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ALL SCRIPTS





STEPMOM





STEPMOM

Ronald Bass

Second Revised Draft

Previous Drafts by:
Gigi Levangie
Elizabeth Chandler
Jessie Nelson &
Steven Rogers



	INT. RACHEL'S BEDROOM - EARLY MORNING

	A billowy white screen.  An alarm clock BLARES.  As MAIN TITLES
	BEGIN, the lovely sleeping face of RACHEL KELLY rolls into frame.
	Then out of it.  Alarm keeps BLASTING.  Back she comes, pulling the
	sheets OVER her head.  Motionless now, as we hear...

	... the DEAFENING SILENCE of the alarm shutting off.  A beat.
	Rachel SITS BOLTS UPRIGHT.  LEAPS out of the room.  From the back
	we see that she's dressed only in a pair of men's boxers.

	She makes it halfway down the hall, does a U TURN back into the
	bedroom, frantically YANKS a robe hanging from the door, taking the
	wall hook WITH her.  She FLINGS her robe on as she RUNS down the
	hall, wall hook STICKING OUT of her back.  BURSTING INTO...

	INT. BEN'S ROOM - EARLY MORNING

				RACHEL
		Ben!  You overslept again damn it!

	The room looks like a 6 (but I'm almost 7) year old exploded.
	Posters of MAGICIANS on all the walls.  Rachel darts about the room
	mismatching the clothes she forgot to arrange the night before.

				RACHEL
		Get Up Get Up Get Up!

	The LUMP under the cover doesn't move.

				RACHEL
		Ben you're late.  I'm serious.  I'm
		wearing a very serious face.  Don't
		make me start counting ONE...

	No movement.  Rachel tugs the sleeve of a shirt hanging on a chair,
	and out comes a magician's bouquet of FLOWERS.

				RACHEL
		TWO.

	She pulls a dirty handkerchief out of the pocket of the shirt --
	it's an endless MAGICIAN'S HANDKERCHIEF.

				RACHEL
		Don't make me say three I'm about to
		say three.
			(a beat, then)
		Three!

	She RIPS the covers off and a blow-up DINOSAUR sleeps in Ben's
	place.

				RACHEL
		Ben I'm not kidding around.  You make
		yourself appear this instant!

	A WHITE BUNNY saunters across her toes.  Rachel SCREAMS -- then
	gathers her wits and searches under the bed -- under the bureau --
	she opens the closet doors and shoving clothes aside.

				RACHEL
		You might think this is funny but this
		is actually NOT funny.

	Unseen by Rachel, six-year-old BEN sits, perched on the highest
	closet shelf, knees under his chin, holding his breath.  His eyes
	gleeful as Rachel frantically closes the closet door.

	INT. HALLWAY - EARLY MORNING

	Rachel hops over the Bunny, navigates through strewn toys and books
	STUBBING her baby toe.  She limps in agony past a big picture of
	the kids with their daddy and heads towards a door with a KEEP OUT
	EVERYONE! sign.

				RACHEL
			(bellowing)
		ANNABELLE!  WAKE UP!

	ANNABELLE'S BEDROOM - EARLY MORNING

	ANNABELLE, 10 years old, sits on the edge of her bed, fuming, all
	of her limbs crossed.  She holds up a filthy purple tee shirt.

				ANNABELLE
		You forgot to wash my purple shirt.  I
		told you a hundred times it was Purple
		Day at school today.

				RACHEL
		I didn't forget.  I was up all night 
		thinking about it and I concluded you're 
		too special to look like everyone else.
			(she grabs an orangey 
			 red tee shirt)
		Orange Red.  That's your color.  Few 
		can carry it off.  Now please.  Help 
		me find your brother.

				ANNABELLE
		You lost Ben?!

				RACHEL
		Of course not.  Does he look lost to 
		you?
			(big breath)
		BENNNNN!!!

	INT. SUBURBAN EXTREMELY WELL-STOCKED KITCHEN - EARLY MORNING

	Rachel, smoking a cigarette and drinking a diet coke, FLINGS open
	pantry doors, closet doors -- looking for Ben -- attempting to put
	stone hard butter on toast at the same time.  She glances at the
	clock -- 7:55.  Oh dear.  Annabelle sits at the table, in a grumpy
	orangey red mood.  Rachel hands her what was once a piece of toast.

				ANNABELLE
		No.  I told you.  I like apple butter
		not butter butter.

				RACHEL
			(hands her an apple)
		Here.

				ANNABELLE
		Never mind.  I'll just eat my lunch.

				RACHEL
			(forgot)
		I'm almost done making it.
			(to the non-existent Ben)
		Alright Ben -- you deal with the tardy,
		you write yourself a note, your daddy
		told you he had an important case this
		morning and he had to leave early and 
		we were AAAAGGGGHHHH!

	She has opened a cupboard with a Lazy Susan that turns revealing
	BEN sitting there.  Rachel screams AGAIN!

				RACHEL
		Oh my God.  That is so not funny.  You're
		late.  You're really late.  Now get out
		here and have some cereal.

				BEN
		No.

				RACHEL
		Fine!  Eat in the cupboard.

	She hands him a bowl of sugared cereal -- puts two spoonfuls of
	instant coffee in Barney cup, and sticks it under the faucet.

				BEN
		No!  Cocoa Puffs on Top -- Fruit Loops
		on the bottom.

				RACHEL
		Fine.

	Rachel grabs the bowl, turn it UPSIDE DOWN on the table reversing
	the order of the cereal.  She SWEEPS it back in the bowl and
	quickly hands it back to him, the phone RINGS THROUGHOUT...

				BEN
		You touched it.

				RACHEL
		Then have a donut --

				BEN
		No.

				RACHEL
		Alright starve.

				ANNABELLE
		I'm gonna beep daddy at work.

				RACHEL
		He's badgering a witness.  Eat.

				BEN
		But you told us to starve.

				RACHEL
			(picking up phone)
		Hello?...Duncan...The Ad Agency's
		already there?...I'm out the door...
			(Ben flings a fruit loop
			 at her)
		Ben!  Knock it off!
			(into phone)
		It's gonna go beautifully...
			(another fruit loop)
		Damn it Ben --

	Rachel runs around absentmindedly loading out leftover pizza, 
	Hoho's, and Chips.  She glances at the clock again -- 8:00.

				ANNABELLE
		You swore.  You owe me a quarter.  Did
		you remember my egg carton?  I told
		you I needed my egg carton for seed
		planting today.

				RACHEL
		Absolutely Duncan I'm on top of
		everything.

	Rachel takes the eggs from the fridge, and dumps them -- accidentally
	missing the sink.  They SHATTER onto the floor.  She hands the empty
	carton to Annabelle.

				RACHEL
		...EGGzactly.  I'm putting on my coat --
			(she hangs up, panicked)
		We are late.  We are seriously late.  Which
		means Mister Ben we've got to get you 
		dressed --

				BEN
		No!

	Ben races away but Rachel LUNGES And CATCHES him.  He wiggles in
	her arms as she struggles to change his clothes.  Just as she gets
	his bottoms off she drops his clothes in the pile of gooey eggs
	when we hear a loud KNOCKING at the kitchen door.  Holding a half
	naked Ben in her arms, Rachel looks up at...

	JACKIE HARRISON.  An immaculately dressed, intimidatingly intel-
	ligent, utterly beautiful woman staring at her with extreme
	disapproval.

				ANNABELLE AND BEN
		Mommy!

	Annabelle and Ben RACE into their mother's arms like little angels.
	Jackie shoots a fiercely protective glare at Rachel.  They LOCK
	eyes.  Enough wattage to light up all of Manhattan.

	EXT. RACHEL'S LOFT, SOHO - MORNING

	Jackie and the kids exit Rachel's building, onto a bustling Soho
	street.  The kids clamber into the double-parked Volvo wagon.
	Jackie, still pissed, climbs behind the wheel.  Drives off.

	INT. JACKIE'S VOLVO STATION WAGON - EARLY MORNING

	Jackie drives the children down a tree-lined street in Englewood,
	New Jersey.  Ben is banging Jackie's sunglasses case against the
	window.

				JACKIE
		...it's really not so bad Annabelle -- Red
		and Blue make purple.

				ANNABELLE
			(yes she does)
		I don't care.

				JACKIE
		I know you don't, but if you had, chrom-
		atically you are in the purple family.

	Jackie fishes through her purse.  Finds a toy airplane for Ben.  He
	stops banging her glasses case, starts banging the plane.

				BEN
		Why does Rachel wear Daddy's underpants?
		Doesn't she have underpants of her own?

				JACKIE
		I noticed a whopping pile of laundry
		sitting on the washer -- perhaps Rachel's
		underpants are in there -- Now where are
		your lunches?

	As if by rote, they hold out their lunches.  One is a plastic Vons
	bag and the other a crumpled Macy's bag.  She collects them and
	hands Ben and Annabelle two brightly colored lunch bags.

				BEN
		Annabelle sucked her thumb last night.

				ANNABELLE
		I NEVER do that, you ALWAYS lie!

	And SLUGS him.

				JACKIE
		Never say 'never' -- it's not fair to
		say 'always' -- and no name calling.
		Use your words.

				ANNABELLE
		I hate when you say that.

				JACKIE
		Thank you.  Those were all words.  I
		hate the planet Uranus.  Terrible name
		for a planet.

	Annabelle and Ben look up at her curiously.

				JACKIE
		I hate snails and blue cheese.
		Especially together.  Hate.

				BEN
		I have lava.

				JACKIE
			(reflects)
		Lava's hateable.  I never thought of
		that.

				ANNABELLE
		I hate overly ripe bananas -- they make
		me want to throw up.

				JACKIE
		Excellent point.

				BEN
		I hate wax lips and red ants and
		pretzels without salt...

				ANNABELLE
		I hate the crayon Burnt Sienna and
		people who spit when they walk.

	Jackie nods sagely.  Pulls up next to a school playground.

				JACKIE
		I hate to say goodbye.  Eskimo Kiss.
			(they rub noses)
		Russian Orthodox Wedding Kiss.

	They bump foreheads and elbows.  Ben runs toward the kindergarten
	playground; Jackie watches concerned as Annabelle climbs the steps.
	The only orangey red dot in a sea of purple.

	EXT. PHOTOGRAPHY STUDIO, TRIBECA - MORNING

	Taxi pulls up to a converted warehouse.  Rachel BOLTS out, 
	SPRINTING for the door.

	INT. PHOTOGRAPHY STUDIO - DAY

	Black and white FILLS the frame.  Like a checkerboard.  We PULL
	BACK and realize we are seeing a group of PENGUINS waddling against
	a black and white backdrop.  We see a WHITE WAITRE'D in a BLACK
	TUXEDO holding glasses on a tray.  A BLACK MODEL, IMAN, in a WHITE
	DRESS glides through it all.

	In the center the only dash of color is Rachel -- who has just
	entered and starts expertly directing the action.  She calls out to
	her assistant, COOPER.  Perpetually hip.  Perpetually young.

				RACHEL
		Cooper, back the fill off I don't have
		enough shadow...

				COOPER
		You've got a fruit loop in your hair.

				RACHEL
		You say that like I don't know that.

				COOPER
		I once threw an entire bowl of jello
		on my stepmother's head --

				RACHEL
		And when did that pass?

				COOPER
		Actually, never.  They'll always hate
		you.  There's a gene for it.

	DUNCAN SAMUELS -- Rachel's boss, an elegant, edgy, Englishman
	interrupts them.

				DUNCAN
		Congratulations.  Only forty minutes
		late.  You're handling this promotion
		really well Rachel.

				RACHEL
		Duncan.  My work is everything to me.
		This'll never happen again.  Now stand
		back -- this session's gonna make you
		remember why you hired me even though
		I wouldn't sleep with you -- Cooper
		let's get these penguins dancing --

	Duncan backs off, charmed by her ballsiness.  The music BLARES just
	then, and a penguin JUTS forward and NIPS the model.  The FLASH of
	the camera.  We FREEZE for a second, seeing the photo Rachel just
	took.  An Avedonesque portrait of a model being GOOSED by a penguin
	COLLIDING with a maitre'd who SPILLS his tray and the penguins seem
	to be POINTING and LAUGHING uproariously.  It's an inspired photo.

	INT. SCHOOL COUNSELOR'S OFFICE - 2:30 THAT DAY

	Jackie and LUKE HARRISON -- ruggedly handsome man, mid-forties,
	charming, disarming, and smart as they come.  They sit side by side
	on a couch across from RUTH FRANKLIN, an Elementary School Counselor

				MRS. FRANKLIN
		Mr. and Mrs. Harrison, while change is
		exhilarating for adults, it can be 
		quite challenging for a child.

	Luke's beeper beeps.  He ignores it; focuses on Mr. Franklin.

				LUKE
		I won't get that...It's fine.  Change.
		we were talking about change.

				MRS. FRANKLIN
		The fact that you two are remarrying
		obviously has Annabelle overjoyed...
			(they look at her,
			 dumbfounded)
		And she's very excited about your move to
		Switzerland.

				JACKIE
		She said we're getting remarried?

	Suddenly -- a long bell rings -- Jackie STANDS UP, startled.

				MRS. FRANKLIN
		Only a fire drill.  My concern is that
		Annabelle seems apathetic towards her
		work knowing she's leaving before the
		end of the semester.

				JACKIE
		Mrs. Franklin we're not --

				LUKE
		Planning on getting --

				JACKIE
		Remarried.  There is no move.

				MRS. FRANKLIN
			(trying to appear unfazed)
		Really?  Well then my concern for --

	Luke's beeper BEEPS again.  They talk right over Mrs. Franklin...

				JACKIE
		Are you here?

				LUKE
		I'm here.

				JACKIE
		Because you don't really seem here.

				LUKE
		I'm here.  I've got a case where they're
		this close to sequestering the jury but
		have I answered the goddamn thing?!

				JACKIE
		Something's up wi...

				LUKE
		You think I didn't get that?

	She cuts a look at Mrs. Franklin.

				JACKIE
		Excuse him.  He never learned how
		to turn the darn thing off.

	And reaches.  Does it for him.

				MRS. FRANKLIN
		I'm wondering if there's anything going
		on at home that could be intensifying
		Annabelle's need to create this fantasy?

	Long pause.  Then suddenly they both start speaking AT ONCE.

				LUKE
		I've been with someone for quite some
		time, and didn't feel it was appropriate
		for her to move in too quickly.  But
		after a lot of thought and careful
		discussion with her -- and the kids I
		might add -- she moved in last month.

				JACKIE
		Since our divorce Luke has seen a
		number of different women in three
		short years and without a lot of
		warning for the kids, he's now living
		with a woman half his age --

				LUKE
		Rachel's not half my age.

				JACKIE
		We're not discussing your age.

				LUKE
		Well, we're not discussing Rachel's
		age either.

				JACKIE
		They want to be with you Luke, they go
		to your house to be with their father.

				LUKE
		Jackie, they come to be part of my
		life.  Rachel is part of that life.

				MRS. FRANKLIN
		Mr. Harrison, I hear you talking about
		your life, your needs, but are you
		really in touch with what Annabelle
		needs?

				JACKIE
			(suddenly fierce)
		This man would walk thru fire for
		Annabelle, gladly, any day of the week.

				LUKE
		Napalm.

				JACKIE
		Except for last Thursday when Rachel
		forgot to pick them up --

				LUKE
		Jackie, she was five minutes late --

				MRS. FRANKLIN
		I'm wondering if Annabelle is responding
		to the underlying hostility that exists
		between Rachel and Mrs. Harrison...

				LUKE
		Of course she's responding to it.  You
		think it's easy for any of us?  You think
		it's easy for Jackie to watch her kids
		being looked after by someone who has
		half the experience she does?  Of course
		she's going to be hostile, irrational,
		and defensive.

				JACKIE
		Thank you Luke.

	Mrs. Franklin doesn't quite know what to say.  The bell RINGS.

				LUKE
		Thank you Mrs. Franklin.  Jackie?
			(they get up)
		This has been very valuable for us.  And
		I'll have a serious talk with Annabelle
		tonight.

				JACKIE
		It's Wednesday night.  She's at my
		house.  I'll talk to her.

				LUKE
		I'll call from work.  We can have a
		conference call.

				JACKIE
		You tried that last week and we were
		on hold forty-five minutes...

	And they're out the door.  You can hear the fight as it echoes down
	the elementary school hallway.

	EXT. SCHOOL, ENGLEWOOD, NEW JERSEY - MOMENTS LATER

	Jackie and Luke exit the pleasant suburban school.  Head for the
	parking area...

				LUKE
		You ask me that counselor's making
		a mountain out of a molehill...

				JACKIE
		I'm worried.

				LUKE
		Me too.

				JACKIE
		Luke, I need to switch next Friday for
		Thursday, so why don't you take the
		weekend...
			(pointedly)
		...that way you'll be there, and I'll
		pick up Monday, Tuesday, and Wednesday.

				LUKE
		Fine.  But I wanted to take the kids
		to work with me on Wednesday so I'll
		take Wednesday, and you can pick up
		that Thursday, Friday after soccer,
		and Saturday before riding.

				JACKIE
		Easy enough.

				LUKE
		Good...Well...Take care.

	As if on automatic pilot they move in to kiss each other goodbye
	then stop.  Each takes a step back.  15 years of hellos and
	goodbyes.  A beat.  A wave.  They head their separate ways.

	EXT. JACKIE'S HOME - NIGHT

	Establishing shot of Jackie's lovely home on its lovely street.
	Old trees.  Comfortable front lawns.  Safe and happy.  A place to
	grow kids, dogs, probably walruses, even.  We PUSH toward the warm
	glow from within this home...

	INT. JACKIE'S HOME - NIGHT

	Jackie setting the table.  Annabelle recording the moment with her
	omnipresent VIDEO CAMERA...

				ANNABELLE
		I didn't say that.  Why would I say
		that?

				JACKIE
		Well Daddy and I were thinking that
		sometimes people tell a story about
		what they wish would happen.

				ANNABELLE
		I don't want that to happen.  Why
		would I want that to happen?

				JACKIE
		Well you're telling your teachers and
		your friends --

				ANNABELLE
		Mass hysteria.

				JACKIE
		Maybe you're upset that Rachel moved in.

				ANNABELLE
		I'm not upset.  Why would I be upset?

				JACKIE
		Look if the truth is you don't feel like
		talking about this right now that's fine.
		But don't look me in the eye with a big
		smile on your face and lie to me.
		Cause there are only so many lies you're
		allowed to tell before it starts showing
		on your face.  You wind up looking like...

	She stops.  It's just too horrible.

				ANNABELLE
		Like who?

				JACKIE
		Well, he's not president anymore, so
		why be petty.

	Ben enters in white gloves and Jackie's scarf.

				BEN
		Pick a card.  Any card.

	Jackie picks a card.

				ANNABELLE
		It just slipped out.

				JACKIE
		It happens.

				ANNABELLE
			(a beat)
		What happens when he loves Rachel more
		than us?

				JACKIE
		That will never happen.

				ANNABELLE
		Never say never you always say that.
		I'll bet daddy's mad at me now.

				BEN
		Queen of diamonds.

				JACKIE
		Seven of clubs.  Nobody's mad we just
		want to talk about it.

				ANNABELLE
		I'm gonna call him.

				JACKIE
		Annabelle, daddy and I will always be there.
		That's one time always is always.  You
		can call him after dinner but...

	Annabelle RUNS out of the room.  Jackie watches her sadly.  Ben
	hits Jackie hard with his magic wand.

				BEN
		Poof!  You're happy now.

				JACKIE
		Thank you Ben.
			(unhappily)
		Annabelle!

	Ben finds himself alone in the kitchen.  He hits himself on the
	head, hard.  Poof!  He begins to serve himself dinner.  Alone.

	EXT. RESTAURANT, SOHO - NIGHT

	Rachel and Luke exit a neighborhood bistro.  Stroll down the
	street...

				RACHEL
			(irritated)
		Okay, if they're going to have a
		sauce, put something in it besides
		flour and chicken broth...

				LUKE
			(quietly)
		It was a veal stock, I thi...

				RACHEL
		Well, it wasn't a reduction like
		you do it!  Boiling down half a
		ton of bones...

	Luke is thinking of something.  She's watching that.

				RACHEL
		The way you cook.  If you could
		make love, I'd marry you.

				LUKE
			(softly)
		We have to talk.

				RACHEL
			(happy)
		Uh-oh.  I mention marriage, all
		of a sudden...
			(ominous Nazi Baritone)
		Ve haff to ta...

				LUKE
		I didn't want to spoil our supper...

				RACHEL
		You'd rather spoil our walk home.

				LUKE
		Yeh, it's cheaper.

	Okay, what?

				LUKE
		I just found out I have to go to
		Boston to get a deposition.  I might
		not be back until Saturday.

				RACHEL
			(mock horror)
		So I'll have to order in?

				LUKE
			(dropping the other shoe)
		We have the kids this weekend, so...

				RACHEL
			(softly)
		Jesus.

	He glances over...

				RACHEL
		I thought it was her weekend.  Do I
		ever see you alone?

	He draws a breath.  The concern is behind his eyes.

				LUKE
		Anyway, I thought...while I'm
		gone...maybe I'll hire in some help.

				RACHEL
		For what?

				LUKE
		Just a babysitter -- I mean...you're
		working...

				RACHEL
		I can take them to work with me -- I
		can shift things around --

				LUKE
		You don't need to.  I don't expect you
		to handle them yourself.

				RACHEL
		Can't handle them myself is what you
		mean.  Can't.

	Maybe she's right.  Because he doesn't say anything.

				RACHEL
		You don't trust me to be alone with
		them.

				LUKE
		I trust you of course I do but -- 

				RACHEL
		But?  But what?

				LUKE
		But you're not good at this.  Not yet.
		I'm sorry.

				RACHEL
		I know how responsible, caring adults
		parent children.  I'm bribe 'em.  But
		'em a dog or something.  Maybe a Doberman.

	He loves her.  But this problem is real.

				RACHEL
		Look.  I know they hate me.

				LUKE
		They don't hate you --

				RACHEL
		And what you're telling them is keep
		hating her -- keep up the good work --

				LUKE
		Nobody's telling them to hate you --

				RACHEL
		Really?  Look in your ex-wife's eyes.

				LUKE
		It's complicated for Jackie.  It's
		complicated for me...You don't have
		kids -- you don't understand --

				RACHEL
			(angry now)
		Oh right...So it's just complicated for
		you and Jackie -- for me it's pretty
		simple cause I just don't understand...

				LUKE
		No you don't.  And I'm not gonna
		screw with my kids heads right now --

				RACHEL
		You know I don't need another person in
		this family making me feel like an
		idiot...your ex-wife's doing a bang up
		job and I have to face it every Tuesday
		and Thursday and every other goddamn
		weekend and I just don't know how the
		hell you were married to her for so
		goddamn long!  Jesus what did you see in
		her?  I don't get it -- I just don't get
		it.

	They've reached their building.  As they enter...

				LUKE
		She's a great mother.

	INT. RACHEL'S AND LUKE'S LOFT - NIGHT

	The door of the freight elevator CLANGS open.  As Rachel and Luke
	step out into their loft, the phone is RINGING.

	She looks to Luke.  Then RUNS to SNATCH it up...

				RACHEL
		Hello?

	INTERCUT:  INT. ANNABELLE'S CLOSET - JACKIE'S HOUSE

	Annabelle with a phone in her closet.  Hearing Rachel, she hangs
	up.  A pink POST IT creeps under the door.  CAN I JOIN YOU FOR
	DESSERT IN THE CLOSET?  VANILLA OR CHOCOLATE YOGURT.  PLEASE CHECK
	ONE.

	INT. RACHEL'S AND LUKE'S LOFT - FRIDAY NIGHT

	The most beautiful little puppy in the world -- sitting in a puddle
	of pee on a hardwood floor.

				RACHEL
		Aw George...not again... who wants to
		help clean up this time?
			(overly zealous)
		Annabelle?

	She looks around -- completely exhausted.  It's late.  Annabelle is
	video taping the dog pee.  Ben's in the kitchen talking to himself.
	He pours and sprinkles, working intently on a MAGIC POTION.

				ANNABELLE
		Why do you make that face when you talk
		to me?
			(she imitates Rachel)
		And that voice you use...you think I'm 
		deaf or something?

	Ben ZAPS the magic potion theatrically with his fingertips.

				RACHEL
			(reaching for her)
		I'm sorry, okay?  Let's not fi...

				ANNABELLE
		Don't touch me!  I'm allergic to you!

	She starts sneezing furiously and scratching.  Ben comes out of the
	kitchen carrying a steaming cup of potion.

				BEN
		"Those who travel far and near this
		will make you DISAPPEAR!"

				ANNABELLE
		I have to work on my video project!
		Don't follow me!  I can put myself to
		bed.

	She races upstairs.  Rachel follows.  So does Ben.  And George.

				BEN (O.S.)
		Excuse me --

				RACHEL
			(following into 
			 Annabelle's room)
		Annabelle let's get something clear.

				ANNABELLE
		I don't have to listen to you!  You're
		not my mother.

				RACHEL
		Thank God for that!

	She leaves the room SLAMMING the door behind her.  Takes a breath,
	turns, and walks back in.

				RACHEL
		What I meant and perhaps I didn't say
		it well was you have a great mom.  You
		don't need another one.  But when
		you're at this house --

				ANNABELLE
		This is my daddy's house --

				RACHEL
		This is my house too!

				ANNABELLE
		And this is my room so get out!

				BEN (O.S.)
		Excuse me.

	Rachel throws open the door.  Ben stands there innocently.

				BEN
		I made you some cocoa.  See?

				RACHEL
		Thank you Ben.  That was so sweet of
		you.
			(pointedly to Annabelle)
		Goodnight Annabelle.  Sweet dreams.

	Rachel leads Ben to his room.  With Rachel safe out of sight,
	Annabelle takes the puppy into her arms and cuddles it.

	INT. BEN'S ROOM - RACHEL'S AND LUKE'S HOUSE - NIGHT

	Rachel, dead on his feet, reads "Goodnight Moon" to Ben.

				RACHEL
		"In the great green room there was a
		telephone and a red balloon..."

				BEN
		Aren't you going to drink your cocoa?
		It's the good kind.

				RACHEL
			(faking a big sip)
		Mmmm!  Tasty.  You're a master chef Ben.
		Just like your dad.

	Ben points to the book -- she 'reads' skipping pages, a hundred
	miles an hour desperate to get to the end of the book.

				RACHEL
		"Goodnight moon, goodnight hush,
		goodnight mush, goodnight goodnight
		goodnight Gracie -- Goodnight Ben!

				BEN
		No!  You're cheating -- you have to start
		from the beginning and you have to read
		the whole thing I can't sleep otherwise.

	Ben's eyes are glued to her.  She lays down next to him, yawns.

				RACHEL
		"In the great green room there was a
		telephone and a red balloon..."

				BEN
		"And a picture of the cow jumping over
		the moon..."

				RACHEL
			(laying head down)
		That's nice Ben.

	Ben reads until Rachel's asleep.  He looks at her in AWE.

				BEN
		Rachel!  Rachel!

	No response.  Rachel's really asleep.  He lifts her head.  It flops
	down!  In HORROR he jumps off the bed and with a quick look back,
	races from the room, and...

	...DARTS down the hallway, BUMPING into walls -- He LEAPS inside
	Annabelle's room, SLAMMING the door behind him.

				ANNABELLE
		Ben!  What's wrong?

				BEN
			(triumphantly)
		I killed her!

	Ben and Annabelle gape at one another, stunned.

	EXT. JACKIE'S HOUSE - MORNING

	Rachel pulls up FAST in Luke's Grand Cherokee.  As she SCREECHES to
	a stop, the kids pile out with their gear.

	Rachel takes an anxious look toward Jackie's place.  Here we go.

	INT. JACKIE'S KITCHEN - MORNING

	The clock reads 8:10.  Rachel and the kids enter.  Annabelle's hair
	is brushed forward, hiding her face.  Ben is ebullient.  Jackie's
	edgy, ready to snap.

				JACKIE
		How do you hold down a job?  It's 8:10.
		You were supposed to be here at 7:00.
		She's missed her sunrise Groom'n Ride.

				RACHEL
		This is Friday, her riding lesson is
		on Tuesdays. 
			(pulls out post it)
		I got it right here...

				JACKIE
		Every Tuesday except the 3rd Tuesday of
		the month when it's switched to Friday
		except in April when she rides on
		Thursday.  It's not that hard.  Didn't
		you have a mother?

				RACHEL
			(flinching)
		Can I please have a cup of coffee?

				JACKIE
		We don't have any coffee.

				RACHEL
		What is this?  The Betty Ford Center?

				JACKIE
		Annabelle, how's your video rep...

	Annabelle RUSHES past her.  Ben saunters off after his sister.
	Jackie turns to Rachel, accusingly.

				JACKIE
		What happened with Annabelle?  Has
		nothing I said gotten through to you?

				RACHEL
		Maybe you could back off just a little
		bit --

				JACKIE
		What did you do?

				RACHEL
		Nothing.  Look, I want to talk to you
		about...well...Luke said to ask you...

	Jackie's edge sharpened by Rachel's unease.

				RACHEL
		See, the place where I can connect
		with Annabelle is my photography.
		Because she loves video and all...

	And...?

				RACHEL
		She's been talking about this little
		editing machine, it's only...

				JACKIE
		...a ridiculously expensive and
		inappropriate item, which her father
		and I have already told her she is far
		too young to own.  But you apparently
		want to buy her forgiveness, with...

				RACHEL
			(had enough)
		Forgiveness?  For what, exactly?

	Silence.

				JACKIE
		How much time have you got?  Let's
		start with this morning.  Why did she
		run from this room?

	Long beat.  Then, Rachel looks dead on at Jackie.

				RACHEL
		Luke was in the shower this morning and
		Annabelle sort of walked in without
		knocking.

				JACKIE
		I'm sure that didn't upset her.
		Everyone in our family takes showers.

				RACHEL
		I was in there in him.

	The air is thick with tension.

				JACKIE
		Did you or Luke talk to her about it
		afterwards?

				RACHEL
		No.  I thought it might be uncomfortable
		for her --

				JACKIE
		You mean for you.  A 10-year-old girl is
		coping with the fact that her father is
		never coming back to live with his
		family.  She sees her father naked with
		another woman for the first time.
		And you think it's best for her if every-
		one pretends it didn't happen?
			(turning away)
		This isn't going to work out.

				RACHEL
		You're damn right.  I'm gonna sick of
		your imperious bullshit.  I never said I
		was Betty Fucking Crocker.  If every time
		life hits her in the face you want to
		have a 12 hour talk every third Friday
		or the month -- go ahead!  I have a life!

				JACKIE
		Oh and I don't because I have a children?!
		The problem is you're too self-involved
		to ever be a mother.

				RACHEL
		Maybe the problem is your kids.  Maybe
		they're spoiled, coddled brats!

				JACKIE
		Get out!

				RACHEL
			(holding up Post Its)
		But it's not on the schedule!

				JACKIE
		You got to hell!

	Jackie turns away, storming out of the room.

				RACHEL
		Ah Ah Ah!  You owe me a quarter --

	INT. YMCA KITCHEN - DAY

	Luke stands in an apron before Annabelle's Girl Scout Troop,
	rolling out a large pie dough.  They imitate his every move.

				LUKE
		Now Ladies, the secrets to a great pie
		is the crust.  And the secret to a
		great flaky pie crust comes from less
		flour and more...what?

				ANNABELLE
		Ice cold water.

				LUKE
			(adoringly)
		That's my girl...

	Rachel watches from a corner.

				LUKE
		Blueberry pie must be topped with vanilla
		Haagan Daz and/or creme fraiche...now the
		secret to a great creme fraiche is...

				ALL THE GIRLS
		Orange peel!

				LUKE
		...which also is the secret to...

				ALL THE GIRLS
		French toast!

				LUKE
		Now don't forget to teach your fathers
		that.  Next week...apple brown betty!

	He takes off his apron and walks toward Rachel as the girls file
	out...

				RACHEL
		She said no.

	He doesn't even know what she's talking about.

				RACHEL
		The editing machine.  I mean,
		Annabelle would have really loved it.

	She looks down.

				RACHEL
		It would have been great for us,
		so obviously, Jackie just...

	Eyes down.  Choosing her words.

				RACHEL
		She's really a difficult person...

	Looks up.

				RACHEL
		Best thing ever happened to you was
		her throwing you out on your butt.

	An afterthought...

				RACHEL
		Not that I have a personal stake
		in it.

	He comes and kisses her.

				LUKE
		Get ready.  To get really mad.

				RACHEL
		Uh.  Annabelle's video report has been
		switched again.

				LUKE
		Not yet.

				RACHEL
		Hey, I sold my body to Satan to clear
		Friday at two o'clo...

				LUKE
		We have the kids.  Next weekend.

	WHAT???

				LUKE
		And it's my call.  I promised them
		water-skiing, instead o...

				RACHEL
			(quiet pain)
		Our weekend.  At that sweet little
		B & B.

	He puts his arms around her.

				LUKE
		And the evil part is.  I am so stoked
		about the water-skiing.  I can't wait.

	He tastes her mouth.  And again.  A sweet, hot moment.  Her fingers
	trace up his neck.  To his hair.

				RACHEL
		No, this is good.  Celibacy is
		healthy.  For a guy your age.  You'll
		get used to it.

	From the kiss that follows.  He won't have to.

	INT. JACKIE'S KITCHEN - DAY

	CLOSE ON an ANSWERING MACHINE.  IT CLICKS, WHIRLS, and...

				RACHEL (O.S.)
		Hi, it's the trophy bimbo.  Annabelle's
		teacher called, and her video report
		is being moved up to 8:30 tomorrow.
		Sorry to deprive your step aerobics
		class of their role model.

	Pause.  PULL BACK to see...

				RACHEL (O.S.)
		Anyway.  I'm sorry I lost my temper
		the other day.  And I'm sure you are,
		too, so...

	...BEN, looming over the hardware.  Fingers poised above the
	buttons, and he...

				RACHEL (O.S.)
		...no, apology necessa...

	...strikes!  Playing all the keys at once.  Like chords on a baby
	grand.

	INT. CLASSROOM - MORNING

	CLOSE on a small TV MONITOR, the angelic face of 10-year-old TAMARA,
	practicing for the Miss America Diplomatic Interview, circa 2009...

				TAMARA
		Well, I I had a million dollars...
		I would use it to...feed all the
		precious hungry children of the world.
		And bring about total world peace.

	PULL BACK to see the class and teacher watching raptly.  Filmmaker
	Annabelle in the seat of honor next to her proud father.  Rachel in
	the back of the room, anxiously looking at the back door.  While on
	screen...

	...another face.  JARED, bad as he wanna be...

				JARED
		A million big ones.  Oh.  I'd buy
		about a thousand babes.  Not to do
		anything bad, I mean.  Just to hang
		with.

	Near the monitor, Annabelle's eyes are also furtively cutting to
	the classroom's back door.  On screen now...

	...the handsomest 10-year-old since DiCaprio.  BRAD the Dreamboat.
	Stares soulfully at the camera.  Murmurs...

				BRAD
		Well, first off, Annabelle.  I'd
		give half of it.  To you.

	The class OOOOOS, WHISTLES.  Annabelle flushes, but she clearly
	likes it.  Brad grins a Redford grin her way.  And through the back
	door BURSTS...

	...a harried, disheveled JACKIE.  Still in workout clothes.  As on
	screen...

				ANNABELLE
		There you have it.  Now ask yourself
		...what would YOU do?

	The screen goes BLACK.  The class, teacher and especially Luke
	ERUPT with APPLAUSE.  So does Jackie, who has locked eyes across
	the room with her mortally-wounded abandoned daughter.  Then
	Jackie's eyes CUT TO...

	...Rachel, a deer in headlights.  Death by Army ants would be too
	kind.

	INT. SCHOOL HALLWAY

	Annabelle, Luke and Jackie GLARING at Rachel, who looks awkwardly at
	her feet.  KIDS stream past, unaware of the gravity of the moment.

				JACKIE
		Machines do not EAT message.

				RACHEL
		Look, I...

				JACKIE
		Of all the cheap excuses.  To break a
		child's heart.

	The jury is in.  There is no appeal.  Jackie takes her daughter's
	hand.

				JACKIE
		Don't worry, sweetie, there's still
		the Harvest Pageant.  And you are
		the lead vegetable...

	Said with bottomless pride.

				JACKIE
		And nothing.  And no one.  Can
		keep me away.

	One laser look at Luke. This bitch is your responsibility.  And
	she leads her baby off.

	EXT. JACKIE'S HOUSE - DAY

	A parked VAN, packed with SNOWBOARDS and ski gear.  No people.  PAN
	across the suburban lawn to...

	...Luke, dejected, at Jackie's door.  Rachel nearby, still peers
	into the window of an unlit, empty house.  A cellular phone RINGS.
	Luke WHIPS it out, like the Governor's pardon hangs in the
	balance...

				JACKIE (O.S., from carphone)
		You paged us?

				LUKE
			(distraught)
		Where are you?

	INTERCUT throughout...Jackie on her cellular, herding the kids
	toward a CIRCUS TENT...

				JACKIE
		Just outside the big top, we're
		almo...

				LUKE
		You're WHERE?

				JACKIE
		At the Big Apple Circus, it's the
		only big top I know.  I said I'd
		get 'em back tonight...

				LUKE
		Jackie, we were taking them water-
		skiing for the whole weekend!

				JACKIE
			(innocent)
		...until the plan changed, when
		Jessie's mom gave us these tickets.
		What, Rachel. 'forgot' I told her?

	Luke's eyes DART to an uncomprehended Rachel.  She's never seen
	him this angry.

				JACKIE
		Don't tell me.  Another machine ate
		another message?  Boy, there's a lot 
		of that going around!  Put her on, huh?

	A beat.  He hands the phone to Rachel. She brings it to her ear...

				RACHEL
		Yeh?

				JACKIE
		Think twice.  Before you ever pull
		that again.

	CLICK.  The line is dead.  And so is Rachel.

	EXT. CENTRAL PARK CASTLE - DAY

	A glum Annabelle and Ben sitting on a bench watching Rachel at her
	photo shoot, George between them.

	A beautiful WOMAN appears in the turret -- she lets down her hair --
	a modern day RAPUNZEL -- her golden locks fall 17 feet -- now a BURST
	of yellow -- as a hundred YELLOW CANARIES fly out from her mane!  A
	beautiful MAN begins to CLIMB the hair.  FLASH!  The man DANGLING
	in mid air surrounded by canaries.

	Rachel works with intense concentration.  It's been hours.
	Annabelle and Ben are completely bored.

				RACHEL
			(to Cooper)
		The timing was off -- I need this light.

				ANNABELLE
			(to herself)
		Just where I wanna be all Saturd...

				RACHEL
			(to everyone)
		Hold lunch!

				ANNABELLE
		But we're hungry -- and I have to pick
		up my costume for the pageant!  It
		starts at seven!

				RACHEL
		It's only one o'clock...Why don't you
		get another Fudgesicle -- I'll be done
		soon -- really soon.

	Annabelle and Ben.  Rolling their eyes.

	LATER...Annabelle asleep on the bench.  Rachel stands over her, a
	canary on her finger.

				RACHEL
		Lunch time Sleeping Beauty.  Where's
		Ben?  Is he in the bathroom?

				ANNABELLE
		I don't know...I feel like I'm gonna
		throw up.

	EXT. PARK MEN'S ROOM

	Annabelle stands with Rachel by a line of empty urinals.

				ANNABELLE
		What if he's kidnapped?

				RACHEL
		He's not kidnapped he's -- he's just
		hiding -- he's just -- BENNNN?  GODDAMMIT!

	Panicked, she grabs Annabelle's hand.

				ANNABELLE
		Don't touch me!  You bring bad luck!

	Rachel.  Starting to believe it.

	INT. CASTLE TOWER - MOMENTS LATER

	Breathless, Annabelle and Rachel CLIMB the castle stairs when they
	hear WHIMPERING -- Rachel follows the whimpering -- RUNNING --

				RACHEL
		Ben!  Ben we're here!  BEN!

	In the corner of the tower we see GEORGE staring up at her.  But
	Ben is NOWHERE to be found.

				ANNABELLE
		He's gone forever and I'm gonna miss
		the pageant.

	Rachel once more.  Her life flashing before her eyes.

	EXT. POLICE STATION, CENTRAL PARK - LATER

	Jackie BLASTS up in the Volvo, SLAMS to a stop in a non-spot, RACES
	into...

	INT. POLICE STATION - DAY

	Jackie RUNS through the police station moving down corridors past
	desks until she sees BEN sitting with TWO POLICEMEN on a bench.
	She holds him to her chest, shaking.

				JACKIE
		Ben!  Oh my Ben!  Are you alright?

				BEN
		I knew where I was all the time.

	INT. AUDITORIUM - THAT EVENING

	Ben sits between Jackie and Luke holding each of their hands.
	Rachel sits on the other side of Luke; all waiting for the Harvest
	Pageant to begin.  It's horribly tense.

				RACHEL
			(sincerely)
		Jackie?  I am so sorry about today I
		really fucked up royalty.  When you
		called Luke I was so goddamn relieved --

	Luke elbows her with an "We're in an Elementary School" elbow.

				RACHEL
		No I did -- I know I did -- I screwed 
		up.  I feel like such an asshole...

	Jackie lifts Ben onto her lap, holding him tightly.  She turns and
	faces Rachel, claws bared.

				JACKIE
		Shhhhhh!

	The lights go down.  They sit pretending the other is not there.

	On stage -- The class is dressed as the harvest PRODUCE.  Annabelle
	is the CORN.  Each FOOD DISH steps forward and introduces itself.
	Annabelle rehearing her line over and over.

				ANNABELLE
		"Hello!  I am Maze.  But you can call
		me Corn.  Hello!  I am..."

	Inside her costume, her breathing is sharp.  She stands very
	straight, very bold.  A brazen ear of corn.  She steps forward.

				ANNABELLE
		"Hello!  I am...

	Rachel POPS UP next to the stage with her huge PROFESSIONAL CAMERA
	and giant flash.  Her camera FLASHES three times, quickly.  After
	each flash, we see the picture for a split second, Annabelle.  A
	TERRIFIED ear of corn.  A LOST ear of corn.

				ANNABELLE
			(blinks, disoriented)
		Um...I'm...I'm...Oh...

	In the audience, Jackie is willing her daughter a recovery.  Sees
	instead, a completely DEVASTATED ear of corn.

				ANNABELLE
			(exploding in tears)
		Oh forget it!

	She runs offstage amidst laughter and applause.  Luke looks over at
	Jackie but she and Ben have already left their seats.

	EXT. AUDITORIUM FOYER - NIGHT

	Jackie comforts Annabelle.  Ben watches closely, getting caught up
	in his sister's sadness.  Luke and Rachel approach.

				ANNABELLE
		I hate her.  I really hate her.

				LUKE
		There you are!

				ANNABELLE
			(covering her face)
		Don't take my picture!

	She starts to cry.  Ben's lip quivers, his eyes well up.

				JACKIE
		Annabelle doesn't really want to talk
		to you right now.

				RACHEL
		I'm sorry I didn't mean to break your
		concentration.  I thought it would be
		a nice moment to rememb...

				ANNABELLE
		I don't ever want to remember this!

	A TURKEY approaches.

				TURKEY
		They're taking a picture of the
		Produce, we need the Corn.  C'mon
		Annabelle.

				JACKIE
		See?  No one's laughing at you.  Your
		friends want you to join them, Anna-
		belle.  Corn is a very important part
		of the Harvest Produce.  Now Ben, walk
		your sister over to the Yams.

	Ben takes Annabelle's hand.  When they are gone...

				RACHEL
		Jackie, if I thought for one moment...

				JACKIE
			(lighting into Luke)
		You listen carefully because I am only
		going to say this once.  That woman has
		nothing more to do with my children.

				LUKE
		Our children.

				JACKIE
		Do you realize what could have hap-
		pened to your son today?  How lucky we
		are the police found him before some
		lunatic did?  He could have been...

				LUKE
		But he hasn't.  He wandered off.  I
		know it's terrifying.  I can imagine
		how you felt when that call came -- But 
		it happens.
		
				JACKIE
		Not to me.

				LUKE
			(soft, reasonable)
		Jackie, you've made mistakes -- We all
		make mistakes --

				JACKIE
		I'm not gonna wait around to see the
		next one.  I'm not gonna watch my kids
		fall through the cracks of this
		arrangement.  I'm seeing a lawyer.

				LUKE
		Jackie stop.  We promised we never go
		there.

				JACKIE
		We've broken a lot of promises,
		haven't we Luke?

				RACHEL
		Why are you taking this out on him?

				LUKE
		Rache, get out of th...

				RACHEL
			(still to Jackie)
		You haven't done one goddam thing to
		make any of this easier...

				JACKIE
		I am not here to make it easier for
		you.  These are my children.  They
		don't want to be with you.

				RACHEL
		Well, maybe they would if they thought
		it was okay, with y...

				JACKIE
			(poking Luke's chest)
		A court order is gonna say that woman
		is never alone with my children!  Ever 
		again!  Do you HEAR that?

	All of New Jersey heard that.  On the silence that follows, she
	stalks off.  The mother lion.  Doing what she has to do.

	EXT. NORTH VALE STABLES - DAY

	Jackie and her children ride HORSES side by side through a perfect
	Fall afternoon.  Our riders look about alertly, as if patrolling
	enemy territory.

				ANNABELLE
		Guinevere, Godiva, I sense enemy
		sol...

				BEN
		I don't want to be Lady Godiva 
		anymore, no matter how much I like
		chocolate.  I want to be a stud.

	In distance, a gaggle of GROUNDSKEEPERS.  Jackie points these out
	to Ben, without missing a beat...

				JACKIE
		Lord Nelson, Napoleon's troops.  I
		fear for the women and the property
		values.

				ANNABELLE
		I'll ride ahead.  Nelson, protect the
		Queen...

	And she canters off, blood in her eye.  Alone now with his mom, Ben
	has something serious on his mind.

				BEN
		Mommy?  It's not Rachel's fault I ran
		away.

				JACKIE
			(doesn't turn)
		No, that's your fault.  It's her fault
		for not watching over my precious son,
		as if it were her priority.  Which
		means, the most important job.

				BEN
			(thinks about this)
		Rachel's job is she works.

				JACKIE
		Ben, mommies work too.  They work very
		hard.  Mommy works harder as a mom
		than she did when she was working.  I
		just don't get paid.

				BEN
		Does Rachel make a lot of money?

				JACKIE
		People like Rachel who only think about
		themselves often do make a lot of money.

				BEN
		I think she's pretty, Mommy.

				JACKIE
		Yes...if you like big hair...

				BEN
		Mommy?

				JACKIE
		What honey?

				BEN
		If you want me to hate her I will.

	On Jackie.  Stunned.  Her lips part for an answer.  But she hasn't
	got one.

	EXT. JACKIE'S HOUSE - NIGHT

	Luke pacing around on the path through Jackie's front lawn.  Jackie
	exits the house, alone.  Stands on the porch.  And they stare at
	each other.

				JACKIE
		You know, you can come inside the
		house.

	He looks at the end of his rope.  She walks down to him.

				LUKE
			(quietly)
		Did you see the lawyer?

	Oh.  Well...

				JACKIE
		Called him.  We set an ap...

				LUKE
			(almost a whisper)
		Don't do this.

	So vulnerable.  The air comes out of her.  We see how much she
	still cares for this man.

				JACKIE
		You're saying, don't make the kids
		a football, don't put them through a
		war.  But I'm doing this for their
		well-being.

				LUKE
		Partly.  But partly, you're mad.

	Staring.  At each other.

				LUKE
		You know the kids aren't really in
		danger.  This is about Rachel, and
		you're right, I'm disappointed in her
		learning curve, and...

				JACKIE
		Slugs.  Have faster learning curves.
		Trees, even.

	He takes a breath.

				LUKE
			(here it is)
		I'm afraid she's going to walk.

				JACKIE
		And I'm supposed to care.

	He reaches out.  Takes her hands.

				LUKE
			(softly)
		About me, yeh.  Like I care about you.

	She looks in his eyes.

				JACKIE
		Like you cared about me three
		years ago?

	He shrugs.  Looks saddened by that.

				LUKE
			(softly)
		Hey.  You kicked me out.

	And just this once.  With all that's happened.  Jackie needs to
	say...

				JACKIE
		Maybe you should talk to your
		daughter, about why.  She seems to
		have missed that part.

	Now he looks ashamed.  And sorry from his heart.

				JACKIE
			(softly)
		Forget I said that.

	He has to tell her...

				LUKE
		This thing with Rache.  I need this.
		I don't want to lose her.  And I will
		see to it that the kids don't suffer.
		Help me, huh?

	Help me.

				LUKE
		I'd do it for you.

	Yes, he would.  Despite everything, she knows that.

				JACKIE
		One last chance, don't make me
		regret it...

	Her voice tried to be tough.  But the tension showed through.

				JACKIE
		...or you will, too.

	A last look.  She walks slowly.  Back toward the house.

	EXT. CAR POOL LINE, ELEMENTARY SCHOOL - AFTERNOON

	The last cars are pulling away.  No kids left, except the ones
	shooting hoops.  Except.  On the low brick ledge by the flag
	pole...

	...Annabelle sits.  Alone.  Quietly freaking.

	INT. RACHEL'S STUDIO - AFTERNOON

	Rachel and Cooper sit on a bare floor SURROUNDED by countless
	PROOFS of FLYING CANARIES.  An assistant brings a cell phone to
	Rachel, who holds it in place with her shoulder, as she frantically
	sorts through the prints...

				RACHEL
			(into phone)
		...no, no, that is not possible.  You
		must have the wrong little gir...

	Stops.

				RACHEL
			(into phone)
		...because Annabelle's mother never
		forgets, is never late, is never
		imperfect.  So that's some other kid
		sitting on the curb by the car pool li...

	Listen.  All the air comes out.  She looks around, sadly, at all
	the work surrounding her.

				COOPER
		May I remind you that Duncan has the
		client arriving at exac...

				RACHEL
			(into phone)
		Sure.  I was just doin' my nails.

	INT. RADIOLOGY LAB - AFTERNOON

	A cavernous sterile room.  A horrible METALLIC HAMMERING sound.
	PAN to see that it comes from...

	...a white cylindrical TUBE.  Bare feet protrude.  An MRI is in
	progress.  The sound stops.  The body SLIDES from the tube, a woman
	in a hospital gown.  She is Jackie.

	She blinks at the light.  Her eyes are drawn, a million miles away.
	A lot on her mind.  A TECHNICIAN enters the room...

				TECHNICIAN
		Your paper went off during the
		procedure.  Do you want the number?

	Jackie turns, suddenly focusing...

				JACKIE
		Wait...what time is it?

	INT. PRINCIPAL'S OFFICE - AFTERNOON

	Annabelle sits glumly, refusing to eat some chips from the bag in
	Rachel's hand.  Rachel's voice is low, soothing.  Dare we say,
	maternal...

				RACHEL
		Hey, sea salt and vinegar, I know
		this is your fave.

	Annabelle keeps her eyes down.  This is more than a sulk.  She
	seems fairly unglued.

				RACHEL
		C'mon, these are the Bomb, I prom...

				ANNABELLE
		Now could she just...forget me!

	Looks up.  Eyes desperate.

				ANNABELLE
		I mean, that's something you would do!

	Rachel stares back.  Eats a chip.  Decides...

				RACHEL
			(softly)
		Tell ya the truth?  I did.

	The kid blinks.  A non-compute.

				RACHEL
		Your mom had to...help a friend with
		this...emergency?  And she called me.
		And we switched days.  Then, I got
		stuck on my shoot, and...

				ANNABELLE
		MOMMY!

	Rachel WHIRLS to see JACKIE filling the doorway, Annabelle flying
	to her mother's arms.  The women's eyes meet.  How much did she
	hear?

	INT. JACKIE'S BATHROOM - NIGHT

	Jackie brushing out Annabelle's hair.  Jackie's eyes are distant.
	Annabelle watching in the mirror.

				ANNABELLE
		Are you worried about your friend?
		With the emergency?

	Jackie's eyes come back to focus.  Hmmn?

				JACKIE
		Oh, I'm waiting on some news, that's
		all.  Say.  Can I ask you why you
		never asked me something you probably
		asked Daddy anyway?

	And she smiles.  Real carefree.  So Annabelle smiles back.

				ANNABELLE
		You can try.

	More brushing.  Gentler, slower strokes.

				JACKIE
		Daddy was washing Rachel.  In the
		shower.  What did you think that was
		about?

				ANNABELLE
		Sex.  Of course.

	Oh.

				JACKIE
		Well, not exactly s...

				ANNABELLE
		Why does Rachel scream?

	Does she mean what Jackie thinks she means?

				JACKIE
		Scream.

				ANNABELLE
		During sex.

	Oh.  Again.

				JACKIE
		How would you know sh...

				ANNABELLE
		I live.  In the same country.

	Her mother laughs.  Encouraged...

				ANNABELLE
			(imitating)
		Oh God oh God Oh God oh God oh God
		Oh...

				JACKIE
		...why do you think?

				ANNABELLE
		Because it feels really incredibly
		good.

	Jackie moves around.  Leans to stare in her eyes.

				JACKIE
		So why are you asking me?

				ANNABELLE
		I like talking about it.  At least,
		to you.

	The look holds.  Almost a bittersweet smile plays on Jackie's lips.
	She leans to kiss her daughter's head.

				JACKIE
			(a murmur)
		Same here, huh?

	INT. RACHEL'S DARKROOM - MORNING

	TOTAL DARKNESS -- Slowly an IMAGE APPEARS -- Floating in a pool of
	water.  It's a photo of a child's FEET.  Only the wrong shoe is on
	the wrong foot.  Suddenly, KNOCKING...

				RACHEL
		Hold on!  Don't let the light...

	Jackie enters, leaving the door wide OPEN.

				RACHEL
		...in.

				JACKIE
		I'm sorry.  Look, I'm not real
		comfortable being here, but...

				RACHEL
		I don't recall inviting you.

	Silence.

				JACKIE
		I overhead what you told Annabelle.
		The lie.

	Unreadable faces.  What are they feeling?

				RACHEL
		I have a snoop.

				JACKIE
		I didn't need you to take the blame
		for me, I'm quite...

				RACHEL
			(simply)
		I didn't do it for you.  Believe me.

	And Jackie.  Finds that interesting.

				RACHEL
			(shrugs)
		She already hates me.  You've seen to
		that.

				JACKIE
		You're not terribly good at taking
		care of h...

				RACHEL
		I need practice.

				JACKIE
		Those are my children you're
		practicing on.  They deserve first-
		rate care.  Every minute.  Of every
		night.  And every day.

	More silence.

				JACKIE
		So why did y...

				RACHEL
		I did it for her.

	Straight to her eyes.

				RACHEL
		Poor kid has to believe in someone.
		Even if it's you.

	Nothing friendly about it.  But Jackie hasn't come seeking
	friendship.

				JACKIE
		I have an appointment this after-
		noon.  I need someone to take them
		to the park.

				RACHEL
		What?  And have Federal agents jump
		out of the bushes with court orders?
		How many years do you get in this
		state for giving second-rate care to
		minors?

	Hard looks.  All around.

				JACKIE
		However many.  It's not enough.

				RACHEL
		I'm already on thin ice.  Yesterday,
		I actually thought my boss was going
		to fire me.

				JACKIE
		Fine, forget it.

	But neither of them wants her to.  A Mexican Standoff.  Until
	Jackie empties her huge purse on the counter.

				JACKIE
		Bandaids for cuts.  Bandaids for new
		shoe blisters.  Packet of Wash n Dri's.
		Kleenex.  Sugar free lollipops, potty
		seat covers for public restrooms...

				RACHEL
		Why not just bring the whole toilet?

				JACKIE
		Ben likes to be read to.  Do you know
		Dr. Seuss...?

				RACHEL
		Not personally.

				JACKIE
		Do you have a word limit you need to
		hit every day or can I finish?

	This silences Rachel.  Jackie hands her a Post It.

				JACKIE
		Here's their schedule for this after-
		noon.  I'll meet you at the park at
		five.  All I ask is that they're alive
		when I get there.

	A beat.

				RACHEL
			(dry)
		Thank you.

	And scoops up the parenting paraphernalia.

				JACKIE
			(drier)
		Thank you.

	And walks out the door.

	INT. STUDIO CORRIDOR - MORNING

	Jackie stands outside a door.  Deciding.  She knocks and enters...

	...Duncan's office.  He sits behind his desk, across from a client.
	Both men looking up at this stranger.

				JACKIE
		Mr. Samuels?  Forgive the intrusion,
		I'm Jacqueline Harrison, and...

	The sweetest smile she's got.  Which is pretty good.

				JACKIE
		...well, I just wanted to thank you.
		For your generosity.

				DUNCAN
			(a beat)
		Gener...

				JACKIE
		...my daughter had a terrible
		emergency yesterday.  My husband and I
		couldn't be reached, and...your Ms.
		Kelly came to Annabelle's rescue.

	Confides...

				JACKIE
		I'd hate to think what might have
		happened.

	Shakes her hand.

				JACKIE
		She told me that you were so suppor-
		tive, even at great inconvenience to
		your business, and...

	An amazing smile.

				JACKIE
		It's wonderful to see a successful
		man.  With that sense of priorities.

				DUNCAN
			(longer beat)
		Well...under the circumstances...

				JACKIE
		If I can ever repay your kindness.  It
		would be my great pleasure.

	Backing out the door...

				JACKIE
		...and your Ms. Kelly?  A remarkable
		young woman.

	The client is beaming.

				DUNCAN
			(clearing his throat)
		We think so.

	INT. DOCTOR'S OFFICE - AFTERNOON

	CLOSE on Jackie, looking down.  She seems to be staring at
	something in her lap...

				JACKIE
			(quiet anger)
		I don't even know what that means.
		Spread.  That is very unclear.

	...but there is nothing there.  Her lap is empty.  Except for her
	unnaturally still hands.

				FEMALE VOICE (O.S., gently)
		I means we found some cells.  In your
		lymph nodes.  In three of them.

	The hands come together.  Slowly, deliberately.  Stating to anyone
	who would watch that there is no panic here.

				JACKIE
		But the other time.  You said you got
		it all.  So you could be wrong again.
		One time, you say one thing, then...

				FEMALE VOICE (O.S.)
		The other time.  Was a year ago.

	The air comes out of Jackie.  In a thin, slow, precise stream.
	Everything, her very breath.  Under complete control.

				FEMALE VOICE (O.S.)
		That was a tiny lump in the breast.
		We radiated, we thought we had it
		all. We were hopeful.  But there
		were no guarantees.

	Silence.  Jackie's eyes stay on her folded, still, hands.

				JACKIE
		But we can beat it.

	PULL BACK to see the small, neatly kept office.  DR. SWEIKERT is
	50, slender, elegant, kind.  The doctor you want when you're dying.
	Jackie looks up to her.

				JACKIE
		People beat it, don't they?  All
		the time.

				DR. SWEIKERT
			(straight)
		Every day.  More and more.

	Jackie swallows.  The confirmation of hope has allowed some of the
	fear to show.

				JACKIE
		So we'll...radiate some more?

				DR. SWEIKERT
		At first.  Then, after awhile, some
		chemo.

	A blow.  Jackie absorbs this.

				JACKIE
		That's necessary, huh?

				DR. SWEIKERT
		Let's take our best shot.

	Jackie nods.  Staring at the woman.  Then, to break the spell...

				JACKIE
		I guess a no-hair day beats a
		bad-hair day.

	The doctor smiles.  Jackie looks at her watch...

				JACKIE
		I have to get dressed.  My ex-husband
		has asked me to dinner.  God knows
		why, he was very mysteri...

				DR. SWEIKERT
		Have you still never told him?

	A flash of the anger flickers.

				JACKIE
		Why would his worry?  Or my children's
		worry.  Or anyone's worry.  Help the
		sit...

				DR. SWEIKERT
			(very soft)
		Sooner than later.  You really need
		to.

	That brings a silence.  A shading of defiance to Jackie's features.

				JACKIE
		You don't burden others needlessly.
		That's how I was raised, Doctor.

	Hold the look.

				MR. SWEIKERT
		Maybe at dinner tonight.  Think
		about it.

	INT. JACKIE'S BATHROOM - DUSK

	Jackie is getting dressed in front of the mirror, her eyes distant,
	in spite of her attempts at control.  Annabelle is watching her
	like a hawk.  We see Ben in the BACKGROUND -- sawing the BABYSITTER
	ALISE in half.

				ANNABELLE
		Why are you going to a French
		restaurant?

	Throughout, Annabelle is trying on Jackie's jewelry, making a pest
	of herself.  Jackie fights against rising irritation.

				JACKIE
		Because it's quiet.  And he wants to
		talk.  Alise -- Once he saws you in
		half, it's bedtime...

				ANNABELLE
		What are you gonna talk about?

				JACKIE
			(applying mascara)
		Probably you -- your brother -- school --
		The solar system...The usual...

				ANNABELLE
		Then why are you putting on mascara?

				JACKIE
			(a beat)
		I'm a little tired and it's just a
		pick-me-up.

				ANNABELLE
		But you only wore mascara when you and
		Daddy went on romantic dates...

				JACKIE
		Well Daddy and I are just friends
		now, and that's no reason not to
		wear mascara...

				ANNABELLE
		Or blush.  You look pale.

	EXT. RESTAURANT - NIGHT

	A Country French place on the West Side.  Classy, but inviting.

	INT. FRENCH RESTAURANT - NIGHT

	Jackie and Luke sit across from each other in the lovely
	restaurant.  Jackie looks beautiful in the warm candlelight.

				LUKE
		...Maybe you don't think three years
		is enough for a person to change
		but...things are different now Jackie.
		I'm different.

	Jackie feels her heart beginning to race.  They lock eyes for a
	moment.  He unconsciously begins to eat off her plate.  He eats
	her chicken, and in the dance they've done a thousand times -- she
	reaches for his uneaten vegetables.  The WAITER approaches.

				WAITER
		Would you and your wife prefer
		still or sparkling water?

	He doesn't correct the waiter.

				LUKE
		Still, please.

				JACKIE
			(when the waiter leaves)
		Annabelle showed me the new dress.
		She's amazing in it.

				LUKE
		Getting so beautiful...she looks more
		like you every day.
			(Luke downs Jackie's wine)
		Jackie...I've really given this a lot
		of thought.  A great deal of thought...

	Their eyes lock for a moment.  Here it comes...

				LUKE
		I'm gonna marry Rachel.  I know you don't
		think much of her but she's a special
		person -- she really is.  And I love her.
		This is a bridge we never wanted to cross
		but it's not helping her or the kids if I
		don't really commit to that.

	Jackie stares at him stonefaced.

				LUKE
		I didn't think a phone call was
		appropriate...

				JACKIE
		Tell me exactly how you're different
		from three years ago?  The music
		sounds kind of the same from where
		I'm sitting.

	He shifts in his chair.  Wants this to sound as authentic as he
	feels it...

				LUKE
		I grew up, a little.  I'm ready for a
		life that's built around commitm...

				JACKIE
		Just not to me.

	The waiter returns with a bottle of red wine.  It's horribly quiet
	as he pours.  Waits, obtrusively.

				LUKE
		Thank you, it's fine...

				WAITER
		Would you like to taste it?

				LUKE
		Can we please have less service, here?

	The waiter leaves, taking his attitude with him.  Luke sighs...

				LUKE
		It's going to be hard for the kids
		when I tell them...I'd like you to
		be there.

				JACKIE
		To make it easier for them or you?

				LUKE
		It's a huge moment in their life --

				JACKIE
		You can't be an 'us' just when you
		want to.  You can't play that card
		when it's convenient.

				LUKE
		We...

				JACKIE
		WE are over.

				LUKE
		WE'RE still their parents for the next
		hundred years.

	On this, Jackie looks down at her hands.

				LUKE
		You're still going to have to be
		dealing with me -- with us.  We should
		tell them together.

				JACKIE
		No.  You think this is going to help
		the kids then you do it.  You're on
		your own.

	INT. RACHEL'S AND LUKE'S LIVING ROOM - THAT NIGHT

	Jackie sits next to Luke on the couch -- looking lovingly towards the
	children, who sit across from them.  Annabelle is taping this...

				JACKIE
		The great thing about life is that
		things keep changing.

				LUKE
		Remember when Mommy and Daddy got
		divorced?

				JACKIE
		And we all went through that together?

	ON Ben.  OH MY GOD.  He knew it!

	ON ANNABELLE -- Behind the video camera -- Where's this headed?

				LUKE
		Well things are going to change
		again...

	Ben LEAPS up from the couch and FLIES into Jackie's arms.

				BEN
		I knew it!  I knew it!  I knew you
		guys were getting back together!

	Jackie looks at Luke.  Annabelle ZOOMS IN on their faces.

				ANNABELLE
		No they're not.

				LUKE
		Annabelle put down that camera.

	She ZOOMS in on his face.

				LUKE
		Put down that goddamn camera!

				ANNABELLE
		You owe me a quarter.

				JACKIE
		Look she's upset --

				ANNABELLE
		No I'm not.  I don't care.  Why should
		I care?  I mean nobody asked me when
		you got divorced.  Nobody asked me if
		I wanted a new mother.  Nobody even
		asked me if I like her.  If you guys
		don't care about our family staying
		together, why sh...

				JACKIE
		Daddy and I tried hard.  We really did.

				BEN
		No you didn't!  All you guys did was
		name call!  I heard you!  You didn't
		even try and use your words!

	Ben runs out of the room.  Luke follows him.

	INT. BEN'S ROOM - CONTINUOUS

	Ben pulls his cape over his head and hides in a bundle in the
	corner.

				BEN
		I'm disappearing.  I'm almost
		invisible...

				LUKE
			(holding him)
		I'll find you wherever you go...my
		magic boy...I'm still your daddy...
		nothing will ever change that.

	INT. LIVING ROOM - CONTINUOUS

	Jackie moves to Annabelle who won't put down the camera.

				JACKIE
		Annabelle...Rachel's not taking my place
		as your mother -- it's just Daddy's chance
		to be happy again.  Isn't that what we
		all want for each other?

	No answers.  Jackie looks at this daughter she loves so much.  Pats
	the seat beside her...

				JACKIE
		Come.  Sit.

	Something in the softening of the tone changes the atmosphere in
	the room.  More real.  More like equals.

				JACKIE
		Life is full of hard things.  And we
		can't always have what we want, you
		know that.

	Don't you?  Annabelle nods, cautiously.

				JACKIE
		But we do have a choice.  To make it
		better.  Instead of worse.

				ANNABELLE
		Like how?

				JACKIE
		Like seeing the good side of Rachel.
		So she'll see the good side of us.

	Annabelle's stare is hard and questioning.  She didn't expect this.

				JACKIE
		Because I'm looking ahead.  And you
		know what I see...?

	Annabelle doesn't.  But she sure is listening.

				JACKIE
		Time will come.  When we all need to
		be there.  For each other.

	Strokes her baby's hair.

				JACKIE
		That happens.  To families.

				ANNABELLE
			(straight back)
		I'll be there for you.

	Her mother's eyes cloud with feeling.  A murmured...

				JACKIE
		I'm counting on it.

	INT. RACHEL'S AND LUKE'S KITCHEN - LATE AFTERNOON

	Barely any light in the empty kitchen.  PAN to see Ben, alone, in
	his cape.  Carefully, he sets a cup of saucer atop a cloth napkin
	that lies across the butcher block table.

	He GRASPS the corners of the napkin.  He looks scared.  We get
	what's about to happen.  As he...

	...YANKS the napkin, as FAST as he can, the cup and saucer, RATTLE
	and...

	...stay put.

	Ben.  Is astounded.

	And then he looks up.  To a cabinet filled.  With glassware and
	china.

	INT. RACHEL'S AND LUKE'S BEDROOM - LATE AFTERNOON

	...Rachel's HAND as a beautiful ANTIQUE RING is slipped on her
	finger.  She is asleep.  Then, she...

	...stirs, wakes.  Stares at her hand in shock and delight.

				RACHEL
		Oh my God.  Are you serious?

				LUKE
			(tenderly)
		I think so...What do you think?

				RACHEL
		I think so too...

	They hold each other for a long time.

				LUKE
		It's forever you know.

				RACHEL
			(trying to read him)
		Okay...Is that the good thing or the
		bad thing?

				LUKE
		Because I can't hurt anyone like 
		this ever again.

	She grins.

				RACHEL
		How did you hurt someone?  She threw
		you out, remember?

	He does.  She hugs him tight.

				RACHEL
		Everything's gonna work out.  The
		kids and I...we're going to love
		each other.

				LUKE
		Rache, it may take time.

				RACHEL
		What's eight, ten years?  Hell, you'll
		still be ambulatory.  I think.

	She's counting on her fingers.  He kisses her.

				RACHEL
		It's inevitable.  Look, I was
		defensive, I was insecure.  I was
		afraid to love first.

	Her incredible smile.  Filling even Luke with confidence.

				RACHEL
		But I'm not anymore.

	A sudden horrific CRASHING sound.  The breakage of the breakable.
	Their look holds.

				RACHEL
		I'll get this.

	A quick kiss.  And she's gone.

	HOLD on Luke's light smile.  Maybe this will all work out.

	INT. BEN'S ROOM - LATE NIGHT

	Ben is cuddled up in his coverlet.  Almost as if he's hiding.  She
	picks up some stray underpants.  Actually, three of them.

				BEN
		Are you real mad?

				RACHEL
		How could I be?  We learned some
		magic...

	She goes to his bed.  Sits down.

				RACHEL
		I made all the pieces disappear.

	Oh.  She leans toward him...

				RACHEL
		And you learned...

	She kisses his forehead.  Very sweetly.

				RACHEL
		...to make that trick disappear,
		huh?

	He nods.  Big time.  She stands, smiles...

				RACHEL
			(softly)
		A night.  Of learning.

	They share the smile.  And Rachel leaves, into the darkened hall.
	Down it now, only to...

	...stop.  Open a door, so quietly.  Silently enter...

	INT. ANNABELLE'S ROOM - LATE NIGHT

	...the room of a sleeping child.  Rachel moves soundlessly to
	Annabelle's side.  Stares down.  Listens to the soft breathing.
	She straightens the covers slightly, in a maternal way.  Then, on
	impulse, reaches down...

	...tenderly smooths back a strand of hair.  One last look.  And
	she...

	...leaves frame.  HOLD on Annabelle, as we hear the knob turn.  The
	door close.  Alone, now...

	Annabelle opens her eyes.  She is thinking.

	EXT. JACKIE'S HOUSE - DAY

	Rachel dropping off Annabelle at Jackie's door.  They must be late,
	because Rachel is looking anxiously at her watch.  Not even
	noticing that Annabelle has pulled out a tube of LIP GLOSS, turning
	the shaft to reveal a glittering golden-colored gloss.  Then...

				RACHEL
		Uh.  Put that away, hon, your mom w...

	The door OPENS.  Jackie is dressed for riding.

				RACHEL
			(sincere)
		Sorry I'm late, I got lost dropping
		Ben off at Kevin's.

				JACKIE
		It's okay, it's twenty minutes.  The
		horse'll be there.

	Rachel blinks.  Is she on the right planet?

				ANNABELLE
		Mom, look what Rache got me!

	Uh-oh.  The kid holds it up.

				ANNABELLE
		It's not to wear around, or any-
		thing, I'm way too young.  It's
		just for play.

				RACHEL
		See, I...

				JACKIE
			(taking it)
		That is so pretty.  You usually only
		see that color in people's teeth.

	Annabelle has entered the house, to see on a table by the door a
	huge, brightly-wrapped PACKAGE.

				ANNABELLE
		Wow.  Who's that for?

				JACKIE
			(quietly)
		Well.  It's for you.

	The kid WHIRLS around.  Really?

				JACKIE
		Just because.  Just because I love
		you.  Go ahead...

	Annabelle starts to unwrap the present with Christmas-morning-care.
	Jackie looks at the glitter gloss...

				RACHEL
		I'm sorry, I just...

				JACKIE
		Hey.  At least it's not an editing
		machine.

				RACHEL
		No way.  I told her two, three years,
		maybe, for such an expens...

	And stops.  Because the paper has come off.  A giant deluxe model
	beginner's VIDEO EDITOR.  Annabelle is STUNNED silent.  So's Rachel.

				ANNABELLE
			(tears in her eyes)
		Oh, Mommy...

	And JUMPS into Jackie's arms, CRUSHING her with the hug mothers
	live for.

				JACKIE
		I hope it's the right kind.

				ANNABELLE
		Are you kidding?  It is so much better
		than the one Rachel showed me!

	Jackie strokes her baby's head.

				JACKIE
		Well, I thought.  You know, why wait?

	The child turns to Rachel, frozen in the doorwary.

				ANNABELLE
		I told you I was big enough!  Is my
		mom the greatest, or what?

	Rachel swallows.

				RACHEL
		The greatest.

	HOLD on the look.  The women share.

	EXT. NORTH VALE STABLES - DAY

	Jackie and Annabelle riding.  The kid is still on Cloud Nine.
	Jackie's eyes are on her.

				ANNABELLE
		...I mean, she knows all the music,
		and pop stars, and clothes and stuff.
		She's like still a kid, herself.

				JACKIE
		Like a big sister.

				ANNABELLE
		She knows every neat junk food place.

	Looks to see if her mom is okay hearing...

				ANNABELLE
		Actually.  She's kind of cool,
		when you get to know her.

				JACKIE
		I bet.

	Annabelle studies her mom's profile.

				ANNABELLE
		And don't tell her I told you.

				JACKIE
		Secret's safe with me.

	INT. LUKE AND RACHEL'S BEDROOM CLOSET - NIGHT

	Rachel sits cross-legged on the floor of the walk-in closet.  Next
	to her, a glass and a botle of Stolie, getting toward the bottom.

	An ashtray filled with butts, and...

	...a card board box.  Dragged out of somewhere.  Photo albums, loose
	snapshots.  Vintage stuff.  From her face, this is not a carefree
	romp down Memory Lane.  She takes another hit on the Stolie.  More
	than slightly intoxicated, weaving, squinting at...

	...the next photo.  Luke, young, straddling a Kawasaki.  Jackie,
	just as young, holding him from behind.  She wears a halter and
	shorts, and looks simply terrific.

	Rachel looks drunk and jealous.  With an overlay of self-pity.
	Brings the photo closer.  Squints harder.

				RACHEL
		What the fuck is that?

	Her worst fears confirmed...

				RACHEL
		...a tattoo?

	INT. HOSPITAL ROOM - NEW YORK - DUSK

	The lights are coming on in The City.  Jackie sits staring out the
	window, as an IV drips into her arm.  She is alone, and down.  And
	fighting the fear of what may come to pass.  Her pager goes OFF.

	Jesus.  She pulls a cell phone from her purse.  Works it with one
	hand.  Brings up...the smile.  Showtime.

				JACKIE
			(softly)
		Hey, good-lookin', I was just
		thinking about calling y...

	INTERCUT throughout:  Ben on the phone in Rachel's and Luke's
	kitchen.  He is alone.  Staring through the glass window of the
	oven...

				BEN
		Rache says I have to eat lamb.  I
		told her you're making me spaghetti!

				JACKIE
		Honey, this is Thursday.  I pick you
		up tomorrow, and we do big spaghetti.

				BEN
		And many meatballs.

	A nurse enters, and Jackie shoots her with a wave of her fingers.

				JACKIE
		You'll be up to your armpits in
		meatballs, I'm flying them in
		from Sweden.

				BEN
		Is that like Luigi's?

	She loves this kid so much.

				JACKIE
		Not a lot, sweetie.  It's a country.
		Like Canada.  Only smaller.

				BEN
		Where are you, anyway?

	And the feeling comes straight to her eyes.  She can't fight it.

				JACKIE
		I'm somewhere, thinking of you.  And
		meatballs.  And you know what?

				BEN
		Yes.

				JACKIE
		Of course, you do.  Being magic.
		Then you know I've got a flu bug,
		and I turn green and barf profusely
		when I even think about food.  So,
		all the more meatballs for you.  But
		you know what.

				BEN
		I did.  Do I have to eat lamb?
		Daddy didn't cook it, she did.

				JACKIE
		Do me a favor?  Eat it, and then
		give me a secret report, okay?  Pay
		particular attention to whether it's
		chewy and if it tastes more like
		chocolate or soup.

	He laughs.  And she can hear that.  And her eyes fill.  And she
	murmurs...

				JACKIE
		Hey, that's a world-class laugh
		you got there.  Can I all you
		sometime?  If I fell blue.

	A silence.  And for a heartbeat, the fear.  Did he hear it in my
	voice?  But no...

				BEN
		Sure.  You got my number.

	And now she's crying.  But she can't.  She can't.  Gains control
	for a whispered...

				JACKIE
		That I do.  Always will.

				BEN
		Mom...?

	She sniffles...

				JACKIE
		I'm fine, ba...

				BEN
		Tomorrow?  Can I have one
		butterscotch pudding for dessert?

	See her relief.  Secret still safe.

				JACKIE
		Nope.

	He's crestfallen.

				JACKIE
		We can only have two.

	INT. SUPERMARKET - DAY

	Jackie is pushing her cart.  Ben sits in it, pulling things off the
	shelves.  On automatic she's putting them back.

				BEN
		Mommy, if your real name's Jackie and
		I call you mommy; and Rachel's real
		name's Rachel...Then when I see her do
		I say hi Stepmommy?  And if my name's
		Ben, how come you don't call me son?

				JACKIE
			(lost in thought)
		Thursday's fine...

	Frustrated, Ben CLIMBS OUT of the cart and trails behind Jackie.
	He reaches for an apple off the BOTTOM of a huge display of Red
	Delicious, and the whole thing comes TUMBLING DOWN.  Shaken, she
	looks around for Ben.  He's gone.

	INT. SUPERMARKET MANAGER'S STATION - DAY

	Jackie with a Store Manager and a Policeman stand at the front of
	the store near the Bakery.  Jackie is totally distraught.

				JACKIE
		I looked away for one second...
		Just one second...he's...he's...

				POLICEMAN
		How would you describe him?

				JACKIE
		He's my son!  He looks like his
		father!  His name is Ben -- he
		answers to Harry --

				MANAGER
		Is he wearing a red shirt?

	The manager POINTS to the frozen food bin.  There, lying on his
	back atop dwindling stores of Breyer's ice cream...is Ben.  Hands
	and beaming face PRESSED to the underside of the glass.  Jackie
	does the only reasonable thing...

				JACKIE
		YYYAAAAAAAHHH!

	...and FLINGS OPEN Snow White's glass coffin.

				JACKIE
		ARE YOU CRAZY, YOU COULD SUFFOCATE
		IN THERE!!!

				BEN
		Nope.  I got my warm t-shirt.

	Enough of a non-sequitur to make everybody blink, before Jackie
	YANKS him, roughly and tenderly, from the bin.  She CRUSHES him in
	a violent, desperate hug...

				BEN
		You found me cause I'm your
		priority, huh?

	She kisses him fiercely.  At the edge of tears.  Whispers...

				JACKIE
		You got that right.

	EXT. SOCCER FIELD - 3 O'CLOCK PRACTICE

	Luke coaching the girls team.  Annabelle one of many who surround
	him for that final word of wisdom...

				LUKE
		Alright my Little Warriors, remain
		calm; trust that the ball will find
		you; remember they're your opponent
		not your enemies -- Not kick MAJOR
		butt!

	In the bleachers, Jackie sits alone with Rachel.  They are having a
	coaching session of their own.  Rachel points down to the field,
	where...

	...Annabelle pushes her hair over her eyes.

				RACHEL
		She's gonna trip over her own feet,
		if she doesn't get her hair out of
		her eyes.

	Jackie casts a sidelong glance at Rachel.  Decides to tell her...

				JACKIE
		Pushing her hair over her eyes.
		Means she's avoiding a confrontation.

	Rachel looks over.  Really?  Jackie decides to share more.  Reading
	Rachel's reaction to...

				JACKIE
		If she's twirling it, she's playing
		something out in her mind.  If she's
		stopped combing it, she might be
		depressed...

	As Rachel listens she's unconsciously twisting her hair.

				RACHEL
		What about obsessively picking her
		split ends?

				JACKIE
		Anxiety.

				RACHEL
		Last week when she chopped her
		Barbie's bangs all to hell --

				JACKIE
		She was angry at herself.

				RACHEL
		Jackie?

				JACKIE
		Yes?

				RACHEL
		When I twisted hair like this it
		means I'm intimidated by you...

	Jackie gives her the trace of a smile.

				JACKIE
		I'll keep it in mind, and use it
		against you.

	She looks back down at the game.  Rachel watching her profile.
	Finally...

				RACHEL
		You feeling all right?

				JACKIE
			(doesn't turn)
		Not great.  Plus, I've got things on
		my mind.  You know.

	Things.  Rachel doesn't know.  Blurts...

				RACHEL
		Are you...seeing someone?

	Jackie snorts a laugh.  In spite of herself.

				JACKIE
		Yeh, that does tend to make me sick
		to my stomach.  Actually, I'm, uh...

	Thinking.  Deciding if this is the time to say...

				JACKIE
		...thinking of going back to Random
		House.  On a part-time basis.

				RACHEL
		Wowie.  How wonderful!

	But Jackie still hasn't turned.  Eyes glued to Annabelle, racing
	around with determination.

				JACKIE
		Well, I could do most of it from
		home.  But, while I'm working it out
		with the head editor, I'd need to...

	Sighs.  Boy, this is tough.  Tries for matter-of-fact...

				JACKIE
		...make some trips into the city.
		Sometimes, overnight.

				RACHEL
		Hey, any help you need, we'll cover.

	Jackie nods.  Appreciates that.  But she still hasn't turned to
	look Rachel in the eye.

				RACHEL
		Uh.  Have you told Luke and the ki...

				JACKIE
		Let's...hold up for a bit.  It may
		not happen.  Our secret, okay?

	A little strange.  Particularly the hardness of Jackie's eyes.
	Rachel watching her.  Something's up.

				RACHEL
			(softly)
		Sure, if you like.

	Jackie looks away now.  To the playground just beyond the
	bleachers.  Kids rise swings, clamber over a jungle gym.  But her
	eyes are routinely, automatically, zeroing in on one single kid...

	...who is climbing his way UP a tall SLIDE.  Crouched over as he
	inches up the shiny metal surface, using the side rails.  Rachel
	follows Jackie's eyes, just as...

	...Ben reaches the top and STANDS UP, hands OVER his head, Jackie's
	breath catching, Ben totters once and...

	...FALLS fast, hitting the grass with a thump we can hear, lying
	crumpled, motionless, as our two women...

	...SPRING up as one, SCRAMBLING down the bleachers, RUNNING toward
	the playground, Jackie initially in the lead, but Rachel out-
	sprints her, CLOSING  on the child, as he rolls over grasping his
	leg, and reaching him first...

	...some instinct makes her hold back, let Jackie RUSH past her, to
	kneel at Ben's side.  She lifts her baby in her arms.  His pants
	are torn, his leg is bleeding.  His own concern...

				BEN
		I can still go to Tucker's party,
		right?

	INT. EMERGENCY ROOM - DAY

	A full house of walk-ins with assorted needs, none of which appear
	to require George Clooney on an urgent basis.  Across the room, an
	irritated Jackie finishes the last of the paperwork at the nurses
	station.  Exchanges a less-than-pleasantry with the less-than-
	helpful duty nurse, and...

	...heads off through the crowd, DOWN a hallway, TURNS a corner, to
	see...

	LUKE stands by a doorway.  Smiling, as he gazes into a hospital
	room.  Jackie comes to his side, looks in...

	Ben doesn't see them.  His back is turned, as he talks to Rachel,
	who sits on the side of his bed, feeding him the pudding she got
	from a vending machine.

				BEN
		...for Christmas, okay?  Every
		magician needs a white dove, a
		real one, they do!

				RACHEL
		Well, that's a long way off, sweetie.
		We'll talk to Mom and Dad...

				BEN
		Dad!  You can talk him into anything!

	Unseen by the two, Luke grins.  Then, Ben snuggles into Rachel's
	arms and kisses her.  Jackie stares.

				RACHEL
			(singing softly)
		'In the still...still of the
		ni-ight...I held you... held you
		so ti-ight'...take it, man...

				BEN
			(singing softly)
		Doo-wop-doo-doo, doo-wop-doo-doo...

	Jackie stands there.  Her eyes are difficult to read.  But she sure
	is watching.

				LUKE
			(softly)
		Nice, huh?

	She steps back.  Looks him in the eye.

				JACKIE
		It is.  It's about time.

	He give her a goofy give-me-a-break FACE.  She twists the corner
	of a smile.

				LUKE
		She's a charmer, you'll see.  In
		fifty years, the kids'll love her
		ten percent as much as they love you.

				JACKIE
		Stop.  You're making me insecure.

	Now they're smiling at each other.  In the old way.  A nice moment
	for them.

				LUKE
		You changed your hair.

	And we notice.  It does look different.

				JACKIE
		It's temporary.

				LUKE
			(grins)
		It's good.  You're not pulling a
		mid-life crisis on us, are you?

	Her look holds.  An odd extra beat.

				JACKIE
		Not the term I'd use.

	He glances back through the doorway...

				LUKE
		You want us to take him tonight?
		Give you some private time with
		Annab....

				JACKIE
		Never stand between that kid and
		a meatball.

				LUKE
		Yet another spaghetti night.

				JACKIE
		Yeh, better I should forcefeed
		him burnt lamb and...couscous,
		was it she made him?  Boy, kids
		go wild for that.

	She pats him on the shoulder...

				JACKIE
		I'll drop him at Tucker's party
		Saturday, if one of you guys can
		pick him up.  I have to go into
		the City.

	And breezes by him into the room.  Ben wheels to see her...

				JACKIE
		You know what happens to spaghetti
		when it waits around for you too
		long?

	He really thinks.  Actually...

				BEN
		No.

				JACKIE
		Pray.  We never find out.

	EXT. A PERFECTLY MANICURED TWO STORY HOME - DAY

	A door with balloons OPENS -- STACY, the birthday boy's mom, stands
	there -- children running behind her in party hats, all with their
	conservatively dressed SUBURBAN MOMS.  Rachel's attire a sharp
	contrast.

				RACHEL
		Hi, I'm here to pick up Ben.

				STACY
		Does Jackie know this?

				RACHEL
		No.  I'm doing it behind her back.

				STACY
		In seven years Jackie's never
		missed one of Tucker's parties.
		Where is she?

				RACHEL
		Something came up.  C'mon Ben!
		I've got a shoot at three...

				STACY
		Tucker hasn't penned Ben's present
		yet -- it won't be too much longer.

	Rachel eyes the MOUND OF PRESENTS yet to be opened.  DISSOLVE TO...

	FORTY-FIVE MINUTES LATER...Rachel, in a pointed party hat, sits
	schmushed on the couch in between all the other MOTHERS.  A black
	jeans stranger in a strange peach land.  She eyes that mound of
	presents.  Not even a dent.  She pulls out her cell phone, moves
	towards the hallway.

				RACHEL
		Hey Cooper...pull a number 64 steel
		blue gel on the back light...yeah
		I'm on my way but...

	A piece of CAKE FLIES through the air and LANDS on Rachel.

				STACY
		Now Ben, let Tucker play with his
		Batcave...

	Ben won't let go of Tucker's presents.  Tucker tries to take it.
	Ben is adamant.  Rachel reaches for him, tousling his hair.

				RACHEL
		Hey Benjy boy -- chill.
			(he shimmies away from her)
		He's there already?  No I don't want to
		talk to him -- Duncan?  How are you...

	The mothers are all too aware of Rachel on the phone.  Two kids
	shoot water guns -- Rachel gets drenched.  Ben pulls at the toys...

				BEN
		I want it!

				STACY
		Ben I know you're angry and confused
		but it's Tucker's birthday party.

	Ben and Tucker fight for it -- the mothers all LOOK TO RACHEL.

				RACHEL
		Ben --
			(into phone)
		Duncan I'm aware of that - Goddamn it
		Ben!  Let go of it.  NOW!

	He stares at her.  It looks like he's gonna let go --

	On the mothers -- impressed, not to mention surprised.  When Ben
	suddenly HURLS the toy onto the floor SHATTERING IT!  A horrible
	SILENCE falls over the room.  Broken only by the sound of Duncan
	SCREAMING from inside the phone.

				DUNCAN IN PHONE
		Rachel...This is a big bloody account --
		If you don't show up in five minutes...

	Rachel takes Ben and leads him into another room.

				RACHEL
		Ben I'm sorry.  It's been a hard day.
		Now would you do us both a favor and
		take this phone and...

	She SLAMS the phone SHUT.  Hands it to Ben.

				RACHEL
		...make it disappear.

	Okay.  He SHOVES it down the front of his pants.  The peach moms
	are taken aback.  Rachel nods, you got it.  Delighted, Ben turns,
	scampers off, as...

	...his pants start RINGING.  He stops dead.  Looks down at them.

	Still RINGING.  He turns around and waddles delicately back to
	Rachel, as if he's carrying nitro in his shorts.  She holds out her
	hand...

				RACHEL
		Breaks out the geiger counter, the
		man is radio-active!

	He pulls the ringing phone from his pants.  She grasps it without
	hesitation, while peach moms wince in disgust.  SNAPS it open...

				RACHEL
		Get over it, Dunc...
			(stops)
		...whoa, whoa, Annab...

	Listens.  While everybody watches.

				RACHEL
		Could it be, maybe...anywhere else?
		Like...another galaxy would be more
		convenient.

	Listening, listening.  Everybody really watching.  Even Ben.
	Rachel oblivious...

				RACHEL
			(gently)
		Okay, don't cry.  Flunking science
		is not happening.  On my watch.

	EXT. STACY'S YARD - LATER

	All the kids are running around crazily in a hypersugared frenzy.
	Peach moms drink diet sodas and chat.  Rachel making a call by the
	phony little carp pond...

				RACHEL
		...just that her daughter left a
		science book somewhere at her house,
		and I need t...

	INTERCUT throughout:  a starchy, powerful, crisply intellectual
	SENIOR EDITOR, in her early fifties and her Jil Sander outfit.  The
	East Side below her window.

				SENIOR EDITOR
		I'm sorry, Ms. Harrison is not here.
		I think I mentioned that.  Twice.

	Rachel nodding.

				RACHEL
		Well, she's been meeting with the
		head editor for the last few w...

				SENIOR EDITOR
		Miss, I am Senior Editor.  Ms.
		Harrison left Random House eleven
		years ago.  We have not had the pleas-
		ure of a visit from her in that time.

	Rachel blinks.

				RACHEL
		Actually, she's going back to
		work with your company on a part-
		time basis.

				SENIOR EDITOR
		Excuse me.  If Jackie Harrison were
		coming back to the editorial staff,
		I would be frankly delighted.  And I.
		Would be the first.  To know.

	Silence.  In the midst of hysterical children.

				RACHEL
		Thank you for your time.

				SENIOR EDITOR
		Don't mention it.

	And Rachel's line.  Is dead.

	EXT. JACKIE'S HOUSE - DAY

	Rachel alone at Jackie's front door.  Staring at the key in her
	hand.  One last chance to back out.

				RACHEL
			(mutters)
		What the hell.

	OPENS the door.  Enters the empty home.  Walks slowly, self-
	consciously, down the hallway.  Kitchen, kids' rooms...

				RACHEL
		Now, if I were a science book,
		where would I...

	And stops.  At the doorway of the master bedroom.

				RACHEL
		Who am I kidding.

	And goes straight to Jackie's desk.  Starts rummaging through the
	incredibly neat stack of papers...

				RACHEL
		Great, I'm leaving prints.

	The open appointment book.  Today's date.  Just says, NEW YORK.
	Nothing more.  Opens a drawer.  Stapler, clips, neatly-stacked
	stationery.  Opens the bottom drawer, and...

	...stops.  She pulls out...AIRLINE TICKETS.  Opens the folder.
	Continental Airlines.  Newark to San Francisco.  And tucked
	inside...

	...a fax, neatly folded.  Rachel opens it.  The letterhead says,
	NORTH POINT PRESS, 134 Sutter Street, San Francisco, California.
	CHARLENE DRUMMOND, Editor.

				RACHEL
			(reads)
		Jackie.  Can't wait to see you here.
		I know you're anxious.  But it's going
		to work out wonderfully, I promise.
		Til then.  Charlie.

	HOLD on Rachel.  Trying to put this together.

	INT. JACKIE'S KITCHEN - NIGHT

	Jackie takes a kettle from the stove.  Pours the water into a tea
	cup.  Then, fills a second cup.  Drops a tea bag into each.
	Carries both cups to...

	...the kitchen table.  Where Rachel is waiting.  She looks more
	than tense.  Actually, scared.  Jackie taking this in, as she sets
	down the tea.

				JACKIE
		Okay, what is this?  If you want to
		dump Luke on me, no sale.  You're
		stuck with him.

	And before she can sit...

				RACHEL
		I know your secret.

	Jackie FREEZES.  To stone.  No one says anything.  Two hearts
	beating at red-line.

				JACKIE
		I don't know wh...

				RACHEL
		I was looking for Annabelle's book,
		and I found your tickets.  And the
		note.  From your new boss.

	My what?  Jackie leans forward.  Her hands resting on the back of
	the chair she never sat in.

				JACKIE
		My boss.

				RACHEL
		You're not working at Random House,
		I talked to them.

				JACKIE
		You WHAT?

				RACHEL
		You're taking the kids.  And moving
		to San Francisco.

	And Jackie has to laugh.  Cold.  Bitter.

				RACHEL
		Look, you've never liked me...

				JACKIE
		Don't flatter yourself.

				RACHEL
		And I know checking into your life
		was inexcusable...

				JACKIE
		Nobody likes a snoop.

				RACHEL
		But I came here to...

	All the air comes out of this young woman.  so vulnerable, so real.

				RACHEL
		...to beg you.  Not to do it.

	And at this.  A look of intense interest crosses Jackie's face.
	Really?

				JACKIE
		I'd have thought this was the
		answer to your prayers.  Lose the
		witch, and her two brats, in one
		swoop.  Problems solved.

	Rachel is clearly distraught. This is no act.

				RACHEL
		You can't take Luke's children
		away from him.

	Jackie thinking.  Reading this girl's face.

				JACKIE
		Bi-coastal parenting.  Happens every
		day.  Luke gets the kids every other
		summer, every other holiday, it's not
		ideal, but people make it work, and...

				RACHEL
			(blurts)
		We can't live like that.

	And Jackie straightens.  Cocks her head.

				JACKIE
		Did I hear the word...

				RACHEL
		Luke.  Can't live like that.

	Ah.

				JACKIE
		Then let him talks to me.  We don't
		need you to solve our prob...

				RACHEL
			(quietly)
		...it's my problem, too.

	And Rachel's eyes.  Fill with tears.  She hates that.  Jackie won't
	take her off the hook.  Stands waiting, until...

				RACHEL
		I got used to...thinking of them.
		As...my kids too.

				JACKIE
		Really.  By what right?  Six months
		of part-time screw-ups?

	Rachel lifts her chin.  Defiant and tender at once.

				RACHEL
		No right at all.  I just love them.

	Now it's Jackie's eyes.  That begin to fill.  And she hates that
	even more.

				RACHEL
			(pleading)
		There's so many publishing houses
		in New York.  Surely, you could find
		a good one?

	Jackie takes a step back.  Shakes her head.  Goddammit, life is
	full of surprises.  She walks around in a little circle.  Turns
	back...

				JACKIE
		Sure, I could.  If I was looking
		for one.

	Rachel's turn to be surprised.  Confused.

				JACKIE
		You're a moron, kid.  You guessed
		the wrong secret.

	An odd, almost defiant look.  Jackie reaches up to her own head,
	and...

	...slowly, holding eye contact all the way, she slips the wig from
	her head.  Her scalp covered by the partial regrowth that chemo-
	therapy has left her.  You can hear Rachel's GASP clear to Kansas.

				JACKIE
			(calmly)
		Charlie Drummond used to be a
		colleague at Random House.  I'm
		crashing at her place, while I take
		some new protein injections my
		oncologist recommended.  I can only
		get them in San Francisco.

	Rachel's lips part.  But no sound comes.

				JACKIE
		Life's a trade-off.  You get cancer,
		your hair falls out, but you do get
		to smoke dope.

				RACHEL
			(please)
		You're not dying.

	The kid so painfully sincere.

				JACKIE
		No such luck.  I'm beating the shit
		out of this.  Pardon my French.

	Rachel can't find her breath.  She is clearly the worse off of the
	two, in this moment.  Then she starts to nod...

				RACHEL
		You bet you are.

				JACKIE
		How the hell would you know?

				RACHEL
		I don't, but...

				JACKIE
		How would you know anything?

	That was sharp.  Rachel startles slightly.

				JACKIE
		I exercise, I eat the healthiest
		foods, you live on pork rinds and
		Ho-Ho's, and I've got cancer!

	That leaves a silence.

				RACHEL
		And cigarettes.  I smoke, too.

				JACKIE
		You are marrying the greatest guy
		who walks this earth.  Who I have
		loved from my heart for twelveyears!

	Listening?

				JACKIE
		And you walk in.  You smile that
		smile.  You move that boy.  And
		he's yours for free.

	She sags back against the counter.

				JACKIE
		And you.  Love my kids.  How fucking
		touching.

	Comes forward.  Stalks her.

				JACKIE
		They came out of my body!

				RACHEL
		See, I know that.

				JACKIE
		I have given them morelove and
		more care every fifteen minutes of
		their lives, than you could manage
		in the next fifty years!

	Leans over the table.  Rachel looks scared to death.

				RACHEL
		Okay, I'm undeserving.

				JACKIE
		Ironic, huh?

	And staring in Rachel's eyes, Jackie's fierceness fades.

				JACKIE
		Ironic, that I'm gonna need you.

	All the air comes out.  Her heart as naked as her skull.

				JACKIE
		To be a little less.  Undeserving.

	The look holds.  And holds.

				JACKIE
			(quietly)
		Drink your tea while I go vomit.

	And turns, goes to the door.  Turns back.

				JACKIE
		You love my kids, that's a start.
			(nods)
		We'll work on it.

	And gone.  Hear her footsteps.  Climbing stairs.  Rachel lifts her
	cup.  Looks at it.

				RACHEL
			(calling out)
		This is very good tea!

	Then tastes it.  Makes a face.

	EXT. BAR - EVENING

	A graceful stone building with arched windows.  Gas lanterns on the
	exterior wall and burning dimly inside.  Stone gargoyles smile down
	on those who enter the heavy, bright red wooden door.

	INT. BAR - EVENING

	Drinks hour.  Upscale crowd.  Dim lights, clink of glasses, the hum
	of private conversations side-by-side.  Civilized as hell.  And at
	the deuce by the window...

	...the man's head is down.  We can't see Luke's expression, as he
	stares at his clenched hands.  We don't need to.

				JACKIE
		I thought a phone call was
		inappropriate.

	No one smiles at the irony.  Not much to smile about.

				JACKIE
		I could have taken you to that
		restaurant, but it would have
		been a waste of money.

	He loos up.  She studies the pain.

				JACKIE
			(softly)
		I know.  I wouldn't know what to
		say.  If it were you.

				LUKE
		We're going to win this.

				JACKIE
			(straight back)
		Walk in the park.  And thanks for
		the 'we'.

	Tears fill his eyes.  None in hers.

				LUKE
		You're not alone in this.  You're
		not alone.  Jesus, you're not alone,
		okay?

	Jackie swallows.  Tries a smile that doesn't get halfway there.
	Looks down.

				LUKE
		What happens next?

				JACKIE
		I live or I die.

	Looks straight in his eyes.  We don't need the bullshit.  Not us.

				LUKE
		Tell the kids together?

	She thinks.  A barely perceptible nod.

				LUKE
		Want Rache someplace else?

	On that one.  She has to smile.

				JACKIE
		My compliments.  On your learning
		curve.

	INT. JACKIE'S KITCHEN - NIGHT

	Jackie carrying two steaming MUGS from her stove.  These have
	marshmallows floating in them.  She sets them down in front of her
	children.  Ben starts plucking the marshmallows out of Annabelle's
	mug.  Annabelle doesn't care, too busy video taping...

	...her father.  Who sits with this tender, compassionate, and
	therefore rather ominous smile.  Doesn't take a smart kid like his
	daughter to guess...

				ANNABELLE
		So what's up?  Who's marrying who
		this time?

				BEN
		Mommy's marrying Rache!

	He's happy.  Jackie reaches and shuts OFF Annabelle's camera.  And
	the directness in her gaze keeps the child from complaining.

				JACKIE
			(simply)
		Mommy's sick, guys.

				BEN
		You have the WORST flu since...

				JACKIE
		I have cancer.  Do you know what
		that is?

	He doesn't.  Someone else does.

				ANNABELLE
			(real quiet)
		It's what Grammy Lil died from.

	Ben's eyes WHIP OVER to his sister.  He sees the cold fear in her
	face.  BACK to Mom.  She seems fine, calm, smiling even.

				JACKIE
		Grammy had a different kind.
		There are lots of kinds.  Hers
		was very bad.

				BEN
		Is your bad?

				ANNABELLE
		Shut up.  She's going to die.

	But the anger in her eyes isn't for Ben.  She is glaring.  At her
	mom.

				JACKIE
		Actually, I'm getting better already.

	Straight.  As if to an equal, an adult.

				JACKIE
		I had a lot of treatments, and
		they weren't any fun, but the
		tests show the cancer got smaller.

				LUKE
		A lot smaller.

	Annabelle cuts him an angry look.  He's on her shit list, too.

				BEN
		So you're okay.

				JACKIE
		I'm still sick, but I'm better.

				ANNABELLE
		You lied to us when you nevertold us!

	Ben hadn't thought of that.  Nods now, yeh.

				JACKIE
		That's right.  And you're mad.

	Annabelle just glares with all the hatred she can turn her fear
	into.

				JACKIE
		I know how scared I get when
		you're sick.  So I waited to tell
		you.  Until it was getting smaller.
		I thought that was best, maybe I
		was wr...

				ANNABELLE
		You lied.  If you lied then,
		maybe you're lying now.  I can
		never belive you again!

				LUKE
		Annabelle, never say 'nev...'

	But Jackie's raised her hand.  Jump back, Jack.  The eye contact
	with her daughter never breaks.

				JACKIE
		We make mistakes.  And we forgive
		each other.  Because we love each
		other, very m...

				ANNABELLE
		Where's Rache?  It's Thursday,
		we get to be with Rache!

				BEN
			(the diplomat)
		I'd rather be with Mommy.

				ANNABELLE
		She's dying and Rache is your
		mother now!

	She jumps up from the table.  HISSES at her brother...

				ANNABELLE
		You are so STUPID!

	And she RUNS, halfway to the door...

				LUKE
		ANNABELLE!

	She turns, STARTLED at the anger in that.

				LUKE
		You do NOT run out on your moth...

				ANNABELLE
		YOU'RE WORSE THAN SHE IS!  WHY
		DON'T YOU JUST DIE, TOO?

	And BOLTS from the room.  In the silence she's left behind.

				BEN
		Annabelle's worse than everybody.

	INT. LUKE AND RACHEL'S BEDROOM - NIGHT

	Rachel and Luke cuddled in bed, watching a video in the darkness.
	At least, she is.  Just now, he's watching her.

				LUKE
		Well, I think you should tell him
		you changed your mi...

				RACHEL
			(softly)
		It's no biggie.

	She's still watching.  It's a French-language comedy.  She can feel
	his eyes on her.  Never turns...

				RACHEL
		It's just an assignment.

				LUKE
		It's Anna Sui, you should be
		doing it.

				RACHEL
		Are you hungry?  You could make
		us something?

	She's still never looked at him.  He can see she's getting irritat-
	ed.  He says nothing.

				RACHEL
		It's two solid months, around the
		clock, Jackie needs some cover-
		age, you're in a trial, what are
		we talking about?  There'll be
		other assignments.

	He kisses her hair and flinches slightly.  Tries to pretend it's
	because she's concentrating on the movie.

				LUKE
		They're my kids.

				RACHEL
		Great, wallow in guilt, you sure
		you're not Jewish?

	A long beat.  He snuggles closer.  They watch together.

				LUKE
		She's not gonna die.

				RACHEL
		I know that.

	INT. JACKIE'S BEDROOM - NIGHT

	Jackie and Ben cuddled in bed, watching a video in the darkened
	room.  It is not a French Comedy.  They are, however, eating
	popcorn.

	The door opens.  Annabelle stands motionless, composed.  Her face
	looks like she's been crying.  She clears her throat...

				ANNABELLE
		I'm sorry you're sick.

	From across the room.  Jackie stares at her.

				JACKIE
		I can't hear you.

				ANNABELLE
		THEN TURN OFF THE CARTOON!

	Jackie cups her hand to her ear.  Shakes her head, can't hear a
	thing.  Waves, come on over.  And slowly...

	...Annabelle does.  Crawls up into the bed, on the opposite side
	from Ben.  Into her mother's arms.  Jackie kisses her head, strong.
	Big smile.

				ANNABELLE
		I said...

				JACKIE
		...I'm not deaf, y'know.

	They grin at each other.  Like equals.  Jackie picks up the remote,
	cuts OFF the sound.  And when Ben turns to her...

				JACKIE
			(singing)
		In the still...still of the
		ni-ight...I held you...held
		you so ti-ight...

				BEN
		That's Rache's song!

				JACKIE
		Sugar.  I was slow dancing to that
		song before Rachel was even born.

	Wow?  Really?  You bet.  Annabelle chuckles.

				JACKIE
		You think she's the Queen of Cool?

	Jackie shakes her head.  Pulls down the covers, pulls up her
	t-shirt...

				JACKIE
		Does she have a tattoo?

	The butterfly.  Just below her navel.  Ben has seen this before, of
	course.  Touches it, with his small hand.

				ANNABELLE
		He wouldn't know.  I saw her
		in the shower!

				JACKIE
		And...?

	Ben looks to his sister.  For the verdict.  Annabelle shakes her
	head.  Nope.

				ANNABELLE
		She is only the Princess of Cool.
		Mommy is the Queen!

				JACKIE
		She is but an arriviste.

	A new word, apparently.

				JACKIE
		A newcomer.  She's still got a
		thing or two to learn.

	Annabelle nods.  You betcha.

				JACKIE
			(resumes singing)
		I held you...held you so ti-ight...
			(to Annabelle)
		You sing lead, you've got the voice...

	She bumps head gently with Ben.

				JACKIE
		The stud and I will doo-wop.

	And as they doo-wop the back-up...

				ANNABELLE
			(sings)
		For I love...lo-ove you soooo...
		promise I'll never...Let you go...

				ANNABELLE/JACKIE
			(sing)
		In the still of the ni-ight.

	EXT. ELEMENTARY SCHOOL - NIGHT

	Parents streaming slowly in for a PTA night.  They are chatty,
	tired, preoccupied.  And 95% female.

	INT. ELEMENTARY SCHOOL COMMON ROOM - NIGHT

	Folding chairs set in rows.  Parents taking their seats with coffee
	and cookies.  Up front, a table where a panel of speakers are
	beginning to gather.  A faded banner says PTA -- TENAFLY DAY SCHOOL.
	Jackie is nibbling at a single cookie, when...

	...a figure slips into the seat beside her.  Rachel is juggling a
	coffee and maybe nine cookies.  Drops one.  Picks it up.  Dusts it
	off.  Jackie is repelled, but has to smile.

				JACKIE
		Small world.

				RACHEL
		Luke's depo ran late.  I promised
		I'd take notes.

	To prove it, she balances the cookies on her thighs, and produces a
	notebook.  Looks around, and in a conspiratorial near-whisper...

				RACHEL
		So I have to tell you something
		in confidence...

				JACKIE
		You're a cross-dresser.

				RACHEL
		That.  And.  Annabelle is over
		her head.  With Brad 'The Dreamboat'
		Kovitsky.

	Does a Groucho eyebrow move.

				JACKIE
		She hasn't mentioned this.

				RACHEL
		She was afraid you'd make a big
		deal out of it.

	Jackie is hurt.  Covers...

				JACKIE
		Moi?

				RACHEL
		Toi.  They've been 'going out'
		for two weeks.

	Rachel breathless and happy.  Jackie attentive.

				RACHEL
		As you may know, 'going out' in the
		six grade doesn't mean shit.  They
		don't actually go to a movie or
		anywhere, they don't even eat lunch
		together, it's just a declaration to
		the world that they're...

				JACKIE
		...going out, yeh.  I had kids of
		my own, once.

				RACHEL
		Anyway.  He walks up to her on
		lunch yard today.  And tells her...
		publicly...that they're 'breaking up.'

	Jackie's mouth drops.

				JACKIE
		Oh, my God.

				RACHEL
		Right.  Which is the whole point of
		this 'going out' thing, so one of them
		can dump the other one, and they can
		imitate the whole passionate adult
		soap opera tragedy, without ever
		having to actually date.

				JACKIE
		She's devastated.

				RACHEL
		Doesn't begin to describe it.
		I mean, you've got cancer, this
		is serious.

	Rachel GRIPS Jackie's arm.

				RACHEL
		She spent an hour in the girls' bath-
		room, crying with eight of her closest
		friends, who are sending the message
		to every boy in the grade that Brad
		Kovitsky is yesterday's toast.

	Devours an entire cookie in one gulp.

				RACHEL
		So here's the point.  I pick her up
		from soccer, she tells me the whole
		mess, and asks me what to do.

	How about that?

				JACKIE
		And you said...?

				RACHEL
		Beats me.  Ask your mom.

	Oh.

				RACHEL
		So she's gonna.  Tomorrow.

	Leans closer.  Whispers...

				RACHEL
		Don't fuck this up.

	INT. JACKIE'S KITCHEN - DAY

	Jackie and Annabelle are sitting at the kitchen counter with maybe
	twenty hardboiled eggs.  They are cracking the shells gently, and
	carefully peeling them.

				JACKIE
		Well, did you really think you'd
		meet someone at eleven that you'd
		spend the rest of your life with?

	Annabelle keeps her eyes on her eggs.  A craftswoman.

				ANNABELLE
		No, but I thought till Thursday.

	Oh.

				JACKIE
		What's Thursd...

				ANNABELLE
		A debate.  Man's inhumanity to
		woman.  He's pro women.  I'm con.
		Ms. Flannery is twisted.

				JACKIE
		I could help with the debate.

				ANNABELLE
			(glum)
		Great.

				JACKIE
			(thinking it over)
		Actually.  I could only help him.

				ANNABELLE
		Every time I'm on the lunch
		yard, and he's with twelve of
		his retarded dorkface little
		adoring out-crowd henchmen...

				JACKIE
		You don't like his friends.

				ANNABELLE
		...they all yell 'There goes the
		Virgin Queen' or the 'Ice Princess',
		or some really clever cut like that.
		Like it hurts my feelings.

	They keep peeling eggs.

				JACKIE
		You wouldn't kiss him, huh?

				ANNABELLE
		Not with my mouth open.

				JACKIE
			(softly)
		Good girl.

	Annabelle's eyes well up.  She covers by concentrating all the
	harder.

				JACKIE
		And what do you do wh...

				ANNABELLE
		I call him a fartface or a pervert,
		or something equally lame.

				JACKIE
		You have to ignore him.

	And on this.  Annabelle looks up.

				JACKIE
		He's not even there.  You don't
		see him, you don't hear him, you're
		just too much of a woman to bother
		with little boys.

				ANNABELLE
		This is a joke, right?

	Jackie shakes her head.  Nope.

				JACKIE
		All he wants is the attention.
		When he can't get to you, he'll try
		harder for a little while.  Then,
		he'll give up.  It'll be no fun.

	The kid blinks.

				ANNABELLE
		You think Rache would do that?

	Takes Mom back a bit.  Enough for her daughter to notice.

				ANNABELLE
		It's just she's younger.  Maybe
		she remembers how to do this.

	Jackie shrugs.  Maybe.  Annabelle studies her.

				ANNABELLE
		This'll work, huh?

				JACKIE
		Oh, yeh.

	Annabelle takes heart from her mom's confidence.  Nods, with her
	trademark determination.

				JACKIE
		How many devilled eggs can
		you eat?

				ANNABELLE
		Maybe twenty.

	Jackie surveys the table.

				JACKIE
		We can always go to the store,
		if w...

	A sudden BANGING on the screen door.  They turn to see...

	...a breathless six-year-old TUCKER through the screen.  The
	birthday boy at the recent party.

				TUCKER
		Mrs. Harrison...?

				JACKIE
		Tucker, is something wr...

				TUCKER
		How tall is your tree?  The really,
		really, really, REALLY big...

				JACKIE
			(shrugs)
		Why?

	Uh.

				TUCKER
		How bad would it hurt?  If you
		fell off the top?

	EXT. YARD - DAY

	AERIAL VIEW of Jackie, Annabelle, Tucker and assorted neighborhood
	looky-loo kids from SEVENTY FEET in the air.  Everyone looks like
	TINY DOTS running around the lawn.  We realize that we are almost
	at the TOP of a giant EVERGREEN TREE.

	We see a patch of red.  And now a blue stripe.  The wind reveals
	more -- It's BEN CLIMBING to the very top of the tree.  The calling
	of his name becoming more and more faint in the distance -- His leg
	MISSES a branch -- causing a cluster of PINE CONES to FALL in front
	of Jackie -- she looks up screaming --

				JACKIE
		BEEEENNNNNN!

	Jackie's POV -- Ben crouched at the top of the evergreen -- as the
	wind sways the tree perilously back and forth.

				JACKIE
		Don't move!

	SMASH CUT TO LATER, as...

	An enormous CRANE moves through the sky.  Jackie holds tightly onto
	JESSICA, a diminutive five-foot-tall Firewoman, as they soar skyward
	towards Ben.  A slightly condescending tone to...

				JESSICA
		That's quite a grip you have there
		Ma'am.  Do we have an issue with
		heights?

	Patronized the wrong gal.  In a crisis.

				JACKIE
			(looking her up and
			 down)
		I don't care if you're a dwarf,
		so long as you do your job.
		BEN!  I'M COMING!  STAY THERE!
		MOMMY'S COMING!

				JESSICA
		Ma'am, my arm's going numb, maybe
		you could loosen your grip just a
		little.

				JACKIE
		That's absolutely out of the question.
		BEN!  I'M HERE!

	The crane STOPS.  Ben has climbed to the top branches of the trees;
	they SWAY from side to side like a METRONOME.

				JESSICA
		Hello Ben.  Your mother says you're
		real good at disappearing --

	Ben tries to climb a little higher -- Branches SNAP.

				JACKIE
		Ben!  Mommy's so glad to see you -- Now
		stop climbing!
			(He keeps climbing)
		Ben listen to me...

				BEN
		No!  I have to get there.

				JACKIE
		Where Ben?

				BEN
		Before you.

				JACKIE
		Ben where do you have to get to?

				BEN
		Heaven.  I have to tell him he's made
		a mistake.  He should take Grammy
		Martha first.  Or Grandpa Norman.

	Jackie's heart breaks, unable to speak.

				JACKIE
		Ben.  God doesn't like visitors.

				BEN
		How do you know?

				JACKIE
		Ask her, she's a heroic Fireperson.
		She does this twenty times a day.

				BEN
		Oh.

	Jessica begins to crawl out to him on the limb.

				JESSICA
		Oh yeh.  It's in our official manual.

				JACKIE
		That's right, Ben.  That's why Firemen
		have giant ladders and climb up
		and down poles.  They're like...
		messengers... carrier pigeons...
		between heaven and earth.

				BEN
		That's good cause we need to hurry.
		My mom doesn't have very much time
		left.

				JESSICA
		Then you know what we should do?
		We should go to the Fire Station
		together and ring the firebell to
		get God's attention.

				BEN
		Cause it's an emergency.

	Ben opens his arms, teeters, and Jessica HAS him.  She reaches him
	out, and...

	...HANDS him to Jackie, alone in the cherry-picker.  Jackie GRASPS
	Ben, pulling him FIERCELY to her arms in a death grip.

	From down below, the kids CHEER.  The worst is over.

	HOLD on Jackie, clutching her baby for dear life.  Knowing it isn't.
	
	INT. BEN'S BEDROOM - NIGHT

	Jackie stands in the doorway watching her son -- her baby boy --
	sleeping.  She looks drawn, but even if her body would let her
	sleep she couldn't.

				JACKIE
			(a whisper)
		God...I will do anything...I will
		go through any amount of pain you
		give me.  If you'll just let me
		see them grow up.

	A slow ragged breath.

				JACKIE
		Is that asking so damn much?

	She leaves the room soundlessly.  Ben stirs.

	ANNABELLE'S BEDROOM - LATER THAT NIGHT

	Annabelle sleeps soundly in the glow of a night light.  Jackie
	appears, leaning down to rouse her gently.

				JACKIE
		Annabelle...wake up honey...

				ANNABELLE
			(sleepy)
		Mom?  What's wrong?

				JACKIE
		Nothing sweetheart.

	Jackie sits on the edge of the bed, stroking Annabelle's head.

				JACKIE
		I got Ginny Weintraub to come stay
		with Ben.

	Annabelle's puzzled look.  Why would you do that?

				JACKIE
		How'd you like to go someplace
		special with me?  Right now.

	EXT. NORTH VALE STABLES - NIGHT

	The light of the full moon illuminates the night and we see Jackie
	and Annabelle sitting on a horse.  Annabelle in front, Jackie with
	a strong hold on her.  Both have their nightgowns tucked into their
	jeans, coats over them.

				JACKIE
		Hold tight, sweetheart.

	She KICKS the horse forward and they HEAD OFF toward the rolling
	hills in the distance.  Jackie and Annabelle ride faster and faster
	along the trail.  Jackie has one arm firmly around Annabelle's
	waist and controls the horse with the other.  Jackie closes her
	eyes for a moment, allowing the wind to wash over her.  The smells
	and sounds of the night seem to free her, give her strength.
	Annabelle relaxes against her mother and giggles with delight.
	Jackie soon joins her, and the sounds of their laughter break the
	silence of the night.

	They come to a stop at the crest of a small hill and we now see the
	tears on Jackie's face.  Annabelle can't see, and stares out at the
	moonlit valley before them.

				JACKIE
		I'm never, never going to forget this.

	Annabelle snuggles back.  Happy.

				ANNABELLE
		Never say never.

	Jackie kisses the top of her baby's head.

				JACKIE
		You're old enough to learn the
		loophole.  You can say 'never,
		never'.  If you mean it enough.
		To say it twice.

	Annabelle yawns.  So content in her mother's arms.

				ANNABELLE
		I'll remember.  Always, always.

	So Jackie grips a little tighter.  Breathes a single word, just
	loud enough to hear...

				JACKIE
		Promise.

	EXT. JACKIE'S HOUSE - DUSK

	Rachel and Luke heading up the path to Jackie's door.  It is early
	winter.  Stark trees, a light snow on the ground.  Rachel pulls her
	coat tighter around her.

	INT. JACKIE'S FRONT DOOR - DUSK

	Ben rumbling down the hall to the door.  Stands in front of it, as
	the bell RINGS again.

				BEN
		IS THAT YOU?

				RACHEL (O.S.)
		IT'S YOUR GIRLFRIEND, BIG GUY,
		OPEN UP.

	So he does.  Gives her a sweet hug.

				LUKE (O.S.)
		Hey.  Remember me?

	He enters behind her.  SCOOPS his body in the air.

				LUKE
			(John Wayne)
		Listen up.  That's a pretty big love
		you're givin' my best girl, pard.

				BEN
			(Clint)
		Listen sideways.  I love her and
		you love her.  Now what are we
		gonna do about it?

	They follow Rachel down the hall...

				LUKE
			(Mister Rogers)
		We'll share.  Like good neighbors.

	They enter the living room.  Annabelle sits sullenly in front of
	the TV.  Her overnight duffle and book bag and coat piled beside
	her.

				RACHEL
		Hey, gorgeous, where's Big Mama?

	No answer.  Annabelle worried about something.

				RACHEL
		She still packing for her trip?

				ANNABELLE
		I killed my math quiz, A-minus.

	They slap FIVE.  Go through the ritual of a three-step black guy
	handshake.

				RACHEL
		And...other things?  At school?

	Annabelle cuts a look in Luke and Ben's direction.  Please not in
	front of the menfolk.

				RACHEL
		We'll talk.  I'll go check
		on Mom.

	Annabelle frowns at Mom's name.  Rachel strokes her.  Heads down
	the hall...

	Knocks at the open door to Jackie's bedroom, where Jackie is
	calmly, meticulously, laying out things beside her large open
	suitcase.  She waves Rachel in, and keeps working.

				RACHEL
			(checking out the
			 stuff)
		It's gonna be cool, huh?

	Bulky sweaters.  Wool things.

				JACKIE
		I can never figure weather.  Last
		trip, I made all the wrong choices.

	Rachel and we have a better angle now.  Jackie looks awful.  Drawn,
	weak, masking pain with obvious courage.

				RACHEL
		Bad day?

	Rachel sits on the edge of the bed.  Jackie turns away, goes to her
	open chest of drawers.

				JACKIE
		Can't complain.

	Even her voice is carefully under control.  Awkward, Rachel looks
	around the room.  A stack of photo albums, scrapbooks, open.  Works
	in progress.

				RACHEL
		Can I look at the pictures?

				JACKIE
		It's a mess, right now.  That's
		my project when I get back.

	So quiet, we can hear a clock TICKING nearby.  Rachel's gaze
	returns to the bulky sweaters.  Holds there.

				JACKIE
		See, I'm not going to Houston,
		after all.

	Like you obviously figured out.

				JACKIE
		There's this clinic in Montreal.
		We've studied their process, we
		like their success rate...

	Two women nodding, in a calm, matter-of-fact way.  As if discussing
	recipes.

				JACKIE
		They combine some compounds that
		have been getting results in France,
		with vitamin injections.  Seems to
		activate the chemo...

	Silence.

				RACHEL
		So.  Hopeful.

				JACKIE
		It's promising, this one.  We're
		upbeat.

	Rachel swallows.  She's out of words.

				JACKIE
		I really look like shit.

				RACHEL
		You look sick.  But you look...
		together.  Mentally tough.

				JACKIE
		Yeh, that's bull.  I'm going for
		serene, they say some actually get
		there.

	A shrug.  The first bitterness to seep through.

				JACKIE
		Prob'ly low percentage on mothers.

	She sits, unceremoniously, right on the floor.  Pantomimes a smoke.
	Rachel goes into her bag.

				JACKIE
		You try to center on the big issues,
		y'know.  What it's all about.  What
		this whole trip has meant.  But then,
		the really big issues keep swamping y...

				RACHEL
		Brad Kovitsky.

	Tosses Jackie a pack.  Matches next.

				JACKIE
       	You don't have any pot, I s'pose?

	Rachel's eyebrows head north.

				JACKIE
		The primo stuff is great for pain.

				RACHEL
		I think my 'primo shit' got left
		in my 'bellbottoms.'

	Jackie lighting up.  Deep soulful drag.

				JACKIE
		So.  She ignores this little Kovitsky
		punk, takes the high moral ground...

	Reading Rachel's face.  Who is already wincing.

				JACKIE
			(yeh)
		He's relentless.  A major asshole.

				RACHEL
			(nodding)
		And you said...

				JACKIE
		What else?  Keep on keepin' on.

	Oh.  Rachel tries to hide her disappointment.

				JACKIE
		She has to stick with it.  Have
		the patience, the guts, to ignore
		the pain.  You disagree?

	Half a beat.  Rachel shakes her head, nope.

				RACHEL
			(softly)
		Hey.  You oughta know.

	INT. LUKE AND RACHEL'S DEN - NIGHT

	Luke sits with Ben, building a gigantic magic castle from a million
	Leggos.  I's architecturally interesting.  Through the window
	behind them, a cold winter rain.

				RACHEL (O.S.)
		God, sorry I'm so late...

	She is entering, peeling off her jacket.  Tired as hell.

				RACHEL
		Duncan is doing his Himmler
		imitation on this gig.  I got
		yelled at for quitting at eight.

	Under Luke's patient exterior, the stress is showing.  As Ben
	watches, he replaces a key piece of the turret...

				LUKE
		Yeh, well, I'll be up all night
		on this brief.  And then...

	He shoots her a really sorry look...

				LUKE
		I've got a morning plane to Boston
		for the depo.  Back Sunday night.

	Wow.  They lock eyes in the bond of 'what are we gonna do?'

				RACHEL
		No problem.

				LUKE
		I made that paella you liked.
		It's on the stove.

	She kisses Ben's head, Luke's mouth, that one lingering a little.
	Then, down the hall to...

	...the kitchen.  Annabelle sits with her homework stacked,
	untouched.  Staring out the dark window.  Clearly, this is worse
	than death.

				RACHEL
		Lemme guess.  A bad hair day.

	Annabelle TURNS like a hunted animal...

				ANNABELLE
		She told me to keep ignoring him!
		So I did it!

	Not a good result, huh?

				ANNABELLE
		You know what that creep and his
		frogfaced footmen are calling me
		now?  In front of the whole world?
		Frosty, the Snow Bitch!!

				RACHEL
		That's so weak.

				ANNABELLE
		Here's weak...Mom said she was
		gonna talk to the teacher and
		Brad's parents!!  Can you believe
		the humiliation???

				RACHEL
			Honey, she won't d...

				RACHEL
		I told her if she pulled that,
		I'd kill myself, and she could
		go to my funeral for a change!

	For a change.  That's where this is coming from.  Rachel reaches
	her arms around her...

				RACHEL
			(murmurs)
		Hey.  Hey.  I've personally never
		gone to a funeral.  And I'm not
		starting anytime soon.

	The phone begins to RING...

				RACHEL
			(a whisper)
		Specially not in this family.

	Keep RINGING.  Rachel checks her watch.  Shit.

				RACHEL
		Nine o'clock.  That could be your
		mom from Montreal.  Now you need t...

	But Annabelle BREAKS LOOSE from Rachel's arms and BOLTS out of the
	room.  Rachel watching in despair.  Lifts the phone on the sixth
	ring...

				JACKIE
			(bright and soft)
		Hi.  How's the vitamins up there?
		Having big fun?

	INTERCUT throughout:  Jackie in a hospital gown.  At the window of
	her room, rain pouring down on Montreal.

				JACKIE
		Eat your heart out.  Is Annabelle
		there?

				RACHEL
		Yeh, she's...I'll get you Ben
		first, it's past his bedti...

				JACKIE
		How's she doing with Brad?

	A beat.

				RACHEL
		Can I say one thing?  I mean, the
		last thing I want to do is inter-
		fere on the Brad thing, b...

				JACKIE
		Thanks, but it's under control.

	A shorter beat.

				RACHEL
		Yah?  Well, even the best mom in
		the world, the smartest, the wisest,
		whatever.  Needs to know when to
		find a Plan B.  Cos Plan A is not
		and will n...

				JACKIE
			(tired, short)
		It's covered, okay?  I appreciate
		your concern.  Can I talk to her?

	And real quiet...

				RACHEL
		I'll get Ben.

	INT. ANNABELLE'S ROOM - MOMENTS LATER

	Annabelle lies on her bed in darkness.  Clutching her pillow.
	Lights streams in as Rachel enters.  Sits on the bed, next to this
	furious child.  Puts the cordless phone by the pillow.

				RACHEL
		Annabelle, I know you miss your
		mother.  So why don't you say hello.

				ANNABELLE
		Why don't you say hello?

				RACHEL
		Annabelle pick up the phone.

				ANNABELLE
		Annabelle pick up the phone.

				RACHEL
		That doesn't bother me.

				ANNABELLE
		That doesn't bother me.

				RACHEL
		You think this is funny?

				ANNABELLE
		You think this is funny?

				RACHEL
		No.  I think it's ugly.

				ANNABELLE
		You're just a stepmother.  So stop
		bossing, cos nobody's listening!

				RACHEL
			(even, in control)
		June 3rd, God willing, I'll marry your
		Dad.  And then I will be your stepmom.
		And right now, I'm not looking forward
		to th...

				ANNABELLE
		Suits me fine!

	Rachel cooks her head to one side, like she's seen Jackie do.

				RACHEL
		Stepmother.  You think that means
		you can step on me?  Over me?  That
		you're one step ahead of me?  Well,
		you're not.

	Strong voice.  No smile at all.

				RACHEL
		You know when girls grow into women?
		When they have to.  And this is your
		moment, kid.  Ready or not.

	Picks up the phone.

				RACHEL
			(low)
		Your mama is in a hospital, far away.
		She needs you, right now.  She needs
		you to be big.  To put the kid aside,
		and help her get well.  Now.  Fucking.
		Do it!

	CLICKS the phone ON.  Hands it to her.

				ANNABELLE
			(tears on her face)
		Hi, Mom.  How are you feeling?

	As Rachel leaves, silently, we...

	INTERCUT throughout:  Jackie at her clinic window.  Cellular at her
	ear.

				JACKIE
		Darling, I've been thinking about
		our little Brad problem?  And I
		think it's time we move to Plan B...

				ANNABELLE
		You cannot believe what he said,
		it was the worst instant of my
		total life on Earth!!

				JACKIE
		I know.  I know how rough life can be.
		And how unfair.  So here's what we do.
		Tomorrow, on the lunch yard, you walk
		straight up to that little jerk...

				ANNABELLE
		And bring my knees up, real hard, yeh?

				JACKIE
		No, that never solves anything.  You
		talk like the big girl you are.  About
		what you feel.  And how he's hurt you.
		You know?  You tell the truth.

	Nodding to herself.  Knows this is right.

				JACKIE
		You use your words.

	EXT. SUBWAY CAR - DAY

	An actual SUBWAY CAR filled with PAIRS of animals, cats, rabbits,
	dogs, two horses peeking out a window, peacocks.  Noah's Subway, so
	to speak.

	Duncan and his client watch as Cooper assists Rachel, who SHOOTS
	the menagerie from low ANGLES.  At last, she lowers her camera.
	Check her watch.  Shoots Cooper a knowing look.  And HANDS HIM the
	camera.  WAVES to her subjects...

				RACHEL
		I love you guys.  You're animals!

	And starts WALKING OFF down the tunnel.  Duncan looks at his
	watch, then JUMPS up, TEARS after Rachel, GRABBING her arm,
	SPINNING her around, he faces...

	...someone ready for this.

				RACHEL
		It's 1:45, I told you there's no
		one to pick up Annab...

				DUNCAN
		But you're not done!

	She licks her lips.  Stands her ground.

				RACHEL
		I've got it.  It's in the can,
		Cooper can wrap th...

				DUNCAN
		We don't KNOW if you've got it, we
		haven't SEEN it yet!  Now go back
		and FINISH!

	Her glare says do NOT fuck with me.  The mother lion look we've
	seen on Jackie.

				RACHEL
		Which part of no don't you
		understand?

				DUNCAN
		Look, I will send a P.A. to pick
		up the children.  There are agencies
		that supply sitters, nannies...

				RACHEL
		They're losing one mother.  They
		can't lose two.

	The bottom line.  He looks as freaked as she is determined.

				DUNCAN
		You're making a career decision
		here, I would strongly sugg...

				RACHEL
		Duncan.  I've got an even better
		idea...

	She leans forward.  In his face.  So she barely has to murmur.

				RACHEL
		I.  Quit.

	A beat.

				DUNCAN
		You can't do that, I won't let you!

				RACHEL
		No, no, no, this is a job that's
		hard to keep, not a job that's
		hard to lose, can't be both.

				DUNCAN
		Rachel, don't do this, you will
		never forgive yourself!

	She thinks that over.  For half a second.

				RACHEL
		Actually.  I just did.

	And without further fond farewell...

	She is gone.

	EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY

	The last cars are pulling away.  Some kids are still playing
	sports.  And sitting on the ledge by the flag pole...

	...two children.  The little boy is reading his Garfield book for
	the three hundredth time.  His big sister is simply crying, openly,
	for a disinterested world to see.  A car SCREECHES up.  The driver
	BLASTS out the door, RUNS to us...

	Then crouches slowly.  At Annabelle's feet.

				RACHEL
		Oh, baby, I'm so sor...

				ANNABELLE
		IT'S NOT YOUR FAULT!!

	Rachel is dying inside.  Reaches to brush at Annabelle's tears, but
	the child SMACKS her head away.

				RACHEL
		Ben, go sit in my car right now,
		and I will bribe you big time.

	Excited, he runs off.

				ANNABELLE
		I did what she said.  I used my
		words, I told him what I felt,
		and they...

				RACHEL
		...laughed, yeh.  They laughed
		real hard.

	Annabelle nodding BIG, gulping back tears.

				RACHEL
		That's because men can be scum,
		your precious father excepted,
		may you live to find one like him,
		it is damn hard.

	And wraps her arms around the girl...

				RACHEL
			(looking around)
		Now is that little prick still here,
		because if he is, I'm gonna rip his
		fucking heart out!

				ANNABELLE
		No, his mother's always on time.

	Great.

				ANNABELLE
		And Mom says anger never, never
		solves anything.  It makes every-
		thing worse.

				RACHEL
		That's because your mother is a
		fine person, finer than I will
		ever be.  Now, just this once...

	Just this once.

				RACHEL
		If I tell you what to do.  Can we
		cut a deal?

	Annabelle stops crying.  This is what she has prayed for.

				RACHEL
		Tomorrow is Friday, your mom comes
		home.  You tell her you did what she
		said.  It didn't work yet.  But you're
		gonna talk to Brad again on Monday.

	Leans close...

				RACHEL
		And youdon't tell her.  What
		you're going to say.

				ANNABELLE
		Not use my words, please!

				RACHEL
			(smile)
		No, baby.  You're gonna use
		my words.

	The sun dawns.  On a child's face.  Rachel brushes the tears away.
	They won't need them anymore.

				RACHEL
		Okay, let's start with looks.  I
		know he's handsome, but the best-
		looking people are so vain, there's
		always something they're insecure
		about.

	Annabelle shakes her head.  Nothing.

				RACHEL
		Does he have zitz?  We can call
		him Pizza Face.

	Nope.  None.

				RACHEL
		Help me here...

				ANNABELLE
		Uh.  He thinks his nose is too
		big.  But it's not.

				RACHEL
		Great.  Big ears, too?

				ANNABELLE
		No.  But they stand out, a little.
		Like this.

	Shows how.

				RACHEL
		Done.  He's a dead man.

	Rachel stands up.  Walks in circle, thinking.  Comes back.
	Strikes a pose.

				RACHEL
		Monday lunch, you walk up with
		attitude, you hear me?

	Finger STABS out...

				RACHEL
			(as Annabelle)
		Hey, Ear Boy!
			(does the ears)
		Listen up, Rhino Face, because I'm
		saying this one time!  So your
		pathetic, no-life, ass-kissing little
		groupies here, better take notes!

	Annabelle is swooning with joy.

				RACHEL
			(as Annabelle)
		I dumped you, limp dick, when I
		got a peek at your deformed unit,
		which is sadly microscopic!

	Annabelle laughing, applauding.

				RACHEL
			(as Annabelle)
		As for your pitiful knowledge of
		sex?  I'm not wasting my time with
		some loser who doesn't even know
		what snowballing is!

	Annabelle raises her hand.

				ANNABELLE
		Uh.  What is it?

				RACHEL
		Oh.  It's an incredibly disgusting,
		and not remotely sexy thing, that
		they described in a movie I'd never
		let you go to.  But it's real.  Does
		he have an older brother?

				ANNABELLE
		In high school.

				RACHEL
		He'll be impressed.  The clincher is,
		you walk away, then whip around...

	Like this.

				RACHEL
		The guy I see is in the eighth grade
		at Prep School, and he laughs his ass
		off every time we talk about you.

				ANNABELLE
		But Rache...

				RACHEL
		A suitable boy, will be at this
		flagpole, on Monday, with a very
		expensive bike, and he will be a
		stone FOX if I have to call an
		escort service!

	The kid.  Is breathless.

				RACHEL
		Now let's go stuff you full of
		junk food.

	Wraps an arm around her.

				RACHEL
		I've had the worst day.  Till now.

	INT. NEWARK AIRPORT - DAY

	Arriving PASSENGERS are filling through the gate.  Last, is a female
	FLIGHT ATTENDANT, WHEELING a gray-faced Jackie in a collapsible
	wheelchair.  The woman leans to her...

				FLIGHT ATTENDANT
		We'll get your bags, and the taxis
		are just...

	Jackie GRIPS the wheel, STOPPING them.  Stares, frozen, as across
	the way...three faces stare back.

				RACHEL
			(sheepish)
		Surprise?

	And Jackie LEAPS out of the wheelchair, RUNS across the distance,
	runs to SCOOP her babies in her arms...

				JACKIE
		It's a miracle!  I can walk!

	Annabelle laughs.  Ben covers Jackie with kisses.  Rachel watches.
	From the crowd.

	INT. JACKIE'S HOME - DAY

	Rachel carrying the suitcase, Jackie has each kid by the hand, as
	they troop through the house to arrive at...

	...Jackie's bedroom.  Where Jackie freezes.  Her mouth OPEN.  For
	Rachel has...

	...HUNG striking black and white PHOTOS of the children all OVER
	the room.  One is of Ben's FEET, left shoe on right foot and vice-
	versa.  Another glimpses Annabelle's beautiful FACE hidden in her
	hair.  Ben sitting in a cupboard.  Annabelle a bold ear of corn.
	Ben sitting on the bottom limb of the huge evergreen.  Annabelle
	kissing her horse's muzzle.

	Jackie just stands.  Trying not to cry.

				JACKIE
		Okay.  These are good.

				BEN
		I helped.

	She know he did.  Looks across the room at Rachel.  No more words.

				BEN
		Let's go to the park!

	Jackie sighs.  Smiles down at him.

				JACKIE
		I've got a lot of medicine in me,
		sweetie.  And I'm a little wobbly for
		driving or running ar...

				BEN
		Rache can do that part.

	Jackie absorbs that.  And all it portends.

				RACHEL
			(softly)
		Hon, maybe your mom would like t...

				JACKIE
		...go to the park.  In the worst way.

	Silence.

				ANNABELLE
			(grins)
		Well, with Rachel driving.  That's
		how we'll go.

	EXT. PARK - DAY

	LONG ANGLE...five swings in use.  In four, the kids are pushed by
	moms or nannies.  In the fifth, Ben is pushed by Annabelle.  Guess
	who's going the highest.  PULL BACK to...

	...two women on a bench.  Under a starkly bare tree.  Jackie is
	drinking in the air, the cold, the day.  Rachel watching that.

				RACHEL
		Serene.  You're getting the hang
		of it.

	Jackie doesn't answer for a beat.  Almost as if she hasn't heard.

				JACKIE
		Serene means you accept.

	Shakes her head.

				JACKIE
		Part of me hasn't quit yet.  And
		the other part is still pretty
		outraged.
			(calmly)
		When it's not terrified.

	Watching the world of moms and kids.  Who are not terrified.

				JACKIE
		I'm thinking.  Do I know you well
		enough to really chew you out?

				RACHEL
		No.

	Jackie turns to her.  Diamond laser glare...

				JACKIE
		Have you lost your mind?!  You fought
		years for that job!  And you quit??

	Oh.  That.

				RACHEL
		It's just not the right time t...

				JACKIE
		Do what you've worked your whole
		life to do?

				RACHEL
		It was just a job, there'll be plenty
		of others.

				JACKIE
		You mean, after I'm dead?

	Do you?

				RACHEL
		Hey, you haven't quit on you, I'm
		sure as hell not gonna.  I just
		mean, I'm juggling a lot right n...

				JACKIE
		Juggle it!  Move the darkroom into
		your house.  You've got that room
		downstairs with the treadmill Luke
		never uses anyway.  Don't lose your
		confidence.  Don't lose your edge.

				RACHEL
		It's the same choice you made.

				JACKIE
		Yes.  I made the choice that was
		right for me.  And I don't regret
		it.  But even for me, there were
		days when I felt so lost, so invis-
		ible.  And then I'd hate myself for
		the kids not being enough.

	Reading Rachel's face.

				JACKIE
			(softer)
		I know you, huh?  The car pools,
		he measles, the PTA.  It's not
		gonna be enough for you in the long
		run.  You have to think long term.

				RACHEL
		I just want to spend time with
		them when I'm not rushing or on
		the phone or tired or...

				JACKIE
		That's motherhood.  That's the
		job, with or without a career.
		I'm telling you the biggest gift
		you can give them is your happiness.
		They need you to be happy.

	Can you hear me?

				JACKIE
		Cause if you're not, the easiest
		person to  blame is the guy sleeping
		next to you.  And you'll push him
		away, and then hate him even more
		when he goes, until finally you have
		no choice but to leave.  And that
		can't happen.

	Rachel's turn to wonder.  She starts to say something, thinks
	better of it.  Asks instead...

				RACHEL
		That's the bottom line, isn't it?
		I can't make a mistake.  Because
		it'll screw your kids.

	Glances over.

				RACHEL
		My advice to you?  Don't die.

				JACKIE
		Feeling the pressure?

	Rachel's eyes move across Jackie's face.  Then, out to Ben, on the
	distant swings.

				RACHEL
		Last time I pushed him?  He said,
		'Higher, Rache.  It makes my penis
		sting.'

	Thin smile.  Now it's Jackie watching Rachel's profile.

				RACHEL
		I'm gonna buy him that white dove
		for Christmas.  If I don't, you'll
		get him a fucking eagle!

	Jackie keeps watching her.  And in a quiet voice...

				JACKIE
		Ben was born in two hours, went
		right to my breast and camped
		there for three days.  Always with
		this...mischievous look...

	Watches Rachel nodding, absorbing.

				JACKIE
		Somehow, his blanket always looked
		like a cape, even the nurse said
		that.  He loves to hear that story,
		over and over.  How he was born a
		magician.

				RACHEL
			(softly, never turning)
		And her...?

				JACKIE
		Took 28 hours.  She just wasn't
		sure about entering this world.

	Watches the feeling well in Rachel's eyes.

				JACKIE
		The doctor wanted to go in and get
		her, but I knew she'd come in her
		own time.

	Rachel nods.  It fits.

				JACKIE
		That's who she is.  Don't let
		anybody rush her.

	Silence.  A murmur...

				RACHEL
		I'll keep that in mind.

	Rachel settles back.  Her eyes now locked away somewhere private.

				JACKIE
			(quietly)
		What?

	Rache smiles.  That Jackie sensed something.

				RACHEL
		It's not about the kids.

	Looks over.  Decides whether to ask...

				RACHEL
		That thing you said before.  Pushing
		the guy sleeping next to you away.
		Because of what you gave up for
		motherhood...

				JACKIE
		Is that what he told you?

				RACHEL
		He won't discuss it.  Just calls it
		history.

	A trace of edge to Jackie's smile.  But no real anger.

				JACKIE
		Well, he got that part right.

	Looking.  Looking.


				RACHEL
		So what's the part he got wrong?

	An urgency in that.

				RACHEL
		I got all day.

	EXT. COURTHOUSE STEPS - TWILIGHT

	Luke and his bulky briefcase, coming down the stone steps two at a
	time, until...

	...he sees her.  In her winter coat.  Smoking as if it could keep
	her warm.  And despite her tension, he grins, heads over.

				LUKE
		What a great surpri...

				RACHEL
		Hold your applause.  We're not
		having fun, here.

	And from her face.  She means every word.

				LUKE
			(concerned)
		Is Jack okay?

	Great.  Just what she wants to hear.

				RACHEL
		Oh yeh, she was cracking me up.
		Dishing details of her sordid
		little divorce.

	Ah.  A beat.  To assess the damage.

				LUKE
		And you freaked.  A little.

	Hey...

				RACHEL
		Just like to make sure.  That your
		past.  And my future.  Are real
		different.

				LUKE
			(quietly)
		Well, they will be.

				RACHEL
			(hard and low)
		Imagine my relief.  So what's for
		dinner?

	He sighs.  Jesus.

				LUKE
		Why in the world would she t...

				RACHEL
		You took a fishing trip with the boys.
		Liked it so much, you took another.

				LUKE
		I needed some time away.

				RACHEL
		...while she watched the kids.  Then,
		you booked this flat in Paris for your
		family's summer.  But she said...

				LUKE
			(weary)
		'...the kids have camp.  Their friends
		are here.  Over there, I'll just be
		shopping in a language I don't even
		know.  My life, and the kids' lives,
		aren't here to service your mid-life
		crisis.'  Did it go like that?

	It did.  People are passing them.  They do not notice.

				LUKE
		She called it a fight.  The fight.

				RACHEL
		What do you call it?  You told her
		you had doubts.

	He looks around.  People are moving on.  Toward their drinks, their
	dinners, their lives.

				LUKE
		Can we go sit somewhere?

				RACHEL
		Let me put it this way.  Hell, no.

	And takes out her cigarettes.  Her fingers fumble slightly.  It
	isn't the cold.

				LUKE
		I told her I loved her.

				RACHEL
		By way of saying you were unhappy.

				LUKE
		Restless.

				RACHEL
		Excuse me.  'Things are so confusing
		for me, Jack.  Our life feels too
		comfortable, too safe, too predict-
		able.  It's a partnership, it's
		juggling schedules.  When I think of
		playing that out, every day, for the
		rest of my life...'

	Dead at his eyes.  And he nods.  Once.

				LUKE
			(softly)
		'...I don't know if I can make it.'
		That's what I said.  But I didn't
		leave.

				RACHEL
		No, she threw you out.  What a
		difficult woman.

	Pulls out her box of matches.

				RACHEL
		So now I get to wait...

	A single match...

				RACHEL
		For the first sign.  The first
		fishing trip...

	STRIKES it.  Shields it from the wind.

				RACHEL
		What do you figure, Luke?  When
		am I too old to be exciting?  When
		your daughter brings home her college
		roommate?

	Lights her cigarette.  As he watches.

				LUKE
			(softly)
		That's a pretty ugly thing you
		just said.

				RACHEL
		No, here's ugly.  'I love you, babe.
		It's just our life together I'm not
		so sure about...'

	Big draw.  Never wavering from his eyes.

				RACHEL
		'But keep dancing, and if you're
		lucky, I might just never leave,
		who knows?'

				LUKE
		That's not us.

				RACHEL
		Because you've changed so much.

	He puts his hands on her, gently.  But she flinches.  So the hands
	come away.

				LUKE
		You want me to show you the future.
		Well, I can't darlin'.

	I can't.  She searches the lovelight in his eyes.  As if she could
	weigh it.

				LUKE
		We make our lives, one step at a
		time.  We do the best we can.  The
		truth about the future?  A promise.
		Is only a hope.

				RACHEL
		How about the promises we make to
		our kids?  About their future.  Do
		we shrug those off, just that easily?

	That slows him down.

				RACHEL
		Maybe Annabelle deserves to find
		out who really broke up her family.
		While her mom is still around.

	Stops him.  Cold.

				RACHEL
			(quiet)
		Hey.  Just a thought.

	Flips her cigarette to the gutter.  Shrugs...

				RACHEL
		You got one less for dinner.

	Takes a step back.  Only one.  But it registers.

				LUKE
		Where you goin'?

				RACHEL
		I'm gonna get me a drink.

	Nods, to herself.

				RACHEL
		And I'm gonna drink it alone.

	And she walks off.  Slow.

	EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY

	Ben alone in the back seat.  Reading his beloved Garfield book.
	Shift ANGLE to see...

	...the women standing by the car.  Rachel looks a little anxious...

				RACHEL
		You really didn't have to come,
		you know.  I'd have brought them
		straight t...

				JACKIE
			(staring at something)
		Who in the world is he?

	See now, across the way.  A gorgeous BOY, dressed cool, stands
	holding an expensive bike.  And chatting happily with Annabelle.
	In the distance, other kids pretend they aren't watching.

				RACHEL
		Looks nice enough to m...

				JACKIE
		He looks familiar.  Did he do a
		Calvin Klein ad?

	Across the way, the boy leans, kisses Annabelle sweetly on the
	cheek.  Waves to her.  Peddles off.  In distance, kids are dying.
	Annabelle pretends not to know that.  Just walks casually toward
	us, but as she approaches, she can't help breaking into a RUN,
	straight...

	...into RACHEL'S ARMS.

				ANNABELLE
			(breathless)
		It workeditworkeditworked!  Omigod,
		you can't believe the look on his
		face!!!

	SQUEEZING Rachel tight enough to crush her bones.  And although
	Rachel hugs back, although she kisses Annabelle's hair...

	Her eyes are locked to Jackie's.

	Houston.  We have a problem.

	EXT. JACKIE'S YARD - DAY

	Rachel alone by the weathered redwood swing and slide set.  She
	is pacing in a circle, looking like a kid waiting to see the
	principal.  Sucking her cigarette like smoke was oxygen.  She picks
	a bottle of beer off the grass.  Twists the top.  Settles awkwardly
	on the seat of the taller swing.

	HEAR the screen door open.  Bang shut.  Rachel takes a sip.  Before
	she looks up...

				JACKIE
			(low, calm)
		Now we're going to have a fight,
		you and I.

				RACHEL
			(barely audible)
		Are we.

				JACKIE
		And I'm going to win.

				RACHEL
			(straight to her eyes)
		Don't be too sure.

	No anger in Jackie at this moment.  The ferocity of that mother
	lion.  The strongest face we'll ever see.

				JACKIE
		Now, 'limp dick', I know.  What.
		Is 'snowballing'?

				RACHEL
		It doesn't matter, I didn't tell h...

				JACKIE
		Because there'll be, oh, 20 or
		30 mothers phoning me in the
		next hour or so.  And they'll b...

				RACHEL
		Give 'em my number.

	Jackie on the prowl around this swing.  Stalking her prey.

				JACKIE
		Actually.  They'll want Annabelle's
		mother.

				RACHEL
		Is that what you're worried about?
		Looking bad at the PTA?

				JACKIE
		You are defending what you did?

				RACHEL
		Right down to the ground.  Let's
		get to it.

	Not quite what Jackie expected.

				JACKIE
		You put filth in my child's mouth.

				RACHEL
		Aw.

				JACKIE
		You had her lie about that...
		that fancy-boy model!

				RACHEL
		Worked.  Like a charm.

	Jackie cannot even believe this.

				RACHEL
		She was beaten, and bloodied, and
		it was going to go on, uni...

				JACKIE
		So you became the hero.  And I
		became the schmuck.

	Straightening her spine...

				JACKIE
		You taught my child that I am some
		limp dick loser.  Who didn't care
		about her pain.

				RACHEL
		That's not wh...

				JACKIE
		You think I didn't have some dirty
		words for that little putz?  You think
		I couldn't figure out some low blows?

				RACHEL
		You weren't passing 'em out.

				JACKIE
		Well, maybe your version of growing
		up is 'Just win, baby'.

	Stalking.  Closer.  Fierce.

				JACKIE
		Mine.  Is a little different.

	Right there.  At the swing.  In her face.

				JACKIE
		See, in that crisis, I saw an
		opportunity.  For some real growth.

				RACHEL
		Oh please.

				JACKIE
		Shut the fuck up.  I didn't go
		behind your back.

	The one scored.  Rachel sips her beer.

				JACKIE
		Doing the right thing.  Knowing who
		you are, inside.  Not caving to peer
		pressure, or lowering yourself to that
		level, steering your own course...

				RACHEL
		She wasn't steering her own course,
		she was steering yours.

				JACKIE
		Well, that's what parenting is about,
		little girl.  They are pleading to
		know how they are supposed to do it.
		And you sure as hell showed her.

	Silence.

				JACKIE
		And there will come another moment.
		When the stakes are really there.
		And she will look back on this.  And
		remember how good it felt.  How easy
		it was.

				RACHEL
		And she'll fight back again.  God help
		me, what have I done.

	Jackie's voice drops.  The softness makes it somehow more
	menacing...

				JACKIE
		You've turned her into you.  And
		I may not get another chance.  To
		turn her back.

				RACHEL
			(suddenly fierce)
		That's what it is.  And that's all
		it is.

	The hand with its cigarette STABS out...

				RACHEL
		You won't get the chance.

	Jackie back on her heels.  Thinking.  A mile a minute.

				JACKIE
		You've got a point there, for a
		change.  Oh, yes you do.

	HER finger stabbing out.

				JACKIE
		You didn't get morning sickness for
		seven months, you didn't breast feed
		till your nipples fell off, you didn't
		spend every minute of every day
		thinking and planning and knowing that
		your decisions were shaping the people
		they were going to be...

	And now Rachel.  Has nothing to say.

				JACKIE
		You are gonna be taking Ben's training
		wheels off.  You are the one my little
		girl will confess her first love to.
		You will see them married, you will
		play with their babies, you fucking
		BITCH, I hate your GUTS!

	The blast washes over Rachel.  And in the silence...

				RACHEL
		Now you're talking sense.

	She looks down at her beer.

				RACHEL
		All year long, I've been watching how
		you do this.  The worries, the sacri-
		fices, the signals you give them...

	Thinks.  Really thinks.  Wants so much to say this right.

				RACHEL
		And I admire you.  More than you'll
		ever believe.  And yet...this...
		thing...has been growing.  Inside me.

	Looks up.  Straight to her eyes.

				RACHEL
		For better or worse.  I'm not you.

	And so she stands up.  The swing shimmies in her wake.

				RACHEL
		I can't live my life channeling the
		One True Mom after you're gone.  I
		can't do it.  I can't do it.  I can't.
		Do it.

	Sets the beer down.  Stabs out her smoke.

				RACHEL
		We have to deal with that.

	And walks off, slowly.  Across the yard.

	INT. INDOOR RIDING RING - TWILIGHT

	Huge indoor space.  Wood-sided walls, dirt floor.  High corrugated
	metal roof, with birds flying, roosting in rafters.  A little GIRL,
	under the keen eye of her TRAINER, puts her mount through its
	paces.  In the cold air, steam rises from the horse's body.  It's
	late, no one else around.  TRACK now...

	...down a walkway.  Toward the stables.  A barn cat is crouched,
	stalking prey.  We hear a soft voice, speaking.  One we know...

				LUKE (O.S.)
		It was like telling her...

	See him now.  Standing awkwardly, against the side of a stall.

				LUKE
		...that I didn't love her anymore...

	See the horse, still steaming.  Standing patiently.

				LUKE
		...if I could be sure I'd always
		stay.

	Circling the horse now, we see Annabelle's back.  She is slowly
	brushing out the sweat mark.  Where the saddle used to be.  Her
	movements are stiff, mechanical.  The soft voice continues...

				LUKE (O.S.)
		She said, 'This thing you call a
		partnership.  The schedules, the
		chores, all the things we have to
		work out...'

	Our ANGLE CIRCLING to see at last Annabelle's face...

				LUKE (O.S.)
			(softer)
		'...for the kids.'

	The tears that stand in her eyes.  The set line of her small mouth.

				LUKE (O.S.)
		'...that's the life I dreamed of.
		And it's all I ever wanted it to be.'

	She swallows.  Because she will not cry.

				LUKE (O.S.)
		That's the kind of person your mom is.
		She's the best.

	Annabelle says nothing.  She drops to her knees.  Begins to clean
	out one of her horse's hooves with a metal pick.  The only sound
	against the stillness.

	And her father watches.  His heart pounding.

				LUKE
		I complained a lot, baby.  We couldn't
		travel, we'd lost our privacy, our
		chance to do things on the spur of the
		moment.  To live for...ourselves.  The
		way we'd started out.

	He goes to her.  The sound of his feet on the straw.

				LUKE
		And she said.  Sounds like you'd be
		happier.  If the kids weren't around.

	Crouches down.  Very close to his child.

				LUKE
		I said.  I love them more than
		anything.  But sometimes... I do
		miss what I've lost.

	Annabelle stops working.  Turns her faces away.

				LUKE
		She said she could never feel that
		way, not for one single second.

	So he leans closer.

				LUKE
		She didn't want to be with someone.
		Who could.

	Silence.  He's staring at the back of her head.

				LUKE
		You know, this horse smells
		really bad.

				ANNABELLE
		There's worse things.

	At least she can talk.  If only just above a whisper.

				LUKE
		Do you know why I never told
		you all this before?

	A beat.  She doesn't look at him.

				ANNABELLE
		Sure.  You wanted me to blame her.
		Instead of you.

	Waiting to hear...

				LUKE
			(very softly)
		That's right.

	She hears honesty.  And heartbreak.  It makes her turn...

				ANNABELLE
		How come you're telling me now?

	He gets lost.  Looking in those eyes.

				LUKE
		I don't want to be wrong anymore.

	I don't.

				LUKE
		I want to say I'm sorry, because I am.
		And let you hate me.  If you have to.

	She swallows hard.  Her eyes moving over his face.

				LUKE
		See that feeling?  Where you feel
		two different things at once?
		That's a grown-up thing.  It's
		not a lot of fun.

	She shakes her head very slightly.  And her eyes water.

				LUKE
		Know why your mom never told you?

	She doesn't.

				LUKE
		She knew that you and her were
		so...solid.  Nothing could rock that.
		But she didn't want to risk...

	The hardest thing.  He's ever had to say...

				LUKE
		...your hating me.

				ANNABELLE
		Cos she loves you.

				LUKE
		Cos she loves you.  She wanted you
		to have a daddy to love.  Even if
		he didn't...completely...deserve it.

	Now the tears in his eyes.  And she's watching that.

				LUKE
		You know how much love that is?
		That she has for you.

	Do you.

				LUKE
		There's going to come a moment.
		When she'll really need you to
		give that back.  And you're just
		the girl that can do it.

	The way he says this.  Makes her ask...

				ANNABELLE
		Now do I know when?

	He reaches.  First time.  Strokes her hair.

				LUKE
		That moment will come.  And your
		heart is going to whisper, 'here
		it is'

	Winds his fingers.  Around her hand.

				LUKE
		And you'll come through.

	She stares in his eyes.  And dead straight.

				ANNABELLE
		If I miss it, daddy?  You clue
		me in.

	Okay, he nods.  That's a plan.

	INT. BAR - NIGHT

	The dimly chic bar.  With its soft upscale buzz.  Where Jackie
	told Luke she had cancer.  Tonight, she waits alone.  Watching the
	entrance.  Nursing her drink.  And then...

	...Rachel comes into the place.  Spots Jackie across the room.
	Weaves her way through the tables.

	And she is there.  Slipping into her seat.  Not knowing what to
	say.

				JACKIE
		Thanks for coming out.

				RACHEL
		Neutral ground.  What's up?

	Jackie stares evenly.  Her chin rests across the back of her
	knuckles.  She looks tired, but okay.  Fueled by adrenaline.

				JACKIE
		Luke called.  He says you're
		checking out.  Of the Heartbreak
		Hotel.

	The waitress appears.  Rachel too locked into the moment to notice.
	So...

				JACKIE
		She likes a Stolie, no ice.

				RACHEL
			(softly)
		Double.

	As the woman leaves...

				JACKIE
		What's this about?  Because
		we fought?

				RACHEL
		Don't flatter yourself.
			(beat)
		I always liked that line.

	Signs.

				RACHEL
		I love Luke, I love the children.
		But there is more to life than
		even love...

				JACKIE
		No, there isn't.

				RACHEL
		And I have looked down the road.
		At what my life will be.  And I
		can't handle it.

	Jackie unblinking.  Focused, strong.

				JACKIE
		What do you see?  Down that road.

	No answer.  Then...

				RACHEL
		I never wanted to be a mom.  Then,
		sharing it with you was one thing.
		Carrying it alone, the rest of my
		life...

				JACKIE
		Is scary.  But you want it.  Gimme
		some truth here.

	The Stolie arrives.  They wait a beat.  The waitress disappears.

				RACHEL
		Well, it's the Jack Kennedy Syndrome,
		huh?  You die young, you always look
		golden.  Perfect.  The memory kind of
		burnishes the image, and...

				JACKIE
		Come on, a wuss like me?  The stiff
		who wouldn't help her own daughter
		fight back?

				RACHEL
		Maybe I was wrong on that one.

	That sits there.  In its sincerity.

				JACKIE
		Well, maybe you weren't.

	And so does that.  Tears are forming in Rachel's eyes.  Here, in
	this public place.

				RACHEL
		Look, when I said I couldn't channel
		you.  That didn't mean I wouldn't give
		my right arm to do just that.

	Shakes her head.

				RACHEL
		Maybe I don't want to be looking over
		my shoulder.  Every day for twenty
		years.  Knowing someone else would
		have done it right.  The way I can't.

	Jackie waits.  Thinks.

				JACKIE
		Trade you a smoke.  For a secret.

	The way she said that.  Something weighty behind it.  So Rachel
	reaches into her purse.

				JACKIE
		You know, I lost Ben awhile back?
		In a supermarket.

	Rachel's hand freezes.  In mid-course.

				RACHEL
		You're lying.

				JACKIE
		I lost him.  I was panicked.

				RACHEL
		You are lying, you never lost that
		kid for 4 seconds, you could find him
		from a coma, there is no WAY!

				JACKIE
			(smiles)
		I was running around like a chicken
		with my head chopped off.  Doing my
		imitation of you.

	Rachel still not buying...

				RACHEL
		Ben never mentioned it.

				JACKIE
		He only remembers I found him.  My
		point is, telling you this story would
		have been the kindest, most helpful
		thing I could ever have done for you.

	The smile fades.

				JACKIE
		Why didn't I?

				RACHEL
		Uh.  You hate my guts?

	Passing the cigarettes over.

				JACKIE
		We were competing.  Even then.

	Yes we were.

				JACKIE
		Instead of being partners.  Watch-
		ing each other's back.  Seeing things
		were covered.

	Pulls out a smoke.  Offers the pack...

				JACKIE
		You're not scared you'll think you
		don't measure up.  You're scared
		they'll think it.  That's the JFK
		thing, yeh?

	Rachel takes one.  Eye contact holding.

				RACHEL
		With good reason.  They fucking
		worship you as it is.

				JACKIE
		What do I have that you don't?

				RACHEL
		Everything.  You're...the Earth
		Mother incarnate...

				JACKIE
		You're the hip and fresh.

				RACHEL
		You ride with Annabelle...

				JACKIE
		You'll learn.

				RACHEL
		You know every story, every wound,
		every memory, their whole life's
		happiness has been wrapped up in
		you, every moment...

				JACKIE
		I have their past.

	STRIKES the match.

				JACKIE
		You.  Have their future.

	Rachel stunned.  By the simplicity of it all.  Slowly, she leans to
	accept Jackie's flame.

				JACKIE
		Don't you get it?  You look down the
		road to her wedding.  You're in the
		room alone with her, fitting her veil,
		fluffing her dress.  Telling her no
		woman was ever that beautiful.

	Tears now.  Standing in two pairs of eyes.

				JACKIE
		And your fear is.  She'll be
		thinking.  I wish Mom were here.

	Jackie lights her own.

				JACKIE
		And mine is.  She won't.

	Her hand trembles as she takes a drag.

				JACKIE
		Now that's enough fear for either
		one of us to kill the other.  And
		no jury in the world would convict.

	Jackie raises her glass.

				JACKIE
		We're guilty, girl.  Of being human.
		And we can't forgive ourselves.

	Holds it forward.  In a toast.

				JACKIE
		But I forgive you.

	And slowly, Rachel lifts her own glass.  CLICKS it with Jackie's.

				RACHEL
		Don't rush me.  I'm deciding.

	SLOW DISSOLVE TO...

	INT. JACKIE'S LIVING ROOM - CHRISTMAS MORNING

	White Christmas outside the window.  Richly trimmed tree, presents
	everywhere, carols softly playing.  The whole nine yards.  Luke and
	Ben standing at a wrapped bird cage, where a dove is cooing inside.
	Annabelle is setting out the cocoa with a uniformed NURSE.

	Rachel enters.  Kisses Annabelle's head.

				RACHEL
		I'm gonna check on Mom.

	Goes down the hall, every emotion in the world is playing across
	her face.  Into...

	INT. JACKIE'S BEDROOM

	Jackie lies on her death bed.  She is beautiful and near the end.
	Despite the IV tube, the monitor, she's gotten to serenity after
	all.  As close as any of us will ever get.

				RACHEL
		Hey, gorgeous.  Time for the
		presents?

	Jackie licks her lips.  Pretty dry.  Rachel takes a cotton lemon
	swab from the nightstand.  Tenderly, cleans Jackie's mouth.

				RACHEL
		Now Edna says you short-changed your
		last meds.  You can do presents and be
		comfortable at the same time, y'know.

				JACKIE
			(clears her throat)
		Just want to be a little sharper.
		For a few minutes.

	A few minutes.

				JACKIE
		Some things to say.  To the kids,
		huh?

	Smiles.

				JACKIE
		Then, bring in the presents.  We'll
		have big fun.

	Rachel can't really bear this.

				RACHEL
		You know, there's nothing you
		have to say.  Because they know
		your heart.  You don't have t...

				JACKIE
		Just sit me up.  Nice and tall.
		Bring Benjamin first.

	Staring at each other.  Then Rachel reaches her arms around
	Jackie, and as gently as she can manage, lifts her to a full
	sitting position.

				JACKIE
		Scrapbook.

	Rachel brings the big book.  Lays it on the bed.  And goes.

	Jackie begins to turn the pages.  Her life with these children
	passing before her eyes.  No tears.   No smile.  Just full
	attention.  Fingertips touch the one she was looking for, as...

	The door OPENS.  Ben, hesitant, enters alone.  His mother's face is
	fine and strong and smiling.

				JACKIE
		Find the bird cage?

				BEN
			(standing there)
		Rache says it's from you.

				JACKIE
		Well, don't make him disappear
		before I see him.

	Ben nods.  Okay, I won't.  She glances to the scrapbook...

				JACKIE
		Oh, look at this.

	And forgetting his uneasiness, he runs over, climbs ONTO the bed.
	Jackie doesn't wince, doesn't even blink.  Nothing for his memory
	bank but smiles.  He looks at the photo...

	...Jackie holding a spunky newborn.

				JACKIE
		That's you and me.  Our first photo
		as a couple.

	He nods.  Really staring at it.

				BEN
		Did you know I was good-looking
		right away?

	She reaches to hold his face in her hand.  Stares in his eyes.

				JACKIE
		This good-looking.  Was beyond
		my imagination.

	She leans.  Kisses his lips lightly.  How many more times will she
	get to do this?

				JACKIE
			(a murmur)
		So what do you think we're gonna
		talk about?

				BEN
			(straight back)
		You dying.

	She nods.  Her smile is right there.

				JACKIE
		The secret of it.  That only
		magicians.  Can ever understand.

	His eyes brighten.  The sadness pushed aside.

				JACKIE
		See, when we die.  Our body goes
		away.  Our body.  But we...we are
		not our body, are we?

	He doesn't know.  Maybe he thought we were.

				JACKIE
		If a soldier loses his legs in a
		war.  Is he the same guy?  Sure
		he is.

				BEN
		But you can still see him.

				JACKIE
		Half.  Of him.

	This is so fucking hard.  But her eyes stay dry.

				JACKIE
		Dying.  Is where the whole body
		goes away.  So you can't see any
		of it.  But...

	Rests her hand tenderly.  On his hair.

				JACKIE
		What do magicians know?

	Leans forward.  Here's the secret...

				JACKIE
		Just because you can't see it.
		Doesn't.  Mean.  It's gone.

	Does it?  And Ben smiles.  He is inside the secret.

				JACKIE
		The world.  Thinks I'm gone.  But
		only the magician.  Knows better.

				BEN
		So where are you?

	She was waiting for this.  For a long time.  She wraps her hand
	around his fist.  And puts their hands against his heart.

				JACKIE
			(a whisper)
		Right here.  Right here.  Inside
		the magician.  Shhhh.

				BEN
		Can I talk to you?  When you're
		there.

				JACKIE
		Always.  Always.  And you won't
		hear a voice.  But in here.  You'll
		know.  What I'm saying.

	Yes, you will.

				BEN
		It's not good enough.

				JACKIE
		No, it isn't.  Because it isn't
		everything.  And we want every-
		thing, don't we?

	He nods.  They do.

				JACKIE
		But God does let us keep the one
		best thing we have together.  The
		one best thing we've always had.
		Know what it is?

	He doesn't.  But he wants to.

				JACKIE
		I love you.  And you love me.

	Comes closer.  Nose to nose.

				JACKIE
		It's worth a lot.  Will you keep it?

	He answers.  With a kiss.

	INT. LIVING ROOM - MOMENTS LATER

	Luke and Annabelle are doing a hugely complex jigsaw puzzle.  Ben
	runs in, falls on his knees by the puzzle.  Without looking at
	Annabelle, he tells her...

				BEN
		Your turn.  It wasn't bad.

	Annabelle looks straight to her dad.  There is a moment, a silence,
	that no one else could ever understand.  She leans to him and
	whispers...

				ANNABELLE
		Here it is?

	His eyes water.  He takes her in his arms.  Whispers close to her
	ear, only the words...

				LUKE
		Here it is.

	She smiles at hi.  Fear gone, filled with resolve.  Gives him a
	kiss.  Rises, to...

	...follow Rachel down the hall.  Rache wraps an arm around her big
	girl.  No words, except a murmured...

				RACHEL
		You can do this.

	Voice cracking.  She's not as good at it as this girl's mother.

				RACHEL
		You can do anything.

	At the door.  Open it, and...

	INT. JACKIE'S BEDROOM

	...Annabelle enters alone.  The door closes behind her.  Her eyes
	lock with her mother's.  No words.  Annabelle's eyes filled with
	tears, and Jackie's arms...

	... REACH out, and Annabelle RUNS to them.

	They hold each other.  For a forever moment.

				ANNABELLE
		I don't want to say goodbye.

				JACKIE
		Don't. Take me with you.

	And Annabelle looks up.  Tears on her face.

				JACKIE
		Thank God.  I got to see you.
		Grown up.

				ANNABELLE
		I'm not.

				JACKIE
			(very softly)
		Let me be the judge of that.

	And Annabelle climbs onto the bed.  Their hands never stop touching
	each other.  Saying I love you.

				JACKIE
		There's an amazing thing when a
		woman has a daughter.  One day you
		look up, and you see...a sister.
		Someone.  You can say.  Anything to.

	Anything.

				JACKIE
		I wrote a whole lot of letters.  To
		each of you.  And the envelope says
		when to open it.  Like, which
		birthday.  Or...when you get your
		driver's permit.  First time you see
		Rome.  Things like that.

	Things like that.  Annabelle is beginning to lose it now.  So
	Jackie says only...

				JACKIE
		Keep Ben's for awhile, okay?  Until
		he's old enough to not open them all
		at once.

				ANNABELLE
		Until he's old enough to read.

	Tears on Annabelle's face.  Her mom wonders...

				JACKIE
		Are you afraid for me?  Where
		I'm going.

				ANNABELLE
		Yes.

				JACKIE
		Don't be.  I'm going.  Where we
		all go.  Now how can that be bad.

				ANNABELLE
		I'll miss you so much.

				JACKIE
		Good.  That's very good.

	She nods, yes it is.

				JACKIE
		What you're grown-up enough to
		know.  Is that people.  Can do
		two things at once.  Okay?

	She brushes at her baby's tears.  Then tastes her wet fingertips.
	Mmmn, surprisingly good.  Annabelle sort of smiles.

				JACKIE
		You can miss me.  And.  Take me
		with you.

	Hold the child's face.  In her hands.

				JACKIE
		When you're in trouble.  Have me
		there.  When you fall in love.
		Have me there.  You can.

	Said with such absolute assurance.

				JACKIE
		That's how we go on, you know.
		Forever.  Because someone takes
		us along.

	Annabelle swallows hard.

				JACKIE
		On your wedding night.  When your
		babies are born.  I want to be
		there.  Will you take me?

	A straight question.  It needs an answer.

				ANNABELLE
		Always, always.  Always.

	A sigh.  A shared smile.

				JACKIE
		You made my life wonderful.

	You.

				JACKIE
		Take that with you, too.

	Hold.  On Annabelle.

	INT. JACKIE'S BEDROOM - LATER THAT MORNING

	The presents are here now, they fill up the room, spill over the
	bed, where both children sprawl.

	...Ben RIPPING the shit out of wrappings like a wolverine,
	Annabelle carefully saving her gift paper as if she were going to
	hang it in the Louvre.  She holds a tank top up to her chest, for
	her Mom's approval.  Jackie's not sure.  Rachel handing up more
	boxes, Luke in charge of bagging trash...

	Ben's white dove, flying free around the room, zipping and diving.
	No one cares.  It's Christmas.

	HOLD.  Hold.  And CROSSFADE TO...

	EXT. CHAPEL - NIGHT

	Family and friends are leaving the wake, exiting the softly-lit
	chapel into a snowy night.  They are saying goodbyes, kissing one
	another, going to their cars.  And saying her last goodbye...

	...Rachel turns to Luke.  Whispers, close to his ear.  He looks at
	her for a beat, then leads Annabelle and Ben toward the car, as...

	Rachel goes back into the chapel.  Alone.

	INT. FUNERAL PARLOR

	The room is nearly dark.  One soft spot plays on a simple CASKET.
	No canned organ music, no sound at all.  As Rachel enters.

	She goes to the casket.  Stares down at it for a beat.  And just
	above a whisper...

				RACHEL
		See, I told you I'd do this.

	Only...

				RACHEL
		Only.  Now I don't know what to say.

	Her hand reaches out.  A finger absently traces the edge of the
	wood.  It seems a gesture of unconscious affection.

				RACHEL
		You'd have written it down, so you
		wouldn't blow it.

	A slight smile.  Here's where the love shows.

				RACHEL
		Maybe we should change places.

	Nods slightly.  Maybe we should.  She takes a step back now, to a
	waiting chair.

	Sits.  Her hands folded in her lap.  Thinks.

				RACHEL
		Well.  We were less than friends, I
		guess.  And more.

	More.

				RACHEL
		We were never...girlfriends, we
		never dished.  That wasn't.  What
		we had.

	No apology there.  It's just the truth.

				RACHEL
		We had some battles, man, they
		were...world class, huh?
			(beat)
		And I don't regret a one of them.

	Sad little shrug.

				RACHEL
		I miss them.

	Thinking.  Of how much more she'll miss.

				RACHEL
		We've got our secrets, we have.
		And I'll keep 'em if you will.

	Crosses her arms.  Lost in the moment.

				RACHEL
		But I wish we had one more night.
		In that little bar, remember?
		Remember that toast?  Sure, you do.

	Her voice wavers.  But the eyes are dry.

				RACHEL
		Know what?  I forgive me, too.
		See?  You're the magician.

	A murmur...

				RACHEL
		Don't worry, partner, I've got
		your back.  We're covered.

	It's what she came to say.  CROSSFADE TO...

	INT. BALLROOM - NIGHT

	Lights and music and laughter.  They're in black tie tonight.  It's
	a wedding party.  Up on the stage, at the head table, some guy is
	finishing a toast, and as everyone ROARS and CLAPS...

				BEST MAN
		...so TO THE BRIDE!  Thank GOD
		she's more than he deserves!

	Everybody shouts THE BRIDE.  Everybody drinks champagne.

	And the bride stands up. In her white gown.  In her hand, an
	envelope.  She goes to the mike, and waits for the raucous cheers,
	the calls of SPEECH!, to die down.

	Leans to the mike.  Flushed and happy.  And, oddly, nervous.

				RACHEL
		Now I know the tradition, so
		this isn't a toast.  At least...
		not for me.

				RACHEL
		The guest list is 114.  But we
		all know there's one more here,
		tonight.  Because...

	Looks down the table at her children.  Dressed to kill.  Enjoying
	the party.

				RACHEL
		...my two sidekicks there always
		bring her along.  Wherever they go.

	Right?  Right.

				RACHEL
		So Jackie and I were sitting
		around.  On New Year's Eve.  And
		she said, 'You're not gonna talk
		at my funeral, are you?'

	And now.  It is quiet indeed.

				RACHEL
		And I said, 'I've never been to
		a funeral.  I'm not sure I'll know
		how to act...'

	Her sweet smile.  Keeps the mood right.

				RACHEL
		'...but I'll prob'ly sneak into
		where you are.  Just before it's
		over...'

	Nods to herself.  Fights back the feeling of that moment.

				RACHEL
		'...say something.  Just to you.
		Get the last word in, when you
		can't talk back.'

	There is laughter in this room.  Gentle, loving.

				RACHEL
		So she says, 'No way.'

	Holds up the envelope.  Holds it tight.

				RACHEL
		She wrote this.  She sealed it
		up, I didn't see it.  She made
		me promise to read it.  At the
		wedding.

	And slowly, Luke begins to CLAP.  And others join.  And when it
	stops...

				RACHEL
		I told her she'd better make it
		dirty, or make it funny.  Because...
		no way...on my wedding...

	No way in hell.

				RACHEL
		...could she make me cry.

	APPLAUSE.  They are loving it.

				RACHEL
		She says, 'It's a deal'.

	The band plays an impromptu FLOURISH.  Rachel begins to carefully
	tear open the envelope...

				RACHEL
		Now, if it's too raunchy, we may
		have to excuse the kids...

	SHOUTS from everyone, ESPECIALLY the children.

	She has it open.  She looks at it.

	And everything.  Stops.

	The world watches her sway, watches her eyes fill as she stares at
	the small card in her hand.  She can't believe this...

				RACHEL
			(mouths to herself)
		You promised.

	The tears are welling.  Everyone SCREAMS for her to read it.  She
	leans to the mike, shaking her head...

				RACHEL
		It's...no big thing, really...
		it's just...five words, it's...

	The place goes happily UP FOR GRABS.  A joyful RIOT of demand.
	Tears STREAMING now, Rachel fumbles to pull up her white beaded
	bag.  As she puts the card inside, we alone can read the words...

	MY BABIES.  ARE SO LUCKY.

	HOLD on this.  And...

	FADE TO BLACK.  ROLL END CREDITS.


Stepmom



Writers :   Ronald Bass  Gigi Levangie  Elizabeth Chandler  Jessie Nelson  Steven Rogers
Genres :   Comedy  Drama


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