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                              INTO THE WOODS




                              Screenplay by

                              James Lapine



                           Music and Lyrics by

                            Stephen Sondheim


                  

                         FADE UP

          Grey clouds of an early morning sky.

           BAKER (V.O.)
           Once upon a time, in a far off
           kingdom, there lay a small village at
           the edge of the woods...

          Suddenly, the WELL-WORN BOOT of Cinderella steps into the
          frame and lands on what we thought was the sky, but in fact
          is simply its reflection in a puddle of water. A strong CHORD
          accents the splash and we begin a musical vamp.

          EXT. CINDERELLA'S HOUSE - DAYBREAK

          CLOSE-UP on CINDERELLA'S dirty hand as it reaches down to
          gather kindling.

           CINDERELLA (O.S.)

           I WISH...

           BAKER (V.O.)
           And in this village...

          CLOSE-UP on a bead of sweat as it trickles from her brow, the
          same hand entering the frame to wipe it.

           CINDERELLA (O.S.)

           MORE THAN ANYTHING...

           BAKER (V.O.)
           ... lived a young maiden...

          ANGLE on CINDERELLA
          A pretty (and filthy) young woman, who finishes mopping her
          brow and trudges towards the back of a large house, the
          kindling under her arm.

                          CINDERELLA

           MORE THAN LIFE...

           MORE THAN JEWELS...

          EXT. JACK'S FARMHOUSE - DAY

          CLOSE-UP on JACK'S calloused hands as he pulls on a rope.

           BAKER (V.O.)
           ... a care-free young lad...

          ANGLE ON JACK
          A spaced-out twelve year-old who is trying to pull his bony
          cow MILKY-WHITE towards his dilapidated cottage.

                          JACK

           I WISH...

           MORE THAN LIFE...

                          2

                         

          INT. BAKER'S COTTAGE - DAY

          CLOSE-UP on a ball of dough. The BAKER'S thick hand pounds
          it.

           BAKER (V.O.)
           ... and a childless baker...

          ANGLE ON THE BAKER AND HIS WIFE
          Hard-working and honest, he is kneading the dough which she
          then takes and puts in the oven.

           BAKER/BAKER'S WIFE

           I WISH...

           BAKER (V.O.)
           ... with his Wife-- "

                          BAKER

           MORE THAN ANYTHING...

                          WIFE

           MORE THAN THE MOON...

           BAKER/BAKER'S WIFE

           I WISH...

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY

          CINDERELLA scrubs a huge pot.

                          CINDERELLA

           THE KING IS GIVING A FESTIVAL.

          INT. BAKER'S COTTAGE - DAY

          The WIFE rolls the dough as the BAKER stokes the hot oven.

                          BAKER/WIFE

           MORE THAN LIFE...

          INT. JACK'S FARMHOUSE - DAY

          Inside the tiny cottage, the COW stands bewildered as JACK
          tries to milk her without success.

                          JACK

                          (TO MILKY-WHITE)

           I WISH...

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY


                          CINDERELLA

           I WISH TO GO TO THE FESTIVAL--

                          3

                         

          INT. BAKER'S COTTAGE - DAY


                          BAKER/WIFE

           MORE THAN RICHES...

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY


                          CINDERELLA

           -- AND THE BALL...

          INT. JACK'S FARMHOUSE - DAY


                          JACK

           I WISH MY COW WOULD GIVE US SOME MILK.

          INT. BAKER'S COTTAGE - DAY

          The WIFE lifts a heavy sack of flour.

                          WIFE/CINDERELLA

           MORE THAN ANYTHING...
          The BAKER takes bread from the oven.

                          BAKER

           I WISH WE HAD A CHILD.

          INT. JACK'S FARMHOUSE - DAY

          Now leaning his shoulder against the cow for more leverage as
          he squeezes her udders.

                          JACK

           PLEASE, PAL.

          INT. BAKER'S COTTAGE - DAY


                          WIFE

           I WANT A CHILD.

          INT. JACK'S FARMHOUSE - DAY


                          JACK

                          (FRUSTRATED)

           SQUEEZE, PAL...

          INT. CINDERELLA'S HOUSE/JACK'S HOUSE/BAKER'S COTTAGE - DAY

          She is now scrubbing the floor in front of a large fireplace.

                          CINDERELLA

           I WISH TO GO TO THE FESTIVAL.

           JACK BAKER/WIFE

          I WISH YOU'D GIVE US SOME I WISH WE MIGHT HAVE A CHILD.

          MILK/ OR EVEN CHEESE...

                         

                          ALL

           I WISH...

                          4

                         

                         
          CINDERELLA'S STEPMOTHER moves towards her threateningly.

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY

          CINDERELLA'S STEPMOTHER dressed in a robe, her blonde hair
          rolled in rags, carries herself with an air of disgust; like
          a medieval Orange County housewife.

                          STEPMOTHER

           YOU WISH TO GO TO THE FESTIVAL?

           BAKER (V.O)
           The poor girl's parents had died--
          Her two daughters, also blonde, FLORINDA and LUCINDA, appear
          on the stairwell. They're junior versions of Mom.

                          STEPMOTHER

           YOU, CINDERELLA, THE FESTIVAL?/ YOU

           WISH TO GO TO THE FESTIVAL?
          FLORINDA and LUCINDA move to join their MOTHER.

                          FLORINDA LUCINDA
           (overlapping) WHAT, YOU WISH TO GO TO THE

          WHAT, YOU, CINDERELLA? THE FESTIVAL?

          FESTIVAL? THE FESTIVAL?

                         

                          STEPMOTHER/STEPSISTERS

           THE FESTIVAL?!/ THE KING'S FESTIVAL!??

           BAKER (V.O.)
           And now she lived with her
           stepmother...

                          STEPMOTHER

           THE FESTIVAL?!!!

           BAKER (V.O.)
           ...who had two daughters of her own.
          CINDERELLA rises and shyly retreats, but the STEPSISTERS
          sweep around her menacingly.

                          FLORINDA
           (grabbing her hand)

           LOOK AT YOUR NAILS!

                          LUCINDA
           (pulling on her)

           LOOK AT YOUR DRESS!

                          STEPMOTHER

           PEOPLE WOULD LAUGH AT YOU!

                          CINDERELLA

                          NEVERTHELESS--

                          5

                         

           STEPMOTHER/STEPSISTERS/CINDERELLA

           SHE/YOU/I STILL WANT(S)/ WISH TO GO

           THE FESTIVAL--/ AND DANCE BEFORE THE

           PRINCE?!
          They roar in derision.

           BAKER (V.O.)
           All three were beautiful of face, but
           vile and black of heart.

          EXT. JACK'S FARMHOUSE - DAY

          JACK'S MOTHER, bedraggled, takes in the laundry.

           BAKER (V.O.)
           The young lad had no father, and his

                          MOTHER--

                          JACK'S MOTHER

           I WISH...

           BAKER (V.O.)
           Well, she was at her wit's end--

                          JACK'S MOTHER

           I WISH MY SON WERE NOT A FOOL./ I WISH

           MY HOUSE WAS NOT A MESS./ I WISH THE

           COW WAS FULL OF MILK./ I WISH THE

           WALLS WERE FULL OF GOLD--/ I WISH A

           LOT OF THINGS.

          INT. JACK'S FARMHOUSE - DAY - CONTINUOUS

          JACK'S MOTHER enters the house and stops dead in her tracks
          when she sees the cow.

                          JACK'S MOTHER
           What in heaven's name are you doing
           with the cow inside the house?

                          JACK
           I thought if he was nice and warm he
           might produce some milk.

                          JACK'S MOTHER
           It's a she! How many times must I tell
           you? Only shes can give milk!

          INT. BAKER'S COTTAGE - DAY

          The BAKER and his WIFE are scurrying about the kitchen.

           BAKER (V.O.)
           And then there was a hungry little
           girl who always wore a red cape...
          The BAKER turns to see a small hand rise up and snatch one of
          the BUNS off the counter.

                          6

                         

                          BAKER
           Hey!
          The BAKER swiftly comes around the counter where a small,
          plump young girl in a red cape, LITTLE RED RIDING HOOD
          studies the goodies.

                          LRRH

           I WISH./ IT'S NOT FOR ME,/ IT'S FOR MY

           GRANNY IN THE WOODS./ A LOAF OF BREAD,

           PLEASE,/ TO BRING MY POOR OLD HUNGRY/

           GRANNY IN THE WOODS.../ JUST A LOAF OF

           BREAD, PLEASE.

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY

          The STEPSISTERS are still laughing at CINDERELLA. The
          STEPMOTHER looks around the room and sees a large bowl of
          lentils. She walks over, picks it up and violently flings the
          bowl towards CINDERELLA strewing the beans across the room
          and into the fireplace.

                          STEPMOTHER

                          (CHEERY)
           Cinderella, if you can pick up these
           lentils, and finish your chores in
           time, then you may go to the ball with
           us.
           (to her DAUGHTERS)
           Come along, ladies...

                          STEPSISTERS
           Yes, Mother.
          They sweep out of the room giggling.
          BACK ON CINDERELLA. She stands forlornly, studying the mess
          that awaits her. She closes her eyes and begins to gently
          sway as if going into a trance.

                          CINDERELLA

           COME LITTLE BIRDS,/ DOWN FROM THE

           EAVES/ AND THE LEAVES,/ OVER FIELDS,/

           OUT OF CASTLES AND PONDS.../ AHHHHH...

          INT. JACK'S FARMHOUSE - DAY

          JACK is trying to milk the COW as his MOTHER looks on
          dubiously.

                          JACK

           NO, SQUEEZE, PAL ...
          JACK'S MOTHER hears the loud squalling of birds and runs to
          the window, sticking her head out.

          JACK'S MOTHER'S POV
          Birds flying en masse over their house.

                          7

                         

          EXT. CINDERELLA'S HOUSE - DAY

          We see the BIRDS swarming and flying down the chimney.

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY

          CINDERELLA opens her eyes to greet the birds that now
          surround her.

                          CINDERELLA

           QUICK, LITTLE BIRDS,/ FLICK THROUGH

           THE ASHES./ PICK AND PECK, BUT

           SWIFTLY,/ SIFT THROUGH THE ASHES./

           INTO THE POT...
          The BIRDS spread out and begin their task.

          EXT. JACK'S FARMHOUSE - DAY

          JACK sits atop MILKY-WHITE as if she were a horse, his arm
          WHIRLING as he releases a sling and sends a STONE hurtling
          towards a TIN CUP on top of the door frame. There is a loud

          "CLANG".

                          JACK
           Bullseye!
          JACK'S MOTHER was just exiting the house. The CUP falls down,
          narrowly missing her.

                          JACK'S MOTHER
           What are you doing? Stop your
           pretending!
          She grabs JACK'S sling and pulls him away from the COW.

           JACK'S MOTHER (CONT'D)
           Now listen to me well, son.
           Milky-White must be taken to market.

                          JACK
           Mother, no-- he's the best cow in the

                          WORLD--

                          JACK'S MOTHER
           Was. She's been dry for weeks. We've
           no food or money and no choice but to
           sell her.

                          JACK
           But Milky-White is my best friend!

                          JACK'S MOTHER
           Look at her!

           THERE ARE BUGS ON HER DUGS./ THERE ARE

           FLIES IN HER EYES./ THERE'S A LUMP ON

           HER RUMP/ BIG ENOUGH TO BE A HUMP!

                          JACK

                          BUT--

                          8

                         

                          JACK'S MOTHER

           WE'VE NO TIME TO SIT AND DITHER/ WHILE

           HER WITHERS WITHER WITH HER--/ AND NO

           ONE KEEPS A COW FOR A FRIEND!
           Sometimes I wonder what's in that head
           of yours.

          INT. BAKER'S COTTAGE - DAY

          LRRH gives the BAKER a coin as his WIFE looks on adoringly.
          She loves having the little girl here. The Baker, not so
          much.

                          LRRH

           INTO THE WOODS, IT'S TIME TO GO,/ I

           HATE TO LEAVE, I HAVE TO, THOUGH./

           INTO THE WOODS-- IT'S TIME, AND SO/ I

           MUST BEGIN MY JOURNEY.

           INTO THE WOODS AND THROUGH THE TREES/

           TO WHERE I AM EXPECTED, MA'AM,/ INTO

           THE WOODS TO GRANDMOTHER'S HOUSE...
          She shoves the entire bun into her mouth.

                          LRRH (CONT'D)
           (with her mouth full)

           INTO THE WOODS TO GRANDMOTHER'S

           HOUSE...

                          WIFE
           You're certain of your way?
          As LRRH sings, she begins to help herself to all the buns she
          can lay her hands on.

                          LRRH

           THE WAY IS CLEAR,/ THE LIGHT IS GOOD,/

           I HAVE NO FEAR,/ NOR NO ONE SHOULD./

           THE WOODS ARE JUST TREES,/ THE TREES

           ARE JUST WOOD./
           (to the Wife)

           I SORT OF HATE TO ASK IT,/ BUT DO YOU

           HAVE A BASKET?
          The WIFE reaches for a basket, while the BAKER tries to wrest
          away a bun or two from the girl.

                          BAKER
           I don't suppose you're planning on
           buying any of these?
          The WIFE gives the BAKER a look, then hands LRRH a basket.

                          WIFE
           Now, don't stray and be late!

                          BAKER
           And you might save some of those
           sweets for Granny.

                          9

                         

          EXT. THE VILLAGE - DAY - MOMENTS LATER

          The BAKER, and his WIFE are in front of their shop, watching
          as LRRH skips down the lane.

                          LRRH

                          (TO HERSELF))

           INTO THE WOODS AND DOWN THE DELL,/ THE

           PATH IS STRAIGHT, I KNOW IT WELL./

           INTO THE WOODS, AND WHO CAN TELL/

           WHAT'S WAITING ON THE JOURNEY?/ INTO

           THE WOODS TO BRING SOME BREAD/ TO

           GRANNY WHO IS SICK IN BED./ NEVER CAN

           TELL WHAT LIES AHEAD,/ FOR ALL THAT I

           KNOW, SHE'S ALREADY DEAD.
          Her path takes her through an ancient GRAVEYARD and on
          towards the forest's edge.

                          LRRH (CONT'D)

           BUT INTO THE WOODS,/ INTO THE WOODS,/

           INTO THE WOODS/ TO GRANDMOTHER'S

           HOUSE/ AND HOME BEFORE DARK!

          INT. CINDERELLA'S HOUSE - KITCHEN - DAY

          The BIRDS are dropping the last of the lentils into the pot.

           LUCINDA (O.S.)
           Cinderella!

           FLORINDA (O.S.)
           Get up here!

                          CINDERELLA

           FLY BIRDS,/ BACK TO THE SKY,/
          The BIRDS begin to make their way out through the fireplace
          and windows as CINDERELLA sings her incantation.

           LUCINDA (O.S.)
           We are waiting!

                          CINDERELLA

           BACK TO THE EAVES/ AND THE LEAVES/ AND

           THE FIELDS/ AND THE--

          INT. CINDERELLA'S HOUSE - DRESSING ROOM - DAY

          A room of mirrors. LUCINDA and FLORINDA, dressed in their
          ball gowns, study themselves side by side, reflected over and
          over. CINDERELLA enters through a mirrored door, breaking the
          image.

                          FLORINDA

           HURRY UP AND DO MY HAIR, CINDERELLA!
          FLORINDA pulls at one of LUCINDA'S bows.

                          FLORINDA (CONT'D)

           ARE YOU REALLY WEARING THAT?

                          10

                         
          LUCINDA grabs CINDERELLA.

                          LUCINDA
           (pointing to her

                          SLEEVE)

           HERE, I FOUND A LITTLE TEAR,

           CINDERELLA!
          LUCINDA eyes FLORINDA'S hair.

                          LUCINDA (CONT'D)

           CAN'T YOU HIDE IT WITH A HAT?
          CINDERELLA grabs a stool and brings it next to FLORINDA.

                          CINDERELLA

           YOU LOOK BEAUTIFUL.
          She stands on the stool and begins fixing FLORINDA'S hair.

                          FLORINDA
           I know.

                          LUCINDA
           She means me.

                          FLORINDA
           No, she didn't!
          The two STEPSISTERS bicker as CINDERELLA brushes and twists
          their hair into tight curls:

           CINDERELLA (V.O.)

                          (INTERNAL)

           MOTHER SAID BE GOOD,/ FATHER SAID BE

           NICE,/ THAT WAS ALWAYS THEIR ADVICE./

           SO BE NICE, CINDERELLA,/ GOOD,

           CINDERELLA,/ NICE GOOD GOOD NICE--

                          FLORINDA
           Tighter!
          CINDERELLA obliges and becomes more aggressive with the hair
          styling, her emotions building as she thinks to herself:

           CINDERELLA (V.O.)

           WHAT'S THE GOOD OF BEING GOOD/ IF

           EVERYONE IS BLIND/ ALWAYS LEAVING YOU

           BEHIND?/ NEVER MIND, CINDERELLA,/ KIND

           CINDERELLA--/ NICE GOOD NICE KIND GOOD

                          NICE--
          FLORINDA screams, bringing CINDERELLA back to reality.

                          FLORINDA
           Ow! Not that tight! Clod!
          She reels around and smacks CINDERELLA who stands stunned.
          The STEPSISTERS giggle and snort.

                          11

                         

          INT. BAKER'S COTTAGE - DAY - LATER

          The BAKER and his WIFE are cleaning up after their day's
          work. There is an unexpected knock at the door. They stare at
          one another momentarily.

                          BAKER
           Who might that be?

                          WIFE

                          (CALLING OUT)
           We've sold our last loaf of bread!
          The BAKER opens the window a crack to see who is at the door.

                          BAKER

                          (ALARMED)
           It's the Witch from next door!
          The DOOR pops off its frame and goes flying across the room
          in a giant puff of smoke. The BAKER and his WIFE scream and
          cower in a corner.
          As the fog clears, we see the WITCH for the first time and
          she's not a pretty sight. MICE and other vermin drop from
          beneath her cape and scatter through the cottage.

                          WIFE
           We have no bread.

                          WITCH
           I don't want your bread.

                          BAKER
           Then what is it you wish?

                          WITCH
           It's not what I wish. It's what you
           wish.
          She moves towards the WIFE as the BAKER tries unsuccessfully
          to protect her. She points her gross finger towards her
          belly.

                          WITCH (CONT'D)
           Nothing cooking in that belly now, is
           there? And there will never be...
          She looks away.

                          WITCH (CONT'D)
           Unless you do exactly as I say. In
           three days' time, a Blue Moon will
           appear. Only then can the curse be
           undone.

                          WIFE
           What curse?

                          WITCH
           The one I placed on this house!

                          12

                         

                          BAKER
           What are you talking about?

                          WITCH
           In the past, when you were no more
           than a babe, your father brought his
           young wife and you to this cottage.
           They were a lovely couple. But not
           lovely neighbors. You see, your mother
           was with child and she developed an
           unusual appetite. She admired my
           beautiful garden and she told your
           father that what she wanted, more than
           anything in the world was--

           GREENS, GREENS, AND NOTHING BUT

           GREENS:/ PARSLEY, PEPPERS, CABBAGES

           AND CELERY./ ASPARAGUS AND WATERCRESS

           AND/ FIDDLEFERNS AND LETTUCE--!/ HE

           SAID, "ALL RIGHT,"/ BUT IT WASN'T,

           QUITE,/ `CAUSE I CAUGHT HIM/ IN THE

           AUTUMN/ IN MY GARDEN ONE NIGHT!

                         

          EXT. WITCH'S GARDEN - NIGHT - FLASHBACK


                         WITCH'S POV
          In the moonlight, we see the BAKER'S FATHER, wearing a
          hunting jacket, scale over the WITCH'S wall and into her
          garden. From behind a wooden trellis, she WATCHES him as he
          gathers her greens:

           WITCH (V.O.)

           HE WAS ROBBING ME,/ RAPING ME,/

           ROOTING THROUGH MY RUTABAGA,/ RAIDING

                          MY ARUGULA

          INT. BAKER'S COTTAGE - DAY - PRESENT


                          WITCH

           AND/ RIPPING UP THE RAMPION/ (MY

           CHAMPION!/ MY FAVORITE!)

           I SHOULD HAVE LAID A SPELL ON HIM

           RIGHT THERE--/ I COULD HAVE TURNED HIM

           INTO STONE/ OR A DOG OR A CHAIR.../

           BUT I LET HIM HAVE THE RAMPION/ I'D

           LOTS TO SPARE.

          EXT. WITCH'S GARDEN - NIGHT - FLASHBACK

          Again, only seeing the WITCH from behind, she confronts the
          BAKER'S FATHER as he sheepishly holds the stolen vegetables.

           WITCH (V.O.)

           IN RETURN, HOWEVER,/ I SAID, "FAIR IS

           FAIR:/ YOU CAN LET ME HAVE THE BABY/

           THAT YOUR WIFE WILL BEAR,

                          13

                         

          INT. BAKER'S COTTAGE - DAY - PRESENT


                          WITCH

           AND WE'LL CALL IT SQUARE."

                          BAKER
           I had a brother?

                          WITCH
           No. But you had a sister.

                          BAKER
           Where is she?

                          WITCH
           She's mine now and you'll never find
           her! Small price to pay for what else
           your father stole from me. It cost me
           my youth, my beauty. My mother warned
           me she would punish me with the curse
           of ugliness if I ever lost them.

                          WIFE
           Lost what?

                          WITCH

                          (IMPATIENT)
           The beans!

                          BAKER/WIFE
           Beans?

                          WITCH

           THE SPECIAL BEANS!

                         

                         

          EXT. WITCH'S GARDEN - NIGHT - FLASHBACK

          The BAKER'S FATHER steals the WITCH'S beans and pockets them.

           WITCH (V.O.)

           I LET HIM GO,/ I DIDN'T KNOW/ HE'D

           STOLEN MY BEANS!
          WITCH'S POV - the BAKER'S FATHER scales his way back over the
          garden wall.

           WITCH (V.O.)

           I WAS WATCHING HIM CRAWL/ BACK OVER

           THE WALL,/ WHEN BANG! CRASH!/ THE

           LIGHTNING FLASH!/
          Lights suddenly illuminate the BAKER'S FATHER as if it was a
          flash from the Hiroshima blast. A look of horror crosses his
          face.

          BAKER'S FATHER'S POV

                          14

                         
          Light illuminates the WITCH as she walks back towards her
          house. Suddenly her youthful hands morph before our eyes into
          those of an aged hag. The CAMERA PANS UP to find her withered
          face.

          INT. BAKER'S COTTAGE - DAY - PRESENT

          A LIGHTNING FLASH rips through the Baker's cottage.

                          WITCH

           WELL, THAT'S ANOTHER STORY--/ NEVER

           MIND./ ANYWAY, AT LAST/ THE BIG DAY

           CAME/ AND I MADE MY CLAIM./ "OH, DON'T

           TAKE AWAY THE BABY,"/ THEY SHRIEKED

           AND SCREECHED,/

          INT. BAKER'S COTTAGE - NIGHT - FLASHBACK

          We see the WITCH'S gross hands snatch the baby from a cradle.

           WITCH (V.O.)

           BUT I DID, AND I HID HER/ WHERE SHE'LL

           NEVER BE REACHED.

          INT. BAKER'S COTTAGE - DAY - PRESENT


                          WITCH

           AND YOUR FATHER CRIED/ AND YOUR MOTHER

           DIED,/ WHEN FOR EXTRA MEASURE--/ I

           ADMIT IT WAS A PLEASURE--/ I SAID,

           "SORRY, I'M STILL NOT MOLLIFIED."/ AND

           I LAID A LITTLE SPELL ON THEM--/ YOU

           TOO, SON--/ THAT YOUR FAMILY TREE/

           WOULD ALWAYS BE/ A BARREN ONE...
          The WIFE falls into the BAKER'S arms, weeping.

                          BAKER
           How could you do that to me?

                          WITCH
           And when your mother died, your father
           deserted you. Your father was no
           father -- so why should you be?

                          BAKER
           (to his WIFE)
           I'm so sorry...

                          WITCH

           NOW THERE'S NO MORE FUSS/ AND THERE'S

           NO MORE SCENES/ AND MY GARDEN THRIVES -

           / YOU SHOULD SEE MY NECTARINES!/ BUT

           I'M TELLING YOU THE SAME/ I TELL KINGS

                          AND QUEENS:
          The WITCH grabs some magical looking beans from a SMALL
          SATCHEL she carries across her body. She displays them.

                          15

                         

                          WITCH (CONT'D)

           DON'T EVER NEVER EVER/ MESS AROUND

           WITH MY GREENS!/ ESPECIALLY THE BEANS.

          EXT. JACK'S FARMHOUSE - DAY

          JACK with his cow stands outside with his MOTHER.

                          JACK
           Why do I have to go to the next
           village?

                          JACK'S MOTHER
           Because everyone in this village knows
           the cow hasn't given a drop of milk in
           weeks.

                          JACK
           But that's cheating.

                          JACK'S MOTHER
           We're starving, Jack. Don't you
           understand that? You're not to take
           less than five pounds for her. Are you
           listening to me?

                          JACK

                          (HE'S NOT)
           Yes.

                          JACK'S MOTHER
           How much are you to ask?

                          JACK
           No more than five pounds.
          She grabs his ear and squeezes it hard.

           JACK'S MOTHER JACK
          Less! Than five. ... than five!

                         
          She lets go and puts the COW'S leash in his hand and pushes
          him down the road towards the woods.

                          JACK'S MOTHER

           INTO THE WOODS, THE TIME IS NOW./ WE

           HAVE TO LIVE, I DON'T CARE HOW./ INTO

           THE WOODS TO SELL THE COW,/ YOU MUST

           BEGIN THE JOURNEY./ STRAIGHT THROUGH

           THE WOODS AND DON'T DELAY,/ WE HAVE TO

           FACE/ THE MARKETPLACE./ INTO THE WOODS

           TO JOURNEY'S END--

                          JACK

                          (STOPS; SADLY)

           INTO THE WOODS TO SELL A FRIEND--

          INT. BAKER'S COTTAGE - DAY - CONTINUOUS

          The WITCH, the BAKER, the BAKER'S WIFE.

                          16

                         

                          WITCH

           YOU WISH TO HAVE THE CURSE REVERSED?
          The BAKER and his WIFE nod.

                          WITCH (CONT'D)

           I'LL NEED A CERTAIN POTION FIRST.
          The WITCH intently turns on them.

                          WITCH (CONT'D)

           GO TO THE WOOD AND BRING ME BACK/ ONE:

           THE COW AS WHITE AS MILK,/ TWO: THE

           CAPE AS RED AS BLOOD,/ THREE: THE HAIR

           AS YELLOW AS CORN,/ FOUR: THE SLIPPER

           AS PURE AS GOLD./ BRING ME THESE

           BEFORE THE CHIME/ OF MIDNIGHT IN THREE

           DAYS' TIME,/ `TIS THEN THE BLUE MOON

           REAPPEARS,/ WHICH COMES BUT ONCE EACH

           HUNDRED YEARS./ BRING THEM AND I

           GUARANTEE,/ A CHILD AS PERFECT AS

           CHILD CAN BE.

                          (SHE EXPLODES)
           Go to the wood!
          The WITCH flings her arms and a hundred-mile wind throws the
          couple and all of their belongings across the room as she
          disappears in a cloud of smoke -- or is it flour?

          EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - DAY

          An open-air carriage and horses wait in the courtyard. The
          STEPMOTHER, dressed to the nines, sweeps out of the house and
          impatiently calls over her shoulder.

                          STEPMOTHER
           Ladies. Our carriage awaits!
          CINDERELLA darts out of the house holding out the bowl of
          lentils to her STEPMOTHER.

                          CINDERELLA

           NOW MAY I GO TO THE FESTIVAL?

                          STEPMOTHER
           The Festival! DARLING, THOSE NAILS!/

           DARLING, THOSE CLOTHES!/ LENTILS ARE

           ONE THING, BUT/ DARLING, WITH THOSE,/

           YOU'D MAKE US THE FOOLS OF THE

           FESTIVAL/ AND MORTIFY THE PRINCE!

                          CINDERELLA
           The festival lasts three nights.
           Surely you can let me be there for one
           of them.

                          STEPMOTHER
           The King is trying to find his son a
           wife -- not a scullery maid! We must
           be gone!

                          17

                         
          As the STEPMOTHER climbs into the carriage, the STEPSISTERS
          race by in their fancy attire, whooshing past CINDERELLA
          excitedly.
          As CINDERELLA watches from the doorway, the carriage leaves
          through the gate.

                          CINDERELLA

           I WISH...

          INT. BAKER'S COTTAGE - DAY

          The BAKER is trying to clean up the mess when his WIFE races
          downstairs holding his FATHER'S HUNTING JACKET. She hands it
          to the BAKER.

                          WIFE
           Here. Take this...

                          BAKER
           I'm not wearing that.

                          WIFE
           Why?

                          BAKER
           It was my father's. You heard what she
           said. This is all his fault.
          The BAKER throws the jacket to the ground.

                          BAKER (CONT'D)
           I want nothing to do with him!
          The WIFE sees that BEANS have spilled out of the pocket.

                          WIFE
           Look!
          She picks them up.

                          WIFE (CONT'D)
           Beans. The Witch's beans! We'll take
           them with us.

                          BAKER

                          (REALIZING)
           We? Wait a minute! You're not coming.
           It's not safe out there.
          The BAKER puts a hunting knife in his belt.

                          WIFE
           I can help you.

                          BAKER
           No. I can do this on my own.

                          18

                         

                          BAKER WIFE

          THE SPELL IS ON MY HOUSE./ NO, NO, THE SPELL IS ON OUR

          ONLY I CAN LIFT THE SPELL,/ HOUSE./ WE MUST LIFT THE

          THE SPELL IS ON MY HOUSE. SPELL TOGETHER,/ THE SPELL IS

           ON OUR HOUSE.

                         

                          BAKER (CONT'D)
           Now tell me. What am I to return with?

                          WIFE
           You don't remember?!

           THE COW AS WHITE AS MILK,/ THE CAPE AS

           RED AS BLOOD,/ THE HAIR AS YELLOW AS

           CORN,/ THE SLIPPER AS PURE AS GOLD.

                          BAKER

                          (MEMORIZING)

           THE COW AS WHITE AS MILK,/ THE CAPE AS

           RED AS BLOOD,/ THE HAIR AS YELLOW AS

           CORN,/ THE SLIPPER AS PURE AS GOLD...

          EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - DAY

          As CINDERELLA approaches the gate, an old GROUNDSKEEPER
          closes and locks it.

                          CINDERELLA

           I STILL WISH TO GO TO THE FESTIVAL,/

           BUT HOW AM I EVER TO GET TO THE

           FESTIVAL?

          EXT. THE VILLAGE/CINDERELLA'S HOUSE - DAY

          With the cottage behind him, the BAKER appears dressed for
          his journey. His WIFE hurries towards him with his satchel
          and places it around his neck. He proceeds down the
          cobblestone lane, his WIFE walking next to him.
          CINDERELLA looks through the bars, watching the CARRIAGE
          disappear down the road.

                          BAKER

           THE COW AS WHITE AS MILK,/ THE CAPE AS

           RED AS BLOOD,/ THE HAIR AS YELLOW AS

           CORN...

                          WIFE CINDERELLA
           (prompting him) I KNOW -- I'LL VISIT MOTHER'S

          THE SLIPPER... GRAVE,/ THE GRAVE AT THE

           WILLOW TREE,/ AND TELL HER I

           JUST WANT TO GO TO THE KING'S

           FESTIVAL...

                         

           BAKER (CONT'D) WIFE

          THE SLIPPER AS PURE AS THE HAIR!

          GOLD.../ THE COW, THE CAPE/

          THE SLIPPER AS PURE AS

          GOLD...

                          19

                         

          EXT. CINDERELLA'S HOUSE/EXT. VILLAGE - DAY - INTERCUT

          CINDERELLA has thrown a shawl around herself and is heading
          out the back of the house. She places a ladder against the
          stone wall and begins to climb. The BAKER and his WIFE leave
          the village and begin moving towards the woods.

                          CINDERELLA/BAKER

           INTO THE WOODS, IT'S TIME TO GO,/ IT

           MAY BE ALL IN VAIN, YOU (I) KNOW./

           INTO THE WOODS-- BUT EVEN SO,/ I HAVE

           TO TAKE THE JOURNEY.

                          WIFE

           INTO THE WOODS/ THE PATH IS STRAIGHT,/

           YOU KNOW IT WELL,

                          BAKER

           BUT WHO CAN TELL--?

                          WIFE
           (giving him a little

                          PUSH)

           INTO THE WOODS TO LIFT THE SPELL--

          EXT. CINDERELLA'S HOUSE - DAY

          CINDERELLA climbs over the wall.

                          CINDERELLA

           INTO THE WOODS TO VISIT MOTHER--

          EXT. DIRT ROAD BY JACK'S FARMHOUSE - DAY

          JACK'S MOTHER watches from the distance as JACK leads MILKY-
          WHITE up the path.

                          JACK'S MOTHER
           (calling after him)

           INTO THE WOODS TO SELL THE COW--

                          JACK

           TO GET THE MONEY!--

          EXT. CINDERELLA'S HOUSE - OTHER SIDE OF THE WALL - DAY

          CINDERELLA drops down from the wall and runs off.

                          CINDERELLA

           TO GO THE FESTIVAL--

          EXT. WOODS - NATURAL ARCHWAY/STREAM - DAY

          LRRH enters an archway that frames the entrance into the
          woods.

                          LRRH

           INTO THE WOODS TO GRANDMOTHER'S

           HOUSE.../ INTO THE WOODS TO

           GRANDMOTHER'S HOUSE...

                          20

                         
          INTERCUTTING: THE BAKER entering the same archway; CINDERELLA
          crossing a stream; and LRRH weaving her way down a gully.

           CINDERELLA/BAKER/LRRH

           THE WAY IS CLEAR,/ THE LIGHT IS GOOD./

           I HAVE NO FEAR,/ NOR NO ONE SHOULD./

           THE WOODS ARE JUST TREES,/ THE TREES

           ARE JUST WOOD./ NO NEED TO BE AFRAID

                          THERE--
          All THREE of them stop with sudden trepidation.

                          BAKER

           THERE'S SOMETHING IN THE GLADE THERE.
          The BAKER walks deeper into the woods.

          EXT. DIRT ROAD BY JACK'S FARMHOUSE - DAY

          The carriage carrying the STEPFAMILY crosses a small country
          bridge, then passes JACK'S MOTHER. One of the wheels turns in
          a puddle and splashes her with mud.

                          ALL

           INTO THE WOODS WITHOUT DELAY,/ BUT

           CAREFUL NOT TO LOSE THE WAY./ INTO THE

           WOODS, WHO KNOWS WHAT MAY/ BE LURKING

           ON THE JOURNEY?

          EXT. WOODS - NATURAL ARCHWAY - DAY

          JACK enters the archway into the woods with his COW.

                          ALL

           INTO THE WOODS TO GET THE THING/

           THAT MAKES IT WORTH THE JOURNEYING.

          EXT. WOODS - DAY

          VARIOUS ANGLES on each of our CHARACTERS in different
          woodland surrounds.

                          STEPS

           INTO THE WOODS

           TO SEE THE KING--

                          JACK

           TO SELL THE COW--

                          BAKER

           TO MAKE THE POTION--
          QUICK INTERCUTS between the characters:

                          ALL

           TO SEE--/ TO SELL--/ TO GET--/ TO

           BRING/ TO MAKE--/ TO LIFT--/ TO GO TO

           THE FESTIVAL--!
          The CAMERA slowly rises through the trees as the vast forest
          swallows up our intrepid travellers.

                          21

                         

           ALL (V.O.)

           INTO THE WOODS!/ INTO THE WOODS!/ INTO

           THE WOODS,/ THEN OUT OF THE WOODS,/

           AND HOME BEFORE DARK!

          EXT. CINDERELLA'S MOTHER'S GRAVE - DAY

          A large willow tree stands tall.

           BAKER (V.O.)
           Deep within the woods, Cinderella had
           planted a branch at the grave of her
           mother. And she visited there so
           often, and wept so much, that her
           tears watered it until it had become a
           magnificent tree.
          CINDERELLA kneels in prayer.

                          CINDERELLA

           I WISH...
          She begins to cry.

          MUSIC.
          In the reflection, CINDERELLA sees the tree slowly twist and
          turn taking on the shape of her MOTHER, who looks down upon
          her.

                          C'S MOTHER
           What is it that you wish, child?
          CINDERELLA looks up to see her MOTHER in the tree.

           C'S MOTHER (CONT'D)

           DO YOU KNOW WHAT YOU WISH?/ ARE YOU

           CERTAIN WHAT YOU WISH/ IS WHAT YOU

           WANT?/ IF YOU KNOW WHAT YOU WANT,/

           THEN MAKE A WISH--/ ASK THE TREE,/ AND

           YOU SHALL HAVE YOUR WISH.
          CINDERELLA closes her eyes and makes her wish.

                         ANOTHER ANGLE
          The wind now blowing the willow tree, its LEAVES begin to
          rain down on CINDERELLA, turning gold and silver as they
          swirl around her, transforming her clothes into a beautiful
          gown.
          CINDERELLA looks down to see that she is now wearing a pair
          of shoes literally made of gold leaf. When she looks back up,
          the tree has now returned to its former shape.

                          CINDERELLA
           Thank you, Mother.
          She dashes into the woods.

                          22

                         

          EXT. WOODS - FLOWERED PATH - DAY

          LRRH walks along the path.

           BAKER (V.O.)
           On her path to Granny's, the little
           girl suddenly found herself in a very
           unusual part of the wood.

                         WOLF'S POV
          Branches and leaves rush by in a blur. Suddenly, the CAMERA
          stops, and in the distance we see LRRH strolling down a path
          of exotic flowers as she munches on a treat. We hear HEAVY
          BREATHING. The CAMERA continues stalking its prey, moving
          closer towards LRRH through the brush.
          ANGLE on LRRH, as she continues walking and eating.

           WOLF (O.S.)
           Good day, young lady.
          She turns around and what she sees - through a CHILD'S EYES -
          is a super-slick, good-looking guy. What she doesn't notice
          is his curiously low hairline, something of a snout, and a
          tail peeking from his waistcoat.

                          LRRH
           Good day, Mr. Wolf.

                          WOLF
           Whither away so hurriedly?

                          LRRH
           To my Grandmother's.

                          WOLF
           And what might be in your basket?

                          LRRH
           It's bread for Grandmother so she'll
           have something good to make her
           strong.

                          WOLF
           And where might your Grandmother live?

                          LRRH

                          (POINTING)
           A quarter of a league further in the
           woods; her house stands inside a great
           oak tree.
          She continues on the path.
          The WOLF looks after her longingly.

                          23

                         

                          WOLF

           MMMMH.../ UNHH.../ LOOK AT THAT

           FLESH,/ PINK AND PLUMP./ HELLO, LITTLE

           GIRL.../ TENDER AND FRESH,/ NOT ONE

           LUMP./ HELLO, LITTLE GIRL.../ THIS

           ONE'S ESPECIALLY LUSH,/ DELICIOUS...
          With inhuman speed, he manages to suddenly be back in front
          of the girl on the path.

                          WOLF (CONT'D)

           HELLO, LITTLE GIRL,/ WHAT'S YOUR

           RUSH?/ YOU'RE MISSING ALL THE

           FLOWERS./ THE SUN WON'T SET FOR

           HOURS,/ TAKE YOUR TIME.

                          LRRH

           MOTHER SAID,/ "STRAIGHT AHEAD,"/ NOT

           TO DELAY/ OR BE MISLED.
          She continues moving forward, he slithers around her. This
          WOLF has some smooth moves.

                          WOLF

           BUT SLOW, LITTLE GIRL,/ HARK! AND HUSH-

           / THE BIRDS ARE SINGING SWEETLY./

           YOU'LL MISS THE BIRDS COMPLETELY,/

           YOU'RE TRAVELLING SO FLEETLY.
          He drops behind again, thinking to himself.

                          WOLF (CONT'D)

           GRANDMOTHER FIRST,/ THEN MISS

           PLUMP.../ WHAT A DELECTABLE COUPLE./

           UTTER PERFECTION:/ ONE BRITTLE, ONE

                          SUPPLE--
          Racing ahead and then darting out from a tree.

                          WOLF (CONT'D)

           ONE MOMENT, MY DEAR--

                          LRRH

           MOTHER SAID,/ "COME WHAT MAY,/ FOLLOW

           THE PATH/ AND NEVER STRAY."

                          WOLF

           JUST SO, LITTLE GIRL--/ ANY PATH./

           SO MANY WORTH EXPLORING./ JUST ONE

           WOULD BE SO BORING./ AND LOOK WHAT

           YOU'RE IGNORING...
          He ushers LRRH off the path to a lush meadow blanketed with
          exquisite purple flowers and wild berries.

                          24

                         

                          WOLF (CONT'D)
           (working himself up)

           THINK OF THOSE CRISP,/ AGING BONES,/

           THEN SOMETHING FRESH ON THE PALATE./

           THINK OF THAT SCRUMPTIOUS CARNALITY/

           TWICE IN ONE DAY.../ THERE'S NO

           POSSIBLE WAY/ TO DESCRIBE WHAT YOU

           FEEL/ WHEN YOU'RE TALKING TO YOUR

           MEAL!
          The WOLF picks a flower and hands it to LRRH.

                          WOLF (CONT'D)
           For Granny.

                          LRRH

           MOTHER SAID/ NOT TO STRAY./ STILL, I

           SUPPOSE,/ A SMALL DELAY--/ GRANNY

           MIGHT LIKE/ A FRESH BOUQUET.../
           Goodbye, Mr. Wolf.

                          WOLF
           Goodbye, little girl./ AND HELLO...
          The WOLF climbs to the top of a precipice where he is
          silhouetted by the red hot sun. He lets out a mighty howl.

          EXT. WOODS - FLOWERED PATH - DAY - CONTINUOUS

          LRRH goes about her business picking flowers further from her
          path.
          ANGLE ON THE BAKER who has been observing LRRH from a
          distance. Like a bat, the WITCH swings upside down from a
          tree above the BAKER:

                          WITCH
           Why are you standing there?! Go get
           the cape!

                          BAKER
           You frightened me!
          The WITCH swings to the ground.

                          WITCH
           Get it! Get it! Get it!

                          BAKER
           How am I supposed to get it?

                          WITCH
           You go up to the little thing, and you
           take it.

                          BAKER
           I can't just take a cloak from a
           little girl. Why don't you take it!

                          25

                         

                          WITCH
           It's the rules. Why do you think I
           asked you in the first place? I'm not
           allowed to touch any of the objects!
          We suddenly hear the lilting sound of a young voice singing
          in the distance. The WITCH, almost intoxicated by her sound,
          swoons with delight. Then:

                          WITCH (CONT'D)

                          (YELLING)
           Get me what I need! Get me what I
           need!
          She wraps the cape about herself and disappears in such a
          strong blast of wind that it knocks the BAKER to the ground.

                          BAKER
           This is ridiculous!
          ANOTHER ANGLE. LRRH is picking flowers off the path, blithely
          unaware of anything else. The BAKER gets up and hurries over
          to her.

                          BAKER (CONT'D)
           Hello there little girl.

                          LRRH
           Hello, Mr. Baker.

                          BAKER
           Have you saved some of those sweets
           for Granny?

                          LRRH
           I ate all the sweets and half the loaf
           of bread.

                          BAKER
           So I see! Now tell me...where did you
           get that beautiful cape?

                          LRRH
           My Granny made it for me.

                          BAKER
           Is that right? I would love a red cape
           like that.

                          LRRH

                          (GIGGLING)
           You'd look pretty foolish.

                          BAKER
           May I take a look at it?
          He quickly unties it.

                          LRRH
           No!

                          26

                         
          He pulls it off her back, she grabs the other side.

                          BAKER
           I need it badly.

                          LRRH
           Please -- give it back!
          They have a tug of war.
          The BAKER pulls free and runs off with the cape. LRRH stands
          there momentarily stunned, then lets out a loud scream.
          ANGLE ON THE BAKER. He stops cold, realizing what he's done,
          then runs back to LRRH and places the cape around her
          shoulders.

                          BAKER
           I'm sorry. I just wanted to make sure
           that you really loved this cape. Now
           off you go to Granny's -- and be
           careful that no wolf comes your way.

                          LRRH
           I would rather a wolf than you any
           day.
          LRRH stamps on his foot. The BAKER hops on his good foot.

                          BAKER

                          (DISTRAUGHT)
           This is hopeless. I'll never get that
           red cape or find a golden cow and a
           yellow slipper -- or was it a golden
           slipper and a yellow cow?

           WIFE (O.S.)

           THE COW AS WHITE AS MILK,/ THE CAPE AS

           RED AS BLOOD,/ THE HAIR AS YELLOW AS

           CORN,/ THE SLIPPER AS PURE AS--
          He stops in his tracks.

                          BAKER
           What are you doing here?
          The WIFE steps out from behind a thicket.

                          WIFE
           You forgot your scarf.

                          BAKER
           You shouldn't be here. It's not safe
           in these woods!

                          WIFE
           I want to help.
          She goes to tie the WOOL SCARF around his neck but he pulls
          away.

                          27

                         

                          BAKER
           No! THE SPELL IS ON MY HOUSE--

                          WIFE

                          OUR HOUSE--

                          BAKER WIFE

          ONLY I CAN LIFT THE SPELL,/ WE MUST LIFT THE SPELL

          THE SPELL IS ON MY HOUSE--!/ TOGETHER!/ THE SPELL IS ON--

          THE SPELL IS ON--

                         
          The two stop cold when they notice JACK and his COW coming
          down the path towards them.

                          WIFE (CONT'D)

                          (MURMURED)
           A cow as white as ...
          They look at each other.

                          BOTH
           ... milk.
          The WIFE pushes the BAKER in JACK'S direction, then follows.

                          BAKER
           Hello there, young lad.

                          JACK
           Hello, sir.

                          BAKER
           What might you be doing with a cow in
           the middle of the forest?

                          JACK
           I was heading toward market -- but
           I seem to have lost my way.

                          WIFE

                          (COACHING BAKER)
           What are you planning to do there?

                          BAKER
           And what are you planning to do there?

                          JACK
           Sell my cow, sir. No less than five
           pounds.

                          BAKER
           Five pounds!

                          (TO WIFE)
           Where are we to get five pounds?
          The WIFE moves forward to JACK as the BAKER goes through the
          pockets of his hunting jacket looking for money.

                          28

                         

                          WIFE
           She must be generous of milk to fetch
           five pounds?

                          JACK

                          (HESITANTLY)
           Yes, ma'am.

                          WIFE
           And if you can't fetch that sum? Then
           what are you to do?

                          JACK
           I hadn't thought of that...

                          BAKER

                          (TO WIFE)
           This is all we have...
          She inspects his hand, which holds a few coins and the six
          magic beans.

                          WIFE
           (loudly, for the
           benefit of the boy)
           Beans? We mustn't give up our beans!
           Well, if you feel we must...

                          BAKER
           Huh?

                          JACK
           Beans in exchange for my cow?

                          WIFE
           Oh, these are no ordinary beans, son.
           These beans carry...magic.

                          JACK
           Magic? What kind of magic?

                          WIFE

                          (TO BAKER)
           Tell him!
          The BAKER has no idea. He makes something up.

                          BAKER
           Magic that defies description.

                          JACK
           How many beans?

                          BAKER
           Six.

                          WIFE
           Five!

                          (TO JACK)
           They're worth a pound each, at least.

                          29

                         

                          JACK
           Could I buy my cow back someday?

                          BAKER

                          (UNEASY)
           Well ...
          The WIFE gives him a little poke.

                          WIFE
           Yes.

                          BAKER
           ...possibly. Here.
          He hands JACK the five beans, carefully dropping them one at
          a time into the boy's hand. The WIFE quickly takes the SIXTH
          BEAN and puts it in her pocket.

                          BAKER (CONT'D)
           Good luck there, young lad.
          As the BAKER takes the cow's leash, JACK wraps his arms
          around the bony animal.

                          JACK
           One day, I'll buy you back -- Promise!
          JACK kisses the cow. The BAKER looks to his WIFE guiltily.
          Overcome with emotion, JACK runs back into the woods.

                          BAKER
           Take the cow and go home!

                          WIFE
           I was just trying to help.

                          BAKER
           Magic beans! We've no reason to
           believe they're magic! Are we going to
           dispel this curse through deceit?

                          WIFE
           No one would have given him more for
           this creature. We did him a favor. At
           least they'll have some food.

                          BAKER
           Five beans?!

                          WIFE
           Do we want a child or not?

                          BAKER
           Of course. But...

                          WIFE
           We have one chance. Don't you see
           that? And if we fail...

                          30

                         

                          BAKER
           I'm just not sure I'm cut out to be a
           father.

                          WIFE
           Why do you say that?

                          BAKER
           Because of my father.

                          WIFE
           You're not him.

                          BAKER
           I don't know...

                          WIFE
           If you can't do this for yourself,
           can't you at least do it for me?

                          BAKER
           All right. You take the cow and go
           home. I'll find the rest of the
           things. On my own.
          The BAKER walks away.

          EXT. WOODS - DAY

          RAPUNZEL'S PRINCE glides through the woods on a white stead.
          It's difficult to say who is more beautiful, the PRINCE or
          the HORSE. From the corner of his eye he notices something in
          the distance. He slows down and circles back, and HEARS the
          melodious singing of RAPUNZEL. He dismounts and slips through
          the brush to see:

          EXT. WOODS - RAPUNZEL'S TOWER - DAY


                         R-PRINCE POV
          An exquisite tower, surrounded by a thicket of tall rose
          bushes, with no entryway, just a lone window at its peak. At
          the bottom of the tower, the WITCH looks upward:

                          WITCH
           Rapunzel. Rapunzel. Let down your hair
           to me.
          The PRINCE, hiding within the brush.

                          R'S PRINCE
           (savoring the name)
           Rapunzel...
          At the window, the gorgeous young blonde girl, RAPUNZEL
          proceeds to lower the longest stretch of hair you've ever
          seen. The WITCH scales up the tower. (This causes more than a
          little discomfort for RAPUNZEL.)

                          31

                         

           BAKER (V.O.)
           The old enchantress had given the name
           Rapunzel to the child she had hidden
           away and locked in a a doorless tower.
           But little did she know that the
           girl's lilting voice had caught the
           attention of a handsome Prince."

                          R'S PRINCE
           Rapunzel...
          The PRINCE dashes back to his horse and gallops off.
          The WITCH arrives at the window.

                          WITCH
           Don't you look lovely today, my dear.

                          RAPUNZEL
           Thank you, Mother.

                          WITCH
           I brought your favorite. Blackberries,
           fresh from the garden.

          EXT. GRANNY'S HOUSE - DAY

          LRRH walks over a rickety bridge that spans a brook. She
          stops and stares at the cottage which is built into a large

          OAK TREE.

           BAKER (V.O.)
           As the little girl approached her
           Granny's oak tree, she was surprised
           to see the door standing open.

                          LRRH
           Oh dear, how uneasy I feel. Perhaps
           it's all the sweets.

          INT. GRANNY'S HOUSE - DAY

          LRRH makes her way down a curved staircase in the house. She
          sees the CURTAINS drawn around her GRANNY'S BED and, behind
          them, the SILHOUETTE of what "looks like" GRANNY.

                          LRRH
           Granny?

                          WOLF
           (In a granny voice)
           Come in, my deary.
          LRRH moves towards the bed with trepidation and slowly pulls
          back the curtain. The WOLF is revealed, lying under the
          covers, dressed in GRANNY'S nightcap and robe.

                          32

                         

                          LRRH
           My, Grandmother. You're looking very
           strange. What big ears you have!

                          WOLF
           The better to hear you with, my dear.
          The handsome WOLF flashes a smile that reveals a set of
          gleaming white FANGS.

          EXT. GRANNY'S HOUSE - DAY

          The BAKER crosses the bridge and heads towards the cottage.
          He suddenly hears LRRH scream. Nervously he pulls the knife
          from his belt.

           BAKER (V.O.)
           And with a single bound, the wolf had
           devoured the little girl. Well, it
           was a full day of eating for both.

          INT. GRANNY'S HOUSE - DAY - CONTINUOUS

          The BAKER enters and hears a loud SNORE. Brandishing the
          knife, he moves towards the bed where he sees the WOLF
          DRESSED AS GRANNY, sound asleep, a piece of the red cloth
          sticking out of it's mouth.
          Squeamishly, he pulls back the sheet to see the WOLF'S
          SWOLLEN STOMACH. He raises his knife and as he brings it
          slashing down we hear a loud HOWL from the WOLF.

           CUT TO BLACK

          EXT. GRANNY'S HOUSE - DAY - LATER

          FADE UP ON THE BAKER, clearly shaken, leaving the cottage and
          walking away.

                          BAKER
           I can't believe I just did that.
          LRRH and GRANNY appear at the doorway behind him.

                          LRRH

                          (CALLING)
           Wait!

                          GRANNY
           Aren't you going to help us skin that
           beast?

                          BAKER
           No thanks!

                          GRANNY
           What kind of hunter are you?

                          BAKER
           I'm a baker.

                          33

                         
          GRANNY gives him a disdainful look and goes back into the
          house. LRRH in her cape runs after the BAKER as he approaches
          the rickety bridge.

                          LRRH
           Wait a minute. I never thanked you.

                          BAKER
           You need to be more careful, young
           lady.

                          LRRH
           I'm sorry. I should have known better.

           MOTHER SAID,/ "STRAIGHT AHEAD,"/ NOT

           TO DELAY/ OR BE MISLED./ I SHOULD HAVE

           HEEDED/ HER ADVICE.../ BUT HE SEEMED

           SO NICE.

           AND HE SHOWED ME THINGS,/ MANY

           BEAUTIFUL THINGS,/ THAT I HADN'T

           THOUGHT TO EXPLORE./ THEY WERE OFF MY

           PATH,/ SO I NEVER HAD DARED./ I HAD

           BEEN SO CAREFUL/ I NEVER HAD CARED./

           AND HE MADE ME FEEL EXCITED--/ WELL,

           EXCITED AND SCARED.
          LRRH relives her nightmare.

          INT. GRANNY'S HOUSE - DAY - NIGHTMARE

          LRRH walks down the staircase towards GRANNY'S bed. She sees
          the WOLF'S silhouette through the bed curtains.

           LRRH (V.O.) (CONT'D)

           WHEN HE SAID "COME IN!"/ WITH THAT

           SICKENING GRIN,/ HOW COULD I KNOW WHAT

           WAS IN STORE?/ ONCE HIS TEETH WERE

           BARED,/ THOUGH, I REALLY GOT SCARED--/

           WELL, EXCITED AND SCARED./
          LRRH grabs hold of the bed curtains and pulls them around
          herself.

          INT. THE WOLF'S BELLY - NIGHTMARE

          LRRH falls down a dark cavernous void.

           LRRH (V.O.) (CONT'D)

           BUT HE DREW ME CLOSE /AND HE SWALLOWED

           ME DOWN,/ DOWN A DARK, SLIMY PATH/

           WHERE LIE SECRETS THAT I NEVER WANT TO

           KNOW,/
          She lands and sees a blurry form in the distance before
          realizing it is GRANNY.

           LRRH (V.O.) (CONT'D)

           AND WHEN EVERYTHING FAMILIAR/ SEEMED

           TO DISAPPEAR FOREVER,/ AT THE END OF

           THE PATH/ WAS GRANNY ONCE AGAIN.

                          34

                         
          GRANNY reaches out her arms blindly until the two are united
          in a warm embrace.

           LRRH (V.O.) (CONT'D)

           SO WE LAY IN THE DARK/ TILL YOU CAME

           AND SET US FREE,
          LRRH POV -- A crack of light widens until it's clear that she
          is seeing a KNIFE opening the WOLF'S STOMACH that creates the
          blinding light. The BAKER'S EYE peeks through the slit.

           LRRH (V.O.) (CONT'D)

           AND YOU BROUGHT US TO THE LIGHT,
          LRRH reaches for the BAKER...

          EXT. GRANNY'S HOUSE - DAY

          ...the BAKER takes her hand.

                          LRRH

           AND WE'RE BACK AT THE START.
          She continues her story.

                          LRRH (CONT'D)

           AND I KNOW THINGS NOW,/ MANY VALUABLE

           THINGS,/ THAT I HADN'T KNOWN BEFORE:/

           DO NOT PUT YOUR FAITH/ IN A CAPE AND A

           HOOD,
          She takes off her cape.

                          LRRH (CONT'D)

           THEY WILL NOT PROTECT YOU/ THE WAY

           THAT THEY SHOULD./ AND TAKE EXTRA CARE

           WITH STRANGERS--/ EVEN FLOWERS HAVE

           THEIR DANGERS./ AND THOUGH SCARY IS

           EXCITING,/ NICE IS DIFFERENT THAN

           GOOD.
           Mr. Baker. You saved our lives. Here.
          LRRH hands him the cape.

                          BAKER
           Are you certain?

                          LRRH
           Yes. Maybe Granny will make me another
           with the skins of the wolf.

                          BAKER
           Thank you. Thank you!
          Impulsively he gives her a kiss on the cheek and as he
          leaves, the girl wipes it off.

                          LRRH
           Yuck!

                          35

                         
          She makes her way back to GRANNY'S.

                          LRRH (CONT'D)

                          (TO HERSELF)

           NOW, I KNOW:/ DON'T BE SCARED./ GRANNY

           IS RIGHT,/ JUST BE PREPARED./ ISN'T IT

           NICE TO KNOW A LOT?/ AND A LITTLE BIT

           NOT...

          EXT. JACK'S FARMHOUSE - TWILIGHT

          Having just greeted JACK on his return, his MOTHER stares at
          the beans he has just handed her.

                          JACK'S MOTHER

                          (DESPAIRING)
           How could you do this? What sort of
           boy would exchange a cow for beans?

                          JACK
           But they're magic -- the man said --

                          JACK'S MOTHER
           Get your head out of the clouds!
          She angrily THROWS the beans to the ground.

                          JACK
           Mother -- no!
          She turns to grab JACK'S ear, failing to see the electric
          sparks that flare when the beans strike the ground.

          INT. JACK'S FARMHOUSE - TWILIGHT - CONTINUOUS

          Dragging him up to the hayloft and pushing him on to his cot.

                          JACK'S MOTHER
           You and your worthless adventures!
           Will you never learn, Jack?! To bed
           without supper for you!
          She storms away. JACK lies on his bed bereft. He sees his
          sling on the floor and picks it up cradling it as he closes
          his eyes.
          THE CAMERA travels to a hole in the wall and looks below to
          see five bean stalks already growing and intertwining,
          quickly reaching skyward.

          EXT. KING'S CASTLE - NIGHT

          WIDE SHOT. Sitting on a hilltop surrounded by the woods on
          all sides, a magical and ageless castle sits aglow. A huge
          FULL MOON hangs in the sky, but there's already the slither
          of a SHADOW beginning to cross its face.
          We hear MUSIC in the background along with the jovial sounds
          of the ball.

                          36

                         

           BAKER (V.O.)
           The first night of the festival ball
           brought Cinderella her wish. The
           Prince danced only with her, `til he
           turned and she had slipped away.
          Suddenly CINDERELLA in her ball-gown rushes out of a back
          entrance and onto the terrace disappearing around a corner.

          ANOTHER ANGLE - THE STEPS
          She descends a long stretch of ancient stone steps that lead
          to the outside grounds.

          ANOTHER ANGLE - CONTINUOUS
          She appears running down a garden path below and into the
          woods. A beat later, CINDERELLA'S PRINCE, dashes out on to a
          drawbridge where he spots CINDERELLA below. He is tall, dark
          and impossibly handsome. His STEWARD and other attendants
          join him.

                          C'S PRINCE
           I must find that girl!

          EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT

          The BAKER'S WIFE is trying to find her way back to the
          village, pulling an obstinate MILKY-WHITE on a leash behind
          her. We see a piece of the castle in the distance.
          We TRACK CINDERELLA racing through the brush -- not an easy
          feat in a ball gown and gold slippers. We hear VOICES in the
          distance and the NEIGHING OF HORSES. CINDERELLA stumbles on a
          knoll, loses her footing and rolls over and over to the
          bottom landing with a spectacular THUD just yards from the

          WIFE.

                          WIFE
           Are you alright, miss?

                          CINDERELLA

                          (STARTLED)
           Yes. I just need to catch my breath.

                          WIFE
           What a beautiful gown you're wearing.
           Were you at the King's Festival?
          CINDERELLA, preoccupied, collects herself so she can continue
          on her way.

                          CINDERELLA
           Yes.

                          WIFE
           Aren't you the lucky one. Why ever are
           you in the woods at this hour?
          We hear the PRINCE'S ENTOURAGE approaching.

                          37

                         

           STEWARD (O.S.)
           This way!

                          CINDERELLA
           Please. Don't let them know I'm here.
          She quickly hides herself in the brush. The WIFE turns around
          and looks to the top of the rise to see C-PRINCE on a black
          stallion, with his STEWARD and ATTENDANTS in tow. He calls
          down to the WIFE.

                          C'S PRINCE
           Have you seen a beautiful young woman
           in a ball gown pass through?

                          WIFE
           (Breathless as she

                          BOWS)
           I don't think so, sir.

                          STEWARD

                          (POINTING)
           If I may, my lord, I think I see her
           over there.
          The ENTOURAGE races off and CINDERELLA reappears and sits,
          catching her breath.

                          WIFE
           I've never lied to royalty before.
           I've never anything to royalty before!

                          CINDERELLA
           Thank you.

                          WIFE
           If a prince were looking for me, I
           certainly wouldn't hide.

                          CINDERELLA
           Well, what brings you here -- and with
           a cow?

                          WIFE
           Oh, my husband's somewhere in the
           woods.

                          (WITH PRIDE)
           He's undoing a spell.

                          CINDERELLA

                          (IMPRESSED)
           Oh?

                          WIFE
           Oh, yes. But tell me, the Prince, what
           was he like?

                          CINDERELLA

           HE'S A VERY NICE PRINCE.

                          38

                         

                          WIFE

           AND?

                          CINDERELLA

           AND--/ IT'S A VERY NICE BALL.

                          WIFE

           AND?

                          CINDERELLA

           AND--/ WHEN I ENTERED, THEY TRUMPETED.

                          WIFE

           AND--?/ THE PRINCE--?

                          CINDERELLA

           OH, THE PRINCE...

                          WIFE

           YES, THE PRINCE!

                          CINDERELLA

           WELL, HE'S TALL.
          The WIFE sits down next to CINDERELLA admiring her dress as
          they chat.

                          WIFE

           IS THAT ALL?/ DID YOU DANCE?/ IS HE

           CHARMING?/ THEY SAY THAT HE'S

           CHARMING.

                          CINDERELLA

           WE DID NOTHING BUT DANCE.

                          WIFE

           YES--? AND--?

                          CINDERELLA

           AND IT MADE A NICE CHANGE.

                          WIFE

           NO, THE PRINCE!

                          CINDERELLA

           OH, THE PRINCE...

                          WIFE

           YES, THE PRINCE.

                          CINDERELLA

           HE HAS CHARM FOR A PRINCE, I GUESS...

                          WIFE

           GUESS?

                          CINDERELLA

           I DON'T MEET A WIDE RANGE.

           AND IT'S ALL VERY STRANGE.

                          39

                         

                          WIFE
           But why would you run away?

                          CINDERELLA
           It's not quite what I expected.

                          WIFE
           Princes, castles, gowns...

                          CINDERELLA
           I have no experience with those
           things.
          We hear the far off CHIMES OF MIDNIGHT from the castle.

                          WIFE
           But you will return to the Festival
           tomorrow eve?

                          CINDERELLA
           Yes... No... I don't know...

                          WIFE
           You don't know? What I wouldn't give
           to be in your shoes.
           (looking to her

                          SHOES)
           ...I mean your slippers.

                          (EXCITED)
           As pure as gold?

                          CINDERELLA
           I must get home.
          CINDERELLA runs off.

                          WIFE
           Wait! I need your shoes!
          The WIFE goes after CINDERELLA but then hears a distant COW
          MOAN. She turns around to discover that MILKY-WHITE has taken
          off.

                          WIFE (CONT'D)
           Milky-White!
          The WITCH appears from nowhere.

                          WITCH
           One midnight gone!

                          WIFE
           Already?!

                          WITCH
           Get that cow!
          The WIFE takes off after the cow as the CAMERA RISES above
          tree level. The BLUE SHADOW has moved a little further across
          the face of the MOON.

                          40

                         

          EXT. JACK'S FARMHOUSE - THE NEXT DAY - DAYBREAK

          A STRAGGLY ROOSTER crowing, the sun cutting across its path.

          INT. JACK'S FARMHOUSE - DAYBREAK - CONTINUOUS

          JACK'S MOTHER is woken by the rooster crow to find something
          ticking her nose.
          She opens her eyes, brushing the "something" away -- then
          sees that it's a huge LEAF pushing in through an open slat in
          the wall.

          EXT. JACK'S FARMHOUSE - DAYBREAK - EXTREME WIDE SHOT

          The cottage, now dwarfed by a giant BEANSTALK. JACK'S MOTHER,
          a tiny figure from this distance, comes running out of the
          house, takes one look at the giant plant and screams.

          EXT. WOODS - TALL TREES - DAY

          Various angles of JACK, running feverishly through the woods
          in search of the BAKER. He carries a huge sack of LARGE-SIZED
          COINS over his back. He occasionally calls out: "Mr. Baker!"
          The BAKER, peacefully asleep is curled up in a large root,
          clutching the red cape like it was his blankie. Suddenly JACK
          leaps from atop calling his name and waking him.

                          JACK

                          (SHOUTING)
           Mr. Baker! Mr. Baker!

                          BAKER

                          (HALF ASLEEP)
           What?

                          JACK
           Good fortune! Good fortune, sir! Look
           what I have! Five gold pieces.

                          BAKER

                          (SKEPTICAL)
           How would you come by five gold
           pieces?!

                          JACK

           THERE ARE GIANTS IN THE SKY!/ THERE

           ARE BIG TALL TERRIBLE GIANTS IN THE

           SKY!
          JACK throws him the bag and begins to scale up the root of
          the tree.

                          JACK (CONT'D)

           WHEN YOU'RE WAY UP HIGH AND YOU LOOK

           BELOW/ AT THE WORLD YOU'VE LEFT AND

           THE THINGS YOU KNOW,/ LITTLE MORE THAN

           A GLANCE IS ENOUGH TO SHOW/ YOU JUST

           HOW SMALL YOU ARE.

                          (MORE)

                          41

                         

                          JACK (CONT'D)

           WHEN YOU'RE WAY UP HIGH AND YOU'RE ON

           YOUR OWN/ IN A WORLD LIKE NONE THAT

           YOU'VE EVER KNOWN,/ WHERE THE SKY IS

           LEAD AND THE EARTH IS STONE,

          EXT. BEANSTALK - DAY - FLASHBACK

          JACK is now climbing the BEANSTALK.

           JACK (V.O.)

           YOU'RE FREE TO DO/ WHATEVER PLEASES

           YOU,/ EXPLORING THINGS YOU'D NEVER

           DARE/ 'CAUSE YOU DON'T CARE,/ WHEN

                          SUDDENLY THERE'S

          EXT. WOODS - DAY - PRESENT

          JACK is half-way up the tree with the BAKER below.

                          JACK

           A BIG TALL TERRIBLE GIANT AT THE DOOR.

                          BAKER
           A giant?

                          JACK

           A BIG TALL TERRIBLE LADY GIANT

           SWEEPING THE FLOOR./ AND SHE GIVES YOU

           FOOD/ AND SHE GIVES YOU REST,/ AND SHE

           DRAWS YOU CLOSE/ TO HER GIANT BREAST,/
          JACK (in the tree).

                          JACK (CONT'D)

           AND YOU KNOW THINGS NOW THAT YOU NEVER

           KNEW BEFORE,/ NOT TILL THE SKY.
          The BAKER listens intently.

                          JACK (CONT'D)

           ONLY JUST WHEN YOU'VE MADE A FRIEND

           AND ALL,/ AND YOU KNOW SHE'S BIG BUT

           YOU DON'T FEEL SMALL,/ SOMEONE BIGGER

           THAN HER COMES ALONG THE HALL/ TO

           SWALLOW YOU FOR LUNCH.

           AND YOUR HEART IS LEAD AND YOUR

           STOMACH STONE/ AND YOU'RE REALLY

           SCARED BEING ALL ALONE,/ AND IT'S THEN

           THAT YOU MISS ALL THE THINGS YOU'VE

           KNOWN/ AND THE WORLD YOU'VE LEFT AND

           THE LITTLE YOU OWN.

          EXT. BEANSTALK - DAY - FLASHBACK

          JACK scurries down the BEANSTALK, with the large SACK OF
          COINS over his shoulder, occasionally looking up to see if he
          is being followed.

           JACK (V.O.)

           THE FUN IS DONE./ YOU STEAL WHAT YOU

           CAN AND RUN!

                          (MORE)

                          42

                         

           JACK (V.O.) (CONT'D)

           AND YOU SCRAMBLE DOWN/ AND YOU LOOK

           BELOW,/ AND THE WORLD YOU KNOW/ BEGINS

                          TO GROW:

          EXT. WOODS - DAY - PRESENT

          JACK looks down to the BAKER.

                          JACK

           THE ROOF, THE HOUSE, AND YOUR MOTHER

           AT THE DOOR./ THE ROOF, THE HOUSE, AND

           THE WORLD YOU NEVER THOUGHT TO

           EXPLORE./ AND YOU THINK OF ALL OF THE

           THINGS YOU'VE SEEN./ AND YOU WISH THAT

           YOU COULD LIVE IN BETWEEN,/
          JACK now scurries down the tree.

                          JACK (CONT'D)

           AND YOU'RE BACK AGAIN,/ ONLY DIFFERENT

           THAN BEFORE,/ AFTER THE SKY.

           THERE ARE GIANTS IN THE SKY!/ THERE

           ARE BIG TALL TERRIBLE AWESOME SCARY/

           WONDERFUL GIANTS IN THE SKY!
          JACK jumps from the tree and lands in front of the BAKER. He
          up-ends the sack and dumps the five gold coins on the ground.

                          JACK (CONT'D)
           So, here's your money, sir! Five gold
           pieces. Where is my Milky-White?

                          BAKER

                          (HESITANTLY)
           Milky-White is back home with my wife.

                          JACK
           Let's go find them!
          JACK grabs the BAKER and excitedly tries to pull him along.

                          BAKER
           Wait a minute! I'm not sure I want to
           sell.

                          JACK
           But you said I could buy her back. Do
           you want more money?

                          BAKER
           No, no, no! It's not that--

                          JACK

                          (IGNORING HIM)
           You keep that. I'll fetch some more.

                          BAKER
           Wait. I didn't say--
          But JACK doesn't wait to listen. Taking the EMPTY SACK, he
          runs off excitedly.

                          43

                         

                          BAKER (CONT'D)
           Hey, come back!

          EXT. WOODS - TALL TREES - DAY - CONTINUOUS

          The BAKER follows after JACK and collides into his WIFE,
          dropping his satchel and revealing the red cape. He hides the
          money sack.

                          BAKER
           What are you doing here?

                          WIFE
           Well...
          She doesn't want to tell him she's lost MILKY-WHITE.

                          WIFE (CONT'D)
           I see you've got the red cape!

                          BAKER
           Yes. I've got the cape. Only two items
           left.

                          WIFE

                          (SHEEPISH)
           Three.

                          BAKER
           Two. We've the cape and the cow.

                          WIFE

                          (FAKED ENTHUSIASM)
           You've the cape...

                          BAKER
           What have you done with the cow?!

                          WIFE
           She ran away. I never reached home.
           I've been looking for her all night.

                          BAKER

                          (ANGRY)
           How could you?

                          WIFE
           She might just as easily have run from
           you!

                          BAKER
           But she didn't!

                          WIFE

           BUT SHE MIGHT HAVE!

                          BAKER

           BUT SHE DIDN'T!!!

           WITCH (O.S.)

           WHO CARES!

                          44

                         
          The WITCH appears in the tree directly above them.

                          WITCH (CONT'D)

           THE COW IS GONE! GET IT BACK! GET IT

           BACK!!!

                          BAKER
           We were just going to do that. Here.
          He climbs towards her with the cape.

                          BAKER (CONT'D)
           You can have this--

                          WITCH

           DON'T COME NEAR ME WITH THAT, FOOL!! I
           can't touch it! By midnight tomorrow
           bring me the items or that child you
           wish for will never see the light of
           day!
          With a grand sweep of her cape, the WITCH throws off dirt and
          muck over the BAKER and the BAKER'S WIFE as she disappears
          into a cloud of dust.
          The BAKER wipes dirt from his mouth.

                          BAKER
           I don't like that woman.

                          WIFE
           I'm sorry I lost the cow.

                          BAKER
           I shouldn't have yelled.
           (firmly but kindly)
           Go back to the village. I will make
           things right. And then we can just go
           about our life. No more witches or dim-
           witted boys or hungry little girls.
          The BAKER'S WIFE starts to speak.

                          BAKER (CONT'D)
           GO!, please -- go.
          She goes.

          EXT. WOODS - PINE FOREST - DAY

          WIDE SHOT. We hear the hoofbeats of horses coming from both
          directions. Crossing the frame and each other are
          CINDERELLA'S PRINCE on his BLACK stallion and RAPUNZEL'S
          PRINCE on his WHITE steed. They pass out of the frame. After
          a few beats, they return trotting, meeting in the middle.

                          R'S PRINCE
           Good brother. I was wondering where
           you'd gone.

                          45

                         

                          C'S PRINCE
           I have been looking all night for her.

                          R'S PRINCE
           Her?

                          C'S PRINCE
           The beautiful one I danced the evening
           with.

                          R'S PRINCE
           Where did she go?

                          C'S PRINCE
           Disappeared, like the fine morning
           mist.

                          R'S PRINCE
           She was lovely?

                          C'S PRINCE
           The loveliest.
          They dismount and walk their horses through the forest.

                          R'S PRINCE
           I am not certain of that! I must
           confess, I too have found a lovely
           maiden. She lives here in the woods.

                          C'S PRINCE

                          (INCREDULOUS)
           The woods?
          In the background we see the WIFE, who has wandered by on her
          way back home. She stops to EAVESDROP on the PRINCES.

                          R'S PRINCE
           Yes! In the top of a tall tower that
           has no door or stairs.

                          C'S PRINCE
           Where?

                          R'S PRINCE
           Two leagues from here, due east, just
           beyond the mossy knoll near the rose
           thickets.

                          C'S PRINCE
           And how do you manage a visit?

                          R'S PRINCE
           I stand beneath her tower and say,
           "Rapunzel, Rapunzel, let down your
           hair to me." And then she lowers the
           longest, most beautiful head of hair -
           yellow as corn - which I climb.
          The WIFE is thrilled by this news, and runs off.

                          46

                         

                          C'S PRINCE
           Rapunzel, Rapunzel! What kind of name
           is that? You jest! I have never heard
           of such a thing.

                          R'S PRINCE
           I speak the truth! She is as true as
           your maiden. A maiden running from a
           prince? None would run from us.

                          C'S PRINCE
           Yet one has.
          The PRINCES lead their horses to a stream that cascades into
          a magnificent waterfall.

           C'S PRINCE (CONT'D)

           DID I ABUSE HER/ OR SHOW HER DISDAIN?/

           WHY DOES SHE RUN FROM ME?/ IF I SHOULD

           LOSE HER,/ HOW SHALL I REGAIN/ THE

           HEART SHE HAS WON FROM ME?

           AGONY--!/ BEYOND POWER OF SPEECH./

           WHEN THE ONE THING YOU WANT/ IS THE

           ONLY THING OUT OF YOUR REACH.

                          R'S PRINCE

           HIGH IN HER TOWER,/ SHE SITS BY THE

           HOUR,/ MAINTAINING HER HAIR./ BLITHE

           AND BECOMING,/ AND FREQUENTLY HUMMING/

           A LIGHTHEARTED AIR:/ "AH-AH-AH-AH-AH-

                          AHAH--"

           AGONY--!/ FAR MORE PAINFUL THAN

           YOURS,/ WHEN YOU KNOW SHE WOULD GO

           WITH YOU,/ IF THERE ONLY WERE DOORS.

                          BOTH

           AGONY!/ OH THE TORTURE THEY TEACH!

                          R'S PRINCE

           WHAT'S AS INTRIGUING--

                          C'S PRINCE

           OR HALF SO FATIGUING--

                          BOTH

           AS WHAT'S OUT OF REACH?
          C-PRINCE studies his reflection in the water.

                          C'S PRINCE

           AM I NOT SENSITIVE, CLEVER,/ WELL-

           MANNERED, CONSIDERATE,/ PASSIONATE,

           CHARMING,/ AS KIND AS I'M HANDSOME,/

           AND HEIR TO A THRONE?

                          R'S PRINCE

           YOU ARE EVERYTHING MAIDENS COULD WISH

           FOR!

                          C'S PRINCE

           THEN WHY NO--?

                          47

                         

                          R'S PRINCE

           DO I KNOW?

                          C'S PRINCE

           THE GIRL MUST BE MAD.
          The R-PRINCE scales a hanging vine as if it were RAPUNZEL'S
          hair.

                          R'S PRINCE

           YOU KNOW NOTHING OF MADNESS/ TILL

           YOU'RE CLIMBING HER HAIR/ AND YOU SEE

           HER UP THERE/ AS YOU'RE NEARING HER,/

           ALL THE WHILE HEARING HER,/ "AH-AH-AH-

                          AH-AH-AH-AH-AH-AH-AH--"

                          BOTH

           AGONY!

                          C'S PRINCE

           MISERY!

                          R'S PRINCE

           WOE!

                          BOTH

           THOUGH IT'S DIFFERENT FOR EACH.

                          C'S PRINCE

           ALWAYS TEN STEPS BEHIND--

                          R'S PRINCE

           ALWAYS TEN FEET BELOW--

                          BOTH

           AND SHE'S JUST OUT OF REACH./ AGONY/

           THAT CAN CUT LIKE A KNIFE!

           I MUST HAVE HER TO WIFE.
          PULL BACK to reveal the PRINCES side by side on a precipice,
          overlooking the distant castle.

          EXT. RAPUNZEL'S TOWER - NIGHT

          The BAKER'S WIFE fights her way through a thicket. Her
          clothes are now ratty, her face scratched - but she
          approaches the tower with trepidation.

                          WIFE
           Rapunzel, Rapunzel? Let your hair down
           to me.
          The window at the top of the tower opens and RAPUNZEL sticks
          out her head looking downward. The WIFE hides to the side.

                          RAPUNZEL

                          (DUBIOUS)
           Is that you at this hour, my Prince?

                          48

                         

                          WIFE
           (in her best princely

                          BASS VOICE)
           Yes.
          RAPUNZEL thinks about it for a moment, then lowers her hair.
          The WIFE approaches it gingerly.

                          WIFE (CONT'D)
           Excuse me for this.
          She takes a fist full of hair and gives it a pull. Nothing.
          She tries once again, this time with more force eliciting a
          little yelp from RAPUNZEL. Finally, she holds on to the hair
          and just starts running away from the tower as fast as she
          can. We hear RAPUNZEL yell as the WIFE succeeds in pulling
          some of the hair from her head.

          EXT. PATHWAY TO THE CASTLE - NIGHT - CONTINUOUS

          Cinderella flees the castle.

           BAKER (V.O.)
           As the Baker's Wife bolted from the
           tower, the second night of the
           festival was thrown into chaos when
           Cinderella once again ran from the
           Prince.
          While the BAKER'S WIFE continues to run away from Rapunzel's
          tower, in the distance she sees a flutter of gold moving
          through the moonlit trees. CINDERELLA? She changes course in
          pursuit.
          SERIES OF SHOTS with MUSIC
          CLOSE-UP on CINDERELLA'S SHOES as they make their way through
          wooded path.
          ANGLE ON THE WIFE as she races towards them in pursuit.
          The WIFE catches up with CINDERELLA and tackles her to the
          ground, CINDERELLA'S slipper falling off. They both dive for
          the slipper, when an approaching noise catches the WIFE'S
          attention.

           C'S PRINCE (O.S.)
           Over here!
          CLOSE-UP on the shoe as CINDERELLA snatches it from the
          ground. CINDERELLA rushes off.
          The WIFE stares frozen in horror as the PRINCE'S HORSE races
          towards her. She lets out a scream and the horse stops short,
          rearing up. The STEWARD'S horse charges off the path into
          thickets.

           C'S PRINCE (CONT'D)
           Who is she? Where did she go?

                          49

                         

                          WIFE

                          (BOWING)
           I have no idea, sir.

                          C'S PRINCE
           Don't play the fool, woman!

                          WIFE
           I was trying to hold her here for
           you...

                          C'S PRINCE
           I can capture my own damsel, thank
           you.

                          WIFE
           Yes, of course.
          The STEWARD returns, covered in burrs and looking none too
          happy.

                          STEWARD
           No sign of her, my liege.

                          C'S PRINCE
           Well, what are you waiting for? See if
           you can find her.
          The STEWARD rides off. The PRINCE pauses. The ultimate
          seducer, he gives the WIFE the once over.

           C'S PRINCE (CONT'D)
           The woods can be a dangerous place...
          She nods to him, out of her depth. He gallops off.

          EXT. WOODS - TALL TREES - NIGHT

          The BAKER searches for MILKY-WHITE along a large PATHWAY,
          disheveled and exhausted.

                          BAKER
           Moo... Moo......
          He HEARS sounds off in the distance.

                         BAKER'S POV
          The STEPFAMILY'S carriage is passing through a large hollowed
          opening in the base of a huge tree.
          We can hear the STEPSISTERS bickering, their blonde hair
          bobbing animatedly.

                         ANOTHER ANGLE
          The BAKER stands in the middle of the pathway, flagging down
          the carriage. He pulls an ear of corn from his satchel. As
          the carriage slows, he hops on the sideboard.

                          50

                         

                          BAKER (CONT'D)
           Please, if you would be so kind, may I
           compare this ear of corn with your
           hair?
          The STEPSISTERS scream.

           LUCINDA AND FLORINDA

                          (OVERLAPPING)
           Don't touch us! Get away! How dare
           you!

                          STEPMOTHER
           Mongrel!
           (to the driver)
           Carry on!
          She pushes the BAKER off the carriage and he somersaults
          backwards into the brush.
          The CARRIAGE speeds off. Deflated, the BAKER picks himself
          off the path and sits on what he thinks is a white rock.
          There is a muffled "Moo..." He jumps up realizing he's been
          SITTING on the cow.

                          BAKER
           Milky-White!
          He hears something and hides behind a BUSH. Then, seeing it
          is his WIFE, he steps out.

                          BAKER (CONT'D)
           I thought you were returning home!
          The WIFE screams in fright. Then she recognizes him.

                          WIFE
           Oh! It's you! And you've the cow!
          She runs to MILKY-WHITE.

                          BAKER

                          (BRAGGADOCIO)
           Yes. I've the cow. We've two of the
           four.

                          WIFE
           Three.

                          BAKER
           Two.

                          WIFE
           Three!
          She shows him the braid of hair around her neck.

                          WIFE (CONT'D)
           Compare this to your corn.
          He does and it's a perfect match.

                          51

                         

                          BAKER
           Where did you find it?

                          WIFE

                          (FALSE MODESTY)
           I pulled it from a maiden in a tower.

                          BAKER
           Three!

                          WIFE
           And I almost had the fourth, but she
           got away.

                          BAKER
           We've one entire day left. Surely we
           can locate the slipper by then.

                          WIFE
           We? You mean you're going to let me
           stay with you?

                          BAKER
           Well...perhaps it will take the two of
           us to have this child.

                          WIFE

           YOU'VE CHANGED./ YOU'RE DARING./

           YOU'RE DIFFERENT IN THE WOODS./ MORE

           SURE,/ MORE SHARING./ YOU'RE GETTING

           US THROUGH THE WOODS.

           IF YOU COULD SEE--/ YOU'RE NOT THE MAN

           WHO STARTED,/ AND MUCH MORE OPEN-

           HEARTED/ THEN I KNEW/ YOU TO BE.

                          BAKER

           IT TAKES TWO./ I THOUGHT ONE WAS

           ENOUGH,/ IT'S NOT TRUE:/ IT TAKES TWO

           OF US./ YOU CAME THROUGH/ WHEN THE

           JOURNEY WAS ROUGH--/ IT TOOK YOU./ IT

           TOOK TWO OF US.

           IT TAKES CARE,/ IT TAKES PATIENCE AND

           FEAR AND DESPAIR/ TO CHANGE./ THOUGH

           YOU SWEAR/ TO CHANGE,/ WHO CAN TELL IF

           YOU DO?/ IT TAKES TWO.
          He flirts with her. She pulls away, teasing him.

                          WIFE

           YOU'VE CHANGED./ YOU'RE THRIVING./

           THERE'S SOMETHING ABOUT THE WOODS./

           NOT JUST/ SURVIVING,/ YOU'RE

           BLOSSOMING IN THE WOODS.

           AT HOME I'D FEAR/ WE'D STAY THE SAME

           FOREVER./ AND THEN OUT HERE/ YOU'RE

           PASSIONATE, CHARMING, CONSIDERATE,

                          CLEVER--

                          52

                         

                          BAKER

           IT TAKES ONE/ TO BEGIN, BUT THEN ONCE/

           YOU'VE BEGUN,/ IT TAKES TWO OF YOU./

           IT'S NO FUN,/ BUT WHAT NEEDS TO BE

           DONE/ YOU CAN DO/ WHEN THERE'S TWO OF

           YOU.

           IF I DARE,/ IT'S BECAUSE I'M BECOMING/

           AWARE/ OF US/ AS A PAIR/ OF US,/ EACH

           ACCEPTING A SHARE/ OF WHAT'S THERE.
          They move towards each other through the trees playfully.

                          BOTH

           WE'VE CHANGED./ WE'RE STRANGERS./ I'M

           MEETING YOU IN THE WOODS./ WHO MINDS/

           WHAT DANGERS?/ I KNOW WE'LL GET PAST

           THE WOODS.

           AND ONCE WE'RE PAST,/ LET'S HOPE THE

           CHANGES LAST/ BEYOND WOODS,/ BEYOND

           WITCHES AND SLIPPERS AND HOODS,/ JUST

           THE TWO OF US--/ BEYOND LIES,/ SAFE AT

           HOME WITH OUR BEAUTIFUL PRIZE,/ JUST

           THE FEW OF US.

           IT TAKES TRUST./ IT TAKES JUST/ A BIT

           MORE AND WE'RE DONE./
          They sit down next to each other at the top of a small hill
          and slide down to the bottom together.

                          BOTH (CONT'D)

           WE WANT FOUR,/WE HAD NONE./ WE'VE GOT

           THREE./ WE NEED ONE./ IT TAKES TWO.
          They kiss but their moment of romance is interrupted when a
          large GOLDEN EGG rolls down the hill between them. The WIFE
          screams.

           JACK (O.S.)
           Stop it! Stop my egg!
          The BAKER stops the egg and picks it up. JACK stumbles down
          the hill.

                          JACK (CONT'D)
           Oh, brilliant! My Milky-White. And
           the owners. And my egg!

                          BAKER
           Where did you get this?

                          JACK
           From the Giant's hen!
          The BAKER'S WIFE examines the egg.

                          WIFE
           A golden egg! I've never seen a golden
           egg.

                          JACK
           And you can have it. Along with the
           five gold pieces.

                          53

                         

                          WIFE
           Five gold pieces?

                          JACK
           Now I'm taking my cow.
          JACK moves to MILKY-WHITE. The distant CHIMES OF MIDNIGHT
          begin to ring out from the castle.

                          BAKER JACK

                          (OVERLAPPING) (OVERLAPPING)
          Now, I never said I would But you took the five gold
          sell. pieces.

                         

                          WIFE BAKER
          You took five gold pieces?! I didn't take, you gave.

                         

                          WIFE
           Where are the five gold pieces?

                          JACK
           You said I could have my cow!

                          BAKER WIFE
          Now I never said you could. I You would take money before a
          said you might. child?!

                         

                          BAKER
           No, no, no - it's not how it sounds!

                          JACK

                          (ALARMED)
           Milky-White...!
          MILKY-WHITE has begun to shake like a dashboard ornament. She
          moans, then topples over with a loud thud. Alarmed, JACK runs
          to the cow and lays his head on the animal's chest.

                          JACK (CONT'D)

                          (TEARFUL)
           Milky-White is dead!
          The BAKER looks up and sees that the SHADOW has now moved a
          third of the way across the MOON. We hear the WITCH scream:

           WITCH(O.S.)

           TWO MIDNIGHTS GONE!

          EXT. RAPUNZEL'S TOWER - DAYBREAK

          Hidden by a broken piece of WALL -- someone or something is
          watching the R-PRINCE climbing out of the window.

           BAKER (V.O.)
           When dawn broke, the Baker and his
           Wife had but one day left to reverse
           the Witch's curse. As for Rapunzel's
           Prince, he returned yet again to the
           forbidden tower.

                          54

                         
          With RAPUNZEL smiling down, the R-PRINCE descends her hair.
          Once he has reached the bottom, she pulls her hair back in
          and closes the window.
          ANOTHER ANGLE. We discover that it's the WITCH who has been
          watching. She is not happy.
          The PRINCE mounts his horse and rides off towards a low rose
          thicket -- an easy jump.
          With a thrust of her stick, the WITCH makes the thicket shoot
          up before the PRINCE has time to act. His HORSE stops short
          and he screams as he is thrown over the horse's head into the
          thicket.
          ANGLE ON THE WITCH. She smiles at her handiwork then turns to
          stare at the top of the tower vindictively.

          INT. RAPUNZEL'S TOWER - DAY

          The WITCH threatens RAPUNZEL.

                          WITCH

           WHAT DID I CLEARLY SAY?/ CHILDREN MUST

           LISTEN.

                          RAPUNZEL
           No, no, please!

                          WITCH

           WHAT WERE YOU NOT TO DO?/ CHILDREN

                          MUST SEE--

                          RAPUNZEL
           No!

                          WITCH

           AND LEARN./ WHY COULD YOU NOT OBEY?/

           CHILDREN SHOULD LISTEN./ WHAT HAVE I

           BEEN TO YOU?/ WHAT WOULD YOU HAVE ME

           BE,/ HANDSOME LIKE A PRINCE?

           AH, BUT I AM OLD./ I AM UGLY./ I

           EMBARRASS YOU.

                          RAPUNZEL
           No!

                          WITCH

           YOU ARE ASHAMED OF ME.

                          RAPUNZEL
           No!

                          WITCH

           YOU ARE ASHAMED./ YOU DON'T

           UNDERSTAND.

                          55

                         

                          RAPUNZEL
           I'm no longer a child. I wish to see
           the world.

                          WITCH

           DON'T YOU KNOW WHAT'S OUT THERE IN THE

           WORLD?/ SOMEONE HAS TO SHIELD YOU FROM

           THE WORLD./ STAY WITH ME.

           PRINCES WAIT THERE IN THE WORLD, IT'S

           TRUE./ PRINCES, YES, BUT WOLVES AND

           HUMANS, TOO./ STAY AT HOME./ I AM

           HOME./ WHO OUT THERE COULD LOVE YOU

           MORE THAN I?/ WHAT OUT THERE THAT I

           CANNOT SUPPLY?/ STAY WITH ME.

           STAY WITH ME,/ THE WORLD IS DARK AND

           WILD./ STAY A CHILD WHILE YOU CAN BE A

           CHILD./ WITH ME.

                          WITCH (CONT'D)
           I gave you protection and yet you
           disobeyed me.

                          RAPUNZEL
           No!

                          WITCH
           Your prince will never lay eyes on you
           again. He will never lay eyes on
           anything again!

                          RAPUNZEL
           What did you do to him?

                          WITCH
           It doesn't matter because where you're
           going, no one will ever see you again.
          The WITCH lunges at RAPUNZEL with a pair of SHEARS and begins
          to hack off her hair. The girl lets out a mighty shriek.

          EXT. NEAR GRANNY'S HOUSE - ELEPHANT OAKS - DAY

          JACK makes his way despondently through the oaks with his

          GOLDEN EGG.
          He comes across what looks like a WOLF, hunched over on the
          edge of the brush. He stops... then slowly approaches.

                          JACK
           Hey there - nice cape!
          The figure twists around, pulling a knife.

                          LRRH
           Stay away from my cape or I'll slash
           you into a thousand bits!

                          56

                         
          The figure is revealed to be LRRH, in a wolf-skin cape,
          picking mushrooms for her granny.

                          JACK
           Whoa! I don't want it.

                          (BEAT)
           Where did you get it?

                          LRRH
           My Granny made it for me from a wolf
           that attacked us. And she gave me this
           beautiful knife for protection.

                          JACK
           Well, look what I have! A golden egg.
          He shows her his GOLDEN EGG.

                          LRRH

                          (SUSPICIOUS)
           Where did you get that egg?

                          JACK
           (pointing to the sky)
           I stole a hen that lays golden eggs
           from the kingdom of the Giant.

                          LRRH
           I don't believe you.

                          JACK
           It's true. And you should see the
           Giant's toy harp. It plays the most
           beautiful tunes without your even
           having to touch it.

                          LRRH

                          (SMIRKING)
           Of course it does. Why don't you go up
           to the kingdom right now and bring it
           back and show me?

                          JACK
           I could.

                          LRRH
           You could not!

                          JACK
           I could!

                          LRRH
           You could not, Mr. Liar!

                          JACK
           I am not a liar! I'll get that harp.
           You'll see!
          He runs off.

                          57

                         

          EXT. BEANSTALK & JACK'S FARMHOUSE - AFTERNOON

          To frantic MUSIC, JACK is making his way down to the bottom
          of the beanstalk with all the speed he can muster. This is
          made more difficult by the GOLDEN HARP which he has slung
          over his shoulder.

           BAKER (V.O.)
           Jack took the little girl's dare and
           before he knew it, found himself
           fleeing from a Giant.
          Suddenly, the BEANSTALK shakes mightily, making JACK hold on
          for dear life. He looks up to discover the Giant climbing
          down after him; Jack feverishly picks up speed and jumps the
          last six feet to the ground. He quickly drops the harp and
          runs to a large axe embedded in the stump of a tree.
          JACK swings the AXE striking the BEANSTALK.

          EXT. WOODS - PINE FOREST - AFTERNOON

          The SWING of the AXE is picked up by the BAKER snapping a
          branch that's in his way.
          The BAKER and his WIFE trudging through the woods.

                          BAKER
           We've only one day left! I don't know
           where to start.

                          WIFE
           You can start by buying a new cow with
           the money you took from the boy.

                          BAKER
           Right, where do I buy a cow?

                          WIFE
           You go to the next village, you'll
           find a cow there.

                          BAKER
           What are you going to do?

                          WIFE
           I'm going to get the slipper.

                          BAKER
           The yellow slipper?

                         

                          WIFE
           The GOLDEN slipper!

                          BAKER
           Yes. The golden slipper, that's what I
           meant. How are you going to get it?

                          58

                         

                          WIFE
           I have met a maiden with golden
           slippers these two previous nights.

                          BAKER
           You think you could get one?

                          WIFE
           Yes, I'm sure of it. I'll meet you
           back here.

                          BAKER
           Right.

                          (BEAT)
           Why are we always separating?

                          WIFE
           Because we have to if we're going to
           be together...
          The BAKER and his WIFE start to go off in opposite directions
          when there is a TREMENDOUS CRASH with the force of an
          earthquake. The BAKER and his WIFE are knocked off their feet
          and tumble into a bank of FERNS. They scramble to their feet
          and look to one another.

                          WIFE (CONT'D)
           What is happening?

          EXT. JACK'S FARMHOUSE - AFTERNOON

          The Giant lies still on the ground.

           BAKER (V.O.)
           The entire kingdom shook when the
           beanstalk came crashing down, killing
           the Giant...

          EXT. KING'S CASTLE - PALACE STEPS - NIGHT

          The MOON is now half covered by SHADOW. DROP DOWN to find
          CINDERELLA running down the steps; commotion ensues as she is
          followed by the PRINCE and his retinue.

           BAKER (V.O.)
           ...as for Cinderella, she fled from
           the Prince... again.
          ANOTHER ANGLE. Suddenly, when CINDERELLA is MID-FLIGHT on the
          steps, she falters, unable to move. She looks down to see
          that there is TAR on this step and her shoes are stuck.
          ANGLE ON THE PRINCE. Smiling as he sees he has finally
          trapped his prey.
          We FREEZE the action as CINDERELLA considers the situation.

                          59

                         

                          CINDERELLA

           HE'S A VERY SMART PRINCE,/ HE'S A

           PRINCE WHO PREPARES./ KNOWING THIS

           TIME I'D RUN FROM HIM,/ HE SPREAD

           PITCH ON THE STAIRS./ AND I'M CAUGHT

           UNAWARES./ WELL, IT MEANS THAT HE

           CARES--/ THIS IS MORE THAN JUST

           MALICE./ BETTER STOP AND TAKE STOCK/

           WHILE YOU'RE STANDING HERE STUCK/ ON

           THE STEPS OF THE PALACE.

           ALL RIGHT, WHAT DO YOU WANT?/ HAVE TO

           MAKE A DECISION./ WHY NOT STAY AND BE

           CAUGHT?/ SHOULD I GIVE THAT A

           THOUGHT,/ WHAT WOULD BE HIS RESPONSE?/
          She turns around to see the PRINCE, frozen in time and
          staring at her.

                          CINDERELLA (CONT'D)

           BUT THEN WHAT IF HE KNEW/ WHO I AM

           WHEN I KNOW/ THAT I'M NOT WHAT HE

           THINKS/ THAT HE WANTS?

           OR THEN WHAT IF I AM/ WHAT A PRINCE

           WOULD ENVISION?/ BUT THEN HOW CAN YOU

           KNOW/ WHO YOU ARE TILL YOU KNOW/ WHAT

           YOU WANT, WHICH I DON'T?/ SO THEN

           WHICH DO YOU PICK:/ WHERE YOU'RE SAFE,

           OUT OF SIGHT,/ AND YOURSELF, BUT WHERE

           EVERYTHING'S WRONG?/ OR WHERE

           EVERYTHING'S RIGHT/ BUT YOU KNOW THAT

           YOU'LL NEVER BELONG?

           AND WHICHEVER YOU PICK,/ DO IT QUICK,/

           `CAUSE YOU'RE STARTING TO STICK/ TO

           THE STEPS OF THE PALACE.

           IT'S MY FIRST BIG DECISION,/ THE

           CHOICE ISN'T EASY TO MAKE./ TO ARRIVE

           AT A BALL/ IS EXCITING AND ALL--/ ONCE

           YOU'RE THERE, THOUGH, IT'S SCARY. AND

           IT'S FUN TO DECEIVE/ WHEN YOU KNOW YOU

           CAN LEAVE,/ BUT YOU HAVE TO BE WARY.

           THERE'S A LOT THAT'S AT STAKE,/ BUT

           I'VE STALLED LONG ENOUGH,/ `CAUSE I'M

           STILL STANDING STUCK/ IN THE STUFF ON

           THESE STEPS...

           BETTER RUN ALONG HOME/ AND AVOID THE

           COLLISION./ THOUGH AT HOME THEY DON'T

           CARE,/ I'LL BE BETTER OFF THERE/ WHERE

           THERE'S NOTHING TO CHOOSE,/ SO THERE'S

           NOTHING TO LOSE./ SO I'LL PRY UP MY

           SHOES.
          CINDERELLA lifts her feet out of the shoes and moves to a
          step with no tar. She pulls one shoe from the tar, and as she
          goes to pry the second shoe, she stops.

                          CINDERELLA (CONT'D)

           WAIT, THOUGH, THINKING IT THROUGH,/

           THINGS DON'T HAVE TO COLLIDE--/ I KNOW

           WHAT MY DECISION IS:/ WHICH IS NOT TO

           DECIDE./I'LL JUST LEAVE HIM A CLUE:/

           FOR EXAMPLE, A SHOE./ AND THEN SEE

           WHAT HE'LL DO.

                          (MORE)

                          60

                         

                          CINDERELLA (CONT'D)

           NOW IT'S HE AND NOT YOU/ WHO'LL BE

           STUCK WITH A SHOE,/ IN A STEW,/ IN THE

           GOO,/ AND I'VE LEARNED SOMETHING,

           TOO,/ SOMETHING I NEVER KNEW,/ ON THE

           STEPS OF THE PALACE!
          Coming out of the freeze, she quickly leaves one shoe and
          slips on the other, then dashes off out of sight.
          The PRINCE picks up the golden shoe from the tar and holds it
          up triumphantly. He addresses his STEWARD and RETINUE.

                          C'S PRINCE
           The ball is over. Send everyone home.

                          STEWARD
           And the Princess?

                          C'S PRINCE
           She won't get far with one shoe.

          EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT

          CLOSE-UP on CINDERELLA'S FEET, awkwardly running with one
          shoe on, one shoe off.
          ANOTHER ANGLE. She hears someone close on her trail and looks
          back to see the wide-eyed WIFE in pursuit.

                          CINDERELLA
           Don't come any closer to me!

                          WIFE
           Please, stop! Just hear me out!

                          CINDERELLA
           You have attacked me once before.

                          WIFE
           I didn't attack you. I attacked your
           shoe. I need it. I have a magic bean
           in exchange for it.
          Breathless, CINDERELLA stops. Stands defensively. The WIFE
          pulls out the bean from her pocket and hands it to her.

                          CINDERELLA
           Magic bean? Nonsense!
          CINDERELLA tosses it over her shoulder, but they don't see
          the SPARKS it sets off when it hits the ground and sinks into
          the earth.
          She starts to leave.

                          WIFE
           Wait, please. I haven't much time!

                          (DESPERATE)
           I need that shoe to have a child.

                          61

                         

                          CINDERELLA
           That makes no sense!

                          WIFE
           Does it make sense that you're running
           from a prince?
          The STEWARD approaches on HORSEBACK.

           STEWARD (O.S.)
           Stop! You there, stop!

                          CINDERELLA
           I must go!

                          WIFE
           (starts to take off a

                          SHOE)
           Take my shoes. You'll run faster.

                          CINDERELLA

                          HERE--
          CINDERELLA hands the WIFE her GOLDEN SLIPPER.

                          WIFE
           Thank you! Thank you!
          CINDERELLA dashes off.

          ON THE WIFE AND STEWARD.

                          STEWARD

                          (SUSPICIOUS)
           Stop! What is that you have in your
           hand?
          The WIFE hides the slipper behind her back. The STEWARD
          dismounts.

                          WIFE
           It's mine.

                          STEWARD
           (gets off horse)
           Lying will cost you your life!
          The STEWARD snatches the shoe. The WIFE pushes the Steward
          and grabs the slipper back.

                          WIFE

                          (DESPERATE)
           I don't care if this costs me my
           life...

                         

                          STEWARD
           You will pay for this!

                          62

                         
          The C-PRINCE rides in (with the other SLIPPER), followed by
          his RETINUE. The STEWARD takes the opportunity to pull the
          slipper from the WIFE'S hand as she curtsies.

                          STEWARD (CONT'D)
           Sire! I have succeeded in obtaining
           the other slipper.
          He holds it up. The WIFE steps forward.

                          WIFE
           Please give me the slipper, kind
           Prince, and all will come to a happy
           end.

                          STEWARD

                          (OVERLAPPING)
           Step back, peon!

                          C'S PRINCE
           Do as she says, Steward. We only need
           one.

                          STEWARD
           Oh...
          He hands the slipper back to the WIFE. The STEWARD gets onto
          his horse.

                          WIFE
           (to C'S PRINCE)
           Thank you. Thank you!

                          C'S PRINCE

                          (TO STEWARD)
           We must search immediately for the
           maiden who fits this slipper.

                          STEWARD

                          (SURPRISED)
           Tonight?

                          C'S PRINCE
           This very night!
          The PRINCE, STEWARD and RETINUE ride off, leaving the WIFE
          alone. She looks up to the moon and hurries off.
          We follow the WIFE'S feet as she scurries past the beginnings
          of a BEANSTALK CURLING UPWARDS from the ground.

           BAKER (V.O.)
           And in her haste, the Baker's Wife
           took no notice of a second beanstalk
           climbing skyward.

                          63

                         

          EXT. VILLAGE - NIGHT - CONTINUOUS

          TRUMPETS sound. The C-PRINCE, the STEWARD and the RETINUE
          ride through the town, as VILLAGERS open their windows and
          rush out of their houses.

                          STEWARD
           Let it be known that his Royal
           Highness the Crown Prince will be
           visiting every house in this village
           tonight.

          INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT - CONTINUOUS

          CINDERELLA has only just got back. Grubby again, and wearing
          her old clothes, she bundles her beautiful dress into a
          chest.

           STEWARD (O.S.)
           All young maidens are hereby commanded
           to remain in their home until they are
           visited by the Royal Guard.
          CINDERELLA goes to the window and looks out.

          EXT. CINDERELLA'S HOUSE - NIGHT - CONTINUOUS

          CINDERELLA'S POV: The C-PRINCE and the royal RETINUE arrive
          in the entry courtyard.
          BACK ON CINDERELLA. She smiles to herself.

          INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT

          The entire STEPFAMILY has assembled, in various stages of
          undress. LUCINDA stands and watches as the STEPMOTHER tries
          to force FLORINDA'S large foot into the tiny slipper.

           BAKER (V.O.)
           As the Prince anxiously waited, the
           Stepmother took matters -- and
           Florinda's foot -- into her own hands.

                          FLORINDA

           CAREFUL, MY TOE--!

                          STEPMOTHER

           DARLING, I KNOW--

                          FLORINDA

           WHAT'LL WE DO?

                          STEPMOTHER

           IT'LL HAVE TO GO./ BUT WHEN YOU'RE HIS

           BRIDE,/ YOU CAN SIT OR RIDE./ YOU'LL

           NEVER NEED TO WALK!
          The STEPMOTHER takes a handkerchief and stuffs it into the
          girl's mouth and then pulls a large kitchen knife from her
          pocket and raises it over her foot--

                          64

                         

          EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - NIGHT

          Standing lanterns have been set up outside the house, bathing
          the area in light.
          The STEPFAMILY watches as the STEWARD helps FLORINDA up on to
          the back of the Prince's horse. In pain, she grits her teeth
          in a frozen smile.

           BAKER (V.O.)
           Minus one toe, Florinda mounted the
           Prince's horse, unaware of the blood
           dripping from the slipper.
          As the STEWARD steps back, he notices a tiny speck of blood
          on his white glove. He looks up to the PRINCE to show him his
          hand. The PRINCE looks back to FLORINDA who shrugs
          sheepishly.

          INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT

          This time the STEPMOTHER tries to force LUCINDA'S foot into
          the slipper. FLORINDA looks on with a smirk.

           BAKER (V.O.)
           Lucinda was next.

                          LUCINDA

           WHY WON'T IT FIT?

                          STEPMOTHER

           DARLING, BE STILL./ CUT OFF A BIT/

           OF THE HEEL AND IT WILL./
           (she pulls out knife)

           AND WHEN YOU'RE HIS WIFE/ YOU'LL HAVE

           SUCH A LIFE,/ YOU'LL NEVER NEED TO

           WALK!

                         QUICK SHOTS:
          FLORINDA'S hand over LUCINDA'S mouth.
          The KNIFE raised up by the mother.
          LUCINDA'S eyes in fear as we hear a muffled scream and the
          "WOOSH" of a knife--

          EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - NIGHT

          The PRINCE and STEWARD wait impatiently in the torchlight.

           BAKER (V.O.)
           Minus a heel, Lucinda did her best to
           swallow the pain.
          At last, LUCINDA appears, masking her pain with a smile, and
          limps towards the PRINCE. She is followed by her MOTHER and

          SISTER.

                          65

                         

                          STEPMOTHER
           It's a perfect fit, Your Highness!
          LUCINDA winks at the PRINCE flirtatiously, then promptly
          faints to the ground with a thud. The shoe falls from her
          foot. The PRINCE nods to the STEWARD who walks over and
          gingerly picks up the bloody slipper.

                          C'S PRINCE
           Have you no other daughters?

                          STEPMOTHER
           Only a little stunted kitchen wench,
           which her late father left behind but
           she cannot present herself. She is too
           dirty.
          Out of the shadows, CINDERELLA appears.
          The STEWARD hands the slipper to the Prince, who kneels down
          in front of CINDERELLA and easily slips it on her foot.

                          C'S PRINCE
           I would recognize these beautiful eyes
           anywhere. This is the true bride!
          The PRINCE sweeps CINDERELLA off her feet and leads her to
          his horse. The two of them ride off.
          FLORINDA and LUCINDA watch, not at all happy. Then they hear
          a CAWING (the sound of birds) overhead. They look up,
          alarmed.
          BIRD'S POV. Far below, FLORINDA and LUCINDA cower together,
          dreading what is to come as the CAMERA rushes towards them.

           BAKER (V.O.)
           As punishment for their cruelty,
           Cinderella's birds swooped down upon
           the Stepsisters... and blinded them.
          The BIRDS enter the picture frame, more and more, their
          CAWING rising to a crescendo until their flapping wings are
          all we see.

          EXT. MARSHLAND - NIGHT - CONTINUOUS

          RAPUNZEL is alone in a mossy bower on an isolated island in
          the middle of swamp waters filled with POISONOUS SNAKES. She
          hums a sad refrain.

           BAKER (V.O.)
           As for Rapunzel, the Witch had
           banished her to a swamp in the darkest
           depths of the forest.
          ANOTHER ANGLE. The R-PRINCE with a ragged scarf wrapped
          around his now blinded eyes, sits slumped over on his horse
          as the animal navigates its way through the marshy expanse.
          The R-PRINCE lifts his head as he hears RAPUNZEL'S singing.

                          66

                         
          Could it be? The horse, seemingly knowing the way, follows
          the sound as the R-PRINCE calls her name.

                          R'S PRINCE
           Rapunzel? Rapunzel?

          ANGLE ON RAPUNZEL
          She looks up and cries with delight when she sees her PRINCE
          across the water.

                          RAPUNZEL
           My darling!
          She jumps into the swamp, fearlessly ignoring the SNAKES,
          until she reaches terra firma and her man.
          R-PRINCE falls from his horse onto the ground.

                          R'S PRINCE
           Rapunzel? Is it you?
          RAPUNZEL reaches him and rips off his scarf. She kneels to
          cradle his face, weeping.

                          RAPUNZEL
           How could she do this to you?
          EXTREME CLOSE-UP: RAPUNZEL'S TEAR falls into the R-PRINCE'S
          blind eye.
          The PRINCE'S vision is restored.

                          R'S PRINCE

                          (ASTONISHED)
           Rapunzel!

                          RAPUNZEL
           What?

                          R'S PRINCE
           I can see you!
          The two of them embrace. At the same time, we hear MOOING.

          EXT. WOODS - TALL TREES - NIGHT

          The BAKER is pulling a very obstinate WHITE COW through the
          woods. He looks up at the MOON which is almost completely
          covered in SHADOW.

                          BAKER
           (to the COW)
           Come on! We don't have any time...
          Then the WIFE rushes in from another direction, carrying the

          SLIPPER.

                          67

                         

                          WIFE
           I've found you!
           (sees the cow)
           You've got the cow!

                          BAKER
           You've got the slipper!

                          WIFE
           We've all four!
          They hug with delight but are quickly startled by the WITCH
          who appears in the hollow of a tree.

                          WITCH
           I see a cow. I see a slipper.

                          BAKER
           And the cape as red as blood.

                          WIFE
           And the hair as yellow as corn.

                          BAKER
           We've done it!

                          WIFE
           We've got them all.
          But suddenly the WITCH is suspicious.

                          WITCH
           Wait a minute!

                          (BEAT)
           That cow doesn't look as white as milk
           to me.

                          WIFE
           Of course she is.
          A desperate glance at the BAKER. He couldn't have screwed
          this up -- could he?

                          WIFE (CONT'D)
           She has to be!
          The WITCH walks over and smacks the animal. Flour puffs off
          its back.

                          WITCH
           This cow has been covered with flour!

                          WIFE
           (To the BAKER)
           What? You didn't get a real white cow?
          The BAKER turns to the WITCH.

                          BAKER
           We had a cow as white as milk.
           Honestly we did.

                          68

                         

                          WITCH
           Then where is she?

                          WIFE
           She's dead.

                          BAKER
           And we thought you'd prefer a live
           cow.

                          WITCH
           Of course I'd prefer a live cow! So
           show me the dead cow and I'll bring
           her back to life!

          EXT. WOODS - COW'S GRAVE - NIGHT

          JACK'S MOTHER is madly hurrying through the woods, searching
          for JACK. She hears HARP MUSIC -- and that carries her to
          JACK, sitting with his harp next to the mound where
          MILKY-WHITE has been covered with LEAVES.

                          JACK'S MOTHER
           Jack! There you are! I've been worried
           sick about you! There's a dead giant
           in our backyard!

                          JACK
           There is?

                          JACK'S MOTHER
           You know there is. You could have been
           crushed!

                          JACK
           But Mother, look. The most beautiful
           harp.

                          JACK'S MOTHER

                          (CONFLICTED)
           You've stolen too much.
          She cuffs the back of his head... then hugs him.

           JACK'S MOTHER (CONT'D)
           You could have been killed coming down
           that plant.
          The WITCH, the BAKER and the WIFE hurry towards the leafy
          mound.

                          WIFE
           We're running out of time!

                          BAKER
           It's here...

                          JACK
           What's happening?

                          69

                         

                          BAKER
           She's going to bring Milky-White back
           to life.

                          JACK

                          (AMAZED)
           She can do that?

                          BAKER
           She's a witch! She can do anything!

                          JACK
           Wow!

                          WITCH
           Stand back!
          They quickly move away, and the WITCH invokes some
          unintelligible incantation, and with the wave of her cape,
          the DEAD COW comes back to life, shaking off the leaves.
          JACK races over to her.

                          JACK
           Milky-White. You're back! I missed you
           so much!
          The BAKER looks up at the MOON...only a slither left, the
          rest covered by SHADOW.

                          BAKER
           It's almost midnight!

                          WITCH
           Quiet! Feed the objects to the cow.

                          WIFE
           What?

                          WITCH
           You heard me! Feed them to the cow!
          The WIFE and BAKER walk towards the COW and begin feeding it
          a portion of the ingredients. Not an easy chew for the
          animal.
          The WITCH hands them a silver chalice.

                          WITCH (CONT'D)
           Fill this!

                          JACK
           I'll do it. She'll only milk for me.
          JACK begins milking the cow, the others watching intently,
          but alas, nothing is coming out.

                          JACK (CONT'D)
           Squeeze, pal! You can do it.

                          70

                         
          He tries harder to no avail. The WITCH goes over and looks
          into the goblet. Nothing.

                          WITCH
           Wrong ingredients. Forget about a
           child!

                          WIFE
           Wait! We followed your instructions.
           One, the cow is as white as milk.
           Correct?

                          WITCH
           Yes.

                          WIFE
           And two, the cape was certainly as red
           as blood.

                          WITCH
           Yes.

                          WIFE
           And three, the slipper--

                          WITCH
           Yes.

                          BAKER
           And four, I compared the hair with
           this ear of corn.

                          WIFE
           I pulled it from a maiden in a tower

                          AND--

                          WITCH
           You what?! What were you doing there?

                          WIFE
           Well, nothing. I happened to be

                          PASSING BY--

                          WITCH
           I touched that hair! I told you! I
           cannot have touched the ingredients!

                          BAKER/WIFE

                          (MOANING)
           Nooooo...

                          JACK
           The corn! The corn!

                          BAKER
           What?
          JACK grabs the ear of corn out of the BAKER'S hand.

                          JACK
           You can use the silky hair of the corn--

                          71

                         

                          WITCH
           Yes! Pull it from the ear and feed it
           to the cow. Quickly!
          The BAKER grabs the ear of corn from JACK, pulls the hair
          from the corn and feeds it to the cow.
          JACK begins milking the cow again. We hear the distant CHIMES
          OF MIDNIGHT begin.
          Light pours from above bathing them in a growing haze of BLUE
          LIGHT as the SHADOW finally eclipses the MOON. The COW lets
          out a BLOODCURDLING MOAN.

                          WIFE
           It's working!

                          JACK
           She's milking!
          The WITCH grabs the chalice.

                          WITCH
           At last!
          The WITCH drinks the potion. She begins to shake. Blue smoke
          begins to pour from her and swirl about as if she is trapped
          inside a cloud. The WIFE lets out a shriek..
          The BAKER looks at his WIFE, her belly begins to grow to nine-
          months-full of pregnancy.

                          BAKER
           That was quick!
          The cloud that has surrounded the WITCH now engulfs the area
          until a brisk wind blows it away, revealing a beautiful woman
          standing in the BLUE LIGHT of the FULL MOON. The WITCH has
          been restored to her former self, and she likes what she
          sees.
          The final CHIME OF MIDNIGHT is joined by every other BELL IN
          THE KINGDOM -- a joyous cacophony as we:

                          CUT TO:

          EXT. ROAD TO KING'S CASTLE/KING'S CASTLE - A NEW DAY

          GOLDEN ROSE PETALS fill the air, swirling across the screen.
          PULLING BACK we see that the petals are being thrown by
          CHEERING SUBJECTS who toss more into the air as they clamor
          to catch a glimpse of CINDERELLA and her PRINCE on their
          wedding day.
          MUSIC. CINDERELLA'S carriage resplendent in gold drawn by
          black stallions passes. She sits demurely smiling as her
          PRINCE plays to the PASSERS-BY. This comes easily to him.

                          72

                         

           BAKER (V.O.)
           And it came to pass, all that seemed
           wrong was now right. The Witch
           succeeded in reversing her mother's
           curse. Cinderella finally stopped
           running from her Prince.
          CINDERELLA'S POV on the crowd.
          She sees JACK and his MOTHER waving; JACK'S MOTHER is over-
          dressed in brand new clothes including a ridiculous
          "fascinator" hat.

           BAKER (V.O.)
           Jack was reunited with his beloved cow
           and his mother could now dress in the
           best a golden egg could buy.
          Cinderella now sees the BAKER and his WIFE standing amongst
          the crowd, the WIFE holding their new BABY BOY.

           BAKER (V.O.)
           And the Baker and his Wife were proud
           parents of a strapping baby boy.
          The WIFE shows her the BABY.

                          WIFE
           (calling to her)
           Thanks for the slipper.
          The carriage arrives at the entrance to the castle. As the
          PRINCE and CINDERELLA step from their carriage they are met
          by cheers.
          The STEPFAMILY awaits the married couple. The beaming
          STEPMOTHER with her DAUGHTERS who are now wearing dark
          glasses, holding canes and looking rather glum.
          RAPUNZEL stands with her PRINCE.
          The CROWD ROARS as CINDERELLA and her PRINCE wave.
          The STEWARD takes up a large speaking trumpet and the CROWD
          quiets.

                          STEWARD
           Let us cheer the newlyweds as they
           embark on their happy bliss today, and

                          EVER AFTER--

           BAKER (V.O.)
           And so with the kingdom filled with
           joy, those who deserved to were
           destined to live happily ever...

                          73

                         
          Suddenly the earth SHAKES with a mighty force, tossing
          CINDERELLA and her PRINCE (mid-kiss), along with their
          ATTENDANTS and the entire CROWD to the ground. A piece of the
          CASTLE comes CRASHING DOWN. Chaos ensues.
          JACK'S MOTHER stands up and looks around. No sign of JACK.

                          JACK'S MOTHER
           Jack? Jack...?
          ANGLE ON BAKER and his WIFE.

                          BAKER

                          (STUNNED)
           Are you alright?

                          WIFE
           I think so.

                          BAKER
           And the baby?

                          WIFE
           Yes, he's fine.
          There is another AFTERSHOCK.
          ANGLE ON RAPUNZEL. She is spooked by the commotion and runs
          off through the crowd and disappears.

                          STEWARD
           (speaking into the

                          HORN)
           Attention! Attention! Let there be no
           panic. NO PANIC! The Royal Prince
           wishes to address his loyal subjects.
           Attention!
          The R-PRINCE searches the crowd for RAPUNZEL. Those who
          haven't fled, quiet and gather around. The C-PRINCE takes the
          horn.

                          C'S PRINCE
           There's no need for worry. It was an
           earthquake in a far-off quadrant of
           our kingdom. Nothing to fear at all.
           As many of you know, we had another
           little shaker just days ago. I will
           personally investigate the
           disturbance. Now everyone, back to
           your villages, and on with your lives!

          EXT. KINGDOM - DAY

          A dense mist settles across the kingdom. In the distance a
          beanstalk stretches up to the sky. C'S PRINCE and his RETINUE
          gallop away from the destroyed castle into the woods.

                          74

                         

           BAKER (V.O.)
           But as they made their way back into
           the woods, their familiar paths were
           nowhere to be found and their lives
           were about to take an unexpected turn.

          EXT. WOODS - FLOWERED PATH - DAY

          The BAKER and his WIFE are walking down a path -- or the
          remnants of a path.

                          WIFE
           What's happened? Everything's so
           different.
          They discover LRRH sitting on her suitcase in what was once a
          lush area, now trampled and broken.

                          BAKER
           Hello, little one. Are you alright?
           What are you doing here? With a
           suitcase?

                          LRRH
           I'm moving in with Granny. Our whole
           village collapsed. I couldn't find my
           mother anywhere. And now I can't find
           my Granny's cottage.

                          BAKER
           What do you mean?

                          LRRH
           I went down the dell, and I didn't
           recognize anything. There was no path.
           (getting worked up)
           Where's the stream? Where's the
           bridge? Where's Granny?

                          WIFE
           Calm down.

                          BAKER
           We can help you find Granny's without
           the path.

                          WIFE
           Yes.
          The WIFE is exhausted. She hands the BABY to the BAKER.

                          WIFE (CONT'D)
           Please take him for a few moments.
          The BAKER is clearly uncomfortable holding the BABY. They
          continue walking. The BABY begins to cry.

                          BAKER
           Why does he always cry when I hold
           him?

                          75

                         

                          WIFE
           You needn't hold him as if he was so
           fragile.
          The BABY wails. The BAKER hands the bundle back.

                          BAKER
           He doesn't want me. He wants his
           mother!

                          WIFE
           I can't take care of him all of the
           time.

                          BAKER
           I'll take care of him -- when he's
           older...
          They hear COMMOTION in the distance.

                          WIFE
           Who might that be?

                          BAKER
           It's the Steward and the royal family.

          EXT. WOODS - TALL TREES - DAY - CONTINUOUS

          Through a thick haze, the BAKER sees the STEWARD, the
          STEPFAMILY and a few SERVANTS carrying trunks and tending to
          the blind, hobbling STEPSISTERS.
          The BAKER makes his way to them with his WIFE and LRRH in
          tow.

                          BAKER
           What brings you into the woods?

                          STEWARD
           The castle has been destroyed.

                          WIFE
           No!

                          STEPMOTHER
           The kingdom is under attack.

                          BAKER
           What is the Royal family going to do?

                          STEWARD
           I have no idea! I don't make policy. I
           just carry it out.

                          WIFE
           (to the Baker)
           I think it best we get back to the
           village. We'll take the girl with us.
          She holds out a hand for LRRH.

                          76

                         

                          WIFE (CONT'D)
           You come with us.
          LRRH takes her hand.
          But then the ground begins to shake. A frightening and
          increasingly loud crunching noise. They fight for their
          footing.
          The STEPFAMILY drop their belongings and rush to each other.
          The BAKER puts his arm around his WIFE.
          Everyone's faces fill with terror as a huge shadow engulfs
          them.

                          WIFE (CONT'D)
           It's a giant!

                          BAKER
           A giant woman!
          Through the trees we see the furious face of a female GIANT.
          We never see her in her entirety -- but the volume of her
          voice matches her size.

                          GIANT
           Where is the lad who killed my
           husband?

                          STEWARD
           There is no lad here!

                          BAKER
           We haven't seen him.
          The WITCH, who has slipped in behind the group, comes forward
          startling everyone and moves directly to the GIANT.

                          WITCH
           We'll get him for you right away.
           Don't move!
          LRRH races past the WITCH and brandishes her knife.

                          LRRH
           It was you who destroyed our house -
           not an earthquake.

                          GIANT
           And who destroyed my house? I want
           him!
          A great bellow that makes the trees shake.
          The WITCH moves towards the STEPSISTERS.

                          WITCH
           Would you like a blind girl instead?

                          77

                         
          FLORINDA and LUCINDA scream. The STEPMOTHER takes them in her
          embrace.

                          STEPMOTHER
           How dare you? She wants the boy!
          And then JACK'S MOTHER arrives. Innocently, she asks the
          worst question possible.

                          JACK'S MOTHER
           Jack! Has anyone seen my Jack? He ran
           off again and I've been...
          Everyone stares at her. JACK'S MOTHER does a slow take
          looking up and discovering the GIANT.

                          STEWARD
           (meaning the GIANT)
           She's looking for him too.

                          GIANT
           Give him to me!
          The GIANT suddenly reaches down. They all quickly duck out of
          the way.
          JACK'S MOTHER runs forward to confront the GIANT.

                          JACK'S MOTHER
           Jack is just a lad! We had no food to
           eat so he sold his beloved cow in
           exchange for magic beans.

                          GIANT
           The boy - I want the boy!

                          JACK'S MOTHER
           You leave my boy alone!

                          GIANT
           You're making me very angry!
          The GIANT stomps her foot in anger.

                          GIANT (CONT'D)
           I'm waiting!
          They all lose their balance. The STEWARD uses his staff to
          hold JACK'S MOTHER back, trying to silence her.

                          STEWARD
           Don't make her angry, woman, or you'll
           get us all killed!
          But JACK'S MOTHER is in full flow, facing up to the GIANT.

                          78

                         

                          JACK'S MOTHER

                          (LOSING CONTROL)
           Flouncing through our kingdom with
           your great big clodhopppers,
           destroying everything in your path.

                          STEWARD
           Stop!

                          BAKER
           Don't upset the Giant!

                          JACK'S MOTHER
           You big bully! I'll hide my son and
           you'll never find him. You'll never,
           ever...

                          STEWARD
           Get back woman!
          The STEWARD forcefully pulls JACK'S MOTHER behind him. She
          trips and falls.

                          STEWARD (CONT'D)
           (to the GIANT)
           The boy is hiding in the steeple
           tower. You can find him there.

                          STEPMOTHER
           Yes, that's true.

                          FLORINDA LUCINDA
          Yes. The steeple tower. We saw him there!

                         

                          GIANT
           If he is not, I will return tonight
           and find you! All of you!
          The GIANT takes off, the power of her footsteps forcing
          everyone to hold on to one another for safety.
          The BAKER'S WIFE sees JACK'S MOTHER, who is still lying on
          the ground. She goes to her.

                          WIFE
           Look! What have you done to her?

                          STEWARD
           I didn't mean to hurt her. I was just
           thinking of the greater good.
          The BAKER steps forward, taking charge.

                          BAKER
           Listen everyone. If we're going to get
           through this we have to stick
           together.

                          79

                         

                          STEPMOTHER

                          (SINCERE)
           Some people are cut out to battle
           giants, and others are not. I don't
           have the constitution. And as long as
           I can be of no help, I'm going to
           hide.
           (to her retinue)
           Let's go!
           (she turns back)
           Everything will work out fine in the
           end.

                          WITCH
           Not always.
          The STEPFAMILY leaves.

                          WITCH (CONT'D)
           I don't know where they think they're
           going. The giant's already destroyed
           the entire village. Only thing left of
           my garden are these beans.

                          LRRH
           What are we going to do now?

                          WITCH
           We have no choice. Find the boy and
           give her what she wants.

                          LRRH
           But if we do, she'll kill Jack.

                          WITCH
           And if we don't she'll kill half the
           kingdom!
          She rushes back into the woods.

                         
          JACK'S MOTHER stirs and sits up.

                          JACK'S MOTHER
           Promise me you won't let them get
           Jack. Promise!

                          BAKER
           Okay, I promise.

          EXT. WOODS - RAPUNZEL'S TOWER - DAY

          We follow the WITCH as she makes her way in search of
          RAPUNZEL. She comes to their tower, now fallen. Sitting upon
          a pile of rubble, a bereft RAPUNZEL clutches her cape as she
          cries.

                          WITCH
           Rapunzel! You're safe! Thank goodness.

                          80

                         

                          RAPUNZEL
           Who are you?

                          WITCH
           Surely you remember?

                          (PLEASED)
           Of course you don't recognize me!

                          RAPUNZEL

                          (STUNNED)
           Mother?

                          WITCH
           This is who I truly am, my dear. Now
           you don't have to be embarrassed by
           me. You must come with me. There's a
           Giant in the land.
          She moves towards RAPUNZEL -- but suddenly the R-PRINCE rides
          up on his white steed. He jumps off and rushes to RAPUNZEL.

                          R'S PRINCE
           My darling. Are you all right? Why did
           you run off?

                          RAPUNZEL
           I was afraid.

                          R-PRINCE
           You never have to be afraid. Now come
           with me.

                          WITCH
           She's not going with you!

                          (TO RAPUNZEL)
           You will come with me.
          RAPUNZEL pulls away and turns on the WITCH.

                          RAPUNZEL
           I will not come with you!

                          WITCH
           Then you leave me no choice.
          The WITCH pulls RAPUNZEL behind her and tries to cast a spell
          on R'S PRINCE. Nothing. She tries again. Still nothing.
          The PRINCE takes notice of the Witch.

                          R'S PRINCE
           You! The one who blinded me.

                          RAPUNZEL

                          (ACCUSING)
           And locked me in a tower.

                          81

                         

                          WITCH

                          (SWEETLY)
           To protect you.

                          RAPUNZEL
           ...and then banished me to an island --
           in the middle of a swamp!

                          WITCH
           I was just trying to be a good mother!

                          R'S PRINCE

                          (URGING HER)
           Rapunzel...
          RAPUNZEL takes one look at her MOTHER then moves to the

          PRINCE.

                          WITCH
           Rapunzel, no! You will never be safe
           with him.

                          RAPUNZEL
           Take me away from here.
          R-PRINCE pulls RAPUNZEL up onto his horse.

                          WITCH
           No! Rapunzel!

                          RAPUNZEL
           Don't you understand? I never want to
           see you again. Ever!
          ANGLE ON THE WITCH watching RAPUNZEL ride into the woods.

                          WITCH

                          (TO HERSELF)

           NO MATTER WHAT YOU SAY,/ CHILDREN

           WON'T LISTEN./ NO MATTER WHAT YOU

           KNOW,/ CHILDREN REFUSE/ TO LEARN.

           GUIDE THEM ALONG THE WAY,/ STILL THEY

           DON'T LISTEN./ CHILDREN CAN ONLY GROW/

           FROM SOMETHING YOU LOVE/ TO SOMETHING

           YOU LOSE...

          EXT. WOODS - TALL TREES - DUSK

          At first, we just see TREES.

           BAKER (O.S.) BAKER'S WIFE (O.S.)
          Jack! Jack!

                         

           LRRH (O.S.)
           Jack!
          Then the BAKER, the BAKER'S WIFE and LRRH appear, still
          looking for JACK. They come to a halt.

                          82

                         

                          BAKER
           We're never going to find him.

                          WIFE
           We should fan out. It'll increase our
           chances.

                          BAKER
           No. You can't be on your own.

                          WIFE
           I'll be all right.

                          BAKER
           What if we get lost?

                          WIFE
           We'll count our steps from right here.

                          LRRH
           I'll go, too.

                          WIFE
           No. You stay with the baby.
          The WIFE hands LRRH the baby and sits her down.

                          BAKER
           (pulling her aside)
           You would leave our son with her?

                          WIFE
           Yes. He's asleep. He'll be safe with
           the girl.

                          LRRH

                          (ASSUMING MATURITY)
           I am very capable of caring for the
           baby.

                          WIFE
           See?

                          BAKER
           But what if the Giant comes back...

                          WIFE
           What if, what if! Five hundred paces.
           Go!
          The WIFE turns and starts walking.

                          WIFE (CONT'D)
           One, two...
          The BAKER stops her. He unties his SCARF.

                          BAKER
           Wait! Take this. It might be cold.

                          83

                         
          The BAKER wraps his scarf around her neck and looks at her,
          reluctant to let her go alone.
          The WIFE turns away and begins to count her steps as she
          walks off. The BAKER goes off in the opposite direction.

                          WIFE/BAKER

                          (OVERLAPPING)
           One...two...three...four...

          EXT. WOODS - ROOT HOLLOW - DUSK

          The PRINCE is watering his horse in a GIANT footprint. The
          WIFE enters counting.

                          WIFE
           One eighty-one...one eighty-two... one
           eighty-three... one eighty-four...
           (looks up; startled;

                          (BOWS)
           Hello, Your Royal Highness.

                          C'S PRINCE
           Hello.

                          WIFE
           You must be here to slay the Giant.

                          C'S PRINCE
           The Giant?

                          WIFE
           Yes. Surely you've heard there is a
           giant in our midst.

                          (BEAT)
           Not an earthquake...

                          C'S PRINCE
           Of course. A giant.

                          WIFE
           Yes, it's a lady giant. Unusual, huh?

                          C'S PRINCE
           I should think. And why are you alone
           in the woods?

                          WIFE
           I came with my husband. We were ...
           well you see ... it's a long story.

                          C'S PRINCE
           He would let you roam alone in the
           woods?

                          WIFE
           No, actually it was my choice.

                          C'S PRINCE
           How brave.

                          84

                         

                          WIFE
           Brave?

                          C'S PRINCE
           Yes./ ANYTHING CAN HAPPEN IN THE

           WOODS./ MAY I KISS YOU?/ ANY MOMENT WE

           COULD BE CRUSHED.

                          WIFE

                          UH--

                          C'S PRINCE

           DON'T FEEL RUSHED.
          He kisses her. She succumbs for a moment, then pulls away.

                          WIFE

           THIS IS RIDICULOUS,/ WHAT AM I DOING

           HERE?/ I'M IN THE WRONG STORY.
          He goes in for another kiss and she pulls away once more.

                          WIFE (CONT'D)
           Wait one moment, please! We can't do
           this! You have a Princess!

                          C'S PRINCE
           Well, yes, I do.

                          WIFE
           And I have a...baker.

                          C'S PRINCE
           Of course, you're right. How foolish./

           FOOLISHNESS CAN HAPPEN IN THE WOODS./

           ONCE AGAIN, PLEASE--/ LET YOUR

           HESITATIONS BE HUSHED.

           ANY MOMENT, BIG OR SMALL,/ IS A

           MOMENT, AFTER ALL./ SEIZE THE MOMENT,

           SKIES MAY FALL/ ANY MOMENT.
          He kisses her again.

                          WIFE

                          (STEPPING BACK)
           But this is not right!

                          C'S PRINCE

           RIGHT AND WRONG DON'T MATTER IN THE

           WOODS,/ ONLY FEELINGS./ LET US MEET

           THE MOMENT UNBLUSHED./ LIFE IS OFTEN

           SO UNPLEASANT--/ YOU MUST KNOW THAT,

           AS A PEASANT--/ BEST TO TAKE THE

           MOMENT PRESENT/ AS A PRESENT FOR THE

           MOMENT.
          As the PRINCE takes her into his arms, we PAN UP to see
          CINDERELLA'S BIRDS in the branches looking down at them.

                          85

                         

          EXT. WOODS - C-MOTHER'S GRAVE - DUSK

          We TRACK with the BAKER before he comes upon CINDERELLA
          crying at what's left of her MOTHER'S GRAVESTONE and tree.

                          BAKER
           Four eighty two... four eighty
           three...

                          (BEAT)
           Excuse me, ma'am. Have you seen a
           boy...
           (notices she is

                          CRYING)
           I'm sorry, may I be of some service?
          She looks to the BAKER and immediately turns her head for
          fear she will be recognized.

                          CINDERELLA
           The tree has fallen. Mother's grave,
           destroyed.

                          BAKER

                          (CONFUSED)
           Oh. I'm sorry.

                          CINDERELLA
           I shouldn't complain. I'm sure others
           have suffered worse after the
           earthquake.

                          BAKER
           Earthquake? It's no earthquake --
           there's a giant terrorizing the
           kingdom!

                          CINDERELLA
           Well, I'm sure the Prince will see to
           it that the Giant is rid from our
           land.

                          BAKER
           Hah, the Prince? No doubt he's off
           somewhere seducing some young maiden.

                          CINDERELLA
           (She turns to him)
           What?

                          BAKER
           You look just like the Princess -- but
           dirty. Oh no, you are the Princess!
          He drops to his knees and bows.

                          CINDERELLA
           Please. Please... Get up! I'm not a
           princess here.

                          BAKER
           I'm sorry. I didn't recognize you.

                          86

                         

                          CINDERELLA
           I had to disguise myself. I'm not
           permitted to leave the palace
           unescorted.
          CINDERELLA looks away towards the wreckage of her mother's
          grave.

                          BAKER
           If you'd like you can come with me.
           You will be safe in our company.
          CINDERELLA thinks for a moment, then nods.

                          CINDERELLA
           Thank you.

                          BAKER
           This way.

          EXT. WOODS - ROOT HOLLOW - DUSK

          The C-PRINCE is wrapped in an embrace with the WIFE. He
          suddenly breaks away.

                          C'S PRINCE
           I must leave you.
          She looks at him confused. He walks over to his horse and
          mounts it.

           C'S PRINCE (CONT'D)
           Now I must go off to slay a giant. I
           shall not forget you. How brave you
           are to be alone in the woods. And how
           alive you've made me feel.
          And just like that, he rides off leaving a cloud of dust in
          his wake.

                          WIFE
           What was that?/ WAS THAT ME?/ WAS THAT

           HIM?/ DID A PRINCE REALLY KISS ME?/

           AND KISS ME?/ AND KISS ME?/ AND DID I

           KISS HIM BACK?

           WAS IT WRONG?/ AM I MAD?/ IS THAT

           ALL?/ DOES HE MISS ME?/ WAS HE

           SUDDENLY/ GETTING BORED WITH ME?

           WAKE UP! STOP DREAMING./ STOP PRANCING

           ABOUT THE WOODS./ IT'S NOT BESEEMING./

           WHAT IS IT ABOUT THE WOODS?

           BACK TO LIFE, BACK TO SENSE,/ BACK TO

           CHILD, BACK TO HUSBAND,/ NO ONE LIVES

           IN THE WOODS./ THERE ARE VOWS, THERE

           ARE TIES,/ THERE ARE NEEDS, THERE ARE

           STANDARDS,/ THERE ARE SHOULDN'TS AND

           SHOULDS.
           (she stops for a

                          MOMENT)

                          (MORE)

                          87

                         

                          WIFE (CONT'D)

           WHY NOT BOTH INSTEAD?/ THERE'S THE

           ANSWER, IF YOU'RE CLEVER:/ HAVE A

           CHILD FOR WARMTH/ AND A BAKER FOR

           BREAD,/ AND A PRINCE FOR WHATEVER--/

           NEVER!/ IT'S THESE WOODS.
          She begins retracing her steps.

                          WIFE (CONT'D)

                          (SHE CONTINUES)

           FACE THE FACTS, FIND THE BOY,/ JOIN

           THE GROUP, STOP THE GIANT,/ JUST GET

           OUT OF THESE WOODS./ WAS THAT HIM? YES

           IT WAS./ WAS THAT ME? NO, IT WASN'T,/

           JUST A TRICK OF THE WOODS.

           JUST A MOMENT,/ ONE PECULIAR PASSING

           MOMENT...

           MUST IT ALL BE EITHER LESS OR MORE,/

           EITHER PLAIN OR GRAND?/ IS IT ALWAYS

           "OR"?/ IS IT NEVER "AND"?/ THAT'S WHAT

           WOODS ARE FOR:/ FOR THOSE MOMENTS IN

           THE WOODS.
          She stops to catch her breath and make sure she's on the
          right path.

                          WIFE (CONT'D)

           OH, IF LIFE WERE MADE OF MOMENTS,/

           EVEN NOW AND THEN A BAD ONE--!/ BUT IF

           LIFE WERE ONLY MOMENTS,/ THEN YOU'D

           NEVER KNOW YOU HAD ONE.
           (on the move again)

           FIRST A WITCH, THEN A CHILD,/ THEN A

           PRINCE, THEN A MOMENT--/ WHO CAN LIVE

           IN THE WOODS?/ AND TO GET WHAT YOU

           WISH,/ ONLY JUST FOR A MOMENT--/ THESE

           ARE DANGEROUS WOODS...

           LET THE MOMENT GO./ DON'T FORGET IT

           FOR A MOMENT, THOUGH./
          The WIFE looks in the direction of where the C-PRINCE exited.

                          WIFE (CONT'D)

           JUST REMEMBERING YOU'VE HAD AN "AND,"/

           WHEN YOU'RE BACK TO "OR"/
          She looks down to the BAKER'S scarf and pulls it from her
          waist.

                          WIFE (CONT'D)

           MAKES THE "OR" MEAN MORE/ THAN IT DID

           BEFORE./ NOW I UNDERSTAND--/ AND IT'S

           TIME TO LEAVE THE WOODS!
          With newfound determination to return to her husband, she
          ties the scarf around her neck and begins to trace her steps

                         BACK:

                          WIFE (CONT'D)
           One eighty-four... one eighty-three...
           one eighty-two...

                          88

                         
          She stops. An ominous expression crosses her face. We begin
          to hear the pounding steps of the GIANT moving closer. The
          WIFE scrambles up a steep incline trying to find a way to get
          out of the GIANT'S path. She makes it to the top, but
          realizes there is no way down on the other side.
          As the GIANT'S footsteps near, the WIFE is engulfed in
          darkness. Trees begin to fall around her and as the earth
          shakes, she loses her balance and falls backwards with a
          scream.

          EXT. WOODS - TALL TREES - NIGHT

          The BAKER is pacing back and forth. CINDERELLA is tending to
          the BABY. LRRH sits staring sadly into space.

                          BAKER
           She should be back by now.

                          LRRH
           She wouldn't get lost.

                          CINDERELLA
           I'm sure she'll return.

                          BAKER
           No, I must go and look for her--
          They hear a commotion. It's the WITCH, who has JACK by the
          scruff of the neck.

                          WITCH
           Look who I found!

                          JACK
           You're hurting me!
          The WITCH continues pulling the boy along.

                          BAKER
           Let go of him!

                          WITCH
           I'll let go of him when I give him to
           the Giant.

                          JACK
           Make her stop!

                          LRRH
           Leave him alone!
          LRRH goes to try and pull JACK away from the WITCH. A tussle
          ensues, and the BAKER notices that JACK has dropped
          something. He goes over and picks up his SCARF.

                          BAKER
           (at the top of his

                          LUNGS)
           Stop! I said stop!

                          89

                         
          They do. The BAKER moves to JACK.

                          BAKER (CONT'D)
           Where did you find this?
          The WITCH releases JACK.

                          JACK
           I'm sorry, sir...

                          BAKER
           It's my wife's!

                          JACK
           I'm sorry. I came upon her. She was at
           the bottom of a cliff...

                          BAKER
           What are you saying?
          JACK can't say the words.

                          CINDERELLA
           How awful...

                          BAKER
           No. No...!
          As the truth sinks in.

                          BAKER (CONT'D)
           This is my fault. I let her wander off
           alone. I should have made her stay
           with me.

                          WITCH

                          (IMPATIENT)
           Remorse will get you nowhere.

                          BAKER

                          (ANGRY)
           My wife is dead!

                          WITCH
           Wake up! When you're dead, you're
           dead.
           (goes after JACK)
           Now it's time to get this boy to the
           Giant before we're all--
          CINDERELLA and LRRH block her way.

                          CINDERELLA
           Keep away from him.

                          LRRH
           No!

                          90

                         

                          WITCH
           This is no time to be soft-hearted!
           He's going to the Giant and I'm taking
           him.
          The BAKER grabs hold of JACK.

                          BAKER
           Yes! He's the one to blame! It's
           because of you there's a giant in our
           midst and my wife is dead!

                          JACK

           BUT IT ISN'T MY FAULT,/ I WAS GIVEN

           THOSE BEANS!/ YOU PERSUADED ME TO

           TRADE AWAY/ MY COW FOR BEANS!/ AND

           WITHOUT THOSE BEANS/ THERE'D HAVE BEEN

           NO STALK/ TO GET UP TO THE GIANTS/ IN

           THE FIRST PLACE!
          This becomes one big game of "tag", the group reconstituting
          itself as they gang up on whomever they think is the guilty
          party.

                          BAKER

           WAIT A MINUTE--/ MAGIC BEANS/ FOR A

           COW SO OLD/ THAT YOU HAD TO TELL/ A

           LIE TO SELL/ IT, WHICH YOU TOLD!/ WERE

           THEY WORTHLESS BEANS?/ WERE THEY

           OVERSOLD?/ OH, AND TELL US WHO/

           PERSUADED YOU/ TO STEAL THAT GOLD!

                          LRRH

                          (TO JACK)

           SEE, IT'S YOUR FAULT.

                          JACK

           NO!

                          BAKER

           YES, IT'S YOUR FAULT.

                          JACK

           NO!

                          LRRH

           YES, IT IS!

                          JACK

           IT'S NOT!

                          BAKER

           IT'S TRUE.

                          JACK

           WAIT A MINUTE, THOUGH--/ I ONLY

           STOLE THE GOLD/ TO GET MY COW BACK/

           FROM YOU!
          They turn on the BAKER.

                          91

                         

                          LRRH

           SO IT'S YOUR FAULT!

                          JACK

           YES!

                          BAKER

           NO, IT ISN'T!/ I'D HAVE KEPT THOSE

           BEANS,/ BUT OUR HOUSE WAS CURSED./ SHE

           MADE US GET A COW/ TO GET THE CURSE

           REVERSED!
          They march over to the WITCH who stands firm.

                          WITCH

           IT'S HIS FATHER'S FAULT/ THAT THE

           CURSE GOT PLACED/ AND THE PLACE GOT

           CURSED/ IN THE FIRST PLACE!

                          LRRH

           OH./ THEN IT'S HIS FAULT!

                          WITCH

           SO.

                          CINDERELLA

           IT WAS HIS FAULT.

                          JACK

           NO.

                          BAKER

           YES, IT IS,/ IT'S HIS.

                          CINDERELLA

           I GUESS...

                          JACK

                          (TO CINDERELLA)

           WAIT A MINUTE, THOUGH--/ I CHOPPED

           DOWN THE BEANSTALK,/ RIGHT? THAT'S

           CLEAR./ BUT WITHOUT ANY BEANSTALK,/

           THEN WHAT'S QUEER/ IS HOW DID THE

           SECOND GIANT GET DOWN HERE/ IN THE

           FIRST PLACE?/ SECOND PLACE...

                          CINDERELLA

           YES!

                          LRRH

           HOW?

                          BAKER

           HMM...

                          JACK

           WELL,/ WHO HAD THE OTHER BEAN?

                          BAKER

           THE OTHER BEAN?

                          92

                         

                          CINDERELLA

           THE OTHER BEAN?

                          JACK

           YOU POCKETED THE OTHER BEAN.

                          BAKER

           I DIDN'T!/ YES, I DID.

                          LRRH

           SO IT'S YOUR FAULT--!

                          BAKER

           NO, IT ISN'T/ `CAUSE I GAVE IT TO MY

           WIFE!

                          LRRH

           SO IT'S HER FAULT--!

                          BAKER

           NO, IT ISN'T!

                          CINDERELLA

           THEN WHOSE IS IT?

                          BAKER

                          (TO CINDERELLA)

           WAIT A MINUTE!/ SHE EXCHANGED THAT

           BEAN/ TO OBTAIN YOUR SHOE,/ SO THE ONE

           WHO KNOWS WHAT HAPPENED/ TO THE BEAN

           IS YOU!
          Moving on CINDERELLA.

                          CINDERELLA

           YOU MEAN THAT OLD BEAN/ THAT YOUR WIFE

           --? OH, DEAR--/ BUT I NEVER KNEW,/ AND

           SO I THREW--/ WELL, DON'T LOOK HERE!

                          LRRH

           SO IT'S YOUR FAULT!

                          CINDERELLA

                          BUT--

                          JACK

           SEE, IT'S HER FAULT--!

                          CINDERELLA

                          BUT--

                          JACK

           AND IT ISN'T MINE AT ALL!

                          BAKER

                          (TO CINDERELLA)

           BUT WHAT?

                          93

                         

                          CINDERELLA

                          (TO JACK)

           WELL, IF YOU HADN'T GONE/ BACK UP

                          AGAIN--

                          JACK

           WE WERE NEEDY--

                          CINDERELLA

           YOU WERE GREEDY!/ DID YOU NEED THAT

           HEN?

                          JACK

           BUT I GOT IT FOR MY MOTHER--!

                          LRRH

           SO IT'S HER FAULT THEN!

                          CINDERELLA

           YES, AND WHAT ABOUT THE HARP/ IN THE

           THIRD PLACE?

                          BAKER

           THE HARP--YES!
          They turn on LRRH.

                          JACK

           SHE WENT AND DARED ME TO!

                          LRRH

           I DARED YOU TO?

                          JACK

           YOU DARED ME TO!/ SHE SAID THAT I WAS

                          SCARED--

                          LRRH

           ME?

                          JACK

           --TO./ SHE DARED ME!

                          LRRH

           NO, I DIDN'T!

           BAKER/CINDERELLA/JACK

           SO IT'S YOUR FAULT!

                          LRRH

           WAIT A MINUTE--!
          Every man for himself because there's enough blame to go
          around.

                          94

                         

                          CINDERELLA BAKER
           (to LRRH) (to JACK)

          IF YOU HADN'T DARED HIM TO-- AND YOU HAD LEFT THE HARP

           ALONE,/

           WE WOULDN'T BE IN TROUBLE/ IN

           THE FIRST PLACE!

                         

                          CINDERELLA

                          LRRH (CONT'D)
           (points to the WITCH)

                          (TO CINDERELLA)

           WELL, IF SHE HADN'T RAISED

          WELL, IF YOU HADN'T THROWN

           THEM IN THE FIRST PLACE--!

          AWAY THE BEAN/ IN THE FIRST

          PLACE--!/ IT WAS YOUR FAULT!

                         

                          JACK

           YES, IF YOU HADN'T RAISED THEM IN THE

           FIRST PLACE--!
          They turn to the WITCH who has her back to them.

           LRRH/BAKER CINDERELLA

          RIGHT! IT'S YOU WHO RAISED YOU RAISED THE BEANS IN THE

          THE BEANS IN THE FIRST PLACE-- FIRST PLACE!

          !

                         

                          JACK (CONT'D)

           IT'S YOUR FAULT!

           CINDERELLA/JACK/LRRH/BAKER
           (charging the WITCH)

           YOU'RE RESPONSIBLE!/ YOU'RE THE ONE TO

           BLAME!/ IT'S YOUR FAULT!
          The WITCH turns on them. She is holding the BAKER'S BABY in
          her arms.

                          WITCH
           Shhhhhhh!

           IT'S THE LAST MIDNIGHT./ IT'S THE LAST

           WISH./ IT'S THE LAST MIDNIGHT,/ SOON

           IT WILL BE BOOM--/ SQUISH!

           TOLD A LITTLE LIE,/ STOLE A LITTLE

           GOLD,/ BROKE A LITTLE VOW,/ DID YOU?

           HAD TO GET YOUR PRINCE,/ HAD TO GET

           YOUR COW,/ HAD TO GET YOUR WISH,/

           DOESN'T MATTER HOW--/ ANYWAY IT

           DOESN'T MATTER NOW.
          She thrusts the BABY into the BAKER'S arms.

                          WITCH (CONT'D)

           IT'S THE LAST MIDNIGHT,/ IT'S THE BOOM

           --/ SPLAT!/ NOTHING BUT A VAST

           MIDNIGHT,/ EVERYBODY SMASHED FLAT!

           NOTHING WE CAN DO--/ NOT EXACTLY

           TRUE:/ WE CAN ALWAYS GIVE HER THE BOY.
          She lunges for JACK, but LRRH and CINDERELLA put themselves
          in her path.

                          95

                         

                          WITCH (CONT'D)

           NO?/ NO, OF COURSE WHAT REALLY MATTERS

           IS THE BLAME,/ SOMEONE YOU CAN BLAME./

           FINE, IF THAT'S THE THING YOU ENJOY,/

           PLACING THE BLAME,/ IF THAT'S THE

           AIM,/ GIVE ME THE BLAME--/ JUST GIVE

           ME THE BOY.

                          LRRH/CINDERELLA

           NO!

                          WITCH
           No?/ YOU'RE SO NICE./ YOU'RE NOT

           GOOD,/ YOU'RE NOT BAD,/ YOU'RE JUST

           NICE./ I'M NOT GOOD,/ I'M NOT NICE,/

           I'M JUST RIGHT./ I'M THE WITCH./

           YOU'RE THE WORLD.

           I'M THE HITCH,/ I'M WHAT NO ONE

           BELIEVES,/ I'M THE WITCH./ YOU'RE ALL

           LIARS AND THIEVES,/ LIKE HIS FATHER,/

           LIKE HIS SON WILL BE, TOO--/ OH, WHY

           BOTHER?/ YOU'LL JUST DO WHAT YOU DO.

                          (OMINOUS)

           IT'S THE LAST MIDNIGHT,/ SO GOODBYE,

           ALL./ COMING AT YOU FAST, MIDNIGHT--/

           SOON YOU'LL SEE THE SKY FALL.
          She pulls out some BEANS from her satchel and THROWS them to
          the ground where they flash upon impact. She knows that
          losing the beans will be her end. The OTHERS scramble to pick
          them up.

                          WITCH (CONT'D)

           HERE, YOU WANT A BEAN?/ HAVE ANOTHER

           BEAN./ BEANS WERE MADE FOR MAKING YOU

           RICH!/ PLANT THEM AND THEY SOAR--/

           HERE, YOU WANT SOME MORE?/ LISTEN TO

           THE ROAR:/ GIANTS BY THE SCORE--!/ OH

           WELL, YOU CAN BLAME ANOTHER WITCH.

           IT'S THE LAST MIDNIGHT,/ IT'S THE LAST

           VERSE./ NOW, BEFORE IT'S PAST

           MIDNIGHT,/ I'M LEAVING YOU MY LAST

           CURSE:/ I'M LEAVING YOU ALONE./ YOU

           CAN TEND THE GARDEN, IT'S YOURS./

           SEPARATE AND ALONE,/ EVERYBODY DOWN ON

           ALL FOURS.

           ALL RIGHT, MOTHER, WHEN?/ LOST THE

           BEANS AGAIN!/ PUNISH ME THE WAY YOU

           DID THEN!/ GIVE ME CLAWS AND A HUNCH,/

           JUST AWAY FROM THIS BUNCH/ AND THE

           GLOOM/ AND THE DOOM/ AND THE BOOM/
          The ground swells beneath her lifting her upwards. Then
          suddenly, the earth deflates into a sinkhole that sucks the
          WITCH to its core, swallowing her up as she lets out her
          final cry.

                          WITCH (CONT'D)

           CRUUUUNCH!

                          96

                         
          The four back up and scatter for safety as a lava-like
          substance oozes from where the Witch disappeared, creating a
          large TAR PIT. As the smoke lifts, the four come together,
          shaken. The BAKER holds the BABY.

                          JACK
           Maybe I shouldn't have stolen from the
           Giant...

                          LRRH
           Maybe I shouldn't have strayed from
           the path...

                          CINDERELLA
           Maybe I shouldn't have attended the
           Ball...

                          BAKER

                          (BITTER)
           Yes. Maybe you shouldn't have...
          He hands CINDERELLA the BABY and turns to leave.

                          JACK
           Where are you going?

                          BAKER
           Away from here.

                          LRRH
           But you said we had to find our way
           out of this together.

                          BAKER
           It doesn't matter whether we're
           together or apart.

                          JACK
           We need your help.

                          BAKER
           You don't understand. My wife was the
           one who helped. I depended on her for
           everything.

                          CINDERELLA
           You would leave your child?

                          BAKER

                          (DESPONDENT)
           He'll be happier in the arms of a
           Princess...
          He begins to walk off.

                          CINDERELLA
           But wait...

          EXT. WOODS - DENSE VERDURE - NIGHT

          The BAKER walks aimlessly through the woods alone.

                          97

                         

           BAKER'S FATHER (O.S.)
           Son.

                          BAKER
           What are you doing here?

                         
          The BAKER turns. His FATHER -- the father he remembers as a
          child -- follows close behind. He wears the identical hunting
          jacket.

                          BAKER (CONT'D)
           I don't want to talk to you. It's
           because of you all of this happened.
           Go away!

                          BAKER'S FATHER
           I'm sorry. I did a foolish thing.

                          BAKER
           Why would you do that? Why did you
           take the Witch's beans?

                          BAKER'S FATHER
           They were there and I wanted them. I
           didn't think. I was being careless --

                          BAKER
           -- Selfish.

                          BAKER'S FATHER

                          YES --

                          BAKER
           You stole them and you were caught,
           and then you did what you do. You just
           ran away.

                          BAKER'S FATHER
           When your mother died, I was... I
           hated myself and I ran from my guilt
           and my shame...

                          BAKER
           ... and your son.

                          BAKER'S FATHER
           Yes, and my son. And I'm sorry for
           that.

                          BAKER
           If you're looking for forgiveness,
           you're not going to get it.

                          BAKER'S FATHER
           I never expected...

                          BAKER
           Then what do you want?

                          98

                         

                          BAKER'S FATHER
           Aren't you making the same mistake?
          The BAKER says nothing.

           BAKER'S FATHER (CONT'D)
           Aren't you running away?
           (the Baker looks

                          AWAY)
           Be better than me, son. Do better...
          The BAKER turns to look at his FATHER, but he is gone. Was he
          ever there?
          The BAKER walks angrily along an overgrown path through the
          woods. He slows, sits down on a tree stump and breaks down,
          his wife's scarf in his hands.
          Slowly he calms himself.

          EXT. WOODS - TALL TREES - NIGHT

          JACK and LRRH are making a plan. CINDERELLA has the BABY.

                          JACK
           If there were just some way we could
           surprise the Giant.

                          LRRH
           She's too tall to surprise.
          They look up as a newly determined BAKER returns.

                          CINDERELLA
           I knew you wouldn't give up.

                          JACK
           He wouldn't leave his baby.

                          LRRH
           It looked like he was going to.

                          BAKER
           Give me my son.
          The BAKER takes the BABY. The baby begins to cry.

                          BAKER (CONT'D)
           (pulling the baby
           close to comfort

                          HIM)
           Hey, hey.

                          LRRH
           What are we going to do now?

                          BAKER
           We need to rid this kingdom of the
           Giant -- together.

                          (MORE)

                          99

                         

                          BAKER (CONT'D)
           She'll be back soon; here's the plan.
           We're going to feed Jack to the Giant.

                         

                          JACK CINDERELLA
          What? No!

                         

                          BAKER (CONT'D)
           We're going to use you as bait to lure
           the Giant towards the tar pit.
          Suddenly a swarm of BIRDS appears overhead.

                          CINDERELLA
           The birds can help!

                          (TO BIRDS)
           Oh good friends we need your help more
           than ever.

                          (BIRDS CHIRP)
           What of the prince?
          She looks to the BAKER awkwardly. Then resolute...

                          CINDERELLA (CONT'D)
           That doesn't matter now! What's
           important is that we find a way to
           defeat the Giant.

                          (BIRDS CHIRP)
           Oh yes, thank you birds.
          The BIRDS fly off. The others look at her with amazement.

                          LRRH
           You can talk to birds?

                          CINDERELLA
           The birds will do their part.

                          BAKER
           Okay, we don't have much time.

                          JACK
           I'm excited.

                          BAKER
           Here's what we're going to do...
          The BAKER leads them away from the tar pit.

          EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS

          CINDERELLA settles the baby.

                          CINDERELLA
           Your father's being very brave. We're
           going to be very brave too.
          The C-PRINCE is passing a nearby path on horseback. He stops
          when he sees CINDERELLA.

                          100

                         

                          C'S PRINCE

                          (CALLING OVER)
           Are you alright, miss?

                          CINDERELLA
           (hiding her face)
           The Giant went in that direction.
          He rides closer.

                          C'S PRINCE
           My darling!

                          (DISMOUNTS)
           I did not recognize you. What are you
           doing here? And with a child? You must
           go back to the castle at once. There's
           a giant on the loose.

                          CINDERELLA
           I'm well aware of that.
          He comes and puts his arm around her, but she pulls away.

                          C'S PRINCE
           My love. What is it?

                          CINDERELLA
           Maybe I'm not your only love.

                          C'S PRINCE

                          (BEAT)
           I love you. Truly I do.

                         

                          CINDERELLA
           If you love me, why did you stray?

                          C'S PRINCE
           I thought if you were mine, that I
           would never wish for more.

                          CINDERELLA
           If this is how you behave as a prince,
           what kind of king will you be?

                          C'S PRINCE
           I was raised to be charming, not
           sincere.

                          CINDERELLA
           I think you should go.

                          C'S PRINCE
           I'm not going to leave you.

                          CINDERELLA
           Consider that I've been lost. A victim
           of the Giant.

                          C'S PRINCE
           Is that what you really wish?

                          101

                         

                          CINDERELLA
           My father's house was a nightmare.
           Your house was a dream. Now I want
           something in-between.
          She takes off her wedding ring and gives it back to him. He
          stands there for a moment, then mounts his horse.

                          C'S PRINCE
           I shall always love the maiden who ran
           away.

                          CINDERELLA
           And I the faraway prince.
          The PRINCE rides off.

                          CUT TO:

          EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS


          ANGLE ON A TREE BY THE TAR PIT
          The BAKER is scaling his way up the tall tree. JACK follows
          him, each carrying slings and stones. A branch gives way
          under JACK but he is able to keep his balance.

                          BAKER
           Careful, there. Not so fast.

                          JACK
           You needn't worry -- this is easier
           than a beanstalk.
          ANGLE ON CINDERELLA. She's sitting on a tree stump, rocking
          the baby. LRRH returns.

                          LRRH
           They're in the tree -- over there. We
           made slings out of my cape.
          LRRH sits next to CINDERELLA.

                          LRRH (CONT'D)
           I wanted to climb too.

                          CINDERELLA
           I'm glad you're here to help me.
          LRRH turns her head away.

                          CINDERELLA (CONT'D)
           What's wrong?

                          LRRH
           I think my mother and my Granny would
           be upset with me.

                          CINDERELLA
           Why?

                          102

                         

                          LRRH
           They said always to make them proud
           and here I am about to kill somebody.

                          CINDERELLA
           Not somebody. A giant who's done a lot
           of harm.

                          LRRH
           But a giant's a person. Aren't we to
           show forgiveness?

                          CINDERELLA

           MOTHER CANNOT GUIDE YOU./ NOW YOU'RE

           ON YOUR OWN./ ONLY ME BESIDE YOU./

           STILL, YOU'RE NOT ALONE./ NO ONE IS

           ALONE, TRULY./ NO ONE IS ALONE.

                          LRRH

           I WISH...

                          CINDERELLA
           I know.

          ANGLE ON TREE
          The BAKER and JACK position themselves on a limb within the
          tree.

                          JACK
           Wait until my mother hears I've slain
           the Giant.

                          BAKER
           Jack, there's something you have to
           know. Your mother...

                          JACK
           What?

                          BAKER
           She didn't make it.

                          JACK
           Was she killed by the Giant?

                          BAKER
           No. It wasn't like that. She was
           fighting with the Giant, trying to
           protect you, and she was pushed by the
           Steward -- and -- she fell.

                          JACK
           The Steward will pay for this.

                          BAKER
           No, Jack --

                          JACK
           After we slay the Giant, I will slay
           him.

                          103

                         

                          BAKER
           You'll do nothing of the kind.

                          JACK
           What he done was wrong. He should be
           punished.

                          BAKER
           It's not as easy as that.

          CUT BACK AND FORTH.

                          CINDERELLA

                          (TO LRRH)

           MOTHER ISN'T HERE NOW.

                          BAKER

                          (TO JACK;

                          CONCILIATORY)

           WRONG THINGS, RIGHT THINGS...

                          CINDERELLA

           WHO KNOWS WHAT SHE'D SAY?

                          BAKER

           WHO CAN SAY WHAT'S TRUE?

                          CINDERELLA

           NOTHING'S QUITE SO CLEAR NOW.

                          BAKER

           DO THINGS, FIGHT THINGS...

                          CINDERELLA

           FEEL YOU'VE LOST YOUR WAY?

                          BAKER

           YOU DECIDE,/ BUT YOU ARE NOT ALONE.

                          CINDERELLA

           YOU ARE NOT ALONE,/ BELIEVE ME./ NO

           ONE IS ALONE.

                          BAKER

           NO ONE IS ALONE,/ BELIEVE ME.

                          CINDERELLA

           TRULY...

                          CINDERELLA/BAKER

           PEOPLE MAKE MISTAKES.

                          BAKER

           FATHERS,

                          CINDERELLA

           MOTHERS,

                          CINDERELLA/BAKER

           PEOPLE MAKE MISTAKES,/ HOLDING TO

           THEIR OWN,/ THINKING THEY'RE ALONE.

                          104

                         

                          CINDERELLA

           HONOR THEIR MISTAKES.

                          BAKER

           FIGHT FOR THEIR MISTAKES--

                          CINDERELLA

                          EVERYBODY MAKES--

                          CINDERELLA/BAKER

           --ONE ANOTHER'S/ TERRIBLE MISTAKES.

           WITCHES CAN BE RIGHT,/ GIANTS CAN BE

           GOOD./ YOU DECIDE WHAT'S RIGHT,/ YOU

           DECIDE WHAT'S GOOD.

                          CINDERELLA

                          JUST REMEMBER:

                          BAKER

                          JUST REMEMBER:

                          CINDERELLA/BAKER

           SOMEONE IS ON YOUR SIDE.

                          LRRH/JACK

           OUR SIDE.

                          CINDERELLA/BAKER

           OUR SIDE./ SOMEONE ELSE IS NOT./ WHILE

           WE'RE SEEING OUR SIDE--

                          LRRH/JACK

                          OUR SIDE--

                          CINDERELLA/BAKER

                          OUR SIDE--

                          ALL FOUR

           MAYBE WE FORGOT:/ THEY ARE NOT ALONE./

           NO ONE IS ALONE.

           SOMEONE IS ON YOUR SIDE--/ NO ONE IS

                          ALONE--
          They're interrupted by the ominous sounds of the approaching

          GIANT.

                          LRRH
           Here she comes!

          ANGLE ON JACK AND THE BAKER.

                          BAKER
           Go, Jack! Be careful.

          ANGLE ON THE GIANT'S FEET
          Destroying everything in its path.
          ANGLE ON JACK, as he scurries up higher in the tree.

                          105

                         

                         WIDE SHOT
          The GIANT approaches LRRH and CINDERELLA.

                          GIANT
           Where is the boy?

                          LRRH
           We have him.

                          GIANT
           Where?

                          LRRH

                          (POINTS)
           He's hiding in that tree!
          JACK pops up and reveals himself at the top of the tree.

                          JACK
           Here I am!
          The GIANT begins to move aggressively towards JACK.
          JACK and the BAKER load their slings.

                          BAKER
           (calling up to JACK)
           Ready?

                          JACK
           Ready!
          ANGLE on the GIANT'S feet, trampling everything in her path.
          Suddenly, she steps into the expanse of the tar pit, which
          slowly stops her in her tracks. She fights to free herself as
          she begins to sink.

          SERIES OF SHOTS
          -- The BIRDS fly from the trees.
          -- BAKER'S POV through the tree branches as the BIRDS swarm
          around the head of the GIANT.
          -- CINDERELLA and LRRH watch and hear the GIANT'S screams.

                          CINDERELLA
           Good birds!

                          LRRH
           She doesn't look happy.
          -- the BAKER and JACK use their slings to fire stones at the

          GIANT.
          -- JACK shimmies to the end of a high limb for better aim.
          -- The GIANT reaches blindly towards JACK.

                          106

                         

                          LRRH (CONT'D)
           Look out Jack!
          -- The GIANT seizes hold of the branch where JACK is standing
          which knocks JACK off. JACK catches himself on the way down,
          grabbing the branch, and hangs on for dear life. Using one
          hand, JACK whirls his sling and delivers a knock-out blow to
          the GIANT'S forehead.
          -- The GIANT reacts and begins to sway.
          BAKER'S POV of the GIANT'S eye as she fall towards him.
          The GIANT'S hand grabs some tree branches, as she fights for
          her balance. We hear the crackling branches as the GIANT
          FALLS pulling the tree down with her, snapping it in a final
          deafening THUD.

          EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS

          CINDERELLA and LRRH run around the gigantic, exposed roots.

                          CINDERELLA
           Where are they?

                          LRRH
           Jack? Mr. Baker?

                          CINDERELLA
           Jack?

                          JACK
           Over here!

                          LRRH
           Jack!

                          LRRH (CONT'D)

                          (TO LRRH)
           Will you take him.
          LRRH takes the BABY as CINDERELLA helps JACK out of the tree
          roots.

                          CINDERELLA
           Oh, be careful, are you alright?

                          JACK
           Where is he?

                          CINDERELLA
           He's not with you?

                          LRRH
           Mr. Baker?
          All three feverishly look for him.

                          107

                         

                          BAKER
           Jack, Jack!

                          JACK
           Help me. Help me!

                          BAKER
           Jack, I'm here.
          CINDERELLA helps JACK lift the tree branch as the BAKER,
          breathless, crawls out from beneath its grasp. He is
          scratched up, but relieved. CINDERELLA takes the BABY from

          LRRH.

                          CINDERELLA
           Let me take him.

                          BAKER
           (To Jack then LRRH)
           Are you okay? Are you alright? We did
           it! We did it! Come here.
          They embrace the BAKER. There's a moment of realization of
          what just happened as they look up at the roots of the fallen
          tree.

                         

                          BAKER (CONT'D)
           Now we can all return home.

                          JACK
           What home? I have no one to take care
           of me.

                          LRRH
           (to the BAKER)
           And we have nowhere to go, so we'll
           move in with you.

                          BAKER

                          WELL --
          He hesitates then:

                          BAKER (CONT'D)
           -- of course you can come home with
           me.

                          JACK

                          (TO CINDERELLA)
           And you can come, too.

                          BAKER
           If you want to.

                          CINDERELLA
           I'll gladly help you with your house.
           There are times when I actually enjoy
           cleaning.

                          108

                         
          The BABY begins to whimper. The BAKER walks towards
          CINDERELLA and his SON.

                          BAKER
           Here -- give him to me.
          The BAKER walks away from the group, trying to settle his
          SON. He wraps his SCARF around the BABY.

                          BAKER (CONT'D)
           (to the BABY)
           Hey, hey, hey, come on now. Hey,
           please, come on, come on, it's okay. I
           know you miss your mother.
          The BAKER sits on a fallen tree trunk.

                          BAKER (CONT'D)
           I miss her too.
          The BABY cries.

                          BAKER (CONT'D)
           Sssh!
          The BABY still cries.

                          BAKER (CONT'D)

           MAYBE I JUST WASN'T MEANT TO HAVE

                          CHILDREN--
          The BAKER hears his WIFE'S voice. We see her over his
          shoulder.

                          WIFE

           DON'T SAY THAT!/ OF COURSE YOU WERE

           MEANT TO HAVE CHILDREN.

                          BAKER

           BUT HOW CAN I GO ABOUT BEING A FATHER/

           WHEN I HAD NO FATHER TO SHOW ME?

                          WIFE

           JUST CALM THE CHILD.

                          BAKER

           YES, CALM THE CHILD.

                         

                          WIFE

           LOOK, TELL HIM THE STORY/ OF HOW IT

           ALL HAPPENED./ BE FATHER AND MOTHER,/

           YOU'LL KNOW WHAT TO DO.

                          BAKER

           ALONE...

                          109

                         

                          WIFE

           SOMETIMES PEOPLE LEAVE YOU/ HALFWAY

           THROUGH THE WOOD./ DO NOT LET IT

           GRIEVE YOU,/ NO ONE LEAVES FOR GOOD./

           YOU ARE NOT ALONE./ NO ONE IS ALONE.

           HOLD HIM TO THE LIGHT NOW./ LET HIM

           SEE THE GLOW./ THINGS WILL BE ALL

           RIGHT NOW./ TELL HIM WHAT YOU KNOW...

                          BAKER
           Shhhh.
          As the Baker holds his son close, the baby begins to calm
          down for the first time in his father's arms and his WIFE
          disappears.
          The BAKER tells the story to his son -- THE SAME STORY AS WE

          HEARD AT THE BEGINNING.

           BAKER (CONT'D) WITCH (V.O.)
          Once upon a time...in a far CAREFUL THE THINGS YOU SAY,/
          off kingdom...there lay a CHILDREN WILL LISTEN./
          small village at the edge of CAREFUL THE THINGS YOU DO,/
          the woods... And in this CHILDREN WILL SEE./ AND
          village lived a young LEARN.
          maiden...a carefree young
          lad...and a childless
          baker...with his wife.

                         
          LRRH, JACK, and CINDERELLA join the BAKER.

           WITCH (V.O.)

                          BAKER

           GUIDE THEM ALONG THE WAY,/
          And one day, the baker and

           CHILDREN WILL GLISTEN./
          his wife were in their shop

           CHILDREN WILL LOOK TO YOU/
          when a witch burst in,

           FOR WHICH WAY TO TURN,/ TO
          blowing the door off its

           LEARN WHAT TO BE.
          hinges...

                         

           WITCH (V.O.)

           CAREFUL BEFORE YOU SAY,/ "LISTEN TO

           ME."/ CHILDREN WILL LISTEN.
          The light of the new dawn streams down on them, framing the
          newly formed family. As the BAKER continues to tell the story
          the CAMERA SLOWLY PULLS UP overhead to reveal the vast woods,
          now changed by the Giant's path.
          The CAMERA then carries us back beyond the woods and to the
          Village where we see the destruction that has visited it.

           WITCH & ALL (V.O.)

           CAREFUL THE WISH YOU MAKE,/ WISHES ARE

           CHILDREN./ CAREFUL THE PATH THEY TAKE--

           / WISHES COME TRUE,/ NOT FREE.

           CAREFUL THE SPELL YOU CAST,/ NOT JUST

           ON CHILDREN./ SOMETIMES THE SPELL MAY

           LAST/ PAST WHAT YOU CAN SEE/ AND TURN

           AGAINST YOU...

                          110

                         
          The CAMERA finally pans up from the Village to the sky and we
          are returned to where we began: the grey clouds of an early
          morning sky.

           WITCH (V.O.)

           CAREFUL THE TALE YOU TELL./ THAT IS

           THE SPELL./ CHILDREN WILL LISTEN...

          FADE TO BLACK

                          THE END

                          


Into the Woods



Writers :   James Lapine  Stephen Sondheim
Genres :   Adventure  Comedy  Drama


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