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WHITE CHRISTMAS

                                    "WHITE CHRISTMAS"

                                            by

                      Melvin Frank, Norman Krasna and Norman Panama

                

               FULL SHOT - REAR AREA - (DAY) - (GLASS)

               This is December 24, 1944, in the first safe area directly 
               behind the battle line, in the Italian theatre.

               In the distance occasional artillery light flashes are seen 
               and artillery rumbles are heard.  The battered terrain shows 
               the effects of battle.

               In the foreground is a recreation area, covered with 
               camouflage; entertainment is in progress on a raised stage.  
               Men of the division are seated about on benches, boxes, and 
               the ground.  A camouflaged motor pool of jeeps and tanks is 
               nearby.

               MED. SHOT - NEAR RECREATION AREA

               We can HEAR LAUGHTER and APPLAUSE from the men as a jeep 
               with two stars on the front indicating it is the General's 
               car jounces along a road toward the side of the recreation 
               area.  A YOUNG SERGEANT is at the wheel, an ADJUTANT beside 
               him, and in the rear are GENERAL WAVERLY and GENERAL CARLTON.

               JEEP - MED. CLOSE

               As it jounces along.  General Waverly is weather-beaten and 
               weary; his uniform, while neat, shows the effects of long 
               wear.  General Carlton, on the other hand, is stiff, clean 
               and fresh from the Pentagon.

               He is staring off at the recreation area.

                                     GENERAL CARLTON
                              (To Adjutant)
                         What's this all about, Colonel?

                                     ADJUTANT
                              (Turning)
                         A little entertainment for the men, 
                         sir.  Tonight's Christmas Eve.

                                     GENERAL CARLTON
                         These men are moving up tonight.  
                         They should be lined up for full 
                         inspection!

               The jeep has come to a halt.

                                     GENERAL WAVERLY
                              (Eyeing him)
                         You're absolutely right.
                              (To Adjutant)
                         There's no Christmas in the Army, 
                         Colonel.

                                     ADJUTANT
                         Yes, sir.

               Waverly and the Adjutant alight from the jeep.

                                     GENERAL WAVERLY
                              (To Carlton)
                         There's always a slip-up or two during 
                         a change in command.  The men get a 
                         little loose.  But I know I'm leaving 
                         them in good hands.

                                     GENERAL CARLTON
                              (Stiffly)
                         Thank you.
                              (To Driver)
                         Sergeant, take me to headquarters 
                         immediately!  We'll have those men 
                         turned out on the double!

               The Sergeant looks at General Waverly.

                                     GENERAL WAVERLY
                         Goodbye, Sergeant.  Take the short 
                         cut.

                                     SERGEANT
                         Yes, sir!

               The jeep pulls off and makes a half circle. The Adjutant 
               makes a gesture, as if to stop it. The General stops him.

               TWO SHOT - GENERAL WAVERLY AND ADJUTANT

               The Adjutant turns to him.

                                     ADJUTANT
                         That's not the way to headquarters!

                                     GENERAL WAVERLY
                         Joe, you know that, and I know that, 
                         but the new General doesn't know it.
                         Or he won't for about an hour and a 
                         half.

                                     ADJUTANT
                         That Sergeant'll be a private 
                         tomorrow!

                                     GENERAL WAVERLY
                         Yes... isn't he lucky?

               He takes the Adjutant by the arm and leads him toward the 
               recreation area.

               RAISED PLATFORM - MED. SHOT

               CAPTAIN BOB WALLACE (BING CROSBY) is wearing a makeshift 
               beard and Santa Claus hat and PRIVATE PHILIP DAVIS (DONALD 
               O'CONNOR) is in combat clothes.  They are doing a number to 
               entertain the soldiers, WHAT DOES A SOLDIER WANT FOR 
               CHRISTMAS?  During introduction, we

                                                                    CUT TO:

               5A.

               TWO SHOT - GENERAL AND ADJUTANT

               just starting to take seats, off to one side where they are 
               not noticed by the performers.

               5B.

               GROUP SHOT - ABOUT 6 SOLDIERS

               seated in audience.  They look off, see General, start to 
               rise.

               5C.

               TWO SHOT - GENERAL AND ADJUTANT

               The General notices them - motions for them to sit down again, 
               indicating he doesn't want attention called to himself.

               5D.

               PLATFORM - FULL SHOT

               The number concludes to applause.  Bob holds up his hand for 
               silence.  He removes his beard.

                                     BOB
                         Thanks, fellows.  I guess by now you 
                         know the Old Man's being replaced by 
                         a new Commanding General fresh out 
                         of the Pentagon... this divisions's 
                         been awfully lucky so far, but tonight 
                         they're running a special on St. 
                         Christophers at the PX... The Old 
                         Man's heading back to the rear - 
                         he's never moved in that direction 
                         in his life.  All I can say is, we 
                         owe so much to General Waverly and 
                         the way --

                                     WAVERLY'S VOICE
                              (A bellow)
                         ATTENTION!

               Automatically, Bob stiffens.  Phil does the same.

               AUDIENCE - FULL SHOT

               Every man is at attention and every head has turned to where 
               General Waverly has taken up a position near the front of 
               the platform.

                                     GENERAL WAVERLY
                         Captain Wallace, button your shirt.
                         You're out of uniform!
                              (Bob, grinning, hastily 
                              buttons his shirt)
                         This division is now under the command 
                         of General Harold G. Carlton, and I 
                         don't want anyone to forget it -- 
                         not that he'll let you.  He's tough -- 
                         just what this sloppy outfit needs.  
                         You'll be standing inspection night 
                         and day -- you may even learn how to 
                         march.  And if you don't give him 
                         everything you got, I may come back 
                         and fight for the enemy.  Merry 
                         Christmas!

               The boys respond with "Merry Christmas".

                                     GENERAL WAVERLY
                              (Embarrassed)
                         Well -- I guess that's about it - uh - 
                         uh --

               Bob, covering his embarrassment:

                                     BOB
                         Perhaps I can help you out, sir.

               He turns to the musicians, gives the downbeat.  They play 
               THE OLD MAN, which is sung by the entire outfit.

               The General stands at attention through the first chorus, 
               visibly moved.  During the second chorus he starts up the 
               aisle, revealing for the first time that his left leg is 
               bandaged to the knee. The Adjutant puts out his arm to help.  
               Waverly refuses. Toward the finish of the song, he turns, 
               faces the men and salutes them.  The men return the salute.  
               (This is not a military mistake, the General salutes the 
               enlisted men as a deliberate gesture.)  There is a Red Cross 
               ambulance standing by.

                                                               DISSOLVE TO:

               CLOSE SHOT - (NIGHT) - TINY CANDLE

               THE CAMERA PULLS BACK to reveal a hand lighting a candle on 
               a tiny makeshift Christmas tree.  We reveal a number of 
               enlisted men huddled around the tree in a trench, including 
               Bob and Phil.  One of the men looks at his wristwatch.  Now 
               another does.

               CLOSE SHOT - WRISTWATCH

               The hand is approaching midnight.

               CLOSE SHOT - SOLDIER

               He is looking at his wristwatch.

               CLOSE SHOT - WRISTWATCH

               The second hand is pointing to the hour.

               FULL SHOT OF SCENE

               This is the prearranged signal for Bob to begin singing WHITE 
               CHRISTMAS.  Phil accompanies him on a harmonica.  Toward the 
               end of the song, an enemy barrage DROWNS out the music.  A 
               shell BURSTS in the vicinity.

               CLOSE SHOT - BOB AND PHIL

               Phil pulls Bob down in time to save him from the shrapnel 
               burst.  This has also pushed Bob's face into the mud, which 
               he thinks is unnecessary.  Phil, ignoring Bob's hostile look, 
               brightly continues with WHITE CHRISTMAS from where the song 
               left off.  Bob finishes with him, but eyeing him.

                                                               DISSOLVE TO:

               EXT. SKY - (NIGHT)

               CAMERA SHOOTING UP to the sky as brilliant fireworks explosion 
               lights up the screen.  Over scene SUPERIMPOSE:

               12-A.

               INSERT - NEWSPAPER

               Headline reads: "V-E DAY!"

               As CAMERA MOVES FAST INTO headline, we LOSE the fireworks 
               display and the headline covers the whole screen.

                                                               DISSOLVE TO:

               12-B.

               INSERT - CHURCH TOWERS - (DAY)

               Bells are ringing for celebration of V-E Day.  CAMERA MOVES 
               INTO mouth of one bell, blacking out the screen.

                                                               DISSOLVE TO:

               EXT. BILL POSTER OF FLORIDA SHOW - (NIGHT)

               featuring names and pictures of Bob and Phil.  CAMERA MOVES 
               to a CLOSE SHOT of the picture, HOLDS for a second, then 
               suddenly the picture comes to life and we are on the stage 
               of the theatre where Bob and Phil are doing the production 
               number "BELLS".

               MED. SHOT - INT. THEATRE - AUDIENCE

               Perhaps twenty people, photographed at a slant.  They're 
               warm.  One woman has a fan, some use programs.  They are 
               enjoying the show, however.  There are some vacant seats 
               apparent.  This theatre is a modern traveling tent show, 
               such as have been playing in Florida in recent years, and 
               beyond the sides we see palm trees, characteristic of Florida.

               FULL SHOT - AUDIENCE

               APPLAUDING the conclusion of the number.

               MED. FULL SHOT - BACKSTAGE

               The curtain is down, the boys come off, the curtain goes up 
               on the next number, which is dancing.  Phil and Bob are met 
               by COOKE, the Company Manager.

               RITA, a luscious Latin type, and some of the remaining chorus 
               girls and other players ad lib, "Couldn't be cuter!"  "Great."  
               "Very funny!"

                                     COOKE
                              (To Bob and Phil)
                         New York's on the telephone.

               Bob and Phil, with Cooke, go to the backstage telephone.

                                     PHIL
                              (Into phone)
                         Hello.
                              (He listens.  To Bob 
                              and Cooke)
                         Oscar.

               MED. CLOSE SHOT - INT. MANAGER'S OFFICE

               This is the business office of Bob and Phil.  OSCAR is their 
               representative and manager, not their employer.

               He is sixty and looks competent.  He refers to a telegram in 
               his hand.  Pictures of the boys adorn the desk, and Wallace 
               and Davis sheets of previous shows are on the wall.  It must 
               be evident from their billing that the boys are important 
               stars in New York.

                                     OSCAR
                         Listen, I just heard what you're 
                         doing -- giving the cast a week off 
                         with pay for Christmas.  You don't 
                         know how touched I am.  I'm all choked 
                         up.  Between sobs, I managed to book 
                         you on the Ed Harrison show this 
                         week to take up the slack.  It'll be 
                         stealing money.

               17A.

               CLOSE SHOT - GROUP

               Phil is holding the receiver up to Bob.  Oscar's VOICE can 
               be plainly heard.

                                     PHIL
                              (Into phone)
                         We'll have to go to New York -- four 
                         days and four nights of rehearsals -- 
                         that's stealing money?

               17B.

               CLOSE SHOT - OSCAR

               As he speaks into the telephone

                                     OSCAR
                         It is for me  -- I get ten percent.
                              (He listens for a 
                              moment)
                         Next time you guys make a charitable 
                         gesture, find out if you got with 
                         what to make it.  See you Wednesday.

               He hangs up.

               GROUP SHOT - PHIL, BOB AND COOKE

               Bob hangs up the phone.

                                     BOB
                         Well... while the cast takes it easy 
                         we'll be slaving over a hot kinnie.

                                     COOKE
                         What train do you want?  There's a 
                         one-thirty this morning but you have 
                         to sit up all night.

                                     PHIL
                         Let's get out tonight.

                                     BOB
                         Okay.

               The boys walk to their dressing room.  A group of the chorines 
               come flying by, toward the dressing rooms, with squealing.  
               They make quite a picture from the rear, bouncing and all.

                                     PHIL
                         What are we going to do until one-
                         thirty?

                                     BOB
                         We'll eat dinner.

                                     PHIL
                              (Looking at the 
                              retreating bouncing)
                         Eat, eat  All you think of is your 
                         stomach!

               Rita shows up in front of Phil.

                                     RITA
                              (Eagerly)
                         You said you had something to rehearse 
                         with me after the show.  What is it?

               Phil evidently was trying to hide this from Bob and is self-
               conscious at being caught.

                                     PHIL
                         It's a kind of new dance number.

                                     RITA
                              (Eagerly)
                         I'm ready.

                                     BOB
                              (Taking Phil by the 
                              arm)
                         He isn't.  Some business has come 
                         up.  See you in a week.
                              (He pulls Phil away)
                         Come on, Romeo, dinner!
                              (Tempting him)
                         Lamb chops, lamb chops!

                                     PHIL
                              (Pretending that he 
                              is letting himself 
                              be pulled while he 
                              is still anxious to 
                              go in the other 
                              direction)
                         I'm looking at them!  We're going in 
                         the wrong direction.

                                                               DISSOLVE TO:

               MED. SHOT - WATERFRONT INN - BOB AND PHIL - (NIGHT)

               The boys are now finishing their dinner.  Bob is facing the 
               orchestra, Phil would have to turn to see it.  The MUSIC 
               plays, the boys eat.  The table is close to the bar.  On two 
               stools sit JUDY and BETTY.  Betty is wearing her glasses and 
               examining some railroad tickets that have just been handed 
               her by the bartender.  Phil is not paying attention to his 
               eating, he is entranced with Judy's pretty legs draped over 
               the bar stool.  Bob cannot see the girls and is not even 
               interested enough to turn around.

               MED. CLOSE SHOT - BETTY AND JUDY

               On her part, Judy is not absorbed in the tickets, but is 
               unobtrusively sizing up Phil.

                                     BETTY
                              (Checking the tickets)
                         We'll have to rush to get the 1:30 
                         train.

               CLOSE SHOT - PHIL AND BOB

               Bob notices Phil's absorption.

                                     BOB
                         Have you ever considered laying off 
                         the female sex for awhile?

                                     PHIL
                         What other kind is there?
                              (He picks up the card 
                              which announces the 
                              performers names and 
                              reads)
                         'The Stewart Sisters.'  Sister act!
                              (He smacks his lips.  
                              He doesn't realize 
                              that these two girls 
                              are the Stewart 
                              Sisters)

                                     BOB
                         Down, Rover, down.  Remember, we 
                         have an agreement--you chase no new 
                         tidbits during the season.  You were 
                         man enough to give me your hand on 
                         it.

                                     PHIL
                         You were sneaky enough to take it.

               MED. CLOSE SHOT - BETTY AND JUDY

               Betty looks from the tickets and sees that Judy is covertly 
               eyeing Phil.  She leans forward.

                                     BETTY
                              (Quietly)
                         Ahem.
                              (Judy's eyes are toward 
                              Phil.  A little louder)
                         Ahem!  All right dear, relax.

                                     JUDY
                         He's awful cute.

                                     BETTY
                         So was the one in Kansas City, and 
                         the one in Canton, Ohio, and the one 
                         in Waco, Texas.

                                     JUDY
                              (Mock seriousness)
                         Canton, Ohio wasn't so much.

                                     BETTY
                         One of these days you're going to 
                         meet somebody extra cute and the 
                         next performance I'll be doing a 
                         single.

                                     JUDY
                              (Sincerely)
                         Nobody'll ever be cute enough to 
                         break up this sister act.

               MED. SHOT - BOOTH - BOB AND PHIL

               Phil is still fingering the card.

                                     PHIL
                         I haven't much luck with sister acts.  
                         They're all alike.  Shall I tell you 
                         what these two are like?

                                     BOB
                         Shoot.

                                     PHIL
                         Four feet two inches tall.  Pudgy.  
                         Round races.  Have big bows in their 
                         hair.  Always smiling.
                              (He parodies a smile)
                         Lots of teeth.  Sister acts have 
                         more teeth than anybody else.  Two, 
                         three hundred teeth at a time.  The 
                         American Dental Association is 
                         investigating it.

               There is a drum roll from the orchestra.  Betty takes off 
               her glasses and puts them in their case, on the bar.  The 
               bandleader's voice announces:

                                     BANDLEADER
                         Ladies and gentleman, the Stewart 
                         Sisters!

               The audience applauds politely while the girls start toward 
               the platform,  Phil reacts in surprise to the new development.

               23-A.

               PLATFORM - FULL SHOT

               Betty and Judy do their number: "SISTERS".  As they take 
               their bows --

               MED. SHOT - BOB AND PHIL

               Phil pretends to recognize Judy.

                                     PHIL
                         Say, Dolores!  That's Dolores!

                                     BOB
                         Who?

                                     PHIL
                         Remember that girl I told you about 
                         who got sick in St. Paul?  That's 
                         her!  The girl in the oxygen tent!  
                         I told you about her!  The road 
                         company of "Student Prince."  The 
                         whole company went to church and 
                         prayed for her!  It was the most 
                         touching thing I've ever seen in 
                         show business.

                                     (HE GETS UP.)
                         I'll bring her over.

               He goes, Bob watching, disgusted.  NOVELLO, the owner of the 
               Waterfront Inn, comes up.

               MED. SHOT - BOB AND NOVELLO

               Novello evidently knows Bob.

                                     NOVELLO
                         Didn't you get your dessert yet, Mr. 
                         Wallace?

                                     BOB
                         I'm not having any, but I think my 
                         partner's lining up some pastries 
                         now.

                                     NOVELLO
                         Sure wish I could afford to book you 
                         boys here.

                                     BOB
                         Call our agent - we've got half an 
                         hour between trains.

               Phil enters the shot with Judy and Betty.

                                     PHIL
                         Hello, Mister Novello.

                                     NOVELLO
                         Good evening, Mister Davis.

               MED. SHOT - GROUP

               Novello pulls out the table to permit the girls to be seated.

                                     PHIL
                              (Burlesque formality)
                         Miss Stewart, Mister Wallace.
                         Miss Stewart, Mister Wallace.

                                     JUDY AND BETTY
                         How do you do.

                                     BOB
                              (Rising)
                         How do you do.

               Phil gets Betty next to Bob, he sits next to Judy.

                                     NOVELLO
                         See you later, folks.

                                     PHIL
                         'Bye.
                              (He leaves)

                                     JUDY
                         We saw your show at the matinee, and 
                         we liked it very much.

                                     BOB
                         Thank you, ma'am.

               The orchestra has gone into WHITE CHRISTMAS.

                                     PHIL
                         Where are you going to be for 
                         Christmas?

                                     JUDY
                         We're booked in Vermont.

                                     PHIL
                         Vermont?  What's there?

                                     BETTY
                         Snow.  We spent last Christmas in 
                         South Carolina, the year before in 
                         Hawaii.  They didn't seem like 
                         Christmases.  There ought to be snow.  
                         This one's going to be real white.

                                     BOB
                         Well, it's the way you've been raised.  
                         If you saw a lot of snow when you 
                         were a kid you miss it more around 
                         Christmas. There's a lot of snow 
                         around St. Paul.

                                     JUDY
                         Is that where you come from - St. 
                         Paul?

               It dawns on him, slowly.  He shows no emotion.

                                     BOB
                         No.  You come from St. Paul.

                                     JUDY
                         I come from Canton, Ohio.

                                     BOB
                              (Just for the record 
                              he knows)
                         I'd like to ask you something.  Were 
                         you ever in an oxygen tent?

                                     JUDY
                         Oxygen tent?  Oh no!

                                     BOB
                         Were you ever in a road company of 
                         "Student Prince?"

                                     BETTY
                         No.  Why?

               Bob looks at Phil.  The rules are clear between them.

               Bob puts his hand out.  Phil takes it.  They shake.

                                     BOB
                         Very good.

                                     PHIL
                         Thank you.

                                     BOB
                         What I admire are the details, the 
                         invention, the little lies all around 
                         the big one.  It takes talent.

                                     PHIL
                         Oh, it's nothing.

                                     BOB
                         Don't say that.  Don't belittle 
                         yourself.  Credit where credit is 
                         due.  You did it fine.

                                     BETTY
                         Private conversation?

                                     BOB
                         Little game we play.

                                     PHIL
                              (To Judy)
                         May I have this dance?

                                     JUDY
                         I'd love to.

                                     PHIL
                              (Helping her up)
                         I'm not going to keep calling you 
                         Miss Stewart.

                                     JUDY
                         The name is Judy.

                                     PHIL
                              (To Bob)
                         What a pretty name!

                                     BOB
                              (They're off)
                         Nicer than Dolores!

                                     BETTY
                         I'm Betty.

                                     BOB
                         I'm low man. Bob.
                              (He takes her arm, 
                              indicating Phil and 
                              Judy)
                         Follow that couple.

                                     BETTY
                         Why?

               They move toward the dance floor.

                                     BOB
                         Want to make sure they keep dancing.

                                     BETTY
                         Stop worrying.  He won't get any 
                         place with her.

                                     BOB
                         You sure?

                                     BETTY
                         I'm positive.  I trained her myself.

                                     BOB
                         She's in the ring with the champ, 
                         though.  You've heard of Alcoholics 
                         Anonymous?
                              (She nods; he indicates 
                              Phil)
                         Women Anonymous.  Their biggest case.

               Keeps falling off the wagon.

                                     BETTY
                         Well, you keep an eye on him, and 
                         I'll keep an eye on her.

                                     BOB
                         Fine. We can make out the probation 
                         report together.

               The orchestra blends into a vocal chorus of the song.  (To 
               be decided upon.)  The vocal is shared by Bob, Betty, Judy 
               and Phil, individually.  Toward the end of the vocal Phil 
               dances Judy out to the terrace overlooking the water.  This 
               blends into their dance.  The staging of the number should 
               reunite the four principals by the end of the number.  The 
               audience applauds and they all go back to their booth.

               MED. CLOSE SHOT - BETTY AND JUDY

               They are a half dozen steps ahead of the boys.

                                     JUDY
                         They're both very cute, aren't they?

                                     BETTY
                              (Hiding her real 
                              interest)
                         Both?

                                     JUDY
                         Uh huh.

                                     BETTY
                         Which one do you like best?

                                     JUDY
                         I like them both.

                                     BETTY
                         You can't have both.  There's a law.

                                     JUDY
                         Oh, we'll never meet them again, 
                         what does it matter?

               The men are now up to them and help them into the booth.

               MED. SHOT - BOOTH - GROUP

               Bob does not sit.

                                     BOB
                         Judy, you made even him look good.

                                     JUDY
                              (Pleased)
                         You're very flattering, but he was 
                         doing all the leading.

                                     BETTY
                              (Fair)
                         You dance very well together.  If I 
                         say it.

                                     PHIL
                              (Sitting)
                         Lightest girl I ever saw.  Floats 
                         like a bubble.  One big bubble.

                                     BOB
                         All right, bubble lover, stand up!

                                     PHIL
                         What for?  I just sat down.

                                     BOB
                         La train.  At one-thirty, and we 
                         have to pack.

                                     PHIL
                         Train?

                                     BOB
                         You know, choo choo.  Goes on tracks.
                              (Train whistle noise)
                         Wo woo.

                                     PHIL
                         Oh no!

                                     BOB
                         Oh yes!

                                     PHIL
                         Can't we go tomorrow?

                                     BOB
                         The train goes tonight.
                              (Phil looks 
                              disconsolately at 
                              Judy)
                         Say goodbye to the lady bubble, 
                         because we're going to have to run 
                         for it now.

                                     PHIL
                         Lady bubble, I have an idea we're 
                         going to meet up again sometime.

                                     JUDY
                         We might, we're on the same train.

                                     PHIL
                         No.

                                     JUDY
                         Yes.

                                     BOB
                              (Pulling Phil away)
                         No.

               As they start off, Novello enters to the girls, agitated.

                                     NOVELLO
                         The sheriff is here! He's in my 
                         office!

                                     JUDY
                         The sheriff!

                                     NOVELLO
                         He's got a warrant to arrest you!

               Bob has stopped.  He looks at Phil, suspiciously.

                                     BOB
                         I thought we watched you every minute.

               Phil holds up his hand in "Scout's honor."

                                     PHIL
                         Never stopped dancing.

               Bob turns back to the table.

                                     BOB
                              (To the girls)
                         Can we help?

                                     JUDY
                              (Fearful)
                         I've never been arrested!

                                     PHIL
                         There's nothing to it!

                                     BOB
                         Don't get panicky!

                                     NOVELLO
                         Yes, don't get excited, you still 
                         have to give your show!
                              (Apologetically)
                         He's not going to arrest them until 
                         after the show!

                                     BOB
                         That's considerate!  How'd you arrange 
                         that?

                                     NOVELLO
                         I'm a taxpayer here!  You better go 
                         in and change, girls!  You haven't 
                         much time!

               The girls start off, confused.  Novello, Bob and Phil follow.

                                     BOB
                         May I enquire what you are being 
                         arrested for?

                                     BETTY
                         The owner of the hotel we were at 
                         says we dropped a cigarette on his 
                         rug and burned it.

                                     JUDY
                         We couldn't have dropped a cigarette 
                         because we don't smoke.

                                     BETTY
                         He wants two hundred dollars, but 
                         it's just plain stealing.

                                     JUDY
                         We left the money for our bill in an 
                         envelope on the bed.

                                     BETTY
                         Then we dropped the bags out the 
                         window and checked them at the depot.

                                     JUDY
                         What are we going to do now?

                                     NOVELLO
                         You have to give another show.

               He leaves them, as Bob and Phil look unpleasantly after him. 
               They have reached the wings.

               INT. WINGS - MED. SHOT

               STAGEHAND is setting up a record on a record-playing mechanism 
               backstage, as the group passes by heading for the dressing 
               rooms.

                                     PHIL
                         The old burned rug routine.

                                     BOB
                         Kind of old fashioned, isn't it?
                         I thought that went out with the 
                         Cherry Sisters. We'll have to do 
                         something.

                                     PHIL
                              (Hopefully)
                         Got a flash?

                                     BOB
                         A glimmer.  Have to stir it around a 
                         little.

               The girls have opened the door to their dressing room.

                                     JUDY
                         We wouldn't want you boys to get 
                         into any trouble.

               INT. DRESSING ROOM - MED. SHOT

               As they all enter.

                                     PHIL
                         Why not?  Maybe we'll all wind up in 
                         the same cell.

               As they close the door,

                                                               DISSOLVE TO:

               INT. NOVELLO'S OFFICE - MED. SHOT

               Novello is with the SHERIFF and the LANDLORD.  The Sheriff 
               is a husky fellow. At the moment he's eating an eclair and 
               coffee, from Novello's desk.  The Landlord glares at him.

                                     LANDLORD
                         That's the second dessert you've 
                         had, Sheriff!

                                     SHERIFF
                         Real good, too.

                                     LANDLORD
                         I haven't got all night to wait here 
                         while you eat free food!  You've got 
                         your warrant, arrest those girls!

                                     SHERIFF
                              (Displeased)
                         Now, we agreed to let them finish 
                         their show first.

                                     LANDLORD
                         I didn't agree!
                              (To Novello)
                         That was his idea!

                                     NOVELLO
                         I've got some rights, too.  You don't 
                         get those girls until after they've 
                         done their number!

                                     LANDLORD
                         Well, how long is it going to take?

               Novello puts his hand up, listening.

                                     NOVELLO
                         Wait a minute! That's their music!

               He gets up, opens the office door, and we HEAR their entrance 
               music, as before, and the Orchestra Leader's voice, "The 
               Stewart Sisters."

               MED. SHOT - CAFE FLOOR

               Bob and Phil stand with their backs to the audience.

               They turn, face front, and we realize they are mouthing to a 
               record.

               CLOSE SHOT - WINGS - RECORD PLAYER

               We identify that the music is coming from this spinning record 
               player we have previously established.

               34-A.

               MED. SHOT - CAFE FLOOR

               Bob and Phil do the number.

               MED. SHOT - AUDIENCE

               They APPLAUD at end of number.

               MED. SHOT - INT. NOVELLO'S OFFICE

               We faintly HEAR the applause.

                                     LANDLORD
                         They're clapping! It's over!  Arrest 
                         them!

               The Sheriff gets up.

                                                                    CUT TO:

               MED. SHOT - CAFE FLOOR

               The boys bow themselves off, and run toward their dressing 
               room.

               MED. SHOT - CORRIDOR

               They hurry down the corridor, passing the office door.

                                     BOB
                         Get out of these clothes! Toot sweet!

                                     PHIL
                         Ma, unhook my bra!

               The office door opens behind them, which they do not see. 
               The Sheriff steps out, followed by the Landlord and Novello.

                                     SHERIFF
                              (Calm)
                         Just a second, folks!  I'll handle 
                         this!
                              (He walks to the 
                              dressing room door)

               MED. CLOSE SHOT - DRESSING ROOM DOOR

               There is a plaque attached to the key in the lock.  The 
               Sheriff smilingly turns the key in the lock.  He puts the 
               key in his pocket.

                                     SHERIFF
                              (Winking)
                         You stay here.  Let them try to go 
                         through the window.

               The landlord is delighted.

                                     LANDLORD
                         If they make a break for it, shoot 
                         'em!

                                                                   WIPE TO:

               MED SHOT - EXT. CAFE - (NIGHT) - SHERIFF

               The Sheriff walks around the corner of the cafe, and a police 
               car awaits, with cop at the wheel.

                                     SHERIFF
                         Just a minute, Hank, couple of 
                         customers coming up.

                                     HANK
                         Okay, boss.

               The Sheriff continues to the window of our dressing room.

               MED CLOSE SHOT - DRESSING ROOM WINDOW

               It opens.  The Sheriff watches it.  Out comes Phil's legs, 
               meaning to get out backwards.  The Sheriff applies both hands 
               and pushes back.

                                     SHERIFF
                         Back you go, boys!

               He pushes Phil in.  Nimbly, he raises himself in.

               MED. SHOT - INT. DRESSING ROOM

               The Sheriff is in the room.  He looks coolly at the boys, 
               who are now in their own clothes.  He stares at them.  They 
               stare at him.  Recognition comes all at once.

                                     PHIL
                         Pete!

                                     SHERIFF
                         Phil!  Bob!

                                     BOB
                         Pete!

               They all throw their arms around each other, pounding 
               violently.  'No!  Wow!  You dirty skunk!  You grave robber!'

                                     PHIL
                              (Unbelieving)
                         Are you the Sheriff here?

                                     SHERIFF
                         You bet I am!

                                     BOB
                         How'd you get in this line of work?

                                     SHERIFF
                         After I got out of the army I sat 
                         down and figured it out!  Who never 
                         got in trouble in the army?  The 
                         M.P.'s!  They were the ones who 
                         arrested you!  So I came back here 
                         and ran for Sheriff!

                                     BOB
                         A civilian M.P.!  If the fellows 
                         ever saw you now!  They'd skin you 
                         alive!

                                     PHIL
                         You ever see any of them?

                                     SHERIFF
                         Whitey Harris and Jack Ross have a 
                         filling station near here!

                                     BOB
                         Jack Ross!  Will you ever forget the 
                         party he threw in Naples?

                                     PHIL
                         In a captured brewery.  Very sensible, 
                         giving a party in a brewery.  Cuts 
                         out the middleman.

                                     BOB
                         Do you remember when Danny Beasly 
                         climbed up -
                              (As he says 'Danny 
                              Beasly' he recalls 
                              Danny is dead)
                         - the tower of the City Hall and 
                         rang the bell by swinging on the 
                         clapper?  He couldn't hear anything 
                         for two days.

                                     SHERIFF
                         Danny Beasly!  Too bad he didn't 
                         make it.

                                     BOB
                         Not everybody was lucky.

                                     PHIL
                         We were lucky in one thing - the old 
                         man.

                                     SHERIFF
                         You can say that again.  Say I'm 
                         supposed to arrest a couple of dames!  
                         A fellow swore out a warrant!

                                     PHIL
                         He's a crook!  Burned a hole in a 
                         rug and is trying to hold up two 
                         kids.

                                     SHERIFF
                         You don't say!

                                     BOB
                              (At his watch)
                         We got to get our bags and be at the 
                         station in ten minutes!  We'll never 
                         make it!

                                     SHERIFF
                         Just a moment!
                              (He goes to the window)
                         Hank !

               REVERSE ANGLE - POLICE CAR - SHOOTING BY SHERIFF

               Hank looks up enquiringly.

                                     HANK
                         Yes, sir.

                                     SHERIFF
                         Take my friends where they want to 
                         go!

                                     HANK
                         Yes, sir.

                                     SHERIFF
                         Hurry up!

                                     BOB
                              (Going out the window)
                         Thanks, Pete.

               EXT. WINDOW - POLICE CAR

               Hank has thrown the door open.

                                     PHIL
                         Do you think we can make it?

                                     HANK
                         This thing goes over a hundred an 
                         hour!  Hold on!

               He starts with his red lights going, his siren screaming, 
               and tires grinding.

               MED. SHOT - INT. DRESSING ROOM

               The Sheriff watches them go, pleased.  A pounding on the 
               door recalls the Landlord, and he frowns.  He strides to the 
               door, takes out his key and opens it.

               MED. SHOT - CORRIDOR

               The Landlord and Novello are looking out the window at the 
               departing police car, the noise having distracted them from 
               the door pounding.  The siren is still heard, retreating.  
               The Sheriff snaps his cigarette at their feet.  They turn to 
               him, faces alight.

                                     SHERIFF
                         They escaped!  We're pursuing 'em!

                                     LANDLORD
                         Escaped!

                                     SHERIFF
                              (Pointing)
                         What do you mean smoking on theatrical 
                         premises!

                                     LANDLORD
                         That's not mine!  I wasn't smoking!

                                     SHERIFF
                         What's that burning?  A lollypop?
                              (He grabs him by the 
                              shoulder, not too 
                              gently, and starts 
                              him out)
                         Come on!

               He protests, 'What - !' 'But!'  Novello is openmouthed.

                                                                   WIPE TO:

               EXT. STATION - (NIGHT)

               The train is already moving as the police car arrives.

               The girls are on the observation platform.  The police car 
               screams to a stop.  The boys fly out, with bags, and just 
               make the train, the girls pulling them aboard.

                                     JUDY
                              (Seriously)
                         You didn't steal the police car?

                                     PHIL
                         No, no.  Friend of ours.

               They go toward the lounge car.

               MED. SHOT - INT. LOUNGE CAR - GROUP

               They all take seats in the lounge car, happy to have 
               accomplished their escape.

                                     BOB
                         Well, we'll be together as far as 
                         New York.

                                     BETTY
                         Maybe it'll snow in New York for 
                         Christmas.  If it doesn't, we'll 
                         mail you a snowball from Vermont.

                                     JUDY
                         I haven't been on ice skates in years.

                                     PHIL
                         Ice?  You mean the stuff in a Scotch 
                         and soda?
                              (Suddenly)
                         Bob, how about snow for Christmas?

                                     BOB
                         You'll only thaw it out.

                                     PHIL
                         Come on, Bob, we could have a great 
                         week up in Vermont.

               Bob looks from him to Judy, whose expression is almost 
               pleading.

                                     BOB
                         I see what you mean.  But Wednesday 
                         we've got to be back in New York.

                                     PHIL
                         All right -- so it's just for a couple 
                         of days.  Don't you want me to enjoy 
                         the winter sports?

                                     BOB
                         You enjoy them all year round.
                              (He looks to Betty)
                         We won't get in your way, will we?

                                     BETTY
                         As long as your friend doesn't try 
                         to take my sister for a sleigh ride.

                                     BOB
                         If he tries it, I'll smash his 
                         flexible flyer.
                              (To Phil)
                         It's all set.

                                     PHIL
                              (Really pleased)
                         The thing I like about you, Bob, is 
                         you're not only kind and generous, 
                         you're handsome.

                                     BOB
                         We're going to have to sit up all 
                         night.  Let's get some shut eye.

                                                               DISSOLVE TO:

               FULL SHOT - EXT. TRAIN - (NIGHT)

               The rhythm of the wheels and the engine funnel, underscored 
               musically.

               MED. SHOT - INT. TRAIN

               All but Phil are half dozing.  One or two other people are 
               seen in the background, asleep.  There is an air of peace 
               and quiet in the car, as the music underscoring continues.  
               Their faces are occasionally streaked with light flashes 
               emanating from the surrounding countryside.  Phil turns to 
               the side of the car and sees a bill poster showing a copy of 
               a winter scene from the Grandma Moses collection, advertising 
               Vermont.  CAMERA PULLS UP TO scene, the music swells and we 
               DISSOLVE to a similar landscape in stylized concept.  This 
               is the WINTER FANTASY production number.  At the end of the 
               fantasy we hear the Conductor's voice, "Pine Tree.  Pine 
               Tree, Vermont."

               MED. SHOT - OUR GROUP - (DAY)

               They are bundling themselves up, coat collars tight, expecting 
               to enter the snow country.

               REVERSE ANGLE - SCENE THROUGH PLATFORM DOOR

               Pine Tree Station, all green, no snow.  Four hotel busses 
               await, one marked 'Columbia Inn Bus.'

               FULL SHOT - PINE TREE STATION - (GLASS SHOT)

               Our foursome is just getting off the train.  They are the 
               only ones.  They are looking about, puzzled.

                                     PHIL
                         Are you sure this is the right 
                         Vermont?

                                     BOB
                         This isn't a southern Vermont?

                                     JUDY
                         I don't understand it.

                                     BETTY
                         There has to be snow!  This place is 
                         advertised as America's Snow 
                         Playground!

                                     BOB
                         Well, if you say so.
                              (Gesturing to the 
                              waiting Columbia Inn 
                              bus driver)
                         Driver, your sleigh and reindeer.

               The other three bus drivers are disappointed.

                                                               DISSOLVE TO:

               FULL SHOT - BUS EN ROUTE

               The bus goes by an incongruous skating rink, with water 
               instead of ice.  Signs indicate the direction of the sun 
               scorched toboggan slide.

                                                                   WIPE TO:

               MED. SHOT - BUS EN ROUTE

               The bus winds around another turn in the beautiful green 
               surroundings and we pass a ski lift and a ski jumping 
               platform.

                                                                   WIPE TO:

               MED. SHOT - BUS EN ROUTE

               Still another turn of the bus, and in the distance we see a 
               LONG SHOT of the Columbia Inn.

               MED. SHOT - INT. COLUMBIA INN

               MARTHA, a sixty year old spinsterish woman, good of heart, 
               forbidding exterior, is occupied at the desk.

               The door opens and a pretty fifteen year old, SUSAN, carrying 
               the mail, walks toward her.

                                     SUSAN
                         Mail, Martha.

               She puts the mail on the desk.

                                     MARTHA
                              (As she shuffles 
                              through it)
                         What's the weather forecast down at 
                         the Post Office?

                                     SUSAN
                         Awful.  Fair and warmer.

                                     MARTHA
                         If we don't get snow soon we can 
                         turn this hotel into a haunted house.  
                         We haven't had a guest for three 
                         weeks.

                                     SUSAN
                              (As Martha keeps 
                              searching through 
                              the mail)
                         What are you looking for?

                                     MARTHA
                              (Not finding it)
                         Your grandfather's written Washington 
                         asking if he can get back in active 
                         service.  I think he wants to fly 
                         jets.

                                     SUSAN
                         I think he could do it.

                                     MARTHA
                         He says older men have been called, 
                         and besides, he misses the food.  I 
                         tell you, Susan, he tried to make it 
                         a casual letter, with little jokes, 
                         but it came out just begging.

               Through the huge window behind Susan and Martha we see the 
               figure of a man in overalls, bending over an incinerator, 
               shoveling the ashes into a wheelbarrow.

               His back is to CAMERA.

                                     SUSAN
                              (Moved)
                         Oh, Martha!  What are we going to 
                         do?

                                     MARTHA
                              (Blowing her nose)
                         I don't know.  Don't let on we know 
                         he's written.  He'll start in I'm 
                         only his housekeeper and that I found
                         out through some chicanery or 
                         something.

                                     SUSAN
                              (Soothing her)
                         How did you find out?

                                     MARTHA
                         Like any housekeeper --  I read the 
                         carbon paper.
                              (She hands the mail 
                              to Susan)
                         Bring him the mail.

               Susan starts out as CAMERA MOVES UP to window.  After a 
               moment, Susan appears and crosses to the man in overalls.  
               He straightens up, dusts off his hands, and as he turns to 
               take the letters, we see for the first time that he is General 
               Waverly.  He looks through them, eagerly, then, downcast, 
               shoves them in his overalls and goes back to his work.

                                                               DISSOLVE TO:

               58-59

               OMITTED

               FULL SHOT - EXT. INN - (DAY)

               The bus comes to a stop and our principals get out, Phil 
               staying with the driver for the luggage.  The others enter 
               the inn.

               MED. SHOT - INT. INN

               Martha at the desk, and her eyes widen in surprise.

                                     MARTHA
                              (Happily)
                         Welcome to Columbia Inn.  How do you 
                         do?

                                     ALL
                         How do you do?

                                     MARTHA
                              (Offering pen)
                         What kind of accommodations would 
                         you like?  We can give you a fairly 
                         wide choice--any room in the Inn, 
                         including mine.

                                     BETTY
                         We're not here as guests.  We're the 
                         Stewart sisters.

                                     MARTHA
                              (Disappointed)
                         Oh.

                                     BOB
                         My friend and I are guests.  We've 
                         come down for the snow.  Where are 
                         you keeping it?

                                     MARTHA
                         We take it in during the day!

                                     BOB
                              (Looking around)
                         What are your rates here?

                                     MARTHA
                         Make us an offer.
                              (To the girls)
                         I'm afraid we won't be able to use 
                         you.  We'll pay you the half salary 
                         for canceling.

                                     JUDY
                         Oh, no!  Are things that bad?

                                     MARTHA
                         We're using the ski-tow to hang the 
                         wash on.
                              (To Bob)
                         You're not going to stay either, are 
                         you?

                                     BOB
                              (Shaking his head)
                         I'm afraid not, ma'am.

               Through the door comes Waverly, carrying a load of wood in 
               one arm, and a bucket of coke in the other hand.  Susan 
               follows carrying an armful of kindling.

               Bob turns away.

                                     BOB
                         I'll tell Phil to leave the luggage -
                              (It hits him, he comes 
                              to a stop, and then 
                              to attention)
                         General Waverly!  Sir!

                                     WAVERLY
                              (Easy, simple)
                         At ease!  How are you, Captain.

                                     BOB
                         I'm fine, sir.
                              (But he looks around 
                              questioningly, 
                              bewildered)

                                     WAVERLY
                              (Smiling)
                         We just try to keep the General part 
                         quiet.

                                     BOB
                         Why?
                              (Reminding himself)
                         Begging your pardon, sir.

                                     WAVERLY
                         Well, to put it in one sentence, 
                         people don't expect major generals 
                         to carry firewood.

               Through the door comes Phil, fast, talking:

                                     PHIL
                         Bob, I was thinking we ought to -

               Phil has his arm out indicating the direction of the door, 
               when he sees Waverly.  He freezes.  He brings his hand up to 
               a salute, from that position.

                                     WAVERLY
                         At ease!

                                     PHIL
                         Oh, sir!
                              (Horrified)
                         A janitor!

                                     WAVERLY
                         Never thought I'd make it, he?  
                         ...Matter of fact, it's worse than 
                         that.  I own this hotel.

                                     MARTHA
                         He got it in a shrewd business move.

                                     BETTY
                              (To Bob)
                         Was everybody in your outfit?  We 
                         seem to run into them all over the 
                         country.

                                     BOB
                         The Draft Board didn't know when to 
                         stop.

                                     WAVERLY
                         If I start the introductions, can I 
                         get to meet these young ladies?
                              (Indicating them)
                         My housekeeper, Miss Martha Allen, 
                         my granddaughter, Susan Waverly.

                                     BOB
                         I'm Bob Wallace -- this is Phil Davis --

                                     BETTY
                         We're the Stewart sisters.

                                     JUDY
                         Your floor show.

                                     MARTHA
                              (To Waverly)
                         Don't worry -- I've already told 
                         them we'd have to cancel.

                                     WAVERLY
                         Why?  We have a floor, haven't we?

                                     MARTHA
                         Last time I looked.  But who are 
                         they going to sing to?

                                     WAVERLY
                         Even if it's only to you and me, it 
                         will be well worth it.  Besides, 
                         there will be six inches of snow 
                         tonight and we'll be full up tomorrow.

                                     BETTY
                              (Happily)
                         Is that the weather forecast?

                                     WAVERLY
                         No.  But if there was one thing I 
                         learned in the army it was to be 
                         positive -- especially when you don't 
                         know what you're talking about. You'll 
                         excuse me, gentlemen, I'm on K.P.

               Phil and Bob stiffen automatically.

                                     PHIL AND BOB
                         Yes, sir!

                                     WAVERLY
                              (To Betty and Judy)
                         And you two charming ladies, I want 
                         you to know I'm looking forward to 
                         your show this evening.  Whatever 
                         your audience lacks in numbers, it
                         will make up for in enthusiasm --
                              (He glares at Martha)
                         or I'll know the reason why!

               He smiles at the girls, and exits, dignified.

                                     JUDY
                              (Utterly charmed)
                         Gee... no wonder we won the war!

                                                               DISSOLVE TO:

               INT. DINING ROOM INN - (NIGHT) - MED. CLOSE SHOT -

               BETTY AND JUDY

               They are doing the number, SISTERS, on the floor.  THE CAMERA 
               PULLS BACK to reveal the scene.  There is a scant audience 
               distributed at several tables, totaling not more than fourteen 
               in number.  Not far from the kitchen entrance Bob and Phil 
               are sitting at one table.

               Martha is seen doing general overseeing, principally acting 
               as hostess.  Susan doubles between the cashier's desk and 
               helping out at table.

               MED. CLOSE SHOT - BOB AND PHIL

               They are admiring the performance.  Phil indicates for Bob 
               to look in this direction.  Bob does.

               REVERSE ANGLE - MED. SNOT

               The General is seating a table.

               MED. SHOT - BOB AND PHIL

               Bob shakes his head, unhappy at this condition.  They look 
               at each other.

                                     BOB
                         I think well stay a little longer 
                         than we planned.

               MED. FULL SHOT - BETTY AND JUDY

               They finish the number and are applauded enthusiastically, 
               but the few people in the audience don't make for much 
               clatter.  One set of hands seems to be applauding loudest 
               and clearest.

               MED. SHOT - GENERAL WAVERLY

               He is the one doing the enthusiastic applauding.  He walks 
               toward the boys, still applauding.  They applaud too.  The 
               girls enter the scene, to sit with the boys.

               Martha is only applauding politely, until Waverly glares at 
               her.  Then her enthusiasm is boundless.

                                     WAVERLY
                         Excellent.  I enjoyed it very much.

                                     JUDY
                         Thank you.

                                     MARTHA
                         It was nice, if you like music.

               A waitress brings food, which Martha helps distribute.

                                     BETTY
                              (After a look that 
                              the waitress is not 
                              in a position to 
                              hear)
                         Mister Waverly, we'd like to make 
                         you a proposition.

                                     WAVERLY
                              (Smiling)
                         Well, for heaven's sake!

                                     BETTY
                         You've been very nice not canceling, 
                         we'd like to make a gesture.  Until 
                         it snows, and you have guests, we'll 
                         take half salary.

                                     MARTHA
                              (Appreciative)
                         That's really nice of you.
                              (She takes out pencil 
                              and her order book)
                         Now let's get that in writing.

                                     WAVERLY
                              (Pushing it aside)
                         Never heard of anything so ridiculous.
                              (Gets up)
                         Your next performance is tomorrow 
                         night, after dinner.  Be here, or 
                         I'll sue!

               He dignifiedly walks in the direction of some departing 
               guests, and proceeds to show them to the door.

                                     MARTHA
                              (Annoyed)
                         Light-Horse Harry.  Advance, advance, 
                         never retreat!  He's advancing right 
                         into bankruptcy.

                                     PHIL
                         That's just the way he was in the 
                         army.  Always thinking of the other 
                         fellow.

                                     BOB
                         We ate and then he ate.  We slept, 
                         and then he slept.

                                     PHIL
                         Then he woke up, and nobody slept 
                         for the next forty-eight hours.

                                     MARTHA
                         I happen to know he's sunk his life's 
                         savings into this place.  I read the 
                         carbon paper.

                                     JUDY
                         Gee, I wish there were something we 
                         could do to help.

                                     BOB
                         Maybe there is.

                                     PHIL
                         You got a flash?

                                     BOB
                         A glimmer.  Have to stir it around a 
                         bit.

                                     PHIL
                              (To the girls)
                         Shhh!
                              (Indicating Bob, 
                              tapping his forehead)
                         Ticking away madly.  Wheels within 
                         wheels.  This is the brain that, in 
                         darkest Italy, devised a formula to 
                         make food out of K-Ration!  Shhhhhh!

               As he regards Bob with something akin to awe, we

                                                               DISSOLVE TO:

               MED. SHOT - INT. LOBBY - (NIGHT)

               The last of the supper audience is leaving.  We see into a 
               room which adjoins the reservation desk and Bob is on the 
               phone.

               CLOSE SHOT - INT. INN OFFICE

               Phil is sitting on the desk while Bob talks.

                                     BOB
                              (Into phone)
                         Relax... I didn't ask you how much 
                         it'll cost us...
                              (We hear an excited 
                              high voice on the 
                              phone)
                         Easy, easy, remember your blood 
                         pressure... I don't care how much 
                         it'll cost us... That's better... 
                         Have everybody on the train first 
                         thing in the morning.  The whole 
                         Troupe, and the scenery, and the 
                         costumes... You'll have to cancel us 
                         off the Ed Harrison Show...  Oscar, 
                         remember your blood pressure.  
                         Incidentally, how much will this 
                         cost?
                              (He hears some figure. -
                              It obviously is a 
                              very large number)
                         Good night, Oscar.
                              (He hangs up)
                         There you are.

                                     PHIL
                         Incidentally, how much will this 
                         cost?

                                     BOB
                              (Clears his throat)
                         We are coming out - even.

                                     PHIL
                         You mean flat?

                                     BOB
                         That's the same as even.

                                     PHIL
                         Wheels within wheels.  It's nice how 
                         you take care of the money for both 
                         of us because you're older and so 
                         level headed.  I wonder where I'd be 
                         now if hadn't saved your life?

                                     BOB
                         Do you want me to cancel the troupe 
                         coming?

                                     PHIL
                              (Getting off the desk)
                         No, no.  Let's go through the gesture.  
                         If you had been on the Titanic when 
                         it went down, you wouldn't've been 
                         satisfied just to sink into the ocean.
                              (Gesturing)
                         You'd have done a swan dive into it.  
                         With me on your back!

                                                               DISSOLVE TO:

               FULL SHOT - COLUMBIA INN FLOOR - (DAY)

               The scene is a melee of the excitement accompanying 
               preparations for the show.  The little stage has been enlarged - 
               the draperies pulled back right and left and a side wall 
               pushed back a little farther.  There is hammering and painting 
               going on in various parts of the room.  Trunks have been 
               unpacked and wardrobe hung up in odd places, as more trunks 
               arrive.  Girls in abbreviated rehearsal clothes walk around, 
               do cartwheels; two people sing at the piano; six girls kick 
               in unison; altogether, it is quite a contrast to the bareness 
               of the previous scene.

               THE CAMERA TRUCKS through all the activity, taking in our 
               group at the doorway, which features Bob and Phil, the girls 
               standing nearby.  Martha and Susan are amazed at the activity.

                                     MARTHA
                         I can't believe it!  You mean you 
                         brought the whole show up here?

                                     BOB
                         When you hired the Stewart sisters 
                         you also hired a New York show.  It 
                         was in the small print.

                                     PHIL
                         And you can't get out of it.  We've 
                         got lawyers.

                                     SUSAN
                         I can't thank you enough, but I wonder 
                         if Gramp'll let you do it?

                                     PHIL
                         Why not?

                                     MARTHA
                         His pride.  When he decides he's 
                         going into bankruptcy he likes to 
                         go.

                                     BOB
                         Now just a second.  We're not doing 
                         this for him!

                                     PHIL
                         Oh no!  We're bringing the show down 
                         here to rehearse!

                                     BOB
                         The company's been getting a little 
                         ragged.  We'd appreciate the use of 
                         the hall.

                                     PHIL
                         Of course we don't expect it free!

                                     BOB
                         We'll pay a little, but not much. -
                         You see, the audience will be guinea-
                         pigs -- and for us, that's quite an 
                         improvement.

               This has not fooled Susan.  She throws her arms around Bob 
               and then Phil.

                                     SUSAN
                         I don't know what to say!

               She cannot refrain from tears of gratitude and turns and 
               runs out.  There is a moment of silence.

                                     BOB
                         I hope this is not an indication of 
                         advancing age, getting kissed out of 
                         gratitude.

                                     PHIL
                         You didn't expect a girl that pretty 
                         to kiss you because she wanted to?

                                     BOB
                         A body keeps hoping.

               Betty steps up to him and gives him the biggest smack.

               Bob is quite surprised.

                                     BETTY
                              (Sincerely)
                         That was the nicest thing I ever saw 
                         anybody do.

                                     BOB
                         It was still gratitude.

                                     PHIL
                              (To Judy)
                         I'm his partner.  I'm entitled to 
                         half the credit.
                              (Judy steps up to him 
                              and just pecks him 
                              on the cheek, then 
                              joins her sister in 
                              rehearsal)
                         She's not as grateful as her sister.

               They look off through the exit and see a moving van unloading 
               scenery, as the General arrives in his buggy.

               He steps down and looks with amazement at the scenery passing 
               by.

                                                               DISSOLVE TO:

               EXT. INN - (DAY) - MED. CLOSE SHOT - WAVERLY, BOB AND PHIL

               Waverly is looking interestedly at the goings on, but is 
               puzzled.  The boys exchange a glance.

                                     WAVERLY
                              (Finally)
                         I'm not clear about some of it.  
                         Explain it again.

                                     PHIL
                              (Not too good a job)
                         Well, sir.  We have this show, and 
                         we laid off for the holidays.  You 
                         see, business was bad.

                                     WAVERLY
                         I know about business being bad.
                         Go on.

                                     PHIL
                         Yes sir.  Well, so we figured as 
                         long as we had the opportunity we'd 
                         do a little rehearsing.  Right here.

                                     WAVERLY
                         Why here?
                              (There is a hint here 
                              of the General)
                         Phil looks to Bob for help as they 
                         move toward the lobby.

               The troupe is busy transporting the costumes, etc., from the 
               moving van to the dining room auditorium as the above scene 
               is played.

                                     BOB
                         Well, sir, this nice empty room.  
                         The minute we looked at it we said 
                         it was ideal.  Didn't we?

                                     PHIL
                         That's what we said.  Ideal.

                                     BOB
                         And then we'll have an audience to 
                         play to.  You see, sir, you need an 
                         audience on which to try out your 
                         new material.

                                     WAVERLY
                         Where are you going to get the 
                         audience?

                                     PHIL
                         Oh, what guests there are in the 
                         other hotels. They're pretty bored 
                         here without snow, and a New York 
                         show's kind of a novelty in Vermont.

                                     WAVERLY
                         I would think so.
                              (He thinks)
                         How will they know you're here?

                                     BOB
                         Oh, word gets around.

                                     PHIL
                         Yes sir, and we also took the girls 
                         twice around the town for a little 
                         run.  They were stiff from the train.
                         In their practice clothes.

                                     BOB
                         Makes the blood circulate,

                                     WAVERLY
                              (Hers no dope)
                         Hmm.  Whose blood?

                                     BOB AND PHIL
                         Yes sir.

                                     WAVERLY
                         Apparently there must be a lot about 
                         show business I don't understand.

                                     PHIL
                         It'll come to you, sir.

                                     BOB
                         It just takes time.

                                     PHIL
                         We wouldn't be any good as generals.

                                     WAVERLY
                         You weren't any good as privates!

                                     PHIL
                              (Pointing to Bob)
                         He was an officer, sir.

                                     WAVERLY
                         Only to confuse the enemy.

               He turns away and goes to his quarters.

                                                               DISSOLVE TO:

               MED. SHOT - INT. INN FLOOR - (DAY)

               The company is rehearsing as Bob and Phil enter.

                                     BOB
                         That's all for today, kids.

               People break off what they were doing and begin to drift 
               out. Bob and Phil have gone toward Betty and Judy.

                                     BOB
                         Get a little rest before tonight's 
                         performance.

                                     PHIL
                              (To Judy)
                         I'll walk you over.

                                     BOB
                         Phil!
                              (He takes a sheet of 
                              music out of his 
                              inside pocket)
                         Look this over, I want to try 
                         something.

                                     PHIL
                              (To Judy)
                         See you later.

               The girls go.  Phil goes toward the piano, Bob goes toward 
               Martha, who is on the phone, accepting reservations.

               FULL SHOT - ROOM

               Bob takes Martha by the arm and seats her in the middle of 
               the room as an audience of one.  Phil looks up from the piano, 
               puzzled. The sunset is visible through the window and there 
               is a mood of quiet.

                                     MARTHA
                         Guinea pig?

                                     BOB
                              (Nodding)
                         That's the idea. Want you to hear a 
                         song I just wrote.

                                     MARTHA
                         If it's a love song, don't get too 
                         close.

                                     BOB
                         It isn't.  Just tell me how you think 
                         the Old Man would feel about this 
                         one.

               He leaves her and goes to the piano and they do WHAT CAN YOU 
               DO WITH A GENERAL, solely for Martha.

               Toward the end of the song --

               MED. CLOSE SHOT - GENERAL WAVERLY

               Unseen by the others he is standing by the door listening to 
               the song.

               MED. SHOT - INT. ROOM

               The boys finish the number. Martha applauds and Bob bows.

                                     MARTHA
                              (Very moved)
                         I think it's just wonderful --

               CLOSE SHOT - SUSAN - AT KITCHEN DOOR

               She is standing there, drying her eyes with her apron.

                                     SUSAN
                         I think so, too.

               CLOSE SHOT - WAVERLY - AT THE DOOR

                                     WAVERLY
                         I'm afraid I disagree. The song is 
                         funny, but there is one thing wrong 
                         with it.

                                     PHIL'S VOICE
                         What's that, sir?

                                     WAVERLY
                         It's true.  I'd rather you didn't.

               FULL SHOT - INT. INN FLOOR

               Bob and Phil exchange a quick glance.

                                     BOB AND PHIL
                         Yes, sir.

               The General turns and exits toward the lobby, THE CAMERA 
               PANS with him, a lonely figure walking through the lobby, 
               the CAMERA STOPPING on a poster advertising tonight's 
               performance.

                                                               DISSOLVE TO:

               FULL SHOT - INT. INN FLOOR - (NIGHT)

               It is fairly-well filled.  Bob, Phil, Betty, Judy and the 
               ensemble are performing a NUMBER which is a MINSTREL SHOW 
               routine done to lyrics and music.  Bob and Phil are end men, 
               Betty is interlocutor, and Judy is later introduced as Mandy.  
               This takes Judy and Phil into a dance to the song MANDY.  
               This entire number is done in white-face with stylized 
               costumes and set. During the applause and bows, we CUT TO:

               MED. SHOT - WAVERLY TABLE

               Waverly, flanked by Susan and Martha, is at a large table.  
               The other occupants are local hotel owners and their wives.

                                     FIRST OWNER
                         Great show, Waverly.

                                     WAVERLY
                         Thank you.

                                     SECOND OWNER
                         We needed something like this.  I 
                         had six checkouts, and when they 
                         heard about this they decided to 
                         stay.

                                     FIRST OWNER
                         Same here.
                              (Big smile)
                         Much obliged.

                                     WAVERLY
                         Glad to help.

               Martha and Susan beam; all is well.

                                                               DISSOLVE TO:

               FULL SHOT - INT. INN FLOOR - (NIGHT)

               It is empty and most of the lights are out.  At a considerable 
               distance from CAMERA Martha extinguishes the last light, 
               except for a small work light which is servicing Bob, who is 
               fingering the piano keys and writing music notes, hard at 
               work.

               FULL SHOT - GIRLS' BUNGALOW

               In the background we see the boys' bungalow.

               MED. SHOT - INT. GIRLS' BUNGALOW

               Betty and Judy are in twin beds, the light is coming in from 
               the moon.  The girls are seen in profile.

                                     JUDY
                              (Talkative)
                         The moon!   I can't get over the 
                         moon up here.  The size of it!

                                     BETTY
                              (In a quiet mood)
                         Same one they have all over.

                                     JUDY
                         They'll never prove it to me.  And 
                         everything smells so beautiful.
                              (She breathes)
                         What is it - pine or fir?

                                     BETTY
                              (Small sniff)
                         We're near the bakery.

                                     JUDY
                              (Friendly, not 
                              realizing the stab)
                         You know your trouble, Betty?  You're 
                         not romantic.

               Betty turns and looks toward her.  Since Judy does not see 
               her, Betty's expression is a true reflection of how she feels.

                                     JUDY
                         Everything's so wonderful here, so 
                         pretty, so exciting, I can't 
                         understand how you stay frozen up.  
                         Let yourself go, go, like me!

                                     BETTY
                              (Afraid to ask)
                         Which one is it?

                                     JUDY
                         What do you mean?

                                     BETTY
                         Bob or Phil?

                                     JUDY
                         Neither.

                                     BETTY
                         You mean both.

                                     JUDY
                              (Smiling)
                         It's the same.  No one is going to 
                         break up our act.

                                     BETTY
                         Isn't there one you prefer over the 
                         other?

                                     JUDY
                         The way Phil dances, and he's funny.  
                         It's easy to see yourself married to 
                         him.

                                     BETTY
                              (An effort)
                         And Bob?

                                     JUDY
                         He's different, deeper, and he's 
                         funny, too.  It'd be nice to be 
                         married to both of them.

                                     BETTY
                         Good thing they're not a quartette.

                                     JUDY
                              (Oblivious)
                         If I was Catherine the Great, that's 
                         what I'd do.  Phil in the daytime, 
                         Bob at night. Or should it be the 
                         other way around?

               CLOSE SHOT - JUDY AND BETTY

               SHOOTING PAST Betty.  Is it possible our Betty has a suspicion 
               of a tear?

                                     JUDY
                         Phil'd be more fun in a night club, 
                         but eventually a girl wants a pipe 
                         and slipper fellow.  That's Bob, 
                         smoking a pipe and petting a cocker 
                         spaniel.  Still, Phil could learn to 
                         smoke a pipe.  Breaking a fellow in 
                         to suit you is something every girl 
                         should go through.  I hear it's half 
                         the fun.  Which one do you like 
                         better?  Betty?
                              (No answer.)
                         Betty?
                              (Softer)
                         Are you asleep?
                              (No answer. Judy turns 
                              over and closes her 
                              eyes)

               Music has underscored this scene.  Betty is wide awake.

               She is looking toward the window.  As the curtains billow 
               outward we see a diffused figure of Bob, sitting on a fence, 
               putting out his pipe.  This is followed by an equally diffused 
               figure of Betty, leaving her bed, crossing the furniture, 
               and joining Bob.  Bob takes her in his arms.  At this point 
               we are brought back to reality by the wind slamming a shutter.  
               This causes the diffusion to vanish, and Betty gets out of 
               bed and puts on her robe.

                                                               DISSOLVE TO:

               INT. INN KITCHEN - MED. SHOT - (NIGHT)

               We PAN Betty to the refrigerator door, which she opens.

                                     BOB'S VOICE
                         Tuna fish, on the lower shelf.

               Betty whirls around.

               MED. SHOT - BETTY AND BOB

               We see Bob is having a snack of his own.

                                     BETTY
                         Oh!

                                     BOB
                         What are you doing?  Sleep-walking?

                                     BETTY
                         I couldn't sleep.

                                     BOB
                         Little young for that, aren't you?

               He gets up and goes to the refrigerator.  His preoccupation 
               with the food will permit Betty's expression to be more 
               obvious than her lines, which are spoken to tell the audience 
               of her regard for Bob,  since their significance must escape 
               him.

                                     BOB
                         What shall I make you?

                                     BETTY
                         Anything'll do.

                                     BOB
                         If you tell me what you want to dream 
                         about I'll know what to make you.

                                     BETTY
                              (Amused)
                         How's that?

                                     BOB
                         Different foods make for different 
                         dreams.  I've got a whole theory 
                         about it.  It's called "The Wallace 
                         Way of Wishful Wooing."  You'll find 
                         it in the American Medical Journal 
                         under 'W'.  Ham and Swiss cheese, 
                         for instance, you get a cool, thin, 
                         blonde girl.  Turkey sandwich, you 
                         get a dark sort of stumpy girl, sexy 
                         though.  Now a liverwurst sandwich -
                              (He shakes his head)
                         you get both girls at once.  Bad 
                         night.

                                     BETTY
                         What do you dream on tuna?

                                     BOB
                         Darndest thing, I dream about me.

                                     BETTY
                              (Evenly)
                         Then I'll have a tuna sandwich.

               Bob doesn't get the significance of what she has said.

                                     BOB
                         Now that's very flattering.  Tuna 
                         coming up.
                              (He is occupied at 
                              the frigidaire while 
                              she watches him 
                              yearningly)
                         Let me make you some warm milk.  
                         That'll help the insomnia.

                                     BETTY
                              (Meaningly)
                         No it won't.
                              (Looking straight at 
                              his back)
                         Warm milk won't do it.

                                     BOB
                         Whatever you've got on your mind 
                         isn't worth staying awake for.

                                     BETTY
                         I think it is.

               He smiles at her, oblivious to the meaning behind her lines.

                                     BOB
                         Would you like to know how I handle 
                         a situation like that...?

                                     BETTY
                         Tell me, Doctor...

               Bob begins to sing COUNT YOUR BLESSINGS, as he prepares the 
               warm milk and hands it to her.  She drinks it down.  As he 
               reaches the second chorus, he starts to dim the lamp on the 
               table,  Betty, pretending to be sleepy, leans her head toward 
               Bob.

               He takes a pillow from a nearby chair and puts it between 
               her head and her chair.  She waits, eyes closed, expectantly.  
               But Bob gets to his feet, and carefully tiptoes to the door 
               and exits, closing it softly behind him.  After a moment, 
               Betty snaps on the light, throws the pillow on the floor, 
               and rests her chin in her hand, disappointed and wide awake.

                                                                   FADE OUT

               FADE IN:

               LONG SHOT - INT. INN FLOOR - (DAY)

               Various members of the company are in rehearsal clothes and 
               sitting around the room.  The orchestra is playing the 
               introduction to Phil's number, which will employ a line of 
               six girls who are just coming on the floor.

               Bob is on stage supervising the rehearsal.  Judy is standing 
               across from the piano.  Betty is seated on the sidelines 
               with her legs stretched over two chairs.

               She is knitting a loud colored argyle sock.  Phil, standing 
               close by, has just finished rolling up a ball of yarn.  He 
               looks at Betty's knitting, then at his feet.

                                     PHIL
                         Don't make them too tight.  I wear 
                         size 12.

                                     BOB
                         All right kids!  Places!  Let's get 
                         going! Phil, you're on!

               Phil reacts.

               Bob crosses to his stage manager station, which is a desk 
               and high chair, where Albert is seated, not far from his 
               wife, Sylvia, who is sipping a glass of water.  Albert holds 
               a stop watch and evidently helps in the administration.

                                     BOB
                              (To Albert)
                         How long are we so far?

                                     ALBERT
                         An hour and ten minutes.

                                     BOB
                         Something has to come out.

               From his position, Phil, in a series of leaps and turns, 
               reaches center floor and begins his solo.

               CLOSE SHOT - BETTY

               She continues knitting while watching Phil dancing.

               As Phil comes to a portion where he speeds up his steps she 
               unconsciously speeds up her knitting, Bob has seen her, and 
               he looks from her knitting and her look of admiration, which 
               he mistakes for affection, and then looks from the socks to 
               Phil's feet.  At the end of the number, which is applauded 
               by the witnesses, Judy runs to Phil and hugs and kisses him, 
               THE CAMERA STAYING at this distance.

               Bob, looking at Betty, mistakenly sees her disappointment.

                                     BOB
                         All right, places for the next number!
                              (He turns to Sylvia)
                         You're next, Sylvia.
                              (Sylvia and Albert 
                              exchange peculiar 
                              glances,  Bob senses 
                              it)
                         What's the trouble?

                                     ALBERT
                         Mr. Wallace -
                              (He is embarrassed to 
                              go on)

                                     BOB
                         Come on, out with it.

                                     ALBERT
                         I don't think Sylvia ought to go on, 
                         unless you cut out the high kicks 
                         and let her do some easy waltzes.  
                         Very easy waltzes.

               Bob looks from one to the other and their smiling shyness 
               indicates pregnancy.

                                     BOB
                         You're kidding!

                                     SYLVIA
                         We don't want anyone else to know.

                                     ALBERT
                         Please don't mention it.
                              (The orchestra starts 
                              to play ROCKABYE 
                              BABY.  Sylvia and 
                              Albert are startled)
                         For heaven's sake!

                                     SYLVIA
                         How did they know?

               The girls start crowding around.

                                     GIRLS
                              (Ad libbing)
                         You wouldn't tell us, would you?  We 
                         had to find out ourselves, etc.
                              (Phil and Judy are 
                              among the group)

                                     MARTHA
                              (Formally)
                         There will be a celebration of the 
                         forthcoming event tonight after the 
                         show!
                              (Everyone approves)

               MED. SHOT - BOB, PHIL AND ALBERT

               Phil puts his arm around Albert.

                                     PHIL
                         Obviously you're going to call the 
                         boy after me!

                                     BOB
                         After you?  I hired Sylvia!  The 
                         baby'll be named after me!

                                     PHIL
                         I've been dancing with her!  That's 
                         more important!  The baby'll be named 
                         after me!

                                     BOB
                         The hiring was more important!  After 
                         me!

                                     PHIL
                         The dancing was more important!  
                         After me!

                                     ALBERT
                         I'm her husband.
                              (Small pause)
                         The baby'll be named after me.

                                     BOB
                         Well, we're going to need another 
                         dancer!

                                     PHIL
                         How about Judy, she knows all the 
                         routines, she could pick it up in no 
                         time.

               They walk to the table where the coffee is, and the group 
               now includes Betty.

                                     BOB
                         On the other hand, it's all right if 
                         we lose a number, we're running too 
                         long now.  We have to cut somewhere.

                                     BETTY
                         Wouldn't it be better if you cut my 
                         solo number?  I've never felt right 
                         in it anyway.
                              (Indicating Phil)
                         The show needs every bit of his 
                         dancing.

                                     BOB
                              (Interpreting this as 
                              mere selflessness 
                              for love)
                         Well -

                                     BETTY
                         There you are - painless.

               She turns away rather abruptly, since she is becoming 
               emotional.  Bob shakes his head, impressed with what he thinks 
               is her devotion.

               MED. CLOSE TWO SHOT - BOB AND PHIL

               Bob dunks a doughnut into his coffee as he looks after Betty.  
               He looks at Phil and shakes his head.

                                     BOB
                         Greater love hath no woman than to 
                         give up a solo number.  Old Chinese 
                         saying.

                                     PHIL
                              (All this is beyond 
                              him)
                         What are you talking about?

                                     BOB
                         Drink your coffee.

                                                               DISSOLVE TO:

               FULL SHOT - WAVERLY QUARTERS - (NIGHT)

               This is the party later that evening.  Some people are 
               dancing.  Others are grouped about, and there is a general 
               home party atmosphere.  The General, Martha and Susan are 
               seen helping everyone to feel at home.

               The CAMERA STARTS ON A LONG SHOT and DOLLIES THROUGH THE 
               GROUP, passing Sylvia, where ad lib comments about the 
               impending baby are sketchily HEARD.  The CAMERA CONTINUES 
               toward the piano, where Bob and Betty are examining the music 
               sheet of A MAN CHASES A GIRL.

               Betty looks up and the CAMERA FOLLOWS her look to Phil, who 
               is dancing with Rita.  Rita nestles up close to Phil.  This 
               is seen by Bob and Betty.  Bob smiles.

               CLOSE SHOT - PHIL AND RITA

               On closer view, we can see that Rita is the aggressor.

                                     PHIL
                              (Referring to the 
                              grip)
                         Don't you want me to breathe?

                                     RITA
                         Not especially.

                                     PHIL
                         What's gotten into you?

                                     RITA
                         You were chasing me in Florida.

                                     PHIL
                         And you were running.  What made you 
                         stop?

                                     RITA
                         You're interested in Judy, aren't 
                         you?

                                     PHIL
                         That's it, eh?  Unless it belongs to 
                         someone else, a girl doesn't - Ouch!
                              (Evidently Rita has 
                              deliberately stepped 
                              on his instep)

               SCENE FROM BOB'S VIEWPOINT

               Betty is walking over to the dancing couple and deliberately 
               cuts in on Rita, who is displeased, but can do nothing but 
               yield.  Bob's reaction still implies that this is 
               understandable since Betty loves Phil.  He turns back toward 
               the piano, and other couples are between him and Betty and 
               Phil.

               Still at the same camera distance, we see Betty turning Phil 
               over to Judy.

               CLOSE SHOT - PHIL AND JUDY

               Judy is a little cool.

                                     PHIL
                         What's the matter?

                                     JUDY
                         Nothing is the matter.

                                     PHIL
                         This isn't the way you dance.

                                     JUDY
                         Some people dance closer than others.

               Phil is delighted that she is jealous.

                                     PHIL
                         Yes, that's true.  I'm one of the 
                         close ones.  That's my type.

               He holds her closely, by force, dancing, smiling and pleased 
               with himself.

               MED. FULL SHOT - ROOM

               The dance music stops.  The people disperse.

               MED. CLOSE SHOT - AT PIANO

               Harry, the piano player, is playing the last half of A MAN 
               CHASES A GIRL.  Bob and Betty are leaning over the piano, 
               Bob humming the melody.  Betty pantomimes to the others to 
               quiet down.  Bob starts to sing the lyric.  In the second 
               chorus, he is joined in the singing by Betty.  During this 
               chorus we CUT TO show various reactions of the group, and 
               end on Phil, sitting close to Judy, holding her hand.

               CLOSE TWO SHOT - PHIL AND JUDY

               We HEAR Bob and Betty, off scene, continuing to the end of 
               the second chorus, on which Phil, sotto voce, sings the last 
               four bars.

                                     PHIL
                              (Singing; looking at 
                              Judy)
                         And once you've caught him, don't 
                         ever let him go.

               APPLAUSE follows the song.  Phil gets up.

                                     PHIL
                         Ladies and gentlemen, I would like 
                         to make an announcement.

               FULL SHOT - CROWD

               Everyone quiets, waiting to hear the announcement.

                                     PHIL
                         It is my pleasure to identify the 
                         man who has been doing the chasing.  
                         I am him! - Or he! - Or it!  Anyway, 
                         Judy has caught me.  What I'm trying 
                         to say is, we're engaged.

               He looks fondly at Judy, taking it for granted she is 
               overwhelmed at this method of announcing to her that he is 
               going to marry her.  He hugs her amidst a general reaction 
               of congratulations.

               MED. SHOT - BOB

               He is flabbergasted.

               MED. SHOT - GROUP

               Phil and Judy are separated by the congratulators.

               Betty, hiding her emotion, grips Phil's arm.

                                     BETTY
                         I hope you realize that you're getting 
                         he most wonderful girl in the world.

               Bob sees her emotion through the speech.  Betty notices Judy 
               upset, shaking off the people around her and running through 
               the doorway to the kitchen.

               Betty makes her way through the crowd to follow her, as the 
               orchestra goes into HER COMES THE BRIDE.

               MED. SHOT - INT. KITCHEN

               Judy is crying into her hands as Betty enters.

                                     BETTY
                         Darling, don't cry.

                                     JUDY
                              (Turning to her)
                         I didn't know he was going to make 
                         that announcement, I swear I didn't.

               Betty puts one arm around her.

                                     BETTY
                         I know you didn't.

                                     JUDY
                         He had no right to do that.

                                     BETTY
                         You do love him, don't you?

                                     JUDY
                         That doesn't matter.

                                     BETTY
                         Nothing else matters.

                                     JUDY
                         We're not going to break up our act.

               Phil enters the kitchen.

                                     PHIL
                         I've been looking for you, Judy.

                                     BETTY
                         Excuse me.

               She goes through the corridor toward the living room.

               MED. CLOSE SHOT - CORRIDOR OFF BUTLER'S PANTRY

               In the background we see the General in the butler's pantry 
               getting some drinks for the guests.  He is not seen by Betty 
               who stops at the mirror in the corridor to wipe away a few 
               tears.  Bob comes into view in the mirror, entering the 
               corridor from the living room.

                                     BOB
                         Don't take this too much to heart.  
                         Phil is a great kid but constancy 
                         isn't his long suit.

                                     BETTY
                         I'm not the least bit worried.
                              (Phil and Judy enter 
                              from the kitchen)
                         Frankly, this couldn't come at a 
                         better time.  They want me to come 
                         back to The Carousel again - I used 
                         to sing there before Judy and I teamed 
                         up - and I had to turn it down because 
                         they can only use a single.
                              (Not too well)
                         So - this couldn't be more convenient.  
                         You stay with the show and I'll go 
                         back to The Carousel.

                                     JUDY
                         When did you get this offer?

                                     BETTY
                         Just today, as a matter of fact.  I 
                         got a telegram.

                                     JUDY
                         Why didn't you mention it before?

                                     BETTY
                         I didn't want to hurt your feelings.

                                     JUDY
                         Where is the telegram?

                                     BETTY
                         I threw it away.  What is this, a 
                         third degree?  You don't think I 
                         made it up?

                                     JUDY
                         Yes, I do.

               There is a pause, and Waverly, who has been watching each 
               one, speaks.

                                     WAVERLY
                         Well now, I wouldn't bet any large 
                         sum of money on that, since I took 
                         the message over the telephone, and 
                         I had to deliver the telegram.
                              (To take the tension 
                              off)
                         And she didn't tip me, either.

               Betty looks at him gratefully.

                                     JUDY
                         Oh, Betty!
                              (She throws her arms 
                              around her)
                         I'm sorry!  I misunderstood!

                                     BETTY
                         Now, baby!  It's all right!

                                     PHIL
                         Well, everything's fine now!

               Happy, he beams at Judy.

               MED. CLOSE SHOT - BOB AND WAVERLY

               Something bothers Bob about this story.  He looks searchingly 
               at Betty, puzzled.  He does not notice Waverly, who watches 
               him watching Betty.

                                                          SLOW DISSOLVE TO:

               LONG SHOT - RAILROAD STATION - DAY

               Train about to leave.  The General is in the foreground 
               sitting in the buggy.  Betty is saying goodbye to him.

               Bob and the porter are taking care of her luggage.

                                     GENERAL
                              (Shouting over noise 
                              of train)
                         Where are you going to be?

                                     BETTY
                         The Carousel.

               The General looks at her, questioningly.

                                     BETTY
                              (Whispering, during a 
                              lull in the noise)
                         I sent them a telegram this morning.

               The General smiles; Betty waves a farewell to him and crosses 
               to the train, starting up the steps.  The notion behind this 
               scene is to be able to hear only intermittent dialogue due 
               to the whistle, bells, and escaping steam.  The manner of 
               playing, though, indicates the sentiment.  To emphasize it: 
               Bob is fonder of Betty than he realizes, and Betty fully 
               realizes how fond she is of him but that he does not return, 
               consciously, her affection.  We hear Betty:

                                     BETTY
                         Take care of my little sister.

                                     BOB
                         She can take care of herself.  Worry 
                         about the menfolk.  Now don't forget 
                         to write.

                                     BETTY
                         I'll send you picture postcards.

               Not all of this is heard, since the sound effects pick their 
               spots, but the attention is on the General, who is watching 
               the scene with a whimsical look.  He, as does the audience, 
               realizes Bob's true feelings.  As the train starts to leave, 
               Betty and Bob shake hands.  She holds his handshake a little 
               longer than necessary, and Bob is forced to move along with 
               the train.  Finally she releases him, and Bob looks after 
               the train, puzzled.

               REVERSE ANGLE

               THE CAMERA is now on the train platform, Bob out of sight.  
               Betty wipes away a tear.  In the background we see the General 
               in the buggy noticing this.

               MED. LONG SHOT - TRAIN IN DISTANCE

               Bob is in the foreground, the General in the background.  
               Bob joins the General at the buggy.  From Waverly's expression 
               we can see that he has decided on a plan of action.

                                     WAVERLY
                         Must be interesting to be a woman.

                                     BOB
                         The idea's never occurred to me, 
                         sir.

                                     WAVERLY
                         Well, think about it.
                              (Bob is thinking about 
                              it)
                         Well?

                                     BOB
                         Not interested!

                                     WAVERLY
                         A man like you must be an expert on 
                         women.

                                     BOB
                         It's a little immodest to say so, 
                         but I consider myself an authority 
                         on the fair sex,  I've made a study 
                         of the subject.  They're simple 
                         creatures.

                                     WAVERLY
                         They couldn't fool you?

                                     BOB
                         I'm single.

                                     WAVERLY
                         'Pride goeth before a fall.'

                                     BOB
                         'Who knows his own strength is twice 
                         armed.'

                                     WAVERLY
                         It's always a pleasure to meet an 
                         expert in any field.  Tell me, why 
                         do you think Betty went to New York?

                                     BOB
                              (Not willing to admit 
                              it)
                         She has a job in The Carousel.

                                     WAVERLY
                         Expert, you're wrong!  She went to 
                         New York because she's so in love 
                         with someone here she just couldn't 
                         stand it.

                                     BOB
                         Phil.
                              (A mixture of 
                              resentment and 
                              frustration)
                         I'm darned if I can figure out why.

                                     WAVERLY
                         I thought you were an expert on women.
                              (To the horse)
                         Come on, Delilah!

                                                               DISSOLVE TO:

               CLOSE SHOT - CHRISTMAS TREE ANGEL - DAY

               THE CAMERA PANS DOWN from the ceiling and we see that THE 
               INN is being decorated for Christmas Eve.

               Everybody is so engaged, except those actively helping Phil 
               and Judy rehearse.  The attitude is slightly cool on Judy's 
               part, but it is lover's coolness.

                                     PHIL
                              (Fitting the action)
                         Good, Judy.
                              (During the dancing)
                         Now the same as the middle part.

               They make a nice couple, with his arm around her waist, 
               dancing as one.

               REVERSE ANGLE - BOB

               He enters the room, and watches.  He looks intently at Phil.  
               Phil and Judy dance closer to Bob. They see him. They continue 
               dancing, talking as they do.

                                     PHIL
                         Betty get off all right?

                                     BOB
                              (Slightly belligerent)
                         Certainly.

                                     JUDY
                         Betty left something for you.  She 
                         said to give it to you after she 
                         left.  It's on the piano.

               Bob hears, nods, but keeps staring at Phil.  Phil becomes 
               conscious of the staring.

                                     PHIL
                         What's the matter?

                                     BOB
                         I don't get it.

                                     PHIL
                         Don't get what?

                                     BOB
                         I just don't see it.  You' re skinny, 
                         you got a big nose, and you squint.

                                     PHIL
                         Who?  Me?

                                     BOB
                         Yes, you!  Nothing personal though.

                                     PHIL
                         No, of course not.

                                     BOB
                         I'm just trying to figure out what 
                         anyone sees in you.

                                     PHIL
                         Well, stop worrying about it.  When 
                         I ask you for a date just turn me 
                         down.  Come on, Judy.

               They dance away.  Bob crosses to the piano and picks up the 
               package Betty left for him.  He opens it up and it is a single 
               knitted sock, the one she knitted on previously.  He looks 
               through the box for its mate.

               There is none.  The CAMERA MOVES CLOSER to Bob, puzzled.

                                                               DISSOLVE TO:

               CLOSE SHOT - BLACKBOARD - (DAY)

               Painted at the top is the legend:

               WEATHER FORECAST

               At the moment a hand is completing, in chalk:

               "No Snow" After a moment, the hand returns and draws two 
               lines through the "S" so that it now reads, "No $now".  CAMERA 
               PULLS BACK to reveal we are on:

               EXT. PINE TREE POST OFFICE - FULL SHOT

               Bob comes out of the Post Office and mounts a bicycle.

               He cycles down the street, whistling A MAN CHASES A GIRL.

                                                               DISSOLVE TO:

               SECTION OF VILLAGE - HORSESHOE PITCHING GROUNDS - MED. SHOT - 
               (DAY)

               There is a group of elderly men, among them the hotel owners, 
               pitching horseshoes. Waverly is sitting on a bench, ruefully 
               looking at the sign.

                                     FIRST HOTEL OWNER
                              (Starting a new game)
                         How about it, Waverly, want to play?

                                     WAVERLY
                              (Looking at him a 
                              moment)
                         I'm too young for that sort of thing.

               First Owner laughs goodnaturedly and continues playing.

               Bob rides into the scene and dismounts.

               MED. SHOT - BOB AND WAVERLY

               Bob sits into the shot.

                                     WAVERLY
                         Kind of warm for that kind of 
                         exercise, isn't it?

                                     BOB
                              (Trying to help)
                         It isn't very warm.
                              (He looks to the sky)
                         I think the weatherman's wrong about 
                         his forecast.  Those look like snow 
                         clouds to me.

                                     WAVERLY
                              (Without looking up)
                         They're cumulus clouds, at an 
                         elevation of seven thousand feet.

                                     BOB
                         Yes, sir.
                              (Still trying)
                         Still, weather's a funny thing.
                         It could snow - overnight.

                                     WAVERLY
                              (He thinks a moment)
                         I'll tell you something I haven't 
                         told my family.  I'm going back in 
                         the Army.

                                     BOB
                         Really, sir? That's great news!

                                     WAVERLY
                         Yes.  I miss the Army.

                                     BOB
                         Where are you going to be sent, sir?

                                     WAVERLY
                         Well, I'm not sure yet.  I've always 
                         been a combat officer, but I got an 
                         idea they're going to try and palm 
                         off one of the training commands on 
                         me.  They'd better not.  They just 
                         better not.
                              (He's worked up now)
                         I'm not ready for pitching horseshoes 
                         yet.
                              (He smiles)
                         Now nothing to the women folk about 
                         this!

                                     BOB
                         No, sir.

                                     WAVERLY
                         Let's mosey over to the post office, 
                         I'm expecting a letter any day.

                                     BOB
                              (Remembering)
                         Oh, I beg your pardon, sir.
                              (He pulls the letter 
                              out of his pocket)
                         That's what I came over to give you, 
                         it slipped my mind.

               The General takes the letter, he looks at it front and back.

                                     WAVERLY
                              (Solemn)
                         This is the one.
                              (He opens it,  He 
                              squints.  He looks 
                              to Bob)
                         My glasses are in my room.  I'd like 
                         to read it by myself, but I'm a little 
                         anxious.
                              (He smiles at his own 
                              predicament)
                         Read it, son.  Slowly.

                                     BOB
                              (Reading)
                         Dear Tom: Why, you dirty, old -
                              (He stops)

                                     WAVERLY
                              (Pleased)
                         Skip that word.

                                     BOB
                         Yes, sir.
                              (Continuing)
                         It certainly was a surprise hearing 
                         from you.  Your amusing letter was 
                         appreciated more than you imagine.  
                         Of course you've got plenty of time 
                         to be amusing, sitting on that porch, 
                         rocking away, while we put in a full 
                         day's work.  You always were a lucky 
                         stiff, and I envy you.  A few years 
                         more, I was saying to Emmy the other 
                         evening, and I'm going to be able to 
                         take it easy like old Tom.

                                     WAVERLY
                              (Just repeats)
                         Old Tom.

                                     BOB
                         Oh, well, some people have all the 
                         luck.  Everyone in the family is 
                         fine here.  Carol had the mumps, 
                         which is no joke at eleven years of 
                         age -

                                     WAVERLY
                         The rest of the letter is about the 
                         family.
                              (Bob looks at him, 
                              and then glances at 
                              the rest to see if 
                              it is so)
                         He's telling me they have nothing 
                         for me, we're not fooling each other.
                              (He holds has hand 
                              out)
                         Thank you.
                              (Bob gives him his 
                              letter.  There is a 
                              pause.  An attempt 
                              at being light)
                         Say, it couldn't be hard to learn to 
                         pitch horseshoes.  Now could it?

                                     BOB
                              (Trapped, unhappy for 
                              him)
                         No sir.
                              (His nerve up)
                         Begging your pardon, sir, there's a 
                         lot to be said for leisure.  You're 
                         not used to it, you've always been 
                         active, but in time -

               He stops, seeing Waverly's expression.  Waverly winks at 
               him.

                                     WAVERLY
                              (Quietly)
                         Never kid a kidder.  Go on back to 
                         the hotel.

                                     BOB
                         Yes sir.

               Waverly gets up to join the horseshoe players after all.  
               Bob watches this reflectively as we

                                                                   FADE OUT

               FADE IN:

               MED. SHOT - (DAY) - INT. HOTEL ROOM - BOB AND PHIL

               Bob is packing his valise, Phil helping him.

                                     PHIL
                         Judy thinks my eyes are soulful.  Do 
                         you think my eyes are soulful?

                                     BOB
                         One of them is.

                                     PHIL
                         You have no poetry in you.  It's 
                         about time you went in for girls, 
                         too.  After all, you haven't many 
                         years left for that sort of thing.

               Bob, his back turned to Phil, comes across the sock Betty 
               knitted for him; he hastily shoves it into the bottom of has 
               bag.

                                     BOB
                              (Over above)
                         I'm the quiet type.  Little do you 
                         know what's aged me.

                                     PHIL
                         Wheels within wheels, eh?  Well, 
                         live it up, Pops.  Eat, drink and be 
                         merry -- is that why you're leaving 
                         for New York?

                                     BOB
                         I told you what I'm seein' Ed Harrison 
                         about.  That's all.

                                     PHIL
                         Business, business.  Glad to be rid 
                         of you.  You're not in the girly 
                         mood.

                                     BOB
                              (Easily annoyed at 
                              the moment)
                         What do you know about girls?  You 
                         wouldn't know what to do with a girl 
                         if she fell on you!

                                     PHIL
                         Well, I'd know enough not to get up.

               There is a KNOCK at the door and Martha sticks her head in.

                                     MARTHA
                         Mr. Wallace -- gonna miss your train!

                                     PHIL
                              (To Bob)
                         For her I'd get up.

               As Bob slams his suitcase shut,

                                                               DISSOLVE TO:

               114A.

               EXT. CAROUSEL CLUB - MED. CLOSE - (DAY)

               A poster outside advertises the appearance of Betty Stewart.  
               MUSIC is heard emanating from the club.

                                                       DISSOLVE THROUGH TO:

               INT. CAROUSEL CLUB - MED. SHOT - (DAY)

               A rehearsal is in progress in the deserted club.  The chairs 
               are up on the tables, musicians in their shirt sleeves, as 
               Betty SINGS a chorus of LOVE, YOU DIDN'T DO RIGHT BY ME.  As 
               she finishes, the orchestra LEADER turns to her.

                                     LEADER
                         Betty - You really live that number.

                                     BETTY
                         The story of my life.

                                     LEADER
                         Shall we try it over again?

                                     BETTY
                              (Meaningly)
                         I wish I could.

                                                               DISSOLVE TO:

               INT. CAROUSEL CLUB - MED. SHOT - (NIGHT)

               It is alive with customers; couples are dancing on the floor, 
               as a number ends.  Bob enters, and is conducted to a ringside 
               table by a maitre d'.

                                     BOB
                         I'm expecting Ed Harrison.

                                     MAITRE D'
                         Very well, Mr. Wallace.

               116A.

               STAGE - MED. CLOSE

               Betty is standing at the microphone ready to sing.

               She sees Bob.  The Leader raises his baton.

                                     BETTY
                              (Stopping him, sotto)
                         Let's not do the new number.

                                     LEADER
                         What?

                                     BETTY
                         Play "Blue Skies" -- anything.

                                     LEADER
                         Relax.  Just do it the way you sang 
                         it this afternoon -- you'll be great.

               He gives the downbeat, and Betty has no choice but to sing 
               LOVE, YOU DIDN'T DO RIGHT BY ME.  She is assisted in the 
               second chorus by a vocal group.

               CLUB - MED. SHOT

               as Bob watches her.  When she finishes the number, Betty 
               steps down from the platform and joins Bob.

                                     BETTY
                              (As Bob holds the 
                              chair)
                         Well, surprise.  What brought you to 
                         the big city?  And don't say 'a 
                         train.'
                              (Forced gaiety, hiding 
                              her tension)

                                     BOB
                         I never heard you sing that well.  
                         That's a good number for you.

                                     BETTY
                              (Her own significance)
                         Some numbers suit you better than 
                         others.  What are you doing here?

                                     BOB
                         Business, business.  Meeting a fellow 
                         here.

                                     BETTY
                         Judy all right?

                                     BOB
                         She's fine.  Couldn't be better.
                              (Carefully)
                         Playing footsie with Phil.

                                     BETTY
                         That's nice.

                                     BOB
                         I think they like each other.

                                     BETTY
                         I do, too.

                                     BOB
                              (Eyeing her)
                         They're kind of suited, in a lot of 
                         ways.

                                     BETTY
                         Some people are.

                                     BOB
                         Thanks for the knitted sock.

                                     BETTY
                         Don't mention it.

                                     BOB
                         I thought it was for Phil.

                                     BETTY
                              (Evenly)
                         If the sock fits, wear it.

                                     BOB
                              (Unsure of her meaning)
                         It started out for Phil.

                                     BETTY
                         It just started out as a sock.

               Every line of the sock exchange should have the meaning of 
               the love implications.

                                     BOB
                         You're a very odd girl.

                                     BETTY
                         You're a very odd fellow.

               Bob is close to declaring himself, if he was only sure of 
               his ground.

                                     BOB
                         Two feet, one sock.  I must be.

                                     BETTY
                         I'll get around to the other one, 
                         eventually.

                                     BOB
                         You mean to do any knitting in the 
                         near future?

                                     BETTY
                         The feeling comes and goes.

                                     BOB
                         Think if the model hung around for a 
                         while... the feeling might be more 
                         permanent?

                                     BETTY
                         Maybe.

               Bob leans over and takes her hand.

                                     BOB
                         What's this maybe, shmaybe, comes 
                         and goes?  Friends tell me I don't 
                         have many years left for this sort 
                         of thing...  I ought to know right 
                         now if --

               He is interrupted by ED HARRISON, who has been brought to 
               the table by the maitre d'.

                                     ED
                         Bob!  How are you?

                                     BOB
                         Hiya, Ed.

                                     ED
                              (He knows Betty)
                         Betty.

               She nods, as Ed sits down.

                                     ED
                              (To Bob)
                         Now what's this big deal you wanted 
                         to discuss?  I shouldn't even talk 
                         to you after canceling out on my 
                         show.

                                     BOB
                              (Carefully)
                         Ed, I saw the old man.

                                     ED
                         Waverly?  Where, in the Pentagon?

                                     BOB
                         Pentagon, nothing.  He owns a little 
                         hotel in a winter resort in Vermont.

                                     ED
                         Our old man?

                                     BOB
                         Nobody even knows who he is.

                                     BETTY
                         He's too proud to let them know he's 
                         General Waverly.

               Ed looks at her, surprised.

                                     ED
                              (To Bob, indicating 
                              Betty)
                         Was she in our outfit, too?

                                     BOB
                         Vermont branch.

                                     ED
                         What are we going to do about it?  
                         You got a flash?

                                     BOB
                         A glimmer.

                                     ED
                         Got to stir it around a little?

                                     BOB
                         All stirred.  Remember how Old 
                         Flintbottom always used to find a 
                         way to keep our morale up... without 
                         telling us?  It's about time we 
                         returned the favor.  Let's surprise 
                         him with a real big bang-up reunion.

                                     ED
                         Now you're talking!  How do we spread 
                         the word?

               Bob takes a piece of paper out of his inside pocket and hands 
               it to Ed.

                                     BOB
                         You're gonna read this little speech 
                         on your television show.  People 
                         look at it, don't they?

                                     ED
                              (Scanning the paper)
                         Now's as good a time as any to find 
                         out.

               As he continues to read the piece of paper, we

                                                               DISSOLVE TO:

               MED. CLOSE SHOT -  INT. COLUMBIA INN LOBBY - PHIL IN PHONE 
               BOOTH - (NIGHT)

               Phil is excited.

                                     PHIL
                         Bob, just leave it to me!  He won't 
                         get near a set if I have to break a 
                         leg... Goodbye, Bob!

               He opens the door of the booth and hurries across the lobby 
               toward Susan, who is at the desk, and BANGS on the bell, 
               which is on the counter.  Martha comes running from the 
               kitchen.

                                     PHIL
                              (Excitedly)
                         Now everybody pay close attention.

                                                               DISSOLVE TO:

               MED. CLOSE SHOT - INT. TELEVISION STATION - (NIGHT)

               Ed is about to go on the air.  Bob is opposite him, out of 
               camera range,  The technical crew are watching the hand of 
               the dial approaching 60.

                                     ED
                         I hope Phil has been able to keep 
                         the old man away from a television 
                         set.

                                     BOB
                         He has.  In anything involving 
                         something crooked he's dependable.

               MED. CLOSE SHOT - INT. LOBBY COLUMBIA INN

               Seated around the television set are Waverly, Martha and 
               Susan.  Martha and Susan look at their watches and each other, 
               nervously.  Waverly also looks at his watch.

                                     WAVERLY
                         Ed Harrison will be on in a half 
                         minute.  I like him.  I never miss 
                         him.

               The women are becoming very nervous.  Suddenly we HEAR off 
               scene the most tremendous clatter dorm the stairway and Phil's 
               shouting.

                                     PHIL
                         Ow!  Ow!  Ow!

                                     WAVERLY
                              (Jumping up)
                         What's that?

               He runs toward the stairs.  Martha and Susan breathe a sigh 
               of relief and follow Waverly.

               MED. CLOSE SHOT - STAIRS

               Waverly runs to the tangled Phil.

                                     PHIL
                         My leg is broken!  Ow, ow!

                                     WAVERLY
                         Take it easy, boy.
                              (He starts feeling 
                              his leg)

                                     PHIL
                         Ow! Ow! It's broken!

                                     WAVERLY
                         No it isn't!  You may have a bad 
                         sprain, but no bones are busted!

                                     PHIL
                         It's broken, sir.  I can feel it.

                                     WAVERLY
                         Let me help you.

               MED. CLOSE SHOT - INT. TELEVISION STATION

               The technician indicates for Ed Harrison to start as the 
               second hand hits straight up.

                                     ED
                         I would like to address all former 
                         officers, enlisted men, Wacs and 
                         nurses who were under the command of 
                         General Tom Waverly --

               MED. SHOT - INT. COLUMBIA INN OUTSIDE WAVERLY'S OFFICE

               Waverly and Martha are helping Phil through the door.

                                     PHIL
                         Ow!  Ow! It's broken in two or three 
                         places!

                                     WAVERLY
                         That's just the impression you have!  
                         I tell you it's only shock!

               THE CAMERA FOLLOWS THEM into the office as they lay him out 
               on the couch.

                                     WAVERLY
                              (Laying him out)
                         Take it easy, boy!

                                     PHIL
                         Don't leave me!  Everything is going 
                         round and round!

                                     WAVERLY
                         Nobody's leaving you!  Martha, get 
                         me a cold towel!

               MED. CLOSE SHOT - INT. TELEVISION STATION

                                     ED
                         The objective is Pine Tree, Vermont --- 
                         Synchronize watches for Operation 
                         Waverly...

               MED. SHOT - INT. OFFICE

               Phil has his eyes closed.

                                     WAVERLY
                         Things still going around?

                                     PHIL
                         Now they're going sideways!

               Waverly takes the wet towel from Martha.

                                     PHIL
                         Now they're going in and out!

               Waverly slaps the towel on his face.

                                     WAVERLY
                         This'll bring him out of it.

                                     PHIL
                              (Sitting up)
                         Where am I?

                                     WAVERLY
                         He's all right.

               Judy bursts into the room.

                                     JUDY
                         Phil, what's happened to you?

               Phil assumes a pain-stricken face again and Judy throws her 
               arms around him.  Phil smiles over her shoulder at Waverly.

                                                               DISSOLVE TO:

               FULL SHOT - NIGHT - COUNTRY ROAD

               Silhouette of busses, Station in background, if desirable.

               MED. FULL SHOT - FORK IN ROAD

               Two men, with M.P. armbands, slow up the busses.  One is 
               revealed to be Phil.

                                     FIRST M.P.
                         All quiet, folks!  Entering the town!

                                     PHIL
                         The Old Man's asleep!  Let's keep 
                         him that way!

               The busses move on.

                                                               DISSOLVE TO:

               MED. SHOT - NIGHT - INT. LOBBY

               Bob and Betty tiptoe through the entrance to the inn.  In 
               the semidarkness of the lobby we hear a "sst - ", and Susan 
               and Martha are revealed having been waiting for them.

                                     MARTHA
                         We've been waiting for you.

                                     BOB
                         How is everything going?

                                     SUSAN
                         Just fine.

                                     BETTY
                         They are bedded down in all the 
                         hotels.

               Martha blows her nose.

                                     MARTHA
                         His old outfit... If I wasn't such a 
                         mean old biddy, I'd probably break 
                         right down and cry.
                              (She cries)

                                     BOB
                         There's nothing to cry about, is 
                         there?

               He looks to Susan and she begins to bawl.

                                     SUSAN
                              (Through the crying)
                         Thank you so much.

               Bob looks to Betty for support.

                                     BOB
                         Can't you do something?

                                     BETTY
                         They're just affected by the gesture.

               She can't hold it back either, and now the three women are 
               crying.

                                     BOB
                         That's fine.

                                     BETTY
                              (Through her tears)
                         Where are Judy and Phil?

                                     BOB
                         Probably in their rooms, crying.

               They start out.

                                                               DISSOLVE TO:

               MED. SHOT - EXT. BUNGALOW - NIGHT

               As Bob and Betty turn around the corner, they see Phil and 
               Judy, locked in an embrace.  Bob has been in front, but he 
               steps back quickly, not wanting to embarrass the lovers.

                                     BETTY
                         Who is it?  General Waverly?

                                     BOB
                         The lovers.

                                     BETTY
                              (To Bob)
                         We can't just stand here.  We have 
                         to get some sleep.

               She walks into sight, Bob following.  Phil and Judy break, 
               embarrassed.

                                     JUDY
                         We were rehearsing for the show 
                         tomorrow night.

                                     BETTY
                         Is it going to be that kind of a 
                         show?  We'll be raided!

                                     JUDY
                         What are you doing here?  What 
                         happened at The Carousel?

                                     BETTY
                         I'm helping out here tomorrow.

                                     PHIL
                         Hi, Bob. Everything's under control.
                              (Fluster)
                         I mean with the show. We've got a 
                         lot of new material.  You both are 
                         going to have to do a lot of 
                         rehearsing.
                              (Flustered again)
                         I mean the other kind of rehearsing - 
                         I mean - rehearsing  Well, good night, 
                         Judy.

               And he holds his hand out, and they shake hands, still 
               flustered.

                                     JUDY
                         Good night, Phil.  Good night, Bob.

                                     BETTY
                              (To both)
                         Good night.

               Flustered, the boys open the door to the girls' bungalow, 
               thinking it is their own.

                                     PHIL
                         Let's get out of here before the 
                         gossip starts.

               They all laugh.  The girls enter their bungalow and put on 
               the light.  The boys head toward their bungalow.  Phil enters 
               in a gay mood.  Bob stops at the door, turns around and looks 
               toward the window of the girls' bungalow.

                                                               DISSOLVE TO:

               MED. SHOT - INT. GIRLS' BUNGALOW - NIGHT

               Judy is getting into bed.  Betty, in her dressing gown, is 
               looking out of the window toward the boys' bungalow.

                                     BETTY
                         Bob is still pacing up and down on 
                         the porch... I think I'll go out and 
                         see what's bothering him.

                                     JUDY
                         That's how I started in Canton, Ohio.

                                     BETTY
                         This is Vermont.  Nothing can happen 
                         here.

                                     JUDY
                         Keep your guard up... That ain't 
                         Coolidge out on that porch.

               Betty throws her a look, and exits.

               EXT. BOYS' BUNGALOW - MED SHOT

               Bob stands on the porch, in robe and slippers, thoughtfully 
               puffing at his pipe. Betty comes into scene.

                                     BETTY
                         What are you doing?  Sleep walking?

                                     BOB
                              (Turning)
                         Couldn't sleep.

               Betty comes up on the porch.

                                     BETTY
                         Whatever you've got on your mind 
                         isn't worth staying awake for.

                                     BOB
                         Where have I heard that?

                                     BETTY
                         Tell you how I handle a situation 
                         like this, Doctor.

               She starts to sing, COUNT YOUR BLESSINGS.  At the conclusion, 
               she walks away, leaving him standing there.

                                                                   FADE OUT

               FADE IN:

               CLOSE SHOT - ARCHED SIGN IN FRONT OF INN - (NIGHT)

               This sign announces the show opening.  People are streaming 
               into the inn.

               MED. SHOT - INT. WAVERLY'S QUARTERS

               The General is in his dressing gown, furious. Martha and 
               Susan are playing a part.

                                     WAVERLY
                         How could you send all my suits to 
                         the cleaners?

                                     MARTHA
                         You've only got two.

                                     SUSAN
                         Why can't you wear your uniform?

                                     WAVERLY
                         I won't appear in uniform!

                                     SUSAN
                         Please, Gramp.

                                     WAVERLY
                         Absolutely not!

                                     MARTHA
                         Very well.  I'll explain to Bob and 
                         Phil that you didn't care to come to 
                         the show tonight.

                                     WAVERLY
                         I'll have you court-martialed!

                                     MARTHA
                         You don't mind being ungrateful, you 
                         just don't like being told you are!

                                     SUSAN
                              (Follows it up)
                         If you think you don't owe them 
                         anything, you're not obliged to go.

                                     MARTHA
                         They haven't done much for you.  
                         Hardly anything.  You do what you 
                         think is right!

                                     WAVERLY
                              (Angrily)
                         Martha, I'll make my own decisions!  
                         I got along very well in the army 
                         without you!

                                     MARTHA
                         It took 15,000 men to take my place!

               She stalks out.

                                                               DISSOLVE TO:

               FULL SHOT - INN FLOOR - (NIGHT)

               It is slowly filling up.  One of the guiding officials turns 
               out to be the Sheriff we have previously seen.

                                     PETE
                              (Seating a party)
                         Right this way.

               MED. SHOT - INT. MAKESHIFT DRESSING ROOM - BOB AND PHIL

               They are getting into their old uniforms, which are slightly 
               misfit.

                                     BOB
                              (At the trousers)
                         This thing's shrunk.

                                     PHIL
                              (Looking at the bulge)
                         Pants always shrink in closets.

                                     BOB
                         I can't breathe in this.  What am I 
                         going to do?

                                     PHIL
                         I know what I'm going to do.
                              (Showing him)
                         I'm going to take one big deep breath, 
                         and that's going to be it for the 
                         next three hours.

               Bob takes a deep breath and gets the top button buttoned.

               MED. SHOT - LOBBY STAIRWAY - (NIGHT)

               General Waverly comes down the stairs, cutting quite a figure 
               in his uniform and decorations.  Martha and Susan, waiting 
               for him at the bottom, look him over, admiringly.

                                     WAVERLY
                              (Gruffly)
                         Well, I couldn't come down in my 
                         bathrobe.

               FULL SHOT - INN FLOOR

               The spotlight prepared, pinpoints the General as he enters 
               the room, and the music starts.  The audience rises and 
               applauds.  He can't believe it.  He reaches his table, 
               decorated with flowers, and recognizes he is the guest of 
               honor.  From the lobby we hear the outfit SINGING the opening 
               strains of THE OLD MAN.

               All eyes turn to the lobby entrance, through which the old 
               outfit marches, and continues to the stage, and then back to 
               their respective tables as the song finishes.

               MED. SHOT - WAVERLY

               He is profoundly moved and walks to the stage.  The audience 
               is seated.  Waverly looks at the assembled crowd with great 
               affection.  The people begin to shout, "Speech!  Speech!"  
               Martha and Susan sit.

               The crowd quiets, waiting for the speech.

                                     WAVERLY
                              (He must have had a 
                              blood transfusion 
                              from a sergeant at 
                              some time)
                         I am not satisfied with the conduct 
                         of this division!  Some of you men 
                         are under the impression that having 
                         been at Anzio entitles you not to
                         wear neckties!  You are wrong!  
                         Neckties will be worn in this area!  
                         I have also noticed a deterioration 
                         in the quality of saluting!  This is 
                         to be improved!  I have also had 
                         complaints from the commanding officer 
                         of the rest area in Naples!  He 
                         informs me that the non-fraternization 
                         rule is constantly being broken by 
                         men of this division!  In fact, this 
                         division is outstanding in its 
                         violations of non-fraternization!  
                         You all know the rules!  The non-
                         fraternization ban expressly declares 
                         you are not to talk to women!
                              (A slightly different 
                              tone)
                         Don't talk to them!  That is all!

               They howl and cheer.  He makes has way toward his own table, 
               greeting old friends on the way.

               MED. CLOSE SHOT - BOB AND PHIL

               As they step to the front of the stage.

                                     BOB
                              (To the audience)
                         Doesn't that bring back memories?  
                         Remember those terrible, trying days 
                         in Italy... when we had to beat the 
                         women off with chocolate bars?

                                     PHIL
                         And wasn't it awful the way they 
                         kept bothering us for American 
                         cigarettes?  Why, I must have taught 
                         fifty girls how to smoke...

                                     BOB
                         For a month's pay all we got was 950 
                         million lira...

                                     PHIL
                         Nine hundred and fifty two...

                                     BOB
                         I was forced to hire a caddy for my 
                         loose change.

                                     PHIL
                         Fore...!

                                     BOB
                         I'm glad I'm well out of it.

               Phil looks at him.

                                     PHIL
                         Who are we kidding?

               This is the cue for the orchestra to start the production 
               number, I WISH I WAS BACK IN THE ARMY.  At end of number -

               AUDIENCE - FULL SHOT

               As they applaud and cheer.  The old outfit is happy.

               In the exultation, General Waverly places two fingers to his 
               lips and blows a whistle of sheer pleasure and approval.  We 
               underscore with MUSIC indicating another number is taking 
               place on stage, although we do not see it.

               SECTION OF AUDIENCE - MED. CLOSE

               Ed Harrison crosses to General Waverly and whispers to him.

                                     ED HARRISON
                         Long distance call for you, sir.

               Waverly looks surprised, but rises and starts out.

               Bob, visible in b.g., has been watching.  He and Harrison 
               exchange knowing glances.

               AT HOTEL DESK - MED. SHOT

               The lobby is empty;  in b.g. are the doors to the dining 
               room, where the show is in progress.  The telephone lies on 
               the counter.  Waverly enters and crosses to it.  He is a 
               little annoyed at being forced to leave the entertainment.

                                     WAVERLY
                              (Into phone, gruffly)
                         Hurry up, hurry up, I'm busy.
                         Yes, this is General Waverly.

               He suddenly snaps to attention, the old soldier.

                                     WAVERLY
                              (Quietly)
                         And a Merry Christmas to you, Mr. 
                         President... Yes, practically the 
                         whole outfit is here.  A little 
                         paunchy, but they're here.  It 
                         certainly was a surprise -- more 
                         like a frameup.  As usual, my 
                         Intelligence was not functioning 
                         efficiently... Yes?
                              (Long pause)
                         That's very nice of you, Mr. 
                         President... any time you want me, 
                         just say the word... but may I add 
                         this?  It isn't always necessary to 
                         take a job... sometimes it's enough 
                         just to know it's there.

               Through the window behind the General we have seen it begin 
               to SNOW.  The General notices it for the first time, and his 
               face brightens.

                                     WAVERLY
                         If you ever take it into your mind 
                         to grab a little rest from all that 
                         work I wish you'd drop in on us here -- 
                         I can't promise you any golf but --
                              (As he looks at the 
                              falling snow)
                         -- we can certainly give you plenty 
                         of snow, Mr, President... Yes, Mr.  
                         President... What?
                              (Smiles)
                         Thanks, Ike.

               He hangs up the phone, and proudly, head erect, he walks 
               through the lobby, smiling, eyes wet.  He lifts the bell on 
               the desk with a loud bang.  Martha hurries in, startled.

                                     MARTHA
                         You frightened me to death!  That 
                         bell hasn't been used for three 
                         months!

                                     GENERAL
                         Get this area policed up.  No telling 
                         who might be dropping in.

               Martha salutes.

                                     MARTHA
                         Yes, sir!

               She and the General gaze at the snow falling beyond the lobby 
               door which is blown open by the wind.

               Underneath all this we have been hearing the introductory 
               music to WHITE CHRISTMAS, which is the number now in progress 
               on the stage.  Waverly now turns and walks into the dining 
               room.

               INT. DINING ROOM - MOVING CAMERA

               CAMERA FOLLOWS Waverly on his entrance.  As he passes Susan, 
               we see she is reacting to something on the stage.

               CAMERA PASSES Waverly and moves to:

               STAGE - FULL SHOT - MOVING CAMERA

               Center stage, there is a large cutout of a decorated Christmas 
               tree.  Also, there is considerable Christmas holly, mistletoe, 
               etc.  Bob and Betty are seen singing.  Throughout action of 
               this number Phil and Judy dance.  In addition there is staged 
               movement by the ensemble.  Bob and Betty are on each side of 
               the cutout Christmas tree, but it is obvious that Betty is 
               preoccupied with some stage business which she is manipulating 
               with one hand behind the cutout tree.

               CAMERA FOLLOWS Bob and Betty as their movement takes them 
               behind the tree.  It is now that we see very clearly that 
               the rear wall of the stage (two immense barn doors) has 
               opened; in b.g. we see the Vermont countryside being covered 
               by the falling snow.  Also, we see pine trees in the snow 
               that are decorated.

               Betty steers Bob to a point directly beneath a sprig of 
               mistletoe from which is also hanging the mate to the sock 
               she gave him in scene 110.  Bob looks up, sees the mistletoe 
               and the sock, and smiles at Betty.

               She lifts one of his trouser legs and we see that he is 
               wearing the other sock.  They laugh and embrace.

               REVERSE SHOT - FROM DINING ROOM

               The cutout tree onstage rises to the flies and now the real 
               trees and falling snow in b.g. are completely visible.  One 
               by one, the trees are lighted.

               AUDIENCE - MED. CLOSE

               Martha and Susan are standing happily beside the General, 
               each holding one of his arms.

               EXT. VERMONT TOWN - EXTREME HIGH SHOT - (MINIATURE)

               A church bell is framed in the foreground, and, far in the 
               distance, we see the town and the Inn and the snow as we

                                                                   FADE OUT

                                         THE END



White Christmas



Writers :   Norman Krasna  Melvin Frank  Norman Panama
Genres :   Comedy  Musical  Romance


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