DR. BENNETT
                         Absolutely. Be good for you to talk 
                         to him.

               A moment of awkwardness -- everyone here knows they haven't 
               spoken in years.

               Sandra hands Will a squat can of Ensure from the case on the 
               counter.

                                     SANDRA
                         Get him to drink one of these. He 
                         won't, but tell him he has to.

               INT. FOYER - DAY

               Coming out from the kitchen, Will slowly climbs the stairs. 
               They CREAK with every step.

               The wall is filled with family photos, happier times. Most 
               of the pictures are of Will, starting when he was an infant 
               and ending at his wedding. As he climbs the stairs, we can 
               see him growing up with every step.

               INT. UPSTAIRS HALLWAY - DAY

               A crack of sunlight spills around the half-open door at the 
               end of the hallway. Will walks towards it, running a hand 
               along the wallpaper.

               Almost at the door, he stops for a beat. Gets his breath. 
               Then goes inside.

               INT. GUEST ROOM - DAY

               Edward Bloom, 61, lies asleep on the bed. Although he's not 
               the vibrant man we've seen before, it's not as bad we feared. 
               The illness has been quick, and left him largely intact.

               There are no I.V.'s, no monitors, nothing.

               Coming up to the bed --

                                     WILL
                         Dad?

               Edward cracks open an eye, a beat before he focuses. He tries 
               to say something, but no words come out.

               He looks over at a pitcher on the nightstand. Will pours him 
               a glass of water, helping him hold it to his parched lips.

               Finished, Edward sets down the glass by himself. A very long, 
               tense beat. Will almost speaks again to fill the silence.

               Finally...

                                     EDWARD
                         You --
                              (he points)
                         -- are in for a surprise.

                                     WILL
                         Am I?

                                     EDWARD
                         Having a kid changes everything. I 
                         mean, there's the diapers and the 
                         burping and the midnight feedings...

                                     WILL
                         Did you do any of that?

                                     EDWARD
                         No, but I hear it's terrible. Then 
                         you spend years trying to corrupt 
                         and mislead this child, fill its 
                         head with nonsense and still it turns 
                         out perfectly fine.

                                     WILL
                         You think I'm up for it?

                                     EDWARD
                         You learned from the best.

               Will doesn't rise to the challenge. A beat, then he remembers 
               the can of Ensure. Holds it up. Edward recoils.

                                     WILL
                         Just drink half the can. I'll tell 
                         her you drank the whole thing. 
                         Everyone wins.

               A beat, then Edward rolls his eyes. Fine. Will cracks open 
               the can, finding a straw on the nightstand.

                                     EDWARD
                         People needn't worry so much. It's 
                         not my time yet. This isn't how I 
                         go.

                                     WILL
                         Really.

                                     EDWARD
                         Truly. I saw it in The Eye.

                                     WILL
                         The Old Lady by the swamp.

                                     EDWARD
                         She was a witch.

                                     WILL
                         No, she was old and probably senile. 
                         Maybe schizophrenic.

                                     EDWARD
                         I saw my death in that eye. And this 
                         is not how it happens.

                                     WILL
                         So how does it happen?

                                     EDWARD
                         Surprise ending. Wouldn't want to 
                         ruin it for you.

               Edward slurps down as much of the Ensure as he can stand, 
               then pushes the can away. He swallows with difficulty.

                                     EDWARD
                         There was this panhandler who used 
                         to stop me every morning when I came 
                         out of this coffee shop near the 
                         office.

                                     WILL
                         Okay.

                                     EDWARD
                         And every day I gave him a quarter. 
                         Every day. Then I got sick and was 
                         out for a couple of weeks. And when 
                         I went back there, you know what he 
                         said?

                                     WILL
                         What did he say?

                                     EDWARD
                         You owe me three-fifty.

                                     WILL
                         Really.

                                     EDWARD
                         True story.

               A beat.

                                     WILL
                         When did you ever work in an office?

                                     EDWARD
                         There's a lot you don't know about 
                         me.

                                     WILL
                         You're right.

               Edward gives a wry smile. He walked into that.

                                     EDWARD
                         Your mother was worried we wouldn't 
                         talk again. And look at us. We're 
                         talking fine. We're storytellers, 
                         both of us. I speak mine out, you 
                         write yours down. Same thing.

               Will won't commit to Edward's assessment.

                                     WILL
                         Dad, I'm hoping we can talk about 
                         some things while I'm here.

                                     EDWARD
                         You mean, while I'm here.

                                     WILL
                         I'd just like to know the true 
                         versions of things. Events. Stories. 
                         You.

               Edward LAUGHS a little, which becomes a COUGH. The HACKING 
               escalates until another drink of water gets it under control. 
               It's not clear whether any of this was an act to keep from 
               talking.

                                     EDWARD
                         Your mother hasn't been keeping up 
                         the pool. If you wanted to you 
                         could...

                                     WILL
                         I will.

                                     EDWARD
                         You know where the chemicals are?

                                     WILL
                         I used to do it when you were gone, 
                         remember? I used to do it a lot.

               He didn't mean for that to sound so pointed. Taking the half-
               empty Ensure, Will gets up to go. He's at the door when...

                                     EDWARD
                         I was never much for being at home, 
                         Will. It's too confining. And this, 
                         here. Being stuck in bed. Dying is 
                         the worst thing that ever happened 
                         to me.

               He smiles at his joke.

                                     WILL
                         I thought you weren't dying.

                                     EDWARD
                         I said this isn't how I go. The last 
                         part is much more unusual. Trust me 
                         on that.

               INT. UPSTAIRS HALLWAY - DAY

               Shutting the door behind himself, Will drinks the rest of 
               the Ensure himself. Edward was right. It tastes horrible.

               Heading for the stairs, Will walks past an open door. As he 
               leaves frame, we STAY BEHIND to look inside...

               INT. WILL'S BEDROOM - DAY [FLASHBACK]

               ...where an eight-year old Will is propped up in bed, his 
               face covered with chicken pox and pink calamine lotion. He's 
               showing Edward how many bumps there are on his arm.

                                     YOUNG WILL
                         Dr. Bennett says I'm going to have 
                         to be home for a week.

                                     EDWARD
                         That's nothing. I once had to stay 
                         in bed for three years.

                                     YOUNG WILL
                         Did you have chicken pox?

                                     EDWARD
                         I wish.

                                                                    CUT TO:

               INT. TINY CHURCH - DAY

               Wearing a white shirt and tie, YOUNG EDWARD -- still about 
               10 -- sings "Down to the River My Lord" along with the 
               CONGREGATION. His voice is high and thin, but he gives it 
               his all.

               Suddenly, his voice CRACKS and DROPS a half-octave. And then 
               another. His friends Wilbur Freeley and Ruthie look over, 
               wondering what's wrong. Embarrassed, Edward just keeps 
               SINGING, trying to follow along with the baritone part.

               He pulls at his collar. Then pulls again, his face getting 
               red. Starting to panic, he loosens his tie. He's starting to 
               undo the collar button when it POPS off by itself. Two more 
               buttons fly off. One hits a CHUBBY WOMAN in the neck.

               ON HIS SHOES

               As we watch, Edward's pant cuffs rise inch by inch -- that's 
               how fast he's growing.

                                     EDWARD (V.O.)
                         Truth is, no one quite knew what was 
                         wrong. Most times, a person grows up 
                         gradually. I found myself in a hurry.

               INT. YOUNG EDWARD'S BEDROOM - DAY

               Young Edward lies in bed, his limbs connected to various 
               pulleys and levers to support his weight. He has a dozen 
               encyclopedias around him, and another dozen on the floor.

                                     EDWARD (V.O.)
                         My muscles couldn't keep up with my 
                         bones, and my bones couldn't keep up 
                         with my body's ambition. So I spent 
                         the better part of three years 
                         confined to my bed, with the World 
                         Book Encyclopedia being my only means 
                         of exploration. I had made it all 
                         the way to the "G's," hoping to find 
                         an answer to my gigantificationism, 
                         when I uncovered an article about 
                         the common goldfish.

               INSERT: The encyclopedia article, complete with drawings.

                                     YOUNG EDWARD
                              (reading)
                         "Kept in a small bowl, the goldfish 
                         will remain small. With more space, 
                         the fish can grow double, triple, or 
                         quadruple its size."

               Young Edward thinks this through.

                                     EDWARD (V.O.)
                         It occurred to me then, that perhaps 
                         the reason for my growth was that I 
                         was intended for larger things. After 
                         all, a giant man can't have an 
                         ordinary-sized life.

               EXT. BASEBALL FIELD - DAY

               The CRACK of a bat announces the game-winning home run. The 
               crowd CHEERS the swing, and especially the batter as he rounds 
               the bases.

               Although we've seen him briefly before, this is our first 
               real exposure to GROWN-UP EDWARD, who we'll follow from 
               roughly the ages of 18 to 30.

                                     EDWARD (V.O.)
                         As soon as my bones had settled in 
                         their adult configuration, I set 
                         upon my plan to make a bigger place 
                         for myself in Ashton.

               EXT. SCHOOL FIELDS - DAY

               SINGLE SHOTS: Football hero Edward leads his team to victory. 
               On the sidelines, a PRETTY GIRL admits the name of her secret 
               love:

                                     GIRL
                         Edward Bloom!

               The other GIRLS SQUEAL in agreement. Don Price looks over, 
               glowers.

               EXT. NEIGHBORHOOD - DAY

               SINGLE SHOT: A lawnmower ROARS along the grass. We LOOK UP 
               to see who's pushing it, but it's not Edward. It's one of 
               his teenage EMPLOYEES.

               Edward is back at the truck, which is painted to read, "Bloom 
               Landscaping." He has workers on every lawn.

               He signs an autograph for an ADMIRING CUB SCOUT.

               INT. BASKETBALL COURT - DAY

               Edward takes an impossible shot at the buzzer from the other 
               end of the court. Naturally, he makes it, winning the game.

               As the crowd goes wild for Edward, Don Price is the only 
               teammate who doesn't mob him.

               EXT. TOWN - DAY

               Edward carries a dog out of a burning house.

               INT. SCIENCE FAIR - DAY

               Edward wins a blue ribbon for his invention, a machine 
               labelled "Perpetual Motion." He and the JUDGE pose for a 
               photograph. A FLASH.

               Pissed, Don Price throws his crappy lima bean plants in the 
               trash.

               INT. HIGH SCHOOL STAGE - DAY

               A dashingly handsome Edward leads the CAST out for a curtain 
               call. He's the star of the show. Off to the side, we see Don 
               Price is the ass-end of a horse costume.

               Edward soaks in his applause, smiling and gracious.

               EXT. GRADUATION STAGE - DAY

               Edward accepts his diploma. The PRINCIPAL hugs him tight.

                                     EDWARD (V.O.)
                         I was the biggest thing Ashton had 
                         ever seen. Until one day, a stranger 
                         arrived.

               EXT. FARM - DAY

               As two FARMERS shake their heads, we REVERSE to a show a 
               massive hole punched through the side of a barn. It's roughly 
               the shape of man, but no human could be that large.

               EXT. SHEEP PEN - DAY

               Two fat ewes look up, a shadow falling across them. They 
               BLEAT in panic as

               TWO OVERSIZED HANDS

               reach in and scoop them up. Their protests continue as they're 
               carried away, one under each arm. We still haven't seen the 
               full stranger.

               EXT. COURT HOUSE - DAY

               A MOB of about 50 have gathered, many of them with shotguns. 
               Amid the crowd we see Don Price.

                                     SHARECROPPER
                         He ate an entire cornfield!

                                     LITTLE GIRL
                         He ate my dog!

                                     HOT-BLOODED SHOTGUN TOTER
                         If you ain't gonna stop him Mayor, 
                         we will!

                                     MAYOR
                         I won't have mob violence in this 
                         town. Now, has someone tried talking 
                         to him?

                                     SOME FARMER
                         You can't reason with 'im!

                                     SHEPHARD
                         He's a monster!

               Agreement from the crowd. And then...

                                     A VOICE (O.S.)
                         I'll do it.

               Everyone turns to see who said that. The crowd parts to reveal 
               none other than Edward Bloom. Don Price glowers.

                                     EDWARD
                         I'll talk to him. See if I can get 
                         him to move on.

                                     MAYOR
                         Son, that creature could crush you 
                         without trying.

                                     EDWARD
                         Trust me, he'll have to try.

               EXT. HILL OUTSIDE ASHTON - DAY

               Edward climbs up the last bit of the steep hillside, reaching 
               the mouth of a cave. Outside, buzzards squabble over the 
               remains of the giant's feast: broken barrels, bones picked 
               clean.

               In his most serious voice, Edward calls out:

                                     EDWARD
                         Hello!

               There's no answer.

                                     EDWARD
                         My name is Edward Bloom! I want to 
                         talk to you!

               From deep in a cave, a thunderous voice:

                                     VOICE (O.S.)
                         GO AWAY!

               The giant's voice has such force, it blows Edward's hair 
               back.

                                     EDWARD
                         I'm not going anywhere until you 
                         show yourself.

               A beat, then we hear a RUMBLE, like a train coming. Edward 
               braces himself, fists ready for a fight, if that's what it's 
               going to take.

               As the RUMBLE gets louder, the ground starts to shake. Even 
               Edward starts to worry. Just how big is this guy?

                                     EDWARD (V.O.)
                         Armed with the foreknowledge of my 
                         own death, I knew the giant couldn't 
                         kill me. All the same, I preferred 
                         to keep my bones unbroken.

               Edward picks up a stone, ready to play David to Goliath.

               Then suddenly, the giant bursts forth. Hunched over, he slams 
               into a stunned Edward, knocking him halfway down the hill.

               KARL THE GIANT is bigger than any man you've ever seen. Not 
               just tall, but massive. He's completely feral, with a beard 
               to his elbow and skin scratched and blistered. What remains 
               of his clothes are ragged and muddy. God knows what's living 
               in his matted hair.

               Karl leans over Edward, blocking the sun. Edward throws his 
               rock, but it just bounces off. The giant didn't even notice 
               it.

                                     KARL
                         Why are you here?

               Edward ponders the best response, settling on...

                                     EDWARD
                         So you can eat me. The town decided 
                         to send a human sacrifice, and I 
                         volunteered.

               Karl's eyes narrow, confused. Edward stands up.

                                     EDWARD
                         My arms are a little stringy, but 
                         there's some good eating on my legs. 
                         I mean, I'd be tempted to eat them 
                         myself.
                              (beat)
                         So I guess, just, if you could get 
                         it over with quick. Because I'm not 
                         much for pain, really.

               Edward closes his eyes, hands at his side, ready to be eaten. 
               Karl just stares at him, not sure what to do.

               After a beat, Edward opens his eyes a tiny bit, just to see 
               what the giant is doing. Relieved to see he's not licking 
               his chops --

                                     EDWARD
                         Look, I can't go back. I'm a human 
                         sacrifice. If I go back, everyone 
                         will think I'm a coward. And I'd 
                         rather be dinner than a coward.

               Karl sits down with a BOOM, dejected.

                                     EDWARD
                         Here, start with my hand. It'll be 
                         an appetizer.

               Reaching up, Edward shoves his hand into Karl's mouth. But 
               the giant spits it back out.

                                     KARL
                         I don't want to eat you. I don't 
                         want to eat anybody. It's just I get 
                         so hungry. I'm too big.

               And that's the sad truth. Karl is less a monster than a freak -- 
               a giant man, but in the end, just a man.

               Edward takes a seat beside him.

                                     EDWARD
                         Did you ever think maybe you're not 
                         too big? Maybe this town's just too 
                         small. I mean, look at it.

               Circling behind them, we look down at Ashton -- a tiny town 
               in a tiny valley.

                                     EDWARD
                         Hardly two stories in the whole place. 
                         Now I've heard in real cities, they've 
                         got buildings so tall you can't even 
                         see the tops of 'em.

                                     KARL
                         Really?

                                     EDWARD
                         Wouldn't lie to you. And they've got 
                         all-you-can-eat buffets. You can eat 
                         a lot, can't you?

                                     KARL
                         I can.

                                     EDWARD
                         So why are you wasting your time in 
                         a small town? You're a big man. You 
                         should be in the big city.

               Karl smiles, but then it fades. A certain sad suspicion --

                                     KARL
                         You're just trying to get me to leave, 
                         aren't you? That's why they sent you 
                         here.

                                     EDWARD
                         What's your name, Giant?

                                     KARL
                         Karl.

                                     EDWARD
                         Mine's Edward. And truthfully, I do 
                         want you to leave, Karl. But I want 
                         to leave with you.
                              (closer)
                         You think this town is too small for 
                         you, well, it's too small for a man 
                         of my ambition. I can't see staying 
                         here a day longer.

                                     KARL
                         You don't like it?

                                     EDWARD
                         I love every square inch of it. But 
                         I can feel the edges closing in on 
                         me. A man's life can only grow to a 
                         certain size in a place like this.
                              (beat)
                         So what do you say? Join me?

               Karl thinks a moment. Then --

                                     KARL
                         Okay.

                                     EDWARD
                         Okay.

               They shake on it.

                                     EDWARD
                         Now first, we gotta get you ready 
                         for the city.

               EXT. RIVER - DAY

               IN A SINGLE SHOT, Karl cuts his hair with hedge clippers, 
               while Edward cuts up a surplus army tent to make him a shirt.

               EXT. MAIN STREET OF ASHTON - DAY

               Spirits buoyed by the high school MARCHING BAND, all the 
               good CITIZENS of Ashton are gathered to see off Edward and 
               Karl.

               There's a few tears amid the familiar faces.

                                     MAYOR
                              (loudly, for the crowd)
                         Edward Bloom, first son of Ashton, 
                         it's with a heavy heart we see you 
                         go. But take with you this Key to 
                         the City, and know that any time you 
                         want to come back, all our doors are 
                         open to you.

               Edward ducks a bit so the Mayor can put the key around his 
               neck. The crowd CHEERS. And with that, Edward and Karl start 
               walking, waving as they go.

               Only DON PRICE, smoking on the corner, isn't sad to see Edward 
               go. He crushes his cigarette under his heel. He wishes he 
               could crush Edward.

               Many of the townfolk come onto the street to hug Edward or 
               shake his hand.

                                     EDWARD (V.O.)
                         That afternoon as I left Ashton, 
                         everyone seemed to have advice.

                                     VARIOUS TOWNFOLK
                         Find yourself a nice girl! Don't 
                         trust anyone in Kentucky! Watch your 
                         pride, Edward Bloom!

                                     EDWARD (V.O.)
                         But there was one person whose counsel 
                         I held above all others.

               As the crowd parts, he finds himself face to face with

               THE OLD WOMAN.

               The ruckus slows and quiets, as if a strange spell has been 
               cast. She motions for Edward to lean down, so she can whisper 
               something to him. Although we're VERY CLOSE, we can't hear 
               her voice.

                                     EDWARD (V.O.)
                         She said that the biggest fish in 
                         the river gets that way by never 
                         being caught.

               The advice only succeeds in confusing Edward.

                                     EDWARD
                              (to the Old Woman)
                         Okay. Thanks.

               Edward and Karl keep walking. The Old Woman shuffles off, 
               somehow knowing her advice will go unheeded.

                                     KARL
                         What did she say?

                                     EDWARD
                         Beats me.

               EXT. ROAD - DAY

               We TILT UP from the road to reveal Edward and Karl walking 
               out of Ashton. Each wears a backpack with all his earthly 
               possessions.

                                     EDWARD (V.O.)
                         There were two roads out of Ashton, 
                         a new one which was paved, and an 
                         older one that wasn't. People didn't 
                         use the old road anymore, and it had 
                         developed the reputation of being 
                         haunted.

               Edward and Karl come to a bend, where the paved road veers 
               left and an overgrown dirt road runs straight. The old road 
               is blocked with signs and warnings of danger.

                                     EDWARD (V.O.)
                         Since I had no intention of ever 
                         returning to Ashton, this seemed as 
                         good a time as any to find out what 
                         lay down that old road.

               Karl looks at the dirt road, wary.

                                     KARL
                         You know anyone's who's taken it?

                                     EDWARD
                         That poet, Norther Winslow did. He 
                         was going to Paris, France. He must 
                         have liked it, because no one ever 
                         heard from him again.
                              (beat)
                         Tell you what. You take the other 
                         way and I'll cut through here. Meet 
                         you on the far side.

               A little paranoid...

                                     KARL
                         You're not trying to run away?

                                     EDWARD
                         Just to be sure, you can take my 
                         pack.

               Karl perks up, even though it means more for him to carry.

               EXT. DIRT ROAD - DAY

               The road is overgrown, but not altogether creepy. The sun is 
               still shining, and the birds still CHIRPING.

               Spinning the Key to the City, Edward WHISTLES, because it's 
               a day meant for whistling.

               EXT. FURTHER ALONG - ROUGH PATH

               The road has narrowed to a rough path. Spikes of sunlight 
               break through the thick canopy, catching particles in the 
               air. Still, Edward WHISTLES.

               Coming around a bend, his PITCH DROPS as he sees thick, thorny 
               vines growing across the path. He stops. For the first time, 
               he realizes the birds have stopped singing. The forest is 
               dead quiet.

               He looks back the way he came. It's tempting to go back. It 
               would be easier to go back. But Edward presses on.

               He carefully steps through the thorns. His trouser legs catch 
               on the barbs. We can hear the fabric TEAR.

               FURTHER ALONG

               A scratched and sweaty Edward waves off various STINGING 
               BUGS flying at him, finally whipping off his hat to swat at 
               them.

               Just then a CAWING crow swoops down and grabs the hat right 
               out of his hands.

                                     EDWARD
                         You stupid sonofa...

               He stops his swearing, but grabs a rock and throws it. The 
               stone ricochets off a tree and into a BEE'S NEST. The swarm 
               roars out.

               Edward high-tails it, each step still precarious.

               EXT. THE DARK FOREST - DAY [LATER]

               Edward is bruised, battered and bee-stung.

               A half-broken sign lies in the road. Edward picks it up. 
               Reads it:

                                         WARNING!

                                     JUMPING SPIDERS!

               Sure enough, up ahead he sees the path is overgrown with 
               thick cobwebs, heavy from the rain.

                                     EDWARD (V.O.)
                         There comes a point where a reasonable 
                         man will swallow his pride and admit 
                         he's made a terrible mistake. The 
                         truth is, I was never a reasonable 
                         man.

               Edward tosses the sign and forges ahead, into the spiderwebs.

                                     EDWARD
                         And what I recalled of Sunday School 
                         was that the more difficult something 
                         became, the more rewarding it was in 
                         the end.

               EXT. CLEARING / THE ROAD - DAY

               Edward emerges from the forest, brushing the last cobwebs 
               off and shaking the spiders from his shirt. One is stuck in 
               his sleeve, and he has to dance to get it out. Even then, he 
               still keeps twitching, convinced another one is left behind.

               At his feet, the gravel road has returned, smooth and dusty 
               and comforting.

               Ahead lies a tiny one-street town -- smaller even than Ashton -- 
               with powerlines emerging from the woods to feed it. Dangling 
               from the line above he sees two dozen pairs of shoes, their 
               laces tied together.

               He passes a sign that reads "Welcome To Spectre!"

               EXT. THE TOWN OF SPECTRE - DAY

               It's a main street with stores on each side: Cole's Pharmacy, 
               Talbot's Five and Dime, Al's Country Store. Everything is 
               old, but this isn't a ghost town. In fact, there's a group 
               of about 20 CITIZENS spilling out to see Edward approach. 
               Most are smiling. There are even a few tears of joy.

               What's more, all of these people are barefoot.

                                     MAN'S VOICE
                         Friend!

               A forty-year old man named BEAMEN comes out of the seed store 
               to greet Edward. Friendly but a little drunk, he's the closest 
               thing the town has to a mayor. He's carrying a clipboard.

                                     BEAMEN
                         Welcome to ya. What's your name?

                                     EDWARD
                         Edward Bloom.

               Beamen checks the clipboard. Not finding the name, he flips 
               forward a few pages. Still looking...

                                     BEAMEN
                         Bloom like a flower?

                                     EDWARD
                         Yes.

                                     BEAMEN
                         Oh. Here! Right here. Edward Bloom. 
                         We weren't expecting you yet.

               Still confused...

                                     EDWARD
                         You were expecting me?

                                     BEAMEN
                         Not yet.

               A helpful woman named MILDRED chimes in:

                                     MILDRED
                         You must have taken a shortcut.

                                     EDWARD
                         I did. It nearly killed me.

                                     BEAMEN
                         Mmm-hmm. Life'll do that to you. And 
                         truthfully, the long way is easier, 
                         but it's longer.

                                     MILDRED
                         Much longer.

                                     BEAMEN
                         And you're here now, and that's what 
                         matters.

               Beamen's daughter JENNY (8) hides behind her father, peering 
               around to look at the handsome stranger.

                                     EDWARD
                         What is this place?

                                     BEAMEN
                         The town of Spectre. Best kept secret 
                         in Alabama. Says here you're from 
                         Ashton, right? Last person we had 
                         from Ashton was Norther Winslow.

                                     EDWARD
                         The poet? What ever happened to him?

                                     BEAMEN
                         He's still here. Let me buy you a 
                         drink. I'll tell you all about it. 
                         Hell, I'll have him tell you.

                                     EDWARD
                         No. I've gotta meet somebody. I'm 
                         already running late.

               He didn't mean it as a joke, but for some reason, everyone's 
               laughing.

                                     BEAMEN
                         Son, I already told you. You're early.

               INT. BEAMEN'S HOUSE - DAY

               Sitting at the kitchen table, Edward takes a second slice of 
               apple pie. He and Beamen are joined by NORTHER WINSLOW (30), 
               who fancies himself a cultured artist, though he's never 
               left the state.

                                     BEAMEN
                         Now tell me if that isn't the best 
                         pie you ever ate.

                                     EDWARD
                         It truly is.

               UNDER THE TABLE

               Young Jenny is stealthily untying the laces on Edward's shoes.

                                     NORTHER WINSLOW
                         Everything here tastes better. Even 
                         the water is sweet. Never gets too 
                         hot, too cold, too humid. At night 
                         the wind goes through the trees and 
                         you'd swear there was a whole symphony 
                         out there, playing just for you.

               Suddenly, Jenny YANKS OFF Edward's shoes. She races for the 
               door.

                                     EDWARD
                         Hey!

               He chases after her.

               EXT. TOWN / MAIN STREET - DAY

               As she runs, Jenny ties Edward's laces together. Reaching 
               the edge of town, she tosses the shoes up and around the 
               power line -- a perfect throw. There's no way he's ever 
               getting them down.

               The gathered citizens of Spectre CHEER for Edward, who is 
               confused and overwhelmed. The women hug him. Men shake his 
               hand.

               Still focused on his shoes...

                                     EDWARD
                         Wait! I need those!

                                     NORTHER WINSLOW
                         There is no softer ground than town.

                                     MILDRED
                         That rhymes!

                                     BEAMEN
                         He is our poet laureate.

               The townsfolk continue to congratulate Edward... 

                                     EDWARD (V.O.)
                         Sometimes in a dream, you'll visit 
                         places that seem instantly familiar, 
                         filled with friends you've never 
                         met.

               EXT. UNDER A TREE - DUSK

               Edward sits with Norther Winslow. The fireflies are out. 
               Thousands of them.

                                     EDWARD (V.O.)
                         A man might travel his entire life 
                         and never find a place so inviting. 
                         My journey had scarcely begun, and I 
                         had arrived.

               Norther hands him his noteboook.

                                     NORTHER WINSLOW
                         I've been working on this poem for 
                         12 years.

                                     EDWARD
                         Really.

                                     NORTHER WINSLOW
                         There's a lot of expectation. I don't 
                         want to disappoint my fans.

               A beat.

                                     EDWARD
                         It's only three lines long.

               Norther grabs his notebook back.

                                     NORTHER WINSLOW
                         This is why you don't show work in 
                         progress.

                                     EDWARD
                         Norther, do you ever regret not making 
                         it to Paris?

                                     NORTHER WINSLOW
                         I can't imagine any place better 
                         than here.

                                     EDWARD
                         You're a poet. You oughta be able 
                         to. And maybe if you'd seen more, 
                         you could.

               Norther doesn't answer. Just goes back to his notebook.

               EXT. BY THE RIVER - NIGHT

               By the light of the full moon, Edward soaks his feet in the 
               water, trying to make sense of it all. The Key to the City 
               dangles around his neck.

               He stares at himself in the reflection. He smiles.

               It's then that a WOMAN emerges at the far side of the river.

               No telling where she came from -- she must have been swimming 
               underwater. We never see her face.

               She stands in the river with her bare back to Edward, 
               squeezing the water out of her golden hair, oblivious to his 
               presence. Edward is breathless. It's the first woman he's 
               seen in her natural state, and he doesn't dare move lest he 
               frighten her away.

               Then he sees the snake.

               It's a cottonmouth, has to be. It leaves a break in the water, 
               its small reptilian head aiming for her flesh.

               There's no decision to be made. On pure instinct, Edward 
               dives in. He swims as hard as can,

               GRABBING THE SNAKE

               just as it's about to strike.

               The woman dives back underwater, understandably terrified 
               that a man is coming at her.

                                     EDWARD
                         No, it's okay! I got it. I got the 
                         snake.

               As the splashing subsides, Edward looks at what he holds in 
               his hands. Which isn't a snake at all, but rather a common 
               stick. And a non-threatening one at that.

               While Edward ponders his mistake, he looks around to discover 
               that the Girl in the River is gone. He never even saw her 
               face.

                                     EDWARD
                         Wait! I'm sorry. Hello?!

               Edward keeps expecting her to surface, somewhere, but she 
               never does. He stands alone in the river, wondering what 
               tricks his eyes are playing on him.

               EXT. BY THE RIVER - NIGHT - CONTINUOUS

                                     A GIRL'S VOICE (O.S.)
                         There's leeches in there!

               Edward looks to the bank, where young Jenny Hill is watching 
               him.

                                     EDWARD
                         Did you see that woman?

                                     JENNY
                         What did she look like?

                                     EDWARD
                         Well, she... uh...

                                     JENNY
                         Was she nekkid?

               Embarrassed to admit it...

                                     EDWARD
                         Yeah.

                                     JENNY
                              (matter-of-fact)
                         It's not a woman, it's a fish. No 
                         one ever catches her.

               Given the day he's had so far, Edward isn't inclined to follow 
               up on the issue. He starts to wade back to the bank.

                                     JENNY (CONT'D)
                         Fish looks diff'rent to diff'rent 
                         people. My daddy said it looked like 
                         the coon dog he had when he was kid, 
                         back from the dead.

               Edward climbs up onto the shore, completely drenched. He 
               pulls up his pant legs to reveal three shiny leeches clinging 
               to his skin.

                                     EDWARD
                         Shoot.

               He starts to work pulling them off.

               EXT. PATH BACK TO TOWN - NIGHT

               Edward and Jenny walk back.

                                     JENNY
                         How old are you?

                                     EDWARD
                         Eighteen.

                                     JENNY
                         I'm eight. That means when I'm 
                         eighteen, you'll be 28. And when I'm 
                         28, you'll only be 38.

                                     EDWARD
                              (a little wary)
                         You're pretty good at arithmetic.

                                     JENNY
                         And when I'm 38, you'll be 48. And 
                         that's not much difference at all.

               Eager to get off this subject...

                                     EDWARD
                         Sure is a lot now, though, huh?

               EXT. MAIN STREET - NIGHT

               As Edward and Jenny approach Main Street, they find "downtown" 
               has been transformed. Lanterns and streamers hang on cables 
               across the street, and a small stage has been built at one 
               end to hold FIDDLERS.

               The whole town is there in celebration of its newest citizen, 
               Edward Bloom. Before he can protest, two WOMEN have grabbed 
               him by the arms, pulling him in to dance with them.

               The resulting dance number seems both choreographed and 
               complete chaos. From FARMER to BAKER'S WIFE, everyone wants 
               to dance with Edward, who finds himself tossed around like a 
               stick caught in a whirlpool. Still, he's having a blast.

               Jenny grabs both his hands, and they spin wildly.

               Beamen plucks his LAUGHING daughter away to dance with her.

               Then Mildred cuts in to dance with Edward. It's hard to hear 
               over the MUSIC.

                                     MILDRED
                         Jenny thinks you're quite a catch. 
                         We all do.

                                     EDWARD
                              (not hearing)
                         What?

                                     MILDRED
                         I said you're quite a catch!

               Edward stops dancing. A beat, then he heads for the edge of 
               the crowd. Beamen is there, with Jenny on his shoulders.

                                     EDWARD
                         I have to leave. Tonight.

                                     BEAMEN
                         Why?

                                     EDWARD
                         This town is everything a man could 
                         ask for. And if I were to end up 
                         here, I'd consider myself lucky. But 
                         the fact is, I'm not ready to end up 
                         anywhere.

                                     BEAMEN
                         No one's ever left.

                                     JENNY
                         How are you gonna make it without 
                         your shoes?

                                     EDWARD
                         I suspect it will hurt a lot.

               And with that, Edward walks down Main Street. The townspeople 
               stop dancing, disbelieving, some shaking their heads.

               Poor Edward Bloom's gone crazy.

                                     BEAMEN
                              (calling after him)
                         You won't find a better place!

                                     EDWARD
                         I don't expect to.

               Jenny runs to him. She'd tackle him if she could.

                                     JENNY
                         Promise me you'll come back.

                                     EDWARD
                         I promise. Someday. When I'm really 
                         supposed to.

               It's not good enough, but it will have to do. Edward keeps 
               walking. 

               EXT. THE DARK FOREST - NIGHT

               VARIOUS SHOTS: Edward negotiates the thorns in his bare feet. 
               It's horrible. Almost unendurable.

               And then it gets worse.

               The trees ahead are moving. At first, it just seems to be 
               the wind blowing the branches, but as we hear the wood 
               CRACKING and GROANING, there's no mistaking it: they're trying 
               to block him.

               Snake-like WHITE ROOTS shoot out of the ground, grabbing for 
               his ankles. He leaps up, kicking off one tree trunk to grab 
               another one's branches. He swings off, lands and rolls. Now 
               all the trees are moving to block him, their dark shapes 
               towering over him in the flashes of LIGHTNING.

                                     EDWARD (V.O.)
                         As difficult as it was to reach 
                         Spectre, I was fated to get there 
                         eventually. After all, no man can 
                         avoid reaching the end of his life.

               As he ducks under branches, the chain holding the Key to the 
               City gets caught. He's almost strangled, but the chain finally 
               breaks. The silver key disappears into the mud.

               Scrambling forward, he looks for a way out. But the trees 
               have encircled him, their spiky crowns bending down to crush 
               him.

               He SCREAMS up at the night, until his breath is gone.

                                     EDWARD
                         And then I realized, this wasn't the 
                         end of my life.

               With a sudden calm...

                                     EDWARD
                              (aloud)
                         This isn't how I die.

               Another lightning FLASH, and suddenly the trees are back 
               where they've always been. Edward is lying shoeless and torn 
               in a muddy puddle, staring up at the rain. And LAUGHING.

               EXT. THE ROAD - DAY

               His bare foot steps onto asphalt.

                                     A DEEP VOICE
                         Friend!

               Edward turns to see

               KARL

               to his right, coming down the larger, paved road.

                                     KARL
                         What happened to your shoes?

               Edward looks down at his muddy, bloody feet.

                                     EDWARD
                         They got ahead of me.

               With that, the men start walking down the larger road.

                                                              CROSSFADE TO:

               INT. DINING ROOM - NIGHT

               Edward and Will sit at opposite ends of the table, with Sandra 
               and Josephine in the middle. Although Edward has a small 
               plate of food in front of him, he hasn't touched it. He's 
               exhausted from the trip downstairs, but determined to maintain 
               the family dinner ritual.

               The other three eat awkwardly, each CLINK and SCRAPE of a 
               knife or fork resonating. Will finally breaks the silence.

                                     WILL
                         I don't know if you've seen it, but 
                         Josephine has some photos in the 
                         most recent Newsweek.

                                     SANDRA
                         Really! That's wonderful.

                                     JOSEPHINE
                         I spent a week in Morocco for the 
                         story. It was incredible.

                                     SANDRA
                         We'll have to pick up a copy.

               A beat. As Will scoops out another serving of potatoes, Edward 
               suddenly speaks:

                                     EDWARD
                         I don't know if you're aware of this, 
                         Josephine, but African parrots, in 
                         their native home of the Congo -- 
                         they speak only French.

               All three stop to listen.

                                     JOSEPHINE
                              (amused)
                         Really.

                                     EDWARD
                         You're lucky to get four words out 
                         of them in English. But if you were 
                         to walk through the jungle, you'd 
                         hear them speaking the most elaborate 
                         French. Those parrots talk about 
                         everything: politics, movies, fashion -- 
                         everything but religion.

               Taking the bait...

                                     WILL
                         Why not religion, Dad?

                                     EDWARD
                         It's rude to talk about religion. 
                         You never know who you're going to 
                         offend.

               A beat.

                                     WILL
                         Josephine actually went to the Congo 
                         last year.

                                     EDWARD
                         Oh, so you know.

               INT. GROCERY STORE - NIGHT

               Will shakes a shopping cart free from the pile-up while his 
               mother checks her list.

               AT THE PRODUCE SECTION

               Sandra starts to bag string beans.

                                     WILL
                         Mom, would you say you understand 
                         Dad?

                                     SANDRA
                         Of course.

                                     WILL
                         What I mean is, do you really know 
                         what's going on in his head? 

                                     SANDRA
                         Yes.

                                     WILL
                         How is that possible? I mean, you 
                         try to ask him a question and suddenly 
                         it's another one of his stories.
                              (decidedly)
                         You can't honestly say you know him.

                                     SANDRA
                         Yes, Will, I do. And don't presume 
                         things you don't know.

               She's more amused than annoyed, but Will is entering dangerous 
               territory.

                                     SANDRA
                         Would you say you understand 
                         Josephine?

                                     WILL
                         Yes. But that's a different...

                                     SANDRA
                         No it's not. It's exactly the same. 
                         Your father and I met, we dated, and 
                         we married -- we chose each other -- 
                         because we understood each other on 
                         some fundamental level. Just the 
                         same as you two.

               She moves on to the carrots.

                                     WILL
                         Josephine and I have a lot in common.

                                     SANDRA
                         Yes, you both think William Bloom is 
                         a very smart man.
                              (beat)
                         The problem is, you only see me as 
                         your mother, and not as someone's 
                         wife. And I've been his wife longer 
                         than I've been your mother. You can't 
                         discount that.

                                     WILL
                         True. But I've known him my whole 
                         life, and I don't feel like I know 
                         him at all. Or ever will.

               With a look, Sandra acknowledges the stakes.

                                     SANDRA
                         I know it's not easy. Just remember, 
                         he didn't choose to be your father 
                         and you didn't choose to be his son. 
                         You just ended up together. You could 
                         pick numbers out of a dark bag and 
                         it'd be just the same. If you ask 
                         me, it's a wonder parents and children 
                         can stand each other at all.

                                     WILL
                         But I understand you, Mom. I always 
                         have.

                                     SANDRA
                         Well, clearly you don't. But I'm not 
                         the mystery you're trying to solve 
                         right now.

               INT. AT THE CHECKOUT - NIGHT

               Reaching the CASHIER, Sandra hands over her coupons. Will is 
               approaching with a Newsweek magazine.

               Two checkstands over, an ATTRACTIVE BLONDE WOMAN in her 50's

               is getting her change. Though she's Sandra's generation, she 
               carries herself like a much younger woman, with blue jeans 
               and sneakers.

               She accidentally makes eye contact with Will as he passes. 
               We HOLD ON the woman, who tracks Will as he reaches Sandra. 
               It's hard to read her reaction: does she recognize him, or 
               just find him attractive?

               Will notices the gaze. The woman turns away.

               Will racks his brain -- does he know this woman?

                                     SANDRA
                         Before I forget, your father has 
                         papers in the basement I'd like you 
                         to go through. I wouldn't know what's 
                         important.

                                     WILL
                              (distracted)
                         Mom, do you know who that is? Blonde 
                         hair.

               Sandra looks. After a beat, the Blonde Woman turns again, 
               semi-casually. Noticing that both Will and Sandra are looking, 
               she smiles a little before taking her cart to leave.

                                     SANDRA
                              (no idea)
                         Was she one of your teachers?

                                     WILL
                         No. But it's weird. She seemed to 
                         recognize me.

                                     SANDRA
                              (to the cashier)
                         Do you know who that is?

               The Cashier turns to look. He can only get a profile as the 
               woman leaves.

                                     CASHIER
                         Never seen her before. Pretty, though.

               INT. GUEST BEDROOM - NIGHT

               A portable fan quietly WHIRRS in the corner. Turned low, the 
               RADIO on the nightstand is playing a call-in AM sports show, 
               just a wash of background chatter. Edward lies asleep on his 
               back.

               At the window, Josephine quietly lowers the shade. She reaches 
               over Edward to switch off the radio. He stirs from the silence -- 
               he wasn't fully asleep -- and sees Josephine stretched over 
               him.

                                     EDWARD
                              (playfully lecherous)
                         Hello.

               She smiles.

                                     JOSEPHINE
                         Hi. How are you feeling?

                                     EDWARD
                         I was dreaming.

                                     JOSEPHINE
                         What were you dreaming about?

               He tries to recollect, but it's already gone. Josephine 
               motions, is it okay for her to sit on the bed? He nods.

                                     EDWARD
                         I don't usually remember unless 
                         they're especially portentous. You 
                         know what that word means, portentous?

               She shakes her head.

                                     EDWARD
                         Means when you dream about something 
                         that's going to happen.
                              (beat, gathering)
                         Like one night, I had a dream where 
                         this crow came and told me, "Your 
                         Aunt is going to die." I was so scared 
                         I woke up my parents. They told me 
                         it was just a dream, to go back to 
                         bed. But the next morning, my Aunt 
                         Stacy was dead.

                                     JOSEPHINE
                         That's terrible.

                                     EDWARD
                         Terrible for her, but think about 
                         me, young boy with that kind of power. 
                         Wasn't three weeks later that the 
                         crow came back to me in a dream and 
                         said, "Your Grampa is going to die." 
                         Well, I ran right back to my parents. 
                         My father said, no, Gramps is fine, 
                         but I could see there was trepidation. 
                         And true enough, that next morning 
                         my Grampa was dead.

               He sits up a bit in bed, his strength returning.

                                     EDWARD
                         For the next couple weeks, I didn't 
                         have another dream. Until one night 
                         the crow came back and said, "Your 
                         Daddy is going to die."
                              (beat)
                         Well, I didn't know what to do. But 
                         finally I told my father. And he 
                         said not to worry, but I could tell 
                         he was rattled. That next day, he 
                         wasn't himself, always looking around, 
                         waiting for something to drop on his 
                         head. Because the crow didn't tell 
                         how it was going to happen, just 
                         those words: your Daddy is going to 
                         die. Well, he went into town early 
                         and was gone for a long time. And 
                         when he finally came back, he looked 
                         terrible, like he was waiting for 
                         the axe to fall all day. He said to 
                         my mother, "Good God. I just had the 
                         worst day of my life."
                              (beat)
                         "You think you've had a bad day," 
                         she said. "This morning the milkman 
                         dropped dead on the porch!" Josephine 
                         smiles, a half-laugh, which gets him 
                         smiling too.

               A long beat. Then, deadpan...

                                     EDWARD
                         Because see, my mother was banging 
                         the milkman.

                                     JOSEPHINE
                         No, I understand.

                                     EDWARD
                         He was slipping her a little extra 
                         cream.

               She nods, a bit more of a laugh.

                                     EDWARD
                         He was filling her basket. He was 
                         making deliveries around back.

               As Edward continues, she can't help but laugh harder, 
               especially as the metaphors get more vulgar.

                                     EDWARD
                         He was buttering her rolls. Pumping 
                         her churn. Splashing milk in her 
                         box.

                                     JOSEPHINE
                         Stop.

                                     EDWARD
                         They were squeezing the cheese. 
                         Clanking the bottles. Licking the 
                         popsicle.

               She's starting to cry from laughing.

                                     EDWARD
                         Cracking the eggs and making an 
                         omelet.

               With that, he stops. She regains her composure.

                                     EDWARD
                         Spooning the sherbet.

                                     JOSEPHINE
                              (interrupting)
                         Can I take your picture?

                                     EDWARD
                         You don't need a picture. Just look 
                         up handsome in the dictionary.

                                     JOSEPHINE
                         Please?

               He rolls his eyes, why not.

               Josephine leaves, heading down the hall to get her camera. 
               We STAY WITH Edward in bed.

                                     JOSEPHINE (O.S.)
                         I have photos from the wedding to 
                         show you. There's a great one of you 
                         and my father. I had an extra print 
                         made.

               Edward grimaces, a flash of pain. Around others, he's hiding 
               how much it hurts, but alone we can see how bad it is.

               He controls his breathing, trying to push through it.

                                     JOSEPHINE
                         I want to see pictures of your 
                         wedding. I've never seen any.

               She returns with her camera. Edward smiles, doing a good job 
               masking the pain.

                                     EDWARD
                         That's because we didn't have a 
                         wedding. Your mother-in-law was never 
                         supposed to marry me. She was engaged 
                         to somebody else.

                                     JOSEPHINE
                              (loading film)
                         I never knew.

                                     EDWARD
                         Will never told you that?
                              (she shakes her head)
                         Probably just as well. He would have 
                         told it all wrong anyway. All the 
                         facts and none of the flavor.

                                     JOSEPHINE
                         Oh, so this is a tall tale?

                                     EDWARD
                         Well, it's not a short one.

               A devilish smile. Pushing past Edward, we settle on the 
               whirling fan.

                                                              MATCH CUT TO:

               SPINNING PINWHEEL

               held by a LITTLE BOY. He's slumped over his FATHER's shoulder, 
               being carried towards a big-top tent. We are...

               EXT. OLYMPIA CIRCUS - NIGHT

               ...where the second-rate carnival is parked for the moment 
               in an Alabama field. To the left, we spot Edward, 20-ish, 
               halfway through a bag of peanuts. He's still carrying the 
               backpack we saw earlier, and scratched up from his trip 
               through Spectre.

                                     EDWARD (V.O.)
                         I had just left Ashton, and was on 
                         my way to discover my destiny. Not 
                         knowing what that would be exactly, 
                         I explored every opportunity that 
                         presented itself.

               Joining the crowd, he heads into the big-top.

               INT. BIG TOP - NIGHT

               A troupe of STILT-WALKING FIREBREATHERS finishes their act 
               to tremendous APPLAUSE.

               As the performers clear away, the circus' owner-and-ringmaster 
               AMOS CALLOWAY (50) approaches the stands. He may only be 
               four feet tall, but Amos has a titanic presence.

                                     AMOS
                         Ladies and Gentlemen, you may think 
                         you've seen the unusual. You may 
                         think you've seen the bizarre. But 
                         I've travelled to the five corners 
                         of the world, and let me tell you, 
                         I've never seen anything like this.

               From behind Amos, CARNIES start rolling a massive ball towards 
               the crowd.

                                     AMOS
                         When I found this man, he was picking 
                         oranges in Florida. His fellow workers 
                         called him El Penumbra -- The Shadow -- 
                         because when you were working beside 
                         him, he blocked out the daylight. He 
                         could take a whole tree in his hands 
                         and shake off the fruit. I had to 
                         pay his crew boss $10,000 just so I 
                         could take him with me.

               Amos comes up to a MIDDLE-AGED WOMAN in the first row, a 
               quieter moment.

                                     AMOS
                         Not to alarm you, Ma'am. But if this 
                         man wanted to, he could crush your 
                         head between his toes.
                              (she trembles)
                         But he won't.
                              (a long beat)
                         He's not going to hurt her, folks, 
                         because he's our own Gentle Giant. 
                         Ladies and Gentlemen, I give you 
                         Colossus!

               The carnies back away from the ball as a deep DRUM ROLL 
               begins. A moment, then the ball starts to bulge from inside.

               A foot suddenly bursts out from within. GASPS from the crowd. 
               That foot is massive. In the stands, Edward looks closer. 
               Intrigued.

               As the drum beat intensifies, a second foot breaks out. 
               Followed by hands. Shoulders. Finally, the head. This is 
               COLOSSUS.

               From a very LOW ANGLE, we look up to see just how massive he 
               is. He seems to fill the Heavens. With his shaved head and 
               giant club, he seems more ogre than man.

               In the bandstands, a YOUNG BOY's jaw drops in awe. Colossus 
               walks down the row, letting the crowd get a better look at 
               him. Some reach out to touch him, disbelieving. A tight 
               spotlight follows him, revealing faces in the crowd.

               Colossus passes Edward, who seems unimpressed. He leans with 
               the spotlight, WHISTLING to get the big man's attention.

               He points to the edge of the stands, where his friend is 
               sitting on the dirt --

               KARL THE GIANT

               stands up, so big the spotlight has to widen just to hold 
               him. He's a good foot taller than Colossus. There's a GASP 
               from the crowd, along with nervous anticipation -- what will 
               happen next?

               ANGLE ON Amos, stunned, megaphone dangling.

               ANGLE ON Colossus, realizing the gig is up. With a resigned 
               shrug, he rests his club on his shoulder and walks away into 
               the shadows.

                                                                    CUT TO:

               INT. BIG-TOP - NIGHT / LATER

               As the stands empty, Edward and Karl talk to Amos.

                                     AMOS
                         What's his name? Does he talk? It's 
                         not important.

                                     KARL
                         Karl.

                                     AMOS
                         Tell me Karl, have you ever heard of 
                         the term "involuntary servitude?"

               Karl shakes his head.

                                     AMOS
                         "Unconscionable contract?"

               Nope.

                                     AMOS
                         Great, great. That's fantastic.

                                     EDWARD (V.O.)
                         It was on that night Karl met his 
                         destiny. And I met mine. Almost.

               INT. BIG TOP - NIGHT - CONTINUOUS

               As Amos pulls Karl aside to give him the hard sell, Edward 
               notices a BEAUTIFUL YOUNG WOMAN (16) leaving with her family. 
               She's wearing a blue dress and hat. For no good reason, she 
               looks back at Edward.

               The two make eye contact. And as they do, all motion FREEZES.

               A fiery baton remains mid-twirl, flames locked in place. A 
               spilled box of popcorn hangs in mid-air, each kernel like a 
               snowflake. Even the elephant is mid-poop.

               Only Edward is free to move, winding his way between the 
               frozen bodies, ducking underneath arms to get closer and 
               closer to this woman.

                                     EDWARD (V.O.)
                         They say when you meet the love of 
                         your life, time stops. And that's 
                         true. What they don't tell you, is 
                         that once time starts again, it moves 
                         extra fast to catch up.

               Suddenly, everything RUSHES. The crowd becomes a blur, and 
               the young woman is lost in its wake. Now it's Edward who's 
               frozen, helpless in time.

               EXT. DIRT PARKING LOT - NIGHT

               Edward checks in windows as cars pull out, searching for his 
               fated love. Not finding her, he becomes more frantic, running 
               down the rows.

                                                              CROSSFADE TO:

               THE EMPTY LOT

               Colossus is thumbing for a ride. The last pickup truck stops 
               and lets him climb in back.

               As the truck pulls out, it passes a dejected Edward. He'll 
               never find that girl, the love of his life.

               INT. BIG-TOP - NIGHT

               Amos leans over so Karl can sign a contract on his back. He 
               spots Edward walking back into the tent.

                                     AMOS
                         Hey kid! Your friend just made himself 
                         a star.

                                     EDWARD
                         That's great.

               Amos hands off the contract to a CLOWN.

                                     (INTRODUCING)
                         My attorney, Mr. Soggybottom.

                                     EDWARD
                         Good to meet you.

               Mr. Soggybottom HONKS his horn, then waddles off.

                                     AMOS
                         What's the matter with you, kid? I 
                         haven't seen a customer so depressed 
                         since the elephant sat on that 
                         farmer's wife.
                              (beat)
                         Get it? "Depressed?"

               Karl chuckles.

                                     AMOS
                         See! The big guy likes it.

                                     EDWARD
                         I just saw the woman I'm going to 
                         marry, I know it. But then I lost