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                                    "KATE AND LEOPOLD"

                                      Screenplay by

                             James Mangold and Steven Rogers

                                   Based on a story by

                                      Steven Rogers

                

               FADE IN:

               INT. VICTORIAN ESTATE - 1895 - DAY

               CLOSE UP: Ornate antique GRANDFATHER CLOCK strikes 2:15.

               The credits begin to roll.

               Calligraphy place cards are painstakingly hand-written in 
               preparation for a formal reception.

               Servants meticulously clean an elaborate crystal chandelier.

               Hands rapidly shine silver cutlery.

               Fresh flowers arranged in several enormous vases.

               INT. KITCHEN - DAY

               Kitchen clock strikes 2:15.

               Poultry plucked. Feathers everywhere.

               Steaming copper pots boiling over. Platters prepared with 
               decorative garnish.

               Extravagant tiered cake is lavishly iced. A glob of frosting 
               enters a pair of puckered lips. The perpetrator, a fey, 
               pompous, HEAD VALET, seriously considers the texture and 
               flavor of the icing, then gives the PASTRY CHEF a withering, 
               sour look.

               The valet, oblivious to the chef's fury, gathers a prepared 
               silver breakfast tray and checks his pocket watch. 2:15.

               INT. BEDROOM - DAY

               Antique bedside table clock -- just past 2:15. The valet 
               throws open velvet drapes, sunlight FLOODS the room revealing 
               a figure sleeping soundly in a massive oak framed bed. The 
               valet puts down the tray, pulls back the quilt.

               The dozing figure gives the valet a deliberate, angry KICK.

               Flinching infinitesimally, the valet crosses to the closet, 
               selects three suits and holds them up for inspection. From 
               beneath the puffiest of pillows, AN EYE reluctantly opens. A 
               weary arm points decisively to the riding outfit.

               EXT. ESTATE - DAY

               The riding outfit is adorned by LEOPOLD, Duke of Albany, a 
               dashing, virile man in his 30's. GALLOPING with great abandon, 
               he expertly leads his horse up hills and over hedges. He 
               sends gardeners shaping the grounds fleeing from his path.

               In the background, lanterns are being strung throughout the 
               estate. Rugs are beaten out of open windows.

               INT. HALLWAY - EVENING

               Large hallway clock -- 6:15. A pair of boots track a freshly 
               scrubbed floor as Leopold heads carelessly up the stairway. 
               Three steps behind, the valet snaps his fingers signaling 
               the staff to clean up the mess.

               SERIES OF CLOSE UPS

               Gaudily framed portraits of somber relations.

               A bird sits listless in a gilded cage.

               Hot water is poured into a bath.

               Carriages begin to arrive.

               Orchestra leader signals the musicians to play.

               Guests fill the ballroom in formal attire.

               INT. BEDROOM - NIGHT

               Leopold stares haughtily into a full length mirror.

               He wears only dotted linen drawers and a black silk top hat 
               of the period. He flexes slightly. The valet hastily fastens 
               a corset around his mid-section from behind.

               Leopold eyes his reflection seductively. He becomes bored.

               He turns to his right. The valet spoons sorbet from a silver 
               saucer into his mouth. He turns back to the mirror to watch 
               himself eat. The valet pats his mouth dry.

               He affects a pampered STRUT, crossing the room as the valet 
               sprays a mixture of perfume and powder into the air. Leopold 
               thrusts out his arms walking through the mist, turns and 
               saunters back to his favorite place, in front of the mirror.

               Finally, as if weighing a great decision, Leopold hands his 
               hat to his valet and nods firmly into the mirror.

               CLOSE UP

               Fine linen undervest slides over his head.

               Black twilled worsted trousers pulled up to his waist.

               The buttoning of his hard, white, roll collar.

               A cream suede glove stitched in black slides over his hand.

               A perfect tight bow tie is tied around his neck.

               An elegant black tuxedo jacket with silk facings and tails 
               to the knees is fitted to his torso.

               His hair is sleeked with oil and centrally parted.

               His eyebrows are brushed with a tiny silver comb.

               His cheeks are pinched.

               A red silk handkerchief is placed in the bosom of his lapel.

               Leopold stares into the mirror. The effect is DAZZLING. He 
               raises one eyebrow. Then, in a voice you could pour over a 
               waffle:

                                     LEOPOLD
                         You dance like a herd of cattle, 
                         Miss Fairchild. You are a rare woman 
                         who lights up the room... simply by 
                         leaving it.

               He bows. As he rises, the reflection of Leopold's UNCLE OTTO, 
               a pampered, effectual man in his 60's, appears behind Leopold 
               in the looking glass.

                                     UNCLE OTTO
                         Tell me Leopold, do you plan to join 
                         us downstairs after completing this 
                         one-sided flash of wit?

                                     LEOPOLD
                         I despise affairs of this sort, Uncle 
                         Otto. No one really listens to anyone 
                         else. If you attempt it, you will 
                         see why.

                                     UNCLE OTTO
                         You judge everything too severely. I 
                         wonder what would happen if you were 
                         to cast that critical eye inward?

                                     LEOPOLD
                         You do not wonder at all. You merely 
                         ask in order to state your own 
                         opinion.

                                     UNCLE OTTO
                         We are all concerned about you.

                                     LEOPOLD
                         Ahh, here it comes.

                                     UNCLE OTTO
                         Your life does not seem to have any 
                         direction. At the age of 25 a man is 
                         too young to do anything well. At 35 
                         he is too old. Now is your time to 
                         take action. Tell me, what is it you 
                         want to DO with your life?

                                     LEOPOLD
                              (wearily)
                         I do not know.

                                     UNCLE OTTO
                              (just as weary)
                         Your ignorance cramps my conversation.
                              (he slaps Leopold's 
                              face twice rather 
                              quickly)
                         Wake up! This is your one and only 
                         life. Every man has the chance to 
                         make a difference. DO something!

               Leopold, stung, takes a moment to compose himself.

                                     LEOPOLD
                         I am most grateful for your 
                         surveillance and for your sympathy. 
                         I assure you there is no need for 
                         concern. I am as effectual and 
                         attentive... as my position allows.

                                     UNCLE OTTO
                         Life is not position, Leopold. It is 
                         action.
                              (he straightens 
                              Leopold's tie)
                         I will see you downstairs promptly. 
                         In the appropriate frame of mind.

               He leaves. Leopold stares into the mirror, snaps his fingers. 
               The valet hands him a glass and pours a small shot of brandy. 
               Leopold shoots him a look. The valet fills the glass higher.

               Leopold drains the glass and heads to the doorway. He 
               hesitates, taking a deep breath and a long pause. Finally...

                                     THE VALET
                              (grandly)
                         Go spread joy.

               Without looking back, Leopold leaves the room.

               INT. BALLROOM - NIGHT

               Music fills the air as the creme de la creme of Victorian 
               society gather inside. Leopold holds a prearranged dance 
               card. He looks at the names and finds his first partner is 
               MISS TREE. Leopold looks upward helplessly at an unrelenting 
               God.

               INT. BALLROOM DANCE FLOOR - NIGHT

               A profoundly self-conscious Leopold dances energetically 
               into frame with MISS TREE, an ancient, elfin, yet amazingly 
               SPRY woman who gapes up at him searchingly, unblinking.

               Leopold opens his mouth to speak, can think of nothing 
               suitable to say, and clamps his mouth shut. They dance out 
               of frame.

               INT. BALLROOM DANCE FLOOR - NIGHT

               Leopold dances into frame with CLARA, a BEAUTIFUL girl of 
               19. He glances at her and smiles. She titters, turning away 
               shyly. They whirl around the dance floor. His smile grows 
               into a broad grin. Caught up in the excitement, Clara beams 
               up at him... happily revealing a mouth full of missing, inky 
               teeth.

               Leopold, face frozen in a formal smile, dances on.

               INT. BALLROOM DANCE FLOOR - NIGHT

               Leopold lumbers into frame with MISS FAIRCHILD, a woman of 
               immense girth. With great dignity and extreme difficulty he 
               maneuvers her around the floor, looking everywhere except 
               her enormous bosom.

                                     LEOPOLD
                         You dance like an angel, Miss 
                         Fairchild. You light up the room. I 
                         thank you.

               Miss Fairchild curtseys heavily. Leopold glances at his card, 
               sees the name Miss Serena Clacket and shudders.

               He spots a VERY LOVELY WOMAN hidden amongst the guests. She 
               scribbles in a small note pad, occasionally glancing around. 
               Hiding his dance card, he saunters over.

                                     LEOPOLD
                         Good evening. I do not believe I 
                         have had the pleasure.

               The young woman stares vacantly at Leopold until she realizes 
               he is addressing her. She puts her pad away.

                                     CARLSON
                         ...Julia Carlson.

               Leopold takes her hand and kisses it gently.

                                     CARLSON
                         I'm sorry. Will you excuse me?

                                     LEOPOLD
                              (slightly tipsy)
                         You are not from the area, are you?

                                     CARLSON
                              (smiles and shakes 
                              her head "No")
                         Are you?

                                     LEOPOLD
                         This is my estate.

                                     CARLSON
                         Really?
                              (looking around the 
                              room)
                         Well it's not home but it's much...

               Leopold regards her curiously. The orchestra starts up. There 
               is a hubbub amongst the guests.

                                     LEOPOLD
                         Shocking! The TA-RA-RA-BOOM-DE-AY.

                                     CARLSON
                         The? Oh, that's from Paris, isn't 
                         it?

                                     LEOPOLD
                         It is a scandal nonetheless.

               Leopold spots Uncle Otto observing him from across the room.

                                     LEOPOLD
                         Miss Carlson, do me the honor?

                                     CARLSON
                         I'm afraid I'm not much of a dancer.

                                     LEOPOLD
                              (smiling seductively)
                         Truly I would be in your debt. Any 
                         admonition would be erased simply by 
                         presenting a partner as lovely as 
                         yourself.

                                     CARLSON
                         No, no. Really, I...

               Leopold stiffly holds out his arm. A beat. Carlson, stuck, 
               takes it WITH HESITATION and is escorted to the dance floor.

               They dance. ALL but Leopold and Carlson gaily sing "TA-RA-RA-
               BOOM-DE-AY." Leopold, flushed, looks quite smitten. Carlson, 
               shy at first, eventually smiles brightly.

                                     LEOPOLD
                         I suppose we really ought to sing 
                         along.

                                     CARLSON
                              (embarrassed)
                         Oh, golly.

               They half sing, half speak the TA-RA-RA-BOOM-DE-AY, their 
               emphasis on "BOOM." Laughing giddily, their dancing becomes 
               freer, picking up speed. The room SPINS. Finally:

                                     CARLSON
                              (breathless)
                         Thank you for the dance. It was 
                         lovely. I hope it wasn't too awful 
                         for you.

                                     LEOPOLD
                         Not at all. It was most enlightening.

               There is a slight pause. The Grandfather CLOCK strikes 
               midnight.

                                     CARLSON
                         I really must be going.

                                     LEOPOLD
                         I won't hear of it.

                                     CARLSON
                              (moving away from him)
                         No, I'm quite late as it is.

                                     LEOPOLD
                         I shall see you to the door...

                                     CARLSON
                              (stopping him 
                              resolutely)
                         You're very sweet. I had a wonderful 
                         time.
                              (she watches him, 
                              memorizing his face. 
                              Then firmly)
                         Goodbye.

               Leopold takes a glass of champagne from a passing waiter. He 
               watches Carlson pass through the crowd and out the courtyard 
               door. He surveys the room. After a moment he follows her.

               EXT. GARDEN - NIGHT

               Leopold makes his way through the manicured garden in the 
               dark. He hears an EERIE METALLIC SOUND. He slows down, brushes 
               back the thicket. The silhouette of a woman is revealed. She 
               is once again writing in her notebook.

                                     LEOPOLD
                         Miss Carlson?

               Carlson spins around quickly, panicked. Leopold STOPS. 
               Partially hidden in the brush, a sleek, oddly shaped, 
               MECHANICAL device. It's door open, lit from within, casting 
               a weird glow.

                                     LEOPOLD
                         Good God...

                                     CARLSON
                         What are you...? You frightened me.

               Leopold moves toward the contraption and is about to touch 
               it...

                                     LEOPOLD
                         What sort of mechanism is this?

               Carlson shakes her head, unsure of how to proceed.

                                     LEOPOLD
                         Answer me!

                                     CARLSON
                         It's perfectly all right. It's...

               Leopold carefully examines the apparatus, stepping inside. 
               Carlson FREEZES.

                                     CARLSON
                              (carefully, 
                              deliberately)
                         Listen to me. Please. Move very 
                         slowly. Step out of the machine. 
                         Step out and I'll explain whatever 
                         you want to know.

                                     LEOPOLD
                         What is this? Who are you?

               His hand comes to rest on a glowing red lever.

                                     CARLSON
                         Oh, God.

               She YANKS on his arm. Instinctively he pulls away, 
               accidentally thrusting the lever into action. Carlson falls 
               from the machine.

                                     CARLSON
                              (suddenly frantic)
                         Get out of there! Get out now!

               The machine LIGHTS UP.

                                     LEOPOLD
                         Miss Carlson... I...

                                     CARLSON
                         No!!!

               The compartment door snaps shut.

                                     CARLSON
                         Shit!!

               There is a BRIGHT WHITE FLASH. Blackness fills the screen.

                                                                    CUT TO:

               INT. N.Y.C. LABORATORY - 1995 DAY

               The compartment door slides OPEN revealing DR. KAU, 30's, an 
               Asian doctor with a THICK BROOKLYN ACCENT. Her face full of 
               enthusiasm drops as she sees the unconscious Leopold.

                                     DR. KAU
                         Shit!!

               She turns to her co-workers, warning them.

                                     DR. KAU
                         Shit!!

               She looks back at Leopold.

                                     DR. KAU
                         Shit!!

               Her co-workers, DR. PLODDER, austere, authoritative, DR. 
               DRAKE, muddled and timid, peer inside the compartment door.

                                     DR. DRAKE
                         Good God!

                                     DR. PLODDER
                         Everybody stay calm... Lock the front 
                         door.

               Dr. Drake and Kau make a move to inspect an unconscious 
               Leopold.

                                     DR. PLODDER
                         No, no, no. You mustn't touch him. 
                         The consequences could be 
                         catastrophic.

                                     DR. KAU
                         He could be hurt, or even dead.

                                     DR. PLODDER
                         ...All right. Touch him.

               They approach Leopold. Dr. Kau finds Carlson's note pad on 
               the ground next to Leopold. She reads the last entry.

                                     DR. KAU
                         ...But I'm stuck and it's only a 
                         dance and he IS the seventh Duke of 
                         Albany...

               They all look at one another, then back at Leopold.

                                     DR. DRAKE
                         Carlson...!

                                     DR. PLODDER
                              (racing from the room)
                         Give me a minute...

                                     DR. KAU
                         Shit!

               INT. LAB - KATE'S OFFICE - DAY

               KATHERINE COLES, a radiant workaholic, types frenetically 
               into the computer while talking on the phone, trying hard 
               not to sound upset.

                                     KATE
                         Who's upset? People fall in love, 
                         they have to climb back out.
                              (she laughs but she 
                              is not smiling)
                         So, what? We'll just be friends now, 
                         Right?

               She stops typing and listens for a while. She runs her hand 
               through her hair.

                                     KATE
                         I see. Well I appreciate your honesty.
                              (using her middle 
                              finger she pushes up 
                              her glasses)
                         No. I'll just think of this as 
                         surviving another dating accident. 
                         Take care or good luck or whatever 
                         I'm supposed to...

               The line goes dead.

                                     KATE
                         ...say... Goodbye.

               Dr. Plodder bursts in. Kate sees his distress and instantly 
               becomes very centered.

                                     DR. PLODDER
                         She's back.

                                     KATE
                              (rising)
                         That's impossible! She wasn't supposed 
                         to return until...

                                     DR. PLODDER
                         Kate. It's Carlson. Something went 
                         wrong.

               He hands her Carlson's note pad. Slowly, she sits down.

                                     KATE
                         ...The 7th Duke...

               INT. LAB - DAY

                                     KATE
                              (all business, reading 
                              from a printout)
                         ...of Albany. He was the... IS the 
                         son of Emery and Eliza. He was of no 
                         actual importance until he vanished 
                         at the turn of the century without a 
                         trace. It was a sensation. In the 
                         30's they even made a movie about 
                         him. "The Tenuous Duke" with Ronald 
                         Coleman.

                                     DR. DRAKE
                              (absently)
                         I love Ronald Coleman.

                                     KATE
                         Despite much speculation and a nation 
                         wide investigation, a body was never 
                         found. He was never heard from again.

                                     DR. KAU
                         Until now.

               There is a stunned silence. They stare at Leopold in awe.

                                     DR. DRAKE
                         We've altered the course of history.

                                     DR. KAU
                         We never should have started this...

                                     KATE
                         Calm down.

                                     DR. PLODDER
                         What are we going to do? We can't 
                         keep him here. Imagine if anyone 
                         found out!

                                     KATE
                         Think. Just, think. Rationally. Now, 
                         no one would believe such a stupid 
                         mistake could be made because no one 
                         would believe any of this is possible. 
                         So. We fix this. We keep this to 
                         ourselves and we fix it. Fast.

               They all nod in agreement.

                                     KATE
                         Dr. Kau, research all our data. 1st 
                         priority: Locate Carlson. Drake, 
                         determine the reciprocal correlation's 
                         connected to the 19th century. Work 
                         24 hours a day if necessary. In the 
                         meantime... one of us will have to 
                         take charge of him.

               She forces back panic. Only the tremor in her voice gives 
               her away.

                                     KATE
                         This is a major scientific 
                         opportunity. It doesn't get any better 
                         than this. Imagine. Researching the 
                         behavior, the physical and emotional 
                         characteristics of a century ago! 
                         Utilizing technology available to us 
                         today... He's a gold mine!

                                     DR. PLODDER
                         He's a man, Kate. Not a guinea pig.

                                     KATE
                         And while he's here, he's ours. Any 
                         volunteers?

               No one moves.

                                     DR. DRAKE
                         We'll draw names. Whoever is is picked 
                         will be responsible. Agreed?

               They nod reluctantly. Drake writes out names and throws them 
               in a cup. The silence becomes deafening. Finally:

                                     DR. KAU
                         I'll do it.

               All the scientists face her.

                                     DR. PLODDER
                         You'll look after him?

                                     DR. KAU
                         No, I meant I'll pick the name.

               She reaches in. They wait with mounting suspense. Finally 
               SHE TURNS TO KATE. The scientists follow her gaze. A beat.

                                     KATE
                         Fine.

               Leopold stirs. He blinks at the group.

                                     LEOPOLD
                         Where...? What has happened?!

               The doctors, caught off guard, SMILE BENIGNLY. They surround 
               Leopold as a group, not knowing where to begin. Finally:

                                     KATE
                         Your Grace... Um... Hello... Weee 
                         aaare a smaaall part of a laaarge 
                         research team. A project funded by 
                         the government of the United States.

                                     LEOPOLD
                              (regarding their 
                              appearance with 
                              distaste)
                         Oh. Americans. I see...

                                     KATE
                         Yes, um... For the past six and a 
                         half years we've been conducting 
                         scientific experiments on density 
                         and flexibility in the dimensions of 
                         time and space.

                                     DR. DRAKE
                         Yes, uh... Quite by accident we came 
                         upon a formula utilizing Tachyons... 
                         particles traveling faster than the 
                         speed of light, which allowed us 
                         to... fold time so to speak.

                                     DR. PLODDER
                         Yes. Bend it between the cracks of 
                         the dimensions.

                                     DR. KAU
                         Yes.

               They all laugh nervously. Leopold does not.

                                     DR. DRAKE
                         Now, while that wasn't the original 
                         purpose of our experiment, we opted 
                         to pursue it, well, privately, on 
                         our own.

                                     DR. KAU
                         Borrowing funds already provided.

                                     KATE
                         We journeyed to your time because it 
                         was the quickest path to follow. We 
                         debated long and hard whether we 
                         should use this knowledge at all. 
                         Believe me, it was never our intent 
                         to disturb the past...

                                     DR. DRAKE
                         Merely to discover if the expedition 
                         were possible. As your presence here 
                         confirms... we are very disturbed.

               Leopold nods at them as if they are insane.

                                     DR. PLODDER
                         The problem facing us is not only 
                         HOW to get you back, but WHEN, you 
                         see?

                                     KATE
                         We certainly don't want to 
                         miscalculate. Send you to a different 
                         era entirely.

               Leopold starts to speak.

                                     DR. PLODDER
                         Rest assured, no harm will come to 
                         you. You'll be well looked after by 
                         Dr. Coles.

                                     LEOPOLD
                         Dr. Coles...? I do not follow. What 
                         do you mean, get me back home?... 
                         Where am I?

               Awkward pause. Leopold looks carefully around the room for 
               the first time: modern mechanical equipment, data shifting 
               and changing, giant cooling devices, bright neon lighting. 
               The doctors are silent.

                                     LEOPOLD
                         Answer me!...
                              (slowly)
                         Would you have me believe... I am 
                         being detained, at present in the 
                         HEREAFTER?... The time to come?

                                     DR. PLODDER
                              (carefully)
                         It is the year nineteen hundred and 
                         ninety-five.

                                     LEOPOLD
                         ...19...?

               Leopold leaps up. The doctors follow him around the room.

                                     LEOPOLD
                         You're insane! All of you! This is 
                         impossible!

                                     DR. PLODDER
                         Leopold, calm down!

                                     LEOPOLD
                         A voyage through time! What do you 
                         take me for? Did you bring me here 
                         by force?

                                     DR. DRAKE
                         We're scientist, not seditionists.

                                     LEOPOLD
                              (truly panicked)
                         Let me out of here! I won't stand 
                         for this another moment!

               He's out the door.

               INT. UNDERGROUND HALLWAY - DAY

               Leopold moves quickly, fearfully through the darkly lit 
               hallway, the doctors close behind.

                                     KATE
                         Leopold, wait!

                                     DR. KAU
                         You don't know what you're doing.

                                     DR. PLODDER
                         Just listen to what we have to say!

               It is too late. Leopold throws open the door and runs 
               upstairs.

               EXT. STREET - DAY

               Blinding sunlight. Skyscrapers. Automobiles. Traffic lights. 
               Road construction. Modern day pedestrians. Helicopters. Car 
               alarms. Leopold stands frozen, overwhelmed, taking it all 
               in.

                                     LEOPOLD
                         19...?

               The doctors reach him. He collapses to the ground.

                                                                    CUT TO:

               INT. CAR - DAY

               Kate and Dr. Kau talk quietly. Leopold, tightly holding onto 
               his seat and the back door, gazes out the window in utter 
               disbelief.

                                     KATE
                         Squab.

                                     DR. KAU
                         Squab?

                                     KATE
                         I remember reading they ate a lot of 
                         squab.

                                     DR. KAU
                         Squab... Do you have a squab?

                                     KATE
                              (quietly. On the verge 
                              of panic)
                         I don't know!

                                     DR. KAU
                         Pull yourself together!
                              (turning to Leopold)
                         Are you all right back there?

               Leopold, trembling, gapes at the sights, every day sounds, 
               magnified. Perspiration runs down the side of his face. Kate 
               watches him in her rear view mirror.

                                     KATE
                         You're going to be fine you know. 
                         There's nothing to worry about. I 
                         have everything under control.

               Dr. Kau stares at Kate in concerned silence.

                                     KATE
                              (quietly to Dr. Kau)
                         We'll never get away with this.

               INT. BEDROOM - THE NEXT MORNING

               Leopold awakens alone in his room. He sits up with a jolt. 
               His stomach sinks as he realizes THIS IS NO DREAM. He slowly 
               rises to his full stature, moving to the window he looks out 
               on the modern day city, shaking his head in awe. He makes 
               his way to the bedroom door and tentatively touches the knob.

               There is a KNOCK on the door.

               Leopold JUMPS back and runs to the bed: The picture of 
               dignity.

                                     KATE
                         How are you feeling?
                              (no response)
                         I thought you might like some tea.

                                     LEOPOLD
                         I insist on being returned home 
                         immediately.

                                     KATE
                         I understand. We're doing our best.

                                     LEOPOLD
                         I wish to speak with your employer, 
                         Dr. Coles.

                                     KATE
                         You're speaking to him.

                                     LEOPOLD
                         You are not suggesting that you are 
                         Dr. Coles?

               She smiles.

                                     LEOPOLD
                         Miss... uh?

                                     KATE
                         Dr. Coles. If you like, you could 
                         call me Miss Dr. Coles or if that's 
                         too much, how about just plain Kate?

                                     LEOPOLD
                              (coldly)
                         A WOMAN of science?

                                     KATE
                         Hard to believe?

                                     LEOPOLD
                         But a woman's brain cannot obtain 
                         enough knowledge to posses a truly 
                         scientific mind.

                                     KATE
                              (jotting this down)
                         Interesting. Nevertheless, we've 
                         come a long way baby.

                                     LEOPOLD
                              (confused)
                         Are you attempting to be humorous?

                                     KATE
                         I'm attempting to be informative 
                         it's just coming out humorous.

               Leopold regards her dubiously.

                                     KATE
                              (clinically)
                         Look, modern social science clearly 
                         states that a woman's place in society 
                         marks the level of that civilization. 
                         A science career for a woman is now 
                         almost as acceptable as being a... 
                         a... waitress. Cream and sugar?

                                     LEOPOLD
                         Young lady, I... Surely it is not 
                         expected that I remain here with you 
                         indefinitely... Unchaperoned?

                                     KATE
                              (pen poised)
                         Does that make you nervous?

                                     LEOPOLD
                         Certainly not!

                                     KATE
                              (writing)
                         Then what are you getting so red 
                         about? It's a very large apartment... 
                         with locks on all the doors.

                                     LEOPOLD
                         The idea! My dear Miss Coles...

                                     KATE
                         Dr. Coles.

                                     LEOPOLD
                         Honey...

                                     KATE
                              (she puts the pad 
                              down)
                         Let's get one thing straight right 
                         now. My name is Kate or Katherine or 
                         if you insist Dr. Coles.
                              (she rises)
                         Take a good long look, Leopold. I am 
                         a 20th century American woman with a 
                         Doctorate and a commission and 
                         independence. I am not your "young 
                         lady" or your "pretty Miss" or your 
                         "honey." Is that clear?

               Leopold watches her with great interest. Finally:

                                     LEOPOLD
                         Honey... For the tea.

                                     KATE
                         ...I'll get it for you.

               Kate grabs the teacup grandly and leaves the room.

               INT. KITCHEN - MORNING

               Kate rummages through every drawer, shelf and cupboard 
               searching for the honey. Finally, she spots the honeybear 
               and squeezes honey A TAD TO VIOLENTLY into the tea. She tries 
               posing "confidently" then checks her reflection in the 
               toaster.

               INT. BEDROOM - MORNING

               Kate returns "confidently" with the tea and a plastic smile.

                                     LEOPOLD
                         Thank you... Has it been decided 
                         what it is I am to do while I am 
                         being held here?

                                     KATE
                         Oh, just some laundry, the cooking, 
                         a little light housework...

               Leopold doesn't react.

                                     KATE
                              (clearing her throat)
                         I took the liberty of preparing a 
                         simple schedule to efficiently utilize 
                         your time while incorporating you 
                         into my routine.
                              (she hands him a 
                              schedule)
                         As you can see, my day begins with 
                         meditation and yoga from 6:30 to 
                         7:00.

               She moves in close to him, making Leopold uncomfortable.

                                     KATE
                         YOU will arise at 6:45, shower and 
                         change and at 7:15, we breakfast 
                         together. 7:45 we begin the days 
                         work. At 10:45 Dr. Kau arrives to 
                         observe you in your natural routine 
                         as I research the data that will 
                         enable you to return home. At 1:15 
                         we lunch together. 2:15 you answer a 
                         daily questionnaire, I type up my 
                         notes. At precisely 6:15 you will 
                         enjoy 15 minutes of FREE TIME, then, 
                         at 6:30, I listen to Tom Brokaw while 
                         making dinner as YOU write down any 
                         questions that come up during your 
                         day. At 7:00, we dine together. If 
                         you need me at any time you may ring 
                         this bell.

               She rings a tiny dinner bell. He is about to speak.

                                     KATE
                         Now, Mondays and Wednesdays I have 
                         computer science class, Tuesdays I 
                         have therapy. IF I have a date, I'm 
                         usually home by 9:15. During these 
                         periods you may read any of the books 
                         I've picked out for you in your room. 
                         I organize my next days work at 10:30, 
                         11:35, David Letterman, 12:40 I'm in 
                         bed.
                              (she takes a breath, 
                              smiles at him)
                         Next day we begin again. Simple?

                                     LEOPOLD
                              (after a beat, with 
                              great dignity)
                         ...At what time shall I WEE and POOH?

               Kate is forced into a stunned silence.

                                     CHARLIE'S VOICE
                         Kate? I'm home.

                                     KATE
                         Oh. Yes. Our chaperone is here.

                                     LEOPOLD
                         Your father?

                                     KATE
                         Sort of. My brother.

                                     LEOPOLD
                         Visiting?

                                     KATE
                         For the past two years. Charlie can 
                         never know about this project. We'll 
                         tell him you are a... overly 
                         distinguished colleague staying here 
                         as our guest. From Canada. Which 
                         would explain your lack of familiarity 
                         with our customs and so forth

                                     LEOPOLD
                              (aghast)
                         A CANADIAN?

                                     KATE
                         Make yourself comfortable. I'll check 
                         in on you later. I think this is 
                         going very well, don't you?

               Leopold looks at her blankly.

                                     KATE
                         Okay. If you need anything, just 
                         ring.

               Kate tinkles the bell, fumbles for the knob and heads out. 
               P.O.V. still on Leopold.

                                     KATE (V.O.)
                              (shouting)
                         Charlie!

               Leopold reacts.

                                     CHARLIE (V.O.)
                              (screaming just as 
                              loud)
                         What?

                                     KATE
                              (still shouting)
                         Come here I wanna talk to you.

               Leopold listens at the door. He slowly opens it, takes two 
               steps out, peers around the corner, then quickly steps back 
               in. He takes a DEEP FRIGHTENED BREATH and slowly deflates.

               INT. CHARLIE'S STUDIO - MORNING

               Charlie sits on the couch smoking a cigarette surrounded by 
               his paintings. He is a likable twentysomething with a big 
               mouth.

                                     CHARLIE
                         What did I do?

                                     KATE
                              (removing his coffee 
                              from the table, 
                              setting it on a 
                              coaster)
                         RINGS! And what did I say about you 
                         smoking in the house?

                                     CHARLIE
                         You were against it.

                                     KATE
                         Correct. You're back early.
                              (She takes away his 
                              cigarette)

                                     CHARLIE
                         Hey!... Are you all right? You look 
                         funny.

                                     KATE
                         Funny ha ha or funny odd?

                                     CHARLIE
                         Both.

                                     KATE
                         That all depends. How was your trip?

                                     CHARLIE
                         Why?

                                     KATE
                         If it was good I'll tell you the 
                         truth. If it was rotten I'll have to 
                         butter you up first.

                                     CHARLIE
                         Butter me up.

                                     KATE
                         Have you been working out? No, I'm 
                         really starting to see results. Are 
                         you comfortable there on the couch?

                                     CHARLIE
                         Very.

                                     KATE
                         Good. Cause you'll be sleeping there 
                         the next few nights.

                                     CHARLIE
                         Kate!

                                     KATE
                         You have to be out of here by 8 and 
                         you can't be back before 6. We have 
                         an important man working with us 
                         with very unusual needs. The company 
                         is insisting he stay here.

                                     CHARLIE
                         What about a hotel?

                                     KATE
                         This man requires around the clock 
                         attention.

                                     CHARLIE
                         I meant for me.

                                     KATE
                         Thank you, Charlie.
                              (she kisses his 
                              forehead)
                         I owe you one.

                                     CHARLIE
                         You owe me nine. What am I supposed 
                         to do all day?

                                     KATE
                              (as if having an 
                              epiphany)
                         You could get a job!

                                     CHARLIE
                         Kate, the entire point of being an 
                         artist is that I don't have to work. 
                         Who is this guy?

                                     KATE
                         Well, I can't tell you much because...

                                     KATE AND CHARLIE
                         I'm not allowed to discuss what goes 
                         on at the office.

                                     KATE
                         Well I'm not. Anyway, it might be 
                         interesting to have someone else to 
                         talk to. It gets so quiet around 
                         here sometimes I feel like I've gone 
                         deaf.

                                     CHARLIE
                         Does he have a label?

                                     KATE
                         Leopold.

                                     CHARLIE
                         LEOPOLD? Is he anything like his 
                         name?

                                     KATE
                         He's exactly like his name.

                                     CHARLIE
                         Then you owe me ten.

               INT. LIVING ROOM - DAY

               Leopold PEEKS around the entrance to the living room. 
               Confident it's unoccupied, he majestically walks inside: Up 
               to date gadgetry, Charlie's modern art work, bright 
               fashionable furniture. Leopold recoils. His eyes come to 
               rest on the television set. The ON OFF buttons loom large. 
               He looks around the room then brazenly presses the button 
               ON.

               Instantly, REGIS and KATHY LEE loudly berate each other before 
               an excited crowd.

               Leopold jumps back several feet, hands flailing in front of 
               him as if shooing away a bee. He quickly, yet cautiously, 
               slams the power OFF.

                                     LEOPOLD
                         Horrible!

               He quickly scurries out the hallway.

               He stops abruptly. He remains very still. Composing himself, 
               he turns and deliberately faces the room. After a moment, he 
               purposefully steps back inside.

               He makes a large ARC around the television set, is confronted 
               by one of Charlie's sculptures and makes an ARC around that. 
               He finds himself in front of a light switch and gingerly 
               examines it. As he does, track lighting ILLUMINATES the room.

               He looks at the lights then back at the switch. He flicks 
               the lights ON and OFF, trying to figure out the precise moment 
               in the transfer of power, laughing in spite of himself.

               Kate and Charlie enter. They watch Leopold flicking the 
               lights, laughing like a madman. Charlie gives Kate a look.

                                     KATE
                              (explaining)
                         He's from Canada...

               INT. DINING ROOM - NIGHT

               Leopold sits at the head of the table, Kate and Charlie 
               banished to either side. Leopold chews his dinner incessantly.

                                     LEOPOLD
                              (finally)
                         What is this?

                                     KATE
                         It's called Hamburger Helper.

                                     LEOPOLD
                         It is beyond help. Please serve the 
                         next course.

               He pushes his plate away.

                                     KATE
                         I'm afraid there is no next course. 
                         If you make a list of the foods you 
                         like, I'll pick them up at the store 
                         for you.

                                     LEOPOLD
                         Is all food here this... textured?

                                     CHARLIE
                         Mine's good.

                                     LEOPOLD
                         Please understand, I am used to a 
                         different sort of preparation. Where 
                         I come from a proper meal is the 
                         result of reflection and study. A 
                         recipe is merely a theme which an 
                         intelligent cook can plan each time 
                         with variation.

               Charlie gives Kate a look.

                                     LEOPOLD
                         Several courses are served. Menus 
                         are often prepared days in advance, 
                         timed to perfection. It is said, 
                         without the culinary art, the 
                         crudeness of reality would make life 
                         unbearable.

                                     CHARLIE
                         In Canada?

                                     LEOPOLD
                              (after a beat. Firmly)
                         In Canada.

                                     CHARLIE
                         We have a saying here. "Shake and 
                         shake the catsup bottle, none will 
                         come and then a lot'll."

               He pours catsup on his dinner.

                                     LEOPOLD
                         How interesting.

                                     CHARLIE
                         Since you're such an expert on fine 
                         cuisine, why don't you make dinner 
                         tomorrow night?

                                     LEOPOLD
                         It should be obvious to you that I 
                         am NOT a domestic. You may take my 
                         plate.

                                     CHARLIE
                         I have my own, thank you.

                                     KATE
                         Charlie...

                                     CHARLIE
                         Who died and made me Cinderella?

                                     LEOPOLD
                         Young man, there is a distinct 
                         impertinence to your voice.

                                     CHARLIE
                         It's part of my charm.

                                     LEOPOLD
                         Suppress it.

                                     KATE
                              (changing the subject)
                         Leopold... Since you're our guest 
                         here, there are several cultural 
                         events you might enjoy seeing. Charlie 
                         has season tickets to the ball game. 
                         Perhaps you'd like to take that in?

                                     LEOPOLD
                         What is it?

                                     CHARLIE
                         What is it??

                                     KATE
                         Or the Opera or the Ballet?

                                     CHARLIE
                         What is it??

                                     KATE
                         Charlie, there's no rule that says 
                         everyone has to be interested in 
                         baseball.

                                     CHARLIE
                         No, but I believe there is a rule 
                         that says everyone has to have HEARD 
                         of it.

                                     LEOPOLD
                         Dr. Coles, your brother Charles 
                         attitude and demeanor are 
                         unacceptable. If I am to stay on 
                         here you must have a serious talk 
                         with him regarding respect and 
                         civility.

                                     KATE
                         CHARLES, could you help me with the 
                         dessert in the kitchen?

                                     CHARLIE
                         In the kitchen?

                                     KATE
                         IN the kitchen. Excuse us.

               Kate and Charlie leave. The camera remains on Leopold, sitting 
               alone, calmly sipping his wine. VOICE OVER FROM THE KITCHEN:

                                     CHARLIE
                         I don't believe this guy!

                                     KATE
                         Try to be nice to him.

                                     CHARLIE
                         I'm always NICE!

                                     KATE
                         Please Charlie, as a favor to me.

                                     CHARLIE
                         He gives me the creeps.

               Leopold reacts. He listens self-consciously.

                                     KATE
                         He's different that's all.

                                     CHARLIE
                         What was that crack about domestics?

                                     KATE
                         Charlie, this is important to me.

                                     CHARLIE
                         You're not going out with him, are 
                         you?

                                     KATE
                         Eeuuu! I may be desperate but I'm 
                         not a lost cause.

                                     CHARLIE
                         Kate, this is me. I've seen the guys 
                         you bring home.

                                     KATE
                         I've done countless favors for you! 
                         Now I'm asking for just one little 
                         thing...

                                     CHARLIE
                              (overlapping)
                         Oh, all right! All right! All right!

               They emerge from the kitchen, beaming.

                                     KATE
                              (after a beat)
                         We forgot the dessert.

                                     CHARLIE
                         You know,... I don't know if I 
                         mentioned it... but that is one fine 
                         looking suit.

               INT. KATE'S BEDROOM - 6:30 A. M.

               Radio alarm clock -- 7:45 a.m. Louis Armstrong begins to 
               sing, "Let's Call the Whole Thing Off." Dressed in yoga 
               clothes Kate sits on her bed in the lotus position. She bangs 
               the gong and closes her eyes. A bell rings. Kate flinches 
               but does not open her eyes.

                                     KATE
                              (too sweetly)
                         What is it, Leopold?

               The bell rings louder, interrupting Kate's routine.

                                     KATE
                              (eyes closed, screaming 
                              like a fishwife)
                         WHAT IS IT, LEOPOLD?!

               Leopold's bell rings with determination. Kate is off the bed 
               and out of the room.

               INT. KITCHEN - MORNING

               Kate enters and stops short. Leopold sits at the table ringing 
               a BELL. The dishwasher is open and SPRAYING WILDLY, the 
               blender has spread breakfast shake EVERYWHERE, water is 
               BOILING OVER on the stove, refrigerator, freezer, and every 
               cupboard door is OPEN. Garbage disposal runs FULL BLAST.

                                     LEOPOLD
                              (calmly amidst the 
                              chaos)
                         I cannot seem to find the tea...

               CLOSE UP: Leopold's hand rings a bell with irritation.

               INT. CHARLIE'S BEDROOM - EVENING

               Leopold, Kate, and Charlie stand in front of Charlie's open 
               closet. Leopold selects clothes from Charlie's wardrobe.

                                     LEOPOLD
                         No... No... No. Good God, no!... 
                         Perhaps...

               He tosses them aside carelessly as Charlie seethes.

               CLOSE UP: Leopold rings his bell.

               INT. HALLWAY - EARLY MORNING

               Kate and Charlie form a line to the bathroom. Kate checks 
               her schedule and bangs on the door.

                                     KATE
                         Leopold, your time is up! What's he 
                         got, a girl in there?

               INT. BATHROOM - EARLY MORNING

               Leopold Luxuriates in the bathtub wearing a "Whitecap" 
               marveling at the whirlpool and the instant hot water. He 
               picks up a can of shaving cream and inspects it in wonder. 
               It SPRAYS.

               CLOSE UP: Leopold rings his bell. Nothing happens. He 
               discovers the clapper has been stolen.

               INT. KATE'S STUDY - AFTERNOON

               Kate types, talks and researches simultaneously. She looks 
               up and stops suddenly.

               Leopold appears wearing MANY oddly assorted layers of 
               Charlie's clothes, a bandanna bow tie, Irish woolen cap, 
               bicycle gloves, aluminum baseball bat walking stick. He poses 
               foppishly.

                                     LEOPOLD
                         I should like to read about modern 
                         currency during my bath tonight. See 
                         that the tub and basin are scrubbed 
                         up. Remnants remain of this afternoons 
                         shave.

               Kate nods at him stupefied. Due to the many layers of 
               clothing, he imperiously leaves the room walking as if wearing 
               skis.

               INT. BEDROOM - NIGHT

               Leopold rings a BIG NEW COWBELL. No one responds.

               INT. CHARLIE'S WORKROOM - NIGHT (CONTINUOUS)

               He discovers Kate at her computer, Charlie reading a book. 
               Each are wearing a walkman.

               He stands in front of them and rings his cowbell furiously 
               until they look up.

               INT. STUDY - DAY

               Leopold studies his questionnaire, Kate researches Victorian 
               customs. They simultaneously look up and gaze at the other. 
               A beat.

               Embarrassed, Kate dons her glasses and Leopold shuffles 
               papers. They look up again. Then down. Then get back to work.

               INT. KATE'S BEDROOM - NIGHT

               Kate sits on her bed with her laptop watching David Letterman. 
               She glances up, laughs out loud. She looks at the dark empty 
               room. No one is there to share it with. Closing her computer, 
               she holds her pillow close to her. She slowly moves to the 
               window and looks out.

               INT. LEOPOLD'S BEDROOM - NIGHT

               A text book with Leopold's picture inside. Leopold reads the 
               brief summary of his life with heartbreaking astonishment. 
               He moves to the window and looks out.

               EXT. N.Y.C. APARTMENT BUILDING - NIGHT

               Kate and Leopold gaze out of their windows. The camera slowly 
               pulls back until they are swallowed up by the city.

               INT. KATE'S STUDY - AFTERNOON

               Kate scans her notes as Leopold paces dully about the room.

                                     KATE
                         In our last session you intimated 
                         there was a symmetrical system 
                         regulating the social order of 
                         conformity spanning your era. I found 
                         this particularly intriguing If I 
                         can just find it in my notes...

               A fire engine races by. Leopold dashes to the window then 
               turns back, excited.

                                     LEOPOLD
                         The fire brigade!

               Kate stares at him blankly. She munches RICE CAKES and drinks 
               water FROM THE BOTTLE. A beat. She returns to her notes.

                                     LEOPOLD
                         This is insufferable! I refuse to be 
                         spied upon, skipped over, or shuffled 
                         about any longer. I have yet to 
                         venture outside this cell. Before I 
                         go mad a more suitable arrangement 
                         must be found.

                                     KATE
                         Found it.

                                     LEOPOLD
                              (startled)
                         A resolution?

                                     KATE
                         No I meant I found my notes.

                                     LEOPOLD
                         Dr. Coles! Changes are in order.

                                     KATE
                         I can hear you.

                                     LEOPOLD
                              (under control now)
                         Miss Coles, as we are to remain here 
                         together, there are certain conditions 
                         I insist are met and maintained. I 
                         no longer wish to be peeped at, 
                         mocked...

                                     KATE
                         I never...

                                     LEOPOLD
                              (calmly)
                         Or interrupted. Jot this down. 
                         Breakfast at 12. Luncheon at 4. Diner 
                         at 8. A horse should be made available 
                         from 1 to 3.

                                     KATE
                         A horse? In New York City?

                                     LEOPOLD
                         Yes. Also, I feel very strongly about 
                         your style of dress. I do not care 
                         for it.
                              (Kate looks up)
                         I cannot believe it is the prevailing 
                         taste for women to appear masculine 
                         and unkempt. If this is the fashion, 
                         have it altered.

               Kate rises.

                                     LEOPOLD
                         That is all for the present.

               He grandly hands her a napkin.

                                     LEOPOLD
                         CRUMBS, my dear!

                                     KATE
                              (infuriated)
                         Thank you!

               Brushing herself off, she heads to the door.

                                     LEOPOLD
                         Dr. Coles. I have been acquainted 
                         with many women in my time, yet I am 
                         compelled to say that the modern 
                         woman is by far the least attractive 
                         I have ever encountered.

                                     KATE
                              (rising to the occasion)
                         And I have a news flash of my own.

               Leopold waits.

                                     KATE
                         You sir, are no Ronald Coleman!

               She storms out.

               INT. LAB - EARLY MORNING

               Dr. Drake enters Dr. Kau's office with two pints of Haagen 
               Dazs.

                                     DR. DRAKE
                         Chocolate Peanut Butter Cookie Dough 
                         Swirl or Peach?

                                     DR. KAU
                         Peach.

               They dig in.

                                     DR. DRAKE
                         Any luck?

                                     DR. KAU
                         Yea. Lots of luck. All bad. No 
                         information exists detailing what 
                         happened to Carlson. I've been working 
                         for weeks and I'm not any closer 
                         than when I began... How are you 
                         doing?

                                     DR. DRAKE
                         My cholesterol level is up 70 points.

               Kate enters, exhausted, deposits an armful of papers on Dr. 
               Drake's desk. Kate has pencils tucked behind her ear, through 
               her hair, and in her mouth.

                                     DR. DRAKE
                         Thank you, Kate... How're you managing 
                         with Leopold?

                                     KATE
                         Fine. Fine... Why? What did you hear?

                                     DR. DRAKE
                         Nothing. I was just asking.

                                     KATE
                         Oh. Well, it's fine. He's a delight. 
                         Everything's under control.

                                     DR. KAU
                         Keep up the good work.
                              (after she's gone)
                         She seemed a little scattered. Do 
                         you think everything's all right?

                                     DR. DRAKE
                         Katherine Coles is the most capable 
                         person we have on this project. If 
                         anyone can handle the delicacy of 
                         this situation, Kate can.

                                     DR. KAU
                         So there's nothing to worry about?

                                     DR. DRAKE
                         Absolutely not.

               INT. CHARLIE'S STUDIO - EARLY EVENING

                                     KATE
                         GONE? GONE WHERE?!
                              (Charlie shrugs)
                         Charlie we've got to find him!

                                     CHARLIE
                              (working on a VERY 
                              STERN portrait of 
                              Kate at her computer)
                         Are you crazy? This is the first 
                         time all week my eyes aren't darting 
                         to the top of my sockets every five 
                         minutes.

                                     KATE
                         When did he leave?

                                     CHARLIE
                         I don't know. An hour ago? He said 
                         he wanted to take a walk.

                                     KATE
                         And you let him?? He's not allowed 
                         to go outside!

                                     CHARLIE
                         Is he being punished?

                                     KATE
                         We've got to find him! You stay here 
                         in case he finds his way back. And 
                         while you wait you'd better pray 
                         he's all right. If anything happens 
                         to him, anything at all, EVERYTHING 
                         we've worked for will have been 
                         destroyed.

               She heads out the door. Charlie follows.

               INT. LIVING ROOM - EARLY EVENING

                                     CHARLIE
                         Kate, calm down.

                                     KATE
                         And YOU'LL be responsible. Understand?
                              (she grabs her coat 
                              and purse)

                                     CHARLIE
                         What's the big deal? Who is this 
                         guy?

               Kate takes a LONG pause.

                                     KATE
                         Leopold... is not really from Canada.

               EXT. KATE'S APARTMENT BUILDING - LATE AFTERNOON

               Peaceful. The sun sets. Pigeons rest on window sills. 
               Suddenly:

                                     CHARLIE (V.O.)
                         OH MY GOD!!!

               The pigeons take flight.

               EXT. CENTRAL PARK - EVENING

               Leopold leaves Central Park profoundly lost. Looking both 
               ways in the wrong direction, he crosses the street. SCREECHING 
               brakes, HONKING horns, FURIOUS shouts with Leopold, horrified, 
               caught in the middle. He makes it across shaking and dazed. 
               A motorist pulls along side of him.

                                     WOMAN MOTORIST
                         You stupid fucking son of a bitch. 
                         Next time I'll hit ya. Fucking moron.

               Leopold GAPES, appalled. A Hansom carriage slowly treads 
               into Central Park. Leopold watches until it disappears.

               INT. KATE'S GREEN A.M.C. PACER - NIGHT

               Kate drives slowly, searching for Leopold. Cars honk with 
               mounting anger.

                                     CABBY
                         What're ya waiting for lady? An 
                         invitation?

                                     KATE
                         I'm sorry! I'm sorry!

               She continues searching, trying hard to remain calm.

               EXT. TIMES SQUARE - NIGHT

               Huge buildings. Neon lights flashing. Garbage in bundles. 
               Calvin Klein Ads. In the center of it all, Leopold, jostled 
               BADLY by the crowd, tipping his hat to all the ladies. He 
               enters a deli.

               INT. DELI - NIGHT

               Leopold, appalled by the prices searches for money. He has 
               none.

                                     LEOPOLD
                              (to the counter man)
                         $7.95 for a sandwich? Is that correct?

                                     COUNTER MAN
                         You gotta problem with that?

                                     LEOPOLD
                         It seems rather pricey to me.

                                     COUNTER MAN
                         So don't buy one.

                                     LEOPOLD
                         I shan't.

                                     COUNTER MAN
                         So shan't!

               He moves on.

                                     LEOPOLD
                         Yes, I... I would be happy to sample 
                         one however I'm afraid I haven't the 
                         finance with me just now. If I could 
                         establish a credit with you, I will 
                         have someone come round with the 
                         funds tomorrow.

                                     COUNTER MAN
                         You will gladly pay me Tuesday for a 
                         hamburger today, is that it?

                                     LEOPOLD
                              (a little confused)
                         I believe so. Yes.

                                     COUNTER MAN
                         Get the fuck outta here.

                                     LEOPOLD
                         I beg your pardon?

                                     COUNTER MAN
                         Get out. Fuckin' Wimpys piss me off.

                                     LEOPOLD
                         May I remind you, merchant, that I 
                         am the customer in this establishment 
                         and as such require your attention 
                         and the utmost respect. I do not 
                         accept this modern convention of 
                         desecrating one's patrons with such 
                         contemptuous disregard.

                                     YUPPIE WOMAN
                         You tell him.

                                     LEOPOLD
                         Need I add that without our patronage 
                         you would not own that unwashed 
                         counter behind which you spew your 
                         filthy mouth?

                                     COUNTER MAN
                         Where do you get off? You don't even 
                         have any money.

                                     LEOPOLD
                         Don't be irrelevant... I'm browsing.

                                     COUNTER MAN
                         Not in my store you're not.

               He comes out from behind the counter. He's big.

                                     LEOPOLD
                              (very superior)
                         Do you intend to physically escort 
                         me out...?

               EXT. STREET - NIGHT

               Leopold is thrown out of the store and on to the street.

                                     LEOPOLD
                         Did you see what he did? Did you see 
                         that?

               No one responds. Leopold is left sprawled on the street. 
               Thunder is heard.

               EXT. N.Y.C. - NIGHT

               Gargoyles at New York City Library, The Dakota, the Bowery, 
               Alphabet City.

               EXT. CLAIRMOUNT STABLES - 4 A.M.

               Pouring rain. Leopold stands in front of the stables beaten 
               and drenched. A car drives by, screeches to a stop, and 
               hastily backs up along side Leopold.

                                     KATE
                         Leopold! Leopold, get in.

               Leopold stares at the car. Kate runs out, opens the door and 
               helps him in. She dashes back into the drivers seat.

               INT. CAR - 4 A.M.

                                     KATE
                              (nearly in tears, 
                              trying to dry him 
                              off)
                         Leopold! Oh, Leopold thank God you're 
                         all right. I didn't think I'd ever 
                         find you. You had us all so worried. 
                         Oh, Leopold!

               She hits him hard.

                                     KATE
                         Don't you ever go out again without 
                         my permission, do you hear me? I was 
                         frantic. You could have been killed 
                         a hundred times over. I never would 
                         have known.

               She rests her head on the steering wheel, exhausted. She 
               pulls herself together and looks at him.

                                     KATE
                         Leopold, are you all right?

                                     LEOPOLD
                              (looking deep into 
                              her eyes for the 
                              first time)
                         I wish to go home.

                                     KATE
                         Okay. I'll get you home in a jiffy.

                                     LEOPOLD
                              (badly shaken)
                         No... I wish to go home.

               Kate gently observes Leopold who stares rigidly straight 
               ahead.

               INT. LIVING ROOM - NIGHT

                                     CHARLIE
                              (on the phone)
                         I don't know. It's just Leopold. 
                         Like Cher. Or Goofy.

               Kate and Leopold walk in wet and exhausted.

                                     CHARLIE
                         Never mind they just walked in. Jesus. 
                         You look horrible.

                                     KATE
                         Charlie, don't start. I haven't been 
                         this angry at you since you got me 
                         into that pyramid thing last year. 
                         If you make a wisecrack I'm going to 
                         burst into flame.

                                     CHARLIE
                         It wasn't a wisecrack. You do look 
                         horrible.

                                     KATE
                         I'm too tired for this now. I'll 
                         just save it up and kill you tomorrow. 
                         Help Leopold out of his things and 
                         lets get him to bed.

                                     LEOPOLD
                         I've something to say. To the both 
                         of you. I... Nothing is what it seems. 
                         After witnessing mere weeks of this 
                         age it is painfully apparent I am 
                         outside of my acquaintance... I don't 
                         know how to proceed. I frankly... am 
                         in need of assistance. I'm sorry. 
                         I'm not very good at this. In the 
                         event you have missed it, I am 
                         apologizing.

               There is a long pause.

                                     CHARLIE
                         About time.
                              (he shakes Leopold's 
                              hand reluctantly)
                         Welcome back.
                              (he leaves)

                                     KATE
                         Don't mind him. His heart would be 
                         in the right place if he had a heart. 
                         Surliness runs in my family.

                                     LEOPOLD
                         I understand. It practically races 
                         through mine.

                                     KATE
                              (shocked)
                         Leopold, you made a joke. I mean one 
                         that's not at my expense. That's 
                         good.

               They look at each other just a second too long.

                                     LEOPOLD
                         We'd better get to bed... That is...

                                     KATE
                         Yes... I start work...
                              (she looks at her 
                              watch)
                         in three and a half hours.

                                     LEOPOLD
                         Oh, dear.

               They self-consciously head to their respective rooms.

                                     KATE
                         It's fine. I'm used to it.

                                     LEOPOLD
                         You mustn't get too used to it. You'll 
                         find life passes you by awfully 
                         quickly.

               Kate is struck by his vulnerability for the first time and 
               is moved. She catches herself quickly however.

                                     LEOPOLD
                         Thank you for...

                                     KATE
                              (waving it away)
                         Oh!

               They stand at their bedroom doors.

                                     LEOPOLD
                         Well, goodnight then.

                                     KATE
                         Leopold?... I don't have a clear 
                         handle on this. Perhaps I was wrong 
                         keeping you confined to the apartment 
                         all this time. I don't know when 
                         you'll be able return home... Tomorrow 
                         I'll start preparing you for the 
                         outside world. And... We'll find 
                         your way back. I promise.

               Leopold smiles, still shaken. A beat. They slowly close the 
               doors to their respective rooms.

               INT. HALLWAY - BRIGHT SUNNY MORNING

               Leopold, dressed for an outing knocks on Kate's bedroom door.

                                     KATE (V.O.)
                         Yes?

               Leopold enters. Kate stands in a slip calmly looking at 
               Leopold. Leopold immediately turns, facing the door.

                                     LEOPOLD
                         Oh! I beg your pardon. I, I, I, was 
                         merely... I didn't...

                                     KATE
                         Is there something you want, Leopold?

                                     LEOPOLD
                         I merely wanted to see... that is, 
                         inquire, on your availability, for 
                         an outing... My assimilation and so 
                         forth.

                                     KATE
                         Yes, we have a lot of work ahead of 
                         us. I'll be out in a minute.

                                     LEOPOLD
                         Yes, of course. Splendid.

               He reaches around behind his back and fumbles for the knob. 
               He finally finds it and goes out.

               Kate smiles.

                                                                    CUT TO:

               EXT. N.Y.C. - DAY

               the Brooklyn Bridge, the Chrysler Building, Rockefeller 
               Center, 5th Avenue.

               EXT. 5TH AVENUE - DAY

               Kate and Leopold exit The Gap. Leopold awkwardly wears hip 
               Gap casual clothes, a baseball cap on his head.

                                     LEOPOLD
                         Are you certain this is correct?

               Kate places the cap backwards on his head. She nods 
               approvingly.

                                     KATE
                         Certainly I'm certain.

               Leopold watches himself in store windows. He CAN'T comprehend 
               it. Kate leads him into Barney's.

               INT. BARNEY'S - DAY

               Leopold stands before the mirror wearing a classic dark suit. 
               He looks FANTASTIC. A fact that is not lost on Kate.

                                     LEOPOLD
                         Now really. Isn't this better?

               Kate nods back begrudgingly, her breath taken away.

               EXT. N.Y.C. - DAY

               Lincoln Center, Columbus Circle, Gristedes.

               INT. GRISTEDES MARKET - DAY

               Kate selects a shopping cart, begins to push it.

                                     LEOPOLD
                         Allow me.

               Kate walks ahead. Leopold, maneuvering a cart with a broken 
               wheel, hasn't the knack and bangs into everyone and everything 
               in the aisle.

                                     LEOPOLD
                         Sorry. Oops! Careful there. So sorry.

                                                                    CUT TO:

               CLOSE UPS: Leopold scrutinizing vegetables in cans, cereals 
               for kids, bottled water, instant soup, feminine hygiene 
               supplies.

                                                                    CUT TO:

               The check out line. As their groceries are being rung up, 
               Leopold spots The Sun, a newspaper with the headline: Woman 
               Sees Satan in her Microwave Oven. Leopold eagerly shows Kate.

                                     LEOPOLD
                         Have you seen today's paper?

                                     KATE
                         Put it back.

                                     LEOPOLD
                         But...

                                     KATE
                         Back!

               Leopold reads the paper totally enthralled.

               EXT. STREET - DAY

               Kate and Leopold walk down the street, a bag in each arm. 
               Leopold eyes Kate suspiciously.

                                     LEOPOLD
                         Dr. Coles, why is it you are not 
                         married?

                                     KATE
                         Women are longer defined by the men 
                         they're married to, Leopold. I have 
                         a career. I haven't found a man who 
                         fits in with that yet.

                                     LEOPOLD
                         Yet people still marry?

                                     KATE
                              (defensively)
                         I've heard of cases.

               They continue to walk, Leopold noticeably studies Kate. 
               Finally:

                                     LEOPOLD
                         I suspect there is something wrong 
                         with you.

                                     KATE
                         There's nothing wrong with me!

                                     LEOPOLD
                         Perhaps it is the way you present 
                         yourself.

                                     KATE
                         I don't know what you're talking 
                         about.

                                     LEOPOLD
                         There is some sort of problem when a 
                         woman reaches thirty and insists on 
                         remaining single.

                                     KATE
                         You think I'm THIRTY?!

                                     LEOPOLD
                         What?

                                     KATE
                         Do I look THIRTY to you?

                                     LEOPOLD
                         It was an arbitrary number.

                                     KATE
                         You chose it specifically opposed to 
                         a lower number.

                                     LEOPOLD
                         I didn't mean it.

                                     KATE
                         ...Thirty!

                                     LEOPOLD
                         I apologize... How old are you?

                                     KATE
                              (sharply)
                         I'm thirty! But you're the first 
                         person whoever told me I looked it!

                                     LEOPOLD
                         I'm sorry.

               Leopold spots a formal dress in a store window. He takes a 
               good long look at Kate, smiles, then quickly walks inside. 
               Kate continues down the block.

                                     KATE
                         And it's not that I insist on 
                         remaining single. Believe me. Everyone 
                         dreams of finding somebody to share 
                         their life with. To give someone all 
                         the love they've been hoarding since 
                         they were a kid. I'm no different. 
                         But one has to be sensible. I have a 
                         career and a life that's filled 
                         with...

               She looks around. Leopold is gone.

                                     KATE
                         Not again...

               She starts off down the street, stops, and enters ROBERTA'S, 
               an upscale boutique.

               INT. ROBERTA'S - DAY

               Kate races in. Leopold talks with a saleslady.

                                     KATE
                         What do I have to do? Put a leash 
                         around your neck?

                                     LEOPOLD
                              (to the saleslady)
                         She is the woman to whom I was 
                         referring. You see the problem?

                                     SALESLADY
                              (giving Kate the once 
                              over)
                         Yep.

                                     KATE
                              (staring down at her 
                              clothes then back at 
                              the two of them)
                         What?... What?

               INT. ROBERTA'S - DAY

               From behind the dressing room door, Kate shouts to the others 
               with irritation.

                                     KATE
                         This is ridiculous. I don't have 
                         time to...
                              (she shrieks)
                         Do you know what this dress costs? 
                         Let's get this over with. I'm coming 
                         out. Nobody laugh.

               Kate leaves the dressing room in a huff COMPLETELY UNAWARE 
               that she is STUNNING.

                                     KATE
                         Satisfied?

               Leopold and the saleslady stare at her with pleasure.

                                     KATE
                         ...What?

               She turns and looks at herself in the mirror. Leopold stands 
               behind her, pulls back her hair, brushes away her bangs.

                                     LEOPOLD
                         You have a lovely face.

               Even Kate cannot deny that she is lovely. She stares at 
               herself for a long while.

                                     LEOPOLD
                              (quietly)
                         We'll take the dress.

               They become aware of their close proximity. They nervously 
               part.

               INT. LIVING ROOM - LATE AFTERNOON

               Kate sits Leopold down on the sofa. She turns on the TV and 
               hands him the remote control.

                                     LEOPOLD
                         What is this?

                                     KATE
                         The drug of the 20th century.

               She aims the remote at the TV, changing channels. He's 
               spellbound.

               INT. DINING ROOM - EARLY EVENING

               Dinner is served. Kate waits patiently for Leopold who sits 
               on the sofa watching the TV.

                                     KATE
                         Leopold, your dinner's getting cold.

                                     LEOPOLD
                         I'm coming.

               He does not move a muscle.

               INT. LIVING ROOM - NIGHT

               Kate and Leopold sit on the sofa eating their dinner and 
               watching TV. On the screen, a Looney Tune. Leopold enjoys 
               this especially. Kate reaches for the remote but Leopold 
               grabs it territorially, refusing to relinquish it.

                                     KATE
                              (making notes)
                         It's a guy thing.

               INT. LIVING ROOM - NIGHT

               Leopold asleep on the sofa still clutching the remote control. 
               Kate comes in with a blanket and settles it over Leopold. 
               She glances around the room, then slowly bends down close to 
               capture a better look at his face.

               After a moment she catches herself, takes herself in hand 
               and sits down at her computer. She opens her notes and types. 
               Her fingers slow down to a crawl and come to a stop. She 
               looks up at Leopold lost in thought. She smiles.

               Reaching for a soda, she accidentally knocks a picture to 
               the floor. In a SMASHED frame, Kate and CARLSON drunkenly 
               mug for the camera. Kate pales noticeably.

               She looks from the picture to Leopold. Slowly, she begins 
               pecking away at the keys. She does not look up again.

               INT. LAB - LATE AFTERNOON

               Kate gives Leopold a tour of the lab stopping by Dr. Drakes 
               area. Hidden behind chalk boards, calculator paper, and 
               several empty Haagen Dazs containers, Dr. Drake searches for 
               solutions.

                                     KATE
                         ...Now within that astronomical 
                         structure, Dr. Drake here is searching 
                         for a pathway between your time and 
                         the present. He'll find it too if 
                         his arteries don't harden first.

                                     LEOPOLD
                         Astounding.

                                     KATE
                         Once that is discovered, the search 
                         begins for the exact time and date 
                         travel will be possible.

               They move to Dr. Kau's area.

                                     LEOPOLD
                              (to Dr. Kau)
                         How are you proceeding?

               Dr. Kau merely grunts. Leopold looks at Kate.

                                     KATE
                         Don't take it personally. Once Dr. 
                         Kau starts working, you just have to 
                         wait until her batteries run down. 
                         We're all pretty much like that.

               They head into Kate's office.

               INT. KATE'S OFFICE - DAY

               Kate gathers her belongings, Leopold snoops at her notes.

                                     LEOPOLD
                         The complexity of this equation is 
                         astonishing? Can you really comprehend 
                         all that?

                                     KATE
                              (simply. Almost 
                              apologetically)
                         I'm a genius.

                                     LEOPOLD
                         You're quite exceptional Dr. Coles.
                              (a beat)
                         That is to say, you all are.

                                     KATE
                         Thank you. And may I say that 
                         sometimes, in DIM light, you're not 
                         so bad yourself.

               They stand together, Leopold grinning sheepishly.

                                     KATE
                         Oh my God! Is that the time? I'm 
                         late. Therapy. Every Tuesday night.

                                     LEOPOLD
                         May I accompany you?

                                     KATE
                         You mayn't.

                                     LEOPOLD
                         I am not certain I understand therapy.

                                     KATE
                         No one does. That's why therapists 
                         can charge so much.

               As she gathers her belongings, Leopold spots a very high 
               heeled red shoe in Kate's bag.

                                     LEOPOLD
                         What exactly transpires during 
                         therapy?

                                     KATE
                         Leopold. A gentleman does not ask 
                         those questions. Come on, we'll get 
                         you home.

                                     LEOPOLD
                         I am perfectly able to travel homeward 
                         myself.

               Kate looks at him skeptically.

                                     LEOPOLD
                         Really! I have finance and our 
                         address. I shall take a cabbie.

               Kate hesitates.

                                     LEOPOLD
                         You are late. I insist. I am NOT a 
                         child. Dr. Coles.

                                     KATE
                         All right. Don't bite my head off.

               She shakes her head and walks out the door.

               EXT. N.Y.C. STREET - LATE AFTERNOON

               Kate heads down the stairs of a subway station. A few feet 
               behind, Leopold cautiously follows.

               INT. SUBWAY STATION - RUSH HOUR

               Kate waits in line at the turnstile. Leopold, a ways back, 
               grimaces noticeably at the smell.

               Kate heads through. Leopold follows banging painfully into 
               the bar. A NUN hurriedly bumps into him from behind.

               He tries pushing the bar but it doesn't budge. He turns around 
               to step out of line but it is already too long. He stands 
               NOSE to NOSE with the nun.

                                     LEOPOLD
                         I can't seem to...

                                     NUN
                              (impatiently)
                         Oh, for heaven's sake...

               The nun deposits her token and SQUEEZES them both through as 
               the train arrives at a deafening pitch, startling Leopold.

               He spots Kate entering the train and jumps into the car in 
               the nick of time. The train departs, Leopold pressed awkwardly 
               against the glass.

               EXT. N.Y.C. STREET - EARLY EVENING

               Kate races from the subway station, entering the Arthur Murray 
               Dance Studio. Leopold, thoroughly disheveled, follows at a 
               distance.

               INT. DANCE STUDIO - EVENING

               Elderly Blue haired couples chat amongst themselves, men on 
               the right, women on the left. Kate, in dance clothes, out of 
               breath, stumbles in, making a b-line for the women's side.

                                     MRS. PINCUS
                         I was worried. I thought you weren't 
                         going to make it.

                                     KATE
                              (smiling happily)
                         Miss my lesson? This is the only 
                         thing I have to look forward to all 
                         week. Is that a new dress Mrs. Pincus?

               Mrs. Pincus executes a fancy spin, proudly showing off her 
               purchase. Across the room, MR. Pincus beams in anticipation.

               An elderly, overly made up dance instructor enters. She claps 
               her hands together loudly.

                                     INSTRUCTOR
                         All right, kids. Pair up!

               The men slick back their hair. The women straighten their 
               gowns. Kate stands to the side, self-consciously studying 
               the floor.

               The men take their places on the dance floor. They flick 
               their hand twice, inviting their women to dance. Cooly, 
               elegantly, the women approach their partners. After a while 
               Kate looks up, relieved. She stands alone. Ballroom music 
               plays.

               The couples effortlessly shift between steps and turns. Kate 
               dances with an imaginary partner, stumbling, more than a 
               beat behind, counting, animated, a concentrated YEARNING 
               look spread across her face.

               The instructor approaches with a look of resignation.

                                     INSTRUCTOR
                         Don't think so much, Katie. FEEL the 
                         music.

                                     KATE
                              (sweating)
                         I am!

                                     INSTRUCTOR
                         Dancing should not be work. It should 
                         be a vacation the body takes from 
                         the mind. Let the music wash over 
                         you.

                                     KATE
                              (frustrated)
                         It is!

                                     INSTRUCTOR
                         Repeat after me: I've got the muusic 
                         in me.

                                     KATE
                         I've got the muusic in me.

                                     INSTRUCTOR & KATE
                              (overlapping)
                         I've got the muusic in me!

                                     INSTRUCTOR
                         Keep telling yourself that.

               Kate does. Her instructor shakes her head and moves away.

               Across the room, through the window, Leopold watches, moved.

               LEOPOLD'S P.O.V. -- Over the music, beyond the swirling 
               couples, Kate remains in the corner, dancing with her 
               imaginary partner, fighting valiantly for the right steps, 
               muttering to herself, dancing alone.

               INT. LAB - MORNING

               Dr. Kau SLAMS a large book on Dr. Plodder's desk startling 
               him.

                                     DR. KAU
                         I've located her.

                                     DR. PLODDER
                         You didn't! Is she all right?

                                     DR. KAU
                         No. She's really not.

               Photograph of a SWEATSHOP 1896. The conditions are APPALLING. 
               Positioned among the workers, Julia Carlson, thin, ragged, 
               worn out, stares helplessly into the camera.

                                     DR. KAU
                         It was taken a year after she arrived. 
                         Look at her face! We have to get her 
                         back.

                                     DR. PLODDER
                         Christine, this morning I spoke with 
                         the head of funding. They're talking 
                         about canceling the project.

                                     DR. KAU
                         What?! They can't do that!

                                     DR. PLODDER
                         There's still time. Nothing has 
                         happened yet that can't be undone. 
                         We'll get her back. We'll put this 
                         behind us and we'll get her back.

               The doctors stare at the photograph. Powerless.

                                                                    CUT TO:

               INT. CHARLIE'S STUDIO - DAY

               Charlie and Leopold work at their easels. Leopold sighs 
               HEAVILY.

                                     CHARLIE
                         Is there something on your mind?

               There is a pause.

                                     LEOPOLD
                         This is rather difficult for me.

                                     CHARLIE
                         ...Uh huh...?

                                     LEOPOLD
                         I have been in the salon contemplating 
                         the reception I have received by the 
                         various tradesmen I have visited. 
                         I've determined I am lacking the 
                         dexterity of modern intercourse.

                                     CHARLIE
                         Of what??

                                     LEOPOLD
                         Social skills.

                                     CHARLIE
                         Oh.

                                     LEOPOLD
                         I realize our association has been 
                         rather distant and I bear you no ill 
                         will.

                                     CHARLIE
                         You can imagine my relief.

                                     LEOPOLD
                         The fact is... I need help.

                                     CHARLIE
                         Why not ask Kate?

                                     LEOPOLD
                         I would appreciate the masculine 
                         point of view.

                                     CHARLIE
                         Why not ask Kate?... That was a joke.

               Leopold looks worried. Charlie puts down his brush.

                                     CHARLIE
                         Well? Let's see... I guess we could 
                         start by removing that great big 
                         stick from up your... Let's start 
                         with your walk.

                                     LEOPOLD
                         My walk?

                                     CHARLIE
                         You don't walk right.
                              (gently)
                         You strut.

                                     LEOPOLD
                              (very defensive)
                         STRUT?

                                     CHARLIE
                         Strut strut strut. You walk into the 
                         bathroom it's like I'm watching a 
                         parade. Walk across the room.

                                     LEOPOLD
                         I will not.

                                     CHARLIE
                         I know you won't. You'll STRUT. You 
                         asked for my help. Trust me on this.

               As Leopold struts across the room Charlie shakes his head 
               and spontaneously begins to hum Sousa's Stars and Stripes 
               March. Leopold becomes more and more agitated. As the song 
               crescendos:

                                     LEOPOLD
                         That's enough! Really! You walk.

               Charlie hops up, casually walks around the room and begins 
               to hum a more relaxed version of Stars and Stripes.

                                     CHARLIE
                              (between choruses)
                         See? Easy. Relaxed. You try.

               Leopold begins humming the more casual version of the song 
               and mimics Charlie.

                                     CHARLIE
                         That's better. Now, try to enjoy 
                         your walk. It's a beautiful day. The 
                         sun is shining, the peasants are 
                         singing.

               INT. LIVING ROOM - DAY

               VOICE OVER: Charlie and Leopold joyously singing The Stars 
               and Stripes. As the song builds:

               Charlie enters leading Leopold throughout the room. Leopold 
               matches Charlie EXACTLY step by step so tightly they appear 
               to be one person marching happily about.

                                                                    CUT TO:

               EXT. N.Y.C. - DAY

               Chinatown, Little Italy, chess in Washington Square Park.

               EXT. WASHINGTON SQUARE PARK - DAY

               Leopold and Charlie explore the city. Leopold works diligently 
               on his walk. A beautiful woman walks by in a revealing outfit. 
               Charlie catches Leopold watching her and smiles broadly.

                                     CHARLIE
                         Interesting?

               Leopold, caught leering, turns away sheepishly and smiles. 
               Charlie pats Leopold on the back. Stops. Pats his back again.

                                     CHARLIE
                         What the hell is that?

                                     LEOPOLD
                         What?

                                     CHARLIE
                         Leopold, are you wearing a corset?

                                     LEOPOLD
                         Naturally.

               Cracking up, Charlie good-naturedly puts an arm around 
               Leopold's shoulder. Leopold attempts the same pulls away.

               INT. BLOCKBUSTER RECORDS - NIGHT

               With a headset on, Charlie listens to music. Leopold watches.

                                     CHARLIE
                         What'd ya say was the name of this 
                         number?

                                     LEOPOLD
                         Tchaikovsky. Waltz of the Flowers.

                                     CHARLIE
                              (deadpan)
                         Pretty.

               Charlie stops the music and places a headset over Leopold's 
               ears. Leopold watches calmly. Charlie selects a song. 
               Instantly, Leopold's shoulders rise up to his ears. His mouth 
               opens wide.

                                     CHARLIE
                         Megadeath. High Speed Dirt.

               After a bit, Charlie turns the music off. Leopold's shoulders 
               go down but his mouth stays wide open. Astonished.

               EXT. CENTRAL PARK - DAY

               Charlie and Leopold walk through the park. A rubber softball 
               hits Leopold squarely on the head.

                                     LEOPOLD
                         What in the world...?

               A couple race over. The man is BLACK. The woman is WHITE. 
               Their child, ELIZABETH, 7, follows wide eyed and apprehensive.

                                     MAN
                         Sorry! We're so sorry. Are you hurt?

                                     WOMAN
                         She's another Babe Ruth. We had no 
                         idea. Are you okay?

               Leopold regards them curiously.

                                     WOMAN
                         What do you have to say for yourself, 
                         Elizabeth?

                                     ELIZABETH
                         I'm sorry!

               Leopold stares hard at the modern familial scene. He doesn't 
               speak. After a long moment:

                                     LEOPOLD