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ALL SCRIPTS





Hannah and Her Sisters

                  HANNAH AND HER SISTERS

                           by

                       Woody Allen



As the last credit appears, the song ends in a crescendo and
the screen fades to total black.

Immediately, a new melody begins, an uptempo jazz number, as
a title appears on the screen.

                  "God, she's beautiful..."

                                            CUT TO:

INT. HANNAH'S APARTMENT - NIGHT

A full face of Lee, wearing a gray sweater and leaning
against the dining room doorway.  She gazes into the camera
with a half-smile on her face as Elliot speaks over the
screen.

                         ELLIOT (V.O.)
            God, she's beautiful.

Lee glances over her shoulder, then turns from the doorway
and walks away.  The camera follows her, moving across a
book-and-photograph-filled bookshelf that obscures her from
view as she walks into a crowded, comfortable vestibule.
People, some holding drinks, some just entering the
apartment, surround her.  Everyone is talking at once,
carrying on easy, familiar conversation.

                         ELLIOT (V.O.)
            She's got the prettiest eyes, and
            she looks so sexy in that sweater.

Lee smiles at the various people, exchanging greetings.

                         LEE
            Hi, how are you?

Two more guests enter the apartment; the vestibule is full
now.  Still walking, Lee lightly hugs one of the children as
she continues on her way towards the living room.  Elliot's
voice, as well as the jazzy music, is heard.

                         ELLIOT (V.O.)
            I just want to be alone with her
            and hold her and kiss her...

Lee walks into the living room, turning her head back for a
moment to talk to the child she has just hugged.

                         ELLIOT (V.O.)
            ...and tell her how much I love her
            and take care of her.  Stop it, you
            idiot.  She's your wife's sister.
            But I can't help it.

The camera is still moving with Lee as she smiles and stops
to chat with her mother.  Elliot's voice, as well as the
music, continues over the low din of warm conversation.

                         ELLIOT (V.O.)
            I'm consumed by her.  It's been
            months now.  I dream about her.  I-
            I, I think about her at the office.
            Oh, Lee.
                   (sighing)
            What am I gonna do?

Lee starts to walk off again, finishing her conversation
with her mother.  She passes several other guests, then
turns to greet April, giving her a warm, brief hug.

                         ELLIOT (V.O.)
            I hear myself mooning over you, and
            it's disgusting.  Before, when she...

Elliot's voice-over continues as he is actually seen,
standing in a doorway having a conversation with a gesturing,
rotund man.  Both are holding drinks as Lee, carrying a tray
of hors d'oeuvres and two drinks, walks between them.  The
space is very tight; the men hold up their drinks to make
room for her.

                         ELLIOT (V.O.)
            ...squeezed past me in the doorway,
            and I smelled that perfume on the
            back of her neck...

Elliot watches Lee walk off; the other man, oblivious,
continues to talk.  Elliot reluctantly returns to the
conversation, but he can't help turning his head to gaze at
the offscreen Lee as the other man chatters on.

                         ELLIOT (V.O.)
            ...Jesus, I, I thought I was gonna
            swoon!  Easy...

The camera resumes following a smiling Lee.  She has just
put down the tray and drinks near April, and briskly and
obliviously, she walks past a doorway where Elliot, still
ruminating, watches her, entranced.

                         ELLIOT (V.O.)
            You're a dignified financial
            advisor.  It doesn't look good for
            you to swoon.

The camera stays with Elliot, who is still watching the
offscreen Lee.  In the background, guests continue to
chatter warmly with each other.

Hannah, carrying a tray of hors d'oeuvres, walks up behind
the distracted Elliot.

                         HANNAH
                   (nibbling on an hors d'oeuvre)
            Elliot?  Elliot?
                   (rubbing his shoulder)
            Sweetheart?

Elliot returns from his reveries with a start.

                         ELLIOT
                   (turning to Hannah)
            Mm-hm?

                         HANNAH
                   (pointing to the tray)
            Have you tried these?  These are
            wonderful.
                   (nibbling, swallowing)
            Holly and her friend made them.

Elliot, taking one of the hors d'oeuvres, starts nibbling as
well as he and Hannah walk past the bookshelf into the
living room.

                         ELLIOT
                   (swallowing)
            They're fantastic.

                         HANNAH
                   (overlapping, still eating)
            Aren't they great?

                         ELLIOT
            Your sister is an unbelievable cook.

                         HANNAH
                   (swallowing)
            I know!  I know!

Elliot and Hannah, eating and talking, walk past a hallway
and offscreen as Holly appears, walking down the hallway.
She holds a drink and a plate of hors d'oeuvres; she stands
at the entrance to the hallway, eating and looking at the
offscreen guests.

                         HANNAH
                   (walking offscreen)
            She has all the cooking talent.

                         ELLIOT
                   (walking offscreen swallowing)
            No, she doesn't, either.  You've
            got tons as well.

                         HANNAH
                   (offscreen)
            Ohhh, but I've eaten five of these.

Holly, standing in the hallway onscreen, swallows loudly.

                         ELLIOT
                   (offscreen,
                   overlapping Holly)
            Holly, why don't you open your own
            restaurant?

                         HOLLY
                   (turning to the
                   offscreen Elliot and
                   Hannah, trying to swallow)
            Mmm, we practically are.  Well...
                   (holding her hand to
                   her mouth)
            not a restaurant, but...
                   (swallowing)
            April and I are going to do some
            catering!

                         HANNAH
                   (offscreen)
            What?  You're kidding!

                         HOLLY
                   (nodding)
            No, no, we decided!

Holly takes a sip of her drink as Hannah and Elliot walk
over to her.

                         HANNAH
            Perfect!

                         HOLLY
                   (nodding and swallowing)
            Mmm...I mean, we love to cook for
            our friends, so
                   (gesturing)
            we thought until an acting job
            comes through, we could just make
            some extra money, you know, doing a
            few private parties.

                         ELLIOT
                   (nodding)
            Great idea.

                         HANNAH
                   (agreeing)
            I know.

                         ELLIOT
                   (overlapping Hannah)
            That's where your talent lies.

                         HOLLY
                   (swallowing and nodding)
            I know.

Holly and Hannah begin to laugh.

                         HOLLY
                   (gesturing to Elliot,
                   still laughing)
            Get outta here.
                   (to Hannah)
            Could I speak to you privately?

                         HANNAH
            Oh, sure.

Holly and Hannah walk off; Elliot watches them leave.

                         ELLIOT
                   (calling after them
                   as he nibbles on an
                   hors d'oeuvre)
            I'm her husband!  She tells me
            anything!

                                            CUT TO:

INT. HANNAH'S KITCHEN - NIGHT

Hannah, licking her fingers, walks past a memo-cluttered
refrigerator to the stove as Holly, behind her, begins to
speak.  The faint sounds of music are still heard.

                         HOLLY
            Hannah, I have to borrow some more
            money.
                   (sipping her drink)
            Don't get upset.

                         HANNAH
                   (stirring some food
                   in a saucepan on the stove)
            Mmm, I never get upset over that.
            Mmm?

                         HOLLY
            This is the last time, I promise.
            And I'm keeping strict accounts.

As Holly talks, sipping her drink, Hannah busily works in
the kitchen, which contains a large center table stacked
with bowls and plates of food, hanging pots and pans, and
general party clutter.  She walks on-and-offscreen as she
talks and listens to her sister.

                         HANNAH
            Holly, please.  Don't insult me.

                         HOLLY
                   (putting her empty
                   glass and plate down
                   on the table)
            Someday, I'll pay it all back.

                         HANNAH
            I know.  H-how much do you need?

                         HOLLY
            Two thousand dollars.

Hannah, who'd been mashing some food in a bowl on a nearby
counter, hesitates momentarily.  She turns to Holly.

                         HANNAH
                   (trying to nod her
                   head casually)
            Uh-huh.

                         HOLLY
                   (gesturing, her back
                   to the camera)
            Hannah, I know it's a lot, but my
            friend April and I, we have this
            catering idea I think's going to be
            great.

Hannah, licking her fingers, walks past Holly.

                         HOLLY
                   (turning to face Hannah)
            You admit that we're great cooks,
            right?

                         HANNAH
                   (nodding, back at the
                   stove now, stirring
                   in a pot)
            Yeah.

                         HOLLY
                   (putting her hands in
                   her pockets)
            Well, in order to get started,
            there's just a few things I have to
            buy...
                   (gesturing)
            and some old debts I have
            outstanding.

                         HANNAH
                   (looking at her sister)
            Will you just tell me one thing?

                         HOLLY
                   (nodding)
            Okay.

                         HANNAH
            Are we talking about cocaine again?

                         HOLLY
                   (shaking her head no)
            I swear.  I swear.  We've already
            got some requests to do a few
            dinner parties.

A timer goes off.  Hannah walks past Holly to attend to some
food on a different stove.  Holly turns to face her.  Only
Holly is seen as she talks to the offscreen Hannah, the
camera moving in closer on her face.  As Holly speaks, she
distractedly nibbles an hors d'oeuvre.  In the background,
her parents can be heard singing in the living room.

                         HOLLY
            I mean, obviously, I'm not going to
            be a caterer forever, you know.  We
            both still go to auditions.
            Something could turn up at any
            moment.  But the parties are at
            night, days are free, I can still
            take my acting class.  I haven't
            done drugs on a year.

Holly pops another hors d'oeuvre into her mouth as the
background singing gets louder and the film cuts to:

INT. HANNAH'S LIVING ROOM - NIGHT

The living room is crowded with family and guests sitting
comfortably on chairs near the piano, where Evan, Hannah's
father, plays "Bewitched" as Hannah's mother, Norma, sits
nearby, accompanying him in their duet.  A child is sprawled
out under a blanket on a sofa; some guests chatter quietly;
others drink and eat, listening.

                         EVAN & NORMA
                   (singing)
            "A whimpering, simpering
            Child again
            Bewitched, bothered, and bewildered
            Am I..."

As they continue to sing, the film cuts back to the kitchen,
where Lee, carrying some glasses, enters through the doorway.

                         LEE
            Mom and Dad are floating down
            memory lane again!

Lee walks over to her sisters, putting the glasses down on a
counter.  Hannah is scooping seeds out of a cantaloupe.
Holly, leaning on the table, sips her drink.  The music from
the living room is softly heard as the three sisters chat
comfortably and easily with each other.

                         HANNAH
                   (smiling and turning
                   to Lee)
            Aah... Hey, have you tried Holly
            and her friend's shrimp puffs?

                         LEE
                   (nodding to Holly,
                   touching her arm)
            I think they're fantastic.

                         HANNAH
                   (to Holly)
            You've outdone yourself.

                         HOLLY
                   (overlapping her
                   sisters, shrugging
                   and smiling)
            Oh, my God.  Thank you.

                         LEE
                   (interrupting, to Hannah)
            I need an antihistamine.  Mom
            thinks she's feeling her asthma,
            and so...

                         HANNAH
                   (overlapping)
            Ohh?

                         HOLLY
                   (overlapping, lighting
                   a cigarette)
            Uh-oh.

                         LEE
                   (continuing)
            ...before she starts turning into
            Camille...
                   (laughing)


                         HOLLY
                   (overlapping)
            Yeah, Mom's Camille when she gets
            up in the morning.

                         LEE
                   (turning to Holly)
            At least she isn't drinking.  Did
            you notice?

                         HOLLY
                   (nodding)
            Mm-hm.

                         HANNAH
                   (turning to look at
                   her sisters, laughing)
            Doesn't she look great in that new
            dress?

                         HOLLY
                   (nodding)
            Yeah.

                         LEE
                   (nodding)
            Yeah.

The sisters all talk at once; Hannah is still working at the
sink.

                         HANNAH
            Don't you think she does?

                         HOLLY
            She really does, though.

                         LEE
                   (turning towards the sink)
            Yeah, she knows it, too, 'cause
            she's flirting with all the men here.

                         HOLLY
                   (puffing on her cigarette)
            God.

                         HANNAH
                   (scooping out some
                   cantaloupe seeds)
            Maybe when she's eighty, she'll
            stop straightening her garter belt
            when there's a guy around.

                         HOLLY
                   (to Lee, laughing)
            I should get a garter belt.

                         LEE
                   (laughing)
            Yeah.

                         HOLLY
                   (looking down at herself)
            Get a garter belt...
                   (sipping her drink)
            Get a garter belt and flirt.

                         LEE
                   (laughing, to Hannah)
            Where are the antihistamines?

                         HANNAH
            Oh, I don-- Ask Elliot for that.
            Uh, he's got them somewhere.

                         LEE
                   (nodding)
            Okay.

Lee leaves the kitchen.  Holly, puffing on her cigarette,
watches her go.

                         HOLLY
                   (sighing)
            Frederick didn't come with her.

                         HANNAH
                   (turning to Holly,
                   still working at the sink)
            When does Frederick ever come with
            her?

                         HOLLY
                   (whispering intently)
            Tch.  He's such an angry...he's
            such a depressive.  I thought she
            was moving out!

Hannah shakes her head in disapproval while Holly angrily
takes another sip of her drink.

And the film cuts briefly back to the living room, where
Evan is still playing the piano and singing.  The camera
moves past him and a few guests to Norma, who is
enthusiastically singing along, looking at Evan and moving
her hands.

                         EVAN & NORMA
                   (singing)
            "A pill he is
            But still he is
            All mine and I'll
            Keep him until he is
            Bewitched, a'both--"

                                            CUT TO:

INT. HANNAH'S DINING ROOM - NIGHT

The table is beautifully set for Thanksgiving dinner,
complete with candles, flowers, cut crystal, china, and
silver.  Hannah's children are playing in the room as Hannah
enters, carrying a huge roast turkey.  Behind her is Holly,
carrying a casserole.  Hannah's parents can still be heard
singing in the background.

                         HANNAH
                   (to the children)
            Watch out, you guys.  Beep-beep!

                         HOLLY
                   (overlapping)
            Oh, your kids are so adorable.

                         CHILDREN
                   (walking through the doorway)
            Bye!  Bye!

                         HOLLY
                   (putting down her
                   bowl on the table)
            God, it gets so lonely on the
            holidays.

                         HANNAH
                   (setting down the
                   turkey on the opposite
                   end of the table)
            Oh, gosh.  Well, you know, that's
            why I invited Phil Gammage tonight.

As the sisters talk, the piano music stops.  There's the
sound of light applause as Evan begins a new song, faintly
heard in the dining room.

                         HOLLY
                   (grimacing, reacting
                   to Hannah)
            Oh, Hannah!

                         HANNAH
                   (overlapping)
            It's, uh, you never know--

                         HOLLY
                   (interrupting, gesturing)
            He's such a loser!

                         HANNAH
            He's not a loser at all!

                         HOLLY
                   (shaking her head)
            Oh, he's such a loser!

                         HANNAH
                   (overlapping, lighting
                   a set of candles on
                   the table)
            He's the headmaster of Daisy's
            school.

                         HOLLY
            Oh, perfect!  He reminds me of
            Ichabod Crane.
                   (moving her hand up
                   and down her throat)
            His Adam's apple keeps jumping up
            and down whenever he gets excited.
                         HANNAH
                   (laughing)
            Listen.  He's a lot better than
            your ex-husband.  He's got a good
            job.
                   (handing a pack of
                   matches to Holly)
            Would you light those, please?
            He's-he's-he's not a dope addict or
            anything.

                         HOLLY
                   (striking a match to
                   light another set of candles)
            Give me a break.

                         APRIL
                   (offscreen)
            Am I interrupting...

The film cuts to April, standing in the doorway of the
dining room and holding a drink.

                         APRIL
                   (continuing)
            ...any sister talk?

                         HANNAH
                   (offscreen)
            Mm-mm!

                         HOLLY
                   (offscreen)
            Come in.

The camera moves with April as she walks over to the table,
where Hannah and Holly are lighting candles.

                         APRIL
            Oh, good...

                         HANNAH
                   (overlapping, still offscreen)
            Come in, come in.

                         APRIL
                   (gesturing)
            ...because there are no interesting
            single men at this party!

                         HANNAH
                   (now onscreen)
            Oh, listen...

                         HOLLY
                   (interrupting, waving
                   out her match)
            I know.  It's terrible!

                         APRIL
                   (shaking her head)
            I mean, I've looked everywhere.

                         HANNAH
                   (picking at the
                   turkey and gesturing)
            Maybe April would like Phil.  Phil
            Gammage, the tall guy in there by
            the piano.

Holly groans, looking at her sister, while April sips her
drink and nods.

                         APRIL
                   (pointing to herself)
            Hm-mm.  Oh, yeah.  I met Phil.

                         HANNAH
                   (looking at April, nodding)
            Mmm?

                         APRIL
            He's the--He looks like Ichabod
            Crane?

Hannah screams with laughter as she walks toward the end of
the table, past a gleeful Holly, who points her finger at
Hannah as she passes.  Hannah, still laughing, playfully
pushes the accusing finger away.

                         APRIL
                   (laughing with the
                   sisters, gesturing)
            I love that.  That's my type.

                         HANNAH
                   (shaking her head, laughing)
            I can't believe it!

She walks over to a nearby china cabinet.

                         APRIL
                   (nodding and looking
                   at Hannah)
            No, really, I really like him a lot.

                         HOLLY
                   (overlapping, laughing
                   and gesturing)
            No, really, we mustn't get
            discouraged.

As Holly continues to tease her sister, Hannah opens a
drawer in the cabinet.  She takes out two apples decorated
with paper turkey heads and tails and hands them to April.

                         HOLLY
                   (fussing at the table)
            Hannah will invite some men over
            who don't look like Ichabod Crane.

                         APRIL
                   (overlapping)
            Mmm.

April starts to put the turkey apples on the table.  A
bemused Hannah takes two more out of the cabinet and places
one of them on the table as well.

                         HOLLY
                   (straightening a
                   table setting)
            Not this Thanksgiving, you know.

                         HANNAH
                   (overlapping, to
                   April, who has just
                   set down her apples)
            Here.  Be careful with those.

                         HOLLY
                   (continuing her
                   teasing, gesturing)
            Maybe at Christmas, New Year's.  If
            not this New Year's, maybe next New
            Year's.

While Holly is talking, Hannah hands her the last turkey
apple, accidentally sticking her with one of the toothpicks
that keeps the decorations in place.

                         HOLLY
                   (reacting)
            Ouch!

                         HANNAH
                   (turning to her
                   sister in surprise)
            Oh!

The film cuts to a short hallway leading to a bathroom in
Hannah's apartment.  In the foreground is a standing lamp.
In the background, Elliot is seen walking inside the
bathroom, looking around the room.  Light piano music is
dimly heard.

                         ELLIOT
                   (searching)
            Must be here someplace.

He walks out of the bathroom, moving down the hallway
towards the camera.

                         LEE
                   (offscreen)
            Oh, you know, I, I love that book
            you lent me.  The Easter Parade?
            You were right.  It had very
            special meaning for me.

                         ELLIOT
            How's Frederick?  He didn't come.

Elliot walks into the bedroom as Lee continues to talk
offscreen.  The camera, leaving Elliot, moves across the
room, past a wall of framed paintings, a headboard and bed,
a night table and lamp, revealing Lee. She is flipping
through a book by a curtained window.

                         LEE
                   (offscreen)
            Oh, well, you know Frederick.  One
            of his moods.  Although it wasn't a
            bad week.  He
                   (onscreen)
            uh, sold a picture.

                         ELLIOT
                   (offscreen)
            Oh, great.

The camera stays with Lee as she walks around the room, past
another curtained window, a television set, and a rolltop
desk.  She absently flips through the book as she talks to
the offscreen Elliot.

                         LEE
            Yeah, it was, it was one of his
            better drawings, a very beautiful
            nude study.  Actually, it was of me.
                   (laughing)
            It's funny, you know, it's a funny
            feeling to know you're being hung
            naked in some stranger's living room.

Lee puts the book she's been holding down on the desk, only
to pick up another one.  She looks at the offscreen Elliot.

                         LEE
            Well, you can't tell it's me,
            although--
                   (pausing)
            You're turning all red, Elliot.

She reacts.  The camera moves to a blushing Elliot, following
him now as he walks across the room.

                         ELLIOT
                   (laughing self-consciously)
            Really?  So, so, what else?  Wh-
            what are you up to?

                         LEE
                   (offscreen)
            Oh, I don't know.  My unemployment
            checks are running out.  Um, I was
            thinking of taking some courses at
            Columbia with the last of my savings.

As Lee speaks, Elliot parts a hanging curtain against the
wall to reveal a stereo and some records.  He looks at the
offscreen Lee.

                         ELLIOT
            Like, uh...?

                         LEE
                   (offscreen)
            I don't know exactly.

As Elliot reaches inside the stereo shelf, grabbing a bottle
of antihistamines, the camera moves back to Lee, who sits
down on the bed.  She is still holding a book.

                         LEE
            Uh, sociology, psychology maybe.  I
            always thought I might like to work
            with children.

Elliot walks over to Lee; he sits down on a footstool in
front of her.

                         ELLIOT
                   (gesturing with the
                   bottle of pills
                   gripped in his hand)
            Incidentally, I-I always have
            clients who are furnishing places.
            Some of them might-might be
            interested in buying art.  Shall I,
            shall I call you?
                   (chuckling self-consciously)


                         LEE
            Yeah, sure.
                   (taking the bottle of
                   pills Elliot hands her)
            You know, uh, Frederick would
            really by grateful for a sale.

She chuckles; Elliot smiles and chuckles with her.

                         HANNAH
                   (offscreen)
            Hey, you guys?

Elliot turns in the direction of his wife's voice.

                         HANNAH
                   (offscreen)
            Dinner's ready.

Hannah, eating a carrot stick, enters the bedroom.  The
camera stays with her momentarily as she walks towards
Elliot and Lee.

                         LEE
                   (offscreen)
            Oh, great.

                         HANNAH
                   (overlapping)
            You look so beautiful.

                         LEE
                   (offscreen)
            Come on.

                         HANNAH
                   (standing by Elliot
                   and Lee)
            Doesn't she look pretty?

                         LEE
            I bumped into your...

                         ELLIOT
                   (overlapping, agreeing
                   with Hannah)
            Yeah.

                         LEE
                   (continuing)
            ...ex-husband on the street the
            other day.

                         HANNAH
                   (biting her carrot)
            Oh, yeah?

                         LEE
                   (gesturing)
            He was, he's just as crazy as ever.
            He was on his way to get a blood
            test.
                   (laughing, Elliot
                   joining in)


                         HANNAH
                   (reacting)
            God, Mickey's such a hypochondriac.
            I wonder how he'd handle it if
            there was ever anything really
            wrong with him?

                         ELLIOT
                   (standing up)
            Let's go have dinner, shall we?

                         HANNAH
                   (overlapping)
            Mmm.

                         LEE
                   (standing up, overlapping)
            Good idea.

                                            CUT TO:

INT. DINING ROOM - NIGHT

Everyone is seated around the table for Thanksgiving dinner.
Facing the camera are Holly, Lee, Norma, and Hannah.  She
sits to the left of Elliot, who's at the head of the table.
On his right is Evan; April sits next to him.  She and the
other guests sit with their backs to the screen.  The table
overflows with food, floral decorations, and candles.  In
the background, the children sit at a separate table; a maid
serves them turkey.  The guests chatter comfortably among
themselves as they eat.

                         EVAN
                   (clanking a piece of
                   silverware against
                   his water glass)
            Now, ladies and gentlemen...

                         HOLLY
                   (making a face)
            Dad.

Evan continues to clank his glass to get everyone's attention.

                         HOLLY
            Dad...

                         LEE
                   (reacting, to Holly)
            Oh...

                         HOLLY
            Dad!

                         EVAN
                   (still clanking)
            No, now...

                         HOLLY
            I'm starving!

Resigned, Holly puts down her silverware.  Lee smothers a
laugh.  Norma, reacting, glances at Holly and Lee.  Everyone
knows what's coming.

                         EVAN
                   (clanking away)
            ...this is a toast!  This is a toast.

                         HANNAH
                   (reaching across the
                   table for Evan's wine
                   glass, laughing)
            Get his wine away.

                         EVAN
            This is a toast.  You know this
            beautiful Thanksgiving dinner was
            all...

Holly laughs.  Lee glances over to her, reacting.  Hannah,
embarrassed, reacts and sits with her hands on her face.
Lee and the rest of the guests put down their silverware.
They look at Evan, listening.

                         EVAN
            ...prepared...by Hannah.

Hannah, embarrassed, makes a victory sign.

                         HANNAH
                   (modestly pointing to
                   the maid)
            Uh, and a little help...

Lee and Holly try to suppress their laughter.  Norma glares
at them.

                         NORMA
                   (to her daughters)
            Hey!

                         HANNAH
                   (continuing)
            ...from Mavis, also.

Elliot wraps his arm around Hannah; he pulls her towards him
affectionately and kisses her on the cheek.  She hugs him
back.

                         ELLIOT
                   (hugging Hannah)
            You bet.

                         HANNAH
                   (overlapping, looking
                   down the table while
                   still in Elliot's embrace)
            Holly and April, thanks for helping.

Mavis the maid exits, carrying some trays, as the group
starts to cheer and applaud.  Holly waves her napkin at
April, then holds up her wine glass.

                         EVAN
                   (overlapping the noise)
            No, you did it.

                         HOLLY
                   (overlapping, toasting
                   her friend)
            April, April!

                         HANNAH
                   (overlapping, gesturing)
            I am... I did slave all day.

                         EVAN
                   (overlapping, holding
                   out his wine glass)
            And we drink to her, and we all
            congratulate her on her wonderful
            accomplishment during this last
            year...her great success in A
            Doll's House!

The group continues to cheer as they all toast Hannah.  She
reacts, smiling but embarrassed.

                         NORMA
                   (overlapping, laughing)
            Ya-a-a-a-y!
                   (laughing)
            I played Nora.  I hate to tell you
            what year...

The guests, sipping their wine, quiet down as Norma continues
to speak.  Lee and Holly unsuccessfully try to contain their
laughter.  Mavis reenters the dining room to serve more food
to the children.

                         NORMA
                   (continuing)
            And it's very difficult to behave
            like Torvald's little chipmunk
            without making a perfect ass out of
            yourself!
                   (pausing while the
                   guests laugh heartily)
            Now I think that Ibsen would have
            been damn proud of our Hannah!

Norma toasts her daughter; everyone follows her.  The
applause and cheers begin anew.  Hannah, reacting, chuckles.

                         APRIL
                   (overlapping the
                   applause and clapping loudly)
            Speech!  Speech!  Speech!

                         NORMA
                   (overlapping)
            Yea-a-a-a-ah!

A few guests sip their wine.  They all quiet down as Hannah
starts her speech, glancing around the table and gesturing.

                         HANNAH
                   (reacting)
            I don't know about that.  Oh, no, I
            just, see, I-I've been very, very
            lucky.  W-when I had the kids, I
            decided to stop working and just,
            you know, devote myself to having
            the family, and I've been very,
            very happy
                   (banging her fists
                   lightly on the table)
            but...I've always secretly hoped
            that maybe some little gem would
            come along and tempt me back on the
            stage...

                         EVAN
                   (nodding)
            Yeah.

                         HANNAH
                   (overlapping)
            ...just for a second.  So, now I
            got that out of my system and I can
            go back to the thing that makes me
            happiest.

Hannah tenderly takes Elliot's hand as she looks around the
table.  He, in turn, kneads her shoulder, chuckling with
equal tenderness.

                         EVAN
                   (chuckling)
            Oh, bravo!  Bravo!

Hannah, still embarrassed, looks down at a plate.  The group
applauds once more, toasting and drinking, and warmly
sounding their approval.

                                            CUT TO:

                "We all had a terrific time."

Classical string music plays as the film cuts to:

EXT. MANHATTAN STREET - NIGHT

A taxi moves down Broadway towards the camera, passing a
truck on the right, the Winter Garden marquee advertising
Cats, and several buildings, and as the taxi moves offscreen,
the classical music still playing, the movie cuts to the
taxi's backseat.  Lee sits by the window, leaning her head
in her hand, a reflective look on her face.  Her voice is
heard over the screen.

                         LEE (V.O.)
            Is it my imagination, or does
            Elliot have a little crush on me?
                   (chuckling slightly)
            It's funny.  I've had that thought
            before.  He pays a lot of attention
            to me all the time, and he blushed
            tonight when we were alone in the
            bedroom.  I wonder if he and Hannah
            are happy?  It's funny, I...I still
            feel a little buzz from his flirting.

                                            CUT TO:

INT. FREDERICK'S LOFT - NIGHT

Lee stirs a cup of coffee on the counter of the loft's
modern kitchen area; a nearby vase hold flowers.  She walks
across the loft, with its high ceilings and beige walls,
holding her coffee.

                         LEE
                   (to an offscreen Frederick)
            Want some coffee or tea?

                         FREDERICK
                   (offscreen)
            No, thank you.

Lee continues to walk, past a modern chaise, a bookcase,
some sofas, two columns.  Lamps hang down from the ceiling.
The classical music still plays in the background.  Lee
stops at a plastic-enclosed work area.  Frederick can be
seen working at a drawing board on the other side of the
clear plastic screen.

                         LEE
                   (stirring her coffee)
            How about something to eat?

                         FREDERICK
            No, nothing.

The background music stops.

                         LEE
            Are you sure?

                         FREDERICK
            Absolutely.

                         LEE
                   (walking around the
                   screen to Frederick)
            Mmm, what am I gonna do with you?
                   (laughing)


As Lee walks over to the drawing board where Frederick is
sitting, he is seen intently cleaning some paintbrushes with
a rag.  Lee stands by him, leaning over the board, and looks
directly at him.  The table is filled with cans of brushes
and artist's equipment.

                         LEE
            God!
                   (sniffing)
            And why didn't you come tonight?
            We all had a terrific time.  I
            really think you would have enjoyed
            yourself.

                         FREDERICK
                   (not looking at Lee)
            I'm going through a period of my
            life where I just can't be around
            people.
                   (putting down the
                   brushes and wiping
                   his hands with the
                   same rag)
            I didn't want to wind up abusing
            anyone.

                         LEE
            You're not going to abuse them.
            They're all so sweet.

                         FREDERICK
                   (taking off his glasses)
            Lee...
                   (pausing, reaching
                   for Lee's hand)
            you are the only person I can be
            with...who I really look forward to
            being with.
                   (pulling Lee to him,
                   around the board)


                         LEE
                   (compliantly)
            You're too harsh with everyone.
            You know that, don't you?

Frederick and Lee embrace; Lee sighs.

                         FREDERICK
                   (looking into Lee's eyes)
            Isn't it enough that I can love you?

                         LEE
                   (sighing)
            Mmm...

                         FREDERICK
            Hmm?

                         LEE
                   (overlapping)
            ...you're such a puzzle.
                   (chuckling)
            So sweet with me and
            so...contemptuous of everyone else.
                   (sighing)


                         FREDERICK
                   (sniffing)
            Well, there was a time
                   (sniffing again)
            when you were very happy to be only
            with me.  You wanted to learn
            everything about poetry, about music.

                         LEE
                   (nodding)
            Mm-hm.

                         FREDERICK
            Have I really taught you everything
            I have to give?
                   (shakes his head)
            I don't think so.

Lee kisses Frederick twice, then releases him and walks out
of the work area.

                         LEE
                   (turning her head in
                   Frederick's direction)
            Oh, Elliot said he might have a
            couple of clients for you.

Lee walks over to the loft's stereo area, pulling up the
sleeves of her sweater as Frederick talks.

                         FREDERICK
                   (offscreen)
            I'm sure all those morons he
            handles have a deep feeling for art.

Lee picks up a book from the stereo shelf.  She leans back
against the unit, glancing through its pages.

                         LEE
                   (flipping through the book)
            Mmm
                   (chuckling)
            you never know.  They might.  He's
            just trying to do the nice thing.

                         FREDERICK
                   (offscreen)
            Because he likes you.

                         LEE
                   (looking up from the book)
            Me?

                         FREDERICK
            Yeah.

Frederick, leaving his work area, walks past Lee; his hands
are in his pockets.

                         FREDERICK
                   (looking at Lee as he
                   goes by)
            Elliot lusts after you.

                         LEE
            Based on what?  You never even see
            him.

The camera stays with Frederick as he walks into the loft's
bedroom area.

                         FREDERICK
            Based on...whenever you see him,
            you always come home full of books
            he's recommended...

He sits down at the foot of the bed and starts taking off
his shoes.

                         FREDERICK
                   (continuing)
            ...or films you must see or...
                   (shrugging)

                         LEE
                   (walking over to him)
            Oh, no, no, no.  He's my sister's
            husband.  And I think if you gave
            him half a chance, you'd like him.
            He's very intelligent.

Lee sits down next to Frederick; he takes her hand.

                         FREDERICK
            He's a glorified accountant, and
            he's after you.
                   (kissing Lee's hand)
            And I prefer to sell my work to
            people who appreciate it, not to
            rock stars.
                   (kissing Lee's face)
            You understand?

Lee kisses Frederick back on the cheek.  They embrace.
Frederick laughs; their embrace gets tighter.

                         LEE
                   (sighing)
            Ohhh!

                                            CUT TO:

                     The hypochondriac.

Upbeat jazz plays in the background and continues as the
film cuts to:

INT. TV STUDIO CORRIDOR - NIGHT

Metal elevator doors open and Mickey Sachs, a high-powered
television producer, walks out, deep in conversation with
his assistants, Paul and Larry.  As the elevator operator
begins to reclose the door with his passengers, Mickey, his
assistants fast behind, walks down an office corridor past
busy groups of studio personnel.  Indistinct conversation,
as well as the jazz, is heard in the background as the trio
talk.

                         MICKEY
                   (gesturing)
            What do you mean, they won't let us
            do the sketch?

                         PAUL
            Talk to Standards and Practices.
            They think it's too dirty.

The trio pass Mary, another assistant, in conversation with
two other co-workers.  She holds a clipboard.

                         MICKEY
            But we showed it to them in
            rehearsal!

Without missing a beat, he takes Mary's wrist and continues
walking.

                         MICKEY
                   (to Paul)
            You know, what'd they do, figure
            out what the words mean?

A foursome now, they briskly walk past a man and a woman
going over a script.  Mary and Mickey lead; Paul and Larry
follow.

                         MARY
            Mickey, we got a half hour to air!

As the group walks through a large doorway, Larry catches up
to Mickey.

                         LARRY
            We're short!  The show is five
            minutes short!

The group turns right into a new corridor, briefly off the
screen.  As they scurry off, their voices are heard.

                         MICKEY
            How could it be short?  We timed
            everything
                   (offscreen)
            long.

                         PAUL
                   (offscreen)
            If we have to...

They are all now seen walking down the new corridor towards
the camera.  The corridor is crowded with busy TV personnel.
The group continues to talk frantically as people hurry past
them.  One man pushes rudely past Mary as he walks; she
looks back at him briefly.

                         PAUL
                   (continuing)
            ...pull out the sketch, then we'll
            be ten minutes short!

                         MICKEY
                   (gesturing)
            I don't know how they can do that
            to us.  That's-- We go on in thirty
            minutes, right?

Mary checks her wristwatch as they rush down the corridor.

                         LARRY
                   (squeezing past
                   several passersby)
            They're doing it because our
            ratings are low.

                         MICKEY
                   (nervously rubbing
                   his forehead)
            I got such a migraine.

As the group briskly walks past an open door, Gail, another
assistant, runs out, brandishing her glasses.

                         GAIL
                   (offscreen)
            Hey, Mickey!

Gail runs in front of the group.  Without missing a step,
she faces Mickey and walks backwards, gesturing and talking
frantically.

                         GAIL
            Mickey!  Listen, we better go right
            to Ronny's dressing room.  This kid
            must have taken sixteen hundred
            Quaaludes.  I don't think he's
            going to be able to do the show!

The fast-tracking group turns the corner.  Gail pats Mickey's
back; she gestures in exasperation.

                         MICKEY
                   (gesturing towards heaven)
            Why me, Lord?  What did I--

He is interrupted by Ed Smythe, an official from the
Standards and Practices Department, who's been standing in
the corridor waiting for Mickey.  Mickey stops and shakes
Ed's hand as if he'd known the official would be there.
Gail stops by his side while the others walk into a
background studio doorway that is busy with scurrying
personnel.

                         MICKEY
            You--
                   (pointing)
            Standards and Practices?

                         ED
            Ed Smythe, yes.

                         MICKEY
            Okay.  Why, all of a sudden, is the
            sketch dirty?
                   (putting his hands on
                   his hips)


                         ED
                   (gesturing)
            Child molestation is a touchy
            subject...

                         MICKEY
                   (overlapping, looking
                   at Gail)
            Could you--

                         ED
                   (continuing)
            ...with the affiliates.

                         MICKEY
                   (overlapping and grunting)
            Read the papers!  Half the country's
            doing it!

                         ED
                   (pointing at Mickey)
            Yes, but you name names.

                         MICKEY
                   (gesturing)
            We nev-- We don't name names!
                   (turning to Gail for
                   support, briefly
                   touching her
                   shoulders, then
                   looking back at Ed)
            We say the Pope.

                         GAIL
                   (gesturing emphatically)
            We always say the Pope!

                         ED
            That sketch...

                         MICKEY
                   (overlapping)
            We--

                         ED
                   (continuing)
            ...cannot go on the air.

A writer, holding a script, walks out of the background
studio, looking around.

                         MICKEY
            Oh, Je--

                         WRITER
                   (interrupting, shouting)
            Hey!

Mickey, Gail, and Ed turn towards the writer.

                         WRITER
                   (angrily, slapping
                   his script)
            Who changed my sketch about the PLO?

Mickey and Gail walk over to the angry writer, Ed forgotten
with this new crisis.

                         MICKEY
                   (gesturing)
            I had to make some cuts.  It's four
            lousy lines!

                         WRITER
            The whole premise is ruined!

Mickey, Gail, and the writer start walking down a corridor
adjacent to the studio.

                         MICKEY
                   (gesturing, trying to
                   calm the writer down)
            Oh, you're crazy!  It's not so
            delicate.  Everybody's married to
            every line.

The writer reacts angrily.  Gail tries to get Mickey's
attention as they walk.

                         GAIL
                   (tapping Mickey's shoulder)
            Mickey, I can--

                         WRITER
                   (interrupting,
                   angrily gesturing)
            I don't care!  I don't want anyone
            tampering with my goddamn work
            without telling me!

                         MICKEY
                   (shrugging)
            Okay.

                         WRITER
                   (pointing angrily)
            You want 'em cut?!  I'll cut 'em
            myself!

Mickey, still in surprised shock, turns away from the angry
writer.  He stands by an open dressing room, where Ron, an
actor, slouches, dazed, in a chair facing a makeup mirror.
People mill in the background behind the actor.

                         MICKEY
                   (shrugging, distracted)
            All right, all right.
                   (muttering)


                         GAIL
                   (overlapping, trying
                   to get Mickey's
                   attention and gesturing)
            Mickey, Mickey, listen, listen.

                         MICKEY
                   (distractedly, his
                   mind still on the writer)
            You know...
                   (muttering as the
                   writer passes him and
                   walks away)


                         GAIL
                   (overlapping, gesturing)
            In-in-in-instead of the child
            molestation sketch, why don't we
            repeat the Cardinal Spellman Ronald
            Reagan homosexual dance number?

                         MICKEY
                   (still distracted,
                   looking off)
            No--

                         RON
                   (overlapping)
            I don't feel good, Mickey.

Mickey, remembering Ron, runs into the dressing room.  Gail
follows him.  Inside, a man and a woman talk, ignoring Ron.
They share a drink in a paper cup.  The woman looks back at
Ron; she gestures with disgust.

                         MICKEY
                   (gesturing)
            Yeah, wh-- Yeah, what did you do?
            Swallow a drugstore?!

Ron coughs.

                         MICKEY
                   (to Gail)
            Look at this guy.

                         GAIL
                   (overlapping, touching
                   Ron's chair)
            Yeah?

                         RON
                   (groaning)
            I lost my voice.

Gail walks around the chair.  The camera shows she and
Mickey talking to Ron through the reflection in the cluttered
makeup mirror.

                         MICKEY
                   (reacting)
            Oh, Jesus!

                         GAIL
                   (gesturing)
            Ron...Ronny, you know you do have
            to go on in twenty-five minutes.

Ron sighs.

                         MICKEY
                   (looking around,
                   touching his stomach)
            Hey, does anybody got a Tagamet?
            My, my ulcer's starting to kill me!

                         RON
                   (sighing)
            You want a Quaalude?

Mickey, as reflected in the mirror, starts to pace as the
movie cuts to:

EXT. BEVERLY HILLS BOULEVARD - DAY

Norman, a Los Angeles TV producer and Mickey's former
partner, is driving down a peaceful street lined with palm
trees.  He's wearing sunglasses and headphones.  He clicks
his fingers in time to the music only he hears on his
Walkman.  He's smiling contentedly while Mickey talks over
the sun-filled scene.  The continuous background jazz plays
louder.

                         MICKEY (V.O.)
            Christ, this show is ruining my
            health!  Meanwhile, my ex-partner
            moves to California and every
            stupid show he produces turns out
            to be a big hit.  Brother, what am
            I gonna do with my life?  Speaking
            of that, I-I...gotta remember to
            see my ex-wife tomorrow.  Tch.

                                            CUT TO:

INT. HANNAH'S APARTMENT FOYER - DAY

As Mickey finishes his ruminations, Hannah is seen walking
towards her front door.  She opens it, her back to the
camera.  Mickey stands there holding two boxed gifts.  The
jazz stops.

                         HANNAH
            Hi!  Hi!

                         MICKEY
                   (overlapping, sniffing)
            I know...I know.

                         HANNAH
            Glad you could put in an appearance.

                         MICKEY
                   (gesturing)
            I got two minutes.

                         HANNAH
                   (overlapping)
            Very good.

Hannah nods as Mickey comes inside.  She closes the door
behind him.

                         MICKEY
                   (overlapping)
            I got two minutes. 'Cause, God, the
            show is killing me.  I got a
            million appointments today.  It
            just so happens it fell this way.

Hannah continues to nod patiently, patting Mickey on the
back, as they make their way across the foyer into the den,
where the twins are playing.  Mickey wears his coat.

                         MICKEY
            I gotta see new comedians later,
            I've gotta--

                         HANNAH
                   (interrupting)
            Two minutes on your sons' birthday.
            You know, it's not going to kill you.

Her voice trails off as Mickey walks over to the twins.

                         MICKEY
            Happy Birthday, fellas!  Happy
            Birthday!

Hannah's twins greet Mickey with cries of "Hi, Daddy!" and
indistinct chatter.

                         HANNAH
                   (overlapping their
                   chatter, bending down
                   to talk to her sons)
            Guys, look what Daddy brought.
            Presents!

Mickey hands a gift to each twin.  They grow quiet, suddenly
shy.

                         MICKEY
                   (to his sons)
            Yeah, aren't you like, you know...

                         HANNAH
                   (overlapping)
            Huh?

                         MICKEY
                   (continuing, holding
                   out his arms)
            ...a little, uh, hey!  A little hug!
            What is this?  Now how 'bout a
            little action from the kids?

The twins put down their gifts, one on the sofa, one on the
coffee table, and hug their father.

                         MICKEY
                   (turning to Hannah)
            How is everything?

                         HANNAH
                   (picking up the gift
                   on the sofa and nodding)
            Everything's good.  Everything's
            fine.

                         MICKEY
                   (nodding, overlapping)
            Yeah?  Yeah?
                   (pointing)
            Okay, kids, you can open the
            presents now.

                         HANNAH
                   (overlapping)
            Here, you guys.  Open them up.

Hannah makes room on the coffee table for the gift she is
holding; she places it next to the other one.  The boys
start opening them.

                         MICKEY
            Let me get a little reaction here.
                   (to Hannah, putting
                   his hands in his pockets)
            How's Elliot?

                         HANNAH
            He's fine.

                         MICKEY
            Yeah?

                         HANNAH
                   (overlapping)
            Oh, you know what?  I'm trying to
            convince him to produce a play.

                         MICKEY
            Oh!

                         HANNAH
            I think he'll find that satisfying.

                         MICKEY
                   (nodding)
            Really?  That'll be terrific for
            him, I think.

                         HANNAH
            I think so.

                         MICKEY
            I like him.  I think he's a sweet
            guy.

                         HANNAH
                   (stroking one of the
                   twins' backs)
            Yeah.

                         MICKEY
            The few times that I've met him...
                   (pointing to the
                   baseball mitt twin
                   #1, has taken out of
                   his box)
            Isn't that a great mitt?

                         TWIN #1
            Thank you, Daddy.

                         MICKEY
                   (overlapping to Hannah)
            'Cause he's a loser.

                         HANNAH
                   (overlapping, to Twin #1)
            Ohh!

                         MICKEY
                   (overlapping, gesturing)
            H-he's so awkward and he's clumsy
            like me...

                         HANNAH
                   (overlapping, chuckling)
            I know, I know.

                         MICKEY
                   (overlapping)
            ...so I, so I like that.  I always
            like an underconfident person...

                         HANNAH
                   (overlapping, touching
                   the mitt and reacting)
            That's really nice!

                         MICKEY
                   (still rambling on,
                   gesturing to Hannah)
            ...you know?  I, uh...

                         HANNAH
                   (overlapping)
            You know, he's been wanting a mitt.

She helps Twin #2 open his present.  It's a football.

                         MICKEY
            You've always had good taste in
            husbands, so...

                         HANNAH
                   (chuckling and nodding)
            Thanks, thanks.

                         MICKEY
            Mh-hm.

                         HANNAH
                   (leaning down to look
                   at the football)
            That's a beauty!

                         MICKEY
            Isn't that great?

                         HANNAH
            Oh!

                         MICKEY
                   (pointing, to Twin #2)
            Go right over there.

                         HANNAH
            Football!

Twin #2, panting, runs offscreen to catch the football.

                         MICKEY
                   (to the offscreen twin)
            Come on!  Hurry up!  Let's go!

                         HANNAH
                   (looking offscreen at
                   twin #2)
            Wow!

                         MICKEY
                   (still pointing,
                   gearing up for the pass)
            Go out, go out by the Sung vase
            and, and catch this.

Mickey throws the football.

                         MICKEY
            See?
                   (whistling)


                         HANNAH
                   (pointing offscreen)
            Hey, d-- Watch, watch the picture.

There's a sound of breaking glass.  Hannah and Mickey react.

                                            CUT TO:

EXT. NEW YORK CITY STREET - DAY

Mickey is walking up a West Side street, his hands in his
coat pockets.  Jazz plays in the background as he talks over
the screen.

                         MICKEY (V.O.)
            Gee, Hannah's sweet.  Although,
            sometimes I still do get angry when
            I think of things.  Oh, what the
            hell.  At least, I'm not paying
            child support.
                   (sighing)
            Oh, God, I hope there's nothing
            physically wrong with me, either.

Mickey pushes open the outside door of Dr. Abel's office, as
the movie cuts to the doctor's consultation room.  The
doctor is framed in the doorway, looking through a file
cabinet.

                         DR. ABEL
                   (taking out Mickey's file)
            So what's the, uh, problem this time?

                         MICKEY
                   (offscreen)
            This time I really think I have
            something.

While Mickey answers him offscreen, Dr. Abel turns and walks
toward him.  The camera follows the doctor's movements from
the other side of the wall, obscuring him briefly.

It moves across a dark examining-room wall to a second
doorway, where Mickey sits on a stool, continuing to talk to
the offscreen Dr. Abel.

                         MICKEY
                   (onscreen)
            I mean, I'm absolutely convinced
            that-that-- You know, I mean, it's
            not like that adenoidal thing, you
            know, where I didn't realize I had
            them out.

Dr. Abel walks back onscreen.  Both he and Mickey are now
seen through the second doorway.  Dr. Abel sniffs and stands
directly in front of the sitting Mickey.  He stares down at
him as Mickey talks.

                         MICKEY
                   (continuing, gesturing)
            So, so, but it was when I was
            younger, so--

                         DR. ABEL
                   (overlapping, interrupting)
            You know, I saw your father this
            week about his sinus...

                         MICKEY
                   (folding his arms on
                   his chest)
            Mm-hm.

                         DR. ABEL
                   (continuing)
            ...and, uh, he complained of chest
            pains.

                         MICKEY
            Well, this guy's the real
            hypochondriac of the family.  I
            mean, he's, you know, he's--

                         DR. ABEL
                   (interrupting)
            You mentioned on the phone that
            you'd had some dizziness.

                         MICKEY
                   (rubbing his hands on
                   his knees)
            Yes, a little dizziness, and I
            think, I think I'm developing a
            hearing loss in my right ear
                   (poking at his ears
                   and gesturing)
            ...or my left ear, my, my left...oh,
            n-n-n-no.  No, I'm sorry.  It was
            my right, my right, my right or my
            left ear.

Dr. Abel chuckles.

                         MICKEY
                   (nodding and gesturing)
            Now I ca-can't remember.

                         DR. ABEL
            Let's take a look.

An uptempo big-band sound is heard as the movie cuts to
Mickey's examination, beginning with a close-up of Dr. Abel
using an otoscope to examine the ear of a nervous Mickey.
Next is a hearing test.  The film shows the doctors's hands
turning the dials on a sonometer.  Mickey sits on a nearby
high stool, large earphones on his head.  He listens with
such concentration that he squints his eyes.  He holds up a
finger in response to the sounds he hears in his headset.
Finally, the film shows Dr. Abel hitting a large turning
fork with his finger.  He puts the vibrating fork to Mickey's
ear.  Mickey, looking up at the offscreen doctor's face, nods.

The music stops as the film cuts back to Dr. Abel's
consultation room.  Dr. Abel walks from the examining room,
through the consultation room, to a second examining room
across the way.  He talks to the offscreen Mickey as he walks.

                         DR. ABEL
            Well, I'm sorry to say you have had
            a significant drop in the high-
            decibel range of your right ear.

                         MICKEY
                   (offscreen)
            Really?!

Dr. Abel moves offscreen in the second examining room.  The
camera stays focused on the doorway to this room as the
doctor and Mickey talk offscreen.

                         DR. ABEL
                   (offscreen)
            Have you been exposed to a loud
            noise recently, or did you have a
            virus?

                         MICKEY
                   (offscreen)
            No, I-I've been perfectly healthy.
            You know me.

Dr. Abel briefly passes by the doorway.

                         MICKEY
                   (offscreen)
            I always, I-I always imagine that I
            have things.

                         DR. ABEL
                   (offscreen)
            When did you first notice this?

                         MICKEY
                   (offscreen)
            Oh, uh, about a month ago.  Wha-
            what do I have?

Looking preoccupied, Dr. Abel walks back into the
consultation room, holding Mickey's open file.  He strides
over to his desk, revealing a frightened Mickey, sitting in
a chair opposite it.  Still standing, the doctor leans over
the desk, his back to the camera, and makes a few notes in
the file.

                         DR. ABEL
            You've had some dizzy spells.
                   (sighing)
            What about ringing and buzzing?
            Have you, uh, noticed any of that?

                         MICKEY
                   (gesturing)
            Yes, now-now that you mention it,
            uh, I-I-I have, uh, buzzing and
            also ringing.  Ringing and buzzing.
            Um, am I going deaf, or something?

                         DR. ABEL
                   (making more notes in
                   the file)
            And it's just in one ear?

                         MICKEY
                   (picking at his fingers)
            Yes, is it, is it, uh, healthier to
            have problems in both ears?

Dr. Abel chuckles as he closes Mickey's file and straightens
up.  The camera looks past his back and shoulders to the
anxious Mickey.

                         DR. ABEL
                   (his face offscreen)
            What I'd like to do, is to make an
            appointment for you at the hospital.
            I'd like to have them run some tests.

                         MICKEY
            The hospital?  What kind of tests?

Dr. Abel lays his pen across Mickey's closed file.  He walks
around his desk and sits on its edge close to Mickey.

                         DR. ABEL
                   (sighing)
            Now, don't get alarmed.  These are
            just more sophisticated audiometry
            tests than I can run here.
                   (gesturing)
            I mean, it's, it's nothing.

                         MICKEY
                   (gesturing)
            Well, if it's nothing, then why do
            I have to go into the hospital at
            all?  I mean, uh, I hear perfectly
            fine, so I'm, so I'm a little weak
            on the, on the high decibels.  So
            I, you know, I won't go to the opera.

                         DR. ABEL
                   (sniffing)
            You know, there's no reason for
            panic.  I just want to rule out
            some things.

                         MICKEY
            Like what?

                         DR. ABEL
                   (shaking his head)
            It's nothing.  Will you trust me?

                                            CUT TO:

EXT. STREET CORNER - DAY

Mickey stands in a telephone booth on a corner near Dr.
Abel's office; he talks on the phone.  It is raining.  A man
and a woman holding an umbrella pass by; traffic moves
across a nearby intersection.

                         MICKEY
                   (into the telephone)
            Huh, uh, hello, Dr. Wilkes?  Dr.
            Wilkes, this is Mickey Sachs.  You
            have a minute?  I want to ask you a
            question.

The film cuts to Dr. Wilkes, on the telephone at his end.
He is in his office; he leans back in his chair, dangling
his stethoscope as he speaks.  Behind him, a chest X-ray is
mounted on a light panel.

                         DR. WILKES
                   (into the telephone)
            Sure, Mickey.  What's up?

The movie cuts back and forth between Mickey in his phone
booth asking questions and Dr. Wilkes in his office answering
them.

                         MICKEY
                   (into the telephone, gesturing)
            I-if you have, i-if you have a
            hearing loss in one ear, and-and
            it's not from a, uh, virus or a
            loud noise or anything, wh-what are
            the possibilities?

                         DR. WILKES
                   (into his telephone)
            Anything.  Uh, often it's hereditary.
            Flu, uh, even a small noise will do
            it.

                         MICKEY
                   (into the telephone)
            Uh, right, but-but nothing worse?

                         DR. WILKES
                   (into the telephone)
            Well, yes, I guess the, uh, dark
            side of the spectrum is a brain
            tumor.

                         MICKEY
                   (into the telephone,
                   reacting with a blank stare)
            Really?

                                            CUT TO:

INT. MICKEY'S OFFICE - NIGHT

Gail, wearing her glasses, stands behind a crowded but well-
ordered desk.  Two assistants, a man and a woman, stand
around her.

                         GAIL
                   (handing them each
                   some pages of script)
            Okay, so here's the new pages.

                         WOMAN
                   (looking over the pages)
            Say, did cards get these?

                         GAIL
                   (scratching her head)
            No, not yet.  No.

                         MAN
                   (looking over his pages)
            Well, let's hope it's good.

                         GAIL
            Yeah, really.  Really.

The assistants walk off.  As they leave, Gail calls out
after them.

                         GAIL
            Eh, we'll be down in a minute, okay?

The telephone starts to ring, Gail pauses, looking offscreen.
She takes off her glasses and squints.

                         GAIL
            Mickey, what's the matter with you?
            You're all white!

The film cuts to Mickey, who is pacing and wringing his
hands.  He walks over to Gail.  The phone continues to ring.

                         MICKEY
            I feel dizzy.  Sshh, you know, I
            don't feel well.

He starts to pant, looking worriedly around the room.  He
continues to wring his hands as Gail stares at him, concerned.

                         MICKEY
            Do you hear a ringing?  Is there,
            is there a, is there a ringing
            sound?
                   (sighing)


                         GAIL
                   (gesturing)
            Yeah.  Yeah, yeah.  I hear, I hear
            it.

She sits down and picks up the phone.

                         MICKEY
                   (shaking his head)
            N-n-no, not that.

                         GAIL
                   (overlapping, into
                   the telephone)
            Hello?

                         MICKEY
                   (covering first one
                   ear, then the other, continuing)
            Like--
                   (putting a finger
                   into his ear, closing
                   his eyes and listening)


                         GAIL
                   (into the telephone)
            Uh, yeah, yeah.  We're going to be
            working late tonight.  N-no, we'll
            order out.  It's all right.  Yeah.

Gail hangs up the phone.

                         MICKEY
                   (turning to Gail,
                   gesturing nervously)
            Sssss, if I have a brain tumor, I
            don't know what I'm gonna do.
                   (sighing)


                         GAIL
            You don't have a brain tumor.  He
            didn't say you had a brain tumor.
                         MICKEY
                   (sighing)
            No, naturally
                   (gesturing)
            they're not gonna tell you, because,
            well, you know, th--, sometimes the
            weaker ones will panic if you tell
            'em.

                         GAIL
                   (pointing a finger at Mickey)
            But not you.

                         MICKEY
                   (flinging up his
                   arms, sighing)
            Oh, God!
                   (looking around
                   worriedly and touching
                   Gail's shoulder)
            Do you hear a buzzing?  Is there a
            buzzing?

He pants and begins to pace around the room.  The camera
follows him as he walks away from Gail.

                         GAIL
                   (impatiently)
            Mickey, come on, we got a show to do!

                         MICKEY
                   (pacing)
            I can't keep my mind on the show.

                         GAIL
                   (offscreen)
            But there's nothing wrong with you.

                         MICKEY
                   (sighing and gesturing)
            If there's nothing wrong with me
                   (pacing back to the
                   desk and Gail)
            then why does he want me to come
            back for tests?!

                         GAIL
                   (gesturing)
            Well, he has to rule out certain
            things.
                   (sighing)

                         MICKEY
            Like what?!  What?

                         GAIL
                   (shrugging)
            I don't know.  Cancer, I--

                         MICKEY
                   (interrupting)
            Don't say that!  I don't want to
            hear that word!
                   (gesturing)
            Don't mention that while I'm in the
            building.

                         GAIL
                   (gesturing)
            But you don't have any symptoms!

                         MICKEY
                   (gesturing)
            You--I got the classic symptoms of
            a brain tumor!

Mickey sighs.

                         GAIL
            Two months ago, you thought you had
            a malignant melanoma.

                         MICKEY
                   (gesturing)
            Naturally, I, I--Do you know I--The
            sudden appearance of a black spot
            on my back!

                         GAIL
            It was on your shirt!

                         MICKEY
                   (sighing)
            I--How was I to know?!
                   (pointing to his back)
            Everyone was pointing back here.

He sighs again as Gail, frustrated, gestures impatiently to
the papers on the desk.

                         GAIL
            Come on, we've got to make some
            booking decisions.

Mickey begins pacing around the room again.  He wrings his
hands and blows on them.

                         MICKEY
            I can't.  I can't think of it.
            This morning, I was so happy, you
            know.  Now I, I don't know what
            went wrong.
                   (sighing)


                         GAIL
            Eh, you were miserable this morning!
            We got bad reviews, terrible
            ratings, the sponsors are furious...

                         MICKEY
                   (pacing back to the
                   desk, still wringing
                   his hands)
            No, I was happy, but I just didn't
            realize I was happy.

                                            CUT TO:

        The Stanislavski Catering Company in action.

Sophisticated pop music plays as the film cuts to:

INT. LOFT - DAY

An abstract painting on a wall fills the screen.  Light
laughter is heard, as well as the sophisticated music;
offscreen brunch guests chatter indistinctly.

                         FEMALE BRUNCH GUEST
                   (offscreen)
            These things are delicious!  What
            in the world are they?

Holly walks onto the screen in front of the painting.  She
holds an almost empty tray of hors d'oeuvres; she wears a
uniform.

                         HOLLY
            Oh, um, those are quail eggs.

                         FEMALE BRUNCH GUEST
                   (offscreen)
            Oh, they're very good.

Holly walks past the painting towards the female brunch
guest.  A man walks in front of her.  Chatter, light
laughter, and music are still heard; a party is in progress.

                         HOLLY
                   (nodding)
            Yeah, my friend April makes those.
                   (holding out the tray)
            Here, try the shrimp puffs.  These
            are delicious.

                         FEMALE BRUNCH GUEST
                   (taking one from the tray)
            Oh, thank you.  That looks great.

                         HOLLY
            I make those.

                         FEMALE BRUNCH GUEST
            Mmm.  Thanks.

Holly laughs lightly as she walks away from the woman.
Holding her tray, she passes a large oval loft window and
several clusters of brunch guests.  They are eating and
drinking.  No one pays any attention to her.

                         HOLLY
                   (to two male guests
                   in her way)
            Excuse me.

One of the men, murmuring his thanks, takes a last shrimp
puff as Holly passes.

                         HOLLY
                   (to the man)
            Thank you.

Holly finally makes her way into the cluttered loft kitchen.
Her tray is empty.

                         APRIL
                   (offscreen)
            The Stroganoff is ready.

Holly, excited, runs over to April, who is busy taking the
Stroganoff out of the oven.  She wears the same uniform as
Holly: black skirt, white shirt, and black bowtie.

                         HOLLY
                   (animatedly)
            We're a big hit.

                         APRIL
            Oh, in this we're a big hit.
            Yesterday I auditioned for Come
            Back Little Sheba.  That, I wasn't
            such a big hit.

April, holding the Stroganoff, dashes out of the kitchen to
serve the party guests.  Holly calls after her, offscreen,
as David walks past the hurrying April into the kitchen.

                         HOLLY
                   (offscreen)
            You will be.  You will be.  You'll
            get five jobs next week.

David walks over to Holly, who is busy at the pot-and-pan-
covered stove.

                         DAVID
                   (to Holly)
            Excuse me, are there any more claims?

                         HOLLY
                   (gesturing at some
                   canapés warming on
                   the stove)
            Only a few.  A few.
                   (chuckling as David
                   takes one)
            Do you like 'em?

                         DAVID
            I can't resist.

                         HOLLY
                   (busily working at
                   the stove)
            Really?  How flattering!  Did you
            try the shrimp puffs?

                         DAVID
                   (eating a canapé and
                   pointing at Holly)
            Listen, you guys are too attractive
            to be caterers.  Something's wrong.

                         HOLLY
            We're actresses.

                         DAVID
            Is this your first job?

                         HOLLY
                   (grabbing a quiche
                   from an overhead stove)
            Really?  Is the food that bad?

                         DAVID
                   (shaking his head)
            Oh no.  Not at all.

As Holly carries the quiche outside to the party, April
comes back into the kitchen from another doorway.  Music, as
well as the chatter of mingling guests, is heard in the
background.

                         APRIL
            We need more bread and some baked
            lasa--
                   (realizing Holly
                   isn't there and, at
                   the same time,
                   noticing David)
            uh, lasagne.
                   (turning to David)
            Hi.

                         DAVID
                   (standing by the sink
                   as he wipes his hands
                   and mouth with a napkin)
            I know.  You're an actress with a
            great flair for shrimp puffs.

                         APRIL
                   (working at the
                   stove, pointing a
                   finger for emphasis)
            Uh, no, the shrimp puffs are
            Holly's.  I do the, uh, crêpes
            caviar.

She walks past David to a counter where she begins to fold
napkins.  David leans back against the sink.

                         DAVID
            And the quail is responsible for
            the quail eggs.

                         APRIL
                   (turning to David and chuckling)
            Well, let's hope so.

Holly enters the kitchen holding out a plate of clams.  She
walks over to David.

                         HOLLY
            Here, I stole you a couple of extra
            clams.

                         DAVID
                   (taking the plate)
            Ah!
                         HOLLY
                   (looking busily
                   around the room)
            Now.

                         DAVID
                   (overlapping, gesturing)
            Incidentally, I'm David Tolchin.

                         APRIL
                   (turning to David)
            Oh, uh, April Knox.  Hi.

They shake hands.

                         DAVID
                   (looking at her)
            Hi.

                         APRIL
                   (leaving the counter
                   and squeezing past
                   David and Holly)
            Oh.

                         HOLLY
                   (overlapping, moving
                   out of April's way)
            I'm sorry.

April walks offscreen to another area of the kitchen.  Holly
picks up a napkin from the crowded table.

                         DAVID
                   (overlapping Holly's
                   apology, turning to her)
            You're Holly.

                         HOLLY
                   (nodding, looking at
                   David as she wipes
                   her hands with the napkin)
            Yeah, we're the Stanislavski
            Catering Company.

                         DAVID
                   (chewing on a clam canapé)
            Now I'm going to tell you the truth.
            I really came in here because I was
            bored stiff by the party.

                         HOLLY
                   (laughing, still
                   wiping her hands)
            What makes you think we're more
            interesting?

David walks around the table, putting the plate of clams
down on the already crowded surface.  Holly follows him,
chuckling, throwing her napkin into an offscreen garbage can
as David stops at a small television set near the doorway.
Guests in the other room can be seen chatting together in
clusters.

                         DAVID
                   (turning on the set)
            Actually, I'm going to listen to
            Aida, if I'm not getting in your way.

Canned laughter and miscellaneous chatter is heard from the
television set.  David watches the set, still munching on a
clam, while Holly and April reassure him offscreen.

                         APRIL
                   (offscreen)
            No...no.  No--
                   (sniffing)


                         HOLLY
                   (offscreen, overlapping)
            Not at all.

David checks his wristwatch as Holly walks over to him.

                         HOLLY
                   (gesturing, fiddling
                   with another napkin)
            We saw, um, Pavarotti, eh, uh, in
            Ernani at the Met, and I cried...

                         DAVID
                   (nodding, his hand
                   still on his watch as
                   he looks at Holly)
            I cry at the opera.

                         APRIL
                   (offscreen)
            Oh, I-I-I go limp in the last scene
            in La Traviata.  Limp.

Holly chuckles as David, listening to April, impressed,
walks over to her.  She is standing by the table.

                         DAVID
                   (nodding, to April)
            Me, too.  I have a private box at
            the Met.
                   (gesturing)
            I bring my little bottle of wine, I
            open it, I sit there and I watch
            and
                   (glancing over to the
                   offscreen Holly)
            I cry.  It's disgusting.

April chuckles as Holly walks back onscreen; she is busy
preparing another tray of hors d'oeuvres.

                         HOLLY
                   (gesturing)
            Oh, what, what do you do?

                         DAVID
                   (nodding)
            I'm an architect.

                         APRIL
            Wha--
                   (turning to glance at Holly)
            What kind of things do you build?

                         DAVID
            Are you really interested?

                         APRIL
            Yeah.

                         HOLLY
                   (nodding)
            Yeah.

                         DAVID
            What time do you get off?

The three exchange glances.  Holly shrugs.

                                            CUT TO:

EXT. MANHATTAN STREET - DAY

A contemporary red building, designed by David, is seen,
squeezed in between two older buildings.  Holly, April, and
David talk offscreen.

                         HOLLY
                   (offscreen)
            Wow, it's the red one?

                         APRIL
                   (offscreen)
            Oh, it's magnificent!

                         DAVID
                   (offscreen)
            Yeah.

                         HOLLY
                   (offscreen)
            It's terrific!

The film moves down from the buildings to reveal the trio
sitting in David's Jaguar across the street.  David and
April sit in the front seat; Holly sits scrunched up in
back, her head slightly forward.

                         DAVID
                   (gesturing, looking
                   back and forth from
                   the buildings to
                   Holly and April)
            The design's deliberately
            noncontextural.  But I wanted to...
            keep the atmosphere of the street,
            you know, and the proportions.

                         HOLLY
                   (nodding)
            Uh-huh.

                         DAVID
            And in the material.
            That's...that's unpolished red
            granite.
                   (pausing as he
                   watches Holly and
                   April's reaction)


                         HOLLY
            Oh!

                         APRIL
                   (overlapping)
            Oh, is that what it is?

                         HOLLY
                   (starting to speak)
            Uh--
                         APRIL
                   (interrupting,
                   nodding at Holly)
            I-i-it has an o-organic quality,
            you know.

                         HOLLY
                   (nodding, overlapping)
            Right.

                         APRIL
                   (looking back at the
                   building with reverence)
            It's almost...almost, uhhh, entirely
            wholly interdependent, if you know
            what I mean.  I-I... I can't put it
            into words.  The important thing
            is-is-is it-it breathes.

                         DAVID
                   (turning to April, emphatically)
            You know, April, people pass by
            vital structures in this city all
            the time, and they never take the
            time to appreciate them.  I get the
            feeling you tune in to your
            environment.

                         APRIL
                   (shaking her head)
            Oh--

                         HOLLY
                   (interrupting,
                   gesturing and nodding)
            Oh, it's really important.

David turns and briefly glances at Holly; he then turns back
to April.

                         APRIL
                   (looking only at David)
            What are your favorite buildings,
            David?

                         DAVID
            You want to see some?

                         APRIL
                   (nodding)
            Oh, yeah.

                         DAVID
            Well, let's do it.

                         APRIL
                   (looking at David)
            Great.

David starts the car and the movie cuts to an unfolding
visual excursion through New York City's landmark buildings,
as seen from the trio's point of view in the moving Jaguar.
Inspiring classical music plays in the background.

The series of shots includes the Dakota, complete with
surrounding winter trees, the Graybar building on Lexington
Avenue, an incredibly ornate building on Seventh Avenue and
Fifty-eighth Street, a red-stone church, an old building
with embellished, bulging windows on West Forty-fourth
Street, the Art Deco Chrysler Building, a red-brick building,
Abigail Adams's old stone house, and the Pomander Walk
nestled off Broadway on the Upper West Side.  The group can
be seen walking down the path between the old-fashioned row
houses and shrubbery.  A lamppost sits in the foreground.

It is now dark.  The music continues to play as the film
cuts to the façade of a rococo-style building, complete with
French doors and ornate windows.  The admiring group is
heard offscreen.

                         HOLLY
                   (offscreen)
            Oh, it's just so romantic.  I just
            want to put on a long gown...

                         DAVID
                   (offscreen, overlapping)
            Yes.

                         HOLLY
                   (offscreen, continuing)
            ...and open the French doors and go
            on the balcony --

                         APRIL
                   (offscreen, interrupting)
            It's French, though.  It really is.

                         HOLLY
                   (offscreen)
            Yeah.

                         APRIL
                   (offscreen, overlapping)
            It feels like you're in France.

                         DAVID
                   (offscreen, overlapping)
            It-it is.  It's romantic.

The music stops.  The screen, which has been exploring the
rococo building's façade, now shows the equally elegant
building alongside it.

                         DAVID
                   (offscreen)
            And it's got a handsome partner
            sitting right beside it.

                         HOLLY
                   (offscreen)
            Yeah.

                         DAVID
                   (offscreen, overlapping)
            They fit right in together.  And
            your eye goes along, lulled into
            complacency, and then...

The film moves from the two elegant façade to show an ugly,
ultra-modern structure covered with tiny, diamond-shaped
motifs.

                         APRIL
                   (offscreen)
            That's just --

                         DAVID
                   (offscreen, interrupting)
            Look at this.

                         HOLLY
                   (offscreen)
            That's disgusting!

                         APRIL
                   (offscreen, continuing)
            ...a monstrosity!  Who would do that?

                         HOLLY
                   (offscreen, overlapping)
            It's really terrible.

                         DAVID
                   (offscreen, emphatically)
            It's really sad.

                         HOLLY
                   (offscreen)
            And it ruins everything else.

                         DAVID
                   (offscreen, agreeing)
            It does.

The film moves from the ugly façade to the building's
equally ugly entrance.  A large car is parked right in front
of the building.

                         APRIL
                   (offscreen)
            Well...we have seen a lot of stuff
            today, though.

                         HOLLY
                   (offscreen, chuckling)
            Yeah.

                         DAVID
                   (offscreen, overlapping)
            Yeah.

                         APRIL
                   (offscreen, overlapping)
            A lot of works.

The group is now seen walking down the canopied entrance
stairs of an apartment house on the other side of the
street, where they'd been gazing at both the lovely and ugly
façades across the way.  David is in the lead; the women
follow, Holly slightly behind April.

                         HOLLY
                   (nodding)
            Yeah.

                         DAVID
                   (glancing at his watch)
            Maybe we should start thinking
            about going home, huh?

                         HOLLY
            Fast.

                         APRIL
            Oh, geez, yeah.

                         HOLLY
                   (overlapped)
            Okay.

They walk towards the car.

                         DAVID
                   (looking back at the
                   women as he walks
                   around the car to the
                   driver's side)
            Uh, who gets dropped first?

                         APRIL
            Uh --

                         HOLLY
                   (overlapping, looking
                   at April)
            Oh, gee, I don't know.  Um...

                         DAVID
                   (offscreen, overlapping)
            Well...

                         APRIL
                   (overlapping)
            Well, I live downtown.

                         HOLLY
                   (glancing at April)
            Yeah, I, we both live downtown.

David leans over the roof of the car, looking at the women,
waiting for their decision.

                         APRIL
                   (gesturing)
            Uh...

                         HOLLY
                   (to David)
            It depends on what way you want to
            go.

                         APRIL
                   (overlapping)
            Well, wait.  You know what?  I know.

                         HOLLY
            Uh...

                         APRIL
                   (to Holly, gesturing)
            If...well, if we took the, if we
            took Fifth, then-then-then we'd get
            to your house first, yeah?

                         DAVID
                   (overlapping, nodding)
            We could...we could do that.

                         HOLLY
                   (nodding)
            Right.  Yeah, but Fifth is so
            jammed, isn't it?

She looks at David.

                         APRIL
                   (overlapping, to Holly)
            Well, sometimes, some, uh...

                         HOLLY
                   (interrupting)
            I mean, it's jammed.  If we went...
            um...

Both she and April mumble awkwardly.

                         DAVID
                   (pointing to Holly,
                   interrupting their chatter)
            Y-you live in Chelsea, don't you?

                         HOLLY
                   (nodding at David)
            Yes.

                         DAVID
            Well, I-I guess if you live in
            Chelsea, that's probably first.

                         HOLLY
                   (nodding nervously)
            Oh, okay.

                         APRIL
            Yeah.

                         DAVID
            And then, uh, April...huh?

                         APRIL
                   (overlapping, nodding)
            Great.

They get into the car.  Once again Holly's in the backseat.
The classical music begins anew.

The movie cuts briefly to cut to the traffic and lights of a
Manhattan avenue as seen from the moving Jaguar.  It then
moves to a close-up of Holly, sitting in the backseat, her
head near the window.  She is staring straight ahead.

                         HOLLY (V.O.)
            Naturally I get taken home first.
            Well, obviously he prefers April.
            Of course I was so tongue-tied all
            night.  I can't believe I said that
            about the Guggenheim.  My stupid
            little roller-skating joke.  I
            should never tell jokes.  Mom can
            tell 'em and Hannah, but I kill 'em.
                   (glaring at the
                   offscreen April's back)
            Where did April come up with that
            stuff about Adolph Loos and terms
            like "organic form"?
                   (looking out the side
                   window, pausing for a moment)
            Well, naturally.  She went to
            Brandeis.

The movie cuts to Holly's point of view: the front seat
where David and April sit, the Jaguar's windshield, and the
passing lights and traffic of the street.  Holly continues
her ruminations as April leans over to say something to David.

                         HOLLY (V.O.)
            But I don't think she knows what
            she's talking about.  Could you
            believe the way she was calling him
            David? "Yes, David.  I feel that
            way, too, David.  What a marvelous
            space, David."
                   (emphatically)
            I hate April.  She's pushy.

The film moves back to Holly in the backseat, still lost in
thought.

                         HOLLY (V.O.)
            Now they'll dump me and she'll
            invite him up.  I blew it.
                   (sighing, looking out
                   the side window)
            And I really like him a lot.  Oh,
            screw it.  I'm not gonna get all
            upset.  I've got reading to do
            tonight.  You know, maybe I'll get
            into bed early.  I'll turn to a
            movie and take an extra Seconal.

The classical music stops and some uptempo jazz begins.  The
screen cuts to black and a title appears.

    "...nobody, not even the rain, has such small hands."

                                            CUT TO:

EXT. STREET OUTSIDE FREDERICK'S LOFT - DAY

The movie briefly holds on a ripped, red, paint-splattered
door as Elliot, wearing a raincoat, appears nearby.  He
looks down the street and the film cuts to his point of
view: Frederick's loft building.

The movie goes back to the impatient Elliot; he's looking
around him.  He glances at his watch as the film cuts back
once again to the loft building, where Lee finally appears,
walking down the street away from Elliot.  A truck passes
down the street.  Lee doesn't see him.  She walks further
and further away; she turns a corner.

Elliot frantically looks around again; then, in a burst of
decision, he runs around a garbage dump, crossing the
street, and still running, he moves down an adjacent street,
past The Canal Lumber Company and several other buildings,
as the film cuts back to Lee, walking down a different
street, oblivious.

The jazz plays on as the movie cuts back and forth between
the fast-moving Elliot, rushing down the SoHo streets, past
a truck waiting for a light to change, past some pedestrians,
some garbage cans, turning corners, and the strolling Lee,
walking up different streets, past different buildings.

Lee eventually crosses a street, lost in thought, looking
right and left, as Elliot, pretending nonchalance, waits on
the corner, looking at his watch.  She looks up in surprise;
the music stops.

                         ELLIOT
                   (trying not to sound
                   out of breath)
            Oh, my goodness!

                         LEE
                   (overlapping, smiling
                   in surprise)
            Oh, Elliot!

                         ELLIOT
            Hi.

                         LEE
                   (smiling)
            What are you doing here?

                         ELLIOT
                   (looking around, gesturing)
            Well, I'm-I'm looking for a
            bookstore.

                         LEE
                   (shaking her head)
            Oh, what, in this section of town?

                         ELLIOT
            Yes.  Yeah, I-I'm kill--

                         LEE
                   (overlapping)
            You're out looking here?

                         ELLIOT
                   (glancing at his
                   watch again)
            Well, yes, I'm killing time.  I
            have a client near here and I...I'm
            quite early.

                         LEE
                   (laughing)
            Ohhhh!

                         ELLIOT
                   (gesturing)
            How about you?

                         LEE
            Oh.  Well, I live--

                         ELLIOT
                   (interrupting, chuckling)
            Oh, yes!  You live near here, don't
            you?

                         LEE
                   (overlapping, chuckling)
            Yes, I do.

                         ELLIOT
                   (putting his hands
                   behind his back)
            Where are you headed?

                         LEE
            Oh, I was just going to my AA
            meeting.
                         ELLIOT
            Oh, my goodness.  Well, why do you
            still go to those?  You never tough
            alcohol.

They begin to walk down the street.

                         LEE
                   (laughing)
            Well, listen, you didn't know me
            before Frederick.  I'd...I'd start
            with a beer at about ten in the
            morning, and...go on.

                         ELLIOT
                   (looking at Lee)
            Oh.  You must have been, uh, very
            unhappy.

                         LEE
            Yeah, unhappy and fat.
                   (chuckling)
            And I still find the meetings very
            comforting, you know.

She shrugs.

                         ELLIOT
            I'll never understand it.  You're
            so bright and charming and beautiful.

                         LEE
                   (laughing)
            Oh, God.

                         ELLIOT
                   (overlapping, chuckling)
            I think to myself
                   (laughing)
            what problems could she possibly
            have?

                         LEE
                   (gesturing, laughing)
            Don't let me get started on my
            childhood.
                   (stopping in her
                   tracks, remembering)
            Oh, you know what?  There is a
            bookstore.

                         ELLIOT
                   (stopping alongside her)
            Yes?
                         LEE
                   (overlapping, pointing)
            A couple of blocks from here.  If
            you don't know about it, you should.
            You'd really love it.

                         ELLIOT
            Yes?

                         LEE
                   (nodding)
            Yeah, you would.

                         ELLIOT
                   (looking around for a
                   moment, then gesturing
                   to Lee)
            Well, i-if-if you have some free
            time...

                         LEE
                   (nodding)
            Yeah, sure.
                   (chuckling)


                         ELLIOT
            Thank you.

They begin to walk again as the movie cuts to the interior
of the Pageant Book & Print Shop, an old, serious bookstore.
A nude print hangs at the end of one of the library shelf-
like bookcases, which are packed, row after row, with books.
An unseen Elliot and Lee carry on a conversation as the
camera moves down an aisle, past the rows of books.  A piano
playing "Bewitched" is heard.  Pictures hang on the aisle
ends of the shelves.

                         LEE
                   (offscreen)
            Isn't this great?
                   (chuckling)
            They have everything here.

                         ELLIOT
                   (offscreen, distracted)
            Yes, it's-it's wonderful.

                         LEE
                   (offscreen)
            What book did you want to buy?
                         ELLIOT
                   (offscreen)
            What?  Book?

                         LEE
                   (offscreen)
            Your book?  You wanted to buy a book?

The camera moves past another aisle of books to reveal Lee,
browsing through a shelf.

                         ELLIOT
                   (offscreen)
            Oh, book?  Oh, no, I...
                   (laughing)
            I'm killing time.  I...I-I just,
            uh, w-want to browse, uh...

                         LEE
                   (looking up at a row
                   of books)
            Well, you sure picked the right
            place.  I mean, you can stay here
            all afternoon, not buy anything and
            just read.

She walks down a center aisle, the camera still in its
parallel aisle, following her.

                         ELLIOT
                   (offscreen)
            Unless, of course, if-if you had
            some time, I mean, we could get
            some coffee.

                         LEE
            No, I don't have time.

Lee stops at the row where Elliot has been browsing.  She is
hidden by a shelf; only Elliot is seen as he talks to the
offscreen Lee.

                         ELLIOT
                   (gesturing)
            No, no.  I-I-I understand completely.
            No problem.  Y-you're busy.  I-I-I...

                         LEE
                   (offscreen, chuckling)
            You seem tense.  Is everything all
            right?  You feel okay?

                         ELLIOT
                   (overlapping)
            No!  No...

                         LEE
                   (offscreen)
            No?

                         ELLIOT
                   (gesturing, looking
                   at books)
            Uh, yes!

                         LEE
                   (offscreen)
            Yes?

Elliot starts walking down the center aisle, in the same
direction Lee had walked up.  He continues to talk to her as
she remains offscreen in a nearby row.

                         ELLIOT
                   (offscreen
                   momentarily, hidden
                   by a shelf as he talks)
            Yes.

                         LEE
                   (offscreen)
            Everything's okay?
                   (chuckling)


                         ELLIOT
            Yeah.  How are you?

                         LEE
                   (offscreen)
            I'm...all right.

                         ELLIOT
                   (offscreen
                   momentarily, hidden
                   by another shelf as
                   he walks)
            How-how's Frederick?

Elliot stops walking to browse through some books.
"Bewitched" still plays.

                         LEE
                   (offscreen)
            Fine.  Oh, we went to the Caravaggio
            exhibition at the Met.  It's such a
            treat to go through a museum with
            Frederick.  I mean...you learn so
            much.  Do you like Caravaggio?

                         ELLIOT
                   (turning to talk to
                   the offscreen Lee)
            Oh, yes.  Who doesn't?
                   (pointing)
            Look!

Elliot turns and walks back down the center aisle to a row
of books he'd already passed.

                         ELLIOT
                   (pointing to a book
                   on a shelf, continuing)
            e.e. cummings.  I'd like to get you
            this.

                         LEE
                   (offscreen, laughing)
            Oh, no, I can't let you get me that.
            That's too much.

                         ELLIOT
                   (pulling the book off
                   the shelf and browsing
                   through it)
            Oh, oh, yes.  I-I-I-'d like to, uh,
            uh, very much.

                         LEE
                   (offscreen)
            No, I don't think so.

                         ELLIOT
                   (gesturing with the
                   book, looking at the
                   offscreen Lee)
            I-I read a poem of you and thought
            of his last week.
                   (nervously laughing,
                   trying to correct his mistake)
            A poem of
                   (laughing)
            his and thought of you last--
                   (laughing)
            You'll be fine, though.
                   (chuckling)
Lee walks over to Elliot in the center aisle.  She looks at
the book.

                         LEE
                   (overlapping)
            Uh, uh, this is great.  I mean, I
            love e.e. cummings, but I can't let
            you get this.

                         ELLIOT
                   (overlapping, patting
                   the book)
            Yes, I'd...I-I-I'd love, I'd love
            to get you this.

                         LEE
                   (looking down at the book)
            Well, sure.

                         ELLIOT
                   (overlapping)
            And-and maybe, um...maybe we could
            discuss it sometime.

He hands Lee the book.  She thumbs through it, as the movie
cuts to:

The street outside the bookstore.  Lee, holding the book in
a brown bag, and Elliot are walking out.

                         LEE
                   (laughing, holding up
                   the bag)
            Well, thanks a lot.

                         ELLIOT
                   (pointing to the bookstore)
            Thanks for showing me the bookstore.
            Perhaps you could, uh, take me to
            an AA meeting sometime.  Uh...uh,
            I'd love to see what goes on.

                         LEE
                   (nodding)
            Well, yeah, yeah.  You'd love it.
            It's really entertaining.  You'd
            have a good time.
                   (stepping closer to
                   the curb and hailing
                   a cab)
            I know you would.

                         ELLIOT
                   (pointing to the book)
            And, uh, d-don't forget the poem on
            page a hundred and twelve.  It
            reminded me of you.

A taxi pulls over to the curb; they walk over to it.

                         LEE
                   (laughing)
            Really?  Well...

Elliot opens the rear door for Lee.  She laughs as she gets
in.

                         ELLIOT
                   (leaning down to talk
                   to Lee in the cab)
            Page a hundred and twelve.

                         LEE
            Bye.

                         ELLIOT
                   (closing the taxi
                   door for Lee)
            Bye.

He watches the taxi pull away.

                                            CUT TO:

INT. FREDERICK'S LOFT BEDROOM - NIGHT

Lee, in slacks and shirt, is curled up on the bed, her back
to the camera, as she reads the e.e. cummings poem in the
glow of a night-table lamp.  The piano music is still heard.

                         LEE (V.O.)
                   (reading)
            "your slightest look easily will
            unclose me
            though I have closed myself as
            fingers,
            you open always petal by petal
            myself...

As Lee continues to read aloud, the movie cuts to Elliot's
darkened den, lit by a light in the hallway.  Elliot enters,
wearing a robe, crossing the room in the dark.

                         LEE (V.O.)
                   (continuing reading)
            "...as Spring opens
            [touching skillfully, mysteriously]
            her first rose
            [i do not know what it is about you
            that closes and opens;
            only something in me understands
            the voice of your eyes is deeper
            than
            all roses]...

Elliot turns on a light.  The camera stays on his face as he
looks off into the distance, mouthing indistinctly the line
of poetry Lee next reads.

                         LEE (V.O.)
                   (continuing reading)
            "nobody, not even the rain, has
            such small hands."

The film leaves Elliot's face and cuts back to the loft,
where Lee, having finished the poem, sits up in the bed,
staring pensively, lost in her thoughts.

                                            CUT TO:

            The anxiety of the man in the booth.

Upbeat jazz begins to play and the film cuts to:

The façade of Mount Sinai Hospital.  It is day.  A few cars
whiz by as the film moves inside, to various scenes depicting
Mickey's comprehensive exam.

First is a hearing test, and the movie cuts to a darkened
hearing-test room.  A light goes on, revealing a slouched-
over Mickey sitting in a glass booth.  He is wearing a set
of headphones.  The camera moves back, revealing a technician
at the console on the other side of the booth.  Mickey
signals with his finger when he hears a sound on his headset.
The jazz continues.

Next is an electronystagmography (ENG).  Graph paper rolls
out of a machine, and after a brief glimpse of the rolling
paper, the camera moves over to show Mickey lying terrified,
with