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                                      "REAR WINDOW"

                                            by

                                    John Michael Hayes

                                  Based on a short story

                                            by

                                     Cornell Woolrich

                                       Final Draft

                                     December 1, 1953

                

               FADE IN:

               INT. JEFFERIES' APARTMENT - DAY - LONG SHOT

               Although we do not see the foreground window frame, we see 
               the whole background of a Greenwich Village street.

               We can see the rear of a number of assorted houses and small 
               apartment buildings whose fronts face on the next cross-town 
               street, sharply etched by the morning sun.

               Some are two stories high; others three; some have peaked 
               roofs, others are flat. There is a mixture of brick and wood 
               and wrought iron in the construction.

               The apartment buildings have fire escapes, the others do 
               not.

               The neighborhood is not a prosperous one, but neither is it 
               poor. It is a practical, conventional dwelling place for 
               people living on marginal incomes, luck -- or hope and careful 
               planning.

               The summer air is motionless and heavy with humid heat.

               It has opened windows wide, pushed back curtains, lifted 
               blinds and generally brought the neighborhood life into a 
               sweltering intimacy. Yet, people born and bred to life within 
               earshot and eye glance of a score of neighbors have learned 
               to preserve their own private worlds by uniformly ignoring 
               each other, except on direct invitation.

               THE CAMERA PULLS BACK until a large sleeping profile of a 
               man fills the screen. It is so large that we do not see any 
               features, but merely the temple and side of the cheek down 
               which a stream of sweat is running.

               THE CAMERA PANS OFF this to the right hand side of the window, 
               and MOVES TO a thermometer which is hanging on the wall just 
               outside the window. It registers 84.

               THE CAMERA MOVES ON into the open, and brings nearer to us a 
               room with a large studio window. We are able to see inside 
               this room. A short, balding man is standing near the window, 
               shaving, using a small bowl of water and a portable mirror 
               which he has set up on a shelf.

               To the right of him is a battered upright piano. On top of 
               the piano is a radio. The music selection coming from the 
               radio stops, and the announcer is heard.

                                     ANNOUNCER
                         The time -- 7:15 A.M., WOR, New York. 
                         The temperature, outside, 84 -- 
                         Friends -- is your life worth one 
                         dollar?

               The man shaving quickly puts down his razor, hurries to the 
               radio, and changes the station, moving past a number of 
               commercial voices until he again finds some music.

               Contented, he returns to his shaving.

               THE CAMERA MOVES ON AND OVER to a far building. It passes 
               over the face of this building until it comes to fire escapes. 
               It goes up and near enough to one which has become the outdoor 
               bedroom of a couple. We are near enough to see an alarm clock 
               hanging from the rail which is now ringing vigorously. A man 
               rises lazily to a sitting position. He gropes to switch the 
               alarm off.

               We see that his pajamas are stained with sweat. In his sitting 
               position he leans forward and shakes somebody beside him. To 
               our surprise, the head of this other person -- a woman -- 
               rises where his feet are. They have been sleeping in opposite 
               directions. They sit limply looking at each other with 
               bedraggled and weary expressions which show they enjoyed 
               very little sleep in the heat of the night.

               THE CAMERA NOW MOVES DOWN toward the left onto another low 
               building. It MOVES IN A LITTLE to a living room window. Just 
               inside the windowsill, a small fan is oscillating. The fan 
               sits on the right side of the table, and to the left of it 
               is an automatic toaster.

               Behind the toaster stands a full-bodied young woman, 
               apparently wearing only a pair of black panties. Her stomach, 
               navel, and the lower part of her chest are naked. Just below 
               her breasts, the curtain, partly drawn, has thrown a deep 
               shadow which extends upward, hiding her breasts, shoulders 
               and head. Two pieces of toast pop up in the toaster. She 
               takes them out, butters them. Then she turns around and bends 
               over another table on which stands an automatic coffee-maker.

               She picks up the coffee-maker, and swings back to the table 
               to sit down. She does this so deftly that her breasts are 
               never exposed, but hidden by the fan as she sits down. The 
               fan moves back and forth as she pours coffee, far enough to 
               reveal that she wears no bra, but not far enough to fulfill 
               the exciting promise of her lack of clothes.

               THE CAMERA MOVES ON to a distant street corner seen between 
               two buildings. The traffic is very light at this hour, but a 
               Sanitation Department truck moves through the intersection 
               spraying water out behind it to cool the pavement and keep 
               the dust down. Three little kids in bathing suits run behind 
               the truck, playing in the water.

               THE CAMERA MOVES OFF and around to some buildings at the 
               side. As it skims this building, we see a hand emerge from 
               one of the windows, and remove the cover from a birdcage 
               which is hanging from a hook on the wall outside. In the 
               cage are two lovebirds -- arguing.

               THE CAMERA NOW PULLS BACK SWIFTLY and retreats through the 
               open window back into Jefferies' apartment. We now see more 
               of the sleeping man. THE CAMERA GOES IN far enough to show a 
               head and shoulders of him.

               He is L. B. JEFFERIES. A tall, lean, energetic thirty five, 
               his face long and serious-looking at rest, is in other 
               circumstances capable of humor, passion, naive wonder and 
               the kind of intensity that bespeaks inner convictions of 
               moral strength and basic honesty.

               He is sitting in an Everest and Jennings wheelchair.

               THE CAMERA PANS along his right leg. It is encased in a 
               plaster of Paris spica from his waistline to the base of his 
               toes. Along the white cast someone has written "Here lie the 
               broken bones of L. B. Jefferies."

               THE CAMERA PANS to a nearby table on which rests a shattered 
               and twisted Speed Graphic Camera, the kind used by fast-action 
               news photographers.

               On the same table, the CAMERA PANS to an eight by ten glossy 
               photo print. It shows a dirt track auto racing speedway, 
               taken from a point dangerously near the center of the track. 
               A racing car is skidding toward the camera, out of control, 
               spewing a cloud of dust behind it. A rear wheel has come off 
               the car, and the wheel is bounding at top speed directly 
               into the camera lens.

               THE CAMERA MOVES UP to a framed photograph on the wall.

               It is a fourteen by ten print, an essay in violence, having 
               caught on film the exploding semi-second when a heavy 
               artillery shell arches into a front-line Korean battle 
               outpost. Men and equipment erupt into the air suspended in a 
               solution of blasted rock, dust and screeching shrapnel. That 
               the photographer was not a casualty is evident, but surprising 
               when the short distance between the camera and the explosion 
               is estimated. A signature in the lower right hand corner of 
               the picture reads -- "L. B. Jefferies."

               THE CAMERA PANS to a second photograph of a picket line at 
               an aircraft plant strike. Strikers, non-strikers and police 
               are embroiled in a bitter and confused riot.

               Clubs, fists and truncheons swing, blood flows, faces twist 
               with emotion and fallen victims struggle to regain their 
               feet. The picture represents no distant, cautions photographic 
               observation, but rather an intimate report, so immediate and 
               real that the viewer has the nervous feeling the fight 
               surrounds him and he had best defend himself. The same 
               signature, "L. B. Jefferies," is in the corner.

               THE CAMERA PANS TO another framed picture, this one a 
               beautiful and awesome shot of an atomic explosion at 
               Frenchman's Flat, Nevada. It is the cul-de-sac of violence. 
               The picture taken at a distant observation point, shows some 
               spectators in the foreground watching the explosion through 
               binoculars.

               THE CAMERA MOVES ON to a shelf containing a number of cameras, 
               photographic film, etc. It then PAN ACROSS a large viewer on 
               which is resting a negative of a woman's head.

               From this, THE CAMERA MOVES ON to a magazine cover, and 
               although we do not see the name of the magazine, we can see 
               the head on the cover is the positive of the negative we 
               have just passed.

               THE CAMERA FINALLY COMES TO REST ON a pile of magazines -- 
               perhaps a hundred or so. They are all of the same publication.

                                                           LAP DISSOLVE TO:

               INT. GUNNISON'S OFFICE - DAY - CLOSE UP

               The screen is filled with the top of a desk. In addition to 
               the usual telephones, blotting pad, etc., the most prominent 
               feature is the number of glossy photo prints, and even larger-
               sized mat prints. Some of them have slips pasted over with 
               descriptions. The center of the desk is occupied by a large 
               layout of photographs on one magazine page. Behind this we 
               hear the murmur of two voices of men who can be vaguely seen 
               beyond the desk.

               THE CAMERA PANS UP and we are now face to face with IVAR 
               GUNNISON and JACK BRYCE. Gunnison is sitting on a window-
               ledge, and beyond him we realize we are high above the New 
               York streets. Bryce leans against a wall at right angles to 
               him.

               Gunnison is holding a cablegram in his hand. Bryce has a 
               cigarette in his mouth. He scratches a match, and is about 
               to light it, when he notices that Gunnison, still reading 
               the cable, has reached into an inside shirt pocket, and 
               produced a cigarette. Quickly, Bryce moves over to light 
               Gunnison's cigarette. Then he settles back to light his own. 
               Gunnison doesn't even bother to thank him.

                                     GUNNISON
                              (Looks up)
                         Indo-China -- Jeff predicted it would 
                         go sky-high.

                                     BRYCE
                         From the looks of Davidson's cable, 
                         it might even go higher than that. 
                         And we haven't even got a camera 
                         over there.

                                     GUNNISON
                              (Stands)
                         This could go off in a month -- or 
                         an hour.

                                     BRYCE
                         I'll pull somebody out of Japan.

                                     GUNNISON
                              (Heads for his phone)
                         Bryce, the only man for this job is 
                         sitting right here in town.
                              (Picks up phone)
                         Get me L. B. Jefferies.

                                     BRYCE
                              (Puzzled)
                         Jefferies?

                                     GUNNISON
                              (To Bryce; still 
                              holding phone)
                         Name me a better photographer.

                                     BRYCE
                              (He can't)
                         But his leg!

                                     GUNNISON
                         Don't worry -- it comes off today.

               Bryce gives Gunnison a startled look.

                                     GUNNISON
                         I mean the cast.
                              (To phone)

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Shooting through the open window, onto Jeff. He is shaving 
               himself with an electric razor as the phone rings. He shuts 
               off the shaver, picks up the phone.

                                     JEFF
                         Jefferies.

                                     GUNNISON
                              (On filter)
                         Congratulations, Jeff.

                                     JEFF
                         For what?

                                     GUNNISON
                         For getting rid of that cast.

                                     JEFF
                         Who said I was getting rid of it?

               At this moment, his attention is drawn to something across 
               the way. He looks up, expectantly. There is almost a touch 
               of eagerness in his expression.

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               While Jeff is continuing his phone conversation, we see the 
               object of his look. Two pretty girls have appeared on the 
               distant roof. They are smiling and talking, although we cannot 
               hear their dialogue. Each wears a terrycloth robe. With their 
               backs to the CAMERA, they take off the robes, slipping them 
               down over their shoulders slowly. Then, seductively, they 
               turn -- revealing the full beauty of their tanned and bathing-
               suited bodies. It is almost as if they want to be noticed, 
               the center of neighborhood attention. They at least have all 
               of Jeff's attention. Then they spread the robes in front of 
               them, and lie down on the roof, and out of sight. Jeff seems 
               a little disappointed.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               During the whole of this previous action, the conversation 
               between Jeff and Gunnison has gone on as follows:

                                     GUNNISON
                              (With logical proof)
                         This is Wednesday.

                                     JEFF
                         Gunnison -- how did you get to be 
                         such a big editor -- with such a 
                         small memory?

                                     GUNNISON
                         Wrong day?

                                     JEFF
                         Wrong week. Next Wednesday I emerge 
                         from this plaster cocoon.

                                     GUNNISON
                         That's too bad, Jeff. Well, I guess 
                         I can't be lucky every day. Forget I 
                         called.

                                     JEFF
                         Yeah. I sure feel sorry for you, 
                         Gunnison. Must be rough on you 
                         thinking of me wearing this cast 
                         another whole week.

               INT. GUNNISON'S OFFICE - DAY - SEMI-CLOSEUP

               Gunnison is now seated at his desk, with the phone receiver 
               to his ear. His assistant, Bryce, can be seen vaguely in the 
               background.

                                     GUNNISON
                         That one week is going to cost me my 
                         best photographer -- and you a big 
                         assignment.

               INT. JEFF'S APARTMENT - DAY - CLOSE-UP

               Jeff asks, eagerly and alertly.

                                     JEFF
                         Where?

               We hear Gunnison's reply.

                                     GUNNISON
                         There's no point in even talking 
                         about it.

               Jeff's eyes become set upon something else in the neighborhood 
               he sees.

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               Jeff's attention is now drawn to another feature of his 
               backyard entertainment. THE CAMERA IS NOW FOCUSED on the 
               window of the small building where we earlier saw the girl 
               behind the oscillating fan. Loud ballet music is pouring 
               from her open window. The girl, now dressed in dark and 
               revealing leotard, and ballet slippers, has just turned away 
               from a portable record player. She begins the first graceful 
               movement of a modern ballet interpretation.

               She gracefully moves across the room to the rhythm of the 
               music and dance, toward the ice box. With her feet still 
               moving, she throws open the door, and then rhythmically moving 
               back to the center of the room, gnaws the chicken bone, 
               occasionally waving it in the air as part of the choreography. 
               She now twirls over toward a table at the other side of the 
               room on which is an open package of bread slices, some butter 
               nearby.

               With swaying body, she puts down the chicken leg, and 
               gracefully and rhythmically butters a slice of bread.

               She picks up both bread and chicken leg and continues her 
               interpretive dance, alternately munching the bread and butter 
               and chicken leg.

               INT. APARTMENT - DAY - CLOSEUP

               Jeff's eyes drop from the ballet dancer's room to the one 
               underneath.

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               THE CAMERA PANS from the window of the dancing girl, to the 
               window below. Someone is reading the New York Herald Tribune. 
               The paper lowers, and we see an elderly lady, in her late 
               sixties. She is a faded, refined type. She looks up in the 
               direction of the music and in a calm routine fashion adjusts 
               the volume of her hearing aid. She resumes her reading.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff is amused by what he sees, but continues his conversation 
               with Gunnison, which has gone on through all the scenes with 
               the ballet dancer.

                                     JEFF
                              (Insistent)
                         Where?

                                     GUNNISON
                              (Filter)
                         Indo-China. Got a code tip from the 
                         bureau chief this morning. The place 
                         is about to go up in smoke.

                                     JEFF
                              (Pleased; excited)
                         Didn't I tell you! Didn't I tell you 
                         it was the next place to watch?

                                     GUNNISON
                         You did.

                                     JEFF
                              (On filter)
                         Okay. When do I leave? Half-hour? An 
                         hour?

                                     GUNNISON
                         With that cast on -- you don't.

                                     JEFF
                              (On filter)
                         Stop sounding stuffy. I'll take 
                         pictures from a jeep. From a water 
                         buffalo if necessary.

                                     GUNNISON
                         You're too valuable to the magazine 
                         for us to play around with. I'll 
                         send Morgan or Lambert.

                                     JEFF
                         Swell. I get myself half-killed for 
                         you -- and you reward me by stealing 
                         my assignments.

                                     GUNNISON
                         I didn't ask you to stand in the 
                         middle of that automobile race track.

                                     JEFF
                              (A little angry)
                         You asked for something dramatically 
                         different! You got it!

                                     GUNNISON
                              (Quietly)
                         So did you. Goodbye, Jeff.

                                     JEFF
                              (Won't let him hang 
                              up)
                         You've got to get me out of here! 
                         Six weeks -- sitting in a two-room 
                         apartment with nothing to do but 
                         look out the window at the neighbors!

               At this moment we hear the sounds of a piano playing.

               It is a simple, but broken, melody as if someone was just 
               learning to play the piano, or carefully composing a song. 
               It clashes abruptly with the music from the ballet dancer's 
               apartment. It irritates Jeff as he looks in the direction of 
               the new music.

                                     JEFF
                         It's worse than the Chinese water 
                         torture.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               We now see the source of the piano music. It comes from the 
               apartment with the studio window which we saw earlier where 
               the man was shaving and listening to the radio. The short, 
               balding man sits at the piano playing a few notes, then 
               transferring them by pencil to notepaper on the piano rack. 
               He continues this process, fighting the interference of the 
               ballet music. The opening bars of his melody are beautiful 
               and ear-catching.

               It is slow, hard work, and the ballet music finally becomes 
               such an interference that he gives up and walks to the window 
               to look down toward the dancer's apartment.

               He stands by a table at the window which is littered with 
               records, the morning coffee cup, unwashed, the remains of 
               breakfast, old newspapers, song sheets, etc.

               He takes a cigarette out of his mouth, looks for an ash tray, 
               and ends up putting it out in the coffee cup. He then returns 
               to the piano and begins picking out the melody the dancer is 
               playing on her record player.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff frowns at the double sound, and raises his voice a 
               little. He continues the conversation which has been heard 
               all through the previous scene.

                                     GUNNISON
                         Read some good books.

                                     JEFF
                         I've been taking pictures so long I 
                         don't know how to read anymore. 

                                     GUNNISON
                         I'll send you some comic books.  

                                     JEFF
                              (Low, tense)
                         Listen -- if you don't pull me out 
                         of this swamp of boredom -- I'll do 
                         something drastic.

                                     GUNNISON
                         Like what?

                                     JEFF
                              (On filter)
                         I'll -- I'll get married. Then I'll 
                         never be able to go anywhere.

                                     GUNNISON
                         It's about time you got married -- 
                         before you turn into a lonesome and 
                         bitter old man.

                                     JEFF
                         Can you see me -- rushing home to a 
                         hot apartment every night to listen 
                         to the automatic laundry, the electric 
                         dishwasher, the garbage disposal and 
                         a nagging wife.

                                     GUNNISON
                         Jeff -- wives don't nag anymore -- 
                         they discuss.

               Jefferies glances out across to the other apartments as he 
               sees:

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               We see a three-storied, flat-roofed apartment house.

               The brick is weather-worn and faded. Each apartment has three 
               windows facing the back, one showing a hallway, one a living 
               room, and the window on the right opening into a bedroom.

               On the second floor, a man has entered the living room from 
               a hallway door. He carries a large aluminum sample case common 
               to salesmen. He sets down the case heavily, removes his hat, 
               and slowly wipes his brow with the back of his right hand. 
               He takes off his coat and tie. His shirt is stained with 
               sweat underneath. He rolls up his sleeves, and his well-
               muscled arms heavy with hair confirm his dark, husky build.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               With his eyes still focused on the distant apartments, Jeff 
               continues talking with Gunnison.

                                     JEFF
                         Yeah? Maybe in the high rent districts 
                         they discuss -- but in my 
                         neighborhood, they still nag.

                                     GUNNISON
                         Well -- you know best. Call you later, 
                         Jeff.

                                     JEFF
                         Next time, have some good news.

               He hangs up and resumes his attention on the apartment of 
               the salesman.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman looks toward the bedroom door, hesitates, then 
               reluctantly walks toward it. For a moment he is hidden by 
               the wall.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff shifts his look more to the right.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The man enters the bedroom. We can see a woman lying on the 
               far bed. Near her, a small table is covered with medicine 
               bottles, spoons, boxes of pills, a water pitcher and the 
               other impedimenta of the chronically ill. The woman sits up 
               as the man enters. She takes a wet cloth off her forehead. 
               Before the man even reaches her, she begins talking, somewhat 
               vigorously. Pointing to a wristwatch, she seems to be saying 
               something such as "You should have been home two hours ago! 
               I could be lying here dying for all you'd know -- or care!" 
               The man stops short of the bed, makes gestures of trying to 
               placate her, but she goes on scolding. His attitude changes 
               to weary patience, then irritation, then anger.

               He shouts back at her, turns and goes out of the room.

               Back in the living room, he picks up his hat, throws it 
               against the wall in anger, and leaves the apartment, slamming 
               the door behind him.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff's attention is suddenly diverted to himself. His leg, 
               under the cast, begins itching. He squirms, tries to move 
               the leg a little. It gives no relief. He scratches the outside 
               of the cast, but the itch gets worse. He reaches for a long, 
               Chinese back scratcher lying on the windowsill. Carefully, 
               and with considerable ingenuity, he works it under the cast. 
               He scratches, and a look of sublime relief comes over his 
               face. Satisfied, he takes the scratcher out. As he replaces 
               it on the windowsill, his attention is drawn back to the 
               scene outside the window.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               We see the man who left his apartment in anger come out of 
               the doorway into the backyard. He is easy to identify through 
               the color of his garish necktie. In one hand the man carries 
               a small garden hoe and rake, and in the other a pair of 
               trimming shears. He goes to a small patch of flowers, perhaps 
               three feet square.

               They are beautiful, multi-colored three foot high zinnias. 
               He kneels down, inspects them, touches them affectionately 
               and with some pride. His anger seems to have left him, 
               replaced by the kind of peace that flowers bring many people. 
               He stands up, carefully hoes the ground, them rakes it. Then 
               he snips a few leaves off the lower parts of the plant. 
               Finally, he waters them.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff's attention is turned to something else of interest.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Into the next door yard we see emerging from the apartment 
               below the ballet dancer, the elderly lady.

               She wear a broad sun hat, dark glasses, and a sunsuit 
               consisting of pink shorts and halter. She carries a copy of 
               the Herald Tribune, and still wears her hearing aid. She 
               settles into a folding, canvas deck chair.

               Her skin is dead white, and her body is thin to the point of 
               emaciation. No sooner has she settled into her chair, than 
               she is attracted by the sound of the salesman working in his 
               garden. She gets up, walks to the fence, and looks over. He 
               notices her, but doesn't speak.

               She begins gesturing to him how to take care of his flowers. 
               He listens for a moment, then looks directly at her. The 
               strong movements of his mouth show us that he objects 
               vigorously to the annoyance of her comments. She moves away 
               from the fence, started and a little shocked.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff is seated in the foreground, in a waist shot.

               Behind him, the entrance door to his apartment opens.

               STELLA McGAFFERY comes in. She is a husky, unhandsome, dark-
               haired woman who is dressed like a district nurse, with dark 
               coat, dark felt hat, with a white uniform showing underneath 
               the coat. She carries a small black bag.

               Stella pauses on the landing to watch Jeff. He doesn't appear 
               to notice her entrance.

                                     STELLA
                              (Loud)
                         The New York State sentence for a 
                         peeping Tom is six months in the 
                         workhouse!

               He doesn't turn.

                                     JEFF
                         Hello Stella.

               As she comes down the stairs of the landing, holding on the 
               wrought iron railing with one hand:

                                     STELLA
                         And there aren't any windows in the 
                         workhouse.

               She puts her bag down on a table. It is worn, and looks as 
               if it belongs more to a fighter than a nurse. She takes off 
               her hat coat, and hangs them on a chair.

                                     STELLA
                         Years ago, they used to put out your 
                         eyes with a hot poker. Is one of 
                         those bikini bombshells you always 
                         watch worth a hot poker?

               He doesn't answer. She opens the bag, takes out some medical 
               supplies: a thermometer, a stop watch, a bottle of rubbing 
               oil, a can of powder, a towel. She talks as she works.

                                     STELLA
                         We've grown to be a race of peeping 
                         Toms. What people should do is stand 
                         outside their own houses and look in 
                         once in a while.
                              (She looks up at him)
                         What do you think of that for homespun 
                         philosophy?

               A look at his face shows he doesn't think much of it.

                                     JEFF
                         Readers' Digest, April, 1939.

                                     STELLA
                         Well, I only quote from the best.

               She takes the thermometer out of its case, shakes it down. 
               Looks at it. Satisfied, she walks to Jeff.

               She swings the wheelchair around abruptly to face her.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff starts to protest.

                                     JEFF
                         Now look, Stella --

               She shoves the thermometer into his mouth.

                                     STELLA
                         See it you can break a hundred.

               As she leaves him holding the thermometer THE CAMERA PULLS 
               BACK as she crosses to a divan. She takes a sheet from 
               underneath, and covers the divan with it. Talking, all the 
               time.

                                     STELLA
                         I shoulda been a Gypsy fortune teller, 
                         instead of an insurance company nurse. 
                         I got a nose for trouble -- can smell 
                         it ten miles away.
                              (Stops, looks at him)
                         You heard of the stock market crash 
                         in '29?

               Jeff nods a bored "yes."

                                     STELLA
                         I predicted it.

                                     JEFF
                              (Around thermometer)
                         How?

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Stella stops for a moment, and looks at Jeff challengingly.

                                     STELLA
                         Simple. I was nursing a director of 
                         General Motors. Kidney ailment they 
                         said. Nerves, I said. Then I asked 
                         myself -- what's General Motors got 
                         to be nervous about?
                              (Snaps her fingers)
                         Overproduction. Collapse, I answered. 
                         When General Motors has to go to the 
                         bathroom ten times a day -- the whole 
                         country's ready to let go.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               A patient, suffering look comes over his face. He takes out 
               the thermometer.

                                     JEFF
                         Stella -- in economics, a kidney 
                         ailment has no relationship to the 
                         stock market. Absolutely none.

                                     STELLA
                         It crashed, didn't it?

               Jeff has no answer. Defeated, he puts the thermometer back 
               into his mouth.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Stella goes on with her work.

                                     STELLA
                         I can smell trouble right in this 
                         apartment. You broke your leg. You 
                         look out the window. You see things 
                         you shouldn't. Trouble. I can see 
                         you now, in front of the judge, 
                         flanked by lawyers in blue double-
                         breasted suits. You're pleading, 
                         "Judge, it was only innocent fun. I 
                         love my neighbors like a father." -- 
                         The Judge answers, "Congratulations. 
                         You just gave birth to three years 
                         in Dannemora."

               THE CAMERA PANS HER over to him. She takes out the 
               thermometer, looks at it.

                                     JEFF
                         Right now I'd even welcome trouble.

                                     STELLA
                              (Flatly)
                         You've got a hormone deficiency.

                                     JEFF
                         How can you tell that from a 
                         thermometer!

                                     STELLA
                         Those sultry sun-worshipers you watch 
                         haven't raised your temperature one 
                         degree in four weeks.

               She gets down the thermometer. Sterilizes it with a piece of 
               alcohol-soaked cotton in her other hand.

               She gets behind the wheelchair the CAMERA PULLS back as she 
               pushes it over to the divan. She puts the thermometer away 
               in its case. Then she helps him off with his pajama top. She 
               helps him stand on one foot.

               He hops one step, then she lowers him, face down, on the 
               divan. She gets a bottle of rubbing oil.

               INT. JEFF'S APARTMENT - DAY - CLOSE SHOT

               The CAMERA is very low at one end of the divan. Jeff's head, 
               half-buried in the sheet, is large in the fore-ground.

               Beyond him Stella looms large and powerful-looking.

                                     JEFF
                         I think you're right. There is going 
                         to be some trouble around here.

               Stella takes a handful of oil, slaps it on his back. He 
               winces.

                                     STELLA
                         I knew it!

                                     JEFF
                         Don't you ever heat that stuff up.

                                     STELLA
                         Gives your circulation something to 
                         fight.
                              (Begins massaging his 
                              back)
                         What kind of trouble?

                                     JEFF
                         Lisa Fremont.

                                     STELLA
                         You must be kidding. A beautiful 
                         young woman, and you a reasonably 
                         healthy specimen of manhood.

                                     JEFF
                         She expects me to marry her.

                                     STELLA
                         That's normal.

                                     JEFF
                         I don't want to.

                                     STELLA
                              (Slaps cold oils on 
                              him)
                         That's abnormal.

                                     JEFF
                              (Wincing)
                         I'm not ready for marriage.

                                     STELLA
                         Nonsense. A man is always ready for 
                         marriage -- with the right girl. And 
                         Lisa Fremont is the right girl for 
                         any man with half a brain, who can 
                         get one eye open.

                                     JEFF
                              (Indifferent)
                         She's all right.

               She hits him with some more cold oil. He winces again.

                                     STELLA
                         Behind every ridiculous statement is 
                         always hidden the true cause.
                              (Peers at him)
                         What is it? You have a fight?

                                     JEFF
                         No.

                                     STELLA
                              (After a pause)
                         Her father loading up the shotgun?

                                     JEFF
                         Stella!

                                     STELLA
                         It's happened before, you know! Some 
                         of the world's happiest marriage 
                         have started 'under the gun' you 
                         might say.

                                     JEFF
                         She's just not the girl for me.

                                     STELLA
                         She's only perfect.

                                     JEFF
                         Too perfect. Too beautiful, too 
                         talented, too sophisticated, too 
                         everything -- but what I want.

                                     STELLA
                              (Cautiously)
                         Is what you want something you can 
                         discuss?

               Jeff gives an exasperated look.

                                     JEFF
                         It's very simple. She belongs in 
                         that rarefied atmosphere of Park 
                         Avenue, expensive restaurants, and 
                         literary cocktail parties.

                                     STELLA
                         People with sense can belong wherever 
                         they're put.

                                     JEFF
                         Can you see her tramping around the 
                         world with a camera bum who never 
                         has more than a week's salary in the 
                         bank?
                              (Almost to himself)
                         If only she was ordinary.

               Stella sprinkles powder on his back, spreads it around.

               THE CAMERA PULLS BACK as she helps Jeff to a sitting position. 
               He buttons on his shirt.

                                     STELLA
                         You're never going to marry?

                                     JEFF
                         Probably. But when I do, it'll be to 
                         someone who thinks of life as more 
                         than a new dress, a lobster dinner, 
                         and the latest scandal. I need a 
                         woman who'll go anywhere, do anything, 
                         and love it.

               THE CAMERA MOVES IN as she helps him into the wheelchair, 
               listening to him with exaggerated attention. He, stops as he 
               notice her attitude. Then he goes on with less conviction:

                                     JEFF
                         The only honest thing to do is call 
                         it off. Let her look for somebody 
                         else.

                                     STELLA
                         I can just hear you now. "Get out of 
                         here you perfect, wonderful woman! 
                         You're too good for me!"

                                     JEFF
                              (After pause)
                         That's the hard part.

               She swings him around in front of the window. He starts to 
               look out.

                                     STELLA
                         Look, Mr. Jefferies. I'm not educated. 
                         I'm not even sophisticated. But I 
                         can tell you this -- when a man and 
                         a woman see each other, and like 
                         each other -- they should come 
                         together -- wham like two taxies on 
                         Broadway. Not sit around studying 
                         each other like specimens in at 
                         bottle.

                                     JEFF
                         There's an intelligent way to approach 
                         marriage.

                                     STELLA
                              (Scoffing)
                         Intelligence! Nothing has caused the 
                         human race more trouble. Modern 
                         marriage!

               Jeff swings his chair back to look at her.

                                     JEFF
                         We've progressed emotionally in --

                                     STELLA
                              (Interrupting)
                         Baloney! Once it was see somebody, 
                         get excited, get married -- Now, 
                         it's read books, fence with four 
                         syllable words, psychoanalyze each 
                         other until you can't tell a petting 
                         party from a civil service exam

                                     JEFF
                         People have different emotional levels 
                         that --

                                     STELLA
                              (Interrupting again)
                         Ask for trouble and you get it. Why 
                         there's a good boy in my neighborhood 
                         who went with a nice girl across the 
                         street for three years. Then he 
                         refused to marry her. Why? -- Because 
                         she only scored sixty-one on a Look 
                         Magazine marriage quiz!

               Jeff can't help smiling.

                                     STELLA
                         When I married Myles, we were both 
                         maladjusted misfits. We still are. 
                         And we've loved every minute of it.

                                     JEFF
                         That's fine, Stella. Now would you 
                         make me a sandwich?

               She relaxes.

                                     STELLA
                         Okay -- but I'm going to spread some 
                         common sense on the bread. Lisa 
                         Fremont's loaded to her fingertips 
                         with love for you. I'll give you two 
                         words of advice. Marry her.

                                     JEFF
                              (Smiles)
                         She pay you much?

               Stella leaves for the kitchen in a huff. Jeff turns his chair 
               to the window.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff now looks out to see what has happened to the old lady, 
               and the man with the flowers.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The elderly lady is now asleep in her deck chair, her face 
               covered with the Herald Tribune. There is no sign of the man 
               with the flowers.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff's eyes travel up to the ballet dancer's window.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               She is sitting near the window looking into an upright mirror. 
               Dreamily, and methodically, she is brushing her long copper-
               colored hair.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               His eyes are suddenly turned in another direction, sharply 
               to his left.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               He is now looking at the windows of the apartments nearest 
               to him. A shade has gone up, and a man, obviously a caretaker 
               is raising a window with some effort. Having accomplished 
               this, he turns back into the room, and we now see him approach 
               a young man and woman who are standing just inside the 
               doorway. He hands a key to the young man, and then obligingly 
               brings in two suitcases which he places on the floor beside 
               them. He gives them a studied, but agreeable nod, then 
               departs.

               We now see that the girl has a small hat with a veil, and an 
               ornate corsage pinned to her light blue tailored suit. The 
               boy, who like the girl is perhaps twenty years old, wears a 
               dark blue serge suit and a grey felt hat. He takes off the 
               hat, and scales it over to a nearby chair. Quickly they are 
               in each other's arms, kissing passionately, crushing the 
               girl's corsage and pushing her hat back a little. They part, 
               the boy laughs nervously, and takes a furtive glance out 
               toward the corridor. He looks back into the room, and beckons 
               her to come out. She follows him wonderingly. For a moment, 
               both are lost from sight. When they reappear, he is carrying 
               her in his arms, over the threshold. He sets her down, closes 
               the door, and they kiss again.

               They part, still holding hands and looking into each other's 
               eyes. Then slowly, and significantly, she looks toward the 
               open window. He releases her hands, goes to the window and 
               pull down the shade, as she is reaching upward with both 
               hands to unpin her hat.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               There is a soft, understanding look on Jeff's face, and he 
               gives an involuntary sigh. He is unaware that Stella is now 
               standing behind him.

                                     STELLA
                              (Quietly)
                         Window shopper.

               He freezes, turns slowly to look up at her.

                                                                  FADE OUT:

               FADE IN:

               EXT. NEIGHBORHOOD - NIGHT - SUNSET - LONG SHOT

               The CAMERA makes a short sweep around the neighborhood showing 
               that some of the rooms are now with their lights on.

               The CAMERA PULLS BACK into Jeff's apartment until his head 
               fills the screen. He is asleep. A shadow of some other person 
               creeps over his face. His eyes start to open. He looks up.

               INT. JEFF'S APARTMENT - SUNSET - CLOSEUP

               The screen is filled with the eyes, nose and mouth of a woman 
               coming nearer and nearer to the CAMERA to kiss Jeff. The 
               face is more or less in shadow, a faint light coming onto 
               the profile from the window. It moves down until the lips 
               move out of her bottom of her screen, and just the remain 
               for fill the screen.

               INT. JEFF'S APARTMENT - SUNSET - CLOSEUP

               The two big profiles filling the screen. The girl kisses 
               Jeff firmly, but not passionately. Then her head moves back 
               an inch or two. She speaks.

                                     LISA
                              (Softly)
                         How's your leg?

                                     JEFF
                         Mmmm -- hurts a little.

                                     LISA
                         And your stomach?

                                     JEFF
                         Empty as a football.

                                     LISA
                         And you love life?

                                     JEFF
                         Not too active.

                                     LISA
                         Anything else bothering you?

                                     JEFF
                         Uh-huh.

               She gives a low. Warm laugh, and the CAMERA PULLS BACK to 
               show that Lisa has been bending over Jeff's wheelchair from 
               the side. As she straightens up, it PANS her swiftly over to 
               the corner of the room, keeping her in big closeup. She turns 
               on a low, hanging light.

               We see her full facial beauty for the first time. It is a 
               warm, intelligent face.

                                     LISA
                              (As she moves)
                         Reading from top to bottom --
                              (Light on)
                         Lisa --

               The CAMERA FOLLOWS HER quickly to another lamp. She gets a 
               little farther away from us so that we now see her down to 
               her waist. She turns on the second lamp and the light shows 
               us that her beauty is not alone in her face.

                                     LISA
                         Carol --

               The CAMERA PANS HER over to a third lamp which she turns on. 
               She is now full figure, beautifully groomed and flawless. 
               Her dress is high-style fashion and dramatic evening wear.

                                     LISA
                         Fremont.

               INT. JEFF'S APARTMENT - SUNSET - SEMI-CLOSEUP

               Jeff looks across the room at her.

                                     JEFF
                         The Lisa Fremont who never wears the 
                         same dress twice?

               INT. JEFF'S APARTMENT - SUNSET - SEMI-LONG SHOT

                                     LISA
                         Only because it's expected of her.

               She does a professional model's turn in the dress showing 
               off its features.

                                     LISA
                         Right off the Paris plane. Think it 
                         will sell?

               INT. JEFF'S APARTMENT - SUNSET - SEMI-CLOSEUP

               Jeff replies:

                                     JEFF
                         Depends on the quote. Let's see -- 
                         there's the plane tickets over, import 
                         duties, hidden taxes, profit markups --

                                     LISA
                         -- A steal at eleven hundred dollars.

                                     JEFF
                              (A low whistle)
                         That dress should be listed on the 
                         stock exchange.

                                     LISA
                         We sell a dozen a day in this price 
                         range.

                                     JEFF
                         Who buys them? Tax collectors?

               INT. JEFF'S APARTMENT - SUNSET - MEDIUM SHOT

               She laughs pleasantly.

                                     LISA
                         Even if I had to pay, it would be  
                         worth it -- just for the occasion.

               She looks down at the long mahogany table beside her which 
               is littered with a number of his personal effects.

               Her own handbag is also on the table. As she talks her eyes 
               scan the table as if she's looking for something specific.

                                     JEFF
                              (Off -- puzzled)
                         Something big going on somewhere?

                                     LISA
                              (Looking up from the 
                              table)
                         Going on right here. It's a big night.

                                     JEFF
                              (Off)
                         It's just a run-of-the-mill Monday. 
                         The calendar's loaded with them.

               Lisa finds what she has been looking for. Picks up an old 
               and cracked cigarette box, examines it as she talks.

                                     LISA
                         It's opening night of the last 
                         depressing week of L. B. Jefferies 
                         in a cast.

                                     JEFF
                              (Off)
                         Hasn't been any big demand for 
                         tickets.

               She turns to look at him, and moves toward him, carrying the 
               cigarette box.

                                     LISA
                              (Smiling)
                         That's because I bought out the house. 
                         This cigarette box has seen better 
                         days.

               INT. JEFF'S APARTMENT - SUNSET - MEDIUM SHOT

               Lisa facing Jeff in the chair.

                                     JEFF
                         Picked it up in Shanghai -- which 
                         has also seen better days.

                                     LISA
                         It's cracked -- and you never use 
                         it. And it's too ornate. I'm sending 
                         up a plain, flat silver one -- with 
                         just your initials engraved.

                                     JEFF
                         Now that's no way to spend your hard- 
                         earned money!

                                     LISA
                         I wanted to, Jeff.
                              (A sudden intake of 
                              breath)
                         Oh!

               She turns around quickly and dashes to the door, dropping 
               the cigarette box on the table as she passes, THE CAMERA 
               PANNING with her. She goes up the two steps, stops, turns 
               back to Jeff.

                                     LISA
                         What would you think of starting off 
                         with dinner at the "21"?

               INT. JEFF'S APARTMENT - SUNSET - SEMI-CLOSEUP

                                     JEFF
                         You have, perhaps, an ambulance 
                         outside?

               INT. JEFF'S APARTMENT - SUNSET - SEMI-LONG SHOT

               She reaches for the doorknob, turns it:

                                     LISA
                              (Simply)
                         Better than that. The "21."

               She swings open the door and stands to one side. Framed in 
               the doorway is middle-aged waiter wearing a white linen pea 
               jacket with a red collar. He's carrying in one hand a large 
               portable warming oven, and in the other hand an ice bucket 
               containing a bottle of wine covered with a napkin.

               INT. JEFF'S APARTMENT - SUNSET - CLOSEUP

               His reaction is one of tender amusement.

               INT. JEFF'S APARTMENT - SUNSET - MEDIUM SHOT

                                     LISA
                         Thank you for waiting Carl.

               He smiles, nods enters. He goes down the stairs, as she 
               follows. THE CAMERA GOES with both of them.

                                     LISA
                         Kitchen's on the left. I'll take the 
                         wine.

               He hands her the wine bucket and she places it on the table. 
               He moves toward the kitchen.

                                     CARL
                         Good evening, Mr Jefferies.

                                     JEFF
                         Hello.

               Carl goes into the kitchen.

                                     LISA
                              (Up, to Carl)
                         Just put everything right in the 
                         oven Carl. On "low."

                                     CARL
                              (Off)
                         Yes ma'am.

                                     LISA
                              (Enthusiastically)
                         Let's open the wine now. It's a 
                         Montrachet.

                                     JEFF
                              (Appreciatively)
                         A big glassful.

               She moves to a small bar set in the wall cabinet.

               Produces two glasses, hold them up.

                                     LISA
                         Big enough?

                                     JEFF
                         Fine. Corkscrew's on the right.

               She finds it. Puts the glasses on the table, uncovers the 
               wine, and begins screwing in the corkscrew.

                                     LISA
                         I couldn't think of anything more 
                         boring and tiresome than what you've 
                         been through. And the last week must 
                         be the hardest.

                                     JEFF
                         Yeah -- I want to get this thing off 
                         and get moving.

                                     LISA
                              (Struggling with cork)
                         Well, I'm going to make this a week 
                         you'll never forget.

               Carl comes out of the kitchen carrying the empty warming 
               oven. He sets it down he sees Lisa struggling with the 
               corkscrew.

                                     CARL
                         Let me, madam.

               She does. He takes out his own professional corkscrew, quickly 
               inserts it and levers the cork out. He deftly wraps the napkin 
               around the bottle and pours the wine, replacing the bottle 
               in the wine bucket. Lisa has opened her purse to produce 
               some money, in bills. She hands it to the waiter.

                                     LISA
                         This will take care of the taxi as 
                         well.

               Carl, without looking at the money, puts it in his pocket.

                                     CARL
                         Thank you, Miss Fremont.

               He picks up the warning oven.

                                     CARL
                         Have a pleasant dinner, Mr. Jefferies.

                                     JEFF
                         Thank you.

               Carl goes up the stairs and out the door, while THE CAMERA 
               REMAINS on Lisa and Jeff. She picks up both glasses of wine 
               and walks toward Jeff. She seats herself on the windowsill 
               as she hands him his glass. We notice that the outside is 
               considerably darker by now, and the lights are beginning to 
               come on in the various apartments outside. They raise their 
               glasses in a silent toast, and sip the wine. THE CAMERA CLOSES 
               IN until they are both in a tight TOW SHOT.

                                     LISA
                         What a day I've had!

                                     JEFF
                         Tired?

                                     LISA
                         Not a bit. I was all morning in a 
                         sales meeting. Then over to the 
                         Waldorf for a quick drink with Madame 
                         Dufresne -- just over from Paris. 
                         With some spy reports. Back to the 
                         "21" for lunch with the Harper's 
                         Bazaar people -- that's when I ordered 
                         dinner. Then two Fall showings -- 
                         twenty blocks apart. Then I had to 
                         have a cocktail with Leland and Slim 
                         Hayward -- we're trying to get his 
                         next show.
                              (Softly, looking up 
                              to him)
                         Then I had to dash back and change.

                                     JEFF
                              (Mock seriousness -- 
                              one girl to another)
                         Tell me -- what was Slim Hayward 
                         wearing?

                                     LISA
                              (Seriously)
                         She looked very cool. She had on a 
                         mint green --

               She breaks off with a little laugh, and a slight reproachful 
               look at Jeff. She sips her drink then says:

                                     LISA
                         And to think, I planted three nice 
                         items about you in the columns today.

               Jeff's opinion of that is a short chuckle.

                                     LISA
                         You can't buy that kind of publicity.

                                     JEFF
                         That's good news.

                                     LISA
                         Someday you might want to open up 
                         your own studio here.

                                     JEFF
                         How could I run it from say -- 
                         Pakistan?

               She puts down her glass and slides along the window seat 
               nearer to him, THE CAMERA CLOSING IN. She looks up at him 
               with a serious frankness.

                                     LISA
                         Jeff -- isn't it time you came home? 
                         You could pick your assignment.

                                     JEFF
                         I wish there was one I wanted.

                                     LISA
                         Make the one you want.

                                     JEFF
                              (As if he can't believe 
                              her)
                         You mean leave the magazine?

                                     LISA
                         Yes.

                                     JEFF
                         For what?

                                     LISA
                         For yourself -- and me.
                              (She adds eagerly)
                         I could get you a dozen assignments 
                         tomorrow... fashion, portraits --

               Jeff interrupts her with soft laughter.

                                     LISA
                              (Offended)
                         Don't laugh. -- I could do it!

                                     JEFF
                         That's what I'm afraid of.
                              (He gazes into space)
                         Could you see me -- driving down to 
                         the fashion salon in a jeep -- wearing 
                         combat boots and a three day beard?
                              (He chuckles at the 
                              thought)

                                     LISA
                         I could see you looking handsome and 
                         successful in a dark blue flannel 
                         suit.

                                     JEFF
                              (Looking directly at 
                              her)
                         Let's not talk any more nonsense, 
                         huh?

               She stands up. THE CAMERA PULLS BACK.

                                     LISA
                         I'd better start setting up for 
                         dinner.

               She moves away behind him, into the kitchen.

               INT. JEFF'S APARTMENT NIGHT - SEMI-CLOSEUP

               Jeff gives a sigh of relief, exhaling his breath, then looks 
               down toward his legs in thought. He holds this attitude for 
               just a moment, then seems to shake off his concern to lift 
               his head and turn his attention to what might be happening 
               in his neighborhood beyond his window.

               Behind him we see the vague form of Lisa bringing in a card 
               table, which she proceeds to unfold.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Jeff's attention is concentrated on an apartment we have not 
               seen before. This belongs to a single woman, about forty 
               years of age. She lives alone. Her apartment is below that 
               of the salesman with the invalid wife.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff leans forward with increased interest. Behind him we 
               get vague figure of Lisa laying a cloth over the card table.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               A nearer view show us a more intimate picture of the woman 
               Jeff is concentrating on. She is thin and unattractive. At 
               the moment, she is putting on her make-up in front of the 
               bedroom mirror. She gives a half turn and picks up a pair of 
               horn-rimmed glasses, which she puts on, and leans nearer to 
               her mirror. She picks up a lipstick and proceeds to paint 
               her lips carefully.

               Having completed her make-up, she takes off her glasses and 
               surveys her face in the mirror. She stands up, swings the 
               skirt of her dress around, admires herself in the mirror. 
               She is quite flat-chested, and the dress hangs unattractively. 
               She lifts her chin, gives one last look, and turns toward 
               her living room. As if she's preparing to meet someone.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Without taking his eyes from the scene, Jeff picks up his 
               wineglass and drinks. As he drinks, his eyes move slightly 
               over.

               EXT. NEIGHBORHOOD NIGHT - SEMI-LONG SHOT

               THE CAMERA HAS PANNED slightly to the woman's living room 
               window. A small, candle-lit table is set up, with dinner for 
               two. The spinster sweeps into the room, smiling. She goes to 
               the door, opens it, and in pantomime admits an imaginary 
               caller. She pretends to kiss him lightly, take his hat, and 
               place the hat on a chair. Then she shows him to a seat at 
               the table, disappears into an unseen kitchen and returns 
               with a bottle and two glasses. She sits down, pours two 
               drinks. She lifts her drink in a toast to the imaginary man 
               opposite her.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff gives a faint, sympathetic smile, and subconsciously 
               raises his glass in response. In the background, Lisa, having 
               just placed a pair of candlesticks on the table, is returning 
               to the kitchen.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Having finished her drink, the lonesome woman pours herself 
               another one. Then she starts to take a sip, smiling across 
               the table at her imaginary guest. She lowers the glass onto 
               the table. The smile fades from her face as her head drops. 
               Suddenly she buries her head in her arms over the table and 
               starts to sob.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff, his glass in hand, looks out sympathetically. He is 
               unaware that Lisa is standing behind him, and is also watching 
               this little drama.

                                     LISA
                         That's what is know as "manless 
                         melancholia."

                                     JEFF
                              (Nods agreement)
                         Miss Lonely Hearts. At least that's 
                         something you'll never have to worry 
                         about.

                                     LISA
                         Oh? You can see my apartment all the 
                         way up on 63rd street?

                                     JEFF
                         Not exactly -- but we have a little 
                         apartment here that's probably about 
                         as popular as yours.
                              (He points)
                         You, of course, remember Miss Torso.

               Both of them swing their eyes a little to the left.

               EXT. NEIGHBORHOOD NIGHT - SEMI-LONG SHOT

               The kitchen-lining room combination of the ballet dancer's 
               apartment has now been made more presentable.

               The ice box is now skillfully concealed by a large Chinese 
               screen. All kitchen utensils have been put away, replaced by 
               more attractive effects, and lamp light softens the 
               surroundings.

               Miss Torso is now wearing a cocktail dress, which shows off 
               her figure to great advantage, especially when she leans 
               toward three assorted men to offer them a plate of hors d' 
               oeuvres. She is the perfect hostess, animated, charming, and 
               with an added personal touch for each guest. She is behaving 
               with a sophistication which was not apparent when we first 
               saw her in the morning. Her every movement is followed 
               admiringly by the eyes of the three men -- one wearing black 
               tie, with a touch of grey in his hair, a Long Island socialite -- 
               a young rather handsome, actor in grey flannel suit -- and 
               last, a bright, pleasant, young man who might possibly be 
               from Wall street, wearing a blue-pin-striped suit. The latter 
               two are engaged in an animated conversation. The young man 
               in the grey suit is showing the other young man some newspaper 
               cuttings he's taken from his pocket.

               Miss Torso sees that the cocktail glass of the third man is 
               empty. She takes it over to the window, and starts to fill 
               it. The man in the tuxedo follows her over, with a casual 
               glance toward the other two. He stands beside her as she 
               makes the drink. He looks at his watch with some impatience, 
               and makes a side comment to her as to the lateness of the 
               time. She turns, gives him a light kiss on his cheek, as if 
               she's telling him to be patient. Instead of pacifying him, 
               it makes him more amorous, and he puts an arm around her 
               shoulder an plants a heavy kiss on her cheek. She turns to 
               face him, they look into each other's eyes a moment, and she 
               allows herself to be kissed on the lips -- but only long 
               enough so as to attract the attention of the other two men. 
               With a little admonishing look, she moves away from him, and 
               makes him rejoin the other two.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff turns and looks up to Lisa with a grin.

                                     JEFF
                         Well, she picked the most prosperous 
                         looking one.

                                     LISA
                         She's not in love with him -- or any 
                         of them.

                                     JEFF
                         How can you tell that -- from here?

                                     LISA
                         You said it resembled my apartment, 
                         didn't you?

               She moves away with a significant look to him. THE CAMERA 
               MOVES IN until Jeff is in semi-closeup, alone.

               He ponders over her last remark, then changes his look to 
               another direction.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The newlyweds's apartment has the shades still drawn.

               Although there's a light burning inside.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               There is a slight, but warm, smile on Jeff's face as he looks 
               at the drawn shade. His eyes move away from the newlyweds' 
               apartment, and slowly explore the neighborhood to his right. 
               He finds something of interest, and stops to stare at it. 
               His face sobers at what he sees.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The salesman's apartment. We see both the living room and 
               the bedroom. The salesman has prepared a dinner tray, and is 
               carrying it from the kitchen, through the lining room, into 
               the bedroom. He places it on the lap of his wife, sitting up 
               in bed. He puts a couple of pillows behind her back to make 
               her more comfortable.

               She doesn't bother to thank him, but is busy examining the 
               content of the tray. Her attitude shows her dissatisfaction. 
               Nothing is right. It's not what she wanted, and it's badly 
               prepared. She begins criticizing him. He starts to answer 
               her back, but decides better of it, and instead, leaves the 
               room. He goes to the kitchen reaches up to a wall cabinet, 
               takes down a bottle and pours himself a drink. Then he returns 
               to the lining room, listens a moment. The wife is grudging 
               beginning to eat the dinner. The husband quietly lifts a 
               phone from the cradle, and dials a number.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff becomes completely absorbed with he sees. He leans 
               forward a little.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               We get a better view of the salesman waiting while his 
               connection is being made. Whoever he has called answers. And 
               instantly there is a marked change in his attitude. He 
               relaxes, smiles, is warm. He talks softly, perhaps guardedly, 
               with an occasional glance at the bedroom door. In the bedroom, 
               his wife has become aware of the call.

               Quietly she moves the tray, gets out of bed, and goes to the 
               bedroom door to listen. The wall hides her from our view.

               Then suddenly, she apparently opens the door, because the 
               living room, we see her arm suddenly appear, pointing at the 
               man and the telephone. He speaks quickly into the phone, and 
               hangs up. His face is flushed and angry as he goes toward 
               the bedroom. In the bedroom his wife appears walking back to 
               the bed, followed by the husband. She is laughing, and he is 
               answering her in angry tones. She climbs in bed laughing. 
               The more she laughs, the more angry he gets, and the harder 
               she laughs. Finally, he leaves the room, goes into the living 
               room, back into the kitchen and has another drink. He stands 
               there, controlling an outburst of emotion, and seems almost 
               to be crushing the shot glass in his clenched fist.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               While Jeff has been engaged in watching this little drama, 
               the SOUND of a piano has started. He now diverts his attention 
               from the salesman's apartment to the source of the piano 
               music. He turns his eyes in the direction of the composer's 
               apartment.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Through the studio window of the song-writer's apartment we 
               see the man at work again on his original melody, and he is 
               farther along the line of the melody than before.

               It is beginning to take some shape, and give promise of its 
               full beauty.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff, listening to the composer. His head turns as Lisa's 
               voice comes over:

                                     LISA
                              (Emerging from kitchen)
                         Where's that music coming from?

               THE CAMERA QUICKLY PULL BACK as Jeff swings his chair around. 
               Lisa is emerging from the kitchen, carrying the serving dish 
               of their lobster thermidor.

                                     JEFF
                         Oh... some songwriter. In the studio 
                         apartment. Lives alone. Probably had 
                         an unhappy marriage.

                                     LISA
                              (Putting down the 
                              food)
                         I think it's enchanting.

               She pulls up a chair and seats herself at the card table. We 
               now observe that two small lit candles adorn the table, and 
               the rest of the room lights are out.

                                     LISA
                         Almost as if it were being written 
                         especially for us.

                                     JEFF
                              (Pleasantly)
                         No wonder he's having so much trouble 
                         with it.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               A faint shade of disappointment is seen on Lisa's face; but 
               she quickly recovers and looks down at the table.

                                     LISA
                         Well, at least you can't say the 
                         dinner isn't right.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff looks at her soberly.

                                     JEFF
                         Lisa, it's perfect
                              (Looks down at the 
                              food, without 
                              enthusiasm)
                         As always.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               The brightness drains from Lisa's face, and she lowers her 
               eyes slowly toward the table.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa slowly helping Jeff to lobster from the main dish.

                                                           LAP DISSOLVE TO:

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Shooting over Jeff's shoulder we see beyond him the divan-
               bed upon which Lisa is stretched out. There is one light 
               burning, behind Lisa's head. A fierce discussion is in 
               progress. Lisa gesticulates with her hands, body and legs.

                                     LISA
                         There can't be that much difference 
                         between people and the way they live! 
                         We all eat, talk, drink, laugh, sleep, 
                         wear clothes --

               Jeff raises both his hands.

                                     JEFF
                         Well now, look --

               Lisa draws back one leg, and points a finger challengingly.

                                     LISA
                         If you're saying all this just because 
                         you don't want to tell me the truth, 
                         because you're hiding something from 
                         me, then maybe I can understand --

                                     JEFF
                         There's nothing I'm hiding. It's 
                         just that --

                                     LISA
                              (Won't let him break 
                              in)
                         It doesn't make sense to me. What's 
                         so different about it here from over 
                         there, or any place you go, that one 
                         person couldn't live in both places 
                         just as easily?

                                     JEFF
                         Some people can. Now if you'll let 
                         me explain --

                                     LISA
                              (Ignores him)
                         What is it but traveling from one 
                         place to another, taking pictures? 
                         It's just like being a tourist on an 
                         endless vacation.

                                     JEFF
                         All right. That's your opinion. You're 
                         entitled to it, but --

                                     LISA
                         It's ridiculous for you to say that 
                         it can only be done by a special, 
                         private little group of anointed 
                         people.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff begin to get desperate.

                                     JEFF
                         I made a simple, but true statement 
                         and I'll back it up, if you'll just 
                         shut up for a minute!

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa, stretched out on the divan. She looks at him for a 
               moment without speaking. Then:

                                     LISA
                         If your opinion is as rude as your 
                         manner, I'm not sure I want to hear 
                         it.

               We see Jeff's hand coming to the foreground with a restraining 
               gesture.

                                     JEFF
                              (Soothing her)
                         Lisa, simmer down -- will you?

                                     LISA
                              (Something starts her 
                              up again)
                         You can't fit in here -- I can't fit 
                         in there. According to you, people 
                         should be born, live an die on the 
                         same --

                                     JEFF
                              (Loud, sharp)
                         Lisa! Shut up!

               Lisa turns on her side, and stares into the room, angrily.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               After a moment of silence, Jeff says earnestly:

                                     JEFF
                         Did you ever eat fish heads and rice?

                                     LISA
                         Of course not.

                                     JEFF
                         You might have to, if you went with 
                         me. Ever try to keep warm in a C-54, 
                         at fifteen thousand feet, at twenty 
                         below zero?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa, still looking out into the room, and without turning, 
               says:

                                     LISA
                         Oh, I do that all the time. Whenever 
                         I have a few minutes after lunch.

                                     JEFF
                         Ever get shot at, run over, sandbagged 
                         at night because people got 
                         unfavorable publicity from your 
                         camera?

               She doesn't answer, obviously annoyed at the unnecessary 
               questions.

                                     JEFF
                         Those high heels would be a lot of 
                         use in the jungle -- and those nylons 
                         and six-ounce lingerie --

                                     LISA
                              (Quickly)
                         Three.

                                     JEFF
                         Well, they'd be very stylish in 
                         Finland -- just before you froze to 
                         death. Begin to get the idea?

               She turns at last, and looks across at him.

                                     LISA
                         If there's one thing I know, it's 
                         how to wear the proper clothes.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               SHOOTING OVER LISA'S SHOULDER, and down her body, with Jeff 
               in the chair beyond. Jeff says, as if remembering some old 
               experience:

                                     JEFF
                         Huh? Try and find a raincoat in 
                         Brazil. Even when it isn't raining
                              (Squints at her)
                         Lisa, on this job you carry one 
                         suitcase. Your home is the available 
                         transportation. You sleep rarely, 
                         bathe even less, and sometime the 
                         food you even look at when they were 
                         alive!

                                     LISA
                         Jeff, you don't have to be 
                         deliberately repulsive just to impress 
                         me I'm wrong.

                                     JEFF
                         If anything, I'm making it sound 
                         good.
                              (A thoughtful pause)
                         Let's face it, Lisa... you aren't 
                         made for that kind of a life. Few 
                         people are.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Lisa realizes she is getting nowhere.

                                     LISA
                         You're too stubborn to argue with.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff, getting angry.

                                     JEFF
                         I'm not stubborn! I'm truthful!

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

                Lisa, with sarcasm.

                                     LISA
                         I know. A lesser man would have told 
                         me it was one long holiday -- and I 
                         would have awakened to a rude 
                         disillusionment.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff is definitely angry.

                                     JEFF
                         Now if you want to get vicious, I'd 
                         be very happy to accommodate you!

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Lisa starts to rise from the divan, THE CAMERA PANNING UP. 
               She moves away from THE CAMERA into the center of the room, 
               as she says:

                                     LISA
                              (Wearily)
                         No. I don't particularly want that.
                              (She turns, faces him)
                         So that's it. You won't stay here -- 
                         I can't go with you.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff looks across at her with some concern.

                                     JEFF
                         It would be the wrong thing.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa, from Jeff's viewpoint.

                                     LISA
                         You don't think either one of us 
                         could ever change?

                                     JEFF
                         Right now, it doesn't seem so.

               Lisa begins to move around the room assembling her possessions 
               preparatory to leaving. She puts a comb, and other effects, 
               into a handbag. She gets her stole.

               All this as she talks.

                                     LISA
                              (Simply)
                         I'm in love with you. I don't care 
                         what you do for a living. Somehow I 
                         would just like to be part of it.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff starts to say something then thinks better of it, and 
               remains silent.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa pauses in the act of gathering her things together.

                                     LISA
                         And it's deflating to find out that 
                         the only way I can be part of it -- 
                         is to take out a subscription to 
                         your magazine. I guess I'm not the 
                         girl I thought I was.

                                     JEFF
                         There's nothing wrong with you, Lisa. 
                         You have the town in the palm of 
                         your hand.

                                     LISA
                              (Looks at Jeff)
                         Not quite -- it seems.
                              (Tosses a stole over 
                              her shoulder)
                         Goodbye, Jeff.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

                                     JEFF
                         You mean "goodnight."

                                     LISA
                         I mean what I said.

               Jeff's eyes follow her up the steps toward the door. He calls 
               out to her, impulsively, as we HEAR the SOUND of the door 
               opening.

                                     JEFF
                         Lisa!

               INT. JEFF'S APARTMENT - NIGHT - SEMI-LONG SHOT

               Lisa turns in the half-opened door.

                                     JEFF
                         Can't we just sort of keep things 
                         status quo?

                                     LISA
                         Without any future?

               INT. JEFF'S APARTMENT - NIGHT - SEMI LONG SHOT

               Jeff tries to be pleasant, and offhand.

                                     JEFF
                         Well -- when'll I see you again?

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Lisa, standing in the open doorway.

                                     LISA
                         Not for a long time. Not, at least 
                         until --
                              (She begins smiling)
                         -- tomorrow night.

               Continues smiling as she close the door softly behind her.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               The pleasantness on Jeff's face slowly melts into baffled 
               discouragement. He reaches for a nearby phone picks up the 
               receiver, dials. It buzzes on filter.

               Receiver up on filter.

                                     GUNNISON
                              (Filter)
                         Hello.

                                     JEFF
                         Gunnison?

                                     GUNNISON
                         Yeah. Is that you, Jeff?

                                     JEFF
                         It's me.

                                     GUNNISON
                         Something wrong?

                                     JEFF
                         The word is "everything." Now what 
                         time does my plane leave Tuesday?

                                     GUNNISON
                              (Unhappy)
                         Jeff --

                                     JEFF
                              (Won't give him time 
                              to argue)
                         I don't care where it goes -- just 
                         as long as I'm on it.

                                     GUNNISON
                              (Wearily, after pause)
                         Okay. Indo-China. Tuesday. We'll 
                         pick you up.

                                     JEFF
                         That's more like it. Goodnight, old 
                         buddy.

                                     GUNNISON
                         Yeah.

               Jeff hangs up, looks up to the door through which Lisa left. 
               He's not particularly happy.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff returns to the window. He lights a cigarette and smokes 
               it peacefully, as he contemplates the neighborhood.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The CAMERA slowly sweeps over the various apartments with an 
               odd window lit here and there. In the distant street there 
               is still some traffic passing, with one or two pedestrians 
               going by. THE CAMERA completes its sweep, and starts to move 
               back again. Somewhere a dog howls. The PANNING CAMERA comes 
               to a sudden halt.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff smiles a little, but as the howl continues, his 
               expressions sobers. His eyes begin to scan the neighborhood, 
               as if looking for the source. He fails to find it, and sits 
               there, puzzled and disturbed. The scene, and the sound of 
               the dog:

                                                                  FADE OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff's chair is turned facing the window so that we see the 
               darkened room behind him. There is just one side light 
               burning, which illuminates the side of his face.

               His head nods sleepily as he dozes. He opens his eyes and 
               looks out, as a slight sound of rain starts.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               From his viewpoint we see the first few drops of rain starting 
               to fall. It is sort, gentle rain, not a downpour. There are 
               still some windows lit in the neighborhood. The apartment 
               house corridors all have small night lights burning.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff wakens a little more fully as his attentions is drawn 
               to:

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The couple who sleep on the fire escape. The increasing rain 
               cause them to hastily gather their things to retreat inside. 
               The man, hurriedly untying the alarm clock from the railing 
               of the fire escape, lets it slip through his fingers. As if 
               falls to the garden below, the CAMERA FANS SWIFTLY down with 
               it. When the clock hits the ground, the alarm goes off sending 
               a shrill sound through the neighborhood.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff smiles at the incident, and then lowers his eyes slightly 
               as something else catches his attention.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               Coming out of his apartment into the corridor on the floor 
               below is the salesman with the nagging wife. The shades are 
               drawn in his apartment, but a light burns dimly behind them. 
               The salesman carries a large aluminum suitcase -- the same 
               one we saw him with earlier in the day. The sound of the 
               alarm startles him. He turns toward the window a moment 
               listening. Then reassured that is is nothing important, he 
               turns and moves down the corridor.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff is puzzled. He looks down a moment in thought. Then he 
               darts his eyes and swings them toward the left.

               He looks steadily toward the distant street corner.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The street corner, lighted by a lamp, is deserted. A moment 
               later, the salesman, still carrying the suitcase, moves 
               diagonally across the corner, head down against the rain.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff looks wonderingly at this nocturnal activity. Then he 
               looks down at his wristwatch.

               INSERT

               Jeff's watch reads 1:55.

                                                            QUICK FADE OUT:

               QUICK FADE IN:

               INSERT

               The watch now reads 2:35.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               More puzzled, allows his eyes to travel from the street to 
               the apartment corridor.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The salesman is see coming down the corridor to his apartment, 
               still carrying the aluminum case. He quickly enters his 
               apartment door in a business-like manner.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff starts to assume a thoughtful air, when he is startled 
               by a light which falls across his face from the right. He 
               looks toward the light.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The light comes from the song-writer's apartment. His door 
               is open, and he is hanging onto the door frame, his hand 
               still on the light switch. He surveys his apartment. He 
               appears rather drunk. He comes into the apartment, closes 
               the door behind him, and sways a little. He wears a hat, 
               pushed back on his forehead, and no raincoat. His clothes 
               are quite wet. He might have even fallen.

               He looks disgustedly at the piano, then lurches toward it. 
               There is no doubt now as the state of his drunkenness. At 
               the piano he viciously sweeps all the note paper off the 
               music stand. This seems to give him some satisfaction, but 
               he loses his balance, twists sideways, and fall into a nearby 
               chair. He remains there, bleary-eyed and a little sick.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               What he has observed seems to give Jeff an idea. He moves 
               his wheelchair backward and to the left alongside the side 
               board. Awkwardly, with his left hand, he reaches up for a 
               bottle of whiskey. He cradles the bottle in his lap, and 
               reaches for a tumbler. He then wheels back to the window, 
               and pours himself a good, long drink. He lifts up the glass, 
               starts to drink, but something happening beyond his window 
               startles him and he stops in the middle of his drink, his 
               eyes a little wider then usual.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The salesman is again leaving his apartment with his aluminum 
               suitcase.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff's eyes travel down to the street.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               A brief moment or two. Then the salesman, carrying his 
               aluminum case, crosses the street.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff's face is expressionless. He just stares.

                                                                  FADE OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff's head is nodding and dozing again. The side light from 
               the song-writer's apartment is no longer on his face. Jeff's 
               eyes open, then his head comes up quickly, trying to clear 
               the sleep from his mind, as he remembers the object of his 
               vigilance.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The salesman's apartment shows the shades drawn and a dim 
               light burning behind them. The CAMERA PANS to the empty 
               corridor.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff's eyes turn sharply in the direction of the street.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The street is deserted. At the right hand side of the screen 
               a light goes on. THE CAMERA PANS OVER and we see that Miss 
               Torso has returned from her date. She is wearing a three-
               quarter length coat over her evening dress. She is inside, 
               with the door two-thirds closed, but she leans out to kiss 
               someone goodnight. Then it takes some coaxing to get the 
               door completely closed.

               She turns the key in the lock. She listens a moment then 
               comes to the center of the room. She takes her coat off and 
               drapes it over chair. She removes the screen in front of the 
               ice box, then opens the ice box.

               She searches it for something to eat; finds a big piece of 
               pumpkin pie. She closes the ice box. She starts to eat the 
               pie as she moves in the direction of the bathroom. Stopping 
               a moment, she puts the piece of pie on a table, and proceeds 
               to take off her dress. Undoing the zippers, she slides it 
               over her head as she passes into the bathroom. The dress is 
               thrown on a nearby chair, and the bare arm picks up a piece 
               of pie. She is now in the bathroom. We see her slip down the 
               brassiere straps, but the window does not permit us to see 
               any lower. As she munches on the pie, she pulls out a few 
               pins holding up her hair, which she proceeds to brush 
               rhythmically. She turns and moves down her bare back.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff's eyes suddenly switch to the street.

               EXT. NEIGHBORHOOD - NIGHT - SEMI LONG SHOT

               We catch a quick glimpse of the salesman, just passing the 
               alleyway, suitcase in hand. The CAMERA PANS across the ballet 
               dancer's apartment, over to the salesman's apartment. It 
               waits, until he appears in the corridor.

               He enters his apartment.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff sits in his wheelchair, looking quietly out at the 
               neighborhood, sleep beginning to take hold on him again.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               THE CAMERA PANS slightly over the whole of the neighborhood. 
               The lights in Miss Torso's apartment snap out. Only one light 
               remains. It burns behind the drawn shades of the salesman's 
               apartment.

                                                                  FADE OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - DAWN - CLOSEUP

               A big head of Jeff. He is still in his wheelchair, sound 
               asleep. The CAMERA PANS off his face, out through the window. 
               The rain has stopped, and the general light of dawn is coming 
               up. The CAMERA COMES TO REST on the salesman's apartment and 
               corridor, which is still dimly lit by the electric lights. 

               We see the salesman emerge into the corridor, pause a moment 
               to allow a woman to proceed him. Her back is to the CAMERA 
               and we do not see her face. They move away, down the corridor. 
               The CAMERA PANS BACK into Jeff's sleeping face.

                                                                  FADE OUT:

               FADE IN:

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               It is now mid-morning. The sun is shining. Miss Torso is 
               practicing her dance to the sound of ballet music.

               We can hear the song-writer at work, but the thing that 
               attracts our attention mostly, is some action that emanates 
               from the fire escape where the couple sleep at night. On a 
               long rope, the woman is lowering an open wicker basket in 
               which sits a small dog. When is reaches the yard below, the 
               CAMERA PANNING DOWN, the dog steps out and runs off to explore 
               the yard. The woman pulls up the basket, and leaves it on 
               the fire escape. The CAMERA PULL BACK into Jeff's apartment 
               where Stella is busy massaging Jeff's back at he lies face 
               down on the divan.

                                     STELLA
                         You'd think the rain would have cooled 
                         things off. All it did was make the 
                         heat wet.

               Stella hits a sore muscle in Jeff's back. He jumps.

                                     JEFF
                         That's a stiff one.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               A low camera has Jeff's head on the foreground, with Stella 
               just behind him, at work on his back. She attacks the sore 
               muscle vigorously.

                                     STELLA
                         The insurance Company would be a lot 
                         happier if you slept in your bed, 
                         not the wheelchair.

                                     JEFF
                              (Between clenched 
                              teeth)
                         How did you know!

                                     STELLA
                         Eyes bloodshot. Must have been staring 
                         out the window for hours.

                                     JEFF
                         I was.

                                     STELLA
                              (Massaging harder)
                         What'll you do if one of them catches 
                         you?

                                     JEFF
                         Depends one which one.

               She stops massaging, reaches for the oil.

                                     JEFF
                         Now Miss Torso, for example --

               Stella hits his back with a palmful of cold oil. It takes 
               his breath.

                                     STELLA
                         Keep your mind off her.

                                     JEFF
                         She's real eat, drink and be merry 
                         girl.

                                     STELLA
                         And she'll end up fat, alcoholic and 
                         miserable.

                                     JEFF
                         Speaking of misery, Miss Lonely Hearts 
                         drank herself to sleep again. Alone.

                                     STELLA
                         Poor girl. Someday she'll find her 
                         happiness.

                                     JEFF
                         And some man will lose his.

                                     STELLA
                         Isn't there anyone in the neighborhood 
                         who might cast an eye in her 
                         direction?

                                     JEFF
                         Well, the salesman could be available 
                         soon.

                                     STELLA
                              (Interested in the 
                              scandal)
                         He and his wife splitting up?

                                     JEFF
                         It's hard to figure. He went out 
                         several time last night, in the rain 
                         carrying his sample case.

                                     STELLA
                              (So?)
                         Isn't he a salesman?

                                     JEFF
                         Now what could he sell at three in 
                         the morning?

                                     STELLA
                              (Shrugs)
                         Flashlights. Luminous dials for 
                         watches. House numbers that light 
                         up.

                                     JEFF
                         He was taking something out of the 
                         apartment. I'm certain.

               She helps him to a sitting position.

                                     STELLA
                         His personal effects. He's probably 
                         running away -- the coward.

                                     JEFF
                         Sometimes it's worse to stay than it 
                         is to run.

                                     STELLA
                              (Looks at him)
                         But it takes a particularly low type 
                         of man to do it.

               Jeff turns his head away for a moment. She helps him into 
               the chair. Hands him his shirt, which he proceeds to put on. 
               The back of his chair is to the window.

                                     STELLA
                              (Putting oil and power 
                              away)
                         What about this morning? Any 
                         developments?

                                     JEFF
                         No. The shades are still drawn in 
                         their apartment.

                                     STELLA
                              (stops)
                         In this heat?
                              (Turns, looks over 
                              his shoulder)
                         They're up now.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               He quickly turns his wheelchair around to the window until 
               he is in profile.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman, having just raised the shades in the living 
               room, is now looking out the window. It is not a casual look, 
               but a long, careful, searching appraisal of all the apartment 
               house windows in his neighborhood, starting from his left to 
               his right. His eyes move closer toward Jeff's apartment.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff in his chair, facing the window, Stella beside him. 
               Jeff nearly knocks the startled Stella off her feet with his 
               arm.

                                     JEFF
                         Get back! Out of sight! Quick!

               He propels his chair backward quickly, and Stella moves to 
               the side with surprising agility. They are both in shadow.

                                     STELLA
                              (A startled whisper)
                         What is it? What's the matter?

               Jeff keeps his eyes trained on the window.

                                     JEFF
                              (Quietly)
                         The salesman's looking out his window.

               Stella relaxes, gives Jeff a disgusted look, and starts to 
               move out of the shadows.

                                     STELLA
                         A Federal offense.

                                     JEFF
                              (Sharply)
                         Get back there! He'll see you!

               She moves back into the shadows.

                                     STELLA
                         I'm not shy. I've been looked at 
                         before.

                                     JEFF
                              (Still peering toward 
                              window)
                         It's not an ordinary look. It's the 
                         kind of look a man gives when he's 
                         afraid somebody might be watching 
                         him.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman completes his searching glance at the 
               neighborhood. Then something directly below his window catches 
               his attention. He looks sharply downward, his body visibly 
               tensing.

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff, with a restraining hand to Stella, begins to edge his 
               chair cautiously forward so that he can see what the salesman 
               is looking at.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               THE CAMERA MOVES FORWARD, and as it reaches the edge of the 
               window, PANS DOWN and shows us what the salesman is looking 
               at. The little dog that was lowered in the basket is sniffing 
               at the salesman's personal flower bed.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff's eyes move up quickly to look at the salesman.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman leans forward and grips the window sill as he 
               watches the dog. The CAMERA PANS DOWN and we now see that 
               the old lady with the hearing aid is leaning over the fence 
               admonishing the dog. We can faintly hear her voice saying 
               something to the effect that he'll get into trouble. The dog 
               turns to glance at her and apparently taking heed, moves 
               away. The old lady is wearing a faded house-robe.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff is amused at the dog incident. Behind him, Stella moves 
               to the center of the room, saying:

                                     STELLA
                         Goodbye, Mr. Jefferies. I'll see you 
                         tomorrow.

                                     JEFF
                              (Grunts)
                         Uh-huh.

               She begins putting her equipment back into her black bag. 
               Jeff's eyes lift to the salesman's apartment, and the 
               amusement drains from his face. He leans forward a little, 
               tensely.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman has his aluminum case on the table near the 
               center of the room. He is carefully wiping out the interior 
               with dust cloth.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff watching intently. Stella putting the last of her things 
               into her bag.

                                     STELLA
                         And don't sleep in the chair again.

               Jeff continues to what the salesman, his face showing a great 
               concentration of thought.

                                     JEFF
                         Uh-huh.

               Stella picks up her bag, stares at Jeff's back a moment, 
               then starts for the door.

                                     STELLA
                         Uh-huh. Uh-huh. Great 
                         conversationalist.

               Jeff swings half-way around in his chair just as Stella 
               reaches the top of the steps.

                                     JEFF
                         Stella. 

               She turns around. Jeff points to a coat-stand near the door.

                                     JEFF
                              (Goes on quickly)
                         Will you take those binoculars out 
                         of the case and bring them to me.

               She puts down her bag, reaches for the binoculars, takes 
               them out the case. She comes down the stairs, brings them to 
               him. He immediately swings to the window, and lifts them to 
               his eyes. Stella sniffs, then goes to the door, as she says:

                                     STELLA
                         Trouble. I cam smell it. I'll be 
                         glad when they crack that cast, and 
                         I get out of here.

               As Stella goes out the door, the CAMERA MOVES IN until Jeff's 
               head, and the binoculars, are filling the screen.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The salesman has completed his cleaning of the case. He is 
               in the act of placing it on the floor. He turns and again 
               glances out of the window.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff quickly lowers the binoculars and edges back a few 
               inches. He watches a moment, then cautiously lifts the 
               binoculars again.

               EXT. NEIGHBORHOOD - SEMI-LONG SHOT - (DAY)

               The man is now moving out of the living room, and the 
               binoculars PAN him though to the small kitchen which is seen 
               through a side window.

               The man starts to busy himself in this kitchen with his back 
               to us, but the image is very unsatisfactory.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff lowers the binoculars and there is an expression of 
               exasperation on his face. He throws the binoculars down, and 
               then looks about him. He backs his chair up quickly toward 
               the main cabinet on his left. He leans down, opens a cupboard 
               door and takes out a long-focus lens. Then from a shelf above 
               he takes a small Exacta camera. He quickly takes off the 
               existing lens and puts on the telephoto lens in its place. 
               He wheels himself back to the window and raises the camera 
               to his eye.

               EXT. NEIGHBORHOOD - DAY - CLOSE SHOT

               Through the view-finder of the camera, we are now brought 
               into close proximity with the salesman in his little kitchen. 
               His back is still to us. He half-turns and takes a used 
               newspaper. He spreads it open, along the drainboard. From 
               the sink he takes out a large butcher's knife, and a long, 
               narrow saw. They disappear from sight as he lays them on the 
               newspaper and proceeds to wrap them up. Having completed his 
               job, he emerges from the kitchen carrying the newspaper-
               wrapped parcel.

               For a moment he is lost behind the wall that separates the 
               kitchen recess from the living room. He does not reappear 
               for a moment.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff lowers the camera for a moment, and watches tensely. 
               Suddenly he puts it up to his eye again.

               EXT. NEIGHBORHOOD - DAY - CLOSE SHOT

               Half of a man's body is now seen in the living room.

               Then the salesman turns and moves to the center of the room. 
               He is not carrying anything. He sits down on a couch, with a 
               display of fatigue. He yawns and stretches out of sight at 
               full length on the couch.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff lowers the camera. He watches the living room for a 
               moment. Then his eye travels briefly back to the kitchen; 
               then return to the living room. His brow knits a little as 
               we:

                                                                  FADE OUT:

               FADE IN:

               EXT. NEIGHBORHOOD - NIGHT - CLOSEUP

               The thermometer outside of Jeff's window, registering 83 
               degrees. The CAMERA PANS OFF to the left until it comes to 
               rest on the song-writer's studio. He is dressed only in 
               bathing trunks, and is vigorously cleaning his rug with a 
               carpet sweeper. In the middle of his sweeping, he stops, 
               hurries a step or two to the piano. He plays a couple of 
               notes with one hand, while he stands.

               Listens, plays them again. Decides they are no good, and 
               returns to his carpet sweeping.

               THE CAMERA PANS FARTHER LEFT to the salesman's apartment. 
               There are no lights burning behind the drawn shade of the 
               bedroom, but the living room and the kitchen are lighted. 
               There is no sign of the salesman.

               THE CAMERA CONTINUES ITS PAN to the left, to include the 
               couple who sleep on the fire escape in the hot weather.

               We now get an opportunity to examine these people more 
               closely. The man is balding, and middle-aged. He is wearing 
               striped pajamas. He is in the act of laying out the mattress. 
               His wife is slightly younger, peroxided, faded show girl 
               type. Also wearing pajamas, with a fluffy handkerchief in 
               the left pocket, the wife is leaning over the railing holding 
               onto the rope which leads to the dog's basket now on the 
               floor of the courtyard. Having been a one-time siffleuse, 
               her call to the dog is clarion and melodic.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The little dog emerges reluctantly from the shadows, and 
               steps into the basket. It begins to move upward, and THE 
               CAMERA FOLLOWS it. When the basket reaches the fire escape, 
               THE CAMERA PANS ON to the apartment of Miss Torso. She is in 
               the bathroom brushing her long hair, while her thoughts seem 
               to be far away.

               THE CAMERA DROPS DOWN to the apartment below, occupied by 
               the elderly lady with the hearing aid. For the first time we 
               see something of her activities inside the apartment. She 
               wears a short smock, although her legs are still bare. She 
               is hard at work on a piece of abstract sculpture. It takes 
               the form of a piece of mahogany through which a simple hole 
               has been carved.

               THE CAMERA MOVES ON much farther to the left, and eventually 
               comes to rest on the newly-weds' apartment with the shade 
               still drawn.

               It MOVES ON and at last passes though Jeff's window, and 
               comes to rest on the two bid heads of Jeff and Lisa.

               Her lips are brushing lightly against his cheek as she speaks:

                                     LISA
                         How far does a girl have to go -- 
                         before you notice her?

               Jeff moves his eyes slightly to something outside the window.

                                     JEFF
                         If she's pretty enough, she doesn't 
                         have to go anywhere. She just has to 
                         "be".

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The salesman's apartment, just as we saw it a moment ago. 
               The shades drawn and lights out in the bedroom, the shade up 
               and lights on in the living room and kitchen. Still no one 
               in sight.

                                     LISA
                         Well, "ain't I?" -- Pay attention to 
                         me.

               INT. JEFF'S APARTMENT - NIGHT - TWO SHOT

               We are now able to see that Jeff's apartment is in darkness, 
               only faintly lit from the distant light of the neighbors' 
               window. By her position, Lisa is seated on Jeff's sound knee, 
               her arms around his neck.

                                     JEFF
                         I'm not exactly on the other side of 
                         the room.

                                     LISA
                         Your mind is. And when I want a man, 
                         I want all of him.

               She starts kissing him.

                                     JEFF
                         Don't you ever have any problems?

                                     LISA
                              (Murmurs, kissing him)
                         I have one now.

                                     JEFF
                         So do I.

                                     LISA
                              (Kissing)
                         Tell me about it.

                                     JEFF
                              (Slight pause)
                         Why would a man leave his apartment 
                         three times, on a rainy night, with 
                         a suitcase? And come back three times?

                                     LISA
                         He likes the way his wife welcomes 
                         him home.

                                     JEFF
                         Not that salesman's wife. And why 
                         didn't he go to work today?

                                     LISA
                         Homework. It's more interesting.

                                     JEFF
                         What's interesting about a butcher's 
                         knife and a small saw wrapped up in 
                         a newspaper?

                                     LISA
                         Nothing, thank heaven.

                                     JEFF
                              (Looking again)
                         Why hasn't he gone into his wife's 
                         bedroom all day?

                                     LISA
                         I wouldn't dare answer that.

                                     JEFF
                              (After pause)
                         Lisa -- there's something terribly 
                         wrong.

               She gives up trying to interest him in romance, and moves 
               back from the embrace. THE CAMERA PULL BACK.

                                     LISA
                         And I'm afraid it's with me.

               Lisa stands, straightens out her dress, stretches a little 
               then she turns to the divan, apparently not too interested 
               in his observation about the salesman's life.

                                     JEFF
                              (Looks at Lisa)
                         What do you think?

                                     LISA
                              (Without returning 
                              his look)
                         Something too frightful to utter.

               Jeff is thoughtful for a moment, then he relaxes and smiles 
               a little. He turns to the window to look out again. Lisa 
               exits the picture.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa stretches herself out on the divan. Her head rest on 
               the cushion at the far end, and she instinctively falls into 
               an attractive pose. However, her expression is disturbed as 
               she watches Jeff.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               He stares intently out the window.

                                     JEFF
                         He went out a few minutes ago -- in 
                         his undershirt -- and he hasn't come 
                         back yet.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa weighs this information, trying to make some sense out 
               of it.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff turns his eyes from the salesman's apartment, and looks 
               down reflectively. He looks up again, and then his eyes 
               catches sight of something. He leans forward slightly.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Miss Torso is lying, face down, on her divan bed. The only 
               light in the apartment is from a reading lamp. She is reading 
               a book held in one hand, while eating a sandwich in another.

               Her back is bare, and all she wears is a pair of brief dark 
               blue shorts. At one point, she lifts her torso up slightly 
               to brush crumbs out from beneath her.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               He looks away from Miss Torso, thoughtfully.

                                     JEFF
                         You know -- that would be terrible 
                         job to tackle.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Lisa leans forward and looks out the window to see what Jeff 
               is referring to. She turns back to him with a blank stare.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff turns and looks at her, quite unaware of her surprise 
               at his comment.

                                     JEFF
                         How would you begin to cut up a human 
                         body?

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa sits bolt upright on the divan. She reaches back quickly 
               and pulls on the overhead light. At that moment the songwriter 
               returns to his composing. We can see him over Lisa's shoulder. 
               He is beginning his song again, and it has taken on new 
               fullness and melody.

               Although it is not complete, it is farther along then before, 
               and he plays his theme a number of different ways, trying to 
               move it note by note to its completion.

               Lisa just stares at Jeff for a moment.

                                     LISA
                         Jeff -- I'll be honest with you -- 
                         you're beginning to scare me a little.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff is staring out of the window again. Over this we hear 
               Lisa's voice:

                                     LISA
                              (Quietly insistent)
                         Jeff -- did you hear what I said? 
                         You're beginning to --

               Jeff puts out a restraining hand.

                                     JEFF
                              (Interrupting)
                         Be quiet! Shhh!
                              (Pause)
                         He's coming back!

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               At last the salesman is seen coming along the corridor.

               He does not wear shirt, but only an undershirt. Slung over 
               one shoulder, with his arm through is, is a large coil of 
               sturdy rope. He goes through the living room into the bedroom. 
               He does not put on the bedroom lights.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff reaches quickly for his binoculars, and trains them on 
               the salesman's apartment.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               As seen though the binoculars, the salesman comes out of the 
               bedroom, to the kitchen, where he gets a carving knife. He 
               turns around and goes back to the bedroom.

               The lights go on behind the draw shades, after a short moment. 
               The dim shadow of the salesman is seen moving around the 
               room.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa, still stretched out on the divan looking at Jeff, 
               suddenly sits upright and then getting up from the divan, 
               mover over to Jeff, THE CAMERA GOING WITH her.

               In a sudden surprise move, she swings his chair completely 
               around so that his back is to the window. He drops the 
               binoculars into his lap in surprise. THE CAMERA MOVES IN as 
               Lisa leans over Jeff, gripping both sides of his chair

                                     LISA
                              (sharply)
                         Jeff -- if you could only see 
                         yourself.

                                     JEFF
                         Now, Lisa --

                                     LISA
                              (Abruptly)
                         Sitting around, looking out a window 
                         to kill time, is one thing -- but 
                         doing it the way you are -- 
                              (She gestures)
                         -- with, with binoculars, and with 
                         wild opinions about every little 
                         movement you see -- is, is diseased!

                                     JEFF
                         Do you think I consider this 
                         recreation?

                                     LISA
                         I don't know what you consider it -- 
                         but if you don't stop it, I'm getting 
                         out of here.

                                     JEFF
                         You'd better before you catch the 
                         disease!

                                     LISA
                              (Insistent)
                         What is it you're looking for?

                                     JEFF
                         I want to find out what's wrong with 
                         the salesman's wife. Does that make 
                         me sound like a madman?

                                     LISA
                         What makes you think something's 
                         wrong with her?

                                     LISA
                         A lot of things. She's an invalid 
                         who needs constant care -- and yet 
                         the husband nor anyone else has been 
                         in there all day.

                                     LISA
                         Maybe she died.

                                     JEFF
                         Where's the doctor -- the undertakers?

                                     LISA
                         She could be under sedatives, 
                         sleeping.
                              (Looks up)
                         He's in the room now.

               Jeff tries to turn around, but she won't let the chair move.

                                     JEFF
                         Lisa, please!

                                     LISA
                         There's nothing to see.

                                     JEFF
                         There is -- I've seen things through 
                         that window! Bickering, family fights, 
                         mysterious trips at night, knives, 
                         saws, rope -- and since last evening, 
                         not a sight or sound of his wife! 
                         Now you tell me where she is and 
                         what she's doing!

                                     LISA
                         Maybe he's leaving his wife. I don't 
                         know, and I don't care. Lots of people 
                         have saws, knives and ropes around 
                         their houses. Lots of men don't speak 
                         to their wives all day. Lots of wives 
                         nag, and men hate them, and trouble 
                         starts -- but very, very, very few 
                         of them end up in murder -- if that's 
                         what you're thinking.

                                     JEFF
                         It's pretty hard to stay away from 
                         that word isn't is?

                                     LISA
                         You could see all the things he did, 
                         couldn't you?

                                     JEFF
                         What are you getting at?

                                     LISA
                         You could see that he did because he 
                         had the shades in his apartment up, 
                         and walked along the corridor, and 
                         the streets and the backyard?

                                     JEFF
                         Yeah.

                                     LISA
                         Jeff, do you think a murderer would 
                         let you see all that? That he 
                         shouldn't keep his shades down and 
                         hide behind them?

                                     JEFF
                         That's where he's being clever. Acting 
                         nonchalant.

                                     LISA
                         And that's where you're not being 
                         clever. He wouldn't parade his crime 
                         in front of the open shades.

               She turns the wheelchair slightly to her left so that he can 
               see the newlyweds' apartment.

                                     LISA
                              (Pointing)
                         For all you know -- there's something 
                         a lot more sinister going on behind 
                         those shades.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The drawn shades of the newlyweds' apartment. A dim light 
               burning behind them.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff looks, turns back to her, trying to suppress a chuckle.

                                     JEFF
                         No comment.

                                     LISA
                         Don't you see how silly you're being?

                                     JEFF
                         Okay, Lisa -- probably you're right. 
                         He's probably in the bedroom now, 
                         entertaining his wife with the indian 
                         rope trick. I'll admit to criminal 
                         insanity. Now when do I start the 
                         cure?

               Lisa half looks up and out the window. She opens her mouth 
               to answer, but a new look overtakes her face. It is concern, 
               surprise, and a little shock. Jeff sees the change, is 
               sobered, and quickly turns the chair around.

               He looks out the window, using his binoculars.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The shades in the bedroom are now up. Both beds are empty, 
               and stripped of their linen, the mattresses thrown up over 
               the end of the beds. The salesman, sweating heavily, stands 
               over a large, square trunk in the center of the room. It is 
               stoutly bound by the heavy rope we previously saw him bring 
               into the apartment. He wipes one forearm across his brow, 
               and then heads for the kitchen. In the kitchen, he produces 
               a bottle, pours himself two or three straight drinks, then 
               leans with a display of exhaustion against the kitchen sink.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff lowers the glasses. His look is sober. Lisa stands behind 
               him, one hand on the back of the wheelchair. She, too, is 
               serious. THE CAMERA MOVES IN until Lisa's head fills the 
               screen. She says, slowly:

                                     LISA
                         Let's start from the beginning again, 
                         Jeff. Tell me everything you saw -- 
                         and what you think it means.

               She is still staring out the window, as the scene

                                                                 FADES OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff is seated in the dark, his face lit by the faint glow 
               from the distant street. He is looking out of the window 
               tensely, as THE CAMERA MOVES IN, until he is in big profile.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               From Jeff's viewpoint, all the windows are dark. The couple 
               are sleeping on the fire escape. The salesman's apartment is 
               dark as well. Suddenly a match flares, and we see the salesman 
               light a cigar. The flame of the match illuminates his face 
               for a moment. When is dies out, we see just the glow of the 
               cigar burning.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               The CAMERA is now facing Jeff. We see that his left hand 
               rests on the telephone receiver which is close to him. The 
               phone starts to RING, but makes only the slightest sound, as 
               he instantly picks it up. As he talks, in a low voice, he 
               keeps his eyes on the salesman's apartment.

                                     JEFF
                         Yeah?

               INT. PHONE BOOTH - NIGHT - CLOSEUP

               We get an impression of Sixth Avenue behind Lisa at the phone. 
               Lisa also talks in a low, quiet voice.

                                     LISA
                         The name on the second floor rear 
                         mailbox reads Mr. And Mrs. Lars, 
                         that's L-A-R-S, Lars Thorwald.

                                     JEFF
                              (Filter)
                         What's the apartment house number?

                                     LISA
                         125 West Ninth Street.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff, still looks toward the salesman's apartment.

                                     JEFF
                         Thanks, Lisa.

               INT. PHONE BOOTH - NIGHT - CLOSEUP

               Lisa smilingly says:

                                     LISA
                         Okay, chief. What's my next 
                         assignment.

                                     JEFF
                         To get on home.

                                     LISA
                         All right -- but what's he doing 
                         now?

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff is still looking toward the salesman's apartment.

                                     JEFF
                         Just sitting in the living room. In 
                         the dark. And he hasn't gone near 
                         the bedroom. Now get some sleep. 
                         Goodnight.

               He puts the receiver down, and resumes his vigil.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               All we can see is the glow of the salesman's cigar.

                                                                  FADE OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Jeff is seated by the window in his wheelchair. He is talking 
               on the telephone while his eyes are still on the neighborhood. 
               There is a touch of urgency in his voice.

                                     JEFF
                         Look, Doyle -- it's just one of those 
                         things I can't tell you on the phone. 
                         You have to be here, and see the 
                         whole set-up.

               The CAMERA PULLS BACK slightly as Stella emerges from the 
               kitchen. She is carrying a tray with breakfast on it. Eggs, 
               bacon, toast and coffee.

                                     JEFF
                         It's probably nothing important -- 
                         just a little neighborhood murder, 
                         that's all. As a matter of fact, I 
                         did say "murder".

               Stella squeezes past the right side of Jeff, and places the 
               food tray on a windowseat in front of him. She peers out 
               cautiously toward Thorwald's apartment for a moment. Then 
               she squeezes back, moving to the sideboard against which 
               leans a small table on an adjustable stand.

                                     JEFF
                         My only thought was to throw a little 
                         business your way. A good detective, 
                         I reasoned, would jump at the chance 
                         to detect.

               Stella returns with the table, and sets it up so that it is 
               across Jeff's lap. She gets the tray of food pausing to look 
               toward Thorwald's apartment. Then she places the breakfast 
               on the tray table in front of Jeff. He has moved back a little 
               to avoid getting the phone cable tangled in the food and 
               dishes.

                                     JEFF
                         Well, I usually took my best pictures 
                         on my day off.
                              (nods)
                         Okay, Doyle -- soon as you can.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               He hangs up. Stella takes the phone and puts it down for 
               him. He looks at the breakfast, reaches for a knife and fork.

                                     JEFF
                         Stella, I -- I can't tell you what a 
                         welcome sight this is. No wonder 
                         your husband's still in love with 
                         you.

                                     STELLA
                         Police?

                                     JEFF
                              (Pauses in cutting 
                              food)
                         Huh?

                                     STELLA
                         You called the police?

                                     JEFF
                         Oh. Well, yes and no. It wasn't an 
                         official call. He's just a friend.
                              (Almost to himself)
                         An old, ornery friend.

               He begins eating, appreciatively. She moves behind his chair, 
               pausing to look toward Thorwald's apartment again. Jeff is 
               just lifting a piece of bacon to his lips when Stella speaks.

                                     STELLA
                              (Half to herself)
                         Now just where do you suppose he cut 
                         her up?

               The hand carrying the bacon to Jeff's mouth hesitates for a 
               moment.

                                     STELLA
                              (Answering herself)
                         Oh -- of course! In the bathtub. 
                         That's the only place he could wash 
                         away the blood.

               The hand holding the bacon moves back to the plate.

               Jeff just stares ahead. Stella turns and walks into the 
               kitchen. Jeff pushes the food away, and picks up the coffee 
               cup instead.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff's eyes, over the coffee cup, are staring intently at 
               the backyard.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Thorwald's apartment. The shades up. No one moving.

               The rope-tied trunk still sits in the bedroom.

               To the left we see the basket lowering with the dog in it. 
               We HEAR the woman WHISTLING an aria.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               His eyes stray in an upward direction as he puts down the 
               coffee cup.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The CAMERA PANS UP past the woman lowering the dog, up to 
               the roof where one of the sunbathers can be seen sitting up, 
               rubbing her body with sun tan oil.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff's eyes moves down again. Abstractedly his hand strays 
               toward the piece of bacon. He picks it up.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Thorwald's apartment. We are now aware that the salesman is 
               now in his living room, lying out of sight on the sofa, 
               because the smoke from a newly lighted cigar is starting to 
               ascend toward the ceiling of his room.

               Stella's voice is heard calling out from the kitchen:

                                     STELLA'S VOICE
                         He'd better get that trunk out of 
                         there before is starts to leak.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Again the bacon stops before is reaches Jeff's mouth.

               He puts it down on the plate again, as his eyes move slightly 
               toward the left.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Miss Torso, in ballet outfit, is hanging up a small wash on 
               a clothes line. It consists mostly of lingerie. She is doing 
               her inevitable leg practice at the same time.

               THE CAMERA PANS OVER SUDDENLY TO Thorwald's apartment, and 
               except for the smoke rising from the unseen sofa, there is 
               no activity.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff seems to be getting a bit listless, or bored, by 
               constantly watching Thorwald's apartment. His eyes sort of 
               stray around the neighborhood, and end up looking toward:

               EXT. NEIGHBORHOOD - DAY - MEDIUM SHOT

               The newlywed's apartment. Shade down, business as usual.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff smiles affectionately, and starts to turn his eyes away; 
               but something startles him, and he looks quickly back.

               EXT. NEIGHBORHOOD - DAY - MEDIUM SHOT

               The shade suddenly going up in the newlywed's apartment.

               The young husband leans his hands on the windowsill, and 
               looks out. He is wearing only his pajama bottoms, because of 
               the heat, and we see that he is a well-muscled, attractive 
               young man. He looks around with some satisfaction. He turns 
               at the sound of a woman's voice behind him.

                                     GIRL'S VOICE
                         H-a-a-r-r-e-e...

               He turns his head, is thoughtful for a brief moment, then he 
               pulls down the shade.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               His smile almost becomes a private chuckle. Stella's abrupt 
               voice breaks in urgently:

                                     STELLA'S VOICE
                         Look! Look -- Mr. Jefferies!

               Jeff's head snaps toward the center of his window.

               Stella has appeared behind his wheelchair.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Two men wearing tan coveralls are standing outside Thorwald's 
               door. One of them carries a clipboard.

               Suddenly Thorwald is seen sitting up on the living room sofa. 
               His hair is disheveled and he is unshaved. He stands up, and 
               moves toward the door.

               He opens it, and after a short exchange of dialogue, he admits 
               the two men, leaving the door open behind them.

               He leads the two man across the living room to the bedroom.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Stella and Jeff watching intently. He is feeling down 
               alongside his wheelchair for his binoculars.

               EXT. NEIGHBORHOOD - DAY - BINOCULAR SHOT

               A close view shows the two man carrying the trunk across the 
               living room toward the corridor.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff lowers the binoculars quickly.

                                     JEFF
                              (Agitated)
                         I thought Doyle would get here before 
                         the trunk went -- or I'd have called 
                         the police.
                              (To Stella)
                         Now we're going to lose it.

               Stella moves toward the door quickly. Jeff turns quickly 
               over his shoulder to watch her. She is already going up the 
               steps.

                                     JEFF
                         Stella, don't do anything reckless!

               As Stella goes out the door, she calls back:

                                     STELLA
                         I'm just going to get the name of 
                         their truck!

                                     JEFF
                              (Up)
                         I'll watch the alleyway -- in case 
                         it goes that way.

               We hear nothing from Stella, but the sound of her heavy tread 
               down the hallway stairs. Jeff returns to Thorwald. He eases 
               himself back into the shadows a bit and then raises his 
               binoculars.

               EXT. NEIGHBORHOOD - DAY - BINOCULAR SHOT

               Jeff concentrates his attention on the alley-way that leads 
               to the street. Just normal traffic. The binoculars swing to 
               Thorwald apartment. The salesman is now at the telephone. He 
               has picked up the receiver, and proceeds to dial 221.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               The binoculars still up to Jeff's face. Under them his mouth 
               moves, as if he's talking to himself.

                                     JEFF
                         Long Distance.

               EXT. NEIGHBORHOOD - DAY - BINOCULAR SHOT

               The salesman speaks some words to the operator. Placing the 
               call. As he does this, he reaches with his other hand for a 
               nearly bottle, and working the cork out with one hand, he 
               pours a stiff drink into a tumbler. He drinks it as soon as 
               he finishes talking with the operator.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff lowers the binoculars a little, and takes a normal eye 
               sight on the alleyway.

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               Pulling across to the far side of the street we see the hood 
               and cab of a freight truck.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff quickly puts the glasses up.

               EXT. NEIGHBORHOOD - DAY - BINOCULAR SHOT

               By the time the binoculars are up, another truck has crossed 
               from the left. In momentarily blocks out the side of our 
               freight truck. By the time the two trucks part, we can only 
               see the back half of the freight truck before it pulls out 
               of sight. Jeff is only able to read the words "FREIGHT LINES". 
               The binoculars are held for a moment until we see a puffing 
               and blowing Stella arrive at the opening of the alleyway. 
               She looks toward the front of Thorwald's apartment house.

               And by her attitude we can see that there is no truck outside. 
               She looks about her for a moment.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff lowers the binoculars, discouraged.

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               The figure of Stella is seen, looking up toward Jeff's 
               apartment, and arms outspread in a helpless gesture.

                                                           LAP DISSOLVE TO:

               INT. JEFF'S APARTMENT - DAY - SEMI-LONG SHOT

               SHOOTING TOWARDS the big window, with the neighborhood beyond, 
               Jeff is as usual seated in his wheelchair on the left of the 
               window, but now turned toward a newcomer.

               The second man is standing near the divan looking out the 
               window with the binoculars. This newcomer is POLICE DETECTIVE 
               LIEUTENANT THOMAS J. DOYLE, the man Jeff phoned earlier in 
               the day. He is an intelligent-appearing, well-dressed modern 
               detective. He has a sense of humor. He lowers the glasses, 
               and turns to Jeff.

                                     DOYLE
                         You didn't see the killing, or the 
                         body? How do you know there was a 
                         murder?

                                     JEFF
                         Because everything that man's done 
                         has been suspicious. Trips at night 
                         in the rain, saws, knives, trunks 
                         with rope, and a wife that isn't 
                         there any more.

                                     DOYLE
                         I'll admit it all has a mysterious 
                         sound -- but is could mean a number 
                         of different things. Murder is the 
                         least likely.

                                     JEFF
                         Go ahead, Doyle -- tell me he's an 
                         unemployed magician -- amusing the 
                         neighborhood with sleight-of-hand.

               Doyle paces a little.

                                     DOYLE
                         It's too stupid and obvious a way to 
                         murder -- in full view of fifty 
                         windows -- and then sit over there --
                              (He points)
                         -- smoking a cigar -- waiting for 
                         the police to pick him up.

                                     JEFF
                         Well, officer -- do your duty.

                                     DOYLE
                         You've got a lot to lean about 
                         homicide, Jeff. Morons have committed 
                         murder so shrewdly that it took a 
                         hundred trained police minds to catch 
                         them. That salesman wouldn't just 
                         knock off his wife after dinner, 
                         toss her in a trunk and put her in 
                         storage.

                                     JEFF
                         I'll bet it's been done.

                                     DOYLE
                         Almost everything's been done -- 
                         under panic. But this is a thousand 
                         to one shot. That man's still sitting 
                         around his apartment; he isn't 
                         panicked.

                                     JEFF
                              (A pause)
                         You think I made all this up?

                                     DOYLE
                         I think you saw something -- that 
                         probably has a very simple 
                         explanation.

                                     JEFF
                         For instance?

                                     DOYLE
                              (Shrugs)
                         His wife took a trip.

                                     JEFF
                         She -- was -- an -- invalid!

                                     DOYLE
                         You told me.
                              (Looks at watch)
                         I've got to run, Jeff.

                                     JEFF
                         All right -- you don't believe me.

               Doyle saunters toward steps, picking up his hat on the way. 
               Stops.

                                     DOYLE
                         I -- uh -- won't report it to the 
                         Department. Let me poke into a little 
                         on my own. No point in you getting 
                         any ridiculous publicity.

                                     JEFF
                              (Coldly)
                         Thanks.

                                     DOYLE
                         We know the wife is gone. I'll see 
                         if I can find out where.

                                     JEFF
                         Do that.

               He goes up the steps to the door, putting on his hat.

               He pauses his hand on the door knob.

                                     DOYLE
                         You have any headaches lately?

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff answers, showing only the slightest irritation.

                                     JEFF
                         Not 'til you showed up.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Doyle, still at the door:

                                     DOYLE
                         Uh-huh. Well, it'll wear off in time -- 
                         along with the hallucinations. See 
                         you around.

               He starts to go out the door, and closes it behind him.

               INT. JEFF'S APARTMENT - DAY - SEMI-LONG SHOT

               From Doyle's viewpoint. Jeff lifts his hand in a feeble 
               parting gesture.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Before the door has completely closed, Doyle opens it again, 
               and looks in.

                                     DOYLE
                         By the way  what happened to your 
                         leg?

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

                                     JEFF
                         I was jaywalking.

                                     DOYLE'S VOICE (O.S.)
                         Where?

                                     JEFF
                              (With nonchalance)
                         The Indianapolis Speedway.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               The door starts to close again, as if Doyle considered Jeff's 
               answer quite reasonable. Then the door pops open and Doyle's 
               head comes in, a surprised expression across his face.

                                     DOYLE
                         During the race?

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff answers with a straight face.

                                     JEFF
                         Yup. It sure stopped traffic.

               We don't see Doyle again, but only HEAR the sharp slam of 
               the DOOR off. Jeff chuckles. Then he turns back to the window.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff's attention is drawn to something in the yard below.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               The little dog is busily scratching away at Thorwald's pet 
               flower bed.

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff smiles mischievously. Suddenly his face changes as he 
               sees:

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Thorwald coming out of his basement door, carrying a watering 
               can. He fills it from a nearby faucet. He does not notice 
               the little dog's destructive activities.

               When the watering can is filled, he straightens up, turns 
               toward the flower bed. He stops for the briefest moment, 
               when he sees the dog. He walks to the dog, gently lifts him 
               out of the garden, and giving him a friendly little pat, 
               sends him off. He proceeds to patiently brush back the 
               disturbed earth, and then begins his watering.

               INT. JEFF'S APARTMENT - DAY - SEMI-CLOSEUP

               Jeff is frankly puzzled by the salesman's friendly attitude 
               toward the dog. He looks off in another direction, as he 
               catches of:

               EXT. NEIGHBORHOOD - DAY - LONG SHOT

               Doyle, who has appeared, at the street opening. The detective 
               is surveying the front of the apartment building where 
               Thorwald lives. A paper seller behind him offers to sell him 
               a paper. Doyle isn't interested.

               As Doyle saunters forward toward the salesman house, the 
               scene:

                                                          LAP DISSOLVES TO:

               INT. JEFF'S APARTMENT - DAY - MEDIUM SHOT

               Doyle is nonchalantly leaning up against the side board, 
               with a highball in one hand. Jeff has turned his chair around 
               from the window to face him.

                                     DOYLE
                         He has a six months lease, and has 
                         used up a little over five and a 
                         half months of it.
                              (Takes a sip of drink)
                         Quiet. Drinks, but not to drunkenness. 
                         Pays his bill promptly, with money 
                         earned as a consume jewelry salesman -- 
                         wholesale. Keeps to himself, and 
                         none of the neighbors got close to 
                         him, or his wife.

                                     JEFF
                         I think they missed their chance 
                         with her.

                                     DOYLE
                              (Studies drink)
                         She never left the apartment --

                                     JEFF
                              (Interrupting)
                         Then where is she -- in the ice box?

                                     DOYLE
                              (Continues)
                         -- until yesterday morning.

                                     JEFF
                              (Alert)
                         What time?

                                     DOYLE
                         Six ayem.

               Jeff looks thoughtful a moment, and then says, with a touch 
               of discouragement:

                                     JEFF
                         I think that's about the time I fell 
                         asleep.

                                     DOYLE
                         Too bad. The Thorwalds were just 
                         leaving the apartment house at that 
                         time.

               He puts down his drink, and strolls toward the window, looking 
               out. THE CAMERA MOVES IN slightly to tighten the shot.

                                     DOYLE
                         Feel a little foolish?

                                     JEFF
                         Not yet.

               Doyle becomes interested in watching something out the window. 
               Unconsciously he smooths out his coat and tie.

               He even smiles somewhat secretly to himself at what he sees.

               EXT. NEIGHBORHOOD - DAY - SEMI-LONG SHOT

               Miss Torso, in ballet costume, practicing her dance on the 
               outside balcony. She is exciting and desirable.

               INT. JEFF'S APARTMENT - DAY - TIGHT TWO SHOT

               Jeff notices Doyle's interest.

                                     JEFF
                         How's your wife?

               Startled at being observed, Doyle moves quickly away from 
               the window, affecting nonchalance. THE CAMERA MOVES BACK as 
               Doyle returns to his drink. Jeff smiles at catching Doyle 
               enjoying Miss Torso.

                                     DOYLE
                         Oh -- oh, she's fine.
                              (Not too convincing)
                         Just fine.

               He tosses off the rest of the drink, and his movement is 
               almost a comment. Jeff's face grows serious.

                                     JEFF
                         Who said they left then?

                                     DOYLE
                         Who left -- where?

                                     JEFF
                         The Thorwalds -- at six in the 
                         morning?

               Doyle quickly collects his thoughts, and gets back to the 
               case at hand.

                                     DOYLE
                         The building superintendent, and two 
                         tenants. Flat statements -- no 
                         hesitation. And they all jibed to 
                         the letter. The Thorwalds were leaving 
                         for the railroad station.

                                     JEFF
                         Now how could anybody guess that? 
                         They had, perhaps, signs on their 
                         luggage, "Grand Central Or Bust!"?

                                     DOYLE
                              (Sighs)
                         The superintendent met Thorwald coming 
                         back. He said Thorwald told him he 
                         had just put his wife on the train 
                         for the country.

                                     JEFF
                         A very convenient guy -- this 
                         superintendent. Have you checked his 
                         bank deposits lately?

                                     DOYLE
                         Jeff -- huh?

                                     JEFF
                              (Sharply)
                         Well -- what good is his 
                         information?!! It's a second-hand 
                         version of an unsupported statement 
                         by the murderer himself -- Thorwald! 
                         Anybody actually see the wife get on 
                         the train?

                                     DOYLE
                         I hate to remind you -- but this all 
                         started because you said she was 
                         murdered. Now did anyone, including 
                         you, actually see her murdered?

                                     JEFF
                         Doyle -- are you interested in solving 
                         a case, or making me look foolish?

                                     DOYLE
                         If possible -- both.

                                     JEFF
                         Well then do a good job of it! Get 
                         over there, and search Thorwald's 
                         apartment! It must be knee-deep in 
                         evidence.

                                     DOYLE
                         I can't do that.

                                     JEFF
                         I mean when he goes out for a paper, 
                         or a drink, or something. What he 
                         doesn't know won't hurt him.

                                     DOYLE
                         I can't do it even if he's gone.

                                     JEFF
                              (With sarcasm)
                         What's the matter? Does he have a 
                         courtesy card from the police 
                         department?

                                     DOYLE
                         Now don't get me mad! Even a detective 
                         can't walk in anybody's apartment 
                         and search it. If I were ever caught 
                         in there, I'd lose my badge inside 
                         of ten minutes!

                                     JEFF
                         Just make sure you're not caught. If 
                         you find something, you've got a 
                         murderer and nobody will care about 
                         a couple of house rules. If you find 
                         nothing -- he's clear.

                                     DOYLE
                         At the risk of sounding stuffy, Jeff -- 
                         I'll remind you of the Constitution, 
                         and the phrase "search warrant" issued 
                         by a judge who knows the Bill of 
                         Rights verbatim. He must ask for 
                         evidence.

                                     JEFF
                         Give him evidence.

                                     DOYLE
                         I can hear myself starting out. "Your 
                         Honor -- I have a friend who's an 
                         amateur sleuth, an one night, after 
                         a heavy supper --"
                              (He shakes his head 
                              "no")
                         He'd throw the New York State Penal 
                         Code right in my face. -- And it's 
                         six volumes.

                                     JEFF
                         By morning there might not be anything 
                         left to find in his apartment.

                                     DOYLE
                              (Looking out window)
                         A detective's nightmare.

                                     JEFF
                         What do you need before you can search -- 
                         bloody footsteps leading up to the 
                         door?

                                     DOYLE
                              (Looking out window)
                         One thing I don't need is heckling! 
                         You called and asked me for help -- 
                         and now you're acting like a taxpayer!

                                     DOYLE
                              (Turns and look at 
                              Jeff)
                         How did we ever stand each other in 
                         that same plane for three years?

                                     JEFF
                         You know, every day for three years 
                         I asked myself that same question?

                                     DOYLE
                         Ever get an answer?

                                     JEFF
                         Yeah -- frequently -- it ran something 
                         like this: "Your request for transfer 
                         turned down --"

               He can't help smiling, and neither can Doyle.

                                     DOYLE
                         Sorry I had to turn it down.
                              (He checks his watch)
                         I'm going over to the railroad station 
                         and check Thorwald's story.

               He moves to the sideboard, picks up a felt hat.

                                     JEFF
                         Forget the story -- find the trunk. 
                         Mrs. Thorwald's in it!

                                     DOYLE
                         Oh -- I almost forgot!

               He pulls a slip of paper out of his pocket. Jeff watches him 
               intently.

                                     DOYLE
                              (Looking at Jeff)
                         There was a postcard in Thorwald's 
                         mailbox.
                              (Refers to paper)
                         Mailed yesterday afternoon, three- 
                         thirty P.M. from Merritsville --
                              (Looks up, speaks 
                              pleasantly)
                         -- That's eighty miles north of here.
                              (Back to paper)
                         The message read "Arrived O.K. Already 
                         feeling better. Love, Anna."

               He looks at Jeff with some smugness.

                                     JEFF
                              (Slowly)
                         Is -- is Anna -- who I think it is?

                                     DOYLE
                              (Nods "yes")
                         Mrs. Thorwald.

               He puts on his hat, and goes toward the door.

                                     DOYLE
                              (Maliciously)
                         Anything you need?

               INT. JEFF'S APARTMENT - DAY - CLOSEUP

               Jeff is sober.

                                     JEFF
                         Yeah. A good detective.

                                                           LAP DISSOLVE TO:

               INT. JEFF'S APARTMENT - DUSK - CLOSEUP

               The sun has just set. THE CAMERA is concentrating on the 
               long-focus lens camera which fills the screen. Just beyond, 
               there is a plate on which a solitary sandwich.

               Jeff's hand comes in, picks it up. We PAN US with the sandwich 
               until Jeff's head fills the screen. (Except for a small light 
               in the kitchen, Jeff's apartment is in darkness.) As he 
               munches, he keeps his attention on the neighborhood.

               EXT. NEIGHBORHOOD - DUSK - SEMI-LONG SHOT

               Thorwald's apartment is darkness. THE CAMERA PANS slightly 
               to the left, as we see the dog being lowered in its basket. 
               We follow the basket down to the yard which brings Miss Lonely 
               Heart's apartment into view. She is wearing a Kelly Green 
               suit, and is seated at her dressing table. She seems to be 
               putting on the final touches of her make-up, prior to going 
               out.

               INT. JEFF'S APARTMENT - DUSK - CLOSEUP

               Jeff looks down, he smiles to himself. He turns, and we see 
               him raise the long-focus camera to his eye.

               EXT. NEIGHBORHOOD - DUSK - CAMERA SHOT

               The long-focus lens brings Miss Lonely Hearts into an enlarged 
               picture which reveals details we have not previously noticed.

               A pair of ill-fitting, horn-rimmed reading glasses rest half 
               way down her nose, and she has to tilt her head back slightly 
               as she applies lip-stick, with their aid.

               Satisfied, she takes off the glasses, and examines her face 
               as a whole, through squinting eyes. She has faded good looks, 
               has fairly nice clothes, but is badly in need of advice on 
               hair dressing. Her hair-do makes her seem middle-aged. She 
               reaches for a tall glass of liquor next to her, and takes a 
               long drink. Putting the glass down, she squints to see if 
               she has disturbed the lipstick. Unable to see clearly, she 
               puts on the glasses again, looks, and touches up her lips 
               slightly.

               She puts her glasses in a handbag, then stands to put out 
               the lights. She walks into the living room, finishing the 
               drink. The long-focus lens moves with her. She goes straight 
               for a bottle of liquor, and pours out a final neat slug, and 
               tosses it off. Then she leaves the apartment, with a show of 
               determination.

               She turns out the lights behind her.

               INT. JEFF'S APARTMENT - DUSK - SEMI-CLOSEUP

               Jeff lowers the long-focus lens, and turns his head to the 
               right as he hears the first notes of the songwriter's melody 
               which we have heard him trying to complete.

               EXT. NEIGHBORHOOD - DUSK - MEDIUM SHOT

               The songwriter is at the piano, poking out his melody, slowly, 
               note by note. He is in black tie, and from the looks of the 
               apartment he is preparing for guests. An attractive girl is 
               setting out trays of canapés, glasses, ice and liquor. She 
               pauses as she crosses the room carrying a tray of food. She 
               listens a moment to the songwriter's melody. Her expression 
               shows that it pleases her, and moves her romantically. She 
               comments on it to the songwriter, who starts from the 
               beginning again, playing it more fully.

               INT. JEFF'S APARTMENT - DUSK - SEMI-CLOSEUP

               A new source of music comes in to interfere with the piano 
               playing. It is orchestral ballet music, in a modern style. 
               Jeff's head turns in this new direction.

               EXT. NEIGHBORHOOD - DUSK - SEMI-LONG SHOT

               Miss Torso, and a male partner whom we have not seen before, 
               are practicing a pas a deux. He is a tall flowing-haired 
               young man, lithe and graceful beyond normal masculine 
               capacity.

               They stop, at one point, to listen to a word of comment from 
               a woman who is watching. By her gestures, she is obviously a 
               professional choreographer.

               THE CAMERA PANS from this to the street beyond.

               Standing there, on the sidewalk, looking up and down the 
               street is a Kelly Green clad figure.

               INT. JEFF'S APARTMENT - DUSK - CLOSEUP

               He quickly raises his long-focus camera to his eye.

               EXT. NEIGHBORHOOD - DUSK - CAMERA SHOT

               We are now given a waist-high shot as the focus is adjustment 
               by Jeff. The figure is that of Miss Lonely Hearts. She seems 
               to be trying to figure out what to do, or where to go. She 
               nervously looks at a couple of men passers by. Getting no 
               reaction, she crosses the street, and seats herself at an 
               empty table in front of the cafe. She orders a drink.

               She is suddenly blotted out by a figure of a man who enters 
               the picture from the left side. He is much nearer the lens, 
               because he is on this side of the street. He is, therefore, 
               slightly out of focus. The lens suddenly sharpens. It is 
               Thorwald, carrying a light-weight cardboard box under his 
               arm. THE CAMERA PANS him over to the right until he is lost 
               behind the building.

               INT. JEFF'S APARTMENT - DUSK - SEMI-CLOSEUP

               He lowers the lens, and we see Jeff's eyes travel across the 
               screen, as he imagines Thorwald's progression. Then sharpening 
               his look, he picks up the long-focus lens, and easing himself 
               back cautiously, begins watching Thorwald.

               EXT. NEIGHBORHOOD - DUSK - CAMERA SHOT

               Thorwald comes up the corridor, and stands unlocking his 
               door. As he hesitates, we are able to see the cardboard box 
               he is carrying has the name of a laundry on it. He enters 
               the apartment turns on the living room lights.

               He proceeds to the bedroom, and the lights go on there.

               A number of suits and top coats are lying on an orderly pile 
               on the bed. He takes the laundry out of the box and puts in 
               on the bed next to the suits. Then he goes to the dresser, 
               and instead of putting the laundry away,

               he proceeds to take out the contents of the drawers -- 
               pajamas, shirts, sox, etc. He piles these on the beds.

               INT. JEFF'S APARTMENT - DUSK - SEMI-CLOSEUP

               Jeff lowers the camera quickly. He picks up the phone and 
               dials a number, still keeping his eyes on Thorwald.

               The phone buzzes on filter, then is picked up and answered 
               by a woman:

                                     MRS. DOYLE
                              (Filter)
                         Hello.

                                     JEFF
                         Mrs. Doyle?

                                     MRS. DOYLE
                         Yes.

                                     JEFF
                         Jeff again.
                              (A note of urgency)
                         Has Tom come in yet?

                                     MRS. DOYLE
                         Not yet, Jeff.

                                     JEFF
                         You haven't even heard from him?

                                     MRS. DOYLE
                         Not a word.

               For a moment, Jeff looks desperate. He doesn't know what to 
               say.

                                     MRS. DOYLE
                         It is something really important, 
                         Jeff?

                                     JEFF
                         I'm afraid it is, Tess.

                                     MRS. DOYLE
                         I'll have him call the moment I hear 
                         from him.

                                     JEFF
                         Tell him not to waste time calling. 
                         To get over here soon as he can. I 
                         think Thorwald's pulling out tonight.

                                     MRS. DOYLE
                         Who's Thorwald?

                                     JEFF
                         He knows.
                              (As an after-thought)
                         Don't worry, Tess. It's a man.

                                     MRS. DOYLE
                              (She laughs)
                         Goodnight, you idiot.

                                     JEFF
                              (A slight smile)
                         Goodnight, Mrs Doyle.

               He hangs up. Then, his brows knit a little, as if he's puzzled 
               about something he sees across the neighborhood.

               He lifts up the long-focus lens.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Early night. In the dresser Thorwald finds an alligator 
               handbag. He holds it up thoughtfully. We have previously 
               seen this handbag hanging from the bedpost when Mrs. Thorwald 
               was in bed. Thorwald takes the bag into the living room, 
               where he picks up the phone and dials.

                                     JEFF
                         Long distance again.

               Thorwald reaches his party. As he talks, thoughtfully, he 
               takes some jewelry from the handbag -- a couple of rings, 
               diamond wristwatch, brooch, pearls, etc. He discusses each 
               piece, apparently trying to make some decision. Then, 
               seemingly satisfied, he replaces them in the bag and hangs 
               up.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff lowers his camera lens and edges his chair forward in 
               an effort to hear what Thorwald is saying. But a sudden rise 
               in the SOUND coming from the song-writer's apartment, causes 
               him to turn his head toward the studio with exasperation.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The first four of the song-writer's guests come through the 
               door, admitted by the song-writer's girl friend.

               There is a squeal from the woman who great each other, and 
               hearty "helloes" from the men. The song-writer dashes off a 
               LOUD VAMP of greeting on the piano, then gets up to offer 
               drinks.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff turns his attention back to Thorwald, but gives up any 
               attempt at listening. He lift the long-focus lens up to his 
               eyes again.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Having completed his call, Thorwald returns to the bedroom 
               carrying the handbag. He goes to a pile of coats lying on 
               the bed. He lifts the top two coats slightly, and slides the 
               handbag under them and out of sight.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               There is the SOUND of footsteps coming down the corridor to 
               Jeff's apartment. He lowers the camera lens, and turns his 
               attention to his door.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-LONG SHOT

               The door opens, and Lisa stands silhouetted in the entrance, 
               black-lighted by the corridor lights. It's an attractive 
               picture.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff's head is turned toward her, his back more toward the 
               neighborhood.

                                     JEFF
                         Quick. Take a look. Thorwald's getting 
                         ready to pull out for good!

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff abruptly turns back to the window, as Lisa dashes into 
               the picture behind him, and looks out. Jeff's expression 
               changes a little, as they see:

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The lights are out in Thorwald's bedroom, and Thorwald is in 
               the act of pouring himself out a drink in the living room. 
               He comes to the window, glass in hand, and looks down into 
               the garden, nonchalantly. Over this, we HEAR Lisa's voice, 
               questioningly:

                                     LISA
                         It doesn't seem to be in any hurry.

                                     JEFF
                              (Stares out the window, 
                              exasperated)
                         He was just laying all his things 
                         out on one of the beds! Coats, suits, 
                         shirts, sox, even his wife's --

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               He stops, turns to her quickly.

                                     JEFF
                         That alligator bag his wife had on 
                         the bedpost --

                                     LISA
                         What about it?

                                     JEFF
                         He had it hidden in the dresser! 
                         Well, at least it was in there. He 
                         took it out, went to the phone and 
                         called somebody long distance. -- 
                         His wife's jewelry was in the handbag. 
                         And something about it worried him. 
                         He was asking somebody advice over 
                         the phone.

                                     LISA
                         Someone not his wife?

                                     JEFF
                         I never saw him ask her for advise 
                         before.
                              (Smiles)
                         But she volunteered plenty.

               Jeff turns back to the window.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald is standing at the window with his drink in his 
               hand. Then he turns, puts his unfinished drink down on a 
               table, and goes to the door. He puts the light out in the 
               living room and goes out the door. He walks briskly down the 
               corridor.

                                     LISA
                         I wonder where he's going now?

                                     JEFF
                         I don't know.

                                     LISA
                         Suppose he doesn't come back again?

                                     JEFF
                         He will. All his things are still 
                         piled on the bed.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa moves toward a nearby lamp.

                                     LISA
                         Well, I guess it's safe to put on 
                         some lights now.

                                     JEFF
                              (Looking to left)
                         Not yet!

               He picks up the long-focus lens and trains it on the street 
               intersection, as Lisa moves back to him.

               EXT. NEIGHBORHOOD - CAMERA SHOT - NIGHT

               The street intersection. Some traffic, mostly pedestrian. 
               Miss Lonely Hearts still sitting at the cafe table, alone. 
               Drinking. There is no sign of Thorwald.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               He lowers the lens.

                                     JEFF
                         He must have gone somewhere to the 
                         right.

               The CAMERA PULLS BACK as Lisa starts around the apartment 
               turning on the lights. As she light increases, we see that 
               she is wearing another extravagantly beautiful dress. She 
               seems quite animated, moving gracefully, her skirt and hair 
               swinging with her movement. Jeff turns around to face the 
               room.

                                     LISA
                         All day long I've tried to keep my 
                         mind on work.

                                     JEFF
                         Thinking about Thorwald?

                                     LISA
                              (Nods yes)
                         And you, and you friend Doyle --
                              (Stops, to Jeff)
                         Did you hear from him again -- since 
                         he left?

                                     JEFF
                         Not a word. He was going to check on 
                         the railroad station, and the trunk. 
                         He must be still on it.

               As he talks, she seems to be thinking something over to 
               herself. He starts pacing, trying to distill her thoughts. 
               We see that she has brought an oversized handbag with her, 
               which lies prominently on the table.

               Jeff watches her.

                                     JEFF
                         Something on your mind, Lisa?

                                     LISA
                         It doesn't make sense to me.

                                     JEFF
                         What doesn't?

                                     LISA
                         Women aren't that unpredictable.

                                     JEFF
                              (Losing a little 
                              patience)
                         Lisa -- I can't guess what you're 
                         thinking.

               THE CAMERA CLOSES IN, Lisa stops, faces him. Her eyes sparkle, 
               and her body is tense with concentration.

                                     LISA
                         A woman has a favorite handbag -- it 
                         always hangs on her bedpost where 
                         she can get at it. Then she takes a 
                         trip and leaves it behind. Why?

                                     JEFF
                         Because she didn't know she was going 
                         on a trip -- and where she was going 
                         she wouldn't need a handbag.

               THE CAMERA eases back.

                                     LISA
                         But only her husband would know that.
                              (Starts to pace again)
                         And the jewelry! Women don't keep 
                         all their jewelry in a purse, all 
                         tangled, getting scratched and twisted 
                         up.

                                     JEFF
                         Do they hide it in their husband's 
                         clothes?

                                     LISA
                         They do not! And they don't leave it 
                         behind them. A woman going anywhere 
                         but the hospital would always take 
                         makeup, perfume and jewelry.

                                     JEFF
                         Inside stuff?

                                     LISA
                         Basic equipment. You don't leave it 
                         behind in your husband's drawer in 
                         your favorite handbag.

                                     JEFF
                         I'm with you, sweetie, but Detective 
                         Thomas J. Doyle has a pat answer for 
                         that.

                                     LISA
                         That Mrs. Thorwald left at six ayem 
                         yesterday with her husband?

                                     JEFF
                         That's what the witnesses told him.

                                     LISA
                         Well, I have a pat rebuttal for Mr. 
                         Doyle -- that couldn't be Mrs. 
                         Thorwald -- or I don't know women.

                                     JEFF
                         Still -- those witnesses.

                                     LISA
                         We'll agree they saw a woman -- but 
                         she wasn't Mrs. Thorwald. -- That 
                         is, yet.

               She comes over to Jeff. He reaches up, takes her hand.

                                     JEFF
                         Come here.

               He pulls her into his lap. She puts her arms around him. She 
               is very happy, and kisses Jeff's cheek.

                                     LISA
                         I'd like to see your friend's face 
                         when we tell him. He doesn't sound 
                         like much of a detective.

                                     JEFF
                         Don't be too hard on him. He's a 
                         steady worker. I wish he'd get there, 
                         though.

                                     LISA
                              (Nuzzling Jeff)
                         Don't rush me. We have all night.

               There's a pause. Then Jeff moves back a little to look her 
               straight in the eye.

                                     JEFF
                         We have all -- what?

                                     LISA
                         Night. I'm going to stay with you.

                                     JEFF
                         You'll have to clear that through my 
                         landlord --

               She cuts him off with a kiss. When she pulls back

                                     LISA
                         I have the whole weekend off.

                                     JEFF
                         Well that's fine, but I only have 
                         one bed, and --

               Lisa smothers him with another kiss. She lets up.

                                     LISA
                         Say anything else, and I'll stay 
                         tomorrow night too.

                                     JEFF
                         Lisa, I won't be able to give you 
                         any --

               She smothers him with still another kiss. Then moves back.

                                     JEFF
                         -- pajamas.

               She laughs, gets up. Goes to the large handbag on the table. 
               Is is a Mark Cross ladies 'attache' case.

                                     LISA
                         You said I'd have to live out of one 
                         suitcase
                              (Picks up case)
                         I'll bet yours isn't this small?

                                     JEFF
                         That's a suitcase?

                                     LISA
                              (Starting to open it)
                         A Mark Cross overnight case, anyway. 
                         Compact, but ample enough.

               She has opened it, and surprisingly enough, it is a compact 
               outfit of pajamas, slippers, toothbrush, toothpaste, and all 
               the general necessities for a comfortable overnight stay. 
               She comes to Jeff, sits in his lap again, displaying the 
               inside of the case

                                     LISA
                         I'll trade you -- my feminine 
                         intuition for a bed for the night.

                                     JEFF
                              (Gives in smiling)
                         I'd be no better than Thorwald, to 
                         refuse.

               The SOUND from the party in the song-writer's apartment 
               becomes more noticeable as his party grows. And at this point 
               he begins playing the song he has been composing for the 
               past few days.

                                     LISA
                         There's that song again.

               She gets up from Jeff's lap, and puts the overnight case on 
               the table. Open. She goes to the window, and looks toward 
               the song-writers' apartment. Jeff turns with her.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The party at the song-writer's has grow considerably larger. 
               An assortment of well-dressed people have now crowded into 
               the studio. They are drinking, eating, etc. At the moment, a 
               number of them are crowded around the piano, listening to 
               the composer's newest song -- which isn't quite completed. 
               However, the melody has become more beautiful than ever. 
               During the following scene, we HEAR the melody being played 
               a number of different ways on the piano.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa stands, listening, entranced.

                                     LISA
                         Where does a man get the inspiration 
                         for a song like that?

               Jeff watches her.

                                     JEFF
                         From his landlord -- once a month.

                                     LISA
                         It's utterly beautiful.
                              (Turns to Jeff)
                         I wish I could be creative.

                                     JEFF
                         You are. You have a talent for 
                         creating difficult situations.

                                     LISA
                              (Happily)
                         I do?

                                     JEFF
                         Staying the night here, uninvited.

               She sits down on the edge of the divan near Jeff. She leans 
               toward him.

                                     LISA
                         Surprise -- is the most important 
                         element of attack.
                              (She smiles)
                         And beside, you're not up on your 
                         private eye literature. When they're 
                         in trouble, it's always their Girl 
                         Friday who gets them out of it.

                                     JEFF
                         The same girl who keeps him out of 
                         the clutches of seductive show girls, 
                         and over-passionate daughters of the 
                         rich.

                                     LISA
                         The same.

                                     JEFF
                         But he never ends up marrying her. 
                         Strange.

                                     LISA
                              (Stands up; deadpan)
                         Weird.
                              (She does a complete 
                              spin, then, 
                              ingenuously)
                         Why don't I slip into something 
                         comfortable?

                                     JEFF
                         You mean -- like the kitchen? And 
                         make us some coffee?

                                     LISA
                         Exactly what I had in mind -- along 
                         with some brandy.

               She goes to the kitchen, humming with the song-writer's melody 
               which we can HER off. Jeff turns back to the window, looks 
               out.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The shade is going up in the newlyweds apartment. The young 
               husband throws up the window an lights a cigarette. He takes 
               a deep and satisfying drag on the cigarette, glancing toward 
               the song-writer's party.

               Just as he starts to exhale the smoke, we HEAR his young 
               wife's voice off:

                                     GIRL'S VOICE
                         H-a-a-r-r-e-e-!

               He chokes on the smoke, sputtering and coughing. When he 
               recovers, he throws the cigarette down to the back-yard with 
               a show of irritation. Then slowly he pulls the shade down. 
               Behind us is SOUND of a door shutting

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Over Jeff's shoulder we see Doyle coming down the steps 
               slowly, and seemingly preoccupied. Jeff swings the chair 
               around so that his back is to us.

               SEMI-CLOSEUP

               Without looking at Jeff, Doyle comes into the apartment takes 
               off his hat and places it on the table. He runs a hand over 
               the side of his head and down the back of his neck, which 
               seems to indicate some fatigue.

               SEMI-CLOSEUP

               Jeff. Looking expectantly at Doyle.

               SEMI CLOSEUP

               Doyle reaches for a cigarette on the table, and puts it to 
               his lips. While searching his pockets for a match, he HEARS 
               Lisa humming. His eyes turn upward.

               MEDIUM SHOT

               Over the cabinet which divides the living room from the 
               kitchen, we can see a glimpse of Lisa's shadow on the ceiling.

               SEMI-CLOSEUP

               Jeff, has followed Doyle's look.

               SEMI CLOSEUP

               Doyle picks up cigarette lighter from table, and lights his 
               cigarette. As he is placing the lighter back on the table, 
               he sees:

               CLOSEUP

               From his viewpoint, Lisa's bag containing her lingerie and 
               overnight effects.

               CLOSEUP

               Jeff. His eyes turn from the lingerie up to Doyle.

               CLOSEUP

               Doyle's look is completely noncommittal. His eyes turn at 
               the sound of the song-writer's party. He moves forward to 
               get a better view, as the CAMERA RETREATS in front of him. 
               He stops to glance out of the window.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The party is now full progress. The room is overcrowded. And 
               some people are now sitting on the floor with their backs to 
               the window. Others are outside. A crowd hides the piano 
               player, but music can be head competing with the babble.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Doyle turns his head away, and looks straight out. His 
               expression hardens a little, as he sees:

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               The window of Thorwald's apartment, completely dark.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               He also is looking toward Thorwald's apartment. He turns his 
               eyes anxiously back to Doyle. He seems to be trying to 
               penetrate Doyle's mind.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Doyle turns his head from the window, and looks down at Jeff. 
               He asks, quietly:

                                     DOYLE
                         What else do you have on this man 
                         Thorwald?

               Jeff's tension eases off a little, by he is eager to talk.

                                     JEFF
                         Enough to scare me that you wouldn't 
                         get here in time, and we'd lose him.

                                     DOYLE
                              (Soberly)
                         You think he's getting out of here?

                                     JEFF
                         Everything he owns is laid out on 
                         the bedroom, ready for packing.

               Doyle looks back toward Thorwald's bedroom. We see the dark 
               apartment beyond him. Doyle nods thoughtfully. He turns his 
               head suddenly at the sound of Lisa coming out of the kitchen. 
               She holds two large brandy snifters containing some brandy. 
               They are cupped in her hand, the stem between her fingers. 
               She is rotating them gently toward the body to warm the 
               brandy. She is quite beautiful.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Doyle reacts to her appreciatively.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               She continues rotating the brandy.

                                     LISA
                         I'm just warming some brandy.

               She comes forward hands one snifter to Jeff. She offers the 
               second to Doyle. (NOTE: In the following set of scenes, 
               whenever anyone holds a brandy snifter, it is being rotated- 
               regardless of their attitudes.)

                                     LISA
                         Mr. Doyle? -- I presume.

               Doyle sort of smiles, and takes the snifter awkwardly.

                                     JEFF
                         Tom, this is Miss Lisa Fremont.

               Doyle bows his head slightly, but his eyes remain on her in 
               a fixed stare.

                                     DOYLE
                         How do you do?

               Lisa smiles in return.

                                     LISA
                         We think Thorwald's guilty.

               She turns around, and goes right back into the kitchen.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle stares after her, ignoring her remark, still not 
               recovered from the fist sight of her attractiveness.

               Then quickly, his eyes move down and to the left.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               The open overnight case with its displayed lingerie.

               INT. JEFF'S APARTMENT - NIGHT SEMI-CLOSEUP

               Slowly Doyle's eyes travel back to Jeff.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Quickly guessing what's on Doyle's mind

                                     JEFF
                              (Cautiously)
                         Careful, Tom.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle's eyes travel past Jeff to look out the window.

               He still holds the brandy snifter in one hand, and a cigarette 
               in the other. Absentmindedly he still rotates the brandy. 
               The SOUND of the phone ringing is heard.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff picks up the phone.

                                     JEFF
                         Hallo?

               He listens, and then looks up to Doyle.

                                     JEFF
                         Just a minute, please.

               Doyle crosses and stands behind Jeff, as Jeff hands him the 
               Phone. He juggles the cigarette, the brandy snifter and the 
               phone all at once. This is all done deadpan.

                                     DOYLE
                         Doyle speaking.
                              (He listens)
                         Uh-huh. -- Yeah. Mummmm -- Mmm. Hmm -- 
                         Okay. Thank you, and goodbye.

               He hands the receiver back to Jeff, who hangs up. Lisa comes 
               back in with her own brandy snifter, rotating it.

                                     LISA
                         The coffee will be ready soon.
                              (Urgent)
                         Jeff, aren't you going to tell him 
                         about the jewelry?

               Doyle looks suddenly interested. He asks tersely:

                                     DOYLE
                         Jewelry?

                                     JEFF
                         He has his wife's jewelry hidden in 
                         among his clothes over there.

                                     DOYLE
                         You sure it belongs to his wife?

               He turns his head to Lisa, who answers.

                                     LISA
                         It was in her favorite handbag -- 
                         And, Mr. Doyle, that can lead to 
                         only one conclusion.

                                     DOYLE
                         Namely?

               His head snaps back to Jeff, who answers:

                                     JEFF
                         That wasn't Mrs. Thorwald who left 
                         with him yesterday morning?

                                     DOYLE
                         You figured that out, huh?

               His head moves back to Lisa as she answers with a touch of 
               pride in her voice.

                                     LISA
                         It's just that women don't leave 
                         jewelry behind when they go on a 
                         trip.

               Before Doyle can comment, Jeff asks impatiently:

                                     JEFF
                         Come on, Tom -- you don't really 
                         need any of this information, do 
                         you?

               Doyle smiles at Jeff, and then strolls over to the table 
               where he puts out his cigarette and puts down the brandy 
               snifter.

                                     DOYLE
                         As a matter of fact, I don't.

               Doyle goes to the window and looks out, as they watch him, 
               expectantly. He speaks without looking at them.

               His voice is flat and to the point.

                                     DOYLE
                         Lars Thorwald is no more a murderer 
                         than I am.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff and Lisa stare at him in astonishment. Then Jeff 
               recovers, and answers with some anger:

                                     JEFF
                         You mean you can explain everything 
                         that went on over there -- and is 
                         still going on?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               He spins around, and his face has lost all its friendliness.

                                     DOYLE
                         No!

               He starts to place the room.

                                     DOYLE
                         And neither can you.
                              (Points out window)
                         That's a secret and private world 
                         you're looking into out there. People 
                         do a lot at things in private that 
                         they couldn't explain in public.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa and Jeff. She replies with some sarcasm.

                                     LISA
                         Like disposing of their wives?

                                     DOYLE
                              (Off)
                         Get that idea out of your mind. It 
                         will only lead you in the wrong 
                         direction.

                                     JEFF
                         But Tom -- the saw, the knives --

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle breaks in, takes a step forward.

                                     DOYLE
                         Did you ever own a saw?

                                     JEFF
                              (Off)
                         Well, in the garage, back home, we --

                                     DOYLE
                              (Interrupts)
                         And how many people did you cut up 
                         with the couple of with it? Or hundred 
                         knives you've probably owned in your 
                         lifetime?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff, reasoning:

                                     JEFF
                         But I'm not a killer!

                                     DOYLE
                              (Off)
                         Your logic is backward.

               Lisa cuts in spiritedly.

                                     LISA
                         You can't ignore the wife 
                         disappearing! And the trunk -- and 
                         the jewelry -- !

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle starts to pace up and down, throwing out a hand in 
               careful explanation.

                                     DOYLE
                         I checked the railroad station. He 
                         bought a ticket. He put her on the 
                         train ten minutes later. Destination: 
                         Merritsville. Witnesses. This deep.
                              (He holds his hand a 
                              few feet off the 
                              floor)

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff and Lisa.

                                     LISA
                         It might have been a woman -- but it 
                         couldn't have been Mrs. Thorwald. 
                         That jewelry --

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle comes up to the CAMERA, looking at Lisa.

                                     DOYLE
                         Look, Miss Fremont. That feminine 
                         intuition sells magazines -- but in 
                         real life, it's still a fairy tale. 
                         I don't know how many wasted years 
                         I've spent running down leads based 
                         on women's intuitions.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff is resentful of Doyle's comments to Lisa.

                                     JEFF
                         I take it you didn't find the trunk -- 
                         And this is just an old speech you 
                         once gave at the Policeman's Ball.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle has turned away into the center of the room. He swings 
               around.

                                     DOYLE
                         I found the trunk -- a half hour 
                         after I left here.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa speaks again with continuing sarcasm:

                                     LISA
                         Of course, it's normal for a man to 
                         tie his trunk up with a heavy rope.

                                     DOYLE
                              (Off)
                         When the lock is broken -- yes.

                                     JEFF
                         What was in the trunk? A surly note 
                         to me?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle comes toward the CAMERA again.

                                     DOYLE
                              (Carefully)
                         Mrs. -- Thorwald's -- clothes. --
                         Clean -- carefully packed -- not too 
                         stylish -- but presentable.

                                     LISA
                              (Off)
                         Didn't you take it to the crime lab?

               Doyle gives her a scathing look.

                                     DOYLE
                         I sent it on its merry and legal 
                         way.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff challenges Doyle:

                                     JEFF
                         Why -- when a woman only goes on a 
                         simple trip, does she take everything 
                         she owns?

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Doyle, with a studied, gracious gesture, to Lisa.

                                     DOYLE
                         Let the female psychology department 
                         handle that one.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa answers, but very coldly:

                                     LISA
                         I would say that is looked as if she 
                         wasn't coming back.

                                     DOYLE
                              (Off)
                         That's what they call a family 
                         problem.

                                     JEFF
                              (Persisting)
                         If his wife wasn't coming back -- 
                         why didn't he tell his landlord? -- 
                         I'll answer it for you -- because he 
                         had something to hide.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Doyle hesitates a moment, and lets his eyes wander, to:

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               The overnight case, with Lisa's lingerie.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               His eyes going back to Jeff.

                                     DOYLE
                              (Blandly)
                         Do -- uh -- you tell your landlord 
                         everything?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff replies, pointedly:

                                     JEFF
                         I told you to be careful.

               Lisa looks down at Jeff, not comprehending.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle points to one of the photographs on the wall.

                                     DOYLE
                         If I'd been careful piloting that 
                         reconnaissance plane, you wouldn't 
                         have taken the kind of pictures that 
                         got you a medal, a big job, fame, 
                         money --

                                     JEFF
                              (Expressionless)
                         All the things I hate.

               Doyle has a complete change of manner. He relaxes and smiles.

                                     DOYLE
                         Now -- what do you say we sit down 
                         to a quiet, friendly drink or two -- 
                         forget all about this, and tell lies 
                         about the old days in the war? Hmmm? 
                         He looks from one to the other.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Neither Jeff or Lisa display even the slightest friendliness. 
               Their faces are cold and set. Then Lisa speaks, icily:

                                     LISA
                         You're through with the case?

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle is relaxed.

                                     DOYLE
                         There isn't any "case" to be through 
                         with, Miss Fremont. Now let's get 
                         down to that friendly drink.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff and Lisa remain unmoved.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               A little self-conscious, Doyle checks his watch, and says 
               with a pleasant laugh:

                                     DOYLE
                         Maybe you're right. I guess I'd better 
                         get home and get some sleep.

               He waits. No response comes across. His face sobers a little, 
               he reaches for his unfinished drink of brandy.

               He tries to toss it off like a straight shot of liquor.

               Part of it shoots out of the brandy snifter, down each side 
               of his face, and into his suit. He sputters a little, and 
               puts the glass down.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff and Lisa deadpan.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Doyle is wiping his coat lapels with a handkerchief. He looks 
               at them pleasantly.

                                     DOYLE
                         I'm not much of a snifter.

               He starts away toward the door.

                                     DOYLE
                         If you need any more help, Jeff -- 
                         consult the yellow pages of your 
                         telephone directory.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa, still burning:

                                     LISA
                         I hate funny exit lines.

                                     JEFF
                         Who was the trunk addressed to?

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Doyle picks up his hat.

                                     DOYLE
                         Mrs. Anna Thorwald.

               He starts up the steps to the door.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff points out a challenging finger.

                                     JEFF
                         Let's wait and see who picks it up.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-LONG SHOT

               Doyle poises on the step. He snaps his fingers.

                                     DOYLE
                         Oh -- that phone call!
                              (To Jeff)
                         I gave them your number -- hope you 
                         don't mind.

                                     JEFF
                              (Off)
                         That depends on who "they" were.

                                     DOYLE
                              (Pleasantly)
                         The police Department at Merritsville. 
                         They called to report. The trunk was 
                         just picked up -- by Mrs. Anna 
                         Thorwald.

               He puts on his hat, smiles, and says.

                                     DOYLE
                         Don't stay up too late.

               He quietly closes the door behind him.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa and Jeff. Jeff turns his chair around, and looks out to 
               the neighborhood. Lisa stands glumly behind him.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The song-writer's party is now in full swing, and fairly 
               crowded. It is a happy, gay affair.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               None of the gaiety is reflected in Lisa and Jeff. Some new 
               music is heard coming across the courtyard and Jeff turns 
               toward it with some irritation.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Miss Torso's apartment has the door closed, and all that we 
               can see of her, as she is lying on the divan, is her legs 
               swinging in arcs as she exercise to record music.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Lisa is not looking in the same direction as Jeff. All during 
               this, she has been staring out at Thorwald's apartment. Now 
               her eyes are looking at the apartment underneath. She murmurs 
               to Jeff:

                                     LISA
                         Look.

               Jeff turns his eyes in the same direction as hers.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               A light has gone on in Miss Lonely Hearts' apartment.

               They look. Surprise of surprises, she has returned with a 
               lover hooked. He is much younger then she, and a little more 
               keyed up to the promise of an adventure still fresh to him. 
               Her actions are coy, and over-feminine.

               She slips away from his hasty embraces and exploratory kisses 
               with the proper flush of confusion and nervous giggle that 
               seems to say, "It's quite a surprise you find me so desirable, 
               but me mustn't do anything improper, you know. After all, 
               we're practically strangers -- and what would you think of 
               me?"

               She pours a drink for each of them with gestures over-genteel.

               As she sips her drink and look at him over the rim of the 
               glass, he tosses his off with nervous dispatch.

               He moves toward her, this time more cautiously. An embrace, 
               a long kiss. She puts her drink down on the edge of the chair. 
               It spills over onto the rug. He begins kissing her cheek, 
               her ear, her neck.

               Suddenly and fiercely she pushes him away. Slaps him across 
               the face. He moves back with shock as she loudly and 
               emphatically orders him out, out, out. He flushes with anger 
               and embarrassment, and his mouth twists into unpleasant shapes 
               as he slaps degrading words back at her, telling her what 
               she is. She screams at him to get out. He leaves, slamming 
               the door behind him.

               She goes back dumbly to the spilled liquor, makes a futile 
               effort to clean it up, and the collapses onto the rug sobbing 
               hard enough to shake her whole body.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa turns away from Jeff's chair to get a cigarette from 
               the table. She lights it, as Jeff turns his chair back to 
               the room.

                                     JEFF
                         As much as I hate to give Thomas J. 
                         Doyle too much credit, he might have 
                         gotten a hold of something when he 
                         said this was pretty private stuff 
                         going on out there.

               He indicates the outside neighborhood with a movement of his 
               head. She doesn't answer, but studies the photographs on the 
               wall of his room.

                                     JEFF
                         Do you suppose it's ethical to watch 
                         a man with binoculars, and a long-
                         focus lens -- until you can see the 
                         freckles on the back of his neck, 
                         and almost read his mail -- do you 
                         suppose it's ethical even if you 
                         prove he didn't commit a crime?

                                     LISA
                         I'm not much on rear window ethics.

                                     JEFF
                         Of course, they have the same chance. 
                         They can look at me like a bug under 
                         glass, if they want to.

                                     LISA
                              (Turns to him)
                         Jeff -- if anybody walked in here, I 
                         don't think they'd believe what they 
                         see.

                                     JEFF
                         Huh?

                                     LISA
                         You and me with long faces -- plunged 
                         into despair -- because we find out 
                         that a man didn't kill his wife. 
                         We're two of the most frightening 
                         ghouls I've ever known.

               Jeff starts to smile at the realization.

                                     LISA
                         You'd think we could be a little bit 
                         happy that the poor woman is alive 
                         and well.

               Jeff smile is broad, and he starts to chuckle. She relaxes 
               and joins him. She sits on his lap, her arms around his 
               shoulders.

                                     LISA
                         Whatever happened to that old saying 
                         "Love Thy Neighbor."

                                     JEFF
                         I think I'll start reviving it 
                         tomorrow, with say -- Miss Torso for 
                         a start?

               She gets up, goes to the blinds, and proceeds to lower them 
               one by on.

                                     LISA
                              (As she get up)
                         Not if I have to move into an 
                         apartment across the courtyard and 
                         do the dance of the seven veils once 
                         an hour.
                              (As she lowers the 
                              blinds)
                         Show's over for tonight.

               He smiles. She goes to the table, picks up he overnight case.

                                     LISA
                         Preview -- of the coming attractions.

               She goes to the kitchen entrance, pauses.

                                     LISA
                         Did Mr. Doyle think I stole this 
                         case.

                                     JEFF
                              (Mock seriousness)
                         No, Lisa -- I don't think he did.

               She shrugs, goes into the kitchen, the CAMERA PANNING her.

                                                           LAP DISSOLVE TO:

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff is sitting on the wheelchair near the bar, a drink in 
               his hand. He starts to take a sip from the glass, when Lisa 
               comes out of the kitchen. She is an ethereal beauty, in sheer 
               peach nightgown, covered by a gossamer matching kimono. She 
               turns gracefully in front of Jeff.

               He lowers his drink.

                                     LISA
                              (Softly)
                         What do you think?

               Jeff puts his drink on the bar. He tries to decide how to 
               answer her question. He can't.

                                     LISA
                         I'll rephrase the question.

                                     JEFF
                         Thank you.

               Lisa holds out the folds of her kimono.

                                     LISA
                         Do you like it?

                                     JEFF
                              (Studying it)
                         Well, -- if there was one less thread 
                         this way --
                              (motions horizontally)
                         -- and two less that way --
                              (Motions vertically)
                         -- I might give up bachelorhood.

               Lisa turns playfully toward the kitchen.

                                     LISA
                         I'll be right back.

               Blood-curdling scream from the courtyard outside suddenly 
               cuts through the night.

               Startled, both Jeff and Lisa move quickly for the window -- 
               Lisa lifting the blinds up. The long scream subsides into 
               near-hysterical sobbing.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               We get a high comprehensive view of all the apartments.

               Light are going on in some windows, shades are lifted on 
               others, people are beginning to lean out looking for the 
               source of the cream and sobbing. The song-writer's party 
               comes to a sudden halt, as his guest crowd to the window.

               SEMI-LONG SHOT

               Lisa and Jeff at the window, looking out, startled.

               SEMI-LONG SHOT

               The landlord, beneath the newlyweds, looks out. Tilting his 
               head up toward the center of the yard.

               SEMI-LONG SHOT

               A couple comes out on the high balcony to the right.

               Look down.

               MEDIUM SHOT

               The newlywed's blinds come up, and for the first time we see 
               both of them at the window, the girl looking over the boy's 
               shoulder.

               SEMI-LONG SHOT

               Some members of the song-writer's party move out to the patio-
               balcony, to get a better look down in the yard.

               SEMI-LONG SHOT

               The bird woman comes to the window. Her white face looks 
               forward toward the center of the courtyard.

               SEMI-LONG SHOT

               Miss Torso, pulling a around her, comes out onto her porch, 
               and looks to her left.

               SEMI-LONG SHOT

               Miss Hearing aid comes quickly into her backyard.

               SEMI-LONG SHOT

               The couple who own the dog are standing on their fire escape. 
               They are both looking down, but while the husband is quiet, 
               the wife is holding her hands to the side of her head, sobbing 
               loudly. We have heard her sobbing since the moment of the 
               scream which she uttered.

               SEMI-LONG SHOT

               Lying near the sidewalk in the backyard below the couple's 
               fire escape, is the silent body of the little dog they own. 
               Miss Lonely Hearts comes running out of the basement door. 
               She goes directly to the dog, picks it up in her arms. Then 
               she slowly turns and looks up at the sobbing woman above 
               her.

                                     LONELY HEARTS
                              (Her voice clear)
                         It's dead! It's been strangled and 
                         the neck is broken!

               SEMI-LONG SHOT

               Instead of increasing her sobbing, this news quiets, 
               momentarily, the woman who owned the dog. Her hands go down 
               to the railing of the fire escape, gripping it fiercely. She 
               lifts her face to the neighborhood, her lips set and her 
               eyes burning. Her chest moves convulsively from the crying.

                                     SIFFLEUSE
                         Which one of you did it?
                              (Loud)
                         Which one of you killed my dog?
                              (No one answers; her 
                              voice is acid)
                         You don't know the meaning of the 
                         word "neighbor". Neighbors like each 
                         other -- speak to each other -- care 
                         if anybody lives or dies. But none 
                         of you do! You don't talk, you don't 
                         help, you -- you don't ---
                              (Fighting tears)
                         Even see. But I couldn't imagine any 
                         Even of you being so low that you'd 
                         kill a little helpless, friendly 
                         dog! The only thing in this whole 
                         neighborhood who liked anybody!

               SEMI-LONG SHOT

               The guests at the song-writer's party begin to move silently 
               back to the studio apartment.

               SEMI-LONG SHOT

               The people move off their balcony into the apartment.

               SEMI-LONG SHOT

               The woman almost screams at the people now, as she looks up 
               at the apartment.

                                     SIFFLEUSE
                         Did you kill him because he liked 
                         you? Just because he liked you?

               She breaks out sobbing anew, and returns to her apartment 
               and out of sight, the crying growing fainter with her retreat. 
               The husband leans over the fire-escape, and motions Miss 
               Lonely Hearts to place the dog in the basket, which is already 
               lowered.

               SEMI-LONG SHOT

               Miss Lonely Hearts puts the dog in the basket, and watches 
               as the husband draws it slowly up.

               SEMI-LONG SHOT

               The bathing beauties go inside their apartment.

               MEDIUM SHOT

               The newlyweds draw their shades again.

               MEDIUM SHOT

               The landlord moves away from the window.

               SEMI-LONG SHOT

               The dog moves closer to the fire escape, slowly, the husband 
               pulling the rope in hand over hand.

               SEMI-LONG SHOT

               Miss Torso goes back to her apartment.

               SEMI-LONG SHOT

               Miss Hearing Aid turns down the volume of her hearing aid 
               and goes back to her apartment.

               SEMI-LONG SHOT

               The dog reaches the fire escape, and the husband tenderly 
               takes it out of the basket. He turns to carry it's into the 
               apartment.

               INT. JEFF'S APARTMENT - NIGHT MEDIUM SHOT

               Jeff and Lisa are at the window. He is holding on of hands. 
               Jeff speaks without looking up.

                                     JEFF
                         For a minute, Doyle almost had me 
                         convinced I was wrong.

                                     LISA
                         But you're not?

                                     JEFF
                         In the whole courtyard, only one 
                         person didn't come to the window.
                              (He points)

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald's apartment. It is dark. The only light that can be 
               seen in it is the glowing end of a cigar in the center of 
               the room, back from the window -- as if Thorwald was sitting 
               quietly on his sofa, smoking.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Lisa looks down at Jeff.

                                     LISA
                         Why would Thorwald want to kill a 
                         dog?
                              (Almost a laugh)
                         Because it knew too much?

               He nods solemnly and then turns back to the window, as both 
               he and Lisa look again towards

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald's apartment. Still dark, and only the unmoving glow 
               of a cigar showing in the center of the apartment.

               INT. JEFF'S APARTMENT - DUSK - MEDIUM SHOT

               Jeff, Stella and Lisa are grouped at the window, looking 
               out. THE CAMERA is behind them. Jeff holds the long-focus 
               lens to his eye.

               EXT. JEFF'S APARTMENT - DUSK - CAMERA SHOT

               We wee the upper part of the bedroom window, belonging to 
               Thorwald.

               The lower part of the window is covered by a wall. In the 
               bathroom, Thorwald is wiping the enameled wall with a damp 
               cloth. He rubs at particular spots now and then.

               Over this we hear:

                                     JEFF
                         Do you think this was worth waiting 
                         all day to see?

                                     LISA
                         Is he cleaning house?

                                     JEFF
                         He's washing down the bathroom walls.

                                     STELLA
                         Must have splattered a lot.

               INT. JEFF'S APARTMENT - DUSK - MEDIUM SHOT

               We now see their faces. Jeff lowers the camera with a long-
               focus lens. Neither he nor Lisa make any comment.

               Finally Stella blurts out:

                                     STELLA
                         Well, why not? That's what we're all 
                         thinking. He killed her in there, 
                         and he has to wipe up the stains 
                         before he leaves.

               Lisa turns away from the window.

                                     LISA
                         Stella, your choice of words --

               Stella also turns, interrupting her

                                     STELLA
                         Nobody's invented polite words yet 
                         for killing.

               INT. JEFF'S APARTMENT - DUSK - CLOSEUP

               Jeff, who is still staring out the window, has a look of 
               sudden discovery on his face. He calls quickly:

                                     JEFF
                         Lisa -- Lisa -- on the shelf over 
                         there -- get me the small yellow box --

               He turns halfway around, and points. We see Lisa moving behind 
               him toward the shelf. He adds:

                                     JEFF
                         And that little viewer.

               He turns back to the window, holding out his right hand to 
               the side, waiting for the box and viewer. The CAMERA PULLS 
               BACK a little as Lisa comes up, and places the box and viewer 
               in his hand. He opens the box, which contains color slides, 
               and holds one or two of the slides up to the light. Lisa 
               looks down at him curiously and Stella comes forward from 
               the background.

                                     JEFF
                              (Half to himself as 
                              he searches slides)
                         These aren't more than two weeks old -- 
                         I hope I didn't take all leg art.
                              (Discovers the right 
                              slide)
                         I think this is the one.

               Puts the other slides to one side and puts the selected one 
               onto the viewer, with sounds of satisfaction. As he lifts 
               the viewer to his eyes Lisa asks impatiently:

                                     LISA
                         Jeff -- what are you looking for?

               He squints out through the viewer, then looks away a moment 
               without it.

                                     JEFF
                         Something -- that if I'm right -- 
                         might solve a murder.

               He looks back through the viewer.

                                     STELLA
                         Mrs. Thorwald?

                                     JEFF
                         Uh-uh. The dog. I think I know now 
                         why Thorwald killed it.

               He takes the viewer from his eye, hands it to Lisa.

                                     JEFF
                         You take a look and tell me what you 
                         see.

               INT. JEFF'S APARTMENT - DUSK - CLOSEUP

               Lisa raises the viewer to her eye.

               EXT. NEIGHBORHOOD - DUSK - CLOSEUP

               Through the viewer we see the identical view out of the 
               window.

                                     JEFF
                              (Over)
                         Now take it away.

               The viewer moves away, and we are left with the identical 
               scene, but not quite so still, a slight breeze stirring the 
               foliage.

               INT. JEFF'S APARTMENT - DUSK - MEDIUM SHOT

               Jeff looks up to a puzzled Lisa.

                                     JEFF
                         Well?

                                     LISA
                         It's just a picture of the backyard, 
                         that's all.

                                     JEFF
                         I know. But there's one important 
                         change. The flowers in Thorwald's 
                         pet flower bed.

                                     STELLA
                         You mean the one the dog was sniffing 
                         around?

                                     JEFF
                              (To Stella)
                         And digging in.
                              (Points out window)
                         Look at that flower bed.

               They all lean forward to look.

               EXT. NEIGHBORHOOD - DUSK - MEDIUM SHOT

               The flower bed. The flowers have a slight dip in the center. 
               Jeff speaks off:

                                     JEFF
                         There's a dip at this end. And since 
                         when do flowers grow shorter in two 
                         weeks?

                                     STELLA
                         There's something buried there.

               INT. JEFF'S APARTMENT - DUSK - MEDIUM SHOT

               All three ease back in awe. Lisa, still looking out, says:

                                     LISA
                              (Breathing it)
                         Mrs. Thorwald!

               Suddenly Stella begins to chuckle. They look around at her. 
               Her face sobers as she answers their unasked question:

                                     STELLA
                         You haven't spent much time in 
                         cemeteries, have you?
                              (they don't answer)
                         Mr. Thorwald could hardly put his 
                         wife into a plot of ground scarcely 
                         one foot square.

               Jeff and Lisa slowly turn their heads to look out at the 
               garden.

               EXT. NEIGHBORHOOD - DUSK - SEMI-LONG SHOT

               The garden again with its small indentation of flowers over 
               this we hear the ghoulish voice of Stella:

                                     STELLA
                         Unless, he puts in standing on end -- 
                         which would be very original and not 
                         require the use of either a knife or 
                         a saw. My guess is she's scattered 
                         all over town. A leg in the East 
                         River -- an arm --

                                     LISA
                              (Cuts in)
                         Stella, please.

               INT. JEFF'S APARTMENT - DUSK - MEDIUM SHOT

               Jeff looks at Stella.

                                     JEFF
                         Something's in there. Those flowers 
                         have been taken up, and put back 
                         again.

                                     LISA
                              (Has a hard time saying 
                              it)
                         It could be -- the knife, and the 
                         saw.

                                     STELLA
                              (Quickly)
                         Call Lieutenant Doyle!

                                     LISA
                         No -- let's wait. Let's wait until 
                         it gets dark. I'll go over and dig 
                         it up!

               Halfway through Lisa's speech, Jeff begins speaking.

                                     JEFF
                              (To Stella)
                         I'm not going to call Doyle until I 
                         show him the body of Mrs. Thorwald --
                              (To Lisa)
                         And you're not going to dig up 
                         anything, an get your neck broken 
                         too.

               THE CAMERA EASES BACK to allow Lisa to sit on the divan, and 
               Jeff turn his chair toward her. Stella still look out the 
               window, thinking.

                                     JEFF
                         What we've got to do is find some 
                         way to get in there, and --

               Stella's quiet voice brings him to a halt.

                                     STELLA
                         He's starting to pack.

               Jeff whips back to the window; Lisa turns to look.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald, in the bedroom, methodically folding a suit into a 
               suitcase. Another suitcase, unopened, is visible.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff is staring out, gripping his chair tightly. There is a 
               touch of desperation on his face. He looks down at the 
               flowers, briefly, then swings around abruptly. He wheels 
               away from the camera to the wall cabinet. We see him take a 
               piece of notepaper, a pencil and an envelope.

               He puts a name on the envelope, and then proceeds to write 
               something on the sheet of paper. Stella and Lisa edge up 
               behind him, and look down at what he is writing.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               THE CAMERA RUSHES DOWN over Jeff's shoulder, just in time to 
               catch the last word as he finishes writing the message. The 
               envelope is addressed to "LARS THORWALD."

               The massage reads, simply, "WHAT HAVE YOU DONE WITH HER?"

                                                                  FADE OUT:

               FADE IN:

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff at the window, looking through the long-focus lens.

               We get a glimpse of Stella behind him. He is watching:

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               The alleyway and street. Just regular traffic.

               Suddenly Lisa comes into the picture from the left. She is 
               carrying a white envelope. She stops, waves her hands at 
               Jeff, smiles, and then hurries on. The lens slowly pans to 
               the right and stops on Miss Torso's apartment. She is standing 
               on a small stepladder, nailing curtains above her window. 
               Her legs are bare, though she wears high-heel shoes. We do 
               not see more than half-way up her thighs. The lens takes 
               this in for the briefest split-second of hesitancy then moves 
               on to await the arrival of Lisa along Thorwald's corridor.

               She does not appear yet. The lens moves back to get another 
               glimpse of Miss Torso, who is now descending the ladder. She 
               is wearing a leotard. Over this, we hear Stella's voice:

                                     STELLA
                         What are you going back for?

               The lens quickly swings back to Thorwald's corridor.

               Lisa is seen turning the corner, and approaching Thorwald's 
               door on tiptoe.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff lowers the long-focus lens to get a more comprehensive 
               view of Thorwald's apartment and corridor outside.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa approaches the door of Thorwald's apartment. The salesman 
               comes into the living room. He finds a package of cigarettes, 
               extracts one, and lights it. Lisa kneels down, and carefully 
               slides the letter under the door.

               At this moment, Thorwald extinguishes the match, tosses it 
               into an ashtray, and turns toward the door. He freezes as he 
               sees the letter on the floor. This momentary hesitation allows 
               Lisa to straighten up, turn, and walk carefully but swiftly, 
               away. Thorwald moves rapidly toward the door. He bends down, 
               scoops up the letter, and examines it briefly. Lisa is just 
               turning out of sight at the end of the corridor, as Thorwald 
               throws open the door. He looks and sees no one. He takes a 
               few questioning steps down the corridor, then stops to examine 
               the letter again. Slowly he turns and makes his way back to 
               the apartment, tearing open the envelope.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff lifts the long-focus lens to his eyes again. His 
               expression is tense.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Thorwald stops in front of his door to read the note.

               There is some curiosity on his face. As he reads, all movement 
               and emotion drain from his body. He stands there, frozen. 
               Jeff's voice is heard over:

                                     JEFF
                         You did it, Thorwald! You did it!

               Suddenly Thorwald turns and dashes down the corridor.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff whips the long-focus lens from his eye.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               As Thorwald dashes down the corridor, we hear Jeff's voice. 
               He cries out instinctively, but almost to himself:

                                     JEFF
                         Lisa! Look out! He's coming!

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Both Stella and Jeff frantic.

                                     STELLA
                              (Accusingly)
                         You shouldn't have let her do that! 
                         If he ever --

                                     JEFF
                              (Interrupting)
                         Look!

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa suddenly appears at the ground floor door below 
               Thorwald's. She hides, pressing back against the wall tensely. 
               In the corridor above, Thorwald returns, frustrated. He comes 
               out onto the fire escape directly above Lisa. She is aware 
               of him, and immediately retreats into the doorway. She 
               disappears down the lower corridor, as Thorwald searches his 
               fire escape.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               There is a sigh of relief from both of them.

                                     STELLA
                         Thank heaven that's over!

                                     JEFF
                         I have a feeling we've just begun.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald is now passing through the living room into the 
               bedroom. He picks up a shirt and puts it on. He then returns 
               to packing his suitcases, moving unhurriedly.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff rubs his chin thoughtfully. Stella is scanning the 
               neighborhood. We hear a radio, or a television show, off; 
               and there is distant, rhythmic music coming from the cafe on 
               Thorwald's street.

                                     JEFF
                         No doubt of it. He's leaving. The 
                         question is -- when?

               Stella's brow knits a little as she sees something. She 
               reaches for the long focus lens.

                                     STELLA
                         Mind if I use the portable keyhole?

               Jeff hands it to her.

                                     JEFF
                         Not as long as you tell me what you're 
                         looking at.

               She lifts it to her eye.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Miss Lonely Hearts' apartment. She has opened a small brown 
               bottle, and taken out four red capsules which she places on 
               the white table cloth of her little table.

               There is a candle burning in a holder, and other lamps also 
               light the apartment. She is dressed in sedate street clothes. 
               She sits at the table, and by the light of the candle proceeds 
               to open a black-covered book, and read it. The print is fine. 
               She bends over it a moment, looks up at the capsules, and 
               returns to the book. She seems quite at peace. Stella and 
               Jeff are heard over:

                                     STELLA
                         I wonder.

                                     JEFF
                         What?

                                     STELLA
                         Miss Lonely Hearts just laid out 
                         something that looks like sodium 
                         trieckonal capsules.

                                     JEFF
                         You can tell that from here?

                                     STELLA
                         I handled enough of those red pills 
                         to put everybody in New Jersey asleep 
                         for the winter.

                                     JEFF
                         Would four of them -- ?

                                     STELLA
                              (Breaks in)
                         No -- but it makes the rest easy to 
                         take. And she's reading the Bible.

                                     JEFF
                              (After a slight pause)
                         Then I wouldn't worry too much. But 
                         let's keep an eye on her.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Stella lowers the long-focus lens.

                                     STELLA
                         You know? You might not be too bad a 
                         bargain for Lisa after all.

                                     JEFF
                         You don't say! I might just take 
                         that compliment as an insult.

               The door bursts open, and they both turn quickly toward the 
               entrance.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-LONG SHOT

               Lisa comes in, panting and flushed. She stands a second at 
               the door, catching her breath, but smiling with the pleasure 
               of sampling danger and escaping unharmed.

                                     LISA
                         Wasn't that close?

                                     JEFF
                              (Off)
                         Too close.

               She comes down the stairs.

                                     LISA
                         What was his reaction? I mean when 
                         he looked at the note?

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               As Lisa comes up to the two of them.

                                     STELLA
                         Well, it wasn't the kind of expression 
                         that would get him a quick loan at 
                         the bank.

               Lisa comes close to Jeff, speaks warmly.

                                     LISA
                         Jeff -- how did I do?

               He takes her hands.

                                     JEFF
                         Real professional. Would have made a 
                         great layout for the Bazaar. The 
                         model pressed back against a brick 
                         wall, eyes wild, tense. Low cut 
                         bodice, in new suspicious black, 
                         with a --

               Some of the pleasure goes out of her face. Stella notices 
               it.

                                     STELLA
                              (Interrupts Jeff)
                         You'd make a good door prize at a 
                         wake.

               It relieves the slight friction, as both Jeff and Lisa laugh. 
               Lisa happens to look toward the window, and the laugh dies.

                                     LISA
                         Jeff -- the handbag.

               Jeff and Stella turn toward the window. Jeff grabs the long-
               focus lens, lifts it up.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Thorwald has the new alligator bag belonging to his wife, in 
               his hand. He moves slowly across the bedroom, out of sight 
               behind the door. He doesn't appear in the living room. In a 
               moment he reappears, moving back to his packing. He puts the 
               handbag into one of the suitcases -- the one which he has 
               almost completed filling. He goes on with his packing.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff puts down the long-focus lens, and turns around toward 
               the room. The two women watch him expectantly.

                                     JEFF
                         Suppose Mrs. Thorwald's wedding ring 
                         was among the jewelry he has in the 
                         handbag.
                              (Supporting his 
                              proposition)
                         During that phone conversation he 
                         held up three rings -- one with a 
                         diamond -- one with a big stone of 
                         some kind -- and one plain gold band.

                                     LISA
                              (Excited)
                         And the last thing she'd leave behind 
                         would be her wedding ring!
                              (To Stella)
                         Do you ever leave yours at home?

               Stella lifts her left hand, and looks fondly at her ring 
               finger.

                                     STELLA
                         The only way anybody could get that 
                         off would be to chop my finger -- 
                         Let's go down and find out what's 
                         buried in the garden.

                                     LISA
                         Why not? I always wanted to meet 
                         Mrs. Thorwald.

               Jeff looks at them aghast.

                                     JEFF
                         What are you two talking about?

                                     STELLA
                         Got a shovel?

                                     JEFF
                         No.

                                     STELLA
                         There's probably one in the basement.

                                     JEFF
                         Now wait a minute --

                                     LISA
                         Jeff, if you're squeamish, just don't 
                         look.

                                     JEFF
                         Now hold on. I'm not a bit squeamish 
                         about what might be under those 
                         flowers -- but I don't care to watch 
                         two women end up like that dog --

               Stella grows a little uneasy. Her eyes drift toward Thorwald's 
               apartment.

                                     STELLA
                              (To Lisa)
                         You know, Miss Fremont -- he might 
                         just have something there.

                                     JEFF
                         There's no point in taking unnecessary 
                         chances.
                              (He points)
                         Give me the phone book, Lisa.

               Lisa moves for the phone book on the stand near the kitchen.

                                     LISA
                         What for?

                                     JEFF
                         Maybe I can get Thorwald out of the 
                         apartment.

               Lisa hands him the book.

                                     STELLA
                         We only need a few minutes.

               Jeff looks for Thorwald's number in the directory.

                                     JEFF
                         I'll try to give you at least fifteen 
                         minutes.

                                     LISA
                         How?

                                     JEFF
                              (Finds the number)
                         Chelsea 2-7099.
                              (He looks up, reaches 
                              for the phone)
                         We scared him once. Maybe we can 
                         scare him again.
                              (Picks up receiver; 
                              pauses)
                         I'm using that word "we" a little 
                         too freely, I guess. I don't take 
                         any of the chances.

                                     LISA
                         Shall we vote him in, Stella?

                                     STELLA
                         Unanimously.

               The two women smile. Jeff picks up the phone and dials Chelsea 
               2-7099. The women watch him tensely. He holds the receiver 
               away from his ear a little, and the buzzer is heard sounding 
               on filter. Lisa looks toward Thorwald's apartment; then 
               Stella; then Jeff.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald's apartment. He comes out of the bedroom toward the 
               phone. He wears a light summer coat and tie, despite the 
               heat. In the bedroom, everything is packed with the exception 
               of one open suitcase. We see another suitcase, his sample 
               case, and a couple of topcoats across the bed. He approaches 
               the phone hesitantly, undecided whether or not to answer it.

                                     JEFF
                              (Off, half-aloud)
                         Go ahead, Thorwald -- pick it up. 
                         You're curious. You wonder if it's 
                         your girl friend calling. The one 
                         you killed for. Pick it up, Thorwald!

               Quickly Thorwald does pick it up.

                                     THORWALD
                              (Cautiously, on filter)
                         Hello.

                                     JEFF
                              (Off)
                         Did you get my note?

               There is a pause as Thorwald gropes for an answer. We can 
               almost hear his breathing.

                                     JEFF
                         Well -- did you get it, Thorwald?

                                     THORWALD
                         Who are you?

                                     JEFF
                         I'll give you a chance to find out. 
                         Meet me in the bar at the Brevoort -- 
                         and do it right away.

                                     THORWALD
                         Why should I?

                                     JEFF
                         For a little business meeting -- to 
                         settle the estate of your late wife.

                                     THORWALD
                              (After a pause)
                         I don't know what you mean.

                                     JEFF
                              (Firmly)
                         Now stop wasting time, Thorwald, or 
                         I'll hang up and call the police.

                                     THORWALD
                              (Breathing heavily)
                         I only have a hundred dollars or so.

                                     JEFF
                         That's a start. I'm at the Brevoort 
                         now. I'll be looking for you.

               He hangs up before Thorwald can reply. Thorwald looks at the 
               receiver a moment, then he slowly hangs up. He stands at the 
               phone thinking. He doesn't suspect he is being watched through 
               the window. Then he makes up his mind and starts for the 
               door. After he goes out he tests the door to make certain it 
               is locked.

                                     LISA
                              (Over)
                         Let's go, Stella.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff turns his wheelchair halfway around as Lisa and Stella 
               start quickly for the door, THE CAMERA PANNING THEM across 
               the room. They pause at the sound of Jeff's voice.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff calls after them:

                                     JEFF
                         One of you watch this window. If I 
                         see him coming back, I'll signal 
                         with a flashbulb.

               The door slams off and we hear the footsteps of the women 
               dying down the corridor as Jeff picks up the long-focus lens 
               and takes a sight on the alleyway.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Thorwald goes past the alley opening.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff puts down the lens and wheels quickly to the wall 
               cabinet. He finds a box of flash bulbs and a reflector.

               He puts them in his lap and returns to the window, putting 
               the chair sideways. He leans out a little and looks down.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               Lisa is in the courtyard directly below Jeff's window.

               She has reached the stairway leading up and to the right. 
               She looks, waves at Jeff as Stella comes up to her carrying 
               a shovel. The two women hurry up the stairs toward the iron 
               ladder they will use to climb the wall between Jeff's yard 
               and that of Thorwald's.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               Jeff picks up the phone and quickly dials. The buzzer sounds 
               on filter, then the phone is lifted. A woman's voice is heard 
               and Jeff seems a little puzzled at the sound of it.

                                     BABY SITTER
                         This is Doyle's house.

                                     JEFF
                         This is L. B. Jefferies, a friend of 
                         Tom's. Who am I talking with?

               He squints out the window.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa has climbed over the wall and is helping Stella down 
               into Thorwald's yard. The shovel is lying on the ground beside 
               Lisa. Jeff's conversation continues over the action of the 
               two women.

                                     BABY SITTER
                         This is the baby sitter.

                                     JEFF
                         Oh. When are they expected home?

                                     BABY SITTER
                         I'm hired 'til one. They went to 
                         dinner and maybe night-clubbing.

                                     JEFF
                         Well, if he calls in, tell him to 
                         get in touch with L. B. Jefferies 
                         right away. I might have quite a 
                         surprise for him.

                                     BABY SITTER
                         Does he have your number, Mr. 
                         Jefferies?

                                     JEFF
                         He has it. Thank you.

                                     BABY SITTER
                         Goodnight.

               Jeff hangs up. Stella is now beginning to dig, carefully 
               lifting the flowers off the center of the bed where they had 
               dipped down. She places the flower plants on the sidewalk. 
               Lisa stands facing Jeff's window and occasionally glances 
               over her shoulder uneasily at Stella's work.

               At this moment, the sounds of musical instruments begin to 
               be heard from the songwriter's apartment.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               A little annoyed at the interruption, Jeff turns to look at 
               the studio apartment.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               In the songwriter's apartment, several of his musician friends 
               have gathered. One plays a guitar, another a clarinet, and 
               so on. One by one they try out the theme of the songwriter's 
               new melody, running through it in turn to become familiar 
               with the notes. We, therefore, hear the melody played 
               informally in different ways with different instruments.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff shifts his eyes from the songwriter's apartment back to 
               the courtyard.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Stella is busy, expertly handling the shovel. Lisa has her 
               back to the nurse, but looks apprehensively over her shoulder. 
               She then looks up toward Jeff's apartment.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff gives her an encouraging little gesture with his hand. 
               Then his eyes lift a little as he looks up.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Miss Lonely Hearts is sitting on the sofa, writing a note 
               with a pad on her knee. Next to her, on the table, the pills 
               are still in evidence.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff picks up the long-focus lens and trains it on the 
               alleyway.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               The alleyway and street intersection, with normal night 
               traffic, but no sign of Thorwald. THE CAMERA LENS PANS across 
               and down to the hole being dug by Stella. We get an impression 
               of Lisa's legs as we go by. The spade comes out of the hole 
               and rests on the side. THE CAMERA LENS PANS up just in time 
               to catch Stella turning up to Jeff. She throws out a helpless 
               hand and shakes her head. "Nothing."

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff lowers the lens and looks down at the two women with 
               evident disappointment.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa glances up to Thorwald's apartment. She turns and 
               gestures some instructions to Stella. Then she looks up at 
               Jeff and gestures her intention to enter Thorwald's apartment. 
               She turns and dashes toward Thorwald's fire escape as Stella 
               makes a fruitless grab to restrain her.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff, shocked and alarmed, calls out:

                                     JEFF
                         Lisa -- no!

               He looks quickly toward the intersection and then right back 
               to Lisa. Apparently no sight of Thorwald.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               While Lisa starts up the fire escape, we see Stella running 
               toward the wall in the foreground to climb over it. Stella 
               has abandoned the shovel and left the flowers and dirt strewn 
               over the walk.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff, tense and wide-eyed, watches Lisa climb the fire escape.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa climbs the fire escape to the second floor and the 
               outside of Thorwald's apartment.

               She tries, unsuccessfully, to get through the window which 
               opens into the kitchen from the fire escape. And then, with 
               some difficulty, stretches and succeeds in getting in through 
               the living room window, which is open. She goes directly to 
               the bedroom and we see her bending over one of the suitcases.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               Jeff quickly picks up the long-focus lens and trains it on 
               the salesman's apartment.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Lisa turns from the suitcase with the alligator handbag in 
               her hand. There is an expression of triumph on her face. She 
               opens it and her expression changes to dismay. She looks 
               toward Jeff's apartment and, to communicate her dismay, she 
               turns the handbag upside down. Nothing falls out. Empty.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               He lowers the long-focus lens and he is sweating with anxiety. 
               He mutters, almost to himself:

                                     JEFF
                         Come on. Come on! Get out of there!

               His eyes turn quickly to the alleyway and back again to Lisa.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Lisa has dropped the bag on the bed and is now looking around 
               the bedroom, looking for some place to start searching for 
               the jewelry. She moves quickly to the dresser and begins 
               opening the drawers to check them.

               She finds nothing.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               As Jeff watches tensely, the door bursts open behind him and 
               Stella hurries into the apartment.

                                     STELLA
                         Ring Thorwald's phone the second you 
                         see him on the way back!

               Jeff swings toward Stella. He reaches for the phone.

                                     JEFF
                         I'm going to ring him now!

               As he picks up the receiver, Stella pushes his hand down 
               again.

                                     STELLA
                         Give her another minute -- She's 
                         doing this for you.

               Stella looks out the window and her face registers shock. 
               Jeff turns quickly to the window again, forgetting the phone 
               for the moment.

                                     STELLA
                         Miss Lonely Hearts!

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               Miss Lonely Hearts is in the act of popping an envelope up 
               against the table lamp on the table next to the sofa.

               From the same table, she takes a pill bottle and empties the 
               contents into her left hand. Replacing the bottle, she picks 
               up a glass of water.

                                     STELLA
                              (Off)
                         Call the police!

               We hear the sound of the receiver picked up, and Jeff starting 
               to dial New York Police. At this moment, from the song-
               writer's apartment which has been quiet for a while, comes a 
               new burst of melody. It is the melody which the song-writer 
               has been composing during the past few days. Now it is rich, 
               and full, and completed, as the musical group plays it. Miss 
               Lonely Hearts lifts her head to listen, and slowly lowers 
               the pills and glass of water into her lap, her whole purpose 
               arrested by the beauty of what she hears.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff and Stella turn for a quick glimpse of the song-writer's 
               apartment.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               A quick flash of the song-writer's apartment, and his musical 
               group gathered around the piano.

                                     STELLA
                         Maybe that music will delay her taking 
                         the pills.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff and Stella look back to Thorwald's apartment. Jeff has 
               the receiver to his ear, and the buzzer can be heard on 
               filter.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               At the bottom of the picture, Miss Lonely Hearts is still 
               listening to the music, while in the apartment above Lisa 
               appears into the living room from behind the doorway that 
               leads to the bedroom. She looks across to the source of the 
               music. She is as arrested by the melody as Miss Lonely Hearts. 
               Then looking across to Jeff, she holds up her hands 
               triumphantly to show him the jewelry she has discovered. At 
               this point, Thorwald appears coming along the corridor of 
               his apartment house! Lisa is completely unaware of his 
               approach.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Stella is so shocked, she can only gasp for breath.

               Jeff, in near panic, shouts in anguish!

                                     JEFF
                         Lisa! Lisa!

               At this moment, the phone is picked up on filter, and a voice 
               speaks:

                                     POLICE
                         Precinct Six -- Sergeant Allgood.

               Jeff opens his mouth to speak, but no words come out, as his 
               attention is focused on:

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald at the door, unlocking it with his key. We see that 
               Lisa has heard the sound, and looks toward the door, all but 
               frozen with alarm. The Policeman on the phone repeats with 
               studied irritation:

                                     POLICE
                         Precinct Six -- Sergeant Allgood.

               Lisa dashes back into the bedroom just in time to avoid being 
               seen by Thorwald as he opens the door and enters the 
               apartment.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff, urgently into phone, with a serious and rapid voice:

                                     JEFF
                         A man is assaulting a woman at one 
                         two five west ninth street. Second 
                         floor rear. Make it fast.

                                     POLICE
                         Your name?

                                     JEFF
                         L. B. Jefferies.

                                     POLICE
                         Phone number?

                                     JEFF
                              (Impatiently)
                         Chelsea 2-5598.

                                     POLICE
                         Two minutes.

               Phone is down on filter, and Jeff replaces his receiver.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald crosses the living room, and goes into the bedroom. 
               Suddenly he looks onto the bed. He picks up the open alligator 
               handbag. He turns, facing the window, looking down at the 
               bag. He looks up in the direction of the living room. Then 
               suddenly his whole frame stiffens, his head turns a little 
               further around to his right. He is looking directly at Lisa 
               who is out of our sight in the corner of the bedroom. He 
               holds out the bag, and without moving, starts to question 
               the unseen Lisa. He takes a little step forward, and his 
               head begins to turn slightly to the left as Lisa begins to 
               emerge into the living room, backing away slowly. By her 
               gestures, and nervous laughter, she appears to be offering a 
               lame excuse for being found in his apartment.

               He comes towards her, and enters the living room as well. 
               Lisa edging toward the door, points to it as she apparently 
               argues with him as to the way she came in.

               He points to the window. She makes one more step toward the 
               door, but Thorwald reaches out quickly and grabs her by the 
               wrist. He twists it brutally, and flings her sideways into 
               the sofa beneath the window. Her head snaps back against the 
               head rest. With his right hand he throws the handbag across 
               the room in anger, and with his left open-palmed he demands 
               something from Lisa.

               Slowly her right hand comes up and opens.

               He takes the jewelry from her, looks at it for a surprised 
               moment, puts it into his coat pocket. He reaches down with 
               both hands, and by the wrists jerks her to her feet. He is 
               talking viciously to her. We can hear Lisa calling out 
               faintly: "Jeff! Jeff!"

               Thorwald suddenly looks out at the neighborhood. He realizes 
               that somebody might be watching him. He drags her across the 
               room, reaches up with one arm, and the lights go off. The 
               faint light from the bedroom illuminates their struggle, but 
               not clearly.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               An angry Jeff is staring, and trying to penetrate the semi-
               darkness of Thorwald's room. Then he bends his head forward 
               in despair, and after a brief moment speaks:

                                     JEFF
                              (With deep sincerity)
                         Stella -- what can we do?

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Stella staring out, tense, frightened. Then her expression 
               changes sharply as she looks slightly to the left.

                                     STELLA
                         There they are.

               Jeff looks up quickly.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Two policemen move quickly and professionally up the corridor 
               toward Thorwald's apartment. They stop at the door, listen a 
               moment, and then push the buzzer insistently. Inside the 
               apartment, lights go on, and Thorwald is in the center of 
               the room looking toward the door. Lisa staggers away from 
               him, trying to rearrange her clothes and her hair. She is as 
               surprised at the interruption as Thorwald. He listens, looks 
               back questioningly toward Lisa, then goes to the door. He 
               passes into the kitchen.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff and Stella visibly relax. Jeff doesn't say anything, 
               but a gesture of rubbing his eyes with the back of his hand 
               gives an indication of how deep his tension was.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               After a moment's hesitation, Thorwald goes to the door and 
               opens it.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff quickly puts a hand out and takes up his long-focus 
               lens. He looks through the finder.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               Thorwald's head and shoulders fill the screen. For a moment 
               Thorwald is genuinely frightened by the sight of the police. 
               We see him listening to the policeman out of the picture. 
               Thorwald turns slowly and we see him lose much of his fright 
               and regain some control of his face. He completes his turn 
               and is looking at the girl a little puzzled. He then swings 
               back toward the police.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               A quick flash of Jeff and Stella looking. Jeff still has the 
               long-focus lens to his eye.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald is displaying indignation and complaint to the police 
               as he nods his head vigorously toward Lisa. At this the police 
               start to advance into the apartment, going directly for Lisa. 
               She flashes a quick look toward Jeff's window. She turns 
               back as the first policeman reaches her. He starts to question 
               her.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Stella turns away and goes quickly to the table for the 
               binoculars. Jeff still is using the long-focus lens.

               EXT. NEIGHBORHOOD - NIGHT - BINOCULAR SHOT

               We see Lisa start to excuse her presence in the same manner 
               she used with Thorwald previously, as if to say she came 
               into the apartment by mistake. Thorwald, listening, comes 
               quickly forward to contradict her, vigorously. He holds out 
               the jewelry in his hand, and then picks up and shows the 
               empty handbag. The policeman, impressed, looks back to Lisa 
               for an explanation. She has none. Over this we hear Stella 
               frantically asking:

                                     STELLA
                         What's she trying to do? Why doesn't 
                         she turn him in?

                                     JEFF
                         Smart girl.

                                     STELLA
                         Smart? She'll be arrested!

                                     JEFF
                         That'll get her out of there, won't 
                         it?

               The first policeman indicates that Lisa is to come along 
               with him. He pauses momentarily to tell the second policeman 
               to take a statement from Thorwald about the attempted 
               burglary. The second policeman reaches for the jewelry in 
               Thorwald's hand, and takes it for examination. In the brief 
               pause while the two policemen speak to each other, Lisa starts 
               to wave her left hand behind her back.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff looking through his camera.

               EXT. NEIGHBORHOOD - NIGHT - CAMERA SHOT

               We get a closer view of the waving hand. She stops waving 
               and holds her fingers spread out. With her other hand she 
               points to the wedding ring on her left hand.

                                     STELLA
                         Mrs. Thorwald's ring!

               THE LENS PANS UPWARD AND ACROSS until it brings Thorwald's 
               profile into the picture. He is looking down directly at 
               Lisa's hands. His head slowly turns, and he looks right up -- 
               directly into the lens. Suddenly he becomes aware that Lisa 
               is signaling to someone who is watching him.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Jeff and Stella. He drops the camera into his lap.

                                     JEFF
                         Stella! The lights! He'd seen us!

               Stella hurries from the window, turning off lights, as Jeff 
               backs his chair into the room.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               As Thorwald's attention is drawn back to the second policeman 
               to answer further questions, the first policeman takes Lisa 
               by the arm and leads her out of the apartment. He goes down 
               the corridor pushing the curious people away from the door.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               The last light out, Stella stops to catch her breath, and 
               turns to Jeff.

                                     STELLA
                         When you took your first snapshot -- 
                         did you ever think it would bring 
                         you to this?

                                     JEFF
                              (Urgently)
                         Stella -- how long do you think he'll 
                         stay there?

                                     STELLA
                              (Squinting out window)
                         Unless he's dumber than I think, he 
                         won't wait 'til his lease is up.

               Jeff points to a drawer in the wall cabinets.

                                     JEFF
                         My billfold! In the right hand drawer.

               Stella moves to get it.

                                     STELLA
                         What do you need money for?

                                     JEFF
                         To bail Lisa out of jail.

               She finds a billfold, hands it to Jeff. He takes it, extracts 
               some bills and begins counting them. As he counts, Stella 
               comments:

                                     STELLA
                         You know -- you could just leave her  
                         there until after next Tuesday -- so 
                         you could sneak away safely -- as 
                         planned.

               He looks up sharply at her, and then without comment goes 
               back to counting the money.

                                     JEFF
                              (With obvious 
                              disappointment)
                         One hundred and twenty-seven.

                                     STELLA
                         How much do you think you'll need?

                                     JEFF
                         First offense burglary --
                              (He shrugs)
                         -- probably two-fifty.
                              (Gets an idea, points)
                         The piggy bank.

               Stella, following his pointing finger, gets a piggy bank 
               down from a shelf on the sideboard. He takes it, cracks it 
               on the knee of his cast. It splits open, and some money comes 
               out. Mostly bills, a few silver halves.

               What he doesn't get, Stella picks up.

                                     STELLA
                         Ten here.

                                     JEFF
                         Thirty-three here. Totals one-ninety. 
                         Not enough.

                                     STELLA
                         I got twenty or so in my purse. Give 
                         me what you've got.

               Jeff does, as Stella gets her purse.

                                     JEFF
                         What about the rest?

                                     STELLA
                         When those cops get a look at Miss 
                         Fremont -- they'll even contribute.

               Stella goes up to the door. The phone RINGS. Jeff grabs it, 
               picks it up. Stella pauses.

                                     JEFF
                              (To phone)
                         Just a minute.
                              (To Stella)
                         I'll tell you who it is when you get 
                         back.

               Stella goes quickly out the door. He returns to the phone 
               call, glancing at the same time toward the courtyard.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

                                     JEFF
                         Jefferies.

                                     DOYLE
                              (Filter)
                         This is Doyle, Jeff.

                                     JEFF
                              (Urgently)
                         Tom, I've got something real big for 
                         you.

                                     DOYLE
                              (Wearily)
                         Look Jeff, don't louse up my night 
                         with another man killer stuffing a 
                         grisly trunk that turns out to be --

                                     JEFF
                              (Interrupting harshly)
                         Listen to me! Lisa's been arrested.

                                     DOYLE
                              (Slightest pause)
                         Your Lisa?

                                     JEFF
                         My Lisa. She went into Thorwald's 
                         apartment, and he came back. The 
                         only way I could get her out was to 
                         call the police.

                                     DOYLE
                              (Angry)
                         I told you that --

                                     JEFF
                              (Interrupting)
                         I know what you told me! She went in 
                         to get evidence, and she came out 
                         with it.

                                     DOYLE
                         Like what?

                                     JEFF
                         Like Mrs. Thorwald's wedding ring. 
                         If that woman were still alive, she'd 
                         be wearing it.

                                     DOYLE
                              (Grudgingly)
                         A possibility.

                                     JEFF
                              (Talking fast)
                         A fact! Last night he killed a dog 
                         for pawing in his garden. Why? Because 
                         he had something buried in there. 
                         Something a dog could scent.

                                     DOYLE
                         Like an old hambone?

                                     JEFF
                              (Fast)
                         I don't know what pet name Thorwald 
                         had for his wife. And that night he 
                         went out half a dozen times with the 
                         metal suitcase. He wasn't taking his 
                         possessions, because they're up in 
                         his apartment now!

                                     DOYLE
                         You think perhaps it was "old 
                         hambone?"

                                     JEFF
                         In sections! And one other thing, 
                         doubting Tom -- it just occurred to 
                         me that all the calls Thorwald made 
                         were long distance! If he called his 
                         wife the day she left -- after she 
                         arrived in Merritsville -- why did 
                         she need to send him a postcard saying 
                         she'd arrived?

                                     DOYLE
                              (After pause; a 
                              detective)
                         Where'd they take Lisa?

                                     JEFF
                         Precinct Six. I sent a friend over 
                         with bail money.

                                     DOYLE
                         Maybe you won't need it. I'll run it 
                         down, Jeff.

               EXT. NEIGHBORHOOD - NIGHT - LONG SHOT

               We see Thorwald leave his apartment and proceed down the 
               corridor.

                                     JEFF
                         Just don't dally. Thorwald knows 
                         he's being watched. He won't hang 
                         around long.

                                     DOYLE
                         If that ring checks out, we'll give 
                         him an escort. So long.

               He hangs up, and just as he does, Jeff looks toward Thorwald's 
               apartment. He rolls forward to the window.

               He seems a little puzzled by what he sees.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Thorwald's apartment. Completely dark. No movement, or glow 
               of a cigar. The corridor outside lighted, but empty.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               Jeff scratches the side of his chin, studies Thorwald's 
               apartment as if he might see some small clue as to where the 
               salesman is. He looks toward the intersection to his left. 
               Apparently he sees nothing. He turns to look down into the 
               garden.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Miss Lonely Hearts is standing in the yard outside her 
               apartment, looking up to the porch of Miss Torso. The ballet 
               dancer is in high heels and a fresh summer dress.

                                     MISS TORSO
                              (Faintly heard)
                         Have you heard that song he's been 
                         writing?

               She indicates the song-writer's apartment. Miss Lonely Hearts 
               turns, looks up at the studio apartment a moment, then looks 
               up at Miss Torso.

                                     MISS LONELY HEARTS
                              (Nods yes)
                         I'm glad I was here when he played 
                         it.

               INT. JEFF'S APARTMENT - NIGHT - CLOSE SHOT

               He sits quietly a moment, thinking. Suddenly he jumps a little 
               as the phone rings. He reaches for it, picks up the receiver.

                                     JEFF
                              (Still looks out window)
                         Hello.
                              (No answer)
                         Hello, Doyle? Tom? Tom, I think 
                         Thorwald's left. I don't see anything 
                         of --
                              (He looks at receiver, 
                              then:)
                         Hello.

               Slowly he looks up toward Thorwald's apartment. Then, back 
               to the receiver. On filter, a receiver can be heard carefully 
               being replaced. Jeff slowly lowers the phone into the cradle. 
               He looks once more toward Thorwald's apartment. Then he turns 
               his chair around quickly and looks toward the door to his 
               apartment.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               The door. Quiet in the apartment, and in the corridor.

               Light showing beneath the door from the hall light.

               INT. JEFF'S APARTMENT - NIGHT - CLOSE SHOT

               Jeff watching, waiting, nervous at first. He reaches for the 
               phone, changes his mind. He looks around for some kind of a 
               weapon, finds none to suit him. He hears the slightest squeak 
               of a floorboard, and looks quickly toward the door again.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               The door. Another squeak of a floorboard, so light and quickly 
               passing that at any other time it would have no significance, 
               even if it could be heard. Then the light beneath the door 
               disappears. Black.

               INT. JEFF'S APARTMENT - NIGHT - CLOSE SHOT

               Jeff squints at the door, blinks, squints again.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               The door. No doubt about it, black.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               He looks again for a weapon, and almost by instinct he 
               snatches up his flash holder and the small packet of bulbs 
               he had taken out to signal Lisa earlier. He tries to move 
               his wheelchair farther into the shadows. His eyes are glued 
               to the door of his apartment, and his senses are sharp as a 
               hunting dog's. He scarcely breathes.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Only the slightest sound is heard as the doorknob turns.

               The door slowly and carefully swings open, but the corridor 
               is too dark to tell at first who is entering.

               The door closes just as quietly. From the shadowed recess 
               comes a heavy voice. A threatening voice.

                                     THORWALD
                         What do you want from me?

               Jeff doesn't answer. Thorwald steps to the top of the stairs, 
               and is now somewhat visible. He looks tall and huge and 
               explosive.

                                     THORWALD
                         Your friend -- the girl -- could 
                         have turned me in. Why didn't she?

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff doesn't answer. His eyes watch Thorwald. He licks his 
               lip with nervous tension and grips the flash holder.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald comes down the two steps, pauses at the bottom.

                                     THORWALD
                         What is it you want? A lot of money? 
                         I don't have any money.

               Jeff doesn't answer.

                                     THORWALD
                         Say something!

               He moves forward a couple of steps.

                                     THORWALD
                              (Sudden loud anger)
                         Say something! Tell me what you want!

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Jeff still doesn't speak. He grips the flash holder a little 
               more tightly, lifts it just the fraction of an inch as if he 
               is prepared to use it.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Thorwald has advanced to the middle of the room, his eyes on 
               Jeff and his hands clenching with the effort to control his 
               anger.

                                     THORWALD
                         Can you get me that ring back?

                                     JEFF
                              (Quietly)
                         No.

                                     THORWALD
                              (Loud)
                         Tell her to bring it back!

               He advances a step.

                                     JEFF
                         I can't. The police have it by now.

                                     THORWALD
                         Then if the police get me -- you 
                         won't be around to laugh!

               Thorwald starts to move threateningly for Jeff.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               From a three-quarter angle toward Thorwald. Jeff lifts the 
               flash holder to face level and closes his eyes. He explodes 
               the flash.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Thorwald's face fills the screen registering shock, confusion. 
               He throws up his hands for protection and recoils, making an 
               involuntary sound of surprise.

               INT. JEFF'S APARTMENT - NIGHT

               A vision of Jeff and the apartment as seen by Thorwald.

               It is distorted and out of focus, filled with large twisting 
               balls of bright yellow color.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Thorwald blinking, trying to regain his sight.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSEUP

               Jeff ejects the used bulb and quickly inserts another.

               He works furiously, sweating. He gets the bulb in the flash 
               holder just in time to meet Thorwald coming at him. Jeff 
               closes his eyes and another bulb explodes in Thorwald's face.

               INT. JEFF'S APARTMENT - NIGHT - CLOSEUP

               Thorwald's face, full screen again, as he recoils from the 
               flash.

               INT. JEFF'S APARTMENT - NIGHT

               The apartment as seen by Thorwald again. Big, twisting balls 
               of blinding yellow.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald stumbles back against the side table, knocking 
               objects off onto the floor, struggling for balance and sight. 
               Jeff works rapidly to put a fresh bulb in the holder.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               Thorwald regains his equilibrium and some of his sight.

               Orienting himself, he starts for Jeff again. This time, when 
               the flash holder goes off, we see it from Jeff's angle. 
               Thorwald is lighted almost white, shockingly outlining every 
               detail of his face, clothes, hands. His rage and frustration 
               are fixed for a brief but terrifying moment. He stumbles 
               backward again, trying to brush the light away from his face 
               almost as if it were a solid enveloping substance.

               INT. JEFF'S APARTMENT - NIGHT - SEMI-CLOSE SHOT

               Jeff ejects a bulb, puts his last bulb into the flash holder. 
               He tries to move the wheelchair a little further away from 
               Thorwald. Then he raises the flash holder again.

               In b.g. we see: Doyle, Lisa, Stella and the detectives come 
               to Thorwald's door, try it. Locked.

               One of the men steps forward with a flat steel jimmy and 
               snaps the lock open. They move quickly into the darkened 
               apartment. Doyle hits the lights inside the kitchen. The 
               group goes into the living room. The lights go on. No sign 
               of Thorwald. Doyle, Lisa and Stella instinctively turn and 
               look toward Jeff's apartment.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               From Thorwald's apartment shooting at Jeff's window. A sudden 
               bright flash is seen as the last flash bulb goes off. And it 
               lights the scene of Jeff in the wheelchair and Thorwald diving 
               through the air at him. Darkness rushes in, blacker than 
               before.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald has finally reached Jeff, knocking the flash 
               equipment out of his hands and coming to grips with him.

               It is apparent that he is trying to pull Jeff out of the 
               wheelchair. Jeff fights him off.

               The wheelchair crashes over, spilling Jeff to the floor.

               Thorwald is on top of him, lifting, dragging him to the 
               window. Jeff grabs everything he can to keep himself away 
               from the window, but Thorwald is far too powerful for him. 
               He strains to raise Jeff to the windowsill.

                                     THORWALD
                         I'll give you a good look out the 
                         window.

               Slowly, inexorably, he raises Jeff to the windowsill.

               Jeff frantically grabs for the upright window frame, wrapping 
               his arms around it. Thorwald shoves the rest of his body 
               over the windowsill.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               Doyle, Lisa, Stella and the two detectives, crossing 
               Thorwald's yard, see Jeff going out the window. Lisa is 
               panicked.

                                     LISA
                         Jeff! Jeff!

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM LONG SHOT

               From Doyle's viewpoint, Jeff hanging out the window and 
               Thorwald hammering at his hands and arms with bare fists.

               Doyle pushes Lisa to one side and starts to scale the wall, 
               preceded by the two detectives.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald fights to dislodge Jeff's grip.

               EXT. JEFF'S APARTMENT - NIGHT - CLOSE SHOT

               Looking down on Jeff's face, showing his strain and the pain 
               of Thorwald's attack. The brick floor of the patio seems a 
               hundred feet below.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald and Jeff struggling.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Doyle pulling himself to the top of the wall. Lisa, Stella 
               and the two men below, looking up. Lisa is white-faced and 
               frightened.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald smashes at Jeff's arms and hands. Jeff's grip begins 
               to slip.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Doyle reaches the top of the wall, looks up at Jeff.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM LONG SHOT

               Jeff, as seen from Doyle's angle, hanging, somehow weathering 
               Thorwald's insane attack.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Doyle reaches for his service revolver. He doesn't have it! 
               He looks down, and calls one of the detectives back.

                                     DOYLE
                         Creel! Your Thirty-eight!

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Looking down at the two detectives from Doyle's point of 
               view. Creel grabs for his gun expertly. The holster breaks 
               away. It is in his hand and with a deft movement he tosses 
               it upward.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Doyle catches it, turns up to Jeff's apartment.

               INT. JEFF'S APARTMENT - NIGHT - MEDIUM SHOT

               Thorwald still trying to loosen Jeff's grip. The salesman, 
               in a complete, wild, sweating rage, is beyond all reason. 
               His glasses hang from one ear, his coat is torn, his tie 
               pulled to one side.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM LONG SHOT

               Shooting over Doyle's shoulder as he steadies himself against 
               the wall, lifting the service revolver up for a shot at 
               Thorwald. His aim is careful, slow, painfully deliberate. 
               Jeff seems about to fall.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               The two detectives ahead of Doyle are moving up below the 
               window. Lisa stand looking up, her hands at the sides of her 
               head, frozen with panic.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               Two detectives appear behind Thorwald and grab him. The 
               startled Thorwald stops his attack on Jeff as he looks wildly 
               around to find the source of his new attack.

               EXT. NEIGHBORHOOD - NIGHT - CLOSEUP

               Jeff, hanging from the window frame. He claws desperately 
               for a hold.

               EXT. NEIGHBORHOOD - NIGHT - COMPREHENSIVE SHOT

               People rush to their windows, looking out at the excitement. 
               Some people on the ground floor come out into the yard. Doyle 
               and the two detectives come into the patio beneath Jeff.

               Doyle directs them to improvise something to break Jeff's 
               fall -- leaves, greenery, their coats, cushions from the 
               patio furniture -- anything they can find. The four uniformed 
               policemen rush into the backyard. Lisa and Stella come over 
               the wall into the patio beneath Jeff. They look up at Jeff, 
               encouraging him to hold on.

               A detective goes into Jeff's cellar door, trying to reach 
               his apartment before Jeff loses his grip.

               The siffleuse and her husband are standing on the fire escape 
               in plain, almost somber clothes. They watch expressionlessly. 
               Beneath them the empty basket which once held their dog swings 
               silently in the night air.

               EXT. NEIGHBORHOOD - NIGHT - MEDIUM SHOT

               Jeff, hanging from his windowsill. He loses his grip and 
               plunges down into the patio below. Two detectives throw 
               themselves beneath him. They are knocked to the ground as 
               Jeff's fall tumbles both of them. After Jeff hits, he lies 
               still, twisted over to one side.

               Doyle and Lisa rush over to Jeff. There is an audible

               SOUND of shock in the neighborhood as Jeff has fallen -- 
               various oh's, ah's, and possibly a stifled scream or two.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSE SHOT

               Lisa kneels down, cradles Jeff's head in her lap. There are 
               tears in her eyes. Her clothes are disheveled and her dress 
               torn. Her hair is disarranged. But withal, her face is as 
               beautiful as ever, with love.

                                     LISA
                         Jeff -- Jeff darling!

               He opens his eyes. Winces with pain.

                                     LISA
                              (To the detectives)
                         Get an ambulance.
                              (Down to Jeff)
                         Don't move. Try to lie still.

                                     JEFF
                         Lisa -- I -- I -- can't tell you how 
                         scared I was that you -- you might --

                                     LISA
                              (Affectionately)
                         Shut up. I'm all right.

                                     JEFF
                              (To Doyle)
                         Think you've got enough for a search 
                         warrant now?

                                     DOYLE
                         Oh sure. Sure. I can make it.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-LONG SHOT

               At that moment, a man appears leaning out of Jeff's window. 
               He looks down to the patio.

                                     DETECTIVE
                         Lieutenant Doyle?

                                     DOYLE (OFF)
                              (Looking up)
                         Yeah?

                                     DETECTIVE
                         Thorwald's ready to take us on a 
                         tour of the East River.

               EXT. NEIGHBORHOOD - NIGHT - SEMI-CLOSEUP

               Stella tugs at Doyle's arm and stands on tiptoe to whisper 
               something into his ear. Doyle then looks up to the detective.

                                     DOYLE
                         Did he say what was buried in the 
                         flower bed?

                                     DETECTIVE
                         Yeah. It's over in his apartment. In 
                         a hat box. Wanna look?

               Doyle turns quizzically at Stella.

                                     STELLA
                         Oh, no thanks -- I don't want any of 
                         part of her
                              (She pauses, then 
                              does a surprised 
                              take back to Doyle)
                         What did I say?

                                                               DISSOLVE TO:

               EXT. NEIGHBORHOOD - DAY - PAN SHOT

               Beginning on Jeff's window thermometer, the CAMERA PANS FROM 
               RIGHT TO LEFT around the neighborhood.

               In the songwriter's apartment we see the songwriter with a 
               guest -- Miss Lonely Hearts. Both in dress and manner she 
               seems quite happy and adjusted to life. The songwriter is 
               placing the first recording of his new song on a record player 
               for her to hear. It is a full symphonic arrangement which is 
               heard over. 

               CONTINUE TO PAN

               Thorwald's apartment is empty, stripped of its furnishings. 
               Two painters are repainting the walls.

               The siffleuse and her husband are on their fire escape, 
               training a new white dog to ride in their basket.

               Miss Torso is practicing her ballet again. She wears a white 
               leotard. The sound of someone at the door interrupts her. 
               She goes to the door, opens it an inch or two cautiously. 
               When she sees who is outside, she throws open the door. An 
               innocuous, unhandsome and somewhat shy army private enters 
               with a barracks bag slung over one shoulder. She kisses him 
               fondly after closing the door. He puts down the barracks 
               bag, tosses his hat into a chair and, with the attitude of a 
               man who belongs there, goes to the icebox to see what's to 
               eat.

               The newlyweds are arguing.

               The CAMERA PANS past Jeff who is asleep in his wheelchair 
               facing away from the window. CAMERA MOVES DOWN to the lower 
               part of his body and we see that both his legs are now in 
               casts. The CAMERA LIFTS SLIGHTLY to show Lisa sitting on the 
               sofa nearby. She wears Levis and a plaid cotton shirt. She 
               is reading a book on travel. She looks up briefly at Jeff. 
               When she realizes he is asleep, she puts down the travel 
               book and reaches for the latest copy of Harper's Bazaar. She 
               settles down to study it as we

                                                                  FADE OUT:

                                         THE END

Rear Window



Writers :   Cornell Woolrich  John Michael Hayes
Genres :   Thriller  Mystery


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