red carpet 1st draftRED CARPET by Tim Finkbeiner timf248@yahoo.com
               OPENING CREDITS

               Credits role over a small girl, Samantha Ashley, growing up
               on screen in a privileged environment: crying on a pony ride,
               big parties, television appearances with her famous actress
               mother.

               Home movies - A pretty young girl growing up - A lavish
               birthday - Disneyland - Hawaii - Joining her mother on the
               set of a movie - Getting a Mercedes on her 16th birthday.

               INT. A HUGE BATHROOM - AFTERNOON

               Present day - A beautiful, grown-up Samantha, 23, is now
               getting ready for a formal outing. Sam is in a huge,
               luxurious bathroom, people are rushing around her. A man does
               her makeup. A woman, her assistant LINDA, walks in with a
               beautiful dress. The others are milling about.

                                   LINDA
                         Samantha, you decided on the Gucci,
                         right?

               Samantha looks to see the dress. The makeup man is perturbed. 

                                   MAKEUP MAN
                         If you keep turning your head,
                         you're going to look like a Michael
                         Jackson on the most important day
                         of the year.

               A handsome young man walks into the bathroom. He is Jonny
               Hartland, her sometime sex partner/movie premier escort. He's
               a model, sometime actor who looks good, but lacking a little
               in the brains department. 

                                   JONNY
                         Is there any water?

                                   SAMANTHA
                             (very snotty)
                         There is a thing in the kitchen.
                         It's called a faucet. You turn the
                         handle and water comes out. A
                         simple process.

               She thinks "Is he really this big an idiot?"

                                   JONNY
                         I can't drink that kind of water. I
                         need bottled water. What about
                         beer?

                                   SAMANTHA
                         I have no idea. Check the
                         refrigerator. 

               Jonny walks out. The makeup man's eyes follow.

                                   MAKEUP MAN
                         He's not the brightest one, dear.
                         But he sure looks good.

               Linda is still standing there holding the dress.

                                   LINDA
                         Sam…

                                   SAMANTHA
                         I'm sorry, Lin. Yes, the Gucci.

                                   LINDA
                         Like a glass of wine to relax?

                                   SAMANTHA
                         I would love a Grey Goose
                         Cosmopolitan.

                                   LINDA
                         I'll make one for you.

               Linda waits for a response, maybe a thank you, but Samantha
               just checks her nails.

               EXT. AWARD SHOW - EVENING

               Samantha arrives via limousine to the Academy Awards. The red
               carpet, the paparazzi, the television hosts vying for the
               stars attention. The biggest night in Hollywood.  Stars
               dressed to kill, walk up the red carpet.  

               Pushy photographs vie for position, entertainment television
               hosts grab celebs for impromptu interviews.  

               Samantha is lead from her limousine, Jonny at her side. She
               is as used to the attention as any woman her age could be,
               having grown up in the middle of it. A TV hostess beckons.

                                   TV HOSTESS
                         Samantha....Samantha...

               Samantha responds and makes her way to the hostess.

                                   TV HOSTESS
                         Samantha, you look lovely, who are
                         you wearing?

                                   SAMANTHA
                         I'm wearing a Gucci dress and of
                         course Diamonds by Henry.

                                   TV HOSTESS
                         You look simply marvelous. Who's
                         your date?

               Jonny smiles and waves to the camera.

                                   SAMANTHA
                         This is Jonny Hartland.

               Samantha's hoping he doesn't say much. But he has to say
               something to promote himself.

                                   JONNY
                         Last seen in The Best Revenge..

               He flashes a huge, perfect, practiced smile

                                   TV HOSTESS
                         Samantha, you are up for Best
                         Actress for your wonderful role in
                         Lakeside Park and Jill Sanders is
                         up for the film Who am I?

               Samantha smiles politely at the name of her rival.

                                   TV HOSTESS
                         I hear from my sources that you are
                         both up for the role of Dana, from
                         the runaway best seller, Heights of
                         Despair. Since you share an agent,
                         I'll bet things around that office
                         are a little tense.

                                   SAMANTHA
                         Of course not. Jill and I are the
                         best of friends I'll be happy for
                         whoever gets the role.

               A huge, but expected lie.

               EXT. AWARD SHOW - EVENING

               Samantha's chief competitor, JILL SANDERS arrives with her
               date, an aging male star, ROLF, known for his sexual appetite
               as well as his six marriages.

               Jill makes her way up the red carpet, waving smiling sweetly
               to the adoring crowd.

               The camera moves in on Jill.

                                   JILL
                         (smiling sweetly, lips not moving)
                         I hate these damn things. They're
                         all goddamn parasites.

                                   ROLF
                         A necessary evil. They also pay for
                         our houses and vacations.

                                   JILL
                         I don't care, I hate them all.

               Samantha walks away from the TV Hostess as Jill arrives. They
               lock eyes for a brief moment. It's clear that they don't like
               each other. Briefly, Jonny and Jill eyes also lock.

               Shouts from the crowd. Jill, Jill…

               Jill walks over to the TV Hostess.

                                   TV HOSTESS
                         Jill Sanders, how are you dear?

               Jill smiles sweetly, ever the actress.

                                   JILL
                         I'm great, and you look better
                         every year. Who are you wearing
                         this year?

               The TV Hostess is charmed by this turn.

                                   TV HOSTESS
                         Why, it's an old thing by Dior.

                                   JILL
                         Well, it's lovely.

                                   TV HOSTESS
                         Thank you, but it's now my turn.
                         Who are you wearing darling?

                                   JILL
                         Chanel, and I love it.

                                   TV HOSTESS
                         You look beautiful. You are the
                         odds-on favorite to win your first
                         award here. How do you feel about
                         your chances?

                                   JILL
                         Oh, I don't know. Everyone was so
                         great, Robin, Julia, Kate..I'm just
                         honored to be mentioned in the same
                         sentence.

               Samantha is obviously omitted from her accolades.

                                   TV HOSTESS
                         Well thank you dear and good luck.

                                   JILL
                         Thank you.

               INT. CROWDED AUDITORIUM - LATER

               The crowded auditorium is filled with Hollywood royalty. Two
               presenters are standing at the podium. They open an envelope.

                                   PRESENTERS
                         And the award goes to.....Jill
                         Sanders for Who am I..

               The audience cheers and applauds politely. She may not have
               been their choice. The camera cuts to Samantha who is
               clapping but a little disappointed in losing. Jill takes her
               time walking to the podium where she is greeted by the two
               presenters and given the coveted award.

                                   JILL
                         I'm shocked...I don't even have a
                         speech prepared...
                             (dramatic pause)
                         First, I'm just honored to
                         nominated. Being in the same
                         category with Robin, Julia and 
                         Kate is such an honor. 

               She omits Samantha once again.

                                   JILL (CONT'D)
                         I want to thank my agent, Kyle
                         Bronson, Paramount for making this
                         wonderful picture, my director McG,
                         of course my mom and dad and of
                         course all my fans whom I love
                         dearly. Thank you all.

               She leaves the stage to applause.

               INT. AGENTS OFFICE - FEW DAYS LATER

               Inside uber-agent KYLE BRONSON's huge office sits Samantha.
               Kyle and Samantha sit on comfy chairs with director GORDON
               WINSTON sitting on a couch. They aren't talking, checking
               watches, obviously waiting on someone. Jill opens the door
               looking like she's been up all night, clutching a cigarette
               and Starbucks grande in one hand and her award in the other.
               She makes a show of putting it in the coffee table in front
               of Gordon then takes a seat next to him. Kyle rises from his
               chair.

                                   KYLE
                         I guess we all know why we are
                         here. Dana. The most coveted female
                         role since Scarlett O'Hara. We all
                         know the book and the character.
                         And I'm lucky enough to represent
                         the two ladies that are up for the
                         role.

                                   GORDON
                         The role of Dana's sister Melissa
                         is a smaller, supporting role, but
                         is a demanding role, that in some
                         ways will test the actress more
                         that the lead. 

                                   KYLE
                         We want to test you both in both
                         roles, then see who fits best in
                         which role. Does that sound good?

               Jill is visibly upset.

                                   JILL
                         See that award? Do you want to know
                         what its saying? It's telling me
                         that I don't have to audition.

               She blows smoke in Samantha's direction. Sam fakes a cough.

                                   SAMANTHA
                         It tells me that you got a great
                         script and slept with the director
                         to get the role.

               An evil glare from Jill.

                                   GORDON
                         Julia Roberts still auditions...

               Jill will hear none of this.

                                   JILL
                         I will not play a supporting role
                         to her. I don't care if she is
                         Hollywood royalty. I've earned
                         this. I've lived Dana. The closest
                         she's come to adversity and pain
                         was when she had to drive herself
                         to Rodeo Drive and broke a nail. 
                             (To Samantha)
                         And I never slept with him, even
                         though he begged.

                                   SAMANTHA
                         I have no problem auditioning for
                         the roles. 
                             (To Jill)
                         And I have had to overcome
                         adversity and pain, thank you very
                         much.

               Kyle tries to intervene. 

                                   KYLE
                         Jill, just a screen test.

                                   JILL
                         I've live the role, I don't need to
                         test. She needs to test. She's not
                         even a grown up. She's never had to
                         support herself. Her mother got her
                         into this business. She couldn't
                         live the role of Dana, she couldn't
                         even live the life of a regular
                         woman. 
                             (To Samantha)
                         Have you ever fixed yourself dinner
                         or done your own laundry?

               Not really. Not at all.

                                   SAMANTHA
                         I won't even bother to answer those
                         idiotic questions.

               She hasn't done those things. 

                                   JILL
                         Because the answer is no. You
                         haven't.
                         I grew up taking care of two
                         brothers while my mother worked to
                         put food on the table. I cooked, I
                         cleaned. Everything.

                                   SAMANTHA
                         To play a role doesn't require a
                         person to actually have lived that
                         role. That's why it's called
                         acting.

               It's quiet in the room. 

                                   GORDON
                         Jill, you say Samantha hasn't lived
                         the role so she doesn't deserve it.
                         What if she does live it? Will you
                         audition then?

               Jill laughs at the suggestion.

                                   JILL
                         If she lives it, she can have the
                         role.

                                   SAMANTHA
                         What would I have to do?

                                   GORDON
                         Live as a normal twenty-something
                         woman. That means no limousines, no
                         expensive dinners, no laundry
                         service. 

               Samantha is skeptical. So is Jill

                                   SAMANTHA
                         For how long?

                                   GORDON
                         For two months.

               Jill likes this idea.

                                   JILL
                         Four months. 

                                   SAMANTHA
                         Three months. 

               Kyle is concerned. Can she do it?

                                   JILL
                         I have a few conditions. Nobody can
                         know who she is. She has to get a
                         real job, her own apartment and
                         actually pay the rent. No credit
                         cards. And I want pay stubs. 

                                   SAMANTHA
                         I get a credit card for emergency
                         purposes, and five thousand dollars
                         to start out with.

                                   JILL
                         A credit card with a thousand
                         dollar limit and twenty-five
                         hundred cash.

                                   SAMANTHA
                         Fine.

                                   KYLE
                         (to Samantha)
                         Where are you going to go?

                                   JILL
                         Somewhere nobody knows her.

                                   SAMANTHA
                         Maybe San Diego. San Francisco.

                                   JILL
                         She needs to be further away,
                         someplace far away from L.A. and
                         she can't tell anyone who she is.
                         If anyone finds out who she is, I
                         get the role. If she doesn't make
                         it the full three months, I get the
                         role.

                                   GORDON
                         I'm fine with those conditions.
                         Kyle?

                                   KYLE
                         I don't know...

               Kyle is worried about losing one of his major stars.

                                   SAMANTHA
                         I can do it. It will be role
                         research. I have one condition
                         though. Jill can't know where I'm
                         going.
                         The tabloids will have someone
                         waiting for me if she knows where
                         I'm going.

                                   JILL
                         Fine. Like I'd need to do that to
                         get the role.

                                   KYLE
                         I guess we have a deal.

               A deal where nobody seems happy at all.

               INT. SAMANTHAS CLOSET

               Samantha is supervising the packing her suitcases by her
               assistant, LINDA. Samantha is wearing glasses and her hair is
               dyed it's natural brown. Without makeup she looks
               surprisingly unglamorous. Samantha is looking through her
               clothes.

                                   SAMANTHA
                         I love this silk shirt.

               She hands it to her Linda

                                   LINDA
                         This is hand wash only, are you
                         sure you want to take it?

               Samantha is annoyed at this question.

                                   SAMANTHA
                         I am capable of doing something as
                         simple as washing a shirt. 

                                   LINDA
                         I'm sorry, I didn't know if it
                         would get ruined.

                                   SAMANTHA
                         I'm sorry Linda, I'm just a little
                         stressed about this research.

               She hands Linda some pink pumps.

                                   LINDA
                         Do you think those will be
                         necessary in Nambia?

               INT. AGENTS OFFICE

               Samantha and Kyle are in his office. He hands her an
               envelope.

                                   KYLE
                         Here is twenty-five hundred dollars
                         and a credit card. Do you have your
                         birth certificate, drivers license
                         and social security card?

                                   SAMANTHA
                         Yes, all of them.

                                   KYLE
                         You're going to have to go the
                         Secretary of State and change your
                         license when you get there. 

               Samantha looks at the documents.

                                   SAMANTHA
                         Mary Samantha Ashley Donner. My
                         legal name.

                                   KYLE
                         With your brown hair and glasses,
                         nobody will know its Samantha
                         Ashley.

                                   SAMANTHA
                         What will you tell everyone about
                         where I am?

                                   KYLE
                         That you are relaxing abroad,
                         taking time to enjoy life. Have you
                         ever been to Michigan?

                                   SAMANTHA
                         Once, I think.

                                   KYLE
                         Well you're going there now. We
                         want you to have an Dana authentic
                         experience. You're going to Caro,
                         Michigan, a couple hours north of
                         Detroit. Population about 400. Lots
                         of farms, small businesses. 

               Samantha isn't pleased. She was hoping for a bigger city,
               somewhere more anonymous. 

                                   SAMANTHA
                         What will I do there?

                                   KYLE
                         What do normal twenty-something
                         women do for jobs?

                                   SAMANTHA
                         I can be a designer, or writer, you
                         know write commercials...

                                   KYLE
                         I don't think there will be many
                         positions like that there. You'll
                         probably have to waitress or be a
                         cashier or something.

               She's a little disappointed. She thought she'd have an
               interesting position doing something fun.

                                   SAMANTHA
                         I'll find something fun to do.

                                   KYLE
                         As a cover story, you are going on
                         a trip abroad for some role
                         research and self-discovery. I'm
                         the only one who knows where you
                         are.

               He hands her an envelope. 

                                   KYLE
                         Do you have any money or credit
                         cards besides these.

               She opens her wallet and takes out about 15 credit cards and
               hands them to Kyle.

                                   KYLE
                         Cell phone?

                                   SAMANTHA
                         I can't keep mine?

                                   KYLE
                         I got you one that only I have the
                         number for. 

               Samantha gives him her phone and takes the other.

                                   KYLE (CONT'D)
                         This way you won't be distracted by
                         all the calls while you're away.

                                   SAMANTHA
                         How will I know what's going on
                         here?

                                   KYLE
                         The news. If there's anything
                         important that I think you should
                         know about, I will call you.

                                   SAMANTHA
                         When do I leave?

                                   KYLE
                         In an hour. A flight to Detroit
                         then you drive for about two hours
                         to Caro. I made maps for you.

               Kyle hands her a folder.

                                   SAMANTHA
                         Will there be a limo waiting for me
                         there?

               INT. PLANE - DAY

               Samantha, who will now be known as Mary, sits in First class,
               enjoying her last taste of luxury for a while. She reaches
               for the last of her champagne and drains it. The flight
               attendant reaches for her glass, but Mary grabs it.  

                                   MARY
                         I'm not quite through, thank you.

               The flight attendant is taken aback by the way Mary snapped
               at her.

                                   FIGHT ATTENDANT
                         I'm sorry ma'am, we will be landing
                         soon.

               Mary realizes, she's not her Hollywood self anymore. She's a
               regular person now.

                                   MARY
                         I'm sorry, I didn't realize that we
                         were landing this soon.

               The attendant is given the glass and returns a smile to Mary.

               INT. DETROIT AIRPORT - DAY

               Mary deplanes and looks around, unsure of where to go or what
               to do. She looks at the signs walks toward the luggage claim.
               Nobody recognizes her. 

               INT - AIRPORT LUGGAGE CLAIM - MOMENTS LATER

               Mary is collecting luggage...and luggage..and luggage. A
               porter comes to assist her.

                                   PORTER
                         Would like some assistance?

                                   MARY
                         Yes, I need to get these in a car
                         and driven to Caro.

                                   PORTER
                         Caro? Never heard of it..

               Mary is frustrated and getting impatient.

                                   MARY
                         I have a map here.

               The porter looks at the map.

                                   PORTER
                         That's about a hundred miles.
                         You'll never get a cab to take you
                         there.

                                   MARY
                         Cab? I need a limo. I won't take a
                         cab.

               The porter looks at her like she's crazy.

                                   PORTER
                         Sorry miss, we don't have them
                         waiting outside. You'll have to
                         call and see if they will come.

               Mary thinks about it. She can't afford a limo anyway.

                                   MARY
                         What will a cab cost?

               INT. STUFFED CAB - LATER

               Mary is sitting in the back seat, surrounded by suitcases.
               The cabdriver is looking at the map, shaking his head.

                                   CAB DRIVER
                         I can't take you all the way there.
                         That's too damn far.

                                   MARY
                         Well, what am I suppose to?

                                   CAB DRIVER
                         Can you drive?

                                   MARY
                         Yes.

                                   CAB DRIVER
                         Then I suggest you rent a car.

               EXT. CAB - DAY

               Mary and all of her belongings are sitting on the sidewalk.
               The cab driver looks at her like she's crazy and speeds off
               looking for a fare.

               INT. HERTZ RENTAL COUNTER - MOMENTS LATER

               Mary is standing at the counter explaining her dilemma.

                                   MARY
                         You don't have a long term rate for
                         renting one of these?

                                   RENTAL AGENT
                         Ma'am, we have weekly rates. At the
                         weekly rate, $168, times thirteen
                         weeks comes to $2184, plus tax and
                         mileage.

               Mary thinks about it. Can't spend that much money.

               EXT. USED CAR LOT - DAY

               An typical urban used car lot, full of not just used, but
               used-up cars. Mary and her luggage are dumped in the middle
               of a used car lot. 

               INT. USED CAR LOT OFFICE -DAY

               The 50ish, overweight salesman/owner, NED KELLY, is sitting
               at his desk looking outside at Mary. Ever the typical used
               car salesman, he smiles, knowing he's got a guaranteed sale.
               A good one at that.

               EXT. USED CAR LOT - MOMENTS LATER

               Ned is walking out to meet Mary. He sees the expensive
               luggage.

                                   NED
                         Hi, looks like you can use a car.

               Mary is tired. It's been a long, stressful day already,
               especially for a woman who's not used to doing anything.

                                   MARY
                         Yes, I do.

                                   NED
                         What type are you looking for? Car?
                         Truck? Van?

               She starts optimistically. 

                                   MARY
                         Something sporty and foreign. Has
                         to be in good condition. 

                                   NED
                         Well let's start with price. How
                         much do you want to spend?

                                   MARY
                         I don't know, maybe a thousand,
                         twelve hundred if it's really nice.

               She obviously has no concept of car prices. Ned rolls his
               eyes. He points to a dented, green Lumina

                                   NED
                         See that one. That is what you can
                         get for twelve hundred dollars. Or
                         that minivan.

               He points to a rusted Chrysler van. Mary is very
               disappointed.

                                   MARY
                         Ewwww. What about that one?

               She points to an Accord

                                   NED
                         That's a little more, six thousand.

               Too much. Mary walks over to the blue Lumina and opens the
               door. She sits in the drives seat. An odor hits her nose. She
               almost gags.

                                   MARY
                         What's that smell?

                                   NED
                         I think the previous owner was a
                         smoker, I'll knock a couple hundred
                         off it for you. One thousand even.
                         I'll even include an air freshener.

               She looks around the lot. She doesn't have much of a choice. 

                                   MARY
                         I'll guess I'll take it.

               INT. EVENING - GAS STATION

               On a road north of the city, Mary pulls into the gas station.
               She waits. And waits. People pull in and get gas and leave.
               She is all alone. Finally after about 10 minutes, the cashier
               comes out and over to her window.

                                   CASHIER
                         Is there something wrong?

                                   MARY
                         Well, I have been waiting for a
                         long time for someone to put gas in
                         this thing.

                                   CASHIER
                         This is self serve. It means you
                         have to put the gas in yourself.

               This is a surprise to her.

                                   MARY
                         Oh. Okay.

               He turns and walks away. Mary gets out of the car, unsure of
               what to do. She walks to the pump and reads it. She can
               apparently follow directions because she lifts the nozzle out
               and goes in search of the gas tank. She finds it on the other
               side of the car. She pulls the hose to the other side where
               the hose won't reach. She tries pulling it, only to have it
               slip out of her hands and bounce across the roof. The cashier
               inside can't help but to laugh at her. The intercom crackles
               to life.

                                   INTERCOM
                         If you pull your car around to the
                         other side it will be much easier.

               She stops and thinks about it. He's right. She gets in and
               pulls it around. Finally she gets the nozzle in the gas tank.
               She waits and waits. Satisfied there is sufficient fuel she
               goes inside to pay.

               The cashier is waiting for her, unsure if this is really
               happening. 

                                   CASHIER
                         You have to squeeze the handle in
                         order to get the gas to go into the
                         tank.

                                   MARY
                         Oh really?

               INT. LUMINA - EVENING

               It's getting dark and Mary is driving through cornfields.
               She's trying to find a radio station. The windows are open,
               she keeps spraying perfume to cover up the odor. A little up
               the road there is a run-down, no-frills motel. She pulls in.

               INT. MOTEL - NIGHT

               She opens the car door. It's dark. Darker than shes ever
               seen. The clear midwest sky is full of stars. Then she hears
               the crickets and frogs calling loudly. She walks in the door.
               A sleepy clerk greets her.

                                   CLERK
                         Hello

                                   MARY
                         Is it always this noisy at night?

                                   CLERK
                         Is what always this noisy ma'am.

                                   MARY
                         That noise, outside.

                                   CLERK
                         Oh, the crickets, yea, they can
                         make quite a racket on hot July
                         nights. I guess you get use to them
                         after a while. What can I do for
                         you?

                                   MARY
                         I need a room for the night.

                                   CLERK
                         Got a single room for thirty five
                         dollars.

                                   MARY
                         Okay. Is room service still
                         available?

               The clerk stares blankly into her eyes. 

                                   CLERK
                         (deadpan)
                         I'm afraid our chef has gone home
                         for the evening.

               Mary seems to believe this. She reaches in her purse to pay
               him.

                                   MARY
                         Okay, is there a place around here
                         that I can get something to eat?

               The clerk thinks.

                                   CLERK
                         There's a Seven-Eleven about a mile
                         up the road. They are open all
                         night.  

               He hands her the room key.

                                   CLERK
                         Room seven, fourth on the right.
                         They have a good hot dog and Slurpy
                         deal going right now.

               Mary grimaces..

                                   MARY
                         Aren't there any places with sushi
                         or fresh salads near here?

                                   CLERK
                         Well, there is a new Walmart in
                         Caro, about forty miles north. I
                         hear they have a nice big salad bar
                         and they are open all night. Not
                         real sure about the sushi though.

               INT. HOTEL ROOM - LATER

               Mary is in the room, choking down an ugly hot dog and
               drinking the first of many Smirnoff Ice beverages. She
               switches channels on the TV. Nothing on. She keeps clicking.

                                   MARY
                         Shit.

               INT. LUMINA - MORNING

               Mary looks a little rough, driving the rest of the way to her
               new home. She's drinking bitter gas station coffee and hates
               it. 

                                   MARY
                         I would pay one thousand dollars
                         for a Starbucks non-fat Latte right
                         now.

               She passes: corn fields...more corn fields....sugar beet
               fields...soy fields...finally a sign:

               Welcome to Caro

               It's a small town. One main street with a brand new Walmart. 

               She pulls out her cell. Dials a number.

                                   MARY
                         Kyle, I'm here......No, bought a
                         car.....I think I'll be okay....I
                         mean what can happen in this little
                         town?........Get a job and a place
                         to live. The piece of shit car cost
                         me almost half of my
                         cash......Kyle, how do I get a job?

               MONTAGE

               Mary in an office. A woman shaking her head.

               Mary in another office. A man shaking his head.

               Mary in a clothing store. Nothing here either.

               EXT. CARO MAIN STREET - DAY

               Mary's holding a newspaper and walking down the street
               looking for a store. She finds it. Emery's Market. She opens
               the old door and steps onto the ageless wooden floors.
               Except for the type of merchandise, they store could have
               come straight out of the 40's. She walks around looking,
               almost stumbling on an old lady tending the lower shelves.

                                   MARY
                         I'm sorry, I didn't see you

                                   MYNA
                         Excuse me, dear.

               Mary is taken aback by her. MYNA EMERY stands about 4'11 and
               is 78 years old.

                                   MARY
                         I'm terribly sorry, I wasn't
                         watching. Do you work here?

                                   MYNA
                         For the past 54 years I have. I'm
                         Myna.

               She offers a hand then a surprisingly strong handshake.

                                   MARY
                         That's a coincidence, I'm looking
                         for a Myna. I'm Mary and I'm here
                         for the position.

                                   MYNA
                         Wonderful, after that new place
                         opened, we have had a hard time
                         keeping people.

                                   MARY
                         Walmart?

               Myna puts her finger to her mouth.

                                   MYNA
                         Please don't say that. George's
                         blood pressure rises each time he
                         hears that name.

                                   MARY
                         Who's George?

                                   MYNA
                         The store owner and my husband of
                         fifty-seven years.

               Mary is shocked and impressed. Most marriages in Hollywood
               don't last fifty-seven weeks.

                                   MARY
                         Wow, that must be some sort of
                         record.

                                   MYNA
                         Naaa, not even in my own family. My
                         parents were together sixty-six
                         years. Let's get you an
                         application.

               They walk to the counter. Myna pulls out a one page
               application. GEORGE EMERY, 81 walks slowly from the back
               room.

                                   MYNA
                             (to Mary)
                         Just put your name and social
                         security number on it. I don't need
                         the rest of that stuff. 
                             (to George)
                         George, this is Mary. She's here
                         for the job.

                                   GEORGE
                         Mary's a good name. I'm pleased to
                         meet you. Don't like those names
                         like Brittany or Tiffany. Just
                         can't trust 'em.

               As George walks away, Mary fills out the application and
               hands it to Myna. Myna examines the application.

                                   MYNA
                         Okay Mary, have you ever worked a
                         cash register?

                                   MARY
                         No, but I'm a quick learner.

                                   MYNA
                         Have you ever stocked shelves?

                                   MARY
                         No, but I can empty them pretty
                         fast.

               Myna smiles at her.

                                   MYNA
                         Are you trustworthy? Have you ever
                         stolen anything?

               Ashamed, Mary confesses.

                                   MARY
                         Yes, when I was twelve, I stole a
                         bracelet from a store. 

               A $500 bracelet from Tiffanys.

                                   MYNA
                         Did you get caught?

                                   MARY
                         Not by the store, worse. My mom.

                                   MYNA
                         What did she do?

                                   MARY
                         She made me take it back and
                         apologize to the store owner.

                                   MYNA
                         Well your mother did the right
                         thing. You're hired.

               Mary smiles at Myna.

                                   MARY
                         When do I start?

                                   MYNA
                         Tomorrow morning. But I have to
                         tell you, we are trying to sell the
                         business so I can't promise you a
                         job if we are successful in finding
                         a new owner.

                                   MARY
                         That's okay, I can't promise you I
                         will be here long anyway.

               INT. CHEAP MOTEL ROOM - NIGHT

               Mary tosses and turns on the bed, unable to sleep on the
               cheap mattress. She turns on the TV. One of her movies is on
               TV. She starts to cry.

               INT. EMERYS MARKET - NEXT DAY

               Mary knocks on the glass door. George walks slowly to the
               door and unlocks it.

                                   GEORGE
                         Good morning Mary.

                                   MARY
                         Good morning.

               She yawns, tired from lack of sleep. He leads her back of the
               store.

               INT. EMERYS MARKET OFFICE

               Myna sits doing paperwork. Myna looks up at her.

                                   MYNA
                         Good morning.

                                   MARY
                         Good morning.

                                   GEORGE
                         Would you like some coffee?

               A fresh pot of coffee sits in the coffee maker. 

                                   MARY
                         I would love one. I looked for a
                         Starbucks on the way here.

                                   MYNA
                         What's Starbucks?

                                   MARY
                         It's a place that sells coffee.

                                   GEORGE
                         That's all they sell?

                                   MARY
                         Well, they sell Cappuccino,
                         Espresso, Caffè Latte, Caffè Mocha,
                         Macchiato...

                                   GEORGE
                         I thought they sold coffee?

                                   MARY
                         Those are coffees. Just different
                         types.

                                   GEORGE
                         If coffee is all they sell, they
                         must sell it cheap.

                                   MARY
                         It is pretty cheap. Under five
                         dollars a cup.

               This bombshell freezes Myna and George.

                                   MYNA
                         And people actually pay that much
                         for coffee? 

               George shakes his head.

                                   GEORGE
                         Coffee, a beverage that is just hot
                         water poured through ground up
                         beans? 
                         (to Myna)
                         Honey, we are in the wrong
                         business.

               Myna pours a hot cup of her coffee and hands it to Mary.

                                   MYNA
                         Here, dear. It's free.

               Mary takes a sip. It's not as good as she is use to, but with
               enough sugar, it will do.

               INT. EMERYS MARKET - CASH REGISTER

               Mary learning to use the cash register. It's an old push
               button one. No bar codes here.

               She rings up a soda and a can of soup. $126 dollars.

               Myna shakes her head no.

               She rings up a soda and a can of soup. 12 cents.

               Myna shakes her head no.

               She rings up a soda and a can of soup. $1.26.

               Myna shakes her head yes. Finally.

               Mary ringing up customers Patient people smiling sweetly.

               INT. EMERYS MARKET - DAY

               Mary is stocking shelves. She uses a knife to cut open a box.
               She cuts the top of the box off then reaches in to pull out a
               box of cereal. She tips the box of cereal a little and cereal
               falls out on the floor.

               INT. EMERYS MARKET - DAY

               Mary eating cereal while ringing customers up.

               INT. EMERYS MARKET - DAY

               Using the price gun to put prices on the merchandise. Missing
               all but four of them.

               INT. EMERYS MARKET - DAY

               Mary is leaning on the counter drinking a Red Bull. Myna
               approaches her.

                                   MYNA
                         Are you tired, dear?

                                   MARY
                         Yes, a little..

                                   MYNA
                         Well, go home dear, get some sleep.

                                   MARY
                         I have to find someplace to live.
                         The motel bed is terrible. I saw
                         this ad for a room to rent.

               She shows Myna the ad.

                                   MYNA
                         You don't want to live there.

                                   MARY
                         Why not?

                                   MYNA
                         I hear that the landlords aren't
                         very nice.

               Myna walks toward the door and locks it.

                                   MARY
                         You know them?

                                   MYNA
                         Honey, I know everyone. I know a
                         place for you to live. It's about
                         two miles from here and cheap.

               They walk into the office.

               INT. EMERYS OFFICE

               Mary and Myna are in the office.

                                   MARY
                         How cheap?

                                   MYNA
                         How about $200  a month?

                                   MARY
                         That's cheap, I think. Where is it?

                                   MYNA
                         It's above our garage. The farm
                         hands use to live there. It's nice
                         and roomy.

                                   MARY
                         That would be perfect

                                   MYNA
                         Now let's get out of here and I'll
                         show you your new apartment.

               EXT. EMERY HOUSE - EVENING

               The couple pulls up in their old, but pristine Buick to a
               farmhouse that is older than the store. It is in good shape,
               but needs a little TLC. Mary pulls in behind them and looks
               at the house and the surrounding farmland. 

                                   MARY
                         I haven't seen anything like this
                         outside of the movies. 

                                   GEORGE
                         You should have seen it in the
                         fifties. We had over five hundred
                         acres, growing the best crops in
                         the county.

               They walk toward the door.

                                   MYNA
                         George's vegetables were winners
                         every year at the Tuscola County
                         Fair.

                                   GEORGE
                         You won a few years yourself, with
                         your animals and your peach pies.

               They enter the house, which could double as a museum.
               Everything is nice, but at least 30 years old with the
               exception of the avocado range and refrigerator, and a
               microwave. 

               INT. EMERYS KITCHEN - MOMENTS LATER

               George sits at the table. Myna starts dinner.

                                   MYNA
                         Breakfast is included and served at
                         seven.

                                   GEORGE
                         Hope you like a big breakfast,
                         Mary.

                                   MARY
                         Well, usually I just have a coffee.

                                   MYNA
                         That's why you're so skinny, honey.
                         You need some breakfast to get you
                         going and to get those boobies to
                         grow. Come on out, I'll show you
                         your room.

               An embarrassed Mary looks at her chest and follows Myna
               outside.

               INT. MARYS APARTMENT - MOMENTS LATER

               The apartment is larger, and dirtier than Mary expected. It
               could use some work, but is liveable. The carpet is red. Very
               red. There is a bathroom, but the bed is out in the main
               living area along with a couch. Mary walks over to the closet
               and opens the door. Some old flannel shirts hang in the
               closet. 

                                   MYNA
                         I need to start dinner now. George
                         is on a schedule. Do you need help
                         with your things?

                                   MARY
                         No, that's okay, I'll get them.

                                   MYNA
                         Okay dear, dinner will be ready in
                         an hour, if you're hungry.

               Myna leaves Mary's apartment.

                                   MARY
                         Not the red carpet I want to be
                         walking down.

               EXT. MARYS CAR - MOMENTS LATER

               Mary is pulling a heavy suitcase from the trunk.

               Mary lugging it up the stairs. 

               Mary finally getting the last of them in the new apartment.

               A tired Mary falling down on the bed, fast asleep.

               INT. EMERYS DINING ROOM - MORNING

               Myna is cooking a big breakfast, eggs, bacon, hash browns.
               George is reading the paper, drinking a cup of coffee. A
               scene that has been repeating itself for decades. They hear
               the door open. A refreshed Mary walks in to the dining room.

                                   MARY
                         Good morning.

                                   MYNA
                         You must be starving this morning.
                         You didn't join us for dinner.

                                   GEORGE
                         You missed a mighty good pepper
                         steak.

                                   MYNA
                         I went to see if you wanted dinner
                         but you didn't answer the knocking.

                                   MARY
                         I was so tired, I fell asleep in my
                         clothes.

               Myna is filling a plate with scrambled eggs, bacon, hash
               browns and toast. She sets it in front of Mary. It smells
               like nothing else she's ever smelled. She closes her eyes and
               inhales the wonderful odors. George notices her.

                                   GEORGE
                         You have to use the fork, Mary. It
                         won't get there any other way.

               Mary opens her eyes and smiles at him. 

               INT. EMERYS MARKET - DAY

               Mary is ringing up a customer. She is doing better now.

                                   MARY
                         Thanks, have a good day.

               The customer walks away. Before the customer exits. Two young
               ladies enter. They are KAREN FOSTER, 22, and DEANNA SHOLTER
               also 22. They are the best looking girls this small town has
               to offer and they know it. They would be merely average,
               maybe even below average by Hollywood standards. They walk
               past some out-of-date fashions and laugh. Karen picks out an
               old studded tee-shirt.

                                   KAREN
                         Who in their right mind would wear
                         this?

               They look at it laugh.

                                   DEANNA
                         I can't believe you actually worked
                         here.

               They laugh and wander over to the counter. Karen looks over
               at Mary. Something is familiar, but she can't put her finger
               on it.

                                   KAREN
                         I can't believe it either. How
                         stupid was I?

               They both laugh.

                                   DEANNA
                         Why did we come here anyway?

                                   KAREN
                         I didn't feel like standing in
                         those long lines just for tampons.
                         I make enough, I can afford it.

               Deanna plays along with her friends bragging.

                                   DEANNA
                         How much does the head cashier at
                         Walmart make anyway?

               Karen is pleased to tell her. Again.

                                   KAREN
                         Eight twenty an hour, plus
                         benefits.

               Mary made about three million for her last picture. Karen
               would have to work 40 hour weeks for 175 years to come close.

                                   MARY
                         Wow. Eight twenty an hour.

               The girls turn and look at this girl. Who is she?

                                   KAREN
                         Plus benefits.

               Karen smile smugly and puts her tampons on the counter.

               Mary wants to say something so bad. She wants to tell her
               that she pays assistant twenty five dollars an hour. Plus
               benefits.

                                   KAREN
                         Did you go to Owendale?

                                   MARY
                         What's an Owendale?

               The girls laugh at her. Again.

                                   KAREN
                         It's a school and a town about
                         twenty miles from here.

                                   MARY
                         Sorry, I'm not from around here,
                         I'm not sure where that is.

               Mary rings up the tampons.

                                   KAREN
                         So why did you come to this shitty
                         town?

               Mary didn't think about an answer to this question. She leans
               in to the girls. They also lean in.

                                   MARY
                             (softly)
                         The government put me here. Witness
                         protection.

               The girls gasp. This may be the most exciting thing that's
               happen to this town in... well they don't know of anything
               exciting that's happened.

                                   DEANNA
                         What did you see? What did you do?

               Mary looks around. She leans in once again.

                                   MARY
                         I saw a mob guy kill another mob
                         guy.

               Both girls stare with open mouths.

                                   KAREN
                             (Trying not to look
                              impressed)
                         So what happened?

               Mary has no idea. She has to make something up.

                                   MARY
                         I was a waitress in an Italian
                         place. I was getting ready to serve
                         some guy his ravioli and then, BAM,
                         his buddy shoots him in the head.

               She watched the Godfather. 

                                   MARY (CONT'D)
                         I dropped his food on the floor.

                                   DEANNA
                         Holy shit!! What did you do?

               Karen looks on skeptically. 

                                   MARY
                         Nothing, I wanted to run, but I
                         couldn't 

                                   KAREN
                         So why didn't he shoot you?

                                   MARY
                         I don't know, they have a code
                         about that sort of thing.

               Deanna nods. 

                                   DEANNA
                         I heard about that...

               Karen glares at Deanna.

                                   KAREN
                         When have you heard about anything
                         about the mob?

                                   DEANNA
                         I've heard things...

                                   KAREN
                         So the government put you here to
                         hide?

                                   MARY
                         Just until the trial, then I'll go
                         back to testify.

                                   DEANNA
                         Aren't you scared?

                                   MARY
                         Sure, a little. But they say I'm
                         safe here as long as I don't tell
                         anyone. You guys can keep a secret
                         cant you?

               They can. But they won't. The whole town will know by dinner
               time.

                                   KAREN
                         Sure, we can keep it to ourselves.

                                   MARY
                         Thanks. I appreciate that. Did you
                         want to pay cash or charge these?

               She motions to the tampons.

               EXT. REAR OF EMERYS MARKET - EVENING

               Mary exits the building through the rear door. Myna and
               George are there to lock the door behind her.

                                   MYNA
                         Should we expect you for dinner,
                         dear?

                                   MARY
                         I think I'll go for a drive, eat
                         something while I'm out.

                                   MYNA
                         Okay, drive carefully.

                                   MARY
                         Thanks

               Mary watches the elderly couple slowly enter their car and
               drive away. She opens her car door and slides into her seat
               and turns the key. It cranks and cranks and cranks. Tries
               again. Same thing.

                                   MARY
                         Shit.

               INT. RESTAURANT - MOMENTS LATER

               At a phone in a nearby restaurant, Mary thumbs through a
               yellow pages. She finds an auto repair place. She dials the
               number.

                                   ANDY (O.S.)
                         P&A Service, Andy speaking.

                                   MARY
                         Hi, my car won't start.

                                   ANDY (O.S.)
                         I'm sorry, we closed about ten
                         minutes ago. Can I come and look at
                         it in the morning?

               Mary isn't use to waiting for anything. This is such an
               inconvenience.

                                   MARY
                         Well I had plans tonight...

               She's hoping this works.

               INT. B&A SERVICE - EVENING

               ANDY MACAULAY, 25, is a clean-cut, handsome young man who
               looks extremely out of place in a garage. His work uniform is
               neat and clean.

                                   ANDY 
                         What kind of car is it?

                                   MARY (O.S.)
                         It's a blue one.

               Andy has to laugh.

                                   ANDY
                         What kind of blue car is it?

                                   MARY (O.S.)
                         Lummix...Lima....Luna..

                                   ANDY
                         Lumina?

                                   MARY (O.S.)
                         Yes! That's it. Lumina.

               Andy is a little charmed by her naivety.

                                   ANDY
                         What's it doing?

                                   MARY (O.S.)
                         It's not doing anything. It won't
                         start.

                                   ANDY
                         Does the engine try and start?

                                   MARY (O.S.)
                         Yes, it tries and tries.

                                   ANDY
                         Does it smell like gas in the car?

                                   MARY (O.S.)
                         No, I don't think so.

                                   ANDY
                         Okay. Where are you?

               INT. RESTAURANT - MOMENTS LATER

               Mary is on the phone.

                                   MARY
                         I'm at the Clock restaurant.

                                   ANDY (O.S.)
                         I'll be there in about ten minutes.
                         If it's what I think it is, it will
                         only take a few minutes to fix.

                                   MARY
                         You will? Thank you. I really
                         appreciate it.

               EXT. RESTAURANT - LATER

               Mary is waiting outside. A tow truck pulls in and slowly
               drives around the parking lot.
               Mary realizes that he's looking for a blue Lumina. She walks
               over to the truck. Andy rolls down the window.

                                   ANDY
                         Blue Lumina?

               Mary is a little embarrassed.

                                   MARY
                         I should have told you where the
                         car was, right?

               EXT. EMERYS MARKET REAR PARKING LOT - MOMENTS LATER

               The hood of her car is up and Andy is under there working on
               it. Mary sits behind the wheel.

                                   MARY
                         Is this going to cost very much? I
                         work here and don't have much
                         money.

               She winces at this.

                                   ANDY
                         You work here? I think half the
                         people in this town have worked
                         here at one time or another. If
                         it's what I think it is, it will
                         cost you about four dollars plus
                         labor. 

                                   MARY
                         And what will labor cost?

               He comes up from under the hood.

                                   ANDY
                         Try it now.

               Mary turns the key. The engine cranks a couple times then
               roars to life. Mary is relieved.

                                   MARY
                         You are a lifesaver.

                                   ANDY
                         Hope you can still make your plans.

               Mary forgot the lie she told.

                                   MARY
                         I already cancelled them. I didn't
                         think I'd be able to make it.

               Andy closes the hood and walks to her window. 

                                   ANDY
                         I'll be right back with the bill.

               Mary waits in her car, dreading the bill. Andy walks back and
               hands her the bill. She looks at the bill and then back at
               him.

                                   MARY
                         Ten dollars?

               She can't believe it.

                                   ANDY
                         Too much?

                                   MARY
                         No, I guess I was expecting more.

               Andy is genuine and honest.

                                   ANDY
                         The filter was four dollars and
                         labor was six dollars. I was only
                         here ten minutes.

               She still can't believe it.

                                   ANDY (CONT'D)
                         If you don't have it, you can drop
                         it off tomorrow. The address is on
                         the bill.

                                   MARY
                         Can I at least buy you a beer?

               Andy looks away shyly.

                                   ANDY
                         I don't think my girlfriend would
                         appreciate that, but thanks.

               Wow, a guy who doesn't want to pick her up.

                                   MARY
                         Well than I'll buy you one and
                         drink it myself. Where's the best
                         place to go?

               Andy thinks.

                                   ANDY
                         Wiltses is about the best if you
                         don't like country places. They
                         actually have music that wasn't
                         recorded in the 50's. I think they
                         have a band tonight.

                                   MARY
                         I'll have to check it out. You're
                         sure it will be okay to pay you
                         tomorrow?

                                   ANDY
                         Yes, I'm sure.

                                   MARY
                         Your boss won't mind?

                                   ANDY
                         No, he won't mind at all.

               Andy laughs a little laugh. She notices the patches on his
               shirt. One says B&A Service. The other says Andy.

                                   MARY
                         You're the "A" in B&A.

                                   ANDY
                         The "B" is Bob. My dad.

                                   MARY
                         So I'm getting the "Know the Owner"
                         discount?

                                   ANDY
                         I guess you're getting the "Meet
                         the Owner" discount. I'm Andy
                         Macaulay.

               Mary reaches to shake his hand.

                                   MARY
                         I'm S..

               Shit. She can't use that name but quickly fakes a cough.

                                   MARY (CONT'D)
                         Nice to meet you. Mary Donner.

                                   ANDY
                         Well Mary, I have to go close up
                         the shop.
                         If you're going to be in town for a
                         while, I'm sure we will run into
                         each other.

                                   MARY
                         Tomorrow.

                                   ANDY
                         What's tomorrow?

                                   MARY
                         I'm coming by to pay my debt. I
                         always pay when I owe.

                                   ANDY
                         Well I guess I'll see you then.
                         Enjoy that beer for me.

                                   MARY
                         I will. Thanks.

               Andy slowly walks to his tow truck. Mary watches his ass in
               her side view mirror.

                                   MARY
                         (softly to herself)
                         Nice buns.

               INT. MARYS APARTMENT BATHROOM - EVENING

               Mary is fixing her makeup in the cramped bathroom. The light
               isn't very good.

               Mary looking through her closet for something appropriate for
               going out to the bar.

               Mary is wearing jeans that cost more than a week's wages in
               these parts, a silk shirt and $600 high heels. Way too
               dressed up for this town.

               EXT. WILTSES BAR -EVENING

               From the outside the bar appears to be nothing special. The
               vehicles parked in the gravel parking lot outside are mainly
               trucks. She looks around the parking lot and the neon signs
               advertising various beers. 

                                   MARY
                         (psyching herself up)
                         Fit in. You can do it.

               She looks down at her outfit. She's going to stand out. She
               walks toward the door, stumbling in her high heels on the
               gravel.

               INT. WILTSES -  MOMENTS LATER

               The front door opens and Mary walks in. Surveying the bar, it
               looks the same as she thought it would look. An old wooden
               bar, covered with thousands of cigarette burns, sits on the
               far wall. The bar is about half full. The men mostly wear
               hats, Levis and tee shirts advertising their favorite beer,
               sports team or anatomy part. Some women wear tight jeans and
               belly shirts. Even the ones who shouldn't. Mary walks over to
               an empty seat at the bar. She sits down. The bartender, Rod,
               walks over. He's a pleasant looking man of 50, a little
               overweight.

                                   ROD
                         Hi, what can I get you?

                                   MARY
                         I'll have a Grey Goose
                         Cosmopolitan.

                                   ROD
                         A what?

                                   MARY
                         A Grey Goose Cosmopolitan.

                                   ROD
                         What's in one? 

                                   MARY
                         I just know it's Grey Goose and
                         some red stuff. Maybe cranberry.

                                   ROD
                         Sorry, we don't have Grey Goose. We
                         have Smirnoff and Popov vodkas.

                                   MARY
                         I guess I'll just have a glass of
                         Merlot.

                                   ROD
                         Not much of a wine list I'm afraid.
                         Just red or white wine.

                                   MARY
                         I'll have a glass of red.

               The Rod goes to get her a glass. Mary turns to look around
               the bar. Half of the bar is looking at her.  Some turn away
               when she sees them. Rod returns with her wine.

                                   ROD
                         That will be two seventy five.

               Mary hands him a twenty. He leaves to get her the change. She
               has a sip and about chokes on it. It tastes like a $2.75
               glass of wine should taste. Rod returns with her change.

                                   ROD
                         How is it?

               No need to insult the bartender the first time here.

                                   MARY
                         It's okay. Guess I'm not really in
                         a wine mood tonight.

                                   ROD
                         Might be a little old. How about a
                         nice cold Budweiser?

                                   MARY
                         Sure.

               He leaves to get her Bud. 

               INT. WILTSES FRONT DOOR

               The front door opens and Karen and Deanna walk in the door.
               Men and women greet them by name as they walk through the
               bar. They walk to a table on the other side of the bar from
               Mary, near where the band will be playing. 

               INT. WILTSES BAR 

               Rod comes back to Mary. 

                                   ROD
                         Grey Goose Citron, Cointreau,
                         Cranberry, and Lime Juice.

                                   MARY
                         What's that?

                                   ROD
                         A Grey Goose Cosmopolitan. I looked
                         it up and we don't have any of it.
                         I'll try and make something close
                         if you want.

                                   MARY
                         No, that's okay. The beer is
                         tasting pretty good tonight.

                                   ROD
                         You'll fit in better drinking the
                         beer. Not many locals drinking
                         Cosmopolitans or wine.

                                   MARY
                         I look more local with a beer?

                                   ROD
                         Yes, but those clothes still give
                         you away.

               She looks around at the girls in the bar. He's right. 

                                   MARY
                         Where would I go shopping for
                         clothes?

                                   ROD
                         There is a mall in Bay City. It's
                         about 30 miles west of here.

               She needs to go shopping for clothes. No need bringing
               unneeded attention to herself. 

                                   MARY
                         Thank you very much.

                                   ROD
                         No problem. How long until the
                         trial anyway?

               She laughs. Word gets around fast.

                                   MARY
                         Not sure when. I'm glad they could
                         keep a secret.

                                   ROD
                         Small town. Word travels fast.
                         Mary.

               He knows her name.

                                   MARY
                         I see. Can you keep a secret...?

               She's waiting for his name.

                                   ROD
                         Rod.

               Rod moves close.

                                   ROD (CONT'D)
                         Is this new secret that you were
                         bullshitting them?

                                   MARY
                         Yes. Rod.

               They both smile.

                                   ROD
                         That was pretty good, they bought
                         it all. You should be an actress.

               With that, he walks away to pour more beers.

               INT. WILTSES BATHROOM - MOMENTS LATER

               Karen and Deanna enter the bathroom. They are adjusting their
               makeup.

                                   KAREN
                         Did I tell you? I might go to the
                         new store in Bay City? I'll get out
                         of here, finally.

                                   DEANNA
                         What about Andy?

                                   KAREN
                         You think I'm going to marry him? I
                         need a man with ambition. He left
                         his in New York.

                                   DEANNA
                         He's got a good job. His own
                         business. What's wrong with that?

                                   KAREN
                         Nothing if you want to stay here
                         and spend every week doing the same
                         thing.

                                   DEANNA
                         You make it sound bad here. 

                                   KAREN
                         It is bad. It's boring and
                         monotonous. It's Friday night and
                         here we are, in this shitty bar
                         drinking beer in bottles.

                                   DEANNA
                         I like beer and this bar.

                                   KAREN
                         Wouldn't you like to be in a classy
                         place drinking classy drinks with
                         good looking men who have good
                         jobs.

               This does have some appeal to Deanna.

                                   DEANNA
                         I guess.

               But she's still not convinced.

                                   DEANNA
                         Did you tell anyone about that girl
                         today at Emerys?

                                   KAREN
                         No. Did you?

               A lie

                                   DEANNA
                         No, me either.

               Another lie. They finish and leave the bathroom. As soon as
               the door closes Mary opens a stall door. She heard everything
               they said.

               INT. WILTSES BAR - MOMENTS LATER

               Walking back to her seat she sees Andy sitting with Karen.
               Dressed in regular clothes he looks pretty good to her. He
               waves to her. Karen sees him wave and gives him a dirty look.
               She sits and finishes her beer. Rod appears.

                                   ROD
                         Another beer, Mary?

                                   MARY
                         Yes, I would.

               Rod goes turns around to get one from the cooler and returns
               in an instant.

                                   ROD
                         It's on the house. Ohio customer
                         discount.

               Mary is impressed.

                                   MARY
                         This town treats it's visitors very
                         well.

                                   ROD
                         You know Andy?

                                   MARY
                         A little. He fixed my car today.

                                   ROD
                         He's a good guy. Know his
                         girlfriend?

                                   MARY
                         She's one of the one's I lied to.

                                   ROD
                         Figures. She's got the biggest
                         mouth in the town.

               She looks over at her and Andy who is sitting there bored
               while Karen flirts with another guy.

                                   MARY
                         What does he see in her? He seems
                         like a nice guy.

                                   ROD
                         He is. That's the problem.

               INT. SMALL APARTMENT - NIGHT

               Jonny is sitting in his barren apartment, looking under couch
               cushions, counting out change so he can go out. He is broke.
               Magazines sit cluttered on a table. An idea pops into his
               nearly empty head. He flips through one of the tabloids then
               picks up the phone to dial.

                                   JONNY
                         Do you pay cash for pictures?

               He smiles at the answer.

               INT. WILTSES BAR - LATER

               The band is playing bad 70's rock tunes and the place is
               rocking. Mary is still there drinking beer. She's watching
               the band and swaying to the music. A tap on her shoulder from
               behind. She turns and it's Andy.

                                   MARY
                         Hey, my hero. Going to let me buy
                         you that beer now?

               He holds up a full beer.

                                   ANDY
                         Not now, maybe later.

                                   MARY
                         You have something against a woman
                         buying you a beer?

               He does.

                                   ANDY
                         No, but I have a full one right
                         now.

                                   MARY
                         You're girlfriend know you're over
                         here.?

               He looks over at Karen who is busy talking with the guys in
               the band.

                                   ANDY
                         I doubt if she knows I've left the
                         table.

                                   MARY
                         What do you see in her? I know
                         she's beautiful, but…

               Andy won't speak badly of her out of respect.

                                   ANDY
                         We've been together on and off
                         since high school. She's a nice
                         girl once you get to know her.

                                   MARY
                         I had a feeling you were going to
                         say that.

               Andy shrugs.

                                   ANDY
                         So you didn't tell me you are
                         hiding here in our little town.

               Mary fakes surprise.

                                   MARY
                         Who said I'm hiding?

                                   ANDY
                         Word travels fast. Especially since
                         you told the biggest gossips in
                         town.

               Mary smiles at him.

                                   MARY
                         And they still believe it?

                                   ANDY
                         I don't think so. Too many people
                         have made fun of them for believing
                         it. They are kinda pissed about it.

                                   MARY
                         What do you think?

                                   ANDY
                         I think it's kind of funny. I can
                         imagine what she said in Emery's
                         today. If she wasn't my girlfriend,
                         I'd say she probably deserved it.

                                   MARY
                         So you're not mad?

                                   ANDY
                         At what?

                                   MARY
                         My being a smartass. Making her
                         look foolish.

                                   ANDY
                         Not really, but...

               Andy is interrupted by a tap on the shoulder. It's Karen.
               She's not happy.

                                   ANDY
                         Hi Karen. You've met Mary, right?

               Karen coldly stares at Mary, looking over her outfit.

                                   KAREN
                         Well, if it isn't the mafia
                         princess. Seen any good murders
                         lately?

               Mary laughs at this.

                                   MARY
                         I'm sorry. An overactive
                         imagination, I guess.

               Karen hates her. Silence. Karen has to say something to save
               face. Anything...

                                   KAREN
                         Speaking of overactive imagination,
                         where did you get those ugly shoes?
                         Payless? And that shirt. I'm sure I
                         saw it on the discount rack at
                         Walmart.

               Mary looks down at her $720 Casadei shoes, $480 Fendi Jeans,
               and her $430 Moschino Patchwork T-Shirt. Should she tell her?
               Yep.

                                   MARY
                         These are Casadei shoes.

               Karen looks at her. So? Like that name means anything to her.

                                   KAREN
                         Like that's a real designer.

               She's never heard of Casadei. 

                                   ANDY
                         Please excuse me ladies.

               Andy walks off to the bathroom.

                                   KAREN
                         So what were you two talking about?

                                   MARY
                         Nothing much. My job. Caro.

                                   KAREN
                         There's not much to talk about. The
                         town sucks and the Emery's are
                         fossils.  I think they founded it.

               Karen turn and leans on the bar looking at the towns people
               having fun.

                                   MARY
                         The Emery's are sweet. And I like
                         this town. It's comfortable. 

                                   KAREN
                         Yea, comfortable like an old
                         slipper. Please. This place is so
                         damn boring. If you like it here,
                         you obviously haven't been many
                         places.

               Not many except Paris, Rome, Cannes...

                                   KAREN (CONT'D)
                         I need to get back to my table. My
                         friends are waiting.

               Before Mary can say a thing, Karen has left.

                                   MARY
                         Good-bye Sweetie.

               She smiles sweetly.

                                   ROD
                         Casadei shoes. You aren't from
                         Ohio.

               Rod know his shoes and may have a few secrets of his own.

               INT. LAUNDRY MAT - NIGHT

               Mary walks into a laundromat carrying two paper grocery bags
               of dirty laundry. She looks around, unsure if what to do. The
               attendant, an older man, merely looks up from watching a
               baseball game and nods. She walks over to an empty machine
               and reads the directions on the lid. She puts her quarters in
               the slots and starts the washer. An older woman sitting near
               smiles at her. Mary dumps one bag of clothes in the washer
               and closes the lid.

                                   OLDER WOMAN
                         Aren't you going to use soap, dear?
                         You need soap. 

               Mary forgot soap.

                                   MARY
                         I can't believe I forgot it.

                                   OLDER WOMAN
                         They have some over there in the
                         dispenser.

               Mary walks to the dispenser and inserts more quarters. Out
               pops a small bag of detergent that is good for four loads of
               clothing. Mary goes over to the washer and dumps the entire
               opened bag into the washer. The old woman shakes her head in
               disgust. Mary sits in a chair and picks up a magazine. 

               Slowly bubbles start to emerge from the washing machine. 

               Mary still reading.

               The old woman looking at the washing machine, eyes wide open.

               Back to the washer, more bubbles emerging.

               Mary reading.

               Old woman. Still watching.

               Washer, where bubbles are now overflowing on the ground. 

               The older woman slowly gets up and starts walking over to
               tell Mary. The camera focuses on her feet, treading slowly on
               the soapy wet floor. Then it happens. She loses her footing
               and crashes to the floor in a painful thud.

               EXT. LAUNDRY MAT - LATER

               Two EMT's are loading the old woman in the back of an
               ambulance. Mary is crying while the attendant is attempting
               to comfort her. He puts his arm around her.

                                   ATTENDANT
                         Don't worry, lots of women her age
                         break their hips every day.

               With this Mary cries even harder.

               INT. EMERYS MARKET - DAY

               Mary is working the register. Myna is stocking the shelves.
               George comes out of the office.

                                   GEORGE
                         Mom, I'm not feeling well right
                         now. Think you can take me home?

               Myna comes to him.

                                   MYNA
                         Do you need to see Dr. Wolcott?

                                   GEORGE
                         No, I just want to go home and
                         rest.

                                   MYNA
                             (to George)
                         You're going to see Dr. Wolcott.
                             (to Mary)
                         Will you be okay here?

                                   MARY
                         Yes, I'll be fine

                                   GEORGE
                         We hardly have customers anymore,
                         of course she'll be fine.

               He gives her a wink.

                                   MYNA
                         Okay, Dad, come on, let's go.

                                   GEORGE
                         Old age is hard, Mary. I wouldn't
                         recommend it.

                                   MARY
                         What's the alternative?

               She smiles at him.

               INT. JILLS HOLLYWOOD HOME - EVENING

               In a beautifully furnished living room, Jill is in a robe
               reading a tabloid. She gets an idea. She picks up a cell
               phone and dials a number.

                                   JILL
                         Hello? I have a story that I think
                         you would like...

               Just then, she looks up. Samantha's (Mary's) boyfriend Jonny,
               also in a robe comes into the living room.

                                   JONNY
                         Do you have any bottled water?

               She shushes him and returns to her call.

                                   JILL
                         I have information about Samantha
                         Ashley...

               INT. MARYS APARTMENT - EVENING

               She's trying to iron some clothes. Entertainment Tonight is
               running a story on her. The television plays.

               ON TV

               We see clips of Samantha in various movie parts, at premiers,
               etc.

                                   HOST (V.O.)
                         Samantha is rumored to be staying
                         in an undisclosed drug rehab
                         center. Calls to her
                         representatives have not been
                         returned.

                                   MARY
                         Dammit!

               She doesn't notice that the iron is too hot. She lifts it
               with the clothing stuck to the iron. 

               Shit. That's a $300 shirt ruined. She hears the Emery's car
               pull into the driveway. She runs down to see them.

               EXT. EMERYS DRIVEWAY - MOMENTS LATER

               Mary goes to the passenger door to help with George.

                                   MARY
                         (to Myna)
                         Is he okay? 
                         (to George)
                         Are you okay? 

                                   MYNA
                         He's comfortable now. We have more
                         tests in Saginaw.

               They are now out of the car and walking to the house.

                                   GEORGE
                         I'll be fine. I just need some
                         rest.

               They get him in his easy chair in the living room. He is in
               obviously in some pain.

                                   MARY
                         Can I do anything to help?

                                   MYNA
                         No, dear. We are okay now. He feels
                         better here at home.

                                   MARY
                         He should be in the hospital if
                         he's in that much pain.

                                   GEORGE
                         Nonsense, I'll be fine in a few
                         days.

               INT. MARYS APARTMENT - NIGHT

               Mary is in bed, tossing and turning. She can't sleep. She
               looks at the clock. It's 1:00 am.

               EXT. MARYS APARTMENT - MOMENTS LATER

               Mary walks out of her apartment into the darkness. The sounds
               of a country night greet her. Crickets chirp. Frogs serenade.
               A moon so bright it creates shadows.

               Mary starts walking down the road. 

               EXT. MAIN STREET OF CARO - MOMENTS LATER

               Mary is walking down the empty main street of Caro. She looks
               in the windows of the stores. The clean streets. A light
               breeze blows a newspaper toward her. Instinctively, she
               reaches down to pick up the offending paper and throws it in
               a garbage can.

               INT. EMERYS MARKET - DAY

               A delivery man is unpacking and stocking the magazine shelves
               as Mary stocks some shelves. The delivery man finishes and
               brings her the bill to sign.

                                   DELIVERY MAN
                         Here, you go. Just sign on the
                         bottom line please.

               Mary signs.

                                   DELIVERY MAN
                         Thanks. Have a great day.

               The delivery man leaves and Mary goes to the register. Two
               older ladies enter the store for a little shopping. They stop
               at the magazines and pick a few out, chatting along the way.
               They smile as they they pass Mary, but never stop chatting.
               Mary can hear a little their conversation.

                                   OLDER WOMAN #1
                         and it's such a shame that they
                         have all the fame and money, and
                         they still aren't happy.

                                   OLDER WOMAN #2
                         They are just spoiled. That's all.
                         They don't appreciate anything.

               As they set their items on the counter Mary sees it. The
               camera focuses in on the new National Enquirer featuring a
               drunken Samantha Ashley on the cover with the caption reading
               "Young Star in Rehab." Mary is in shock.

               EXT. EMERYS MARKET REAR PARKING LOT

               Mary is pacing in the parking lot talking to her agent,
               tabloid in her hand.

                                   MARY
                         I can't believe it. This is such
                         bullshit. Can I sue?

                                   KYLE (O.S.)
                         Yes, but what good is that going to
                         do? They covered all their bases.
                         That's why they pay millions a year
                         for a crack legal team.

                                   MARY
                         Where would they get that story
                         from? I don't even use drugs.

               INT. AGENTS OFFICE - DAY

               Kyle is sitting at his huge desk, thumbing through the new
               National Enquirer.

                                   KYLE
                         You didn't see the other picture?

                                   MARY (O.S.)
                         No...

               She's now worried that they may have found out that where she
               is and she will lose the role.

                                   KYLE
                         Turn to page fifty-nine.

               EXT. EMERYS MARKET REAR PARKING LOT - DAY

               Mary flips to page fifty-nine. She sees the picture. It's a
               picture of Jonny and Jill together in bed. Mary pissed. 

                                   MARY
                         I want her cell number.

                                   KYLE (O.S.)
                         Whose?

                                   MARY
                         You know whose number I want. The
                         bitch who fed them that story.

                                   KYLE (O.S.)
                         You don't want to do that. Just let
                         it be. We don't even know it's her.

                                   MARY
                         Yes, we do know.

                                   KYLE (O.S.)
                         You didn't get it from me. 555
                         1276.

               The rear door opens. Myna looks out.

                                   MARY
                         (To Kyle)
                         I'll call you soon.

               She hangs up the phone.

                                   MYNA
                         Are you alright, dear?

               Mary wipes a tear away.

                                   MARY
                         I'll be okay.

                                   MYNA
                         You can tell us. We are family now.
                         Whatever it is.

               Mary is touched by her kindness. She looks up with a crooked
               smile.

               INT. WILTSES BAR - EVENING

               Mary is sitting at the bar finishing a beer. Make that her
               fourth beer. She's pretty drunk. Rod comes over.

                                   MARY
                         I want another beer.

               Rod looks at her, then behind her. Andy comes up to the bar
               and sits next to her. He smiles at her.

                                   MARY
                         Well, it's my hero again.

                                   ANDY
                         I think I'll take that beer now. If
                         the offer still stands.

               Mary smiles back at him.

               INT. WILTSES BAR - EVENING

               Andy and Mary are at a table now talking, both with a beers.

                                   MARY
                         So the Emery's have known you your
                         whole life?

                                   ANDY
                         They've known everyone here their
                         whole lives. They've always been
                         here. Like the water tower.

                                   MARY
                         They told me they use to have a big
                         farm.

                                   ANDY
                         Yea, I heard it was pretty good
                         size back in the 40's and 50's.
                         Just about everyone here worked for
                         them one time or another. 

                                   MARY
                         At the store?

                                   ANDY
                         At the store, at the farm. Times
                         get tough, they would hire people
                         even if they didn't need the help
                         just so the people could pay the
                         mortgage and put food on the table.

               Mary is amazed at their generosity.

                                   ANDY (CONT'D)
                         Up until a few years ago, they
                         would leave the store unlocked all
                         night, so if someone needed
                         something, they could get it.

                                   MARY
                         And no one stole anything?

                                   ANDY
                         Don't know. If they did, the
                         Emery's never said anything.

                                   MARY
                         Where are their children?

                                   ANDY
                         They never had any. Don't know why.
                         They always loved having kids
                         around. Think it was probably some
                         medical reason. Can't imagine
                         people like that not wanting
                         children to love. 

               Mary wants to cry. These wonderful people, full of love,
               couldn't have children.

                                   ANDY (CONT'D)
                         They gave their love to the town.
                         Sounds kind of silly. You'll never
                         find better people. Anywhere.

                                   MARY
                         I found that out. 

                                   ANDY
                         It's a shame that they are losing
                         so much business to that big place.

                                   MARY
                         Where your girlfriend works?

               Andy smiles.

                                   ANDY
                         Yea, that place.

                                   MARY
                         Can't even say the name of it?

                                   ANDY
                         I can, I choose not to. I hate to
                         see capitalism encroaching on a
                         place like this. I know that the
                         company has its duty to share
                         holders, but at what cost. For a
                         community like this to survive, the
                         profits have to stay here. It will
                         ruin it.

               Mary is amazed at his grasp of the economy in small towns. He
               is no ordinary mechanic.

                                   MARY
                         I'm not sure what you said, but I'd
                         have to say I agree with you.

               INT. MARYS APARTMENT - NIGHT

               A drunk Mary is making a call on her cell phone.

               INT. TRENDY CLUB IN LA  - MOMENTS LATER

               Jill is holding court with her posse and various hangers-on
               and Jonny. Her phone rings. They all become silent, the queen
               is about to use her phone. Jill answers.

                                   JILL
                         Who's calling?

                                   MARY (O.S.)
                         Hazleton Rehab. A place I know you
                         are familiar with.

               Jill laughs and covers the phone mouthpiece.

                                   JILL
                         (to everyone around her)
                         Please, I need to take this alone.

               They all leave as ordered.

                                   JILL (CONT'D)
                         So, how's the hard life?

               INT. MARYS APARTMENT - EVENING

               Mary looks around at her apartment.

                                   MARY
                         It's great, I'm learning everything
                         I'm going to need for the role.

               Ouch! A sore spot.

                                   JILL (O.S.)
                         I saw the pay stub. I can't believe
                         you actually have a real job. 

                                   MARY
                         Only a matter of time before the
                         role is mine. By the way, how's
                         Jonny?

                                   JILL (O.S.)
                         I'll admit to the rehab thing, but
                         I don't know where that picture
                         came from. 

                                   MARY
                         Sure you don't.

               INT. TRENDY CLUB IN LA - NIGHT

               Jill is in the booth on the phone.

                                   JILL
                         (sweetly)
                         So where are you at anyway?
                         Someplace nice and warm?

                                   MARY (O.S.)
                         Yes, a Caribbean island. I'm
                         teaching an acting class to the
                         locals.

                                   JILL
                         Well that's a stretch. Imagine you
                         teaching acting. I guess those who
                         can't act teach.

                                   MARY (O.S.)
                         And I thought it was those who
                         can't act, sleep with the director.

               A furious Jill hangs up on her.

               INT. EMERYS MARKET - DAY

               Alone in the store, Mary is standing next to the cash
               register reading the tabloid story about her. Karen walks
               into the store and walks straight over to Mary. 

                                   KAREN
                         You can have him.

               Mary is confused.

                                   MARY
                         Who can I have?

                                   KAREN
                         Andy. I know you and him were
                         together last night. You can have
                         him.

                                   MARY
                         So he's yours to give?

                                   KAREN
                         No, but I won't fight over him.
                         He's not worth it. He was born here
                         in this shitty town and he'll die 
                         here.

               Mary isn't taking any of her shit.

                                   MARY
                         If you despise it so much, why
                         haven't you left already? 

                                   KAREN
                         I am leaving. Soon.

                                   MARY
                         I heard.

                                   KAREN
                         What did you hear?

                                   MARY
                         About that other job. What are you
                         getting maybe ten dollars an hour?

                                   KAREN
                         Well that's more than you'll ever
                         make here.

               Mary is pissed. She wants to tell her so bad.

                                   MARY
                         And what's your problem with Andy?
                         He's a great guy.

                                   KAREN
                         I need a man. Someone with
                         ambition, someone who's leaving
                         this town for good. Did you know
                         Andy went to Columbia and worked on
                         Wall Street?

               That would explain the economic references.

                                   KAREN (CONT'D)
                         He left a six-figure job to come
                         back here and work in the family
                         business. Can you believe that?

               She can't believe it.

                                   MARY
                         Nothing wrong with joining the
                         family business.

               After all, Mary did.

                                   KAREN
                         You'll fit in here really nice.
                         You're boring and plain.

                                   MARY
                         You say that like it's a bad thing.

                                   KAREN
                         Whatever. He's yours. Good luck
                         with the kids, church, the used
                         minivan and the PTA.

               And just as quick, She's gone.

               EXT. EMERYS MARKET REAR PARKING LOT - EVENING

               After closing the store, Mary closes and locks the back door.
               She turns and Andy is waiting in the tow truck. They trade
               smiles. She walks up to the truck.

                                   MARY
                         Did you come here expecting to make
                         more money off a poor single girl?

               Andy laughs at her joke.

                                   ANDY
                         Yes, as a matter of fact, I have
                         eight more stops after this.

                                   MARY
                         You're girlfriend stopped by. 

                                   ANDY
                         Ex-girlfriend.

                                   MARY
                         Funny, I got that impression too.

                                   ANDY
                         I just wanted to make sure you were
                         okay. She can be rather abrasive at
                         times.

                                   MARY
                         Nothing I couldn't handle.

                                   ANDY
                         I like that about you. Where are
                         you going?

                                   MARY
                         Home. A little dinner.

                                   ANDY
                         Time for a beer first?

               INT. WILTSES BAR - EVENING

               Andy and Mary are sitting at a table, each with a beer. The
               jukebox plays some old Bob Seger loudly. They are smiling and
               talking. She is very at ease with him.

               INT. EMERYS LIVING ROOM - LATER

               A very happy Mary enters the living room and finds Myna
               alone, looking through photo albums. She sits next to Myna.
               George is asleep in the bedroom.

                                   MARY
                         How is he? Myna looks up.

                                   MYNA
                         He's better.

                                   MARY
                         Good.

               Myna looks at the photo album again.

                                   MYNA
                         He was so handsome. Went off the
                         next day to fight in the war. 

               Myna points out a picture of George in an Army uniform. 

                                   MARY
                         Did you know him before he left?

                                   MYNA
                         One night. That's all. He took me
                         to a movie and held my hand. Was so
                         much of a gentleman, he didn't even
                         try and kiss me.

                                   MARY
                         Men like that are hard to find.

                                   MYNA
                         I didn't see him for over three
                         years. He wrote me letters every
                         week.

               Myna reaches into a box next to her and pulls out a bundle of
               envelopes and cards.

                                   MYNA (CONT'D)
                         I saved every one of them. Every
                         letter that came let me know he
                         made it through another week. Some
                         weren't so lucky. My brother was
                         one of them. He was killed in the
                         battle for Guadalcanal.

               Mary doesn't know what to say. Myna senses her discomfort.
               She pats her leg.

                                   MYNA (CONT'D)
                         That's alright, dear. What can you
                         say when someone says that?

                                   MARY
                         I don't know. It must have been
                         hard for you.

                                   MYNA
                         No, George was the one who lived
                         through the hard part. He never
                         told me in the letters what he went
                         through and I never ask. 

                                   MARY
                         You got married after he got home?

                                   MYNA
                         Three days after. My parents were
                         against it, but sometimes you have
                         to do those things.

                                   MARY
                         Why didn't they want you to marry
                         him?

                                   MYNA
                         They thought he was just a poor
                         farmer from a little town. Didn't
                         think he would amount to much. I
                         didn't care. 

               Mary thought they both were from here.

                                   MARY
                         Where are you from? 

                                   MYNA
                         Detroit. My father was a lawyer
                         there. Lived in a big house. He
                         even knew Henry Ford. I'm a city
                         girl.

               She smiles at the thought. 

                                   MARY
                         What did you think when you first
                         got here?

                                   MYNA
                         I didn't know what to think. I was
                         scared of animals, scared of
                         everything. Most of all, scared of
                         being without him.

               EXT. SHOOTING RANGE - AFTERNOON

               Andy is taking Mary out to the outdoor shooting range to
               teach her to shoot a gun. They get to the gun lane. Andy
               takes a revolver out of a gun case.

                                   MARY 
                         This is not my idea of a great
                         first date. I want you to know
                         that.

                                   ANDY
                         You will have fun.

                                   MARY
                         No I won't.

               Andy take a small revolver out of a case.

                                   ANDY
                         The first thing is to check the
                         cylinders and make sure they are
                         empty. You push the lever forward
                         and the cylinder pops out.

               He demonstrates this then tries to hand it to her. Mary is
               unsure of even touching the pistol.

                                   ANDY (CONT'D)
                         Come on. It's not going to go off.
                         Just take it and hold it.

               Mary takes the pistol from him. She's surprised at the heft.
               She aims it downrange.

                                   MARY
                         What is this? Forty-four magnum?
                         Colt forty-five?

                                   ANDY
                         It's a twenty-two. 

                                   MARY
                         Oh.

               She's disappointed. Andy takes the pistol from her and starts
               putting .22 cartridges in the cylinders.

                                   MARY
                         Are we going to shoot it?

                                   ANDY
                         You are going to shoot it.

                                   MARY
                         Is it going to hurt my hand?

               Andy reaches into his range bag.

                                   ANDY
                         No, it will hurt your ears if you
                         don't wear these.

               He hands her hearing protection. She puts it on.

                                   ANDY
                         Okay, see the target down there?

               She can't hear anything. She just looks at him and smiles.
               She looks so beautiful. Andy takes that time to kiss her,
               which she returns. They break the kiss.

                                   MARY
                         You're right. I am having fun.

               EXT. OUTDOORS - DAY

               Montage of Mary and Andy doing outdoor activities. 

               Walking in the woods.

               Swimming in a quarry.

               Fishing in a pond.

               They are falling in love.

               INT. MARYS APARTMENT - NIGHT

               Andy and Mary are laying on her bed, fully clothed. Arms and
               legs are entwined.

                                   MARY
                         I'm so exhausted, I want to just
                         lay here in your arms all night. It
                         feels so good.

                                   ANDY
                         It feels good holding you. I have a
                         question. 
                         (pause)
                         Why are you here?

                                   MARY
                         Please don't ask. It's nothing bad,
                         I just can't tell you right now. I
                         have a question for you: Would you
                         ever leave here?

                                   ANDY
                         I don't know. I guess maybe I
                         would. Can't say. All I know is
                         that there is nowhere I want to be
                         right now than here holding you.

                                   MARY
                         You don't want to have this
                         conversation?

                                   ANDY
                         It's a little hard when I don't
                         really know where you came from, or
                         why you're here. I like being with
                         you more than I've enjoyed being
                         with anyone in a long time. I want
                         it to last, but I don't think it
                         will.

                                   MARY
                         Why?

                                   ANDY
                         Because you aren't staying. Nobody
                         stays. Everyone wants to leave. 

                                   MARY
                         You left.

                                   ANDY
                         And I came back

                                   MARY
                         Why did you come back?

                                   ANDY
                         Values. People. The first week I
                         was in New York, a woman. A pretty
                         young woman swore at me for
                         accidentally bumping her. She said
                         the most vile things.

                                   MARY
                         Welcome to New York. You stayed a
                         while there.

                                   ANDY
                         Stayed to finish school. Then to
                         pay for school. Then I really
                         started liking the money.

                                   MARY
                         Was it that bad?

                                   ANDY
                         It was for me. I came home one time
                         and swore at a woman in a car in
                         front of me for driving too slow. I
                         used the same words as the woman my
                         first week in New York. Then she
                         pulled over and got out. It was my
                         Sunday School teacher.
                         A woman so kind and pure, I just
                         broke down and cried at what I had
                         become.

                                   MARY
                         What did you do?

                                   ANDY
                         I packed up and moved back the next
                         week. Never regretted it. Not one
                         bit.

                                   MARY
                         People change to adapt to their
                         surroundings. That's human nature.

               INT. ANDYS PARENTS HOUSE - AFTERNOON

               The door bell rings inside a beautiful farmhouse, surrounded
               by fields and a large vegetable garden. Andy reaches the door
               opens. Mary is standing there. Andy ushers her in. He is a
               little dirty.

                                   ANDY
                         Come in. Nervous? Almost shaking.

                                   MARY
                         Does it show? 

               Andy rubs her shoulders.

                                   ANDY
                         Just a little. You'll be fine.

               A lovely woman, JAN, comes into the room. She is Andy's
               mother. She is in her 40's and in good shape.

                                   ANDY
                         Mom, this is Mary. Mary, Jan
                         Macaulay.

               They reach to shake hands.

                                   MARY
                         Nice to meet you, Jan.

                                   JAN
                         It's nice to meet you, Mary. Andy's
                         been a little secretive about you.
                         That's usually a good thing.

               Mary looks at Andy.

                                   MARY
                         He likes to keep quiet about his
                         many women?

               Andy smiles shyly. Jan looks at him.

                                   JAN
                         Just the ones he likes.

               Mary smiles.

                                   JAN (CON'T)
                         Like to show her around. See the
                         animals?

                                   MARY
                         Animals?

                                   ANDY
                         They have horses, cows, chickens,
                         goats. Missing anything these days
                         Mom?

                                   JAN
                         Three cats and two dogs.

                                   MARY
                         I think I'll pass on the nature
                         walk. Animals scare me.

                                   ANDY
                         Come on. You just need to see them
                         up close. Nothing to be scared of.

               A mans voice comes from the kitchen.

                                   BOB (O.C)
                         Except last year when that girl,
                         what's her name? The one who lost
                         her fingers to Glory Bell?

               BOB MACAULAY, Andy's dad comes into the living room from the
               kitchen. He's wearing a frilly apron.

                                   ANDY
                         Mary, my dad, Bob Macaulay. Caro's
                         only transvestite comedian.

                                   BOB
                         Usually takes a few weeks for
                         Andy's girlfriends to find that
                         out.

                                   ANDY
                         My secret is out.

               Mary laughs and shakes Bob's hand.

                                   MARY
                         Nice to meet you.

                                   BOB
                         Pleasure is all mine. I better get
                         to my pies.

               EXT. BARN - DAY

               Andy is gently pulling a reluctant Mary toward the small
               animal barn.

                                   MARY
                         I'm not going to get bit?

                                   ANDY
                         No. Of course not. You've never
                         seen a horse up close?

                                   MARY
                         Just a pony ride for my birthday
                         party when I was a kid.

                                   ANDY
                         Did you complain as much that time?

                                   MARY
                         Kicked and screamed the whole way
                         there. Still have the tape.

               They get to the barn door. Mary scrunches up her nose.

                                   MARY
                         It stinks.

                                   ANDY
                         What were you expecting?

                                   MARY
                         I was expecting to stay in the
                         house.

               A cow moos. Mary moves back a little bit.

                                   ANDY
                         Just a cow.

                                   MARY
                         Yea, a mad cow.

               Andy tugs her through the door.

                                   INT BARN
                         They walk through the straw-covered
                         barn to the first stall. A small
                         old horse greets Andy at the stall.

                                   ANDY
                         Hey, girl.

               He strokes her mane.

                                   ANDY (cont'd)
                         Mary, this is Glory Bell.

               She moves closer.

                                   ANDY(cont'd)
                         You can touch her.

               Mary moves her hand closer. Closer. Glory Bell lifts her head
               up to sniff Mary's hand. Mary freaks out and turns to run but
               trips and falls flat on her face. She lifts her dirty and
               straw-covered face. Andy can't help but to laugh at her.

                                   ANDY
                         Now you look like a farm girl.

               EXT. GARDEN - DAY

               Mary and Andy are picking vegetables in the garden. Mary is
               standing in the carrots, confused.

                                   MARY
                         How can you tell if the carrots are
                         done?

                                   ANDY
                         Done what?

                                   MARY
                         You know, done growing.

                                   ANDY
                         I guess when they are dead. Do you
                         mean when they are ready to be
                         picked?

                                   MARY
                         Yes, smartass.

               Andy laughs.

                                   ANDY
                         They are done when you pick them.
                         Do you like baby carrots?

                                   MARY
                         Yes.

                                   ANDY
                         Then pick the ones with small tops.

               Mary picks one out of the ground. It's a little carrot. She
               frowns.

                                   MARY
                         It's dirty.

               INT. ANDYS PARENTS DINING ROOM - DAY

               Andy, Mary, Jan and Bob are finishing up dinner. Jan gets up
               and starts clearing the dishes. Mary and Andy rise to help.

                                   BOB
                             (to Mary and Andy)
                         You two go relax. We can do these.

               INT. ANDYS PARENTS LIVING ROOM - DAY

               Mary and Andy walk into the living room. Mary is looking at a
               wall that is covered with framed photographs. One is over Jan
               and Bob. She looks at a picture of his parents in their
               younger days. 

                                   MARY
                         How long have they been together?

                                   ANDY
                         Since 1970. They met in junior
                         high. 

               Mary does the math.

                                   MARY
                         Almost 35 years. Wow. They still
                         seem happy.

                                   ANDY
                         They are. If they're not, they sure
                         hide it well.

                                   MARY
                         What's their secret?

                                   ANDY
                         I don't know. Besides love,
                         probably respect and the fact they
                         like each other.

               She looks at pictures of Andy at various ages. Riding a
               horse. Playing baseball. School graduations. She turns and
               looks at Andy.

                                   MARY
                         I'll bet your room is just like the
                         day you left it. Let's see it.

                                   ANDY
                         You want to see?

                                   MARY
                         Yes.

               Andy leads her to the stairway leading upstairs. They walk
               up.

               INT. ANDYS OLD ROOM - DAY

               A typical young man's room. Detroit sport team posters line
               the walls. Trophies line bookshelves. Mary and Andy enter the
               room. Mary looks around at the trophies.

                                   MARY
                         So you were a sports guy. Very
                         impressive.

               Andy is embarrassed. Mary sits on the bed.

                                   MARY (CONT'D)
                         So this is the shrine to the
                         perfect son?

                                   ANDY
                         Hardly perfect. Average maybe.

                                   MARY
                         I'll bet you never got in trouble
                         in your life.

                                   ANDY
                         I have. Lots of times.

                                   MARY
                         Tell me about one.

                                   ANDY
                             (embarassed)
                         Okay. I stole something once.

                                   MARY
                         You only stole once or only got
                         caught once?

                                   ANDY
                         Yes to both. I was in Emerys and
                         needed hooks to go fishing.  I
                         wanted pop, hooks and cigarettes
                         but only had the money for one or
                         the other.

                                   MARY
                         Cigarettes? You seem like such a
                         good kid.

                                   ANDY
                         You never smoked?

                                   MARY
                         I'm an on and off smoker. Depends
                         on things. So go on.

                                   ANDY
                         I couldn't steal cigarettes. They
                         kept them behind the counter, so I
                         stuck the pack of hooks down my
                         pants. 

               Mary laughs.

                                   MARY
                         Weren't you afraid of getting
                         little Andy hooked?

               Andy laughs an embarrassed laugh.

                                   ANDY
                         At the time, it seemed like a good
                         idea.

                                   MARY
                         But you got caught.

                                   ANDY
                         I walked up the counter with my
                         Pepsi. Mr. Emery was standing
                         there. He ask if I need anything
                         else. I said my dad needed a pack
                         of Marlboro cigarettes.
                         He rang up the pop, the cigarettes
                         and the hooks in my pants.

                                   MARY
                         He saw you.

                                   ANDY
                         I don't know how. I gave him all
                         the money I had. He counted it out
                         and said I was a little short, but
                         I could pay him next week. 

                                   MARY
                         Did you?

                                   ANDY
                         The next day. I broke my piggy bank
                         and paid him. Nothing was ever
                         said, but I never stole anything
                         again.

                                   MARY
                         You've been a good boy ever since. 

                                   ANDY
                         For the most part.

               INT. EMERYS DINING ROOM - EVENING

               Myna and Mary are sitting at the table looking at a cookbook.
               They flip pages.

                                   MYNA
                         What does he like to eat?

                                   MARY
                         I have no idea. Normal stuff I
                         guess.

                                   MYNA
                         Chicken, beef, lamb?

               Mary has no idea what to cook.

                                   MYNA (CON'T)
                         What do you want this dinner to say
                         to him?

                                   MARY
                         Say to him? What do you mean?

                                   MYNA
                         Do you want to say "I like you"? Or
                         do you want it to say "Thank you"
                         or something else?

                                   MARY
                         Will the dinner saying "I love you"
                         scare him?

                                   MYNA
                         Not if it's real.

               INT. EMERYS KITCHEN - LATER

               Mary and Myna are cooking dinner. Mary is cooking noodles.
               Myna is covering the meat strips with flour and spices.

                                   MARY
                         What meat is in stroganoff?

                                   MYNA
                         You can use anything.

                                   MARY
                         What is that?

                                   MYNA
                         Venison.

               Mary is repulsed.

                                   MARY
                         You mean like deer?

                                   MYNA
                         Exactly like deer.

                                   MARY
                         I can't eat Bambi.

                                   MYNA
                         Honey, Bambi was a cartoon.

                                   MARY
                         I know. But they are so cute. I
                         can't imagine eating one.

               Myna drops the meat in the hot oil.

                                   MYNA
                         You eat cow don't you? There's not
                         much of a difference.

                                   MARY
                         Yes there is. Cows are bred for us
                         to eat. And I'm not sure I like
                         that either.

                                   MYNA
                         Cows, lambs, chickens. They all
                         have to die for us to eat. Same
                         with deer.

                                   MARY
                         Where did you get it?

                                   MYNA
                         Out back last fall.

               Mary doesn't quite get it. Then slowly it comes to her.

                                   MARY
                         You killed this deer?

               Myna turns the meat in the hot oil.

                                   MYNA
                         Yep. I think that was a six
                         pointer.

               Mary can't believe that this fragile little woman actually
               shot a deer.

                                   MARY
                         You shot it?

                                   MYNA
                         Of course.

                                   MARY
                         How could you do that?

                                   MYNA
                         It's not hard. I have a scope.

                                   MARY
                         I mean how could you shoot a
                         defenseless animal?

                                   MYNA
                         Just something I've done since I've
                         been here. Some lean years, that's
                         all we had to eat.

               Mary still isn't convinced. Myna takes a piece out of the oil
               and cuts a little piece off. She takes the fork and stabs the
               meat.

                                   MYNA
                         Open.

               Mary opens her mouth as Myna puts the meat in. Mary isn't
               expecting to like it. She chews. It's delicious.

                                   MARY
                         It's wonderful.

                                   MYNA
                         Of course. Much better that the
                         beef steaks that are full of the
                         garbage that they give them to
                         grow. This is nature. This is life.

               INT. EMERYS MARKET - DAY

               Mary is at the register, bored. She walks into the back where
               Myna and George are talking in the office. Mary stops and
               listens.

                                   GEORGE (O.C.)
                         The house was mortgaged to keep the
                         business open. We just can't afford
                         to do it.

                                   MYNA (O.C.)
                         You're a veteran. Why won't they
                         pay for it? 

                                   GEORGE (O.C.)
                         It's experimental. They won't pay
                         for anything unless it's proven.

                                   MYNA (O.C.)
                         We have to do something, anything.
                         George it's cancer. We have to do
                         something.

               Mary hears all of this.

                                   GEORGE (O.C.)
                         I will be fine. We will do what the
                         insurance covers. That's all we can
                         do.

                                   MYNA (O.C.)
                         The other treatment has worked
                         better for men.
                         We need to get you that. Maybe we
                         can find a buyer soon.

                                   GEORGE (O.C.)
                         The business isn't worth anything
                         now. It's been six months. No body
                         even asking about it. Not even
                         worth the stock. The treatments
                         will cost well over a hundred
                         thousand dollars.

                                   MYNA (O.C.)
                         Can't borrow from the bank?

                                   GEORGE (O.C.)
                         Look at us. They won't give us
                         anything.

                                   MYNA (O.C.)
                         What can we do?

                                   GEORGE (O.C.)
                         Enjoy the time we have.

               A tear rolls down Mary's cheek.

               INT. MARYS APARTMENT - EVENING

               Mary is sitting in her apartment reading a script. A knock on
               the door. She hides the script under the couch cushion and
               goes over to the door. She opens the door. Andy is standing
               there with a pizza, a six pack and two movies. 

                                   ANDY
                         Your order ma'am

                                   MARY
                         Extra mushrooms?

                                   ANDY
                         As requested.

               He walks in and sets the pizza and the videos on the table
               then walks to the refrigerator to put the beer in there. Mary
               walks over and picks up the videos. The first is the movie
               she was nominated for. Andy sees her looking at it.

                                   ANDY
                         It's suppose to be good. The girl
                         at the video store recommended it

               Mary shakes her head. She can't let him see her in it.

                                   MARY
                         I tried to watch it before. It's
                         very boring.

                                   ANDY
                         It just came out.

                                   MARY
                         I saw it at the movies. I walked
                         out.

               Andy shrugs.

                                   ANDY
                         Hungry?

                                   MARY
                         Starved.

               INT. MARYS APARTMENT

               Mary and Andy are sitting on the couch eating pizza, watching
               the other movie. The side of Andy's plate is covered with
               mushrooms. Mary notices.

                                   MARY
                         You don't like mushrooms.

                                   ANDY
                         Not really.

                                   MARY
                         Why didn't you say anything?

                                   ANDY
                         You like them. 

                                   MARY
                         But I didn't need them if you
                         didn't like them. You're too nice.

               She playfully punches him in the arm.

                                   ANDY
                         You say that like it's a bad thing.

               He pushes her playfully.

                                   MARY
                         Well, sometimes it can be. 

               She throws a mushroom at his face.

                                   ANDY
                         That wasn't nice.

               He throws one back and the food fight is on. Andy is chasing
               and throwing pizza and beer on Mary. She stops and lets him
               catch her. They fall down on the ground in a deep kiss. After
               the kiss, Andy has a terrible look on his face.

                                   ANDY
                         EWWWW!!! Mushroom breath.

                                   MARY
                         So don't kiss me.

               He kisses her again.

                                   ANDY
                         I guess I'll put up with it.

               They lay there messy and happy. In the distance a siren is
               heard. It gets closer. Closer. They sit up. The ambulance is
               close. Then it stops. Doors slam. Andy and Mary race to the
               door.

               EXT. EMERYS DRIVEWAY - EVENING

               An ambulance it sitting in the driveway. The EMT's wheel an
               awake and protesting George out of the house, Myna, Mary and
               Andy close behind.

                                   GEORGE
                         I'm alright. I just slipped.

                                   MYNA
                         You passed out. You need to go to
                         the hospital.

                                   EMT #1
                         Please sir.

               They load him into the back of the ambulance. Myna is helped
               in. Mary and Andy watch the ambulance pull away.

               INT. HOSPITAL ROOM - LATER

               Myna is in a hospital room with George. He is asleep. Mary
               enters the room slowly. She walks over to Myna and puts a
               hand on Myna's shoulder. Myna looks up.

                                   MYNA
                         You should go home. He's
                         comfortable now.

                                   MARY
                         You should come with us. You need
                         some sleep.

                                   MYNA
                         I'll be fine here. Just take care
                         of things at the store. We will be
                         fine.

                                   MARY
                         Is he getting what he needs to get
                         better?

                                   MYNA
                         They are doing everything they can
                         here.

               Mary knows that they are other things that can be done.

                                   MARY
                         There are places that specialize. 

               Myna looks at her.

                                   MARY (CONT'D)
                         I heard you talking. I didn't mean
                         to hear. I just did.

                                   MYNA
                         We didn't want anybody to know.
                         George is a proud man. He doesn't
                         like people fawning over him. He's
                         just that way.

                                   MARY
                         Nobody has to know. There are
                         places just for people with cancer.

                                   MYNA
                         We can't do that.

                                   MARY
                         So he's going to give up?

               A nurse comes in to take his vital statistics. She smiles at
               Myna and leaves.

                                   MYNA
                         It's not that easy. There are a lot
                         of things to consider. We can't
                         just close the store and leave for
                         however long.

                                   MARY
                         But it's his life.

                                   MYNA
                         Even if we went to one of those
                         places, they said the treatments
                         could make it happen even sooner.

                                   MARY
                         Isn't it worth a try?

                                   MYNA
                         Sometimes it's better to leave with
                         your dignity. 

               Myna is quiet. She looks up with resignation.

                                   MYNA (CONT'D)
                         We're old, dear.

               She grasps Georges hand and squeezes.

               INT. HOSPITAL DINING ROOM - LATER

               Andy and Mary are having coffee at the cafeteria. 

                                   MARY
                         They aren't even going to try.
                         There are procedures they can do. 

                                   ANDY
                         He doesn't want them, I heard.

                                   MARY
                         But I heard them talking. They
                         would if they had the money.

                                   ANDY
                         We could have a fund raiser. I'm
                         sure we could make a few thousand
                         dollars. The people there love
                         them.

                                   MARY
                         That's not enough. They need over a
                         hundred thousand. That's just for
                         the treatment.

                                   ANDY
                         How do you know so much?

                                   MARY
                             (embarrassed)
                         I overheard them talking.

                                   ANDY
                         Do they know you know?

                                   MARY
                         Sort of. 

               Mary is thinking.

                                   ANDY
                         What are you thinking?

               Mary knows the answer.

               INT. MARYS APARTMENT - LATER

               Mary and Andy walk through her apartment door. Mary has to
               tell him but how? She's upset. Andy holds her and helps her
               to the couch.

                                   ANDY
                         He's going to be fine.

               Mary looks at him with a seriousness he hasn't seen from her.

                                   MARY
                         He's going to die without
                         treatment.

                                   ANDY
                         You said they don't have the money
                         to pay for it.

                                   MARY
                         But I do.

                                   ANDY
                         You do?

                                   MARY
                         Yes...

                                   ANDY
                         How do you have money? You drive an
                         old car and live here.

                                   MARY
                         I'm not who you think I am.

                                   ANDY
                         I don't know much about who you are
                         at all. Am I going to like this?

                                   MARY
                         I don't know. But I never really
                         lied to you.

               Andy is getting worried.

                                   ANDY
                         You use to be a guy?

               At least he's still got his sense of humor.

                                   MARY
                         No, I'm all real. 

               Mary picks up the video of her movie, Lakeside Park. She puts
               it in the VCR and picks up the remote. Fast forward then
               Play. A scene with her character, Tina talking to a park
               worker.

               ON TV SCREEN

                                   MARY
                             (as Tina)
                         I know you saw him. Why are you
                         protecting him?

               Mary mutes the sound while reciting the dialogue

                                   MARY
                         (as the park worker)
                         You don't know shit, lady.
                             (as Tina)
                         I know enough to get you thrown in
                         jail for at least a year.
                         (as the park worker)
                         So you some badass cop, goin' put
                         me away? I can do a year standin'
                         on my head.
                             (as Tina)
                         I think the homies are gonna want
                         you bent over.

               Mary turns the tape off. Andy looks at her, having made the
               connection. He's not happy.

                                   ANDY
                         You're her? Samantha?

                                   MARY
                         It's my stage name. Mary is my real
                         name.

                                   ANDY
                         Why?

               She's upset.

                                   MARY
                         It was roll research. Sort of.

                                   ANDY
                         So we are all being used so you can
                         look believable in a movie.

                                   MARY
                         No, no. I had to go someplace and
                         live for three months without any
                         money and without anyone finding
                         out who I am. If I did, I got the
                         role.

                                   ANDY
                         I found out.

                                   MARY
                         But I was going to tell you.

                                   ANDY
                         When? After I fell in love with you
                         and got my heart broken?

                                   MARY
                         I don't know when. But I was.

                                   ANDY
                         So why did you tell me?

                                   MARY
                         Because I'm losing the bet. I'm
                         going pay for the treatment for
                         George. But to do that, I'll have
                         to tell them who I am. I'll lose
                         the part. I'm losing everything.

               Andy doesn't seem any happier.

                                   MARY (CONT'D)
                         Don't I get any credit for doing
                         the right thing?

                                   ANDY
                         The right thing would have been to
                         be truthful.

                                   MARY
                         But I couldn't. And now I have to.
                         I need to do what I can to help
                         them.

                                   ANDY
                         How do you know they will take it?

                                   MARY
                         I don't. 

               Andy turns to leave. He opens the door.

                                   MARY (CONT'D)
                         Can you do me one favor. Wait a day
                         before you tell anyone? I'd like to
                         tell the Emerys my own way.

               And he turns and walks out without another word.

               INT. MARYS APARTMENT - NIGHT

               Mary is on her cell phone talking to her agent, Kyle.

                                   MARY
                         Kyle. It's over. I'm quitting.

                                   KYLE (O.S.)
                         You're what?

                                   MARY
                         I need to help them.

               INT. KYLES OFFICE - NIGHT

               Kyle is sitting at his desk.

                                   KYLE
                         Help who?

                                   MARY (O.S.)
                         The Emerys. He's sick.

                                   KYLE
                         So take him to a hospital. What's
                         that got to do with you?

               INT. MARYS APARTMENT - NIGHT

               Mary is sitting on her bed.

                                   MARY
                         He needs some things that his
                         insurance won't cover. I'm going to
                         tell them who I am and pay for the
                         treatments.

                                   KYLE (O.S.)
                         Great publicity potential.

                                   MARY
                         No, I don't want anybody to know.

                                   KYLE (O.S.)
                         I'm sorry about the part. You would
                         have been perfect.

                                   MARY
                         I'm not sorry, but don't tell
                         anyone yet. Can you Fed Ex me my
                         checkbook? 

               INT. HOSPITAL ROOM - MORNING

               Mary walks into Georges hospital room. Myna is sitting there
               holding Georges hand. He is awake but in some pain.

                                   MARY
                         How's the patient today?

                                   MYNA
                         Feeling much better.

                                   GEORGE
                         Why aren't you at the store.

                                   MARY
                         I wanted to talk to you about that.
                         I want to buy the business.

               Myna and George look at each other.

                                   GEORGE
                         Well that's very ambitious of you,
                         but it's not worth anything.

                                   MARY
                         It's worth everything to me. 

                                   MYNA
                         How can you afford it, dear?

               Mary pulls out her checkbook.

                                   MARY
                         I'm going to write you a check.

               They are charmed by her little act.

                                   MARY (CONT'D)
                         Will two hundred thousand be
                         enough?

               They think she's crazy.

                                   GEORGE
                         Are you alright?

                                   MARY
                         Of course. I'm fine.

               Mary starts filling out the check.

                                   MYNA
                         You can't write a check for that
                         amount. We know how much you make.

                                   MARY
                         Oh, I have money. I'm an actress.

               They are worried about her mental health.

                                   MYNA
                         Honey, should we call someone?

               Mary looks up at them. They look a little scared.

                                   MARY
                         I'm not crazy. Not at all. But I
                         want to do this.

                                   GEORGE
                         Do what?

                                   MARY
                         Buy your store. I'm an actress. I
                         was here researching a movie.

               They still think she's nuts.

                                   MARY (CONT'D)
                         Really. I am. 

               She pulls the National Enquirer out of her purse. She holds
               it up to show them.

                                   GEORGE
                         My God. She's a drug dealer. We
                         don't want your dirty drug money,
                         missy.

               Mary smiles.

                                   MARY
                         They wrote this because they didn't
                         know where I was.

                                   MYNA
                         They would do that?

                                   MARY
                         They would do anything to destroy
                         my career. That's all they want. To
                         see me fail.

                                   GEORGE
                         Why do they want someone to fail?

                                   MARY
                         Because they want more. More cars.
                         More houses. More everything.

                                   MYNA
                         There is a lot to go around.

                                   MARY
                         I know. I want to share mine. I
                         want to help you. Will you let me?

               Myna looks at George.

                                   GEORGE
                         We can't take your money. You
                         earned it. You'll need it someday.

               Mary was expecting resistance.

                                   MARY
                         Okay, then I have a business
                         proposition for you...

               EXT. HOLLYWOOD PREMIER PARTY - NIGHT

               Jill walks out in front of the bright lights to talk with the
               entertainment show hosts.

                                   HOST
                         Jill, word has just come out that
                         you are going to star as Dana in
                         the highly anticipated Heights of
                         Despair.

                                   JILL
                         Dana is a complex character that
                         I'm very excited to play. I've been
                         wanting to work with Winston for
                         years.

                                   HOST
                         Samantha Ashley is slated to co
                         star with you as Dana's sister and
                         rival Melissa. A bit of ironic
                         casting.

                                   JILL
                         I haven't heard who is going to
                         play Melissa. I'm hoping to give a
                         newcomer the role and make a career
                         builder out of this role.

               She doesn't want Samantha to get the role.

                                   HOST
                         What do you think of the apparently
                         false rumors that Samantha was in
                         rehab?

                                   JILL
                         Apparently she has been hiding in a
                         place called Carol in Michigan for
                         some reason.

               EXT. BAY CITY - LATER

               Mary has left the hospital and is on her way back to Caro.
               Bay City is a larger town and has a Mercedes Dealership

               EXT. MERCEDES DEALERSHIP - DAY

               Mary pulls into the dealership in her Lumina.

               INT. MERCEDES DEALERSHIP - DAY

               Mary is in a Mercedes dealership. She is looking at SL500 on
               the floor.

               A salesman comes over to her. 

                                   SALESMAN
                         May I help you?

                                   MARY
                         Yes, you can. I need something
                         fast.

                                   SALESMAN
                         Well, this one right here can do
                         over one-hundred and fifty miles an
                         hour.

                                   MARY
                         No, I'm sorry. I need something
                         fast, as in an hour I want to be
                         driving it home.

               EXT. WILTSES BAR - DAY

               Mary is speeding down the road in her new Mercedes on the way
               to Caro. She passes Wiltse's bar and slams on the brakes. The
               car leaves skid marks in the street as she turns into the
               parking lot. 

               INT. WILTSES BAR - DAY

               Mary is sitting at the nearly empty bar talking with Rod.

                                   ROD
                         I knew there was something familiar
                         about you. Couldn't quite put my
                         finger on it. What should I call
                         you, Mary or Samantha?

                                   MARY
                         I think I like Mary better. Here
                         anyway. I'm a nicer person.

                                   ROD
                         Hard to believe you can be anything
                         other than nice.

                                   MARY
                         As Sam, I always have to be on
                         guard. I can't tell if people like
                         me for me or because I'm in movies.

                                   ROD
                         It's hard to be yourself if you're
                         always worried about people's
                         motives. 

               Rod goes to serve another customer. He comes back.

                                   MARY
                         You don't belong here.

                                   ROD
                         Where do I belong?

                                   MARY
                         Somewhere you can be yourself.

                                   ROD
                         What gave it away?

                                   MARY
                         Casadei shoes. There are very few
                         men that would know them. 

                                   ROD
                         At one time, I sold shoes. Among my
                         thirty-odd occupations.

               Mary laughs.

                                   MARY
                         Why are you here?

                                   ROD
                         I came back after my mom died so my
                         dad wouldn't be all alone. I
                         couldn't let him live so alone for
                         the rest of his years. This is the
                         only job I could get.

                                   MARY
                         That's nice of you. 

                                   ROD
                         I'll be able to go back to being me
                         after he's gone.

               Mary looks out toward the parking lot, hoping to see Andy
               pull in.

                                   ROD (CONT'D)
                         What did he say?

                                   MARY
                         Who?

               Rod just looks at her. She knows who.

                                   MARY (CONT'D)
                         He didn't say anything. He just
                         left. Won't take my calls.

                                   ROD
                         What did the Emerys say

                                   MARY
                         Still a little shocked. I'm buying
                         their business so they can pay for
                         his medical treatment. The
                         treatments aren't covered and they
                         can't afford them.

                                   ROD
                         I'm surprised. 

                                   MARY
                         That I did it?

                                   ROD
                         No. That they let you buy it. I've
                         been wanting to buy it for years.
                         Couldn't get the downpayment.

               Rod looks over to the door

                                   ROD (CON'T)
                         Looks like you have admirers.

               He points over to Karen and Deanna who are walking over to
               her. They both come over acting like typical fans. 

                                   KAREN
                         I loved you in that rock movie. You
                         were so realistic.

                                   DEANNA
                         I've seen all your movies. I just
                         love you. 

               Deanna so excited, she wants to hug her, but is afraid. Mary
               reaches out for a hug.

                                   MARY
                         I'm sorry I lied to you two. I'm
                         researching a part for a movie. 

                                   KAREN
                         We understand. 

                                   DEANNA
                         Can we be in it?

                                   MARY
                         I'll talk to the casting director.
                         I'm not sure where it's going to be
                         filmed though. I'm sure I can get
                         you in as an extra of something.

                                   DEANNA
                         That's so great!!!!

               EXT. EMERYS MARKET - DAY

               Mary is in the market signing the paperwork to buy the
               market.

               INT. HOSPITAL ROOM - DAY

               The Emery's are given a check for their business. 

               INT. MARYS APARTMENT - MORNING

               Mary is packing up her belongings. A knock on the door. She
               goes to open it. It's Andy. He's less mad.

                                   ANDY
                         So is it Mary or Samantha or maybe
                         another name I don't know about.

                                   MARY
                         It's Mary. My given name.

                                   ANDY
                         How is George?

                                   MARY
                         He's better. Going to the cancer
                         clinic.

                                   ANDY
                         I heard. That was a great thing you
                         did.

                                   MARY
                         Anyone would have, if they were in
                         my position. I just did what was
                         right.

                                   ANDY
                         No. You gave up a role and saved
                         his life.

                                   MARY
                         He's not out of danger. There is
                         still only a fifty-fifty chance.

               She wipes a tear away.

                                   ANDY
                         I'm sorry I left like I did. I got
                         tired of the games and lies when I
                         was in New York

                                   MARY
                         What do you want me to do? I said
                         I'm sorry. I really wish this all
                         wouldn't have happened. I wish I
                         never came here.

                                   ANDY
                         I don't. At all.

                                   MARY
                         Why? Doesn't that make it easier
                         for you to hate me?

                                   ANDY
                         I don't hate you. I Don't like some
                         of what you did, but I don't hate
                         you.

                                   MARY
                         You don't like me.

                                   ANDY
                         I never said that

                                   MARY
                         You still like me?

                                   ANDY
                         Well, I never said that either.

               He smiles. She moves closer.

                                   MARY
                         Can I have a hug?

                                   ANDY
                         Of course.

               They hug.

                                   MARY
                         This feels nice.

               They continue to hold each other.

                                   ANDY
                         So you're a business owner now…

                                   MARY
                         Yes.

               They break apart, afraid of getting too close.

                                   ANDY
                         Going to spend any time in the
                         area?

                                   MARY
                         Think it's economically feasible to
                         keep it open?

                                   ANDY
                         No, but it would be nice to see
                         your smiling face around here every
                         now and then.

               She smiles and embarrassed smile.

                                   MARY
                         Not as much as I'd like. Like to
                         run it for me? I'll fly you out so
                         you can give me business updates.

                                   ANDY
                         Thanks, but I have a business to
                         run of my own. And I hate flying.

               This ruins any chance of a relationship. He won't leave and
               she won't stay.

                                   MARY
                         Will you update me on George's
                         condition?

                                   ANDY
                         Sure, I'll call when I hear
                         anything.

                                   MARY
                         Can you drive me to the airport? I
                         have a flight early in the morning.
                         We can drive down tonight, stay at
                         a great hotel and have room service
                         in the hot tub.

                                   ANDY
                         As good as that sounds, I need to
                         be here. It will be too hard for me
                         to watch you go.

               He checks his watch.

                                   ANDY
                         I better go, Dad will wonder where
                         I am.

                                   MARY
                         So this is it?

                                   ANDY
                         It's not Hollywood. We can't have a
                         fairy tale ending.

                                   MARY
                         I know.

                                   ANDY
                         I think it will be easier this way.

               He moves toward the door and opens it. He looks back.

                                   ANDY
                         You would have made a great Dana.
                         You played a great Mary.

                                   MARY
                         I wasn't playing.

               He smiles and closes the door.

               INT. WILTSES BAR - EVENING

               Mary walks in and sits at the bar. Rod greets her.

                                   ROD
                         Hey sexy.

                                   MARY
                         You are such a flatterer.

                                   ROD
                         Just my nature.

                                   MARY
                         You like it here?

                                   ROD
                         Here the bar? Here the city?

                                   MARY
                         Bar

                                   ROD
                         Not really.

                                   MARY
                         Do me a favor?

                                   ROD
                         Depends.

                                   MARY
                         Run Emery's Market for me. I'll pay
                         you what you make here and give you
                         enough money to make it something
                         special.

               Rod thinks about it.

                                   ROD
                         Do I have to keep the same stock?

                                   MARY
                         No. You have complete control of
                         inventory.

                                   ROD
                         I can make it a specialty food
                         place?

                                   MARY
                         Sure. But you can't change the
                         decor. I want it left the way it
                         is. Deal?

                                   ROD
                         When do I start?

                                   MARY
                         Now. You're first order of business
                         is to drive me to Detroit. I have
                         to go make a movie.

               She throws him the keys to the Mercedes.

                                   MARY
                         New company car.
                             (pause)
                         Your new company car.

               INT. AIRPLANE - MORNING

               Mary settles herself into the first class seat on her flight
               home. She has a stack of Hollywood magazines. Her newspapers.
               The flight attendant arrives.

                                   FLIGHT ATTENDANT
                         Can I get you something to drink?

                                   MARY
                         Yes, please. Can I have a glass of
                         champagne?

                                   FIGHT ATTENDANT
                         Yes. I will get you a glass.

               Mary thinks about it.

                                   MARY
                         Excuse me. I've changed my mind.
                         Can I have a beer instead?

               INT. MOVIE SET - DAY

               Jill and Samantha are together in a death scene. Samantha
               lies in bed. Jill is holding her hand next to her.

               SUPER: "SIX MONTHS LATER HOLLYWOOD, CA." 

                                   JILL (AS DANA)
                         You were always the strong one,
                         momma said. 

                                   SAMANTHA (AS MELISSA)
                         I can't be strong anymore. It's too
                         hard. I can't take the pain
                         anymore. Please help me…

               Samantha starts to cry and nails the take.

                                   JILL (AS DANA)
                         I'll do..

               Suddenly, Jill gets up, ruining the perfect take.

                                   JILL
                         Dammit, there was a bug crawling up
                         my leg.

               The director and about 40 other people on the set moan.

               INT. MARYS TRAILER - DAY

               She dials a number on her cell phone. An answer. She smiles.

                                   SAMANTHA
                         Hey repair guy.

               EXT. CARO STREET - DAY

               Andy is hooking up a car to the hook to take it to the shop
               talking to Mary.

                                   ANDY
                         Hey star, what's going on there in
                         Hollywood?

                                   SAMANTHA (O.S)
                         Can't tell you. You need to find
                         out for yourself. Andy smiles.

                                   ANDY
                         Can't the boss says I'm too busy.

               INT. MARYS TRAILER - DAY

               She's on her couch.

                                   SAMANTHA
                         You need a new boss. How is George? 

                                   ANDY (O.S.)
                         About the same, last I heard. Not
                         really getting better, but not
                         getting any worse.

                                   SAMANTHA
                         I need to call them. 

               Her trailer door opens. It's her assistant, LINDA.

                                   LINDA
                         They need you now.

                                   SAMANTHA
                         I need to go now. They need me.

                                   ANDY (O.S)
                         Be good.

                                   SAMANTHA
                         That's no fun.

               INT. EMERYS MARKET - AFTERNOON

               The inside of the store is transformed into a beautiful
               gourmet food and wine store. Customers wander through while a
               beaming Rod supervises his employees.

               INT. HOSPITAL ROOM - EVENING

               Mrs. Emery sits with her ill husband. A nurse comes in to
               check on a sleeping George. She smiles at Myna.

               EXT. MOVIE WRAP PARTY - LATE EVENING

               Samantha is walking around the party. People of all ages are
               drinking and partying. Samantha is watching and catching bits
               of conversations as she walks by them.

                                   OLDER MAN
                         ...but I told her, get the surgery,
                         you're almost thirty...

               Walking by young actress.

                                   YOUNG ACTRESS
                         He wanted sex for the part, but I
                         told him, if I sleep with you, I'm
                         not taking a supporting role, I
                         want the lead.

               Walking by a young actor

                                   YOUNG ACTOR
                         ...then we got all this blow and
                         partied all week.

               Walking by a middle-age exec talking to another middle-age
               exec.

                                   MIDDLE AGE EXEC #1
                         ...I don't care either way. I know
                         I'm going to have to pay her seven
                         figures to get rid of her.

                                   MIDDLE AGE EXEC #2
                         Are you still paying the other ex?

                                   MIDDLE AGE EXEC #1
                         Two of them.

                                   MIDDLE AGE EXEC #2
                         What about the place in Martha's
                         Vinyard?

               Then she walks by Jill who is holding court.

                                   JILL
                         Of course I'll be nominated. It's
                         roles like this that define an
                         actress' career. 

               The hanger-on nod and agree. Mary is disgusted by it all.

               EXT. WRAP PARTY - LATE EVENING

               Samantha walks to her limo alone. The chauffeur goes to open
               her door. She backs off.

                                   SAMANTHA
                         I think I'll walk home instead.

                                   CHAUFFEUR
                         Are you sure?

                                   SAMANTHA
                         Yes. I'm sure.

               The chauffeur gets back into the vehicle as Samantha starts
               her walk home. She listens to the sounds of the city. Sirens.
               The odors. The filth of the city. A newspaper blows against
               her feet.

               INT. SAMANTHAS LIVING ROOM - LATER

               Samantha is dialing a number on the phone. She waits for the
               answering machine message to end.

                                   SAMANTHA
                         Kyle, It's Sam. I need to get away.
                         I'm going to Cancun for a few
                         weeks. You will be able to get me
                         on my cell if you need me. 

               INT. AIRPORT - MORNING

               Samantha is wearing a floppy hat and sunglasses walking
               through the airport. She has a carry-on bag. Nobody
               recognizes her. She walks slowly almost in a daze. She looks
               up to the flight board, searching for her flight to Cancun.
               She finds it. It's delayed. Right below the flight to Cancun
               is a flight to Detroit. On time.

               INT. PLANE - MORNING

               The plane is beginning to fill as Samantha walks down the
               isle. She is not use to walking that far for her seat.
               She's sitting in coach. She finds her seat next to a fat
               middle-age man. She smiles.

               INT. PLANE - LATER

               The man is showing pictures of his kids.

                                   FAT MAN
                         This is Andrew. We call him A.J.

               The flight attendant reaches their seats.

                                   FIGHT ATTENDANT
                         Something to drink?

                                   FAT MAN
                         Orange juice for me please.

               Samantha thinks.

                                   FIGHT ATTENDANT
                         I think I'll have a beer, please.

               INT. CHURCH PEW - AFTERNOON

               Mrs. Emery is sitting alone in an pew, wiping tears from her
               eyes. She is holding a bible. People come by and touch and
               whisper to her. 

               A priest comes to her.

                                   PRIEST
                         He looks so good.

               Myna nods to him and smiles.

               Suddenly the organ starts, it's the WEDDING MARCH. This isn't
               a funereal for George, it's a wedding!

               INT. CHURCH - AFTERNOON

               Andy stands proudly with the priest, his best man and
               groomsmen. They are dressed in traditional tuxedos.

               INT. CHURCH - AFTERNOON

               The wedding march continues from the organ. All eyes are on
               the rear of the church. Samantha/Mary comes through the door
               holding the arm of a now-healthy George. 

                                                       FADE OUT.

               SUPER:			"ONE YEAR LATER"

               INT. LIVING ROOM - DAY

               Mary is sitting on a couch nursing a baby. The television is
               tuned to the biggest night of the year for Hollywood. Andy
               enters and sits next to her. They are about to announce an
               award. The finalists in attendance are shown on the corners
               of the screen.

               ON TV

                                   ACTRESS (V.O.)
                         And the award for Best Actress goes
                         to...

               A dramatic pause while she opens the envelope.

                                   ACTRESS (V.O.)
                         Samantha Ashley for Heights of
                         Dispair!!

               The audience applauds. The camera goes to Jill, who scowls
               and rises to leave.

               Andy hugs her and the baby.

                                   ANDY
                             (to the baby)
                         Mommy won an award.

                                   MARY
                             (indicating the baby)
                         This is my prize.

               ON TV

                                   ACTRESS (V.O.)
                         Samantha could not make it tonight.
                         She's happily playing mommy in an
                         undisclosed location.

               Mary holding her baby.

                                                       FADE TO BLACK.
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