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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,
without his glasses, on a couch, with electrodes stuck all
over his head.

The film then cuts to a BSER test room, where Mickey,
sitting in a corner chair, wears another set of headphones.
An electrode is attached to his forehead; a nearby technician
sits at a computer video screen, looking at a monitoring
graph.
Last but not least is the tomography.  Over the shoulders of
a technician in a booth, a large window displays a huge,
white rotating machine.  It makes a whooshing noise as it
turns.  The camera moves down the giant cranelike device to
reveal Mickey, once again lying down, this time on a table,
his eyes closed, underneath it.

                                            CUT TO:

INT. DR. GREY'S OFFICE - DAY

A sitting Dr. Grey, his back to the camera, is examining a
group of X-rays clipped to the light board behind his desk.

                         DR. GREY
            I wasn't too happy with the results
            of your ENG or your BSER either.

The doctor turns his chair around to face a tense Mickey
sitting on the other side of his desk.

                         DR. GREY
            Uh, which is why I sent you to
            Tomography, which was all that
            stuff you saw rolling around.
                   (pointing to a spot
                   on one of the X-rays)
            You see this little gray area here?

Mickey stares at the X-ray, horrified.

                         DR. GREY
            That gray area's what I had hoped
            that we wouldn't run into.  I'd
            like you to come in Monday morning
            for, uh, a CAT scan.

                         MICKEY
                   (reacting)
            A brain scan?

                         DR. GREY
                   (gesturing)
            Mr. Sachs, let's take one step at a
            time.  We won't make any decisions
            until we have all the information
            in front of us, all right?

                                            CUT TO:

EXT. MOUNT SINAI HOSPITAL - DAY

Mickey is seen leaving the hospital.  He strides slowly, his
shoulders slouched, his hands in his pockets.
His voice is heard over the screen as he crosses the street,
continuing his self-absorbed walk on the opposite side.
Occasional traffic goes by.

                         MICKEY (V.O.)
            Okay...take it easy.  He didn't say
            you had anything.  He just doesn't
            like the spot on your X-ray, that's
            all.  It doesn't mean you have
            anything.  Don't jump to conclusions.
                   (sighing)
            Nothing's gonna happen to you.
            You're in the middle of New York
            City.  This is your town.  You're
            surrounded by people and traffic
            and restaurants.

Mickey brushes against a heavyset man who gives him a nasty
look.  Mickey is so dazed, he doesn't even notice.

                         MICKEY (V.O.)
            I mean, God, how can you, how can
            you just one day...vanish?  Keep
            calm.  You're gonna be okay.  Don't
            panic.

                                            CUT TO:

INT. MICKEY'S APARTMENT/BEDROOM LOFT - NIGHT

The dark bedroom is abruptly lit as Mickey, lying in his
bed, wakes up with a start and turns on his night-table lamp.

                         MICKEY (V.O.)
            I'm dying!  I'm dying!  I know it!
            There's a spot on my lungs!
                   (sitting up, putting
                   on his glasses)
            All right now, take it easy, will
            you?  It's not on your lungs.  It's
            on your ear.  No, it's the same
            thing, isn't it?
                   (pulling the sheets
                   off and sitting on
                   the edge of his bed)
            Oh, jeez, I can't sleep!  Oh, God,
            there's a tumor in my head the size
            of a basketball!
                   (putting on his slippers)
            N-now I keep thinking I can feel it
            every time I blink!  Oh, Jesus!
            He-he-he wants me to do a brain
            scan to confirm what he already
            suspects.

Mickey, still ruminating, stands up.  Fixing his pants, he
walks out of his bedroom loft into a dark upper hallway.

                         MICKEY (V.O.)
                   (running his hand
                   along a banister)
            Look...I'll make a deal with God.
            Let it just be my ear, okay?  I'll
            go deaf.  I'll go deaf and blind in
            one eye maybe.  But I don't want a
            brain operation!  Once they go into
            my skull, I'll-I'll wind up like
            the guy with the, with the wool cap
            who delivers for the florist!

He walks down a spiral staircase into the dark living room.

                         MICKEY (V.O.)
            Oh, relax, will ya?  Your whole
            life you run to doctors.  The news
            is always fine.
                   (pausing at the
                   bottom of the stairs)
            That's not true.  What about years
            ago?

The film cuts to a flashback of Mickey's past.  Dr. Smith,
sitting behind his desk, faces the camera.  Rows of
periodicals line the wall behind him.

                         DR. SMITH
                   (gesturing with one hand)
            I'm sorry to say, Mr. Sachs, that
            you cannot have children.

The camera moves to Dr. Smith's point of view: Hannah and
Mickey, sitting on the opposite side of the desk.  They look
stunned.

                         MICKEY
                   (reacting, putting
                   his hands across his chest)
            Gee.

                         HANNAH
                   (reacting)
            Is there no chance?

                         DR. SMITH
                   (getting up from his desk)
            Well, naturally, this doesn't mean
            that you can't have a normal sex
            life.
                   (walking over to the
                   opened office door
                   and closing it)
            But Mr. Sachs's tests indicate that
            he is infertile.  Small sperm
            volume and infertile.

The camera moves back to the stunned Mickey and Hannah,
following Dr. Smith with their eyes.

                         MICKEY
                   (gesturing, looking
                   up at an offscreen Dr.
                   Smith)
            Isn't there anything I can do?
            Push-ups or hormones?

                         DR. SMITH
                   (offscreen)
            I'm afraid not.

                         MICKEY
            Well, I gotta get a second opinion.

                         HANNAH
                   (turning to Mickey)
            This is the second opinion.

                         MICKEY
                   (shrugging)
            Well, then a third opinion.

Dr. Smith walks back to his high-backed leather chair behind
the desk and sits down.  As he talks, the camera moves
closer and closer to his face.

                         DR. SMITH
            I realize this is a blow.  My
            experience is that many very fine
            marriages become unstable and are
            destroyed by an inability to deal
            with this sort of problem.  I hope
            you won't make too much of it.  One
            can adopt children, and there are
            various artificial methods of
            fertilization.

                                            CUT TO:
EXT. GROVE STREET IN GREENWICH VILLAGE - DAY

Mickey and Hannah walk on the sidewalk, oblivious of the
passing pedestrians.  Hannah, crying, blows her nose.

                         MICKEY
                   (gesturing)
            I'm so humiliated.  I don't know
            what to say.  I mean--

                         HANNAH
                   (interrupting, wiping
                   her eyes with her tissue)
            Could you have ruined yourself
            somehow?

                         MICKEY
                   (gesturing)
            How could I ruin myself?  What do
            you mean, ruin myself?

                         HANNAH
                   (overlapping, looking
                   at Mickey)
            I don't know.  Excessive
            masturbation?

                         MICKEY
            Hey, you gonna start knocking my
            hobbies?  Jesus!

Hannah sobs, clutching her tissue to her face.

                         MICKEY
            Maybe, maybe we can adopt a child.
            He said you could adopt one--

                         HANNAH
                   (interrupting)
            Well, what about artificial
            insemination?

                         MICKEY
                   (gesturing)
            What are you talking about?

                         HANNAH
                   (overlapping)
            You know, where I-I-I would get
            implanted from a-a donor.

                         MICKEY
                   (reacting)
            What, by a st-stranger?

Deep in conversation, they cross a tree-lined street.  They
pass a yellow wood-frame house bordered by a wrought-iron
fence.

                         HANNAH
            Yeah, they have these banks, you
            know, where they keep them frozen.

                         MICKEY
                   (gesturing)
            Fro--?  You want a-a defrosted kid?
            Is that your idea?

                         HANNAH
            I want to experience childbirth.

                         MICKEY
            With a, with a stranger?  With a--

                         HANNAH
                   (interrupting, sniffing)
            Just think about it.  That's all I
            ask.

They walk offscreen and the film cuts to Hannah and Mickey's
living room.  The room is brightly lit; it's cluttered with
pillows and plants.  Norman and Carol, his wife, sit on the
couch drinking coffee.

                         CAROL
                   (putting down her cup)
            Oh, that was a wonderful show.  I
            think that's the best show you two
            ever wrote.

                         NORMAN
                   (holding his cup,
                   pointing emphatically)
            No, the funniest show that Mickey
            and I ever did was the one we won
            the Emmy for.

Mickey walks from the kitchen into the living room, holding
a half-eaten chocolate cake on a serving plate.  The sun
pours through the windows he passes.  Hannah is briefly seen
in the background, preparing more coffee in the kitchen.

                         MICKEY
            Yeah...I-I think as, I think as far
            as laughs, I mean just plain
            laughs, you know, that was probably
            the best thing that we ever did.

Mickey puts the cake down on the coffee table, which is
already crowded with assorted plants, plates, and a bamboo
tray holding utensils and napkins.

                         NORMAN
                   (agreeing)
            Mm-hm.

                         CAROL
                   (overlapping, her
                   hands over her
                   crossed knees and nodding)
            Yeah, it was funny, it was very
            funny.  But the show was about the
            two Frenchmen, now that was funny
            and it was warm.

Mickey sighs and flops down on an adjoining couch.  He rubs
his forehead.

                         NORMAN
                   (to Carol, gesturing
                   with his cup)
            We got that idea on that trip to
            Paris.

                         CAROL
                   (nodding)
            Right.

                         NORMAN
                   (smiling)
            Hmm?

                         CAROL
                   (to the offscreen Hannah)
            Do you remember that summer in
            France?  Hannah, you had jet lag
            for six straight weeks.

Norman chuckles.

                         MICKEY
                   (sighing, almost mumbling)
            Yeah, but it was, you know, I guess
            we had fun when we were there and,
            you know, it's just, I--

                         NORMAN
                   (overlapping, nodding)
            Mm-hm.

Hannah walks over to the group, holding a pot of coffee.
She awkwardly steps past Mickey to pour coffee for Norman
and Carol.

                         HANNAH
                   (to Mickey)
            Sorry.
                   (to Norman and Carol)
            Coffee?  Listen, you guys, we
            were-- You want some more?

                         NORMAN
                   (holding out his cup)
            Mmm.

                         HANNAH
                   (refilling Norman's cup)
            We-we...we had something we-we
            really wanted to discuss with you.

                         MICKEY
                   (overlapping, coughing)
            Yeah...

Hannah refills Carol's cup.  She puts the pot down on the
coffee table and sits down next to Mickey.

                         MICKEY
                   (standing up and gesturing)
            Jeez, this is, this is, this is
            very delicate and-and I only bring
            this up amongst friends, you know.

He starts to pace.  Hannah, her hands clasped near her face,
glances briefly at Carol.

                         MICKEY
                   (turning to the group
                   as he paces behind
                   the couch)
            I mean...
                   (grunting)
            this is, uh... this should not go
            any further than this room.

                         NORMAN
                   (sipping his coffee)
            I'm all ears.

Hannah sighs.  Mickey pauses for a moment, collecting his
thoughts.

                         MICKEY
                   (gesturing and pacing)
            Hannah and I...can't have any
            children.  Now I-I-I don't want to
            get into whose fault it--
                   (gesturing)
            It's my fault that we can't and-
            and-and the details are too
            embarrassing to--

                         HANNAH
                   (interrupting,
                   nervously picking at
                   her fingers)
            W-w-we-we've decided after a lot of
            discussion that we-we'd try with
            artificial insemination.

Mickey stops his pacing and looks at the group.

                         MICKEY
                   (putting his hands on
                   his hips)
            Yeah, I'm not so sure that I, that
            I like that idea myself, anyway--

He starts to pace behind the couch anew.

                         HANNAH
                   (overlapping)
            Um, I-I didn't really want to, you
            know, go to a sperm bank or
            something, have some anonymous
            donor.
                   (gesturing at Norman
                   and Carol)
            I-I just, you know, I-I-I wouldn't
            want that.

                         MICKEY
                   (pacing)
            Right.  We felt that if we were
            gonna do it, that we would like
            somebody who we knew and who we
            liked and who was warm and bright
            and...

Norman and Carol remain silent.

                         HANNAH
            And you can say no... you know.
            Feel free to say no.  W-we realize
            it has all kinds of implications.

Mickey stops pacing and leans on the couch behind Norman.

                         MICKEY
            Yeah, but the-the point that, uh,
            that we're making here is that we
            need some sperm.

Mickey, rubbing his hands on his knees, leans back against
the wall.  Norman and Carol turn to each other, reacting.

                         NORMAN
                   (sighing)
            Gee.
                   (chuckling)
            Well... My first reaction after the
            initial shock is, uh, flattered
            that you would ask me.
                   (chuckling nervously)


Carol glances at Norman.

                         MICKEY
                   (pointing at himself)
            Yeah, well, I would be the father.
                   (pointing to Norman)
            You would just have to masturbate
            into a little cup.

                         NORMAN
                   (shrugging)
            I can handle that.

                         HANNAH
                   (scooting closer to
                   Carol and Norman on
                   the couch, gesturing)
            Obviously we wou-wouldn't have
            intercourse.

She chuckles nervously.

                         CAROL
                   (to Hannah, chuckling
                   nervously briefly)
            Gosh, listen.
                   (rubbing her nose)
            I've gotta tell you the truth here.
            I'm a little uneasy about this.

                         HANNAH
                   (putting her hand on
                   Carol's shoulder)
            Carol, I know it's a lot to ask.

                         CAROL
                   (gesturing)
            Well...I feel for you.  I do.
            I...I'm gonna cry.  You want my
            husband to have a child with you?

                         HANNAH
                   (gesturing)
            Ye-- D-d-d-don't answer now.  Just,
            you know, take it home and think
            about it for a while.

                         NORMAN
                   (holding his coffee
                   cup, thoughtful)
            I gave blood before and, uh...
            clothing to the poor.

                         CAROL
                   (to Norman, scratching
                   her ear)
            Okay, Norman, listen, I really want
            to talk about this at home.
                   (nodding as Hannah
                   looks briefly
                   offscreen at Mickey)
            I think it's a matter for your
            analyst...and mine.

                         NORMAN
                   (emphatically)
            And maybe my lawyer.

He takes a sip of coffee.

                         HANNAH
                   (gesturing)
            You know, we-we understand
            completely if, you know, if you
            feel you'd-you'd rather not.
                   (chuckling nervously)
            I didn't mean to spoil the evening.
                   (rubbing her hands)
            Now let's move on to another topic.

Hannah reaches for the cake as Carol and Norman exchange
glances, reacting.

The flashback ends.  Mickey is back in the present in his
darkened living room, illuminated by a glow from a window
behind the couch.  A coffee table sits in front of the couch.
Papers are scattered on the floor.  Mickey gets up from the
couch where he'd been sitting.  He paces back and forth as
he talks over the screen.

                         MICKEY (V.O.)
            So you had my ex-partner's baby.
            Twins.  Maybe that did cause some
            trouble, but
                   (sighing)
            I think we were drifting apart
            anyhow.  Now instead of man and
            wife we're just good friends.  Boy,
            love is really unpredictable.

                                            CUT TO:

INT. METROPOLITAN OPERA HOUSE - NIGHT

Manon Lescaut is being performed.  Onstage, the soprano in
the title role sings a mournful aria as she kneels by the
ruins of a wagon.  The background is dark.  The film moves
up to the private boxes in the upper loge.  David and Holly
can be seen from a distance sitting in one of the boxes.
David glances at her; he reaches down for a bottle of wine.
The movie briefly cuts back to the stage.  The soprano is
leaning on a wagon wheel; her voice soars.  Then it's back
to a closer look at Holly and David in their box.  The aria
continues as David hands a smiling Holly a glass.  He
uncorks the wine and pours some in both their glasses.
Holly mouths a thank you, glancing around.  They look at
each other and raise their glasses in a toast.

                                            CUT TO:

        Dusty bought this huge house in Southampton.

The opera audience is heard cheering, applauding, and
sounding their "Bravos."

The clapping stops as the movie cuts to Frederick's loft.
It is day.  Lee, wearing a baggy plaid shirt and jeans, has
opened the door for Elliot and his client, wealthy rock star
Dusty Frye.

                         ELLIOT
                   (leading the way into
                   the loft, gesturing)
            Lee, Frederick...say hello to Dusty
            Frye.

Lee closes the door behind the men and walks over to Dusty.

                         LEE
                   (shaking Dusty's hand)
            Hi, Dusty.

                         DUSTY
            Hi.

Lee chuckles as she looks at him; he is wearing sunglasses,
a red-imprinted T-shirt, and a baggy coat.  She turns and
walks with Frederick, Elliot, and Dusty farther into the
loft, her hands clasped behind her back.

                         ELLIOT
                   (as he walks)
            Dusty's just bought a huge house in
            Southampton and he's in the process
            of decorating it.

                         DUSTY
            Yeah.  It's kind of a weird place,
            actually.  A lotta wall space.
                   (chuckling)


                         LEE
            Oh.

They walk into the living room area of the loft, where
Frederick, his hands in his pockets, neatly attired in vest
sweater and white shirt, stands, waiting.

                         DUSTY
                   (to Frederick, giving
                   him a "hip" handshake)
            How ya doin', man?

                         ELLIOT
                   (to a less than
                   enthusiastic Frederick)
            I told him about your work, and
            he's very excited.

                         DUSTY
            Yeah, I got an Andy Warhol.  And I
            got a Frank Stella, too.  Oh, it's
            very beautiful.
                   (gesturing)
            Big, weird...you know.
                   (chuckling as he
                   crosses his arms on
                   his chest)
            If you stare at that Stella too
            long, the colors just seem to float.
            It's kinda weird.

Frederick covers his face to hide his disgust.

                         LEE
                   (chuckling, her arms crossed)
            Are you excited about becoming a
            collector?
                         DUSTY
            Yeah.

                         LEE
                   (nodding)
            Yeah?

                         DUSTY
                   (shrugging)
            I got a lot more to learn, though.
            I really wasn't into art when I was
            a kid.

                         LEE
                   (nodding)
            Uh-huh.

                         FREDERICK
                   (addressing but not
                   looking at Dusty)
            Do you appreciate drawings?

                         DUSTY
                   (shrugging)
            Yeah.
                   (chuckling as he
                   notices and points to
                   some offscreen
                   drawings Frederick
                   has set up)
            Oh!  Hey!  Wow!
                   (pointing to an
                   offscreen nude drawing)
            She's beautiful.  But, uh, really,
            I-I-I-I need something... I'm
            looking for something big.

As Dusty talks, the camera follows Elliot, who walks past
the others to examine the drawings more closely.  Two framed
nude drawings of Lee are propped up on an easel.  Elliot
glances admiringly at the drawings, then surreptitiously at
Lee, admiring her body as she converses with an offscreen
Dusty and Frederick.

                         LEE
                   (looking at an
                   offscreen Frederick, gesturing)
            Big.  Frederick, show him the oils.

                         FREDERICK
                   (offscreen)
            They're in the basement.

The camera leaves Elliot to follow the enthusiastic Lee as
she takes Dusty by the arm and starts leading him to the
door.  Frederick follows at a distance.

                         LEE
                   (to Dusty)
            Frederick's done this whole new
            series that I'm sure you would
            really love.

                         DUSTY
                   (overlapping, muttering)
            Well, are...are they big?

                         LEE
            Yeah.  Some of them...yeah, some of
            them are very big.

                         DUSTY
            'Cause I got a lot of wall space
            there.
                   (chuckling)


                         FREDERICK
                   (angrily stopping in
                   his tracks)
            I don't sell my work by the yard!

                         LEE
                   (chuckling, reacting)
            Oh, Frederick!

The camera now moves back to Elliot, still staring at the
nude drawings, as the sounds of Frederick's and Dusty's
footsteps are heard leaving the loft.  He turns and
hesitantly smiles to an offscreen Lee.

                         ELLIOT
                   (chuckling softly)
            How's everything?

                         LEE
                   (walking onscreen
                   towards Elliot)
            Oh, you know...I talked to Hannah
            this morning on the phone, and she
            said that you two might be going to
            the country for the weekend.

                         ELLIOT
            Yeah, she loves to go out in the
            woods.

                         LEE
                   (nodding, her arms
                   clasped around her chest)
            Oh, yeah.

                         ELLIOT
                   (chuckling)
            But I go nuts.  It's a conflict.

He laughs.  Lee, uneasy, looks down.

                         LEE
            I have to get my teeth cleaned this
            week.

                         ELLIOT
            Oh, that's nice.

There's an awkward moment of silence.

                         ELLIOT
                   (breaking the silence,
                   pointing in the
                   direction of the door)
            I figured I'd get, uh, Frederick
            and Dusty together.

                         LEE
                   (looking in the same
                   direction, gesturing)
            Oh, yeah, that's really nice of you.

                         ELLIOT
            Yes.  This kid, he's earned a
            trillion dollars.

                         LEE
                   (nodding, wrapping
                   her arms around her
                   chest again)
            Oh.

                         ELLIOT
            He's got like six gold records.

                         LEE
                   (gesturing, relieved
                   that she's found
                   something to say)
            Oh, speaking of records...I bought
            that Mozart Trio you recommended...

The camera follows Lee as she walks quickly to the stereo
unit, pulling a record off the shelf.

                         LEE
                   (continuing)
            ...and the man in the record shop
            showed me another one that I think
            you'd love.  It's a... another
            Bach, second movement.

She pulls the record out of its jacket and puts it on the
turntable.

                         ELLIOT
                   (offscreen)
            Oh, you-you have that one?

                         LEE
                   (working at the
                   stereo, turning her
                   head towards Elliot)
            Yeah.

                         ELLIOT
                   (offscreen)
            Oh, I would love to hear it.

Bach's Concerto for Harpsichord fills the room.

                         LEE
                   (putting the turntable
                   cover in place)
            Oh, and Holly met a wonderful man
            who loves opera.  An architect.

                         ELLIOT
                   (offscreen)
            Oh, that's nice.  I'd love to see
            her wind up settled.  She's a tense
            one.
                   (chuckling)


The record in place, Lee turns and leans back against the
stereo unit.  She listens to the music, her eyes closed.
The record plays for a few moments in the quiet room, as
Elliot walks over to Lee and leans against the shelf near her.

                         LEE
                   (intently)
            Isn't that beautiful?

                         ELLIOT
                   (looking at Lee, his
                   hands clasped in
                   front of him)
            I know this.  Bach.  F Minor
            Concerto.  It's one of my favorites.

Lee, smiling, continues to listen to the music, her head
down; Elliot stares at her.

                         ELLIOT
                   (after a pause)
            Uh...did you ever get around to e.e.
            cummings?

                         LEE
                   (wrapping her arms
                   around her chest and
                   looking away from
                   Elliot for a moment)
            Yes, he's just adorable.

Elliot nods.

                         LEE
                   (awkwardly)
            They have a very large gay
            clientele, you know, where I get my
            teeth cleaned, and...all the
            hygienists now wear gloves because
            they're afraid of AIDS.

                         ELLIOT
                   (taking a breath)
            Oh, right.

There is another moment of silence.  Elliot stares at Lee,
who continues to look down, her arms around her chest.  The
harpsichord plays on.

                         ELLIOT
                   (softly)
            Did you ever get around to the poem
            on page a hundred and twelve?

                         LEE
            Yes, it made me cry
                   (tentatively looking
                   at Elliot)
            it was so beautiful...so romantic.

Lee looks down again; the music plays softly and Elliot
continues to stare at her, thinking.

                         ELLIOT (V.O.)
            I want so badly to kiss her.  Not
            here, you idiot.  You've got to get
            her alone someplace.

As Elliot's thoughts are heard over the scene, Lee glances
around the loft, then begins to walk away.  The camera
follows her as she goes past the nude drawings, which become
the focus of attention as Lee walks offscreen.

                         ELLIOT (V.O.)
            But I've got to proceed cautiously.
            This is a very delicate situation.
            Okay, uh...ask her if you can see
            her for lunch or a drink tomorrow.

Lee walks back onscreen, to the bookshelf behind the drawings.
She takes the e.e. cummings book from the shelf and flips
through it as she walks back to Elliot, who is still leaning
by the stereo, still ruminating.

                         ELLIOT (V.O.)
            And be ready to make light of the
            offer if she's unresponsive.  This
            has to be done very skillfully,
            very diplomatically.

                         LEE
                   (showing Elliot a
                   poem in her book)
            Did you ever read this one--?

Elliot leaps up, grabs Lee, and kisses her passionately.
Lee, surprised, pushes him away.

                         LEE
            Elliot!  Don't!

                         ELLIOT
            Lee!  Lee!  Lee, I'm in love with
            you.

He kisses Lee again.  He clumsily turns around; she humps
against the stereo unit.  As Lee pulls away, she smashes
into the turntable.  The needle scratches loudly.  Lee,
shocked, is gasping.  The record, pushed to a different part
of the concerto, now plays a more complicated, faster fugue.

                         ELLIOT
                   (breathing hard)
            Oh!

                         LEE
                   (gasping)
            What are you doing?!

                         ELLIOT
                   (frantically)
            I...I'm-I'm-I'm-I'm sorry.  I have
            to talk to you for... There's so
            much that I want to tell you.

Lee stares at Elliot in shock.

                         LEE
                   (still gasping)
            Elliot!

                         ELLIOT
                   (gesturing desperately)
            I have been in love with you for so
            long.

Frederick and Dusty's indistinct voices, raised in argument,
are suddenly heard.  Elliot quickly turns away from Lee.
She tries to compose herself and the film cuts to the loft
entranceway.  Frederick enters the loft first, followed by a
confused Dusty.  They stride across the loft past Lee, who
is standing by the stereo.  Elliot, standing near the nude
drawings, is looking through a book.

                         FREDERICK
                   (angrily)
            Please forget it!  I don't have any
            interest in selling anything!

                         DUSTY
                   (gesturing)
            I ask you if you have something
            with a little puce in it, you gotta
            fly off the handle!

                         LEE
                   (in a slightly
                   higher-pitched voice)
            What's the problem?

                         FREDERICK
                   (pulling the nude
                   drawings off his
                   easel angrily)
            I'm not interested in what your
            interior decorator would think,
            okay?!

                         DUSTY
                   (overlapping, gesturing)
            Well, I can't commit to anything
            without consulting her first.
            That's what I have her for, okay?

                         FREDERICK
                   (carrying the drawings
                   off)
            This is degrading!  You don't buy
            paintings to blend in with the sofa!

                         DUSTY
                   (looking after Frederick)
            It's not a sofa, it's an ottoman!
                   (touching his
                   forehead, turning to Elliot)
            God, forget it!  Let's just get
            outta here, Elliot.

                         ELLIOT
                   (putting down the book)
            We'll go.

The film moves outside the loft building.  Dusty and Elliot
emerge and walk to Dusty's waiting limousine.  Elliot is
rubbing his forehead, anguished.

                         DUSTY
                   (angrily, getting
                   into the car)
            What a weirdo that guy is!  Paranoid.
                   (noticing Elliot's
                   anguished face)
            What's the matter with you?

                         ELLIOT
                   (gesturing)
            Look I-I-I'll be okay.  I'll be okay.

                         DUSTY
                   (overlapping)
            It's not that big a deal.  We just
            didn't hit it off.

                         ELLIOT
                   (gesturing)
            Now, look, you-you-you go on ahead.

                         DUSTY
            Are you okay?  You look-- You're
            sweatin'.
                         ELLIOT
                   (overlapping, nervously)
            Yeah.  Yeah, I just-just need so-
            some-some fresh air.  It's probably
            something I ate.  I'll-I'll walk.
            You go ahead.

Dusty settles down in the backseat and closes the door.
Elliot leans down to the chauffeur's window, signaling for
him to start driving.

                         ELLIOT
                   (continuing, gesturing)
            You go.  Go on.  Go.

The limousine drives off.  Elliot runs to a phone booth
across the street.  He picks up the phone and dials.

The film cuts to Frederick in his loft, standing near the
phone.  It rings.  Frederick picks it up.

                         FREDERICK
                   (into the telephone)
            Hello?  Hello?  Hello?

When no one answers, Frederick, reacting, hangs up, and the
film moves back outside to the phone booth, where Elliot,
the phone receiver to his ear, listens for a moment, then
hangs up.  He walks out of the booth, reacting, then walks
down the sidewalk, where he bumps into a frantic Lee, just
turning the corner.

                         LEE
                   (gesturing in relief)
            Oh!  There you are!

Elliot mumbles, relieved and confused.

                         LEE
            I was looking for you.

                         ELLIOT
                   (gesturing)
            I, I must apologize.  I-I'm, I-I'm
            sorry.  I'm so mixed up.

                         LEE
                   (gesturing)
            Well, how do you expect me to react
            to such a thing?

Elliot, uneasy, glances up in the direction of Frederick's
loft.  He leads Lee a few yards up the street, away from any
prying eyes.

                         ELLIOT
                   (taking Lee's arm)
            Wh--, uh, I know, I know but, I am
            in love with you.

                         LEE
            Oh, don't say those words!

                         ELLIOT
                   (overlapping, shaking
                   his head)
            I-I, I'm sorry.  I know it's
            terrible.

                         LEE
                   (pushing back her
                   hair, shaking her
                   head hopelessly)
            Why, you know the situation.

She sighs.

                         ELLIOT
                   (looking away for a moment)
            I know!  I-I-I-I, I realize.

                         LEE
            What do you expect me to say?

                         ELLIOT
            Hannah and I are in the last stages.

                         LEE
                   (shaking her head)
            Wh-- She's never said anything, and
            we're very close.  She'd tell me
            such a thing.

                         ELLIOT
            Wh--, it-it-it-it, it's so sad.
            She's crazy about me, but somewhere
            on the, along the line, I've fallen
            out of love with her.

                         LEE
            Not because of me, I hope.

                         ELLIOT
            Oh, no, no.
                   (nodding)
            Well, yes!  I love you.

                         LEE
            Oh, I can't be the cause of anything
            between you and Hannah.  I jus--

                         ELLIOT
                   (overlapping, shaking
                   his head)
            Oh, no, no, no.  It, uh, it-it-it-
            it was i-inevitable that Hannah and
            I part, anyway.

                         LEE
            Why?

                         ELLIOT
            Tch, w-well, for a million reasons.

                         LEE
                   (gesturing)
            But not over me?

                         ELLIOT
            Tch, no!  We were, we were both
            going in different directions.

                         LEE
                   (looking down)
            Poor Hannah.

                         ELLIOT
            But-but, but how about you?  Do
            you, do you share any of my feelings?
            Or is this just an unpleasant
            embarrassment to you?

                         LEE
                   (reacting uneasily)
            I can't say anything!

                         ELLIOT
            W-well, please be candid.  I, I-I
            don't want you to feel bad.

                         LEE
                   (putting her hand to
                   her head)
            Yes!  But I...I have certain
            feelings for you, but don't make me
            say anything more, all right?

Lee looks at him.

                         ELLIOT
                   (gesturing)
            O-o-o-okay, Lee.  Okay, okay.  You,
            you, y-you've said enough.  It's my
            responsibility now.  I will work
            things out.

                         LEE
            Look, don't do anything on my
            behalf.
                   (shaking her head)
            I live with Frederick, and Hannah
            and I are close.

                         ELLIOT
            Yes, but you, you do care about me.

                         LEE
                   (reacting)
            Oh, Elliot, please!  I can't be a
            party to this!  I'm suddenly
            wracked with guilt just standing
            her talking to you on the street!

She sighs.

                         ELLIOT
                   (emphatically)
            Your guilt is because you feel the
            same.

                         LEE
                   (reacting)
            Oh, please, I have to go.  I have
            to get my teeth cleaned.

She walks off.  Elliot stares after her, grinning.

                         ELLIOT
                   (happily)
            I have my answer.  I have my answer!
            I'm walking on air!

He laughs.

                                            CUT TO:

EXT. STREET CORNER OUTSIDE EVAN AND NORMA'S APARTMENT
BUILDING - DAY

A taxi turns a West Side street corner and stops in front of
Evan and Norma's building, which is decorated with a long
metal awning.  It's an overcast day.

A station wagon on the opposite side of the street pulls
away as Hannah, a white scarf fluttering over her shoulder,
gets out of the cab.  She runs into the building; the taxi
drives away.  A piano plays "Bewitched" over the screen.

                                            CUT TO:

INT. EVAN AND NORMA'S APARTMENT - DAY

Evan, his back to the camera, walks to the front door and
opens it to Hannah.

                         HANNAH
                   (distracted)
            Hi.  How's she doing?

                         EVAN
                   (overlapping)
            I am glad to see you.

Hannah takes off her shoulder bag and her coat as her
aggravated father walks past her towards the kitchen.  He
passes a wall with an ornate mirror and some framed
photographs.

                         EVAN
            She's in the kitchen there.  It's
            the same thing.  Same thing.  She
            promises, promises.
                   (gesturing)
            But it's all lies.

Through a doorway, Norma can be seen sitting on a chair in
the kitchen.  She wears a robe over a slip and stockings;
she's drinking.  Evan stands in the doorway looking at her;
he doesn't go in.

                         HANNAH
                   (offscreen, patiently)
            Don't make it worse, Dad.

                         EVAN
                   (overlapping)
            Always.

Hannah hurriedly passes her father and enters the kitchen;
her mother takes a sip of her drink.

                         HANNAH
            Hi, Mom.  How you doing?  Here, let
            me get you some coffee.  That's
            enough of that.
                   (taking away her
                   mother's drink, to Evan)
            What triggered it?

                         EVAN
                   (gesturing, as Norma
                   turns her head and
                   watches him)
            We were making a commercial down at
            the mayor's office, and there was
            this young, good-looking salesman...

Norma reacts, turning to her daughter.  Hannah, however, has
her back turned.  She is busy taking charge in the kitchen
as Evan speaks.  She takes some pills out of a cupboard and
hands them to her mother with a glass of water.

                         EVAN
                   (continuing)
            ...and your mother was throwing
            herself at him in a disgusting way,
            and when she found she was too old
            to seduce him, that he was just
            embarrassed by her--

                         NORMA
                   (angrily interrupting,
                   turning her head)
            Liar!  Liar!

The camera moves to Evan, who continues to tell his story,
ignoring his wife's outburst, as he walks away from the
kitchen doorway into the den.

                         EVAN
            Then at lunch she got drunker and
            drunker
                   (shouting over his shoulder)
            and finally she became Joan Collins!

Evan walks over to the piano, where several framed family
photographs sit in a line on its top.  He picks one up as
Norma speaks offscreen in the kitchen.

                         NORMA
                   (offscreen)
            All my life I've had to put up with
            insults...

The camera moves back to the kitchen as Norma talks.  She is
still glaring offscreen at the doorway where Evan stood
moments before.  She holds the water glass and the pills.
                         NORMA
                   (continuing, dramatically)
            ...from this non-person, this, th-
            th-this haircut that passes for a
            man.
                   (turning to look at
                   the offscreen Hannah)
            He could never support us.  It's a
            good thing we had a talented
            daughter!

Evan is back in the doorway, listening to Norma, getting
more and more angry.  As he makes a retort, he starts to
walk back to the den and his piano.

                         EVAN
            I can only hope that she was mine.
            With you as her mother
                   (gesturing, his voice
                   getting louder)
            her father could be anybody in
            Actors' Equity!

                         NORMA
            She's talented...so it's not likely
            she's yours!
                   (taking a sip of water)


                         HANNAH
                   (walking over to the
                   doorway to speak to
                   Evan, who's already
                   fuming in the den)
            Dad, could you just please stay in
            the other room and let me take care
            of her?

Hannah goes back to Norma; she takes the glass of water away.

                         EVAN
                   (offscreen, choosing
                   to ignore Hannah's suggestion)
            You never know when she's going to
            fall off the wagon and humiliate
            everybody.

Hannah, choosing to ignore Evan's remark, hands her mother a
cup of coffee; she puts her mother's hands on the cup.

                         HANNAH
            Here, Mom.  Drink this.
                   (leaning against a
                   kitchen counter)
            You know, you're awful.  You
            probably were flirting.

                         NORMA
                   (sipping her coffee)
            No!  I like to joke around and have
            fun, and he gets angry because I
            get the attention.  He's gotten
            sourer as he's gotten older, and
            I've tried to stay young...at heart.

                         HANNAH
            You promised to stay on the wagon.

                         NORMA
                   (shaking her head)
            The sacrifices I've made because of
            that man.
                   (inhaling)
            He's ruined me with his ego, his
            philandering, his--
                   (gesturing)
            his-his-his-his mediocrity!

                         HANNAH
            Okay, stop being so dramatic.

                         NORMA
                   (shouting to the
                   offscreen Evan)
            He's the one that's made every
            ingenue in stock!

                         HANNAH
                   (quietly)
            Okay, okay.

                         NORMA
                   (touching Hannah's
                   arm, gasping)
            Th-th-they, they wanted me for a
            screen test.

                         HANNAH
                   (patiently)
            Yeah, I know, Mom.
                         NORMA
                   (gesturing)
            But I, I knew that he'd get up
            there and he'd flounder around with
            his expensive haircuts and hairdos
            and clothes.  He's all show!
                   (touching Hannah's
                   arm again, then
                   touching her chest)
            Now how can you act when there's
            nothing inside to come out?!

Norma sips her coffee, softly sobbing.  Hannah, reacting,
walks away from the counter and, capping the bottle of
pills, puts them back in the cupboard.  Evan plays the piano
offscreen.  The camera moves in on Hannah's face as she
reflects, her voice heard over the screen.

                         HANNAH (V.O.)
            She was so beautiful at one time,
            and he was so dashing.  Both of
            them just full of promise and hopes
            that never materialized.

The camera leaves Hannah's face as she continues to reflect;
it moves to the den, to the row of family photos on the
piano: one of a present-day Evan and Norma, others where
both Norma and Evan are young, beautiful, hopeful.  The
music plays on.

                         HANNAH (V.O.)
            And the fights and the constant
            infidelities to prove
            themselves...and blaming each other.
            It's s-sad.  They loved the idea of
            having us kids, but raising us
            didn't interest them much.  But
            it's impossible to hold it against
            them.  They didn't know anything
            else.

The film cuts back to the kitchen.  Norma stands up; Hannah
takes her coffee cup and sets it on the counter.

                         NORMA
            You know, of all of us in the
            family, you were the one blessed
            with the true gift.

She puts her arm around Hannah's shoulder.  Mother and
daughter walk out of the kitchen.

                         HANNAH
                   (holding the hand her
                   mother had placed on
                   her shoulder)
            Ohhh, my true gift is luck, Mom.

Norma chuckles.

                         HANNAH
                   (overlapping)
            I just had a lot of luck...from my
            first show, you know?  I've always
            thought Lee was the one destined
            for great things.

                         NORMA
            Yes, she's lovely, but she doesn't
            have your spark.
                   (gesturing and chuckling)
            She knows it.  She worships you.
            She wouldn't dare get up there on
            the stage.

                         HANNAH
                   (looking at her mother)
            Now, Holly's not shy.

They stop at the entrance to the den.  Evan can be seen
playing the piano as they continue their conversation.

                         NORMA
            No, Holly's game for anything.
            Holly takes after me.

                         HANNAH
            True.

                         NORMA
                   (shaking her head)
            I'd have been a great dope addict.

Norma chortles.  Hannah laughs, touching her mother.  They
walk over to Evan at the piano.

                         EVAN
                   (looking up)
            Remember this, Hannah?

Evan plays a few bars of "You Are Too Beautiful" as mother
and daughter, their backs to the camera, listen.  Norma
leans over the piano; Hannah looks off into the distance,
deep in reflection.  The piano music continues in the
background as the movie cuts to:

Lee walking along a wharf by the waterfront.  The wind blows
her hair; she hugs the e.e. cummings book to her chest.
She, too, is deep in thought.  She stops at the edge of the
wharf; the camera continues to move, to a group of wooden
pilings nearby, lapped by the water.

                                            CUT TO:

                         The abyss.

The piano piece ends and the film is quiet.

                                            CUT TO:

INT. HOSPITAL CAT-SCAN ROOM - DAY

The quiet continues as the film cuts to a close-up of a
large, circular CAT-scan module in an antiseptic hospital
room.  A slowly moving stretcher, bearing Mickey's strapped
prone body, begins to enter the round opening of the module.
As the camera pulls back from Mickey, his taped head under
the scan, two technicians can be seen through the window
separating the scanner from the control room.  One of them,
sitting down, taps information into a computer while the
other technician stands nearby, looking from Mickey to the
computer screen.

The movie then cuts briefly to the computer screen, showing
an image of Mickey's skull.  Scan lines bleep over the skull.
The camera moves up from the screen to reveal Mickey once
again, as seen through the window, silent and serious under
the CAT-scan module.

From Mickey's prone form, the film moves to the two
technicians, as seen through the window in the scanner room.
They examine the computer screen and talk indistinctly to
each other.  One of the men, nodding, taps more information
into the computer.

While they're studying the CAT-scan picture, the camera cuts
to a back view of Mickey under the module.  There is a
science-fiction feel to this scene, as if Mickey is lying in
the center of a huge, white, futuristic circle.  The
stretcher, bearing Mickey, slowly moves out of the module.

                                            CUT TO:

INT. DR. BROOK'S OFFICE - DAY

Dr. Brooks, holding Mickey's X-rays, walks past a row of
bookshelves to his light panel.  He props up the X-rays.

                         DR. BROOKS
            Mr. Sachs,
                   (sighing)
            I'm afraid the news is not good.

Dr. Brooks turns to an offscreen Mickey.

                         DR. BROOKS
                   (continuing, taking a
                   pencil out of his pocket)
            If I can show you exactly where the
            tumor is, and why we feel that
            surgery would be of no use.

The film quickly cuts to a close-up of Mickey's face,
reacting in total despair.  He closes his eyes; he covers
his face with his hand.

                         MICKEY (V.O.)
            It's over.  I'm face-to-face with
            eternity.

                         DR. BROOKS
                   (offscreen)
            ...grown quite large without being
            detected...
                   (trailing off
                   indistinctly as
                   Mickey continues his
                   anguished ramblings)


                         MICKEY (V.O.)
            Not later, but now.  I'm so
            frightened I can't move, speak, or
            breathe.

As Mickey finishes his speech, the "real" Dr. Brooks is seen
walking into the office.  The previous scene had been a
figment of Mickey's imagination, a nightmare fantasy only.
Holding Mickey's X-rays, the "real" Dr. Brooks walks past
the same row of books to the light panel.

                         DR. BROOKS
            Well, you're just fine.  There's
            absolutely nothing here at all.
            And your tests are all fine.
                   (switching on the
                   light on the panel
                   and propping up the
                   X-rays)
            I must admit, I was concerned,
            given your symptoms.
                   (turning to look at
                   the offscreen Mickey)
            What caused this hearing loss in
            one ear, I guess we'll never really
            know for sure.  But whatever it
            was, it's certainly not anything
            serious at all.
                   (nodding)
            I'm very relieved.

                                            CUT TO:

EXT. MOUNT SINAI HOSPITAL - DAY

Once again, Mickey is seen leaving the building, but this
time he bounds down the steps, jumping for joy.  He runs
swirling down the street, clapping his hands, happy with
relief.  Upbeat, uptempo jazz plays in the background.
Several cars pass as Mickey joyfully runs.  Suddenly he
stops, his hand to his mouth, reflecting.

                                            CUT TO:

INT. MICKEY'S OFFICE - DAY

Gail sits in a chair in front of a bookshelf.  A sofa, a
coffee table holding periodicals, and an endtable with a
lamp complete the tableau.  Gail's hands are clasped on her
lap.

                         GAIL
            What do you mean you're quitting?
            Why?  The news is good!  You don't
            have canc--the thing.

Mickey, standing behind his desk, his back to the camera,
his coat still on, looks out at the Manhattan skyline.

                         MICKEY
            Do you realize what a thread we're
            all hanging by?

                         GAIL
                   (offscreen)
            Mickey, you're off the hook.  You
            should be celebrating.

                         MICKEY
                   (walking around to
                   the front of his
                   desk, gesturing)
            Can you understand how meaningless
            everything is?  Everything!  I'm
            talking about nnnn--our lives, the
            show...the whole world, it's
            meaningless.

                         GAIL
                   (gesturing)
            Yeah...but you're not dying!

                         MICKEY
            No, I'm not dying now, but, but
                   (gesturing)
            you know, when I ran out of the
            hospital, I, I was so thrilled
            because they told me I was going to
            be all right.  And I'm running down
            the street, and suddenly I stop,
            'cause it hit me, all right, so,
            you know, I'm not going to go today.
            I'm okay.  I'm not going to go
            tomorrow.
                   (pointing)
            But eventually, I'm going to be in
            that position.

Gail gets up from her chair.  She walks past Mickey to a
nearby cabinet.  She opens a drawer, rummaging around for
something.  The camera follows her, leaving Mickey briefly.

                         GAIL
            You're just realizing this now?

                         MICKEY
                   (offscreen)
            Well, I don't realize it now, I
            know it all the time, but, but I
            managed to stick it in the back of
            my mind...

As Mickey continues to talk offscreen, Gail closes the
cabinet drawer and walks to a file cabinet behind Mickey's
desk.

                         MICKEY
            ...because it-it's a very horrible
            thing to... think about!

Gail opens the file cabinet and takes out a pack of gum.
She slams it closed, distracted.

                         GAIL
                   (muttering)
            Yeah.  What?

                         MICKEY
                   (turning to Gail)
            Can I tell you something?  Can I
            tell you a secret?

                         GAIL
                   (nodding impatiently
                   as she walks around
                   the desk)
            Yes, please.

                         MICKEY
                   (pointing)
            A week ago, I bought a rifle.

                         GAIL
                   (sitting on the arm
                   of a chair near Mickey)
            No.

                         MICKEY
                   (overlapping, nodding
                   and gesturing)
            I went into a store, I bought a
            rifle.  I was gonna... You know, if
            they told me that I had a tumor, I
            was going to kill myself.  The only
            thing that mighta stopped me,
            might've, is my parents would be
            devastated.  I would, I woulda had
            to shoot them, also, first.  And
            then, I have an aunt and uncle, I
            would have... You know, it would
            have been a bloodbath.

                         GAIL
                   (shrugging, unwrapping
                   a stick of gum)
            Tch, well, you know, eventually it,
            it is going to happen to all of us.

                         MICKEY
            Yes, but doesn't that ruin
            everything for you?  That makes
            everything...

Gail sighs.  She pops a piece of gum into her mouth as
Mickey continues to speak.

                         MICKEY
                   (continuing)
            ...you know it, it just takes the
            pleasure out of everything.
                   (gesturing, pointing)
            I mean, you're gonna die, I'm gonna
            die, the audience is gonna die, the
            network's gonna-- The sponsor.
            Everything!

                         GAIL
                   (chewing)
            I know, I know, and your hamster.

                         MICKEY
                   (nodding emphatically)
            Yes!

                         GAIL
                   (chewing and pointing
                   to Mickey)
            Listen, kid, I think you snapped
            your cap.

Mickey sighs.

                         GAIL
                   (continuing, chewing loudly)
            Maybe you need a few weeks in
            Bermuda, or something.  Or go to a
            whorehouse!  No?

                         MICKEY
                   (shaking his head,
                   his hand to his chest)
            I can't stay on this show.  I gotta
            get some answers.  Otherwise
                   (pausing and holding
                   his head)
            I'm telling you, I'm going to do
            something drastic.

                                            CUT TO:

The entrance to the St. Regis Hotel, elegant and warmly lit
in the night.  Pedestrians pass.  Baroque harpsichord music
plays over the scene.  The camera moves up the hotel's
façade, past its welcoming flags, to its ornate windows
several floors up.

As the harpsichord continues to play, the film moves inside,
to one of the hotel rooms.  Elliot, his back to the camera,
is opening the door to Lee.

Elliot closes the door behind her as she enters.  They stand
very close to each other, framed by the door and a stark,
subtly striped wallpapered wall.

                         ELLIOT
                   (looking intensely at
                   Lee, his hands in his pockets)
            I thought you weren't coming.

                         LEE
            I almost didn't.

                         ELLIOT
                   (putting his hand on
                   her shoulder, wanting
                   to kiss her)
            Lee... uh...

                         LEE
            I didn't sleep all night.

                         ELLIOT
                   (taking his hand
                   away, gesturing to
                   the room)
            No, no-no-no, I'm sure.

They walk towards the camera, further into the room.  Elliot
puts his arm around Lee.

                         LEE
            What are we doing, meeting in a
            hotel room?  It's terrible, isn't it?

The music stops.  The camera follows Lee as she walks
towards the curtained windows, past a fireplace, a mirror,
some innocuous pictures, a delicate table holding a lamp,
the foot of the bed.

                         ELLIOT
                   (offscreen)
            I-I couldn't think where to invite
            you without taking risks.

                         LEE
            I promised myself I wouldn't let
            this happen till you were living
            alone.  I was so torn when you
            called.

She parts a corner of the curtains, looking out the window,
turning when Elliot speaks.

                         ELLIOT
                   (offscreen)
            I've wanted to call you everyday
            since I first told you how I felt.

He walks over to Lee by the curtained windows.

                         ELLIOT
            I resisted so many times.
                   (pausing)
            Don't think badly of me.

He takes Lee into his arms.

                         ELLIOT
            This is not an easy situation.

                         LEE
                   (whispering)
            I know it isn't.

They kiss, their figures almost silhouetted in the warm glow
of the room.  Elliot takes Lee's coat off without breaking
the kiss.  They embrace.  They kiss each other lightly, then
stronger, more passionately, their embrace much tighter.

And it's later that night.  The harpsichord music begins to
play again as the camera moves over the bed covers to reveal
Lee, lying contentedly under the sheets, her hair fanned out
on the pillows, one arm near her head.

                         LEE
            That was just perfect.  You've
            ruined me for anyone else.

                         ELLIOT
                   (offscreen)
            I don't want anyone else ever to
            have you.

                         LEE
                   (sighing)
            I was so worried I wouldn't compare
            with Hannah.

                         ELLIOT
                   (offscreen, laughing)
            Oh, my God.

He enters the screen, sitting down on the edge of the bed
next to Lee.  He holds a cigarette.

                         ELLIOT
            You really do have those thoughts,
            don't you?

                         LEE
                   (chuckling, touching
                   Elliot's arm)
            Oh, all the time.

Elliot chuckles; they hold hands.

                         LEE
            I know she must be a really
            passionate person.

                         ELLIOT
                   (looking at their
                   clasped hands)
            Yes, she's, she's very warm, but,
            but it-it's me that wants to be
            giving to you.  I-I-I want to do
            things for you.  Hannah doesn't
            need me as much.
                   (chuckling as Lee laughs)
            I'm being presumptuous.  Not that
            you need me.

                         LEE
                   (nodding)
            I want you to take care of me...
            And I love when you do things to me.

Elliot leans down to Lee; they begin to kiss passionately.

                                            CUT TO:

EXT. STREET OUTSIDE FREDERICK'S LOFT - NIGHT

Lee walks along the sidewalk in the rain; she's bareheaded.
The streets are dark.  A car drives by; a pedestrian passes
holding an umbrella.  Lee passes a restaurant well lit
inside by hanging lamps.  The baroque music continues as she
enters the loft, her head soaked.  She closes the door,
touching her soaking hair.

                         FREDERICK
                   (offscreen)
            You're late.

Lee walks through the loft's living room area, unbelting her
coat, towards the bathroom.  She passes Frederick, who sits
at a table in the kitchen area, drinking a cup of coffee and
reading the paper.  A plate with a half-eaten sandwich sits
in front of him.  The music stops.

                         LEE
                   (opening the bathroom door)
            Lucy and I kept talking, and I
            didn't realize how late it had
            gotten.

                         FREDERICK
                   (barely glancing up
                   from his paper)
            You missed a very dull TV show
            about Auschwitz.  More gruesome
            film clips...and more puzzled
            intellectuals declaring their
            mystification over the systematic
            murder of millions.

As he talks, Lee is seen turning on the bathroom light.  She
takes off her coat, hanging it on a hook, then begins to dry
her hair with a towel.

                         FREDERICK
                   (turning his head
                   slightly in Lee's
                   direction and gesturing)
            The reason why they could never
            answer the question "How could it
            possibly happen?" is that it's the
            wrong question.  Given what people
            are, the question is
                   (swallowing)
            "Why doesn't it happen more often?"
            Of course it does, in subtler forms.

Frederick takes a bite of his sandwich and another sip of
coffee as Lee walks out of the bathroom, tossing the towel
down on the counter.

                         LEE
                   (moving her fingers
                   through her wet hair)
            I have a little headache from this
            weather.

She takes a kettle and fills it with water.

                         FREDERICK
                   (grunting, sipping
                   his coffee)
            It's been ages since I sat in front
            of the TV... just changing channels
            to find something.

As Frederick continues his monologue, Lee is busy in the
background: striking a wooden match and lighting a burner on
the stove for the kettle, taking a glass out of the cupboard,
walking into the bathroom for some pills, filling the glass
with water in the kitchen sink, and taking her pills.

                         FREDERICK
            You see the whole culture...Nazis,
            deodorant salesman,
            wrestlers...beauty contests, the
            talk show... Can you imagine the
            level of a mind that watches
            wrestling?
                   (gesturing)
            Hmm?  But the worst are the
            fundamentalist preachers...third-
            rate con men, telling the poor
            suckers that watch them that they
            speak for Jesus...and to please
            send in money.
                   (picking up his sandwich)
            Money, money, money!  If Jesus came
            back, and saw what's going on in
            his name, he'd never stop throwing
            up.

He takes a bite of his sandwich and a sip of coffee.  Lee
sets her glass on the kitchen counter and walks towards the
bedroom area.

                         LEE
                   (impatiently, her
                   hands in her hair)
            Oh, God, Frederick, could you
            please lighten up?!  I'm really not
            in the mood to hear a review of
            contemporary society again.

She starts to take off her wet clothes by the bed.  Frederick
takes off his glasses.  He turns and looks at Lee in surprise.

                         FREDERICK
                   (standing up from the table)
            You know, you've been very nervous
            lately.

                         LEE
                   (sighing)
            I can't take this anymore.

                         FREDERICK
                   (walking over to the bed)
            I'm just trying to complete an
            education I started on you five
            years ago.

                         LEE
                   (unbuttoning her blouse)
            I'm not your pupil.
                   (sighing, her hands
                   at her side)
            I was, but I'm not.

                         FREDERICK
                   (sitting down on the
                   edge of the bed)
            When you leave the nest, I just
            want you to be ready to face the
            real world.

He pulls Lee down next to him on the bed.

                         LEE
                   (putting her hand on
                   Frederick's leg)
            Frederick, we're going to have to
            make some changes.

She sighs.

                         FREDERICK
                   (quickly looking at
                   Lee, alarmed)
            Like what?

                         LEE
            Oh, you know what.  I'm suffocating!

                         FREDERICK
                   (turning away, his
                   hands clasped in
                   front of him)
            Oh!  Are we going to have this
            conversation again?

                         LEE
            Yes, we're going to have this
            conversation again.  I...I have to
            leave.  I have to move out.

                         FREDERICK
                   (shaking his clasped
                   hands intensely)
            Why?

                         LEE
                   (sighing)
            Because I have to!

                         FREDERICK
                   (emotionally)
            What are you going to use for money?!

                         LEE
            I don't know.  I thought, maybe I'd
            move in with my parents for a while.

                         FREDERICK
            Tch, oh.  I always told you you
            would leave me.
                   (looking at Lee)
            But...does it have to be now?

                         LEE
                   (hugging her arm with
                   her other hand)
            Well, maybe it'll only be temporary,
            but I ha--I have to try.

                         FREDERICK
                   (taking Lee's head in
                   his hands and looking
                   at her)
            Oh...Lee, you are my whole world.
                   (pausing)
            Good God!  Have you been kissed
            tonight?!

                         LEE
                   (reacting, pushing
                   Frederick's hands
                   from her face)
            No.

                         FREDERICK
                   (reacting)
            Oh, yes, you have!

                         LEE
                   (quickly standing up, defensively)
            No.

                         FREDERICK
                   (raising his voice)
            You've been with someone!

                         LEE
                   (overlapping, running
                   away from the bed)
            Stop accusing me!

Lee runs into the kitchen, her hands tight around her chest.

                         FREDERICK
                   (offscreen)
            I'm too smart, Lee!  You can't fool
            me!  You're turning all red!

Lee, fraught with emotion, briefly puts her outstretched
hands on the refrigerator door, then turns around and leans
against it, hugging herself, her blouse still unbuttoned,
her hair still wet and bedraggled.

                         LEE
            Leave me alone!

Frederick enters the kitchen area and leans against the
counter.

                         FREDERICK
                   (angrily)
            Oh, Christ!  What's wrong with you?!

                         LEE
                   (leaning against the
                   refrigerator, sighing)
            I'm sorry.

                         FREDERICK
            Oh, couldn't you say something?
            You have to slither around behind
            my back!

                         LEE
                   (overlapping, her
                   voice emotionally raised)
            I'm saying it now!

                         FREDERICK
            So you met somebody else?

                         LEE
                   (sighing, nodding)
            Yeah.

Frederick cringes, reacting.  He puts his hand to his
forehead; he sighs.

                         LEE
                   (walking into the bathroom)
            But you, God, you knew that was
            going to happen sooner or later.  I
            can't live like this!

                         FREDERICK
                   (turning to face Lee
                   in the bathroom, his
                   arms crossed)
            Who is it?

                         LEE
                   (frantically putting
                   things in her purse,
                   glaring at Frederick)
            What's the difference?!  It's just
            somebody I met!

                         FREDERICK
            But who?  Where did you meet him?

                         LEE
            It doesn't make a difference!  I
            have to move out!

                         FREDERICK
            You are, you are my only connection
            to the world!

Lee turns and faces Frederick in the bathroom doorway.

                         LEE
                   (gesturing emotionally)
            Oh, God, that's too much
            responsibility for me.  It's not
            fair!  I want a less complicated
            life, Frederick.  I want a husband,
            maybe even a child before it's too
            late.

                         FREDERICK
                   (reacting, his face
                   in his hand)
            Jesus...Jesus!

                         LEE
                   (gesturing, moving
                   closer to Frederick)
            Oh, God, I don't even know what I
            want.

                         FREDERICK
                   (sighing heavily, reacting)
            Oh...

                         LEE
                   (rubbing Frederick's
                   shoulder tenderly)
            Tch, oh, what do you get out of me,
            anyway?  I mean...
                   (laying her head
                   against his shoulder,
                   sighing deeply)
            it's not sexual anymore.  It's
            certainly not intellectual.  I
            mean, you're so superior to me in
            every way that--

Frederick furiously shakes Lee away.  He pounds his fist
against a cupboard.  Lee, gasping, moves away.

                         FREDERICK
            Please, don't patronize me!

He puts his hand on his forehead, then turns to the offscreen
Lee.

                         FREDERICK
            God!  I should have married you
            years ago when you wanted to!  I
            should have agreed.

He walks over to Lee in another area of the kitchen.

                         LEE
                   (sighing)
            Oh, God, don't you know it never
            would have worked?

Frederick turns away from Lee.  He begins to pace near the
counter.

                         FREDERICK
            I told you, one day you would leave
            me...
                   (leaning on the counter)
            for a younger man.  I--

He loudly pounds his fist on the counter in despair and
frustration, then covers his eyes with his hands in sorrow.

                                            CUT TO:

INT. HANNAH'S BEDROOM - NIGHT

Hannah, wearing a plaid shirt, sits up in bed, a book
propped up on her knees.  A cupboard with some bric-a-brac
is mounted behind the night table, which holds a small,
white, warm-glowing lamp and some photographs.  She turns
the page as Elliot, in pajamas and silk bathrobe, enters.
She continues to read her book as he sits down at the edge
of the bed and muses.  His voice is heard over the screen.

                         ELLIOT (V.O.)
            What passion today with Lee.  She's
            a volcano.  It was a totally
            fulfilling experience... Just as I
            dreamed it would be.
                   (nodding slightly as
                   he takes off his slippers)
            That's what it was.  It was like
            living out a dream...a great dream.
                   (taking off his bathrobe)
            Now I feel very good and cozy being
            here next to Hannah.  There's
            something very lovely and real
            about Hannah.
                   (tossing his bathrobe
                   aside and lying down
                   on the bed next to
                   Hannah, his hands
                   crossed over his stomach)
            She gives me a very deep feeling of
            being part of something.  She's a
            wonderful woman...and I betrayed
            her.  She came into my empty life
            and changed it...and I paid her
            back by banging her sister in a
            hotel room.  God, I'm despicable.
            What a cruel and shallow thing to
            do.
                   (sitting up)
            I have to call her now and tell her
            what we did was crazy.
                   (anxiously)
            It can't ever happen again.  I'm
            not that kind of man...and I value
            Hannah too much.  I love my wife.
            Now I've betrayed her.  Oh, God!

Elliot frantically stands up and leaves the room.

                         HANNAH
                   (reading, not looking up)
            Where're you going?

                         ELLIOT
                   (offscreen)
            I've, uh...gotta find, gotta get a
            phone number in my desk.  I forgot
            to phone Mel Kaufman.

                         HANNAH
                   (still reading)
            It's so late.

                         ELLIOT
                   (offscreen)
            Yeah, I know.  I-I can't believe I
            forgot.

Elliot walks quickly into the darkened hallway.

                         ELLIOT
                   (muttering)
            What if he answers?
                   (turning into the
                   doorway leading to
                   the living room)
            I'll hang up.
                   (walking into the
                   darkened living room)
            I'll tell her we can't communicate
            until I terminate my marriage.
                   (whispering)
            It's immoral.

Elliot switches on the light.  He paces back and forth in
front of the piano and an accompanying music stand.  The top
of the piano is filled with family photos; the lamp he
turned on illuminates some framed pictures on the wall and
the piece of sheet music open on the piano.

                         ELLIOT
                   (gesturing and whispering)
            Then, time will pass.  I won't
            call, and she'll get the idea.  I
            gotta stop this before I get in too
            deep.  I'd rather hurt Lee a
            little, than destroy Hannah.

Elliot stops pacing and checks his wristwatch.

                         ELLIOT
                   (whispering, rubbing
                   his hands)
            It's one-thirty.  She...she can't
            have a conversation with me...with
            him around.  I'm getting hysterical.
                   (putting his hands on
                   his hips)
            I'll call her first thing in the
            morning.  I'll call her at six.
                   (pointing)
            Frederick goes jogging at six,
            yeah, she'll be alone.  And I'll,
            I'll call her and nip it in the bud.

The phone rings.  Elliot jumps.

                         ELLIOT
                   (loudly, to the
                   offscreen Hannah, gasping)
            I've got it!  I've got it!  I've
            got it!
                   (picking up the
                   phone, into the telephone)
            Hello?
                   (loudly, for the
                   offscreen Hannah's benefit)
            Mel!

The movie cuts to Lee, standing in the dark in Frederick's
loft.  She talks softly into the telephone.

                         LEE
                   (into the telephone)
            I would have hung up if you hadn't
            answered and I promise I won't ever
            do this again, but I just had to
            tell you, I feel very close to you
            tonight.  Very, very close.
                   (pausing)
            Good night.

Lee hangs up the phone and the movie cuts back to Elliot,
standing in his living room.  Stunned, he slowly lowers the
phone receiver.

                                            CUT TO:

 "The only absolute knowledge attainable by man is that life
                 is meaningless." - Tolstoy

Jazz is heard as the movie cuts to the outside of a
university library, the camera focused on a huge replica of
Rodin's Thinker before moving to the front entrance.  Mickey
can be seen emerging from its depths.  He wears his raincoat,
his hands are in his pockets.  He ponders the scene as he
walks past the statue and a small front garden and down the
sidewalk.  Passersby, some holding books, are seen.

                         MICKEY (V.O.)
            Millions of books written on every
            conceivable subject by all these
            great minds, and, and in the end,
            none of 'em knows anything more
            about the big questions of life
            than I do.  Ss--I read Socrates.
            You know, n-n-n--, this guy used to
            kn-knock off little Greek boys.
            What the hell's he got to teach me?
            And, and Nietzsche with his, with
            his Theory of Eternal Recurrence.
            He said that the life we live,
            we're gonna live over and over
            again the exact same way for
            eternity.  Great.  That means I,
            uh, I'll have to sit through the
            Ice Capades again.  Tch.  It's not
            worth it.

The movie next cuts to a sunny day in Central Park.  A male
jogger, seen through some tree branches, runs by.  The
camera moves past him, revealing a pondering Mickey walking
by the reservoir.  He continues to talk over the screen.

                         MICKEY (V.O.)
            And, and Freud, another great
            pessimist.  Jeez, I was in analysis
            for years.  Nothing happened.  My
            poor analyst got so frustrated.
            The guy finally put in a salad bar.

Several joggers pass Mickey; he continues to ruminate.

                         MICKEY (V.O.)
            Oh!  Look at all these people
            jogging...trying to stave off the
            inevitable decay of the body.  Boy
                   (smacking his lips)
            it's so sad what people go through
            with their-their stationary bike
            and their exercise and their...
                   (glancing at a fat
                   woman jogger in a red
                   sweatsuit who runs by)
            ...Oh!  Look at this one!  Poor
            thing.  My God, she has to tote all
            that fat around.  Maybe the poets
            are right.  Maybe love is the only
            answer.

Mickey goes over to the chain-link fence encircling the
reservoir.  He stops walking and looks out over the water.

                         MICKEY (V.O.)
            Shh--Of course, I was in love with
            Hannah.  That didn't work out too
            well.
                   (sighing)
            I even took her sister out.
            Remember that?

Mickey continues to look through the fence at the water and
the distant skyline.  A jogger crosses in front of him.
It's very quiet; the soft jazz continues.

                         MICKEY (V.O.)
            Remember years ago when Hannah and
            I got divorced and she fixed me up
            with her sister Holly?

The film cuts abruptly to Mickey's flashback of his date
with Holly, beginning with a rock club performance.  The
soft jazz becomes loud, pulsating rock.  Three punkers--a
girl with pink hair, a girl with a spiked mohawk, and a guy
with Stevie Wonder braids and sunglasses--watch and bop
their heads to the sounds of the offscreen rock band, The 39
Steps.

The camera moves to the stage, revealing a sleazy-looking
rock band in the midst of their number.

                         THE 39 STEPS
                   (singing)
            "I want to be like you
            I said I'm going to fit into your
            group..."

As the band loudly plays on, the camera moves across the
spellbound audience, sitting at crowded, smoky, small
tables, to reveal a stricken Mickey and a mesmerized Holly
squeezed together at one of them.  A nearby member of the
audience swills beer from a bottle.  Holly, beating time to
the music and enjoying herself, takes a puff of her cigarette.
She wears a wristful of silver bracelets.  She glances at
Mickey impatiently.  He's the only one in the place wearing
a suit.

                         THE 39 STEPS
                   (singing)
            "I don't wanna be different
            Said I'm gonna be just like you
            Because I'm gonna buy the records
            That they play on radio...

Holly turns back to the band, who are still in full swing.
The camera moves down the body of the lead singer, singing
into a microphone, from his longish, curly red hair, through
his cut-off red shirt and sweaty torso, to his guitar.  He
wears several silver bracelets on his wrists and gold
bracelets on his upper arm.  The microphone screeches
feedback.

                         THE 39 STEPS
                   (singing)
            "I'm gonna dance at clubs
            Gonna do just what I'm told
            Because I'm bleedin' now
            And I'm bleedin' now
            I wanna slip, slip, slip, slip,
            slip
            Into the crowd
            I wanna slip, slip, slip, slip,
            slip
            Into the crowd..."

The camera moves back to Holly and the even more stricken-
looking Mickey.  They are crowded in with people.  In the
background, a waitress holds up a tray.  A man drinks from a
glass mug; people chatter indistinctly over the loud band.
The club is noisy, smoky, and thick with people.  Holly
glances at Mickey once again, this time unable to contain
her annoyance.

                         HOLLY
            Oh, why are you making those faces?

                         MICKEY
                   (leaning over to
                   Holly, gesturing)
            I can't hear you.  I can't hear
            anything.  I'm, I'm, I'm, I'm gonna
            lose hearing in my ear!  I'm--

                         HOLLY
                   (interrupting,
                   gesturing to the
                   offscreen band)
            Listen, you are witnessing genius!

                         MICKEY
                   (pointing to his ears)
            I, I, my ears are experiencing a
            meltdown!  I can't hear anything.

                         HOLLY
                   (overlapping,
                   gesturing dramatically)
            Look, can't you feel the energy?
            It's tangible energy!  The room's
            alive with positive vibrations!

She opens a vial of cocaine.

                         MICKEY
                   (gesturing, trying to
                   talk over the band)
            Holly, I'm frightened!  I'm--After
            they sing... they're gonna take
            hostages!  Now let's--

Holly holds a short metal straw of cocaine to her nose and
sniffs it.

                         MICKEY
                   (panicking)
            Don't, no, please.  Will you-- No,
            don't...

                         HOLLY
                   (holding the straw
                   towards Mickey)
            You want some?

                         THE 39 STEPS
                   (singing in the
                   background while
                   Holly and Mickey talk)
            "I want to dress like you
            Say, I'll buy all the clothes
            I want to fuck like you
            Yeah, I'm sure it shows
            Because I'm..."

                         MICKEY
                   (shaking his head)
            I don't.  No.  No.

                         HOLLY
                   (overlapping, sniffing)
            Come on, Mickey.  Come on.

                         MICKEY
                   (overlapping, gesturing)
            But, no, you've been doing that all
            night!  You're gonna...you're gonna
            burn a hole in your... You're gonna
            develop a third nostril!  Really,
                   (putting his hand on
                   Holly's shoulder)
            don't, please.

While Mickey pleads with her, Holly puts her cocaine vial
into her purse.  She holds a finger against one nostril and
sniffs.  She then picks up her lit cigarette and continues
to smoke.

                         MICKEY
            Can we, can we go?

                         HOLLY
                   (looking at the
                   offscreen hand,
                   bopping her head to
                   the music and smoking)
            No!

                         MICKEY
                   (touching his ear in pain)
            My--uh...

The camera leaves the crowded tables and moves back to the
band.  The lead singers continues to sing with his band,
swaying his body to the music...

                         THE 39 STEPS
                   (singing)
            "...Gonna buy the records
            That they play on the radio..."

...as the film cuts abruptly to outside the rock club.  The
music has stopped.  Mickey and Holly, almost in dark
silhouette, are walking at a fast clip along the sidewalk,
arguing.  They pass some lighted clothing store windows; a
few cars go by in the dark street.

                         HOLLY
                   (enthusiastically)
            I love songs about extraterrestrial
            life, don't you?

                         MICKEY
            Not when they're sung by
            extraterrestrials.

                         HOLLY
                   (impatiently, with annoyance)
            Oh, well, I cannot communicate with
            you!  I, you know, I never realized
            you were such a tightass.
                         MICKEY
            I can't understand you.  Your
            sisters, both sisters have such
            good taste in music.  I don't know
            where you went, went wrong.

                         HOLLY
                   (gesturing)
            Do you mind?  I'm-I'm my own person.

                         MICKEY
            Can I take you someplace to hear
            something nice?

                         HOLLY
                   (touching the hat on
                   her head)
            Eh, Mickey, it's getting late.

                         MICKEY
            Now come on, you're be--, 'cause
            you're being angry at me.

They stop briefly at a street corner and look for oncoming
cars before crossing.  Mickey takes Holly's arm as they walk
across the street towards the camera.

                         HOLLY
                   (angrily)
            I'm not angry!  You know, you,
            well, you don't believe in ESP, you
            don't like rock music, you won't
            get high... It's like I'm dating
            Cardinal Cooke!

                                            CUT TO:

INT. THE CARLYLE CLUB - NIGHT

Bobby Short is playing "I'm In Love Again" on the piano,
accompanied by a bass player.  An Art Deco mural fills the
wall behind him...

                         BOBBY SHORT
                   (singing)
            "Why am I
            Just as reckless as a child?
            Why am I
            Like a racehorse running wild?
            Why am I
            In a state of ecstasy?
            The reason is 'cause something's
            Happened to me
            I'm in love again
            And the spring is comin'..."

...as the camera leaves the musicians and moves to the
conversatively dressed audience.  A far cry from the rock
club atmosphere, the Carlyle is quiet except for Bobby
Short's singing.  The audience at their tables watch him,
some with smiles of pleasure.  A man has his arm around a
woman.  Jewels sparkle in another woman's hair.  The men
wear suits.

Mickey and Holly sit at one of the tables; a candle burns in
its holder on the tabletop.  Holly takes a cigarette from
her purse as she holds her hand to her nose, sniffing.
Mickey keeps shooting glances at Holly; she can't sit still.
Bobby Short continues to sing...

                         BOBBY SHORT
                   (singing)
            "I'm in love again
            Hear my heart strings strummin'
            I'm in love again
            And the hymn they're hummin'
            Is those cuddle-up
            huddle-up blues
            I'm in love again
            And I can't rise above it..."

...as Holly lights her cigarette, dropping her matchbook on
the floor.  She bends down to pick it up, then starts to
fidget in her chair.  She gulps her wine; she sniffs.
Mickey tries to watch the offscreen Bobby Short; he crosses
his arms across his chest.

The film cuts back briefly to Bobby Short playing the piano...

                         BOBBY SHORT
                   (singing, continuing)
            "I'm in love again
            And I love, love, love it."

...then abruptly cuts to:

EXT. THE CARLYLE HOTEL - NIGHT

A taxi pulls away from the curb as Mickey and Holly walk out
of the hotel through its revolving doors.  Holly stays under
the awning; Mickey walks to the curb and looks angrily back
at her.  People pass by as Mickey walks back and forth from
the curb to Holly, growing angrier and angrier.

                         HOLLY
            Thanks for a swell time.

                         MICKEY
                   (gesturing)
            Well, if you didn't like it, you
            didn't like it, but you didn't have
            to talk while the guy was singing.

                         HOLLY
            I was so bored!

                         MICKEY
                   (gesturing)
            Yeah, that's tough!  You don't
            deserve Cole Porter.  You should
            stay with those groups that look
            like they're gonna stab their mother!

                         HOLLY
            At least I'm open to new concepts!

                         MICKEY
            And you don't have to snort cocaine
            at the table all the time!  What do
            you, what do you do?  Carry a kilo
            around in your purse?

                         HOLLY
                   (gesturing)
            This crowd wouldn't know the
            difference!  They're embalmed!

                         MICKEY
            Jesus...
                   (waving his arm and
                   whistling for a taxi)
            I'm glad Hannah got us together.
            You know, she's got a great instinct
            for people.  Really.

A taxi pulls up to the curb.  Mickey and Holly walk up to
its rear door.

                         HOLLY
            Oh, look, I'm sorry it didn't work
            out.

                         MICKEY
                   (overlapping)
            Yeah.  Me, too.

                         HOLLY
                   (overlapping)
            You know, it's probably my fault.
            I've been a little depressed lately.

                         MICKEY
                   (overlapping)
            Right.  Yeah.  I had a...

                         HOLLY
                   (overlapping)
            God!

                         MICKEY
                   (continuing)
            ...I had a great time tonight,
            really.  It was like the Nuremberg
            Trials.

He holds the door open for Holly.  She gets in.

                         HOLLY
                   (angrily)
            Oh, I'll see myself home!

Holly slams the door.  Mickey starts to walk along the
sidewalk as the taxi drives off; he passes the hotel and
several evening-lit store windows. "I'm In Love Again"
begins to play in the background as Mickey's voice is heard.

                         MICKEY (V.O.)
            Yeah, it was quite an evening.
            Holly with her cocaine...
                   (chuckling)
            She should have been wearing a gold
            shovel around her neck.  Tch, she
            was polymorphously insensitive, I
            think.
                   (smacking his lips)
            Too bad, too... 'cause, you know, I
            always had a little crush on her.

Both a bus and a taxi drive down the street, blocking Mickey
from view.  The music stops and the film cuts to:

                         Afternoons.

A big-band rendition of "You Made Me Love You" begins as the
film cuts to a hotel room.  Elliot and Lee can be seen
dancing cheek to cheek in the reflection of a mirror over a
dresser.  A TV sits in the corner.  A lamp is on one side of
the dresser; on the other side is a bucket with champagne.
Two half-full glasses sit nearby.  Elliot and Lee dance into
view.  Without missing a beat, Elliot picks up one of the
glasses of champagne and hands it to Lee.  She sips.  Elliot
sips, then puts it back down on the dresser.  They embrace
tightly, continuing to dance.

                                            CUT TO:

INT. HANNAH'S DINING ROOM - NIGHT

Elliot, Hannah, and the twins sit at the dining room table.
A Christmas tree stands in the corner of the room, next to a
table holding a lamp; a picture hangs on the wall.  The
family has just finished eating; the table is cluttered with
the remains of dinner, including a quart of milk, some
chocolate syrup, and a bottle of ketchup.  Hannah's two
adopted children stand by her chair; she is showing them how
a small camera works.  The children watch her, fascinated,
muttering among themselves.  Elliot looks listless.  He
stares blankly at the table.

                         HANNAH
                   (to her adopted
                   children, holding the camera)
            Oh, you just have to read the
            instructions.  I mean, you just set
            one of these things and you can
            take, you can take pictures
            underwater.

                         CHILD 1
                   (overlapping)
            Can I try it?

                         HANNAH
                   (handing him the camera)
            Sure!  Yeah.  When we get to the
            country, we'll try it in the lake.

The child takes the camera from Hannah, as well as picking
up a second identical one from the table.

                         CHILD 1
            Okay.

                         HANNAH
                   (resting her chin in
                   her hands)
            Okay?

                         CHILD 2
                   (overlapping)
            Can I go?

                         CHILD 1
                   (overlapping)
            Yeah.

                         HANNAH
                   (nodding)
            Yeah!  Okay.

The adopted children leave, the twins going off with them.
When they're gone, Hannah takes a sip of her coffee and
looks at Elliot.  She puts down her cup, still watching him.

                         HANNAH
                   (after a beat)
            Are you in a bad mood?

                         ELLIOT
                   (shaking his head slightly)
            I don't know.  Um...I'm just antsy.

The camera moves in on their faces as they continue to speak.
Family photos line the mantel behind Hannah's head.

                         HANNAH
                   (intensely)
            Yes.  I know.  The last few weeks,
            you haven't been yourself.  And
            tonight at, tonight at dinner, you,
            you were kind of curt with me.

                         ELLIOT
                   (looking down at his hands)
            Was I?

                         HANNAH
            Yes, you were.  A-and when I, when
            I brought up the idea of having a
            baby, you just, you jumped down my
            throat.

                         ELLIOT
                   (shaking his head)
            Well, I-I don't think it's a very
            good idea.

                         HANNAH
            Why not?

                         ELLIOT
                   (edgily)
            Because it's the last thing in the
            world we need right now.

                         HANNAH
            Why do you say that?  Is there
            something wrong?

                         ELLIOT
            I don't know.

                         HANNAH
            Well, tell me.  Should I be worried?

                         ELLIOT
            But, you got four children!

                         HANNAH
            I want one with you.

                         ELLIOT
            Well...I-I think we should wait
            till things settle.

                         HANNAH
            But what do, what do you--
                   (stuttering)
            what's that mean?  W-w-we've been,
            we've been married for four years.
            How settled can things get?

                         ELLIOT
                   (gesturing)
            You know, y-you have some very set
            plans on how your life should be
            structured.  A-a house, uh, kids,
            certain schools, a h--, a home in
            Connecticut.  I-it's all
            very...preconceived.

                         HANNAH
                   (shaking her head)
            Yeah, but I...uh--I thought you
            needed that.  When-when-when we
            met, you said your life was chaos.

                         ELLIOT
            I-I-I know, but there's got to be
            some give and take.

Hannah sighs.  Elliot angrily throws his napkin on the table.
He stands up and begins to pace behind Hannah.

                         ELLIOT
            Oh, let's not--I, I don't know what
            the hell I'm talking about.

                         HANNAH
                   (reacting)
            Are you angry with me?

                         ELLIOT
            No!

                         HANNAH
            Do you feel, um...are you
            disenchanted with our marriage?

                         ELLIOT
                   (pointing at Hannah)
            I didn't say that.

                         HANNAH
            Are you in love with someone else?

                         ELLIOT
                   (angrily)
            My God!  Wha-what is this?  The
            Gestapo?  No.

He sits down again, in a chair next to Hannah; the ketchup
bottle sits in front of him.

                         HANNAH
                   (turning to look at him)
            Well, what?  What, wh-what are you
            not telling me?

                         ELLIOT
                   (gesturing and pointing)
            What kind of interrogation... Su-
            supposing I said yes?  I-I-I am
            disenchanted.  I am in love with
            someone else.

                         HANNAH
            Are you?

                         ELLIOT
                   (staring at Hannah
                   for a beat before
                   answering her)
            No!
                   (gesturing)
            But you keep asking these, these
            awful questions.  My God, it's-it's
            like you want me to say yes!

                         HANNAH
                   (gesturing)
            What, you, of c-- What are you
            talking about?  Of course not.  I'd
            be destroyed!

The camera moves in on Elliot's anguished face.  He talks
over the screen.

                         ELLIOT (V.O.)
            For Chrissakes, stop torturing her.
            Tell her you want out and get it
            over with.  You're in love with her
            sister.  You didn't do it on
            purpose.  Be honest.  It's always
            the best way.

He looks down.  Hannah leans over and tenderly puts her hand
on his shoulder.

                         HANNAH
                   (softly)
            Look, can I help you?  If you're
            suffering over something, will you
            share it with me?

She touches his hand; Elliot embraces her.

                         ELLIOT
            Hannah, you know how much I love
            you.
                   (kissing her on the forehead)
            I ought to have my head examined.
            I don't deserve you.

Elliot kisses Hannah again; they embrace tightly.  She
touches his hair.

                                            CUT TO:

                        The audition.

There is no music.

                                            CUT TO:

INT. SOHO CLOTHING BOUTIQUE - DAY

The screen shows a metal staircase next to a large white
column.  Holly's voice can be heard as she and Hannah make
their way up the stairs, moving into view.  A man carrying a
shopping bag walks down the steps; he passes them.  Hannah
and Holly talk as they climb.

                         HOLLY
                   (offscreen)
            You know, I just want to look so
            good, but I don't want to seem, you
            know, like I'm overdressed.
                   (onscreen, walking up
                   the stairs behind Hannah)
            You know what I'm saying?
                         HANNAH
                   (overlapping, turning
                   to look at Holly)
            Oh, no, not at all.

                         HOLLY
                   (holding up a dress
                   she's carrying on her arm)
            Well, how about this?

                         HANNAH
                   (looking at the dress)
            Well, I, I really like that.  I
            think that's a pretty color on you.

                         HOLLY
                   (overlapping)
            Oh, yeah.
                   (laughing)


Hannah and Holly reach the top of the stairs.  They walk
onto a cavernous, high-tech floor.  Empty bleachers line one
wall; the rest of the floor is filled with racks of clothes
and empty space.

                         HOLLY
                   (continuing, smiling)
            Did you ever think you'd be helping
            me buy something to wear to the
            opera?
                   (chuckling)


                         HANNAH
                   (playfully hitting
                   Holly's arm)
            Nuh-uh...but I think it's great.  I
            can't wait to meet him.

Holly follows Hannah to a rack of blouses.

                         HOLLY
            He's married...

                         HANNAH
                   (interrupting,
                   looking through the rack)
            Oh-oh.
                         HOLLY
                   (overlapping)
            ...and his wife's, uh, in and out
            of institutions.  She's
            schizophrenic.

Holly continues to talk as she follows Hannah across the
floor to a rack of dresses.  Hannah's on one side, flipping
through the hangers.  Holly, on the other side of the same
rack, talks to her sister, not looking at the clothes.

                         HOLLY
            Sometimes she's terrific...

                         HANNAH
                   (overlapping)
            Oooo.

                         HOLLY
            ...and then she just breaks down.
                   (gesturing)
            And he has this sweet daughter...and
            when she goes to college next year,
            he's going to split permanently.  I
            mean...

                         HANNAH
                   (overlapping, looking
                   up at Holly)
            Oh?

                         HOLLY
            ...he's really paid his dues,
            but...then she helped put him
            through architecture school, you
            know, so...

Hannah takes a jacket on a hanger off the rack and looks at
it.  She holds it to her.

                         HANNAH
                   (interrupting,
                   glancing at her
                   sister for a moment
                   with amazement)
            You found all this, all this out on
            one date?

                         HOLLY
                   (chuckling and nodding)
            Well, I think he was dying to open
            up.  It's so sad.
                   (finally looking back
                   and forth along the rack)
            Now...what should I wear to my
            audition?

Hannah turns to Holly with surprise.  She puts the jacket
back on the rack and stares at her; she inhales.

                         HOLLY
                   (explaining)
            I've got a singing audition for a
            Broadway musical.
                   (chuckling)
            Of course, I'll never get it.

                         HANNAH
            Singing?

                         HOLLY
                   (chuckling)
            Yeah, can you believe it?

                         HANNAH
                   (walking around the
                   rack to Holly, still surprised)
            Really?

                         HOLLY
                   (vulnerably)
            Well, I mean, why not?  You know,
            wh-what have I got to lose?  Uh...

                         HANNAH
                   (overlapping, shaking
                   her head)
            Well, no...I-I know, I just, uh...
            No, I-I, eh, you know, I, I didn't,
            I didn't know you sung.

Hannah begins to look at the rack of clothes on Holly's
side, while her sister stares at her, frowning.

                         HOLLY
                   (defensively)
            Well, you think everybody in m-
            musicals sings so well?

                         HANNAH
                   (gesturing, shaking
                   her head)
            No!  No, I, eh, it's just that they
            sing.

Holly is silent for a moment.  Hannah takes a blouse off the
rack and looks at it.

                         HOLLY
            Well...you know, uh...I sing a
            little, I mean...
                   (chuckling self-consciously)


                         HANNAH
                   (realizing she's hurt
                   Holly, reacting)
            Ohh!

                         HOLLY
                   (overlapping, shaking
                   her head)
            You know.

                         HANNAH
                   (hanging the blouse
                   back on the rack)
            I know, no--
                   (chuckling)
            I know.

                         HOLLY
                   (overlapping, still
                   chuckling self-
                   consciously, gesturing)
            I mean, y-you know, don't say it
            that way, you know, because my
            confidence is not my strong point,
            I--

                         HANNAH
                   (interrupting,
                   touching her sister's shoulder)
            No, I'm sorry.  No, I didn't mean
            that.  No, I didn't mean that.

The two sisters walk away from the rack, Hannah slightly in
the lead.  Behind them are some more racks of clothing and a
large window with closed venetian blinds.

                         HOLLY
                   (gesturing)
            Uh, you know, I think I can fake my
            way through a song.

                         HANNAH
                   (nodding as she looks
                   around the store,
                   pulling up her
                   shoulder bag strap)
            Uh-huh.

                         HOLLY
            Easily.

Holly pauses, looking at her sister.  They continue to walk.

                         HOLLY
                   (looking at Hannah)
            W-why?  You don't think it's
            realistic?

                         HANNAH
                   (putting her hand on
                   Holly's shoulder)
            No, I didn't, I, that's no.  No, I-
            I-I, no, I-I just...
                   (gesturing)
            hate to see you put yourself in a
            position where, where you get hurt,
            you know.  You know, you know how
            you take...

                         HOLLY
                   (overlapping, nodding)
            Yeah.

They walk over to a table laid out with colorful scarves and
decorated with hurricane lamps bordering its edges.

                         HANNAH
                   (continuing, looking
                   at some clothes
                   hanging beneath the table)
            ...every, eh, single rejection as-
            as-as a...a confirmation that you
            have no talent, or something?

                         HOLLY
                   (overlapping, nodding)
            Yeah.  Well, maybe I'll get it.
                   (chuckling and gesturing)

                         HANNAH
                   (overlapping, looking
                   at the clothes)
            I hope.

Holly looks at her sister for a beat.

                         HOLLY
                   (sighing)
            Boy, you really know how to cut me
            down.

                         HANNAH
                   (looking at Holly, reacting)
            What?  You don't, don't be so
            sensitive.  Can't I say anything?

                         HOLLY
                   (gesturing)
            Tch, well, I sing!
                   (suddenly shouting)
            For Chrissake, Hannah, you heard me
            sing!

A female customer, who'd come over to the table, browsing
through the rack of clothes near Hannah, looks up, reacting.
She walks away.

                         HANNAH
                   (overlapping, reacting
                   to her sister's outburst)
            Okay!
                   (looking at her sister)
            Okay.  I-- What happened?  You
            know, we were having a really nice
            time, a-and suddenly, everything
            went to bad feeling.

She walks past Holly and briefly looks at a different rack
of clothes beneath the table.

                         HOLLY
                   (shaking her head)
            Nobody but you can do that to me.
            I don't know why.

                         HANNAH
                   (gesturing)
            Look, everything's going your way.

She walks offscreen to a nearby rack; the camera remains
focused on Holly.

                         HOLLY
            You're right.
                   (pausing)
            I'm happy.
                   (shrugging, looking
                   at the offscreen Hannah)
            Why must I let my insecurities
            spoil everything?

Holly chuckles and begins to look through the scarves on the
table.

                                            CUT TO:

INT. THEATER - DAY

A group of theater executives, including the producer, the
director, and two assistants, sit in a cluster in the empty
audience, talking; they look up at the offscreen Holly, who
is auditioning on the stage.  She is singing "I'm Old-
Fashioned," accompanied by a piano.

                         HOLLY
                   (offscreen, singing softly)
            "This year's fancies
            Are passing fancies..."

The film moves from the audience to the stage where Holly,
her hands clasped in front of her, continues to sing her
song.  A large group of other hopefuls are seen in the
background behind her.

                         HOLLY
                   (continuing her
                   singing, barely
                   moving her body)
            "But sighing sighs
            Holding hands
            This my heart
            Understands
            I'm old-fashioned
            And I don't mind it
            It's how I want to be
            As long as you agree
            To stay old-fashioned with me."

The camera moves from Holly back to the executives in the
audience.  As it passes the empty audience seats, they are
heard offscreen.

                         PRODUCER
                   (offscreen)
            Thank you.

                         DIRECTOR
                   (offscreen)
            Thank you.

                         PRODUCER
                   (offscreen)
            It was very nice.

                         ASSISTANT #1
                   (offscreen, overlapping)
            Terrific.

The camera has reached the executives in the audience.  They
are now chattering among themselves, Holly forgotten.

                         STAGE MANAGER
                   (offscreen,
                   overlapping the
                   executives' chatter)
            April Knox?

The film cuts back to the stage, where April, handling the
audition pianist some sheet music, prepares herself to sing
"The Way You Look Tonight." The stage is very black, stark,
except for April and the pianist.

                         APRIL
                   (singing)
            "Someday
            When I'm awfully low
            When the world is cold
            I will get a glow
            Just thinking of you
            And the way you look
            Tonight..."

                                            CUT TO:

EXT. A STREET OUTSIDE THE THEATER - DAY

A theater marquee can be seen on the busy street as Holly
and April walk down the street towards the camera, moving
closer and closer as they talk.  Workmen and various street
noises can be heard indistinctly in the background.

                         HOLLY
            I'm telling you, you sounded great.
            You, uh, you may be surprised.

                         APRIL
                   (sighing)
            Oh, I'm just glad we have a catering
            job this week.  I'm real low on
            money.

                         HOLLY
            Yeah, we have Mr. Morris Levine's
            eightieth birthday party on
            Riverside Drive...or Riverside
            Memorial Chapel, depending on his
            health.

                         APRIL
            Oh, uh, listen, David called me up.

                         HOLLY
                   (reacting)
            What?

                         APRIL
                   (gesturing)
            Uh, David called me last night, and
            he wants to take me to the opera.
                   (chuckling)
            I didn't know what to say.

                         HOLLY
                   (reacting)
            You're joking.

                         APRIL
            No, he called late last night.

                         HOLLY
                   (sadly)
            I, uh, I'm very surprised.

                         APRIL
                   (chuckling, gesturing)
            He wants to take me to see Rigoletto.

                         HOLLY
                   (looking briefly at April)
            And you, you-you're going?

                         APRIL
            Well, I-I-I didn't know what to say.
            First I said no, but then, he
            pressed it.  He said, uh, he'd
            taken you once and he really wanted
            to invite me.

                         HOLLY
                   (pausing)
            But I'm seeing him.

                         APRIL
                   (gesturing)
            I know.  I said that, but...
                   (shrugging)
            he said it was something he really
            felt like doing.

                         HOLLY
                   (stopping and facing April)
            Gee, um...
                   (looking off, sniffing)
            I...I don't know what to say.

                         APRIL
            Look, it's just an evening at the
            opera.  Did I, I-I do wrong in
            accepting?

Holly looks away sadly; she shakes her head.

                         APRIL
                   (continuing)
            Huh?

                                            CUT TO:

                        The big leap.

The film cuts to Father Flynn's rectory office.  The Catholic
priest looks out a simple stained-glass window, then turns
to an offscreen Mickey.

                         FATHER FLYNN
                   (gesturing)
            Now why do you think that you would
            like to convert to Catholicism?

The camera moves back to reveal Mickey, his back to the
camera, sitting in front of Father Flynn's desk.  A lamp is
lit in the background; the Father's desk is neat.  The room
is comfortably decorated in wood and leather.

                         MICKEY
            Well, uh, because, y-you know, I
            gotta have something to believe in,
            otherwise life is just meaningless.

                         FATHER FLYNN
                   (pacing behind his
                   desk and gesturing)
            I understand.  But why did you make
            the decision to choose the Catholic
            faith?

The movie cuts to Mickey's face.  He's very neat in a tie,
sweater, and sports jacket.

                         MICKEY
                   (gesturing)
            Tch.  Well, y-you know...first of
            all, because it's a very beautiful
            religion.  It's very well structured.
            Now I'm talking now, incidentally,
            about the-the, uh, against-school-
            prayer, pro-abortion, anti-nuclear
            wing.

                         FATHER FLYNN
                   (offscreen)
            So at the moment you don't believe
            in God.

The camera cuts back to Father Flynn, who walks over to a
leather armchair next to a table set for tea.  He begins to
pour the tea into china cups.

                         MICKEY
                   (offscreen)
            No.  A-a-and I-I want to.  You
            know, I'm-I'm willing to do anything.
            I'll, you know, I'll dye Easter
            eggs if it works.
                   (walking over to
                   Father Flynn and
                   sitting down in an
                   adjacent chair)
            I-I need some evidence.  I gotta
            have some proof.  Uh, you know, i-
            i-if I can't believe in God
                   (gesturing, his
                   raincoat in his lap)
            then I don't think life is worth
            living.

                         FATHER FLYNN
                   (stopping his tea pouring)
            It means making a very big leap.

Father Flynn clasps his hands in his lap.

                         MICKEY
                   (nodding, fiddling
                   with his raincoat)
            Yes, well, can-can you help me?

The film abruptly cuts to the long hallway in Mickey's
parents' apartment.

In the foreground, a section of the living room can be seen,
with a bureau holding a lamp and a framed photo.  The
hallway itself is crowded with pictures and a wall shelf.
At the other end of the hallway, in the background, is
another bureau, with candlesticks on top and a framed
picture on the wall above.  Mickey's mother stands in the
front of this bureau at the hallway's end, screaming at the
top of her lungs, holding her heart dramatically.

                         MOTHER
                   (crying)
            Why?  Oh, my God!

She sobs hysterically, staggering offscreen to the bathroom;
she shuts the door.  Mickey walks into view, in the living
room, looking after his shocked mother, who continues to cry
over the scene.

                         MICKEY
                   (overlapping and gesturing)
            I don't understand.
                   (turning to his
                   offscreen father)
            I thought that you would be happy.

                         FATHER
                   (offscreen)
            How can we be happy?

His father walks into view, carrying a teacup and a candy
dish.  He strides past Mickey towards the kitchen.

                         MICKEY
                   (following his father)
            Well, because I never thought of
            God in my life.  Now I'm giving it
            serious thought.

                         FATHER
                   (offscreen, in the kitchen)
            But Catholicism?  Why not your own
            people?

                         MICKEY
                   (gesturing at the
                   kitchen door to his
                   offscreen father)
            Because I got off to a wrong foot
            with my own thing, you know.  B-b-
            b-but I need a dramatic change in
            my life.
                         FATHER
                   (offscreen)
            You're gonna believe in Jesus Christ?

                         MICKEY
                   (gesturing)
            I know it sounds funny, but I'm
            gonna try.

                         FATHER
                   (offscreen)
            But why?  We raised you as a Jew.

                         MICKEY
                   (shrugging)
            So, just 'cause I was born that
            way... You know, I'm old enough to
            make a mature decision.

Mickey's father walks into view; he stands by the stove near
the kitchen doorway, picking up a dirty glass and some bowls
to clean.

                         FATHER
            But why Jesus Christ?  Why, for
            instance, shouldn't you become a
            Buddhist?

Holding the dirty dishes in his hand, Mickey's father looks
at his son.

                         MICKEY
                   (gesturing)
            A Bud--?  That's totally alien to
            me.  Look, you're getting on in
            years, right?  Aren't you afraid of
            dying?

Mickey's father walks offscreen again, to the kitchen sink.

                         FATHER
                   (offscreen)
            Why should I be afraid?

                         MICKEY
                   (loudly gesturing)
            Oh! 'Cause you won't exist!

                         FATHER
                   (offscreen)
            So?

                         MICKEY
                   (gesturing)
            That thought doesn't terrify you?

Mickey's father walks out of the kitchen, past his son, to
the living room.

                         FATHER
                   (waving his arm)
            Who thinks about such nonsense?
            Now I'm alive.  When I'm dead, I'll
            be dead.

                         MICKEY
                   (following his
                   father, gesturing)
            I don't understand.  Aren't you
            frightened?

                         FATHER
                   (offscreen)
            Of what?  I'll be unconscious.

                         MICKEY
                   (turning and walking
                   down the hallway)
            Yeah, I know.  But never to exist
            again!

                         FATHER
                   (offscreen)
            How do you know?

                         MICKEY
            Well, it certainly doesn't look
            promising.

Mickey stops at the bathroom door at the other end of the
hallway.  He starts to pound it.

                         FATHER
                   (offscreen)
            Who knows what'll be?

Mickey's father comes back on screen; he's carrying a plate
of hors d'oeuvres and an empty glass towards the kitchen.
He stops and looks down the hall at Mickey, who's now
struggling to open the bathroom door.

                         FATHER
                   (gesturing with his
                   hands full)
            I'll either be unconscious or I
            won't.  If not, I'll deal with it
            then.  I'm not gonna worry now
            about what's gonna be when I'm
            unconscious.

                         MICKEY
                   (pounding on the door)
            Mom, come out!

                         MOTHER
                   (offscreen in the bathroom)
            Of course there's a God, you idiot!
            You don't believe in God?

                         MICKEY
                   (sighing)
            But if there's a God, then wh-why
            is there so much evil in the world?
                   (shrugging)
            What-- Just on a simplistic level.
            Why-why were there Nazis?

                         MOTHER
                   (offscreen in the bathroom)
            Tell him, Max.

Mickey, reacting, hits his forehead.

                         FATHER
                   (offscreen)
            How the hell do I know why there
            were Nazis?  I don't know how the
            can opener works.

Mickey starts pounding the door again as the movie cuts to:

A beautiful snow-covered church downtown, complete with
courtyard and wrought-iron fence.  A pedestrian walks by
with an umbrella.  A church choir sings a soaring hymn over
the scene.

The music continues as the film moves inside, where the
choir is seen singing behind an altar glowing warm gold.  A
fairly large congregation sits in darkened pews as the film
cuts to the back, where Mickey, his arms crossed, stands
underneath some stained-glass windows, watching and listening
to the inspiring music.

The choir continues to sing as the movie cuts to Father
Flynn in his office.

He picks up some large, heavy books from a shelf near his
window and he walks over to Mickey, who's standing near his
desk, already holding several tomes.  Father Flynn puts the
books on top of Mickey's pile; Mickey, flipping through the
top one, awkwardly carries his bundle to the door.

Next is seen a close-up of a painting of Jesus Christ on the
cross, complete with crown of thorns and holy expression.
His eyes, especially designed to blink as the lights hit
them, open and close repeatedly.  The hymn plays on, loudly,
as the camera moves back, revealing Mickey, standing outside
a barber shop window, looking at the Christ playing and
shuffling from side to side to gets its eyes' 3-D effect.
Smaller inspirational pictures border the bigger, blinking
Christ.  A barber pole with moving stripes stands nearby;
passing traffic is reflected in the window.

Mickey turns from the window, shrugging, and starts to walk
down the street, past a fruit and vegetable store with open-
air-displayed flowers, past several briskly moving
pedestrians.

With the hymn still playing, the screen goes black briefly.
Mickey opens the door, the light from a hallway illuminating
him.  He's just entered his apartment.  He closes the door
and walks through his dark foyer; he carries a brown bag.
He switches on the light, and walking past his spiral
staircase, past several framed pictures on the wall, he
makes his way to his living room coffee table.  Mickey pulls
a crucifix out of the bag; he looks at it, then puts it on
the table near a pile of books and some objets d'art.  He
then takes out a copy of the New Testament, putting it on
top of the crucifix.  Then out comes a framed picture of a
saint.  It too gets put on the growing pile.  But the bag is
not yet empty.  Next comes a large loaf of Wonder Bread and
a large jar of Hellman's mayonnaise.  Mickey sets them on
top of the saint.

                                            CUT TO:

EXT. NEW YORK CITY STREET - DAY

Lee is walking down the street, looking around her.  The
sidewalk is fairly crowded with people; the sounds of
traffic are heard.  She passes some office buildings, a
store's large display window; she stops when she sees Hannah.
Her sister is waiting outside the Art Deco façade of a
restaurant; she's looking in the opposite direction.  Lee
taps Hannah on the shoulder; Hannah, surprised, turns and
gasps.

                         LEE
                   (overlapping Hannah's gasp)
            Hi.

The sisters laugh and embrace each other.

                         HANNAH
            Hi.  Where's Holly?

                         LEE
                   (overlapping)
            Hi.  She's auditioning for a
            television commercial.  She said
            she's gonna be a little late.

                         HANNAH
                   (sighing)
            Oh, yeah?  How's she doing?

She turns and walks towards the restaurant entrance.

                         LEE
                   (following Hannah
                   through the
                   restaurant's doors)
            Oh, God, you know Holly.  When
            she's depressed, she's manic.  I
            think it was a good idea that we
            invited her to lunch.

They disappear inside.  The camera follows them, cutting to
the restaurant's interior at the same time the sisters walk
in.  It's a chic, trendy place, with an Art Deco design and
high ceilings.  A waiter in uniform stands near its glass
and metal doors, holding a tray to his chest; a few people
sit at the bar; a large plant in a vase sits in the
foreground.  The sisters walk toward the coatcheck area,
deep in conversation.

                         HANNAH
                   (pulling off her
                   scarf, still on the
                   subject of Holly)
            I hope you tell her it was your
            idea...

                         LEE
            Why?

                         HANNAH
                   (overlapping)
            ...'cause every time I try to be
            helpful, you know, sh-she gets so
            defensive.

                         LEE
                   (unbuttoning her coat)
            Oh, Hannah, she's-she's just
            embarrassed in front of you, that's
            all.

Hannah walks offscreen, farther into the coatcheck room.
She talks offscreen as Lee alone is seen, reacting and
speaking as well.  In the background, a waiter crosses over
to the bar, then walks away.

                         HANNAH
                   (offscreen)
            So how are you?

                         LEE
            Oh, me, I'm okay.

                         HANNAH
                   (offscreen)
            Do you miss Frederick?

                         LEE
            No.

                         HANNAH
                   (offscreen)
            I can't believe Elliot and I can't
            think of someone nice for you to go
            out with, you know--

                         LEE
                   (interrupting, her
                   voice slightly
                   higher-pitched as she
                   takes off her coat)
            How are you?

                         HANNAH
                   (offscreen)
            I'm okay.

                         LEE
                   (overlapping)
            You know, how's everything?  You
            doing okay?  How's Frederick?
                   (laughing)
            I mean, Elliot.

                         HANNAH
                   (offscreen, overlapping)
            Y-yeah.

Hannah walks out of the coatcheck room without her coat;
it's Lee's turn to disappear and check her things.  Now only
Hannah can be seen onscreen as the sisters talk.  In the
background, the waiter once again walks over to the bar.

                         HANNAH
                   (continuing)
            Oh, he's fine.  He's-he's, I guess
            he's fine.  I don't know.
                   (shaking her head,
                   her arms crossed)
            He's been kinda moody lately, the
            last few months.

                         LEE
                   (offscreen, overlapping)
            Really?

                         HANNAH
            Yeah.  I-I don't know what's wrong
            with him.  He's just...kind of
            distant and difficult.

                         LEE
                   (offscreen)
            Oh...

                         HANNAH
                   (overlapping, gesturing)
            I've been trying to talk to him
            about it.  He says everything's
            fine, but I don't know.
            Automatically, you know, I leap to
            the worst conclusions.

                         LEE
                   (offscreen)
            Like what?

As Hannah answers her sister, Holly can be seen entering the
restaurant and walking over to the coatcheck area, an unlit
cigarette in her mouth, her sunglasses still on her eyes.

                         HANNAH
                   (gesturing)
            I mean, I don't know, he's seeing
            someone else or something, but...

                         LEE
                   (walking back onscreen
                   without her coat, reacting)
            Oh, no!  I mean, everyone thinks
            things like that.

Hannah mumbles indistinctly as Holly walks over to her
sisters.

                         HANNAH
                   (turning, to Holly)
            Hey, hi!

                         HOLLY
                   (overlapping)
            Well, I just came from an audition...

                         LEE
                   (overlapping, leaning
                   against the coatcheck wall)
            Hi.

                         HOLLY
                   (continuing)
            ...which I did not get.

                         HANNAH
                   (reacting)
            Awwww...

                         HOLLY
                   (overlapping, sighing)
            So what's new?

She takes off her gloves and scarf, stuffing them in her bag)

                         HANNAH
                   (helping Holly with
                   her coat)
            Boy--

                         HOLLY
                   (interrupting)
            They said I was too offbeat looking,
            whatever the hell that means.

                         HANNAH
            Oh, what do they know?

Holly gives her coat to the coatcheck person.

                         HOLLY
                   (to the checker)
            Thanks.
                   (turning to her sisters)
            But guess who was there auditioning?

                         LEE
            April?

The hostess appears, peeking around the corner of the
coatcheck area.  She signals for the three sisters to follow
her.

                         HANNAH
                   (reacting to Holly's news)
            Oh, gosh.

                         HOLLY
            You got it.

Holly takes off her sunglasses; her cigarette still dangles
from her mouth.  Hannah murmurs her sympathy as the trio
follows the hostess into the dining room.

                         HOLLY
                   (gesturing)
            I was very polite.  I maintained my
            poise.
                   (taking out a match
                   for her cigarette)
            I said hello.

The sisters walk to their seats, at a round table in the
middle of the room; the hostess puts down their menus.

                         LEE
            Hmm.  I never trusted April, you
            know.  She has eyes in the back of
            her head.

They sit down.  The hostess leaves.  Other diners are seen
in the background; a waiter is taking the order of a couple
sitting on a banquette; other waiters clear off a table.
Diners walk in and out.  A low murmur of conversation, as
well as the faint clatter of dishes, is heard.  The camera
moves closer to the three sisters, circling the table as
Holly speaks.

                         HOLLY
            Yeah, well, she and an architect
            are now a very definite item, which
            I still cannot believe.

                         LEE
                   (overlapping)
            Hmm.

                         HANNAH
            Oh, God...

                         HOLLY
                   (nodding her head,
                   holding her cigarette)
            Yeah, although it's put an end to
            the Stanislavski Catering Company.
            Which is why I have to speak to you.
            And...
                   (gesturing to Hannah)
            you're gonna get impatient, but...I
            have to borrow some more money.
                   (putting her cigarette
                   in her mouth and
                   picking up the matches)


                         HANNAH
                   (shaking her head)
            Well, that...th-that's fine.

                         HOLLY
                   (gesturing, her
                   cigarette in one
                   hand, her matches in
                   the other)
            But what I decided to do is some
            writing.  Yeah, I think I've had it
            with acting.  You know, these
            meaningless auditions at cattle
            calls.  And I can't handle another
            rejection.
                   (emotionally)
            Now let's face it here.  I gotta,
            you know, latch on to something in
            my life.  You know--something with
            a future.  I'm not sixteen anymore.
                   (lighting her cigarette)
            It's just...crazy!
                   (puffing her cigarette)
            I've got...an idea for a story.
            More than one.  And I just need a
            few months, you know, or, uh, a
            year even.

As the camera slowly circles the table, Hannah is seen
listening to Holly, her hand on her mouth.

                         HOLLY
            I've picked up a lot about dramatic
            structure from doing my scenes in
            acting class.

Lee, her hand on her mouth, glances briefly at Hannah.  As
Hannah replies to Holly, the camera focuses on Lee's face.

She bites her nails; she looks down, involved in her own
thoughts.

                         HANNAH
                   (offscreen)
            Well, that-that's good.  It just,
            uh...it just seems to me that-that
            six months or a year, if-if you
            spent it more productively...

                         HOLLY
                   (offscreen, the
                   camera still focused
                   on Lee)
            Well-well, like what?

Lee looks up, her hand still on her mouth, watching Hannah,
as the camera slowly moves off her to show Hannah.

                         HANNAH
            Well, I don't know.  We'd uh, uh,
            um... Didn't Mom mention there was
            something...something at the Museum
            of Broadcasting?

                         HOLLY
                   (offscreen)
            Yeah, that's clerical.

                         HANNAH
            No.  She, didn't she say it was,
            um...she said it was in the
            publicity department.  That-that
            can lead to other things.

The camera is back on Lee.  She looks around tensely, barely
listening to the conversation.  She fidgets.  An empty table
sits in the background.

                         HOLLY
                   (offscreen)
            Boy, I knew you'd be discouraging.

                         HANNAH
                   (offscreen)
            I'm not!  I'm not!  I'm trying to
            be helpful.  A person doesn't just
            say one day, "Okay, now-now I'm
            finished as an actress.  Now I'm a
            writer."  I mean--

                         HOLLY
                   (offscreen, interrupting)
            Yeah, you mean not at my age.

                         LEE
                   (shaking her head,
                   unable to take much more)
            Oh, please!  We all came to have
            lunch, didn't we?

                         HOLLY
                   (reacting, now in view)
            Yeah, okay, right.  Forget it.
                   (puffing on her cigarette)
            What's to eat?

Holly abruptly picks up her menu.

                         LEE
                   (trying to alleviate
                   the tension)
            Boy...Holly...Holly.

                         HOLLY
                   (overlapping)
            I just want a salad.
                   (to Hannah)
            You really think I'm a loser, don't
            you?

                         HANNAH
                   (offscreen)
            What do--?  You're being ridiculous.

                         LEE
                   (overlapping, reacting)
            You are, Holly.  Stop it.

                         HOLLY
                   (to Hannah)
            You treat me like a loser.

                         HANNAH
                   (offscreen)
            How?

                         HOLLY
            You never have any faith in my
            plans.  You always undercut my
            enthusiasm.

She puffs intensely on her cigarette as the camera slowly
circles to Hannah's face.  She is equally intense, looking
at both sisters as she speaks.

                         HANNAH
            Not so!  No.  I think I've been
            very supportive.  I've...I try to
            give you honest, constructive advice.

                         HOLLY
                   (offscreen)
            Hmm!

                         HANNAH
                   (overlapping)
            I'm-I'm always happy to help you
            financially.  I think I've gone out
            of my way to-to introduce you to
            interesting single men.  There's
            nothing I would--

                         HOLLY
                   (offscreen, interrupting)
            Uh, losers!  All losers!

                         HANNAH
            You're too demanding.

                         HOLLY
                   (offscreen)
            You know, I could always tell what
            you thought of me by the type of
            men you fixed me up with!

The camera, slowly circling the table, is back on Lee's face.
While her sisters argue emotionally on her right and left,
she is looking down, biting her lip.  She is outwardly
still, but her face is registering her seething emotions.

                         HANNAH
                   (offscreen)
            You're crazy!  That's not true.

                         HOLLY
                   (offscreen)
            Hey, Hannah, I know I'm mediocre.

                         LEE
                   (interrupting angrily,
                   looking as if she's
                   about to cry)
            Oh, will you stop attacking Hannah?!

                         HANNAH
                   (offscreen, overlapping)
            Oh, now--
                   (stuttering)

                         LEE
                   (interrupting,
                   shaking her head)
            She's going through a really rough
            time right now.

                         HOLLY
                   (offscreen)
            Why are you so upset?

                         LEE
                   (sobbing and gesturing)
            You know, you've been picking on
            her ever since she came in here.
            Now just leave her alone for a
            while!  I'm just suffocating.
                   (sniffing back her tears)


                         HOLLY
                   (leaning over to Lee,
                   puzzled, reacting to
                   her sister's tears)
            What's the matter with you, Lee?
            Why are you so sensitive all of a
            sudden?

                         HANNAH
                   (offscreen)
            Look.
                   (onscreen, as the
                   camera circles around
                   the table)
            Listen.  Listen.
                   (tapping Holly on her
                   shoulder and gesturing)
            You want to write?  Write.

                         HOLLY
                   (offscreen,
                   overlapping to Lee)
            What's the matter?

                         HANNAH
                   (flinging her hands)
            Write!  Let's just not talk about
            it anymore.

                         HOLLY
                   (offscreen)
            Good.

                         HANNAH
                   (shaking her head)
            Take...take a year.  Take six
            months.  Whatever you want.  Who
            knows?  Maybe you'll, maybe you'll
            be sitting with a good play.

She opens her menu, then turns to Lee, reacting suddenly to
her sister, who is rubbing her forehead, looking terribly
upset.

                         HANNAH
                   (to Lee)
            What's the matter?  What's the
            matter with you?
                   (offscreen again as
                   the camera circles
                   back to Lee)
            You look pale.  You okay?

                         LEE
                   (overlapping, nodding
                   and stuttering)
            I'm-I'm okay.  Yeah, I-I-I, you
            know, I...I'm just, um, I got dizzy
            all of a sudden.  I'm-I'm...I have
            a headache.

                         HANNAH
                   (offscreen, overlapping)
            Yeah?

                         LEE
                   (still rubbing her
                   forehead, looking
                   down at the menu)
            I think we need to eat.

                                            CUT TO:

                     Summer in New York.

A piano plays "Bewitched" in the background as the film cuts
to a large tree, covered with bright white blossoms.  The
camera moves down the tree to reveal a well-kept, red-brick
brownstone on a pleasant, sunny New York City street.  A man
wearing a summer suit walks by as the film moves inside the
building, to Elliot's analyst's office.  The psychotherapist
sits in a comfortable armchair next to a curtained window.
In front of the window sits a table covered with artifacts
and a large lamp.  The analyst's fingers are touching, his
arms resting on the chair, as he listens to the offscreen
Elliot.

                         ELLIOT
                   (offscreen)
            I-I can't seem to take action.
            I'm-I'm like, uh, Hamlet unable to
            kill his uncle.

The music stops as the camera moves across the room to
reveal Elliot, sitting in a wooden chair.  He holds a long,
thin cigarette; he wears a gold Rolex watch.  He face is not
yet seen.

                         ELLIOT
                   (face offscreen)
            I want Lee, but I can't harm Hannah.
            And in no other area am I a
            procrastinator.

Elliot raises his cigarette to take a drag.  The camera
follows the cigarette up to his face.  Elliot looks
thoughtful as the movie cuts to:

EXT. COLUMBIA UNIVERSITY CAMPUS - DAY

Lee, wearing jeans and carrying an armful of books, is
running up a broad set of steps in the sunlight, greeting
other students as she passes.  Elliot continues to talk over
the scene...

                         ELLIOT (V.O.)
            Meanwhile...Lee has no direction.
            She's taking courses at
            Columbia...but just randomly.

...as Lee stops on a portico and turns to greet Doug, a
professor, who is running over to her, calling her name.
They mouth hello, smiling, and begin to walk off together.

                         ELLIOT (V.O.)
            I try not to call her, but then she
            calls me and then...I call and...we
            try to resist meeting, but...once
            in a while we meet.  Sometimes we
            argue because I can't break up my
            marriage.  Sometimes we wind up
            making love and...we both feel
            terrible.

The film cuts back to Elliot in his analyst's office.

                         ELLIOT
            But it's my fault.

Elliot takes a last drag on his cigarette.  The camera
follows his hand as he crushes it out in a nearby ashtray.

                         ELLIOT
                   (face offscreen)
            For all my education,
            accomplishments, and so-called
            wisdom...I can't fathom my own heart.

                                            CUT TO:

EXT. CENTRAL PARK - DAY

Hare Krishna music is heard over a sunlit view of the
Manhattan skyline and the green trees of Central Park.  The
camera moves down to reveal a large group of Hare Krishnas
dancing on the broad green lawn among other New Yorkers
enjoying the day.  The leader, holding some pamphlets,
stands by a chain-link fence, a few feet away from his
group, talking to someone on the other side.  It's Mickey,
as the camera soon shows, wearing a short-sleeved shirt, a
paper tucked under his arm.

                         KRISHNA LEADER
            What makes you interested in
            becoming a Hare Krishna?

                         MICKEY
                   (gesturing, walking onscreen)
            Well, I'm not saying that I want to
            join or anything, but...but I know
            you guys believe in reincarnation,
            you know, so it interests me.

                         KRISHNA LEADER
            Yeah, well, what's your religion?

                         MICKEY
                   (gesturing)
            Well, I was born Jewish, you know,
            but, uh, but last winter I tried to
            become a Catholic and...it didn't
            work for me.  I-I studied and I
            tried and I gave it everything,
            but, you know, Catholicism for me
            was die now, pay later, you know.
            And I just couldn't get with it.
            And I, and I wanted to, you know.
            I--

                         KRISHNA LEADER
                   (interrupting)
            You're afraid of dying?
                         MICKEY
                   (gesturing)
            Well...yeah, naturally.  Aren't you?
            I-- L-let me ask you, reincarnation,
            does that mean my soul would pass
            to another human being, or would I
            come back as a moose or an aardvark
            or something?

                         KRISHNA LEADER
                   (handing some Krishna
                   literature over the
                   fence to Mickey)
            Take our literature...

                         MICKEY
                   (nodding, taking the material)
            Uh-huh.

                         KRISHNA LEADER
            ...read it over, and think about it.

                         MICKEY
                   (looking down at the
                   material he's just received)
            Well, okay.  Thank you very much.

                         KRISHNA LEADER
            You're welcome.  Hare Krishna.

Mickey walks off, the Hare Krishnas still dancing and
singing on the other side of the fence.  He flips through
the literature as he walks, then looks straight ahead,
pondering.  His voice is heard over the screen.

                         MICKEY (V.O.)
            Who are you kidding?  You're gonna
            be a Krishna?  You're gonna shave
            your head and put on robes and
            dance around at airports?  You'll
            look like Jerry Lewis.  Oh, God,
            I'm so depressed.

Mickey puts his hand to his mouth as another title appears
on a black screen.

                        Autumn chill.

Bach's Concerto for Harpsichord is heard as the film cuts to
the waterfront at dusk.  A bench faces some wharf pilings;
the water gently laps against them as Lee walks into view,
the wind blowing her hair.  She stands and faces the water
and the distant skyline across the bay.  The view is
contemplative, beautiful in the dim light.

Lee is alone; her hands are in her pockets.  Lee, thinking,
is heard over the scene; the harpsichord music plays in the
background.

                         LEE (V.O.)
            The nights are really getting
            cooler.  Summer went so quickly.
            Soon it'll be fall.
                   (walking to the beach
                   and sitting down)
            My literature professor really
            likes me.  It was fun being out
            with him last night.
                   (staring pensively at
                   the water)
            Funny.  I feel like I'm betraying
            Elliot...but that's ridiculous.
            Why shouldn't I see Doug?  Elliot's
            not free.
                   (pausing)
            Just go one step at a time.  Let's
            see what the next few months bring.

The concerto stops and the movie cuts to Holly, leaning into
an open phone booth near a subway entrance.  She wears a
football jacket, jeans, and sneakers; she holds a manuscript
in her arms.  It's a busy corner.  People rush past Holly
towards the subway; others are walking up the station steps.
Holly smokes a cigarette as she talks on the phone to Hannah.

                         HOLLY
                   (into the telephone)
            Hannah?  Hi.  Listen, um, you'll be
            happy to know that your money has
            not gone completely to waste... No,
            I have an actual first rough draft
            of something I wrote... Yeah.  Yeah.
            Yeah, well, I showed it to Lee, and
            she gave me some good pointers.
            And, um, listen, I'm pretty near
            where you live.  I wonder if I
            could just drop it off...and, you
            know, when you have time, some
            time, read it, an-and we'll talk
            when I come over at Thanksgiving.
            Okay?  All right.  Okay.  Oh, wait,
            wait.
                   (turning her body,
                   still on the phone)
            Listen.  Listen.  I think Lee met
            an interesting guy at Columbia...
            Yeah.  Yeah, well, he sounds really
            nice...
                   (puffing on her cigarette)
            Yeah.  Okay.  All right.  Well,
            we'll talk at Thanksgiving.  Bye-bye.

Holly hangs up the phone and takes a drag on her cigarette.
She looks off in the distance, smiling, as the film cuts to:

INT. HANNAH'S APARTMENT - THANKSGIVING - NIGHT

It's Thanksgiving at Hannah's once again.  Guests are
crowded together in the living room, surrounding the piano,
where Evan is sitting and flipping through some sheet music.
Norma stands behind him, leaning against a book-laden wall.
The guests are chattering, enjoying themselves; a lamp glows
on the corner of the piano.  A little boy sitting in a chair
next to Evan is talking animatedly with a girl who is
leaning over the arm of the sofa.  An adult guest talks to
the little boy; another guest takes a sip of wine from a
glass she'd placed on the bookshelf behind her as Evan turns
and addresses the group.

                         EVAN
                   (gesturing)
            Now, here...here's a song that
            Norma sang on that trip we made up
            to the show in Buffalo.  And, oh,
            was she beautiful that night!

The guests laugh appreciatively.  A woman comes over to Evan
and hands him some wine.

                         NORMA
            Come on.
                   (laughing and touching
                   Evan's shoulder)


                         EVAN
                   (overlapping, to the woman)
            Thank you, honey.
                   (putting his drink
                   down on the piano)
            Oh, yes, you were, dear.  Don't you
            remember that night?
                   (gesturing and
                   pushing back some
                   sheet music that was
                   starting to fall)
            She was so beautiful...she was so
            beautiful that when men saw her
            walking along the streets, they'd
            drive their cars right up on the
            sidewalk.

He laughs; the guests laugh with him.

                         EVAN
                   (looking back at Norma)
            Isn't that right, honey, eh?

                         NORMA
                   (tapping his shoulder)
            A slight exaggeration.

The guest continue to laugh; they are charmed.

                         EVAN
                   (overlapping Norma, laughing)
            I know.

                         NORMA
                   (gesturing)
            But only slight.

Evan continues to laugh with everyone as he starts to play
the piano.  A nearby woman toasts him with her drink.  The
camera moves around the room as he plays, showing the
various guests, chattering over the music.  Some are in
clusters, in private conversations; others listen and watch
the offscreen Evan.  A couple stands by the window; one man
gets up from his chair and walks away.  Some guests sip
their drinks, smiling, as the camera moves back to the piano
and the book-laden wall.  Evan is playing the piano with
exuberance.  Norma, still standing behind him, has a
poignant, wistful expression on her face.  She mouths the
words to the song Evan is playing, "It Could Happen to You."
The woman next to her smiles, enjoying the music, as the
camera continues its exploration, moving to a man standing
in the doorway with a group of children.  Mavis the maid
walks by with a tray of hors d'oeuvres.  The man takes one,
mouthing his thanks, as the camera travels past the open
bookshelf, past two boys in suits who are drinking soda and
munching, to reveal Lee.  She is leaning against another
doorway, a faraway look on her face as she listens to the
music.  Mavis passes in the hall beyond the doorway.  Several
people, deep in conversation, stand nearby as Elliot,
holding a drink, walks up behind her.

                         ELLIOT
                   (sipping his drink)
            You've been very cold to me tonight.

                         LEE
                   (glancing back at
                   Elliot, then turning away)
            No.

                         ELLIOT
            Is something wrong?

                         LEE
                   (turning)
            Oh, not here.
                   (touching Elliot's arm)
            There are too many people around.

Lee slips past Elliot and walks away.  Elliot looks back at
her briefly, then, sipping his drink, he turns and looks
offscreen at the crowd in the living room.

                                            CUT TO:

INT. HANNAH'S KITCHEN - NIGHT

Holly is standing in the pantry, preparing some offscreen
food.  Near her is a restaurantlike swinging door with a
glass porthole.  In the foreground, the kitchen table is
crowded with bowls and plates of food.  An open cupboard
separates Holly from the rest of the room.

                         HOLLY
                   (looking offscreen)
            Hey, Hannah?  You know, I think Lee
            is really serious about her new
            boyfriend.  Yeah, eh, from what I
            understand he sounds really nice.

Hannah walks into view, headed for the refrigerator.  She
carries two tomatoes.

                         HOLLY
            I'm so happy for her.  I think
            she's in love.

Hannah opens the refrigerator, totally ignoring Holly.

                         HOLLY
                   (reacting)
            Hey, what's the matter?

                         HANNAH
                   (taking a bunch of
                   celery out and
                   slamming the
                   refrigerator door)
            I'm real upset about what you wrote.

Hannah walks over to the table, gathering up more food.

                         HOLLY
            My script?

                         HANNAH
            It's obviously based on Elliot and
            me.

                         HOLLY
            Oh, so loosely.

                         HANNAH
                   (angrily)
            No, not "Oh, so loosely"!  Real
            specifically!  Is that how you see
            us?

                         HOLLY
                   (shrugging, walking
                   out of the pantry area)
            Well--

                         HANNAH
                   (interrupting)
            Can I, can I not accept gestures
            and feelings from people?  Do I, do
            I put people off?

Holly walks over to the sink and washes her hands.

                         HOLLY
                   (reacting)
            Well, it's a made-up story.

She dries her hands as Hannah, her arms laden with
vegetables, strides over to her sister.

                         HANNAH
                   (yelling)
            No, it's real exact!  The-the
            situations, the dialogue, everything.
            It's-it's full of intimate details
            between Elliot and me!
            Which I don't, I don't see how you
            could even possibly know about.  A
            conversation we once had about
            adoption?

Hannah storms out a nearby door as Holly turns away from the
sink.

                         HOLLY
                   (gesturing, the towel
                   still in her hand, as
                   she speaks to her
                   offscreen sister)
            Well, Lee mentioned that to me, so
            obviously you discussed it with her.
            You...
                   (pacing around the table)
            I just took the essence and I blew
            it up into drama.

Holly wipes her hand on the towel as Hannah reenters the
kitchen, carrying even more vegetables.

                         HANNAH
            I don't see how Lee could know
            about these things.  I don't!  I
            don't tell her everything.

Hannah strides into the pantry area and flops the vegetables
down on the counter.  Holly puts the dishtowel down and
absently straightens some things on the food-laden table.

                         HOLLY
                   (reacting)
            Wow, I guess I hit a nerve.

                         HANNAH
                   (turning to look at Holly)
            You make it sound like, you know, I
            have no needs or something.  You
            think I'm too self-sufficient?

                         HOLLY
                   (stopping her mindless
                   straightening at the
                   table, reacting)
            Now, Hannah, that's not what I
            meant, you know.
                   (walking offscreen to
                   the sink area)
            Uh, yeah, everybody relies on you
            for so much. "You're so giving.
            It's not a criticism.  We love you.
            We're grateful."

                         HANNAH
                   (walking out of the
                   pantry to the food-
                   laden table)
            You're grateful, but you resent me.

                         HOLLY
                   (offscreen)
            Oh, wow!  I don't want to have this
            conversation.  I didn't do anything
            wrong.

Hannah angrily gathers up some spices from the table; Holly
walks back onscreen holding a silver ice bucket.  She stops
at the corner of the table and faces Hannah.

                         HOLLY
                   (onscreen)
            Y-you mentioned to me yourself that
            you and Elliot were having some
            problems.

                         HANNAH
                   (gesturing)
            Yeah, we're having some problems,
            but problems that are my
            business...which I don't see how
            you could know about in such detail.
            How does Lee know about these
            things?  How?  They're private!

Hannah picks up a large bowl and carries it, as well as her
armload of spices, into the pantry area.

                         HOLLY
                   (turning to look at
                   her sister as she
                   walks past)
            Well, why don't you share them with
            us?

                         HANNAH
                   (with her back to the camera)
            I don't...I don't want to bother
            everyone.

                         HOLLY
                   (facing her sister's back)
            That's the point.  I'd like to be
            bothered.

                         HANNAH
                   (turning to look at Holly)
            I don't see how you could know
            about these things unless Elliot's
            been talking to you.

                         HOLLY
                   (shaking her head)
            No, he hasn't.  If I offended you,
            I'm sorry.

Hannah, reacting, puts the spices down on the pantry counter.
Holly turns away.

The film cuts to the dining room doorway.  Guests can be
seen mingling and talking and helping themselves at a buffet
table in the living room.  Lee and Elliot can be heard
offscreen as the camera slowly moves from the doorway across
the empty dining room to reveal them in the midst of an
intense conversation.  The piano, as well as soft chatter,
is heard in the background.

                         LEE
                   (offscreen)
            It's over, Elliot.  I don't know
            how to make it any clearer.  It's
            over.  I can't see you anymore.

                         ELLIOT
                   (offscreen, overlapping)
            Uh...
                   (onscreen, gesturing)
            I-I-I know.  I deserve this.

                         LEE
                   (touching her chest)
            Look, I'm just as much at fault.

                         ELLIOT
                   (overlapping, gesturing)
            If-if-if you can believe I have
            such feelings for you!

                         LEE
            I've got to be honest with you.  I
            met someone else.  I've met someone
            else.
                   (turning and walking
                   away from Elliot)
            I...I told you I wasn't going to
            wait forever.

Lee goes over to an open door and closes it quickly.

                         ELLIOT
                   (offscreen)
            But it hasn't been forever.
                   (walking over to Lee
                   at the just-closed door)

                         LEE
                   (gesturing)
            It's been nearly a year since our
            first time and you're still married
            to my sister, which...I now realize
            is fine because you're probably
            much more in love with her than you
            know.

                         ELLIOT
                   (shaking his head)
            Yeah, but we-we made so many plans.

                         LEE
                   (overlapping, gesturing)
            Yeah.  Uh, well, sure we did.  An-
            an-and in a way you led me on,
            because I truly believed you were
            unhappy with Hannah.  Otherwise, I
            would never have let myself be
            drawn in.  I was very weak.  So
            were you.  Now I've met someone else.

The door opens and Mavis appears, holding a set of
candlesticks.  She walks over to the dining room table,
which is already decked out with a floral centerpiece,
glassware, and china.  She puts them down as Lee and Elliot
stand awkwardly near the door, waiting for her to leave.

                         LEE
                   (to Mavis)
            Dinner soon?

                         MAVIS
            About fifteen minutes.

                         LEE
                   (nodding)
            Uh-huh.  Good.

Mavis leaves.  Both Lee and Elliot quickly close the door
behind her and immediately pick up where they'd left off.

                         ELLIOT
            And you're in love overnight?

                         LEE
            I care a great deal about him, yes.

                         ELLIOT
                   (trying to put his
                   arm around Lee)
            Lee...

                         LEE
                   (pulling back,
                   flinging her hands)
            Ah, it's over!  Elliot, I mean it.
            It's over!

They look at each other, reacting, as the film cuts back to
Hannah's kitchen.  Norma's face can be seen in the porthole
window on the other side of the pantry's swinging door.  She
looks around the kitchen, then opens the door and steps
inside.  Holly stands nearby, working in the pantry area.

                         NORMA
                   (holding the door,
                   half in and half out
                   of the kitchen)
            Sweetheart, I loved your script.  I
            thought it was so clever.

                         HOLLY
                   (turning to Norma,
                   smiling, and holding
                   a glass of wine)
            Well, you're my mother.  Not
            everybody's gonna be such a sucker.

                         NORMA
                   (gesturing)
            I particularly liked the character
            of the mother.  Just a boozy old
            flirt with a filthy mouth.

Holly chuckles.

                         NORMA
            I'm so proud!

                         HOLLY
            Oh, Mom, thanks.

Norma steps back out of the kitchen, the door swinging shut
behind her.  Holly looks at the door, sipping her wine, as
the movie cuts back to Hannah's living room.  A chubby,
friendly uncle sits on a sofa, one child on his lap and
several others gathered cross-legged around him on the floor.

They lean on the coffee table, which is covered with glasses
and a bowl of chips.  Other guests mingle in the background;
one couple enters the living room, smiling at the scene on
the sofa.  Mavis crosses the well-lit foyer in the background
and opens the door to more guests.  The piano plays on.

                         UNCLE
                   (raising his bottle
                   of beer to the children)
            Now here's a toast to Thanksgiving,
            all right?

The children mutter their enthusiastic agreement, picking up
their "illicit" glasses of beer.

                         UNCLE
            Are we supposed to have beer?
            Yeeeah!

The uncle pours more beer from his bottle into the kids'
outstretched glasses.  They cry indistinctly with excitement.

                         UNCLE
                   (overlapping the
                   children's squeals of delight)
            Let me at it!
                   (to one of the little boys)
            How's that, Fletcher?

Laughing, he turns to the little girl sitting on his lap; he
clinks his bottle against the bottle she is holding, which
is almost as big as she is.

                         UNCLE
                   (to the little girl)
            Doll?  To Thanksgiving.  Here's a
            little toast, doll.
                   (clinking glasses)
            Come on.  Bottoms up.

The uncle and the children happily drink their beer as the
movie cuts to a wall with subtly patterned wallpaper in
Hannah's bedroom.  Her face moves on to the screen.

                         HANNAH
                   (to the offscreen Elliot)
            Have you been talking to Holly or
            Lee about us?  About our-our
            personal life?

                         ELLIOT
                   (offscreen)
            Me?  Of course not.
                         HANNAH
            There's things Holly wrote about in
            her script about us that are
            so...personal they could only have
            come from you.

                         ELLIOT
                   (offscreen)
            Look, I've got a splitting headache
            and I don't like being accused.

Hannah walks towards Elliot; he's in the bathroom standing
over the sink.

                         HANNAH
                   (gesturing)
            I'm not accusing.  I'm asking.  Do
            you...do you find me too...too
            giving?
                   (closing the door of
                   the bathroom slightly
                   so only she is seen
                   on the screen)
            Too-too-too competent?  Too-too, I
            don't know, disgustingly perfect or
            something?

                         ELLIOT
            No.

Elliot walks from behind the partially closed door to an
offscreen medicine cabinet.

                         HANNAH
                   (following Elliot and
                   gesturing, talking to
                   his back)
            Well, what is it then?  What?  Eh,
            what's come between us?  How have I
            alienated you?

                         ELLIOT
                   (taking a bottle of
                   aspirin from the
                   cabinet and walking
                   back to the sink, gesturing)
            Hannah, my head is throbbing.
                         HANNAH
                   (gesturing)
            You never want to talk about it.
            I-- Every time I bring it up, you-
            you change the subject.  What is it?
            Do you-- We're communicating less
            and less.  You sleep with me less
            and less.

                         ELLIOT
                   (angrily turning to
                   Hannah and pointing
                   as she shouts)
            Hannah, I am very mixed up!  Now
            please!

Elliot turns back to the sink, once again obscured by the
partially closed door.

                         HANNAH
                   (reacting, her voice
                   trembling slightly,
                   and gesturing)
            Do you talk to Holly or Lee behind
            my back?  Do you?  You must.  They-
            they seem to know so much about us.

                         ELLIOT
                   (walking towards a
                   towel rack and gesturing)
            Well, maybe I've asked advice once
            or twice or-or made a joke.

He dries his hands as Hannah, standing behind him, continues
to talk.

                         HANNAH
                   (gesturing)
            Well, what do you do?  Do-do-do you
            talk to Holly, or Lee, or what?  Do
            you, do you, do you phone them?

                         ELLIOT
                   (whirling around to
                   face Hannah, snapping)
            Leave me alone, can you?!

He closes the door, briefly obscuring Hannah and himself
from view.

                         ELLIOT
                   (continuing in a
                   lower tone)
            Jesus, I've told you.  I need
            someone I can matter to.

The camera moves behind the closed door, into the bathroom.

                         HANNAH
                   (reacting, near tears)
            You matter to me.  Completely.

                         ELLIOT
                   (pausing, his voice
                   rising again)
            It's hard to be around someone who
            gives so much and-and needs so
            little in return!

He opens the medicine cabinet and puts the aspirin bottle
back.

                         HANNAH
                   (gesturing, pleading)
            But, look...I-I have enormous needs.

Elliot slams the medicine cabinet shut.

                         ELLIOT
                   (shouting)
            Well, I can't see them, and neither
            can Lee or Holly!

He leaves.  Hannah watches him go, reacting.  She is stunned.

                                            CUT TO:

INT. HANNAH'S LIVING ROOM - ANOTHER NIGHT

The dark hallway is illuminated by light coming from the
offscreen foyer; pictures line the wall.  Piano music is
still heard very softly in the background as Hannah, hugging
herself, walks slowly down the hallway into the living room.
She briefly looks around, lost in thought.  She sits down
heavily, tiredly, on the arm of the couch as the movie cuts
to several framed photographs on the mantel.  One shows
Hannah and Elliot on their wedding day.  Another shows
Elliot, obscured in the shadows.  Yet another has captured
Norma as a young girl.  The camera, however, moves closer
and closer to a photograph showing Hannah, Lee, and Holly,
the three sisters, smiling into the camera.  There is no
sound.

                                            CUT TO:

INT. HANNAH'S BEDROOM - NIGHT

The film shows the bedroom night table, holding a small
lamp, a wooden box, a cast-iron fire truck, an ashtray, and
glasses.  Elliot's pajama-clad arm moves into view.  He
turns off the lamp; the room is now pitch-black.

                         HANNAH
                   (offscreen)
            It's so pitch-black tonight.  I
            feel lost.

                         ELLIOT
                   (offscreen)
            You're not lost.

Elliot turns the lamp back on, then turns to Hannah; she is
lying on her side of the bed, partially in shadow.  He leans
over and kisses her.

                         ELLIOT
            I love you so much.

They begin to kiss passionately as "Bewitched" starts to
play in the background.

                                            CUT TO:

                    Lucky I ran into you.

"Bewitched" continues as the film cuts to a busy nighttime
New York City street.  Mickey, his hands in his pockets,
walks along the sidewalk, one person among many other
pedestrians.  He pulls his coat tighter around him as he
walks. "Bewitched" continues to play as he passes Tower
Records' neon-lit window.  He glances inside...and sees
Holly, her jacket flung over her shoulders, looking at some
records.

Mickey walks through the revolving doors of Tower Records,
up a few stairs to the selling floor proper, and stops right
in front of Holly.

                         MICKEY
                   (gesturing)
            Mmm, I don't know if you remember
            me, but we had the worst night of
            my life together.

                         HOLLY
                   (laughing, holding
                   some records)
            I remember you.

                         MICKEY
                   (overlapping)
            Yes, you do recall, right?

                         HOLLY
                   (overlapping, smiling
                   and nodding)
            I recall you.

                         MICKEY
                   (gesturing)
            I was walking past and I saw you in
            here...

                         HOLLY
                   (overlapping, nodding)
            Yeah.

                         MICKEY
            ...and I thought I'd come in
            and...and we could replay, uh, the
            whole, uh...

                         HOLLY
                   (interrupting,
                   laughing and shaking
                   her head)
            We didn't hit it off.

                         MICKEY
                   (overlapping, smiling)
            Oh, that's putting it mildly.  We
            did everything but exchange gunshots.

                         HOLLY
            How are you?

                         MICKEY
            Good.  How are you?

                         HOLLY
            I'm fine.

                         MICKEY
                   (overlapping)
            You look wonderful.

                         HOLLY
                   (chuckling, shaking
                   her head)
            Oh, no.

                         MICKEY
                   (overlapping,
                   scratching his head)
            Yeah, really.  You do.  You do.

                         HOLLY
            Yeah?

                         MICKEY
            It was a terrible evening.

                         HOLLY
            Yeah, it was.

                         MICKEY
                   (overlapping, gesturing)
            Remember slamming the cab door in
            my face and..
                   (touching his nose as
                   Holly laughs)
            you know, it came very dangerously
            close to emasculating my nose in
            a...
                   (touching his nose again)


                         HOLLY
                   (overlapping, laughing)
            I'd never do that.

                         MICKEY
                   (continuing)
            ...in a really horrible way.

                         HOLLY
                   (smiling, glancing
                   away for a moment)
            Oh, well, that was a long time ago.

                         MICKEY
                   (overlapping)
            You look wonderful.  You do.  What
            happened to you?

                         HOLLY
                   (shrugging)
            People change...you know.

                         MICKEY
                   (touching Holly's shoulder)
            Well, I hope you've changed.

                         HOLLY
            Yeah, I hope you have, too.
                         MICKEY
                   (overlapping)
            I hope so for your sake, because,
            uh, your personality left something
            to be desired...

                         HOLLY
                   (overlapping, shaking
                   her head)
            Yeah, and for yours.  I'm sure
            you've changed.

                         MICKEY
                   (continuing)
            ...namely a personality.

Holly chuckles and turns to look at more records.  She walks
down the aisle, occasionally glancing at the bins of records.
Mickey walks beside her.

                         MICKEY
            So how are you?

                         HOLLY
                   (smiling)
            I'm okay.

                         MICKEY
            You didn't answer my question.
            What are you doing?

                         HOLLY
            Oh, nothing much.  You know...

                         MICKEY
                   (interrupting)
            Well...

                         HOLLY
                   (overlapping)
            ...just some stuff.  A little of
            this, a little of that, that's all.

                         MICKEY
                   (overlapping)
            Yeah?  Is that an embarrassing
            question?  Should I have not asked
            it?

                         HOLLY
                   (laughing)
            Probably not.

                         MICKEY
            Are you, are you out of work or
            something?

                         HOLLY
            No, well...I've been trying to write.

                         MICKEY
            Have you?

                         HOLLY
                   (picking up a record
                   and looking at it)
            Yeah.

                         MICKEY
            Well, that's interesting.  Wh-what
            kind of stuff?

                         HOLLY
                   (touching her chin
                   for a moment)
            Oh...well, you-you're not interested
            in this.

                         MICKEY
                   (overlapping)
            No, you can tell me.

                         HOLLY
            Come on.

                         MICKEY
            No, I am.  I am.

                         HOLLY
                   (overlapping)
            Oh, no, millions of people come up
            to you and say, "Hey, I have
            something I just wrote," right?

                         MICKEY
            Nobody ever said it.

                         HOLLY
            Really?

                         MICKEY
                   (overlapping)
            This is it.  Yeah.  This is really--
                         HOLLY
                   (interrupting,
                   turning from the
                   record bins to look
                   at Mickey)
            Well, wo-would you be willing to-to
            read it?  Something...that I wrote?

                         MICKEY
                   (nodding his head)
            Well, yes, I would if, uh, if it
            would mean anything to you.  I
            don't know why it would.

                         HOLLY
                   (laughing, touching
                   her face)
            No, the reason I ask is--

                         MICKEY
                   (overlapping)
            You've always hated my taste in the
            past.

                         HOLLY
                   (pulling her jacket
                   off her shoulders)
            No, I haven't.

                         MICKEY
            You have.

                         HOLLY
                   (gesturing, looking
                   at Mickey)
            I haven't.  No, the reason why I
            ask is I think it might make a
            great, uh, television script, and,
            you know, you're so active in
            television, so--

                         MICKEY
                   (chuckling, gesturing)
            I'm not anymore.  I haven't, I
            haven't been in television for a
            year.

                         HOLLY
            You're kidding me.

                         MICKEY
                   (overlapping)
            I've done no television whatsoever.
            No.

As Mickey continues to speak, Holly walks to another bin of
records, reacting to his words.  She looks offscreen at him,
then down at some records.  The camera follows her.

                         MICKEY
                   (offscreen, continuing)
            I may, I may have to get back into
            it, 'cause my accountant says that
            I'm running out of dollars.
            But...but, um, no, I haven't, I
            just sort of dropped out for a
            year...

                         HOLLY
                   (overlapping, nodding)
            Oh.  Oh.

                         MICKEY
                   (offscreen, overlapping)
            ...which is a long, dull story and
            I won't get into it.  But--

Mickey walks back onscreen to Holly.  The two of them are
partially obscured by a large white Jazz sign imprinted with
a large red circle as they continue their conversation.

                         HOLLY
                   (interrupting)
            You're okay, though, huh?

                         MICKEY
            I'm-- Yes.  Yes, I'm fine.  I'm
            fine.  How are you?

                         HOLLY
                   (face offscreen,
                   obscured by the sign)
            Oh, I'm fine.

                         MICKEY
            What...what about your script?
                   (face offscreen
                   obscured by the sign)
            So what's it about?

                         HOLLY
                   (face offscreen)
            Well, I'd love it if you'd read it,
            actually, 'cause I really would
            value your opinion.

                         MICKEY
                   (face offscreen)
            You have to remember, we-we-we
            didn't agree on one thing.

They emerge from behind the Jazz sign, still walking, still
talking.

                         HOLLY
                   (smiling, gesturing)
            But you have to remember while
            you're reading and you're cursing
            my name, you know, that this is my
            first script.  Well, it's not my
            first script.

                         MICKEY
            Hmm.

                         HOLLY
                   (touching her face)
            Actually, my first script was about
            Hannah and her husband, but, uh...

                         MICKEY
            Yeah.

                         HOLLY
            ...Hannah read it, she got really
            angry, and... you know, then I felt
            badly, so I--

She picks up a record.

                         MICKEY
                   (overlapping)
            Oh, well, God, I can imagine what
            you wrote.

                         HOLLY
            Oh, no!  It wasn't anything bad.
            But she just... you know.  I don't
            know.

Mickey pulls out a record and looks at it.

                         MICKEY
            Really?

                         HOLLY
            So, uh...I threw it out, but I have
            this other one.

Holly looks hopefully at Mickey.
                         MICKEY
            Well, you know, I-I-I...you know,
            if you want me to, I'll read it.

                         HOLLY
                   (overlapping, gesturing)
            Oh, gosh, I don't know.
                   (pausing)
            Well, could I come over tomorrow
            and read it to you?

                         MICKEY
                   (chuckling)
            Come over tomorrow and read it to me?

Holly laughs, embarrassed, as Mickey puts the record he's
been looking at back in the bin.

                         MICKEY
            You must be joking.  I've been
            doing all my own reading since I
            was forty...you know.

                         HOLLY
                   (laughing, looking at Mickey)
            Hmm.  I think it's lucky I ran into
            you.
                   (laughing)
            Maybe.

                         MICKEY
                   (laughing)
            Well, what about me?

                         HOLLY
                   (chuckling, waving
                   her arm)
            Oh, well.

                         MICKEY
                   (overlapping, gesturing)
            I should have kept going.  I-I have
            a sneaking feeling, a nagging
            sensation I should've kept walking
            and...

Holly chuckles, looking off for a moment.

                         MICKEY
                   (continuing, looking
                   at Holly)
            ...and not begun this conversation.

There is a brief pause and the movie cuts to:

INT. MICKEY'S APARTMENT - DAY

The screen shows a chaise in Mickey's apartment; an ashtray
on a stand sits nearby.  The camera moves down the chaise,
past several piles of books, to Mickey's coffee table.  He
sits, picking at his fingers and listening, on the edge of
the table in front of Holly, who is sitting cross-legged on
the floor, propped up with a pillow, reading her script aloud.

                         HOLLY
                   (offscreen, as the
                   camera moves across
                   the room towards her
                   and Mickey, reading)
            "We all go through life playing the
            hand we're dealt.  Craig: And what
            hand were you dealt?
                   (onscreen now)
            "Emily: I'm two high pair, maybe
            even aces up.  The problem is,
            you've got three deuces."

Holly closes the script and looks up at Mickey.

                         HOLLY
            That's the end.

Mickey smiles and shrugs, not knowing what to say.

                         HOLLY
            No, you can tell me straight.  It's
            okay.  Just, you know, tell me what
            you think.

                         MICKEY
                   (shaking his head, shrugging)
            It's great.  I swea-- I'm-- I'm,
            tch, I'm speechless.  I was...I was
            not in the mood to listen to this
            thing now.
                   (sighing)
            I don't know what to say.  I'm
            moved and I laughed and I-- Uh, I,
            you know, I was on the edge of my
            seat.  I just think it's wonderful!
            I'm, I'm totally...stunned.  This
            is not an insult.  I'm amazed that
            you can...
                   (sighing)
            It was-- I just thought it was great.

                         HOLLY
                   (reacting)
            Really?

                         MICKEY
                   (grunting and gesturing)
            Yes!  I was abso-- And...w-
            what...made you think of that
            climax scene where the, where the...
            architect is walking home with his
            actress girlfriend and-and the ex-
            wife who's schizophrenic jumps out
            of the bushes and stabs him to death?

                         HOLLY
                   (laughing and nodding)
            Oh, it just came to me one day.

                         MICKEY
                   (gesturing)
            Well, it was just fabulous!  I'm,
            I, you know...

                         HOLLY
                   (gasping, hitting her
                   forehead with her hand)
            Oh, gosh, you really think I can
            write?

                         MICKEY
                   (gesturing)
            I thought it was wonder-- There's
            maybe one or two things in there
            that I would do differently myself,
            but...

                         HOLLY
                   (gasping and nodding)
            Right.

                         MICKEY
                   (continuing)
            ...but who cares?  It was just--
                   (gesturing)
            It was fabulous.

                         HOLLY
                   (chuckling)
            Oh!

                         MICKEY
                   (smiling and shaking
                   his head)
            Fabulous, I mean it!  I'm so
            impressed.

Holly, thrilled with Mickey's overwhelming response, stands
up, her hand on her head.

Unable to contain herself, she begins to walk up and down
the room, holding her script.  The camera follows her;
Mickey is now offscreen.

                         HOLLY
                   (laughing)
            Oh, God!

                         MICKEY
                   (offscreen, overlapping)
            I am.  You-you made my day.

                         HOLLY
                   (gasping)
            Oh, wow!

                         MICKEY
                   (offscreen)
            It was just great.  Uh, I was all
            set...I was set to be bored stiff.

                         HOLLY
                   (grinning, looking at
                   the offscreen Mickey)
            Uh, gee.  Would you like to have
            lunch?  Uh, uh...

                         MICKEY
                   (offscreen)
            I-I would love to talk to you
            about, uh, that script.  I-I, you
            know, I think maybe that we could
            do something with it.

                         HOLLY
                   (nodding)
            Okay, and listen, I would like to
            hear what made you suddenly decide
            to drop out of life.

                         MICKEY
                   (offscreen)
            Oh, who cares?

                         HOLLY
                   (gesturing)
            Y-you used to-- Oh, no!  Yeah, I
            care.  You used to be so ambitious
            and...
                   (pausing, grinning)
            God, you really liked it?!

"You Made Me Love You" starts to play as the movie cuts to
the street outside Mickey's apartment house, an old building
complete with a red entrance door and a gray, weather-beaten
façade.  Trees line the sidewalk.  Holly and Mickey emerge
from the door and walk up the street, revealing a whole row
of similar apartment buildings.  They pass a few other
people as they walk.

The film then moves to the outside of a charming glass and
stainedwood café.  Through the window, Holly and Mickey can
be seen having lunch.  Holly is talking animatedly; Mickey
takes a sip of coffee.  Some people pass by.

Next, the film cuts to an almost isolated path in Central
Park, complete, with old-fashioned streetlamps and scattered
leaves.  Holly and Mickey stroll into view, deep in
conversation.

                         HOLLY
                   (gesturing)
            Gosh, you really went through a
            crisis, you know that?  H-how did
            you get over it?  I mean, when I
            ran into you, you seemed, you
            seemed just perfectly fine.  Well,
            you seem fine now.

                         MICKEY
            Well...
                   (chuckling)
            I'll tell you.
                   (sighing)
            One day about a month ago...

The film abruptly cuts to Mickey's flashback, a visual
counterpoint to the story he is telling Holly.  A close-up
of a nervous, perspiring, and panting Mickey alone in his
apartment appears on the screen as his voice is heard.

                         MICKEY (V.O.)
            ...I really hit bottom.  You know,
            I just felt that in a Godless
            universe, I didn't want to go on
            living.  Now I happen to own this
            rifle...
                   (coughing)


Mickey raises the barrel of a rifle to his forehead.  He
shuts his eyes tightly.

                         MICKEY (V.O.)
            ...which I loaded, believe it or
            not, and pressed it to my forehead.
            And I remember thinking, at the
            time, I'm gonna kill myself.  Then
            I thought...what if I'm wrong?
            What if there is a God?  I mean,
            after all, nobody really knows that.

The camera moves past the desperate Mickey to a mirror on
the wall behind him.  Its reflection shows his spiral
staircase and some standing lamps.  A clock faintly ticks.

                         MICKEY (V.O.)
            But then I thought, no.  You know,
            maybe is not good enough.  I want
            certainty or nothing.  And I
            remember very clearly the clock was
            ticking, and I was sitting there
            frozen, with the gun to my head,
            debating whether to shoot.

The gun goes off with a loud bang.  The mirror shatters.

                         MICKEY (V.O.)
            All of a sudden, the gun went off.

Mickey, holding the rifle, is seen running over to the
shattered mirror.  The sounds of his excited neighbors,
their shouting, a knocking door, are heard as he continues
his tale.

                         MICKEY (V.O.)
            I had been so tense, my finger had
            squeezed the trigger inadvertently...

                         NEIGHBOR #1
                   (offscreen, overlapping)
            What's happening?  Wh-wh-what's
            going on?

                         MICKEY (V.O.)
                   (continuing)
            ...but I was perspiring so much,
            the gun had slid off my forehead
            and missed me.

                         NEIGHBOR #2
                   (offscreen, overlapping)
            I don't know.  I heard a gun.  Is
            everything all right?

Mickey, still brandishing the rifle, runs into his sunlit
living room.  He looks around frantically, his shirt loose.

Finally, he throws the rifle down between the sofa and the
coffee table.  The gun goes off a second time.  Mickey,
standing nearby, jumps, his hands flying to his head.  The
doorbell rings; the neighbors begin pounding at the door.

                         MICKEY (V.O.)
            And suddenly, neighbors were, were,
            pounding on the door, and-and I
            don't know, the whole scene was
            just pandemonium.  And, uh, you
            know, and I-I-I-I-I ran to the door.

Mickey runs offscreen briefly to answer the door.

                         MICKEY (V.O.)
            I-I-I-I didn't know what to say.
            You know, I was, I was embarrassed
            and confused, and my-my-my mind was
            r-r-racing a mile a minute...

He returns onscreen, panting; he looks frantically once
again around the living room.

                         MICKEY (V.O.)
            ...and I-I jus knew one thing.

The film cuts to a West Side street.  It's an overcast day.
Mickey, walking slowly along the sidewalk, passes several
other pedestrians and numerous storefronts, including
Klein's Pharmacy and a "Bar-B-Q" take out.  Occasionally, he
is obscured by a tree trunk on the opposite side of the
street; a few taxis go by as he talks over the scene.

                         MICKEY (V.O.)
            I...I-I-I-I had to get out of that
            house.  I had to just get out in
            the fresh air and-and clear my head.
            And I remember very clearly.  I
            walked the streets.  I walked and I
            walked.  I-I didn't know what was
            going through my mind.  It all
            seemed so violent and un-unreal to
            me.  And I wandered...

The movie cuts to the exterior of the Metro movie theater,
with its smoked glass entrance doors and its Art Deco feel.
An old publicity photo hangs inside.  Mickey's reflection is
seen at the almost-transparent doors, as well as the
reflection of the street and various cars whizzing by.  His
reflection walks towards the theater entrance; he continues
his story.

                         MICKEY (V.O.)
            ...for a long time on the Upper
            West Side, you know, an-and it must
            have been hours!  You know, my, my
            feet hurt.  My head was, was
            pounding, and, and I had to sit
            down.  I went into a movie house.
            I-I didn't know what was playing or
            anything.

Mickey walks into the movie house.  He is seen through the
glass doors, which still reflect the street and traffic
outside.  He makes his way through the lobby into the actual
theater.

                         MICKEY (V.O.)
            I just, I just needed a moment to
            gather my thoughts and, and be
            logical, and, and put the world
            back into rational perspective.

The film abruptly cuts to the theater's black-and-white
screen, where the Marx Brothers, in Duck Soup, play the
helmets of several soldiers standing in a line like a live
xylophone.  The sounds of the "xylophone" are heard as the
movie cuts to the darkened theater, where Mickey slowly sits
down in a balcony seat.  The "xylophone" music stops and
changes to "Hidee-hidee-hidee-hidee-hidee-hidee-ho" as sung
by the Marx Brothers and ensemble in the movie.  The singing
continues faintly in the background as Mickey continues his
tale:

                         MICKEY (V.O.)
            And I went upstairs to the balcony,
            and I sat down
                   (sighing)
            and, you know, the movie was a-a-a
            film that I'd seen many times in my
            life since I was a kid, an-and I
            always u-uh, loved it.  And, you
            know, I'm, I'm watching these
            people up on the screen, and I
            started getting hooked o-on the
            film, you know?

The film cuts back to the black-and-white movie screen as
Mickey continues to talk.  The Marx Brothers, as well as the
hundred-odd other cast members in Duck Soup, are kneeling
and bowing as they sing "Hidee-hidee-ho." They kick their
heels up in the air.  They sway back and forth, hands
clasped, singing "Oh-h-h-h-h-h..."

                         MICKEY (V.O.)
            ...And I started to feel how can
            you even think of killing yourself?
            I mean, isn't it so stupid?  I
            mean, l-look at all the people up
            there on the screen.  You know,
            they're real funny, and, and what
            if the worst is true?

The movie cuts back to Mickey, sitting almost obscured in
the dark theater.  The Oh-h-h-h-h-h's coming from the
offscreen movie are heard as he continues to speak.

                         MICKEY (V.O.)
            What if there's no God, and you
            only go around once and that's it?
            Well, you know, don't you want to
            be part of the experience?  You
            know, what the hell, it-i-it's not
            all a drag.  And I'm thinking to
            myself, geez, I should stop ruining
            my life...

As Mickey talks, the film cuts back to the antics of the
Marx Brothers on the black-and-white theater screen.  The
four brothers are now swaying and singing and strutting,
their voices indistinct over Mickey's narration.

                         MICKEY (V.O.)
            ...searching for answers I'm never
            gonna get, and just enjoy it while
            it lasts.  And...you know...

The film is back on Mickey's dark form in the audience.

                         MICKEY (V.O.)
            ...after, who knows?  I mean, you
            know, maybe there is something.
            Nobody really knows.  I know, I
            know "maybe" is a very slim reed to
            hang your whole life on, but that's
            the best we have.  And...then, I
            started to sit back, and I actually
            began to enjoy myself.

As Mickey continues, the film cuts back to Duck Soup on the
black-and-white screen.  The Marx Brothers are sitting on a
judge's bench, playing banjos and singing with the other
cast members.  They jump down from the bench, still singing.
Their voices swell.

                         MARX BROTHERS & COMPANY
            "Oh, Freedonia
            Oh, don't you cry for me
            They'll be coming around the
            mountain..."

The Marx Brothers kneel, strumming their banjos, and the
movie cuts back to Central Park.  The flashback is over.
Mickey and Holly continue their stroll as "You Made Me Love
You" begins to play in the background.  They pass some
people, a cluster of buildings that look like castles, and
the Manhattan skyline as seen through the trees, as the
camera moves back, farther and farther away from them,
showing a beautiful Central Park, frozen in time.

                         HOLLY
                   (gesturing)
            Um...look, there's something I've,
            uh, that's been bothering me for a
            long time, and I just thought I'd
            just tell you what it was and just
            sort of clear the deck here, and
                   (chuckling)
            that's this.

                         MICKEY
                   (mumbling)
            Oh, yeah?  What?

                         HOLLY
                   (overlapping)
            That I've always regretted the way
            I behaved that evening we went out,
            and, uh...I've, I just thought I'd
            tell you that because I really made
            a fool out of myself.

                         MICKEY
            Oh, don't be silly!  No!  Don't be
            ridiculous.

                         HOLLY
                   (overlapping)
            It's all right.

                         MICKEY
            I was the, I was... You know, it
            was my fault.  I--
                   (inhaling)


Holly laughs.

                         MICKEY
            So, so you want to go out to dinner
            again?  I mean, is that, is that...
            Have, you have any interest in
            that, or...

                         HOLLY
            Sure.  Sure, uh, yes.

                         MICKEY
                   (overlapping)
            Do you?  I mean, are you, are you,
            are you, are you free this evening?

                         HOLLY
            Yeah.

They stroll offscreen. "You Made Me Love You" grows louder
and the film cuts to:

                       One year later.

                                            CUT TO:

INT. HANNAH'S APARTMENT - THANKSGIVING - NIGHT

A large, perfectly roasted turkey on a serving plate briefly
fills the screen as the camera moves across the food-laden
table in Hannah's kitchen, past an electric mixer, several
bowls, spices, tomatoes, and parsley, to reveal Evan walking
through the doorway.

                         EVAN
                   (holding a drink)
            I want ice!  Who's got some--
                   (pointing to an ice
                   bucket on the table)
            Oh, there it is.

                         HANNAH
                   (offscreen, overlapping)
            It's on the table, Dad.

The sounds of Thanksgiving guests in the other room are
dimly heard; "You Made Me Love You" continues softly in the
background.  Mavis passes the table, licking some food off
her hand.  Hannah, in the background, is busy by the stove.

                         EVAN
                   (putting ice into his glass)
            Hey, where's Holly?  She's late.

As Mavis leaves the kitchen, Lee enters, carrying some empty
glasses.

                         LEE
                   (walking briskly to
                   the sink)
            Hey, Hannah, did you read that last
            thing Holly wrote?  It was great.
            She's really developed.

                         HANNAH
                   (offscreen, in
                   another area of the kitchen)
            I know, she...she really writes
            good dialogue.

                         LEE
                   (turning to the
                   offscreen Hannah)
            Yeah.  I'll get some ice.

Lee walks off, drying her wet hands in the air.  Hannah, in
a silk dress, moves onscreen, going to the table and pouring
herself a glass of wine as Norma enters the kitchen.

                         NORMA
            Hannah, can I tell everybody you're
            going to play Desdemona?

Norma walks over to a glass-doored cabinet and takes out a
bottle of gin.

                         HANNAH
                   (taking a big sip of
                   her wine)
            Oh, Mom, it's only television.
                   (beginning to mash
                   some sweet potatoes
                   in a bowl on the table)


                         NORMA
                   (gesturing with the bottle)
            Yes, but it's public television.
            And to me, Shakespeare doesn't get
            any greater than Othello.  You with
            some big black stud!  I love it!

Norma unscrews the liquor bottle and pours some into her
empty glass as Hannah stops her mashing, reacting.

                         HANNAH
                   (gasping and laughing)
            Oh, Mom!

                         EVAN
                   (overlapping, reacting)
            Oh, honey!

The movie leaves the kitchen and cuts to the doorway between
the dining room and the living room.  Upbeat jazz plays over
the low din of the party.  Two women stand by the partially
set dining room table, chatting and arranging some plates,
as Elliot strolls into view, sipping a drink.  He passes the
women and walks through the doorway into the living room,
nodding hello to a guest who is walking the other way.

He enters the living room, smiling.  It is crowded with
guests; Hannah's children play in their midst.  One of
Hannah's boys grabs Elliot's arm.  They playfully "spar" for
a moment before Elliot laughingly shakes him off, continuing
on his way into a connecting room.  He stops at the doorway,
looking at the crowd.  The camera shows his point of view:
Guests stand in clusters, enjoying themselves; one woman
chats with a little boy; another woman, carrying a drink,
walks over to a group of other guests.

The film then cuts back briefly to Elliot, holding his drink
and looking straight ahead, as it shows his point of view
once more.  This time he sees a smiling Lee and Doug,
talking animatedly; a few guests are seen in the background.
Elliot's voice is heard over a close-up of the couple.

                         ELLIOT (V.O.)
            Oh, Lee, you are something.

Lee and Doug kiss each other.  They continue talking.

                         ELLIOT (V.O.)
            You look very beautiful.  Marriage
            agrees with you.  Everything that
            happened between us
                   (pausing)
            seems more and more hazy.

As Lee takes a sip of her drink, the movie cuts back to
Elliot, standing in the doorway and still staring straight
ahead.  The camera moves in closer to his face as he talks
over the scene.

                         ELLIOT (V.O.)
            I acted like such a fool.  I don't
            know what came over me.  That
            complete conviction that I couldn't
            live without you.

The film quickly cuts to a brief look at Lee and Doug, still
talking animatedly and smiling.  Lee gently pushes back
Doug's hair.

                         ELLIOT (V.O.)
            What did I put us both through?
            And Hannah...

The camera moves back to Elliot.

                         ELLIOT (V.O.)
                   (continuing)
            ...who as you once said, I love
            much more than I realized.

After pausing for a moment on Elliot's face, the film cuts
to the foyer, where two boys and a girl gather by the door.
One boy opens it, revealing Holly.  She joyfully enters the
apartment, greeting each child with an enthusiastic kiss.

                         HOLLY
                   (kissing the children)
            Hi!  How are you!
                   (kissing)
            Happy Thanksgiving!
                   (kissing)


                         BOY #1
            Hi!

                         HOLLY
            I didn't miss dinner, did I?

                         CHILDREN
                   (overlapping, talking
                   at once)
            No!

The jazz ends as the record scratches and stops.  Evan's
rendition of "Isn't It Romantic" is heard on the piano as
Holly, shrugging the strap of her pocketbook off her
shoulder, walks towards the living room.  She is stopped by
three guests--two women, one of them wearing glasses, and a
man--who are coming out of the room.

                         HOLLY
                   (smiling)
            Huh?  Hi, Marge.

                         FEMALE GUEST #1
                   (overlapping)
            You look lovely.

They kiss.

                         FEMALE GUEST #2
                   (overlapping, hugging Holly)
            Hello, darling.

                         HOLLY
            Happy Thanksgiving.

                         FEMALE GUEST #2
                   (overlapping)
            Good to see you.  Same to you.

                         HOLLY
                   (hugging the man)
            Hello.

The movie cuts to Hannah, leaning contentedly against a
doorway into the living room and listening to the offscreen
Evan play the piano.  Elliot, holding his drink, walks over
to her.  They look at each other for a beat; Elliot then
hugs Hannah, pulling her towards him.  She leans her head on
his shoulder, fingering his jacket lapel.  They look
offscreen together, happily, intimately, at the offscreen
guests, as the camera moves across the room, past a few
guests, to reveal Evan sitting at the piano.  Norma sits at
his side, one arm resting on the piano.  She holds a drink
and looks off in the distance, mouthing the words to "Isn't
It Romantic."

The camera then moves to the doorway in the living room,
where a man, holding a drink, enters and joins the happy
crowd.  Evan can be seen in the background, playing his song.
A child plays near the coffee table.

The camera continues to move past the doorway, past a huge
grandfather clock, to a second doorway leading to the den.
Here, more guests are gathered; a child sits in a small
chair by the sofa.  He sips a soda as female guest #2 enters
the room and crouches down next to him, smiling.  She waves
to him.  He waves back as the camera continues to move past
the doorway to reveal Holly, standing in front of a hallway
mirror, fixing her earrings.  Mavis can be seen in the
background, through the doorway into the dining room,
lighting the candles on the table.  She dims the lights,
darkening the room and the hallway where Holly stands in a
warm candlelit glow.  Mavis leaves the dining room and
passes Holly.

                         HOLLY
                   (still fixing her
                   earrings, to Mavis)
            It's beautiful.

Mavis walks off.  Holly, reflected in the mirror, begins
fluffing her hair as Mickey enters and wraps his arms around
her from behind.  The camera stays focused on the mirror;
both Holly and Mickey are now seen in its reflection.

                         MICKEY
                   (smacking his lips)
            Now don't get nervous.  It's just
            your husband.

                         HOLLY
                   (grinning)
            Hi.

                         MICKEY
            Hi.
                   (kissing Holly)
            How you doin'?

                         HOLLY
                   (nestling against Mickey)
            Okay.

                         MICKEY
            When'd you get here?

                         HOLLY
            Just a few minutes ago.

                         MICKEY
            Oh.
                   (kissing her again)
            You look so beautiful.

Mickey continues to kiss Holly.  She responds, sighing and
closing her eyes.

                         HOLLY
            Thanks.

                         MICKEY
                   (kissing Holly's neck)
            You know, I was talking with your
            father before...and I was telling
            him that
                   (kissing)
            it's ironic.  I-I used to always
            have Thanksgiving with Hannah...and
            I never thought
                   (kissing)
            that I could love anybody else.
                   (kissing)
            And here it is, years later and I'm
            married to you
                   (kissing)
            and completely in love with you.
                   (kissing)
            The heart is a very, very resilient
            little muscle.
                   (kissing)
            It really is.  I...
                   (kissing)
            It'd made a great story, I think.
            A guy marries one sister...
                   (kissing)
            doesn't work out...
                   (kissing)
            many years later...
                   (kissing)
            he winds up
                   (inhaling)
            married to the other sister.  It's,
            you know, it's a...

                         HOLLY
                   (fondling Mickey's
                   arm, smiling)
            Tch.

                         MICKEY
                   (overlapping)
            I don't know how you're gonna top
            that.

Mickey continues to kiss Holly's neck; he chuckles.

                         HOLLY
                   (kissing Mickey's cheek)
            Mickey?

                         MICKEY
                   (kissing Holly's neck)
            Mmm, what?

                         HOLLY
            I'm pregnant.

The mirror shows Mickey pulling away slightly, reacting.
They look at each other at arm's length, Holly grinning.
Mickey in shock, then embrace and kiss passionately, tighter
and tighter, as the music swells...

And the credits appear, white on a black screen.

 
               


Hannah and Her Sisters



Writers :   Woody Allen
Genres :   Comedy  Drama  Romance


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