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Kate & Leopold (2001)

by James Mangold and Steven Rogers.
Based on a story by Steven Rogers.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


FADE IN:

INT. VICTORIAN ESTATE - 1895 - DAY

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

The credits begin to roll.

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

Servants meticulously clean an elaborate crystal chandelier.

Hands rapidly shine silver cutlery.

Fresh flowers arranged in several enormous vases.

INT. KITCHEN - DAY

Kitchen clock strikes 2:15.

Poultry plucked. Feathers everywhere.

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

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

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

INT. BEDROOM - DAY

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

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

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

EXT. ESTATE - DAY

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

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

INT. HALLWAY - EVENING

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

SERIES OF CLOSE UPS

Gaudily framed portraits of somber relations.

A bird sits listless in a gilded cage.

Hot water is poured into a bath.

Carriages begin to arrive.

Orchestra leader signals the musicians to play.

Guests fill the ballroom in formal attire.

INT. BEDROOM - NIGHT

Leopold stares haughtily into a full length mirror.

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

Leopold eyes his reflection seductively. He becomes bored.

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

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

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

CLOSE UP

Fine linen undervest slides over his head.

Black twilled worsted trousers pulled up to his waist.

The buttoning of his hard, white, roll collar.

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

A perfect tight bow tie is tied around his neck.

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

His hair is sleeked with oil and centrally parted.

His eyebrows are brushed with a tiny silver comb.

His cheeks are pinched.

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

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

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

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

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

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

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

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

		UNCLE OTTO
	We are all concerned about you.

		LEOPOLD
	Ahh, here it comes.

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

		LEOPOLD
		(wearily)
	I do not know.

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

Leopold, stung, takes a moment to compose himself.

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

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

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

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

		THE VALET
		(grandly)
	Go spread joy.

Without looking back, Leopold leaves the room.

INT. BALLROOM - NIGHT

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

INT. BALLROOM DANCE FLOOR - NIGHT

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

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

INT. BALLROOM DANCE FLOOR - NIGHT

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

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

INT. BALLROOM DANCE FLOOR - NIGHT

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

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

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

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

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

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

		CARLSON
	...Julia Carlson.

Leopold takes her hand and kisses it gently.

		CARLSON
	I'm sorry. Will you excuse me?

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

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

		LEOPOLD
	This is my estate.

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

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

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

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

		LEOPOLD
	It is a scandal nonetheless.

Leopold spots Uncle Otto observing him from across the room.

		LEOPOLD
	Miss Carlson, do me the honor?

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

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

		CARLSON
	No, no. Really, I...

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

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

		LEOPOLD
	I suppose we really ought to sing 
	along.

		CARLSON
		(embarrassed)
	Oh, golly.

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

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

		LEOPOLD
	Not at all. It was most enlightening.

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

		CARLSON
	I really must be going.

		LEOPOLD
	I won't hear of it.

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

		LEOPOLD
	I shall see you to the door...

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

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

EXT. GARDEN - NIGHT

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

		LEOPOLD
	Miss Carlson?

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

		LEOPOLD
	Good God...

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

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

		LEOPOLD
	What sort of mechanism is this?

Carlson shakes her head, unsure of how to proceed.

		LEOPOLD
	Answer me!

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

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

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

		LEOPOLD
	What is this? Who are you?

His hand comes to rest on a glowing red lever.

		CARLSON
	Oh, God.

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

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

The machine LIGHTS UP.

		LEOPOLD
	Miss Carlson... I...

		CARLSON
	No!!!

The compartment door snaps shut.

		CARLSON
	Shit!!

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

							CUT TO:

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

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

		DR. KAU
	Shit!!

She turns to her co-workers, warning them.

		DR. KAU
	Shit!!

She looks back at Leopold.

		DR. KAU
	Shit!!

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

		DR. DRAKE
	Good God!

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

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

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

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

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

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

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

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

		DR. DRAKE
	Carlson...!

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

		DR. KAU
	Shit!

INT. LAB - KATE'S OFFICE - DAY

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

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

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

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

The line goes dead.

		KATE
	...say... Goodbye.

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

		DR. PLODDER
	She's back.

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

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

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

		KATE
	...The 7th Duke...

INT. LAB - DAY

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

		DR. DRAKE
		(absently)
	I love Ronald Coleman.

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

		DR. KAU
	Until now.

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

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

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

		KATE
	Calm down.

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

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

They all nod in agreement.

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

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

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

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

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

No one moves.

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

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

		DR. KAU
	I'll do it.

All the scientists face her.

		DR. PLODDER
	You'll look after him?

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

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

		KATE
	Fine.

Leopold stirs. He blinks at the group.

		LEOPOLD
	Where...? What has happened?!

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

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

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

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

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

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

		DR. KAU
	Yes.

They all laugh nervously. Leopold does not.

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

		DR. KAU
	Borrowing funds already provided.

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

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

Leopold nods at them as if they are insane.

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

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

Leopold starts to speak.

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

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

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

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

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

		LEOPOLD
	...19...?

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

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

		DR. PLODDER
	Leopold, calm down!

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

		DR. DRAKE
	We're scientist, not seditionists.

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

He's out the door.

INT. UNDERGROUND HALLWAY - DAY

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

		KATE
	Leopold, wait!

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

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

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

EXT. STREET - DAY

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

		LEOPOLD
	19...?

The doctors reach him. He collapses to the ground.

							CUT TO:

INT. CAR - DAY

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

		KATE
	Squab.

		DR. KAU
	Squab?

		KATE
	I remember reading they ate a lot of 
	squab.

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

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

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

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

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

Dr. Kau stares at Kate in concerned silence.

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

INT. BEDROOM - THE NEXT MORNING

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

There is a KNOCK on the door.

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

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

		LEOPOLD
	I insist on being returned home 
	immediately.

		KATE
	I understand. We're doing our best.

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

		KATE
	You're speaking to him.

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

She smiles.

		LEOPOLD
	Miss... uh?

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

		LEOPOLD
		(coldly)
	A WOMAN of science?

		KATE
	Hard to believe?

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

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

		LEOPOLD
		(confused)
	Are you attempting to be humorous?

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

Leopold regards her dubiously.

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

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

		KATE
		(pen poised)
	Does that make you nervous?

		LEOPOLD
	Certainly not!

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

		LEOPOLD
	The idea! My dear Miss Coles...

		KATE
	Dr. Coles.

		LEOPOLD
	Honey...

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

Leopold watches her with great interest. Finally:

		LEOPOLD
	Honey... For the tea.

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

Kate grabs the teacup grandly and leaves the room.

INT. KITCHEN - MORNING

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

INT. BEDROOM - MORNING

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

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

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

Leopold doesn't react.

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

She moves in close to him, making Leopold uncomfortable.

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

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

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

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

Kate is forced into a stunned silence.

		CHARLIE'S VOICE
	Kate? I'm home.

		KATE
	Oh. Yes. Our chaperone is here.

		LEOPOLD
	Your father?

		KATE
	Sort of. My brother.

		LEOPOLD
	Visiting?

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

		LEOPOLD
		(aghast)
	A CANADIAN?

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

Leopold looks at her blankly.

		KATE
	Okay. If you need anything, just 
	ring.

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

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

Leopold reacts.

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

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

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

INT. CHARLIE'S STUDIO - MORNING

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

		CHARLIE
	What did I do?

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

		CHARLIE
	You were against it.

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

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

		KATE
	Funny ha ha or funny odd?

		CHARLIE
	Both.

		KATE
	That all depends. How was your trip?

		CHARLIE
	Why?

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

		CHARLIE
	Butter me up.

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

		CHARLIE
	Very.

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

		CHARLIE
	Kate!

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

		CHARLIE
	What about a hotel?

		KATE
	This man requires around the clock 
	attention.

		CHARLIE
	I meant for me.

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

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

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

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

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

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

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

		CHARLIE
	Does he have a label?

		KATE
	Leopold.

		CHARLIE
	LEOPOLD? Is he anything like his 
	name?

		KATE
	He's exactly like his name.

		CHARLIE
	Then you owe me ten.

INT. LIVING ROOM - DAY

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

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

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

		LEOPOLD
	Horrible!

He quickly scurries out the hallway.

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

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

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

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

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

INT. DINING ROOM - NIGHT

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

		LEOPOLD
		(finally)
	What is this?

		KATE
	It's called Hamburger Helper.

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

He pushes his plate away.

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

		LEOPOLD
	Is all food here this... textured?

		CHARLIE
	Mine's good.

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

Charlie gives Kate a look.

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

		CHARLIE
	In Canada?

		LEOPOLD
		(after a beat. Firmly)
	In Canada.

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

He pours catsup on his dinner.

		LEOPOLD
	How interesting.

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

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

		CHARLIE
	I have my own, thank you.

		KATE
	Charlie...

		CHARLIE
	Who died and made me Cinderella?

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

		CHARLIE
	It's part of my charm.

		LEOPOLD
	Suppress it.

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

		LEOPOLD
	What is it?

		CHARLIE
	What is it??

		KATE
	Or the Opera or the Ballet?

		CHARLIE
	What is it??

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

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

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

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

		CHARLIE
	In the kitchen?

		KATE
	IN the kitchen. Excuse us.

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

		CHARLIE
	I don't believe this guy!

		KATE
	Try to be nice to him.

		CHARLIE
	I'm always NICE!

		KATE
	Please Charlie, as a favor to me.

		CHARLIE
	He gives me the creeps.

Leopold reacts. He listens self-consciously.

		KATE
	He's different that's all.

		CHARLIE
	What was that crack about domestics?

		KATE
	Charlie, this is important to me.

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

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

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

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

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

They emerge from the kitchen, beaming.

		KATE
		(after a beat)
	We forgot the dessert.

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

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

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

		KATE
		(too sweetly)
	What is it, Leopold?

The bell rings louder, interrupting Kate's routine.

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

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

INT. KITCHEN - MORNING

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

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

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

INT. CHARLIE'S BEDROOM - EVENING

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

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

He tosses them aside carelessly as Charlie seethes.

CLOSE UP: Leopold rings his bell.

INT. HALLWAY - EARLY MORNING

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

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

INT. BATHROOM - EARLY MORNING

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

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

INT. KATE'S STUDY - AFTERNOON

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

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

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

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

INT. BEDROOM - NIGHT

Leopold rings a BIG NEW COWBELL. No one responds.

INT. CHARLIE'S WORKROOM - NIGHT (CONTINUOUS)

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

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

INT. STUDY - DAY

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

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

INT. KATE'S BEDROOM - NIGHT

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

INT. LEOPOLD'S BEDROOM - NIGHT

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

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

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

INT. KATE'S STUDY - AFTERNOON

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

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

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

		LEOPOLD
	The fire brigade!

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

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

		KATE
	Found it.

		LEOPOLD
		(startled)
	A resolution?

		KATE
	No I meant I found my notes.

		LEOPOLD
	Dr. Coles! Changes are in order.

		KATE
	I can hear you.

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

		KATE
	I never...

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

		KATE
	A horse? In New York City?

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

Kate rises.

		LEOPOLD
	That is all for the present.

He grandly hands her a napkin.

		LEOPOLD
	CRUMBS, my dear!

		KATE
		(infuriated)
	Thank you!

Brushing herself off, she heads to the door.

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

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

Leopold waits.

		KATE
	You sir, are no Ronald Coleman!

She storms out.

INT. LAB - EARLY MORNING

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

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

		DR. KAU
	Peach.

They dig in.

		DR. DRAKE
	Any luck?

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

		DR. DRAKE
	My cholesterol level is up 70 points.

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

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

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

		DR. DRAKE
	Nothing. I was just asking.

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

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

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

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

		DR. DRAKE
	Absolutely not.

INT. CHARLIE'S STUDIO - EARLY EVENING

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

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

		KATE
	When did he leave?

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

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

		CHARLIE
	Is he being punished?

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

She heads out the door. Charlie follows.

INT. LIVING ROOM - EARLY EVENING

		CHARLIE
	Kate, calm down.

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

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

Kate takes a LONG pause.

		KATE
	Leopold... is not really from Canada.

EXT. KATE'S APARTMENT BUILDING - LATE AFTERNOON

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

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

The pigeons take flight.

EXT. CENTRAL PARK - EVENING

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

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

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

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

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

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

		KATE
	I'm sorry! I'm sorry!

She continues searching, trying hard to remain calm.

EXT. TIMES SQUARE - NIGHT

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

INT. DELI - NIGHT

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

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

		COUNTER MAN
	You gotta problem with that?

		LEOPOLD
	It seems rather pricey to me.

		COUNTER MAN
	So don't buy one.

		LEOPOLD
	I shan't.

		COUNTER MAN
	So shan't!

He moves on.

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

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

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

		COUNTER MAN
	Get the fuck outta here.

		LEOPOLD
	I beg your pardon?

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

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

		YUPPIE WOMAN
	You tell him.

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

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

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

		COUNTER MAN
	Not in my store you're not.

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

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

EXT. STREET - NIGHT

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

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

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

EXT. N.Y.C. - NIGHT

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

EXT. CLAIRMOUNT STABLES - 4 A.M.

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

		KATE
	Leopold! Leopold, get in.

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

INT. CAR - 4 A.M.

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

She hits him hard.

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

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

		KATE
	Leopold, are you all right?

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

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

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

Kate gently observes Leopold who stares rigidly straight 
ahead.

INT. LIVING ROOM - NIGHT

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

Kate and Leopold walk in wet and exhausted.

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

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

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

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

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

There is a long pause.

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

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

		LEOPOLD
	I understand. It practically races 
	through mine.

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

They look at each other just a second too long.

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

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

		LEOPOLD
	Oh, dear.

They self-consciously head to their respective rooms.

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

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

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

		LEOPOLD
	Thank you for...

		KATE
		(waving it away)
	Oh!

They stand at their bedroom doors.

		LEOPOLD
	Well, goodnight then.

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

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

INT. HALLWAY - BRIGHT SUNNY MORNING

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

		KATE (V.O.)
	Yes?

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

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

		KATE
	Is there something you want, Leopold?

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

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

		LEOPOLD
	Yes, of course. Splendid.

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

Kate smiles.

							CUT TO:

EXT. N.Y.C. - DAY

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

EXT. 5TH AVENUE - DAY

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

		LEOPOLD
	Are you certain this is correct?

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

		KATE
	Certainly I'm certain.

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

INT. BARNEY'S - DAY

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

		LEOPOLD
	Now really. Isn't this better?

Kate nods back begrudgingly, her breath taken away.

EXT. N.Y.C. - DAY

Lincoln Center, Columbus Circle, Gristedes.

INT. GRISTEDES MARKET - DAY

Kate selects a shopping cart, begins to push it.

		LEOPOLD
	Allow me.

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

		LEOPOLD
	Sorry. Oops! Careful there. So sorry.

							CUT TO:

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

							CUT TO:

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

		LEOPOLD
	Have you seen today's paper?

		KATE
	Put it back.

		LEOPOLD
	But...

		KATE
	Back!

Leopold reads the paper totally enthralled.

EXT. STREET - DAY

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

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

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

		LEOPOLD
	Yet people still marry?

		KATE
		(defensively)
	I've heard of cases.

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

		LEOPOLD
	I suspect there is something wrong 
	with you.

		KATE
	There's nothing wrong with me!

		LEOPOLD
	Perhaps it is the way you present 
	yourself.

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

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

		KATE
	You think I'm THIRTY?!

		LEOPOLD
	What?

		KATE
	Do I look THIRTY to you?

		LEOPOLD
	It was an arbitrary number.

		KATE
	You chose it specifically opposed to 
	a lower number.

		LEOPOLD
	I didn't mean it.

		KATE
	...Thirty!

		LEOPOLD
	I apologize... How old are you?

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

		LEOPOLD
	I'm sorry.

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

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

She looks around. Leopold is gone.

		KATE
	Not again...

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

INT. ROBERTA'S - DAY

Kate races in. Leopold talks with a saleslady.

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

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

		SALESLADY
		(giving Kate the once 
		over)
	Yep.

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

INT. ROBERTA'S - DAY

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

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

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

		KATE
	Satisfied?

Leopold and the saleslady stare at her with pleasure.

		KATE
	...What?

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

		LEOPOLD
	You have a lovely face.

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

		LEOPOLD
		(quietly)
	We'll take the dress.

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

INT. LIVING ROOM - LATE AFTERNOON

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

		LEOPOLD
	What is this?

		KATE
	The drug of the 20th century.

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

INT. DINING ROOM - EARLY EVENING

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

		KATE
	Leopold, your dinner's getting cold.

		LEOPOLD
	I'm coming.

He does not move a muscle.

INT. LIVING ROOM - NIGHT

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

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

INT. LIVING ROOM - NIGHT

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

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

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

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

INT. LAB - LATE AFTERNOON

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

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

		LEOPOLD
	Astounding.

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

They move to Dr. Kau's area.

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

Dr. Kau merely grunts. Leopold looks at Kate.

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

They head into Kate's office.

INT. KATE'S OFFICE - DAY

Kate gathers her belongings, Leopold snoops at her notes.

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

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

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

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

They stand together, Leopold grinning sheepishly.

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

		LEOPOLD
	May I accompany you?

		KATE
	You mayn't.

		LEOPOLD
	I am not certain I understand therapy.

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

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

		LEOPOLD
	What exactly transpires during 
	therapy?

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

		LEOPOLD
	I am perfectly able to travel homeward 
	myself.

Kate looks at him skeptically.

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

Kate hesitates.

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

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

She shakes her head and walks out the door.

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

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

INT. SUBWAY STATION - RUSH HOUR

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

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

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

		LEOPOLD
	I can't seem to...

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

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

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

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

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

INT. DANCE STUDIO - EVENING

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

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

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

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

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

		INSTRUCTOR
	All right, kids. Pair up!

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

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

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

The instructor approaches with a look of resignation.

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

		KATE
		(sweating)
	I am!

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

		KATE
		(frustrated)
	It is!

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

		KATE
	I've got the muusic in me.

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

		INSTRUCTOR
	Keep telling yourself that.

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

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

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

INT. LAB - MORNING

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

		DR. KAU
	I've located her.

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

		DR. KAU
	No. She's really not.

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

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

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

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

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

The doctors stare at the photograph. Powerless.

							CUT TO:

INT. CHARLIE'S STUDIO - DAY

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

		CHARLIE
	Is there something on your mind?

There is a pause.

		LEOPOLD
	This is rather difficult for me.

		CHARLIE
	...Uh huh...?

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

		CHARLIE
	Of what??

		LEOPOLD
	Social skills.

		CHARLIE
	Oh.

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

		CHARLIE
	You can imagine my relief.

		LEOPOLD
	The fact is... I need help.

		CHARLIE
	Why not ask Kate?

		LEOPOLD
	I would appreciate the masculine 
	point of view.

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

Leopold looks worried. Charlie puts down his brush.

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

		LEOPOLD
	My walk?

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

		LEOPOLD
		(very defensive)
	STRUT?

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

		LEOPOLD
	I will not.

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

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

		LEOPOLD
	That's enough! Really! You walk.

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

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

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

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

INT. LIVING ROOM - DAY

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

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

							CUT TO:

EXT. N.Y.C. - DAY

Chinatown, Little Italy, chess in Washington Square Park.

EXT. WASHINGTON SQUARE PARK - DAY

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

		CHARLIE
	Interesting?

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

		CHARLIE
	What the hell is that?

		LEOPOLD
	What?

		CHARLIE
	Leopold, are you wearing a corset?

		LEOPOLD
	Naturally.

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

INT. BLOCKBUSTER RECORDS - NIGHT

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

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

		LEOPOLD
	Tchaikovsky. Waltz of the Flowers.

		CHARLIE
		(deadpan)
	Pretty.

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

		CHARLIE
	Megadeath. High Speed Dirt.

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

EXT. CENTRAL PARK - DAY

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

		LEOPOLD
	What in the world...?

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

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

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

Leopold regards them curiously.

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

		ELIZABETH
	I'm sorry!

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

		LEOPOLD
	Is this your child?

		MAN
	Yes.

Charlie braces for the worst. The little girl stares at 
Leopold.

		LEOPOLD
	I see.

		WOMAN
	C'mon honey, lets go.

		ELIZABETH
	I want my ball.

		LEOPOLD
	Just a moment!
		(bending down to 
		Elizabeth, firmly)
	Pick a hand.

She picks his right hand. Nothing. She picks his left. 
Nothing. Leopold looks surprised then pulls the ball from 
his ear. She takes the ball and smiles at him.

		LEOPOLD
	My mother's name was Elizabeth.
		(then to her parents)
	She's a beautiful child. You're very 
	lucky.

		MAN
	What do you say, Elizabeth?

Elizabeth makes an embarrassed face.

		MAN
	Thank you.

Charlie and Leopold continue through the park, Leopold lost 
in thought. Charlie watches him in surprise. They walk on.

INT. DINING ROOM - NIGHT

Leopold talks animatedly. On the table -- Pumpkin pies, pizza 
pies, and pot pies.

		LEOPOLD
	I understand pumpkin pies, pizza 
	pies, and pot pies. But I wish someone 
	would explain Eskimo pies.

He eats a large spoonful of pudding. Kate and Charlie exchange 
a worried look.

		LEOPOLD
	You smoke Camel's, you wear Old 
	Spices, and you drink Mountains Dew. 
	It's revolting.
		(to Kate)
	The pudding tonight is excellent. 
	Another thing I've noticed, everyone 
	is in a great rush today. Instant 
	Oatmeal, Instant Coffee, Speed Stick, 
	Minute Maid. You'll find there's 
	much to be said for moderation and 
	languor.

He eats another spoonful.

		LEOPOLD
	Mmmm. Is it tapioca?

		KATE
	It's margarine.

		LEOPOLD
		(taking the spoon out 
		of his mouth)
	It's marvelous.

		CHARLIE
	Well, I'm off.

		KATE
	Me too. Work to do. Where are you 
	going?

		CHARLIE
	I'm meeting everyone over at Caffeine. 
	It's this coffee house we go to.

		KATE
	Say hello to Dennis for me.

		LEOPOLD
	Who is that?

		CHARLIE
	Dennis is this really good looking 
	friend of mine who doesn't know Kate's 
	alive because SHE doesn't know how 
	to flirt.

		KATE
	As a rule I don't like to associate 
	with really good looking people. It 
	makes me feel really... I don't 
	know... Smart. But Dennis is a nice 
	guy.

		CHARLIE
	And he always picks up the check.

		LEOPOLD
	Sounds enjoyable. I shall join you.

		CHARLIE
	What?

		KATE
	That's a wonderful idea! Leopold 
	mentioned how he wanted to meet... 
	People of quality was it?

		CHARLIE
	Ahhhhh?

		LEOPOLD
	If you'd rather I didn't go...

		KATE
	Nonsense! Charlie, you don't want to 
	hurt Leopold's feelings. He's going 
	to think you don't want him to go.

		CHARLIE
	Oh it's not that. It's just that 
	it's sort of a vulgar crowd, is all. 
	I'm not sure you'd have such a good 
	time.

		LEOPOLD
	A little ribald humor? I'm not as 
	big a stick in the mud as you might 
	think! I'd enjoy a gay night out, 
	kicking up my heels.

There is an awkward pause. Leopold is so enthusiastic and 
sincere that despite a feeling of disaster Charlie relents.

		CHARLIE
	Finish off your Parquet and we'll 
	go.

Charlie gives Kate a look of death as we:

							CUT TO:

EXT. CAFFEINE - NIGHT

Charlie and Leopold approach Caffeine, a trendy coffee house. 
Charlie looks in the window.

		CHARLIE
	There they all are. Now one more 
	thing. Throw the words "like" and 
	"you know" into a sentence whenever 
	possible. It's how people talk today.

		LEOPOLD
	Proper speech does not cease to exist 
	simply because it is ignored.

		CHARLIE
	Please?

		LEOPOLD
	Charles, you needn't fret. I have 
	the walk down pat. I will not give 
	myself away. Like.

		CHARLIE
		(looking in the window)
	Oh shit!
		(correcting himself)
	Shoot.

		LEOPOLD
	What is it?

		CHARLIE
	Patrice. See that girl? The blonde 
	one? She's so inconceivably hot.

INT. CAFFEINE - NIGHT

Patrice, a tall blonde sits at a large round table, talking. 
She is very beautiful.

EXT. CAFFEINE - NIGHT

		LEOPOLD
	She's very pretty.

		CHARLIE
	She's mine.

		LEOPOLD
	Congratulations.

		CHARLIE
	Ok not exactly mine. But I saw her 
	first.

		LEOPOLD
	I understand.

		CHARLIE
	Okay. I guess we should go in. I 
	don't suppose we could tell everyone 
	you don't speak English?

		LEOPOLD
	Of course not. Let's go inside.

Leopold walks his casual walk inside, followed by a very 
reluctant Charlie.

INT. CAFFEINE - NIGHT

Charlie's friends are sitting at a table talking. They are a 
relaxed and friendly group. Charlie and Leopold approach.

		ALL
		(ad lib greetings)
	Charlie! Where've you been? etc.

		CHARLIE
	Hi. Uh everyone, this is my friend, 
	Leo.

		BILL
	Hey.

		LEOPOLD
	Hey.

		DENNIS
	Waz up?

		LEOPOLD
	Waz up?

		PATRICE
	How are ya?

		LEOPOLD
	How are ya?

		CHARLIE
		(after a beat)
	Leo's staying with us for a while.

Charlie pulls out a chair for Leopold but Leopold sits next 
to Patrice instead. Patrice takes out her cigarettes.

		LEOPOLD
	May I?

		PATRICE
	Help yourself.

Leopold takes a cigarette, lights one for Patrice, then his 
own.

		LEOPOLD
	Thank you, my dear.

		CHARLIE
		(at a loss)
	Um?...
		(all look at Charlie)
	...I have nothing to say.

		LEOPOLD
	You did not tell the truth about 
	Patrice, Charles.

		DENNIS AND BILL
	CHARLES??

		CHARLIE
	What did I tell you, LEO?

		LEOPOLD
	He informed me you were inconceivably 
	HOT, but I think you're lovely. 
	Exceptionally lovely.

		PATRICE
	Thank you, Leo.

		CHARLIE
		(to the waitress)
	Check please.

INT. SUBWAY - NIGHT

The subway car is inhabited solely by Leopold, Charlie, and 
the oldest Ukrainian woman in New York City. Despite the 
fact that the train is empty, they are all seated on the 
same bench.

Charlie stares straight ahead refusing to even look at 
Leopold. The Ukrainian woman hangs on every word.

		CHARLIE
	Just drop it Leopold.

		LEOPOLD
	But Charles, it is so ridiculous. I 
	am not interested in her.

		CHARLIE
	Hah!

		LEOPOLD
	In any case the problem is not with 
	me but with you.
		(quietly)
	You have no idea what it takes to go 
	about courting a woman. From what 
	I've witnessed tonight, it is 
	symptomatic of your entire generation.

		CHARLIE
		(almost speechless)
	You are some piece of work, Leopold.

		LEOPOLD
	Now I do not wish to get personal...

Charlie bursts into ironic laughter and looks at the old 
woman. She rolls her eyes.

		LEOPOLD
	But you have been of great assistance 
	to me and I feel this is one area 
	where I can be of some real help.

		CHARLIE
	I'm fascinated. Go on.

		LEOPOLD
	Now, why was I successful with this 
	young lady and why did you so 
	miserably fail?

		CHARLIE
	What makes you think she likes you?

		LEOPOLD
	Well she gave me the number of her 
	telephone and I assumed it meant...

		CHARLIE
	Go on.

		LEOPOLD
	As I see it, the girl hasn't an 
	inkling of your intentions. And it's 
	no wonder. You, Charles, are a Merry 
	Andrew.

		CHARLIE
	A what?

		LEOPOLD
	A Merry Andrew.

		CHARLIE
	I am not!!

		LEOPOLD
	Everything plays like a farce to 
	you. The more wit, the less courage. 
	I believe the modern woman desires 
	passion, protection, sensitivity. No 
	woman wants to be romanced by a 
	buffoon.
		(the old woman shakes 
		her head)
	Banter and repartee are fine but you 
	must add to that a different sort of 
	playfulness.

		CHARLIE
	You think I should pounce?

		LEOPOLD
	I'm saying you must treat her with 
	respect. Any oaf can attempt a crude 
	pass. A woman of Kate's stature would 
	never respond to an artificial tactic.

		CHARLIE
	Kate?

		LEOPOLD
	What?

		CHARLIE
	You said Kate.

		LEOPOLD
	I did not.

		CHARLIE
	Yes you did. Didn't he say Kate?

The old woman nods.

		LEOPOLD
	We are discussing your problem.

		CHARLIE
	Not anymore. You like my sister.

		LEOPOLD
	Charles...

		CHARLIE
	She has trouble with men, you know.

		LEOPOLD
	Perhaps she has not met the right 
	one.

		CHARLIE
	She has met the right one. HUNDREDS 
	of times. But she pulls back. She 
	cuts herself off. You turn around 
	and suddenly you're dating a Sphinx.

		LEOPOLD
	One never can tell.

		CHARLIE
	Does Kate know how you feel?

		LEOPOLD
	No...

		CHARLIE
	Have you made your intentions known 
	to her?

		LEOPOLD
	No...

		CHARLIE
	Who's the Merry Andrew now?! I think 
	you're all talk and no action. What 
	are you waiting for?

		LEOPOLD
	I do not know if there is a future 
	in it.

		CHARLIE
	Well Leopold, no one ever does...

							CUT TO:

INT. LEOPOLD'S BEDROOM - NIGHT

Kate enters with an arm load of Leopold's discarded clothes. 
She drops them on his bed and begins to hang them in his 
closet.

A notebook falls from his pants pocket. She puts it on the 
bureau. A beat. She quickly picks it up, sits on the edge of 
the bed and starts to read.

		KATE
		(reading out loud)
	Royal family -- Uncouth. Making Out -- 
	slow soulful kissing... Woman as 
	equals??

She flips a page.

		KATE
	Who drove the Chevy to the levy and 
	why was it dry?

Kate smiles. She flips the page.

		KATE
	Eyes shine when she talks about... 
	science. Raises her voice when she 
	knows she's wrong. BOSSY, BOSSY, 
	BOSSY. Lose my train of thought when 
	I see her smile. Most beautiful when 
	she's angry. Honorable heart... 
	Peasant feet.

The front door is heard slamming. Kate, alarmed, stuffs the 
notebook back in Leopold's pocket. She races to the door; 
glances back at the notebook, turns off the light and scurries 
from the room.

INT. HALLWAY - LATER THAT NIGHT

The corridor is darkly lit. Kate leaves the bathroom as 
Leopold enters. They collide and separate but remain close 
together. Both are dressed in pajamas and speak softly.

		KATE
	Ooops. Bread and butter.

		LEOPOLD
	What's that?

		KATE
	Bread and butter. It's an old 
	saying... Well not to you I guess. 
	You say it when you pass someone in 
	a cramped space. As close as bread 
	and butter.

		LEOPOLD
	I see.

		KATE
	So. Did you have a good time last 
	night?

		LEOPOLD
	It was very interesting.

		KATE
	Did you find that person of quality?

Leopold looks at her a moment.

		LEOPOLD
	Yes. I did.

		KATE
	Well... fine.
		(there is a pause)
	I guess it's time to turn in.

		LEOPOLD
	Yes.

		KATE
	Goodnight.

She reaches her door. Leopold stops her.

		LEOPOLD
	Kate?

She turns. Leopold grasps for the words but the habit of 
inaction returns.

		LEOPOLD
	Goodnight.
		(he slowly closes the 
		door)

INT. PATRICE'S APARTMENT BUILDING - DAY

Charlie stands at Patrice's door with a large painting. He 
looks over at Leopold hiding the next doorway over. Charlie 
knocks. She opens the door.

		CHARLIE
	Hi. I brought you some flowers.

He hands her the flower filled painting.

		PATRICE
	Charlie!

		CHARLIE
	Miss Wochuchowski? I was wondering 
	if you would do me the great honor 
	of accompanying me to the cinema 
	tonight. And allowing me the privilege 
	of escorting you to dinner afterwards.

Patrice shyly studies the painting.

		PATRICE
	It's beautiful.

Charlie quickly looks at Leopold pleadingly. He really does 
not want to say this next part. Leopold, however, is adamant.

		CHARLIE
		(deadpan)
	Gracing me with your conversation 
	and company would mean the world to 
	me.

There is a long pause. Patrice watches Charlie in disbelief.

		PATRICE
	Um... 7:00?

		CHARLIE
	7:00 is fine. I'll call for you then.

They smile at each other for a long moment.

		LEOPOLD
		(silently mouthing)
	Goodbye.

		CHARLIE
	Goodbye.
		(she closes the door)
	It worked!

		LEOPOLD
	Of course it did.

		CHARLIE
	Leopold, I... I'm... I have no idea 
	what to do next!

		LEOPOLD
	Charles. Leave everything to me.

		CHARLIE
	Not so fast, buddy. You're next.

INT. LIVING ROOM - DAY

Kate is by the bookshelf gathering reference books on time 
and space. Leopold enters. He is suddenly embarrassed and 
doesn't know how to proceed.

		LEOPOLD
	Good morning.

		KATE
	Good morning. You're up early.

She moves to her computer on the other side of the room. 
Leopold follows. Before she can sit down, Leopold pulls out 
her chair. She falls to the ground. He rushes to her side 
immediately.

		LEOPOLD
	I'm terribly sorry!!

		KATE
	Happens all the time...

She opens a reference book and slowly begins typing at her 
computer. There is a pause.

		LEOPOLD
	Dr. Coles?... ah, Kate? I was 
	wondering...

She stops working and looks at Leopold.

		LEOPOLD
	What it is you're working on.

		KATE
	Oh. It's my computer.

She resumes her work.

		LEOPOLD
	I see. Actually I meant the work 
	itself.

		KATE
	I'm researching the correlations 
	between your time and the present.

Leopold stares blankly.

		KATE
	I'm TRYING to get you home, Leopold.

		LEOPOLD
	Oh.

Charlie peaks in, signaling Leopold, spurring him on.

		LEOPOLD
	I have never seen a woman work as 
	diligently and extensively before.

		KATE
	It's made me the man I am today.

		LEOPOLD
	It's quite a beautiful day, have you 
	noticed? Perhaps you would permit 
	yourself some time off and grant me 
	the privilege of escorting you around 
	the city this fine Spring afternoon.

		KATE
	Oh, I'd love to but I can't. I've 
	got too much work to do. Ask Charlie 
	though. He'll go with you.

		LEOPOLD
	I'm afraid it really wouldn't be the 
	same. It is YOUR company I am seeking.

Surprised, Kate turns around and looks at Leopold.

		KATE
		(gently)
	Oh, Leopold. I'm so sorry. I can't.

		LEOPOLD
	I see. Some other time then.

		KATE
	Yes... Thank you.

Leopold sits at the far end of the room. Kate takes a moment 
then resumes typing. She STOPS and sits back in her chair. 
After a long moment, she subtly unplugs the computer with 
her foot and starts banging on the top of it.

		KATE
	Oh for crying out loud. Would you 
	look at this? Leopold? The computer's 
	on the blink again.
		(she bangs harder)
	Cheap piece of equipment. I can't...

		LEOPOLD
	Maybe if you...

		KATE
	NO, no, it does this all the time. 
	Just have to wait it out.

		LEOPOLD
	I see.

		KATE
	Darn.

		LEOPOLD
	...Perhaps it is a sign?

		KATE
	Oh, you think?
		(she smiles at Leopold)

EXT. CENTRAL PARK - DAY

Leopold trots his horse expertly along the horse path. Kate 
follows, clutching the horses neck, bouncing like a clown.

		KATE
	I... I must have gotten a funny 
	horse...

Leopold turns and rides around Kate.

		LEOPOLD
	Allow me.

EXT. CENTRAL PARK - DAY

Bethesda fountain. Boats on Central Park Lake. Couples in 
Sheeps Meadow.

Holding the reins of Kate's horse in one hand, Leopold grasps 
Kate's waist with the other as they ride a single horse 
through the greenery of Central Park.

EXT. MOVIE THEATRE - THE THALIA - DAY

A revival house. On the Marquee: "The Tenuous Duke" starring 
Ronald Coleman.

INT. MOVIE THEATER - DAY

Kate and Leopold eat popcorn, Milk Duds, M & M's, and large 
drinks. The lights go down and the movie begins.

The enormity of the medium strikes Leopold at once. He 
involuntarily leans back in his chair grabbing Kate's 
shoulder, watching attentively. After a bit:

		LEOPOLD
	Is that supposed to be my hair? Do 
	you see how they think my hair looks?

Kate looks over at Leopold and nods. Through his eyes, she 
too experiences movies for the first time. She moves close 
to him.

EXT. N.Y.C. - DAY

Grammercy Park, The Guggenheim Museum, Central Park Plaza, 
The Metropolitan Museum.

EXT. METROPOLITAN MUSEUM - DAY

Kate and Leopold bound up the steps, entering the museum.

INT. MUSEUM - DAY

Modern art exhibit. Leopold stares blankly at an empty white 
canvas. He turns to Kate questioningly.

		KATE
	That's simplicity in it's purest 
	form. It speaks volumes in it's 
	nothingness. Whiteness representing 
	emptiness. Hopelessness. It's bleak. 
	Bleak!

Leopold eyes the painting skeptically. They move to the next 
object d'art. A toilet.

		LEOPOLD
	Aaand this represents...?

They burst into giddy laughter.

		KATE
	Absolutely nothing.

They round the corner, moving to the next room. Leopold's 
smile fades.

CLOSE UP: A painting of privileged Victorian society.

Shaken, he gazes at a painting in a dream-like state.

		LEOPOLD
		(very quietly)
	I'd almost forgotten how beautiful 
	it was. Truly. Beautiful.

Kate smiles sadly at Leopold. They slowly walk out.

INT. LIVING ROOM - NIGHT

We hear keys in the lock and laughter outside as Kate and 
Leopold enter.

		LEOPOLD
		(laughing)
	M & M's, CBS, FBI.

		KATE
	VIP, VHS, VCR.

They collapse on the couch.

		LEOPOLD
	Ah, JFK, PDQ, XYZ.

		KATE
	I don't know. K.D. Lang.

		LEOPOLD
	I don't know how you keep up with 
	it. I'm exhausted.

		KATE
	So am I.

		LEOPOLD
	I'll tell you what. Why don't I 
	prepare dinner tomorrow night? I 
	never have before. I mean even before 
	I hit town. "Hit town" How's that? I 
	can't imagine what it'll taste like, 
	but I don't think it will be any 
	worse than your cooking.

		KATE
	Leopold, I have a date tomorrow night.

		LEOPOLD
	I see.

		KATE
	A blind date.

		LEOPOLD
	Oh, I'm so sorry.

		KATE
	No, that just means I haven't met 
	him before. It was set up through 
	friends.

		LEOPOLD
	Ah!

		KATE
	A hazard of single life... I'm turning 
	in.

Kate gets up. Leopold automatically stands.

		LEOPOLD
	Another time then.

		KATE
	I'm sorry.

		LEOPOLD
	It's quite all right.

As she gets to the door, she stops.

		KATE
	Leopold? I had a wonderful time today. 
	I can't remember the last time I 
	took the day off and just played. 
	I'd forgotten how beautiful this 
	city can be... I want to thank you 
	for that.

		LEOPOLD
	The pleasure was mine.

Kate smiles at Leopold and goes out.

INT. LIVING ROOM - NIGHT

Charlie, in a tie, is standing with Leopold at the dining 
room table. Kate wearing too much makeup for her date, runs 
into the bathroom in a BRIGHT RED DRESS.

		CHARLIE
	It's a very fancy restaurant, Leopold. 
	Are you sure you can teach me 
	everything there is to know?

		KATE
		(from the bathroom)
	Just don't swipe the silverware and 
	give yourself away.

		CHARLIE
	Nobody's talking to you.

		LEOPOLD
	It is very simple. I will be your 
	date. Just behave as you normally 
	would and I'll correct you along the 
	way. Now, escort me in.

Charlie and Leopold move across the room. After a beat, 
Charlie magnanimously gestures for Leopold to go first. 
Leopold gives his approval. Kate rushes out of the bathroom 
in a tight BLACK dress.

Leopold and Charlie elegantly walk to the table. Charlie 
sits down, pleased. Leopold remains standing, incensed.

		CHARLIE
	Now what?

Leopold takes a cloth napkin, hits Charlie upside the head. 
Hard.

		LEOPOLD
	Pull the chair for a lady! Clod.

		KATE (V.O.)
	No name calling.

		LEOPOLD
		(to Kate)
	Well, really!

Charlie stands up and pulls out the chair. As Leopold sits, 
Charlie pushes the chair in to hard.

		LEOPOLD
	You're not shoveling coal into a 
	furnace, Charles. Glide the chair in 
	gently. Gently. Try it again.

Charlie gently glides Leopold to the table. He remains 
standing, not sure what to do next.

		LEOPOLD
	Well, sit down!

		CHARLIE
	Now don't burst a vein or anything, 
	but there are quite a few knives and 
	forks here. How do I know what each 
	one's for?

		LEOPOLD
	Merely start from the outside and 
	work your way in.

		CHARLIE
	What kind of beer should I order?

		LEOPOLD
	Beer!

		CHARLIE
	I WAS KIDDING!

		KATE
	How do I look?

Leopold and Charlie stand. Kate poses in the gown picked out 
by Leopold. Leopold smiles brightly.

		LEOPOLD
	You look exquisite, Katherine.

		KATE
		(almost sadly)
	Thank you, Leopold.

She looks at Leopold not knowing what to say. Finally

		CHARLIE
	This is a tie I'm wearing.

		KATE
	You look very nice, Charlie.

		CHARLIE
	Yes. I know.

The doorbell rings.

		KATE
	That must be him.

		LEOPOLD
	Your bland date?

		KATE
	Blind date.

		CHARLIE
	Remember to breathe, Kate. And don't 
	use to many big words. You'll scare 
	the poor slob away.

		KATE
		(moving to the door)
	This is always the scary part.
		(she sings)
	"Open the door to my, Mystery Date."

She opens the door and looks straight up. Leopold and Charlie 
peer in closer to get a better look. In the doorway stands 
LARRY, great looking, very tall, a winner.

		LARRY
	Hi. Kate?

		KATE
	Larry?

Kate turns back to the others with a frozen smile.

		KATE
	Well, I'm off.

		LEOPOLD
		(giving Larry the 
		once over)
	Kate, may I have a word with you?

		KATE
	Now?

		LEOPOLD
	Yes.
		(as they cross the 
		room)
	I DON'T like the look of him.

		KATE
	What are you talking about?

		LEOPOLD
	Cad. I can spot one a mile away.
		(he helps her with 
		her coat)
	I shall escort you out myself. I 
	will act as your chaperone.

		KATE
	That isn't necessary. I'll be fine.

		LEOPOLD
	It is no trouble.

		KATE
	Goodnight, Leopold.

		LEOPOLD
	But...

		KATE
	Goodnight.

She is gone. Leopold stares after her, dejected.

INT. SPORTS BAR - NIGHT

Kate and Larry are led to their table. Larry sits down. Kate 
remains standing.

		LARRY
		(friendly)
	Sit down.

		KATE
		(sighs)
	Thank you.
		(she sits)

		LARRY
	So. How am I doing?

		KATE
	I beg your pardon?

		LARRY
	How am I doing? First date. You 
	pleased? You disappointed?

		KATE
	Undecided.

		LARRY
	I see.

He snaps his fingers to get the waiters attention startling 
Kate. She laughs nervously.

		LARRY
	So. What did Jeannie say about me?

		KATE
	About you? Ah, she said you were 
	tall.

		LARRY
	6'3.

		KATE
	And nice looking.

		LARRY
	Thank you.

		KATE
	Thank her. And that you persevere 
	ardently on Wall Street.

		LARRY
	Well, I work there...

		KATE
		(after a beat)
	That must be very interesting.

		LARRY
		(laughing)
	You've obviously never worked on 
	Wall Street.

		KATE
		(laughing along for 
		the hell of it)
	No.

Their laughter subsides. After a beat:

		LARRY
	What else did Jeannie say about me?

INT. THE FOUR SEASONS - NIGHT

The Maitre d' of this very fancy restaurant shows Charlie 
and Patrice to their seats. Charlie motions Patrice to go 
first just as Leopold has instructed.

The Maitre de pulls out Patrice's chair. Charlie gives him a 
look to back off. Charlie effortlessly glides Patrice to the 
table and takes his seat.

		PATRICE
	Have I told you how much I liked 
	your painting?

		CHARLIE
		(beaming)
	Twice.

		PATRICE
	If you get tired of hearing about 
	it, let me know. I have to admit I 
	was sort of surprised when you called. 
	I didn't think you liked me, Charlie.

		CHARLIE
	When I first saw you, I thought...
		(he makes his jaw 
		drop down to the 
		floor)

		PATRICE
	What do you think now?

Charlie smiles and places her hand over his heart. Then he 
makes his jaw drop again. Patrice laughs happily.

INT. SPORTS BAR - NIGHT

Kate and Larry are eating their dinner.

		KATE
	Aaand that's about all Jeannie said. 
	What did Jeannie say about me?

		LARRY
		(smiling)
	She said you were enormously sexy, 
	had a great body, but you don't put 
	out.

		KATE
	Quite a compelling portrait.

		LARRY
		(turning on the charm)
	Would you say it's an accurate 
	portrait?

		KATE
		(leaning into Larry)
	A masterpiece.

INT. LIVING ROOM - NIGHT

Leopold slowly carries a dinner tray to the dinning room 
table. He moves to the window and looks out. After a while 
he pours a glass of wine.

INT. SPORTS BAR - NIGHT

As they eat their dinner Larry drones on.

		LARRY
	So this guy wants to invest $50,000 
	in a stock that's no good. Here's 
	what I do...

Kate stares absentmindedly at Larry, her mind somewhere else. 
She looks down at the fork in her hand. She switches to the 
proper one, reflecting on Leopold's etiquette. She notices 
her napkin lying flat on the table. She reaches for it.

INT. LIVING ROOM - NIGHT

Leopold unfolds his napkin and puts it on his lap. He begins 
to eat his dinner. Slowly. Elegantly. Alone.

INT. SPORTS BAR - NIGHT

Kate places the napkin on her lap. She stares at it a long 
while. Finally she looks up at Larry.

EXTREME CLOSE UP OF LARRY

		LARRY
	I'm telling you the guy was a DICK! 
	A total ASSHOLE!

		KATE
		(jarred awake)
	Who?

		LARRY
	Jeff Murray. The guy I've been talking 
	about. Hello?

		KATE
		(realizing her feelings 
		for Leopold, smiling 
		radiantly at Larry)
	Goodbye.

Then as she leaves, a parting shot.

		KATE
	Don't get up.

INT. LIVING ROOM - NIGHT

Sound of keys in the lock, then Kate bursts through the door.

		KATE
	Leopold?

The living room is dark and empty. She goes through the living 
room, past the hallway, into the bedroom.

		KATE
	Leopold?

His bedroom is empty. He is not there.

		KATE
	Oh, Leopold...

She runs into Charlie's studio and stops short.

Next to Charlie's stern paintings, Leopold's portrait of 
Kate shines in the moonlight. She wears an antique dress. 
She is lovely. Kate sees herself as Leopold sees her and is 
touched. She turns and collides head on with Leopold.

		KATE
	Oh!

		LEOPOLD
	Bread and butter.

He is wearing gloves and an apron. He rubs his bruised head, 
inadvertently leaving a trail of suds along his face.

		LEOPOLD
	You're back early. Did you enjoy 
	your date?

		KATE
		(happily)
	No.

She moves in close, trying to remove the soap from his face.

		KATE
	Here, you've got some...

He wipes his face making it much worse.

		LEOPOLD
	Is it gone?

		KATE
		(laughing)
	No.

She uses the apron to wipe away the soap. They gaze at each 
other and become serious.

		KATE
		(softly)
	A funny thing happened to me on my 
	bland date this evening, Leopold. I 
	really can't explain it. This puffed-
	up, puritanical, blundering, greenhorn 
	kept popping into my mind all night 
	long at the most inopportune times. 
	I couldn't get rid of him.

		LEOPOLD
	How inconsiderate.

		KATE
	Yeah, it was. The harder I tried, 
	the more persistent he became. He's 
	conceited and inflated and unseasoned 
	and it doesn't seem to matter... 
	He's 134 years old but I can't get 
	him out of my head.

		LEOPOLD
	Is he there right now?

		KATE
	Right here. Larger than life.

		LEOPOLD
	I'll protect you...

They kiss. A long romantic passionate kiss.

		LEOPOLD
	Dr. Coles, would you grant me license 
	to dine with you tomorrow evening at 
	eight o'clock?

		KATE
	Permission granted.

		LEOPOLD
	Until tomorrow, then.

They separate. A beat. Leopold gestures for Kate to go first. 
They head down the hallway together into their separate rooms.

INT. LIVING ROOM - NIGHT

The table clock chimes eight times. Leopold enters from the 
kitchen dressed perfectly in the most UP TO DATE style. He 
carries a casserole dish.

A second later Kate enters from the hallway. She is wearing 
an OLD FASHIONED, ANTIQUE DRESS. She looks lovely.

		LEOPOLD
		(a little startled)
	You look beautiful.

		KATE
	YOU do. What have you got there?

Leopold opens the casserole dish.

		KATE
	Hamburger Helper!

		LEOPOLD
	I know you like it.

Kate smiles. She looks behind him into the kitchen. A COLOSSAL 
MESS. Leopold lights the candles and pulls out her chair. 
This time she's prepared. He slides her chair to the table.

INT. LIVING ROOM, LATER THAT NIGHT

The candles have burned down, casting a romantic glow 
throughout the apartment. Louis Armstrong's "What a Wonderful 
World" plays. Kate and Leopold sit on the couch sipping wine.

		LEOPOLD
	Tell me more.

		KATE
	Um, where was I? So after my father 
	died I had to go to work.

		LEOPOLD
	Have you had many jobs?

		KATE
	Many. I got fired from all of them. 
	I'm the most unskilled person I know. 
	But they were just survival jobs 
	while I was still in school. I always 
	knew I wanted to go into science 
	like my father. And I did.

		LEOPOLD
	Do you miss him?

		KATE
	I think about him every day. He was 
	courtly, just like you.

		LEOPOLD
	I think you are a remarkable woman 
	Katherine Coles.

		KATE
	You just don't get out much. You'd 
	be surprised how remarkable I'm not.

		LEOPOLD
	No, it is you who would be surprised.

They kiss. Anxiously they stare into each other's eyes. They 
kiss again. Slowly, Kate leads him to her bedroom door. They 
look at each other, deciding.

Deliberately, cautiously, Kate opens the door.

		LEOPOLD
	Kate...

Kate puts her fingers over Leopold's lips. Gently she leads 
him inside. They slowly embrace as the door closes.

INT. BEDROOM - THE NEXT MORNING

Sunlight floods the room. Clothes are scattered about. Two 
figures lie curled up together sleeping in bed. One of the 
figures rolls around. The covers are pulled back revealing:

		CHARLIE
	Good morning.

		PATRICE
	Morning.

They kiss.

							CUT TO:

INT. LIVING ROOM - MORNING

Leopold wearing a bathrobe is pouring coffee. The table is 
set for a huge breakfast. Kate also in a robe enters from 
the hallway. There is a moment of awkwardness as they see 
each other for the first time.

		KATE
	Morning.

		LEOPOLD
	Good morning.

They kiss shyly. Kate notices the feast.

		KATE
	Look what you've done!

		LEOPOLD
	It's nothing.

		KATE
	Nothing? My own mother never made me 
	a breakfast like this.

		LEOPOLD
	I will have to have a talk with her.

		KATE
	Leopold...

		LEOPOLD
	Kate...

		KATE
	About last night...

		LEOPOLD
	Please sit down.

He pulls out a chair for her and kneels beside her.

		LEOPOLD
	Kate, I had never before been a 
	considerate man. I had, with 
	astonishing complacency, squandered 
	my life, waiting for some incentive 
	to force me into action. You have 
	made me see how rare our time here 
	really is. I am most beholden to you 
	Kate. And always will be.

		KATE
	I sense the word "BUT" entering into 
	this any minute now.

Leopold takes her hands in his. She looks at him defensively, 
bracing for worst.

		LEOPOLD
	Do me the honor Katherine, of becoming 
	my wife.

Kate lets out a very girlish, high pitched scream

		LEOPOLD
	Shall I take that as a "yes"?

		KATE
	Leopold! Did you just ask me to marry 
	you?

		LEOPOLD
	I love you, Kate.

		KATE
	That's entirely beside the point... 
	You're moving way too fast here. 
	Shouldn't we date first? I mean it's 
	obvious the first one went well...

		LEOPOLD
	Where I come from that's pretty much 
	the way it works.

		KATE
	Leopold, even though last night we... 
	loved each other, that doesn't mean 
	this morning we're engaged. It just 
	doesn't work that way now.

		LEOPOLD
		(taking a ring off 
		his fingers and 
		placing it on hers)
	I have loved you since I first set 
	eyes on you. I cannot imagine my 
	life without you beside me. I want 
	to marry you, Kate and make an honest 
	woman of you.

		KATE
	Oh Leopold, sit down.

They switch places. Leopold sits and Kate kneels beside him.

		KATE
	Relationships these days are much 
	more complicated than that. Women 
	today have certain freedoms that men 
	have been taking advantage of for 
	centuries. You must have been aware 
	of that. If you think about it 
	clearly, it should be obvious to you 
	that marriage between us is out of 
	the question.

		LEOPOLD
	Do you not love me Kate?

		KATE
		(almost inaudible)
	Don't ever think that...

		LEOPOLD
	Then consider my proposal.

		KATE
	I'll think it over but I can tell 
	you now the answer is...

He kisses her. It's impressive.

		KATE
		(out of breath)
	Possibly.

		LEOPOLD
		(a knowing smile)
	I need you beside me. I will not 
	give up easily.

		KATE
		(smiling)
	Do what you have to do...

Charlie enters. Kate and Leopold become extremely 
selfconscious.

		CHARLIE
	Morning.

		LEOPOLD AND KATE
		(too casual and too 
		chipper)
	Morning!

Charlie is immediately aware that something is not quite 
right. He studies the two of them and nonchalant sits at the 
table. Kate and Leopold serve themselves breakfast.

		LEOPOLD
		(to Kate)
	Coffee?

Kate nods. As Leopold pours, they look at each other shyly.

		CHARLIE
		(after a pause)
	I would like some coffee.

		KATE
	Of course. Say when.

She pours Charlie's coffee until it overflows.

		CHARLIE
		(deadpan)
	When.

		KATE
	Sorry.

As Kate wipes up the table, Charlie notices her ring. He 
eyes Leopold suspiciously. Leopold concentrates on his plate.

Charlie gives Kate a questioning glance. She smiles at him, 
looking both innocent and guilty at the same time. After a 
beat:

		CHARLIE
	Uh huh.

All smile privately and sip their coffee without another 
word.

							CUT TO:

INT. LAB - NIGHT

Buried behind open books and crumpled up paper, Kate labors 
in earnest.

She stops suddenly, almost violently, and studies the notes 
in front of her. The coffee cup falls from her hand and 
breaks.

		DR. KAY
		(calling from her 
		office)
	Kate, are you all right?

		KATE
	Fine! I'm fine.

She covers her papers and self consciously cleans up her 
mess. She sits down slowly and peeks at her notes. She has 
SOLVED THE PUZZLE that will send Leopold back.

She looks up in disbelief and glances through her window 
around the lab. Everyone is hard at work. Helplessly, she 
stares back at the paper on her desk.

She pulls open her drawer and takes out the picture of 
Carlson. She stares at it for a long time. She opens her 
mouth to call for the others, stops, and looks at the photo.

Slowly, with great indecision, Kate crumples up the paper. 
She returns the picture to the drawer. After a long moment, 
she opens a book, feigning research, her mind a million miles 
away.

INT. KATE'S BEDROOM - NIGHT

Leopold and Kate sit on her bed watching David Lettering. 
Kate clutches her pillow close to her. She looks over at 
Leopold concentrating on the TV with furrowed brow. She smiles 
sadly. She takes her pillow and flings it off her bed. She 
snuggles up to Leopold. They watch TV. Together.

EXT. N.Y.C. - DAY

Central Park in full bloom, Botanical Gardens, The Frock 
Museum.

INT. RESTAURANT - DAY

Leopold and Kate eat lunch. Leopold scans a newspaper. On 
the TV over the bar, Bob Dole is speaking out against gun 
control.

		LEOPOLD
	Public office is apparently still 
	the last refuge for the incompetent. 
	Show me a man who does not want his 
	gun registered and I'll show you a 
	man who should not own a gun. What 
	is a pee-pee girl?

		KATE
	What are you reading?

		LEOPOLD
	The Village Voice. After much 
	consideration, I have decided it is 
	time I join the work force.

		KATE
	As a pee-pee girl?

		LEOPOLD
	Perhaps not that, but I am determined 
	to acquire honest employment.

		KATE
	Leopold, I don't know if that's such 
	a good idea.

		LEOPOLD
	Kate, my life back home was beneficial 
	to no one. I want my new life to 
	have value. I won't make the same 
	mistakes twice.

		KATE
	You have to be patient.

		LEOPOLD
	I could conceivably wait my whole 
	life away.

		KATE
	You're awfully cute when you get 
	causey.

		LEOPOLD
	I will not waste any more time. I 
	must make a difference.

INT. BLOOMINGDALES - DAY

Customers fill the aisles. In the center of it all, Leopold 
is hard at work. He holds a bottle of perfume.

		LEOPOLD
	Try our fragrance? Would you like to 
	try our new fragrance today?

		RICH CUSTOMER
	What is it?

		LEOPOLD
	It is called, POISON.

He squirts some at her.

		RICH CUSTOMER
	Oh! I don't think so. Have you got 
	PASSION?

		LEOPOLD
	I beg your pardon?

		RICH CUSTOMER
	Elizabeth Taylor's Passion?

		LEOPOLD
	Next aisle over.

She leaves. Leopold looks after her.

		LEOPOLD
		(after a beat)
	Give your mother-in-law what she 
	really deserves this season. Give 
	her some POISON.

INT. KATE'S LABORATORY OFFICE - MORNING

The doctors enter Kate's office and closes the door.

		KATE
	Hi.
		(the doctors remain 
		silent)
	What's the matter?

There is a long pause. Slowly Kate realizes the doctors are 
on to her. She puts down her pen.

		KATE
	So you know.

		DR. KAU
	We had to go through your computer 
	to access information. Your 
	calculations have been verified and 
	the final course has been set. Leopold 
	goes back a week from Friday 1:17 
	a.m.

		DR. PLODDER
	How long were you going to keep it a 
	secret, Kate?

		DR. DRAKE
	Were you even going to tell us at 
	all?

		KATE
	I'm not sure.

		DR. PLODDER
	Not sure? What can you be thinking? 
	You can't alter the course of history 
	and assume everything will be okay. 
	It won't be. He has his own destiny 
	to fulfill in his own time.

		KATE
		(quietly)
	You don't understand.

		DR. DRAKE
		(gently)
	He's going back, Kate.

		DR. PLODDER
	It's over.

Kate nods. The doctors slowly leave the room and close the 
door. Just the sound of the clock ticking.

Kate sits at her desk very still.

		KATE
	No... No, no, no.

INT. KATE'S BEDROOM - EARLY EVENING

Charlie knocks and enters.

		CHARLIE
	There you are. I've only been 
	hollering for the last...

He sees her face. Kate's eyes are red and swollen. She lays 
out Leopold's belongings.

		CHARLIE
	Kate? What is it? What happened?

		KATE
		(very detached)
	It's time. Leopold's going back.

		CHARLIE
	Kate...

		KATE
	Yup. I'll get his things together. 
	Tell him tonight.

He goes to her.

		CHARLIE
	Are you all right?

		KATE
		(pulling away)
	I'm fine.

		CHARLIE
	You don't look so fine.

		KATE
	Well I am. It was wonderful having 
	him here, Charlie. He was of 
	invaluable assistance to the project.
		(she shrugs)
	I'll miss him.

		CHARLIE
	You'll miss him?

		KATE
	I will.

		CHARLIE
	Goddamnit Kate, you love the guy!

Kate remains silent.

		CHARLIE
	Kate, don't do this. Please. It's 
	not right.

		KATE
	What am I supposed to DO, Charlie?? 
	I can't go back. He can't stay. I 
	can't let him go. I'm not equipped 
	to deal with this, Charlie. I don't 
	know how.

		CHARLIE
	Listen to me, Kate. Don't! Don't be 
	the ice princess.

		KATE
		(beginning to tear up)
	I'm not!

		CHARLIE
	You are. You can't live your whole 
	life under a microscope. You've got 
	to tell him how you feel.

		KATE
		(breaking down in his 
		arms)
	It's too much, Charlie. It's just 
	too much.

		CHARLIE
	You owe it to him.

		KATE
	I didn't know I could feel like this. 
	I really didn't know.

INT. FANCY FRENCH RESTAURANT - NIGHT

		LEOPOLD
	So I looked him right in the eye and 
	said, 'Ego is nature's compensation 
	for mediocrity.' I turned and I 
	walked. He never said a word... He 
	probably didn't understand it... 
	Kate?

		KATE
		(cold)
	What?

		LEOPOLD
	Are you all right? You're awfully 
	quiet.

		KATE
	I'm fine.

		LEOPOLD
	How was your day?

		KATE
		(taking a long pause)
	It's time.

Leopold looks at her.

		KATE
	We're sending you back.

		LEOPOLD
		(slowly pushing his 
		plate away)
	When?

		KATE
	A week from Friday, early morning.

		LEOPOLD
	No!

		KATE
	It was a mistake, Leopold. It's out 
	of our hands. We can't POCKET people 
	from history like stolen jewels. We 
	haven't the right... I'm sorry. We'll 
	miss you.

		LEOPOLD
	Is that all?

		KATE
	What do you want me to do, fall apart? 
	You'd still be leaving. It wouldn't 
	solve anything.

		LEOPOLD
	Who is this woman sitting across 
	from me?

		KATE
	What do you want me to say, Leopold?

		LEOPOLD
	Tell me that you love me as I love 
	you. Let me hear you say it.

Kate remains silent. Leopold abruptly throws money on the 
table.

		LEOPOLD
	I will not do this. I'm sorry.

We starts out.

		KATE
	Leopold!

EXT. STREET - NIGHT

Leopold walks out of the restaurant trying to remain calm. 
His emotions get the best of him. Finally, exhausted, he 
winds up walking along Central Park South.

Hansom Carriages wait to be taken out. He approaches slowly. 
He stops along side one of the cabs and strokes the horse's 
head.

He looks at the horse for a long time. Then he looks at the 
skyscrapers surrounding him, deciding what to do. He lays 
his face against the horse's head, torn.

							CUT TO:

INT. LIVING ROOM - EARLY MORNING

Kate sits at the dinning room table behind empty Sara Lee 
boxes, pints of ice cream, beer bottles, and is working her 
way through the cookie dough. Leopold enters through the 
front door, DISHEVELED.

		LEOPOLD
	Good God. Look at you. You look awful.

		KATE
	You should see what I'm looking at.

		LEOPOLD
	I went back to the restaurant. They 
	told me you went out looking for me 
	right after I left.

		KATE
	That was pound cakes ago. Where were 
	you?

		LEOPOLD
	I had a lot to think over.

		KATE
	Such as?

		LEOPOLD
	Just where I stand around here.

There is a long pause.

		KATE
		(quietly)
	We should have come up with something 
	together. I might have been spared 
	ten or seventy pounds.

		LEOPOLD
	Is that an apology?

		KATE
	I'm sorry for what I said.

Leopold goes to her. He gently prys cookie dough from her 
hands.

		LEOPOLD
	I'm not going anywhere.

		KATE
	Yes you are...

		LEOPOLD
	I'm not going. I'm staying here with 
	you.

		KATE
	But? You can't! We have no right 
	to...

		LEOPOLD
	It is my destiny. It is my decision.

		KATE
	Have you thought about what you'd be 
	sacrificing? Your influence? Your 
	authority?

They kiss.

		KATE
	Your family, your whole way of life, 
	everything?

They kiss.

		KATE
	You're not just feeling sorry for me 
	because I ate the contents of the 
	refrigerator, are you?

They kiss.

		LEOPOLD
	I love you, Kate. The single most 
	miraculous event in my life was not 
	how I arrived here, but that when I 
	did, I found you.

		KATE
		(overwhelmed)
	Here comes the mushy part!

		LEOPOLD
	After much consideration I've come 
	to the conclusion I no longer desire 
	a large estate with a full staff and 
	ornate grounds.

		KATE
	That's good, because if you're staying 
	I'll probably get fired again. What 
	do you desire?

		LEOPOLD
	A beautiful wife, a small home in 
	the middle of nowhere, lots of 
	children, and fine schools with PMS 
	meetings every other Sunday.

		KATE
	...PTA?

		LEOPOLD
	PTA.

		KATE
	I love you too. I do, Leopold. I 
	love you, too.

They kiss.

INT. LABORATORY - DAY

Leopold and Kate sit calm and resolute. The doctors are in 
an uproar.

		DR. PLODDER
	This is outrageous! I won't allow 
	it!

		LEOPOLD
	The decision is not yours to make.

		DR. PLODDER
	Do you realize what you're saying? 
	You're tampering with fate, 
	preordinance, and God himself.

		LEOPOLD
	We do that every day, doctor. It is 
	called CHOICE.

		DR. KAU
	Dr. Carlson is still over there. You 
	can't simply abandon her. We have to 
	get her back.

		KATE
	Do you think I'm not aware of that? 
	Do you think a minute goes by that I 
	don't feel responsible for her? But 
	SOMEONE ELSE CAN GO.

		DR. KAU
	Only one person can return. The 
	capsule accommodates only one person. 
	Leopold has to find her.

		LEOPOLD
	Perhaps she does not wish to return. 
	Perhaps she's found greater happiness 
	in her new life. It happened to me.

		KATE
	Maybe this is her destiny. Maybe 
	she's of more important use back 
	there.

		DR. KAU
	Julia Carlson died in the Center 
	Factory fire of 1897, two years after 
	she arrived. She was 37 years old.

There is a stunned silence.

		DR. DRAKE
	Dear lord.

		DR. KAU
	She was a friend, Kate. She was never 
	expected to sacrifice her life for 
	this experiment. I won't be a party 
	to it. I know what I'm asking... 
	There's no way we can force you to 
	go. Just think it over.

INT. BEDROOM - 2:30 A.M.

A clock is ticking loudly. Kate and Leopold lie back to back.

		KATE
	You're going back aren't you?

		LEOPOLD
	I keep seeing that poor woman's face. 
	She was terrified.

		KATE
	You said you wouldn't leave me... 
	I've never been lucky. Not one time.

		LEOPOLD
	Six months ago I wouldn't have given 
	it another thought. I wouldn't have 
	lost a moment's sleep. You've changed 
	me, Kate. There is no turning back.

		KATE
	I wouldn't WANT you to change. That's 
	what's tearing me up inside. Either 
	way I lose... You've changed me too. 
	I can't go back to my old life 
	anymore. I can't live like that again. 
	God my heart is pounding like a drum. 
	I've never been so scared in my life. 
	Take me with you, Leopold. God. Take 
	me with you.

		LEOPOLD
	You don't realize what you're saying! 
	You don't understand the kind of 
	life you'd lead. What you'd be giving 
	up.

		KATE
	I'd be with you.

		LEOPOLD
	I can't ask that of you.

		KATE
	Just ask me... Just ask.

		LEOPOLD
	Come back with me.

She slowly turns. She embraces him.

		KATE
	Yes!

EXT. N.Y.C. STREET - NIGHT

Dressed to the nines, Leopold leads a blindfolded Kate through 
the street. She is clumsier than usual.

		KATE
	Where are you taking me?

		LEOPOLD
	This is something I've wanted to do 
	for a long time.

She takes off her blindfold and looks up at the sign: 
ROSELAND.

		KATE
	Leopold?

		LEOPOLD
	This will be very therapeutic.

He takes her arm and escorts her in.

INT. ROSELAND - NIGHT

Leopold leads Kate to the dance floor. He opens his arms and 
Kate steps in the way she was taught in class. Leopold pulls 
her close.

This time there is no pretending. Partnered together, they 
shine. They move beautifully, effortlessly. It's almost more 
than they can bear. As the music plays, they stop. Leopold 
holds Kate tightly. They look at each other for the longest 
time.

							CUT TO:

INT. LABORATORY - EARLY MORNING

Large screen computers are working overtime. Kate, Leopold, 
and Charlie accompany the doctors to the capsule. It is nearly 
time.

		DR. DRAKE
	The time tables have been set. Just 
	strap yourself in and you'll be fine.

		DR. PLODDER
	You have only a twenty four hour 
	leeway before the machine is set to 
	return to us. You must find Carlson 
	within that time frame and get her 
	on board or there will be little 
	chance of her finding a way back.

		LEOPOLD
	I understand.

		DR. DRAKE
	It's been a real pleasure. You have 
	a much nicer smile than Ronald 
	Coleman.

		LEOPOLD
	The privilege was mine.

		DR. KAU
	Goodbye Leopold, and thank you.
		(she gives him a kiss)

		LEOPOLD
	Oh, my.

		DR. KAU
	Don't worry. We'll send Kate to you... 
	as soon as possible. I'll see to it 
	myself.

		LEOPOLD
	See that you do.

		DR. KAU
	You have my word on it.

The doctors leave.

		DR. DRAKE
	Four minutes and counting.

		CHARLIE
	Well? I'll make this quick. Goodbye.

He sticks out his hand.

		LEOPOLD
	Goodbye.
		(impulsively Leopold 
		embraces Charlie)
	I shall miss you Charles, more than 
	you know.

		CHARLIE
	I'll miss you too, Leopold... You're 
	the only one who knows how to program 
	the VCR... Take care of my sister.

		LEOPOLD
	I will.

		CARLSON
	You better. Take care of yourself 
	too while you're at it... So long.

		KATE
	I don't have any words for this.

		LEOPOLD
	I will see you soon.

		KATE
	I know.

		LEOPOLD
	You'll be with me all the time.

		KATE
	I know. I brought you something.

She takes out a ring and slips it on his finger.

		KATE
	So you wouldn't forget me.

		LEOPOLD
	Kate...

		KATE
	So you wouldn't think this was all a 
	dream.

They kiss.

		KATE
	Don't forget about me.

		LEOPOLD
	I love you, Kate.

		KATE
	Wait for me.

		LEOPOLD
	For as long as it takes.

		KATE
	I will come back to you! I will!

		LEOPOLD
	I'll be waiting.

They kiss again for the last time.

		DR. DRAKE
	It's time Leopold.

Leopold holds Kate's face in his hands. Very slowly they 
part.

Leopold takes his place in the machine and straps himself 
in. He places one hand on the red lever and the other against 
the glass pane on the door. Kate comes over and places her 
hand over his. Wordlessly, they say goodbye.

After a moment, Dr. Kau gently moves Kate away. Dr. Plodder 
silently raises his arm, signaling Leopold.

		DR. PLODDER
	9 8 7 6 5 4...

Leopold shifts in his seat, his eyes never leaving Kate's, 
his hand still against the glass.

Kate smiles tenderly at Leopold.

		DR. PLODDER
	3 2 1!

Dr. Plodder drops his arm signaling Leopold. Leopold pulls 
the lever, still gazing at Kate. There is a blinding FLASH 
of light, then darkness.

INT. LAB - MONTHS LATER

Kate raises her head. She sits at her desk surrounded by the 
doctors.

		DR. PLODDER
	I cannot in good conscience let you 
	go. It's out of the question.

		DR. DRAKE
	I can't be a part of it either Kate. 
	I'm sorry.

		DR. KAU
	It's too big a risk.

Kate rises and moves to the window. She is a full NINE MONTHS 
PREGNANT.

		DR. PLODDER
	We cannot guarantee your child's 
	safety. It's that simple.

		KATE
	He's waiting for me. I can feel it. 
	Oh, Leopold...

She gazes out the window, searching the horizon.

							CUT TO:

EXT. A SMALL FARM HOUSE - EVENING

Down from the horizon, a farm house. LEO COLES, 5 years old, 
rocks on his front porch swing. Using his bare hands as 
puppets he carries on a conversation. JULIA CARLSON pulls up 
in her car.

		CARLSON
	Hi. Does Katherine Coles live here?

		LEO
	Yeah.
		(yelling inside)
	MOM??

		CARLSON
	You're Leo aren't you? You don't 
	remember me but I knew you when you 
	were yea big.
		(she holds her hands 
		an inch apart)

		LEO
	Yeah.

		CARLSON
	I'm Julia. I'm an old friend of your 
	mothers.

		LEO
		(proudly)
	We had spaghetti at our house 4 times 
	this week.

Kate comes out on the porch. She looks lovely.

		KATE
	Leo you don't have to holler like 
	that. I'm not deaf...

		CARLSON
	Kate?

		KATE
	...Carlson?!

The two women scream, run to each other and embrace.

		KATE
	Carlson, I don't believe it. It's 
	been... I don't know how many years. 
	What are you doing here.

		CARLSON
	I came to see you, sweetie.

		KATE
	You remember my son, Leo?

		CARLSON
	We've just been getting acquainted.

		KATE
	Well, come inside. Come inside.

INT. KATE'S HOUSE - NIGHT

Kate heads straight for the kitchen. Carlson scans the living 
room before joining her.

Although rustic on the outside, the inside of the house is 
furnished with antiques and is Victorian in style.

		KATE
		(covering her agitation)
	Would you like some tea? I wish you 
	had called before you come over. It 
	would have given me a chance to 
	straighten up the house... myself... 
	my life. Tell me what you've been up 
	to. Catch me up on everyone. I heard 
	you received some big endowment or 
	something. I was going to write, 
	then call, but...

She picks up the cup and saucer but it shakes so violently 
she has to put it down.

		CARLSON
	It's all right, Kate. I understand.

There is a LONG PAUSE. Carlson gets the tea ready. Finally:

		CARLSON
	You'd leave in 9 days. That's not a 
	lot of time to get your affairs in 
	order... And I warn you, it's nearly 
	impossible for an intelligent woman 
	back there.

Kate stands by the back door, looking out at Leo.

		CARLSON
	He's a fine boy Kate. Leopold would 
	be proud. We're aware of your 
	situation but we felt when the time 
	came, you deserved the option.

Kate nods, trembling slightly.

INT. FARM HOUSE - NIGHT

Kate stands in the doorway as Carlson drives off.

		LEO
	Who was that lady?

		KATE
	Just an old friend.

		LEO
	What she want?

		KATE
		(she looks at Leo)
	Nothing important. You brush your 
	teeth?

Leo shows off his teeth.

		KATE
	Then give your old mom a hug and go 
	to bed.
		(Leo gives her a hug 
		and a kiss)
	Good night, cookie.

		LEO
	Good night.

Kate wraps herself in an old blanket and moves through the 
house turning off the lights. It is very guiet. All we hear 
are Kate's footsteps and the sound of the clock ticking.

She makes her way upstairs, enters her bed room. She sits 
down by the window at her desk. She sits a long time lost in 
thought.

She slowly pulls open a drawer and from deep inside pulls 
out an old photo album. She opens it and begins to look 
through.

							CUT TO:

THE PHOTO ALBUM

Inside, old black and white photographs, newspaper clippings, 
magazine articles trace Leopold throughout his life.

A photograph of Leopold looking as he did the night he 
departed this world. He stands stiffly beside his family for 
a formal portrait. Very discreetly, he points to a ring. It 
is the same ring Kate gave him.

A newspaper article shows Leopold donating $100,000 to 
establish a scientific center researching studies in time 
and space.

A magazine picture shows Leopold, the sole male figure, 
marching to give women the vote.

A photograph of a large formal wedding. Leopold, around FIFTY, 
stands alone in the wedding party, surreptitiously pointing 
to his ring.

A magazine article shows Leopold in his SIXTIES establishing 
a scholarship program for studies in physics. He is surrounded 
by academia and subtly points to his ring.

A photograph of Leopold around SEVENTY shaking hands with 
Albert Einstein and smiling broadly for the cameras.

A professional photograph of Leopold at SEVENTY FIVE, sitting 
regally in a chair. Beside him, an EMPTY chair. He rests one 
hand on the back of the chair. The other he holds against 
his chest, showing off the ring.

An obituary with the headline, "Philanthropist, 80, dies in 
bombings.

A tear falls on the page.

Kate cries silently, looking out the window. The camera 
follows her gaze past her property...

							CUT TO:

INT. BANQUET ROOM - YEARS LATER

LEO, 24 and his BRIDE take to the floor for the first time 
as husband and wife and are greeted with applause. Kate, 
older, beautiful, hair cut short, looks on in wonder.

Charlie, standing with Patrice and their 6 blonde children, 
approaches Kate and leads her to the dance floor.

		KATE
	He's so YOUNG, Charlie.

		CHARLIE
	He's old enough.

		KATE
	Look at that idiotic expression on 
	his face.

		CHARLIE
	He's happy.

		KATE
	Of course he's happy. All weddings 
	are happy. It's the living together 
	afterwards that causes all the 
	trouble.

Julia Carlson, under dressed, over anxious, enters the banquet 
hall. She stands at the back of the large room, searching.

Couples fill the dance floor. Across the expansive room, 
over the tops of heads, Charlie and Kate bob amongst the 
guests. Leo cuts in. As they spin, in the briefest of seconds, 
Kate spots Carlson. She pales. They TURN.

Kate peers over Leo's shoulder. Her eyes lock with Julia's. 
Julia nods with purpose. Kate holds onto Leo tightly, not 
wanting to let go. She buries her head in his chest.

		KATE
	Oh, you're so young... I love you, 
	Leo. Always remember that...

From behind, her shoulders shake as she cries.

		LEO
	Mom, we're only moving to Denver.

		KATE
	I know, cookie. I know.

INT. CONTROL BOOTH - NIGHT

From behind a glass partition, Carlson works at her console. 
A monitor counts away the seconds. 59, 58, 57... In the 
darkened lab, Kate, dressed in early 1920s attire, straps 
herself in and smiles tearfully. Their voices echo in the 
lab.

		KATE
	Well...

		CHARLIE
	I know. Me too.

They embrace each other for the last time.

		KATE
	What will I do without you, Charlie?

		CHARLIE
		(softly)
	Live happily ever after.

		CARLSON
		(pushing the intercom 
		button)
	Kate, it's time.

		LEO
		(emotionally)
	Here. It's a letter for my father. 
	Tell him about me and... um, tell 
	him I love him. I want him to know 
	me.

		KATE
	Leo...

		LEO
	Mom, I want you to go.

		KATE
	But...

He puts his finger to her lips. He looks to his wife then 
back at Kate. He nods his head.

		LEO
	Go.

They force themselves to smile, trying to get through the 
moment.

		CARLSON
	Ready!

Charlie, Leo and his new bride stand back. Inside the craft, 
the only light comes from the glowing red lever. Carlson 
raises her arm, signaling Kate. Then to her staff:

		CARLSON
	9, 8, 7...

Kate presses her hand against the glass as a final goodbye. 
She grabs the lever with her other hand and turns away, 
staring straight ahead. Charlie puts his arm around Leo.

		CARLSON
	3, 2, 1!

There is a BRIGHT WHITE FLASH. Kate is gone. The others stand 
there motionless, stunned.

The screen is BLACK.

EXT. A LARGE VICTORIAN ESTATE - 1924 - NIGHT

A FLASH of light illuminates the forest at the Albany estate. 
A BEAT. Kate races from the forest onto a massive lawn, 
stumbling in mud as she hurries to the mansion's entrance.

INT. BALLROOM - NIGHT

Huge double doors open to reveal -- AN ORNATE BALLROOM. The 
creme de la creme have gathered and dance. Kate overwhelmed, 
rushes down an elaborate staircase. Half way down she looses 
a shoe. She hesitates briefly then continues to the dance 
floor.

In the center of the floor, Leopold, looking very 
distinguished and attractive, dances with a flirtatious young 
woman. Try as she might, Leopold keeps her at a distance.

		FLIRT
		(brushing his shirt 
		front)
	I just love a starched white shirt. 
	It's so elegant.

		LEOPOLD
	Thank you.

		FLIRT
	Skeeky.

		LEOPOLD
	Yes. You dance like an angel Miss 
	Beall. You light up the room around 
	you. I thank you.

		FLIRT
		(with a big smile)
	Thank YOU.

The music changes: A LIVELY CHARLESTON. Leopold heaves a 
sigh of relief and makes his way through the crowd, up the 
staircase.

The dancers become an intricate maze, a dead end at every 
turn as Kate searches each male face.

In the foreground, Leopold is stopped by a woman midway up 
the stairs. As they chat, Leopold reaches down and picks up 
the muddy slipper, offering it to her. She turns in a huff, 
flouncing down the stairs.

Simultaneously, in the background, Kate desperately looks 
for Leopold.

Leopold studies the slipper as he makes his way up the stairs. 
He slows down, hesitates and STOPS. Very slowly he turns 
around. He becomes very still. TEARS well up in his eyes.

The ballroom clock strikes MIDNIGHT.

Kate climbs an opposite staircase to get a better view then 
STOPS. In her heart SHE KNOWS. Slowly she turns. Leopold 
stands quietly at the bottom of the stairs, gazing up at 
her. He extends his arm, showing her THE RING. He offers her 
his hand.

The crowd, the room, THE WORLD AROUND THEM, DISAPPEAR. Their 
eyes lock. As she descends the staircase, THE YEARS MELT 
AWAY. Kate's short hair grows long, cascading around her 
shoulders. The fine lines around Leopold's face are gone. 
They see themselves through each other's eyes, at the moment 
of youth, when they fell in love.

Leopold bends down, places the slipper on Kate's foot. He 
rises, looks down at his hands and then up at Kate. His hands 
are caked with mud. She smiles helplessly. Not caring, he 
wraps his arms tightly around her.

MUSIC begins to play, a slow waltz. He nods to her. She takes 
a deep breath. Her head bobs in rhythm. She begins to count 
silently. Leopold smiles, counting along.

THEY DANCE...

An elderly couple watch Leopold with interest.

		LORD WHITEHEAD
	Who is that dancing with Leopold?

		LADY WHITEHEAD
	I've never seen her before.

Kate and Leopold dance past. They are older. As they gaze 
into each other's eyes, they twirl. THE LOOK OF YOUTH RETURNS.

At the center of the floor they stop dancing. THEY KISS. The 
rest of the world dances around them.

Over this background... THE SCRAPBOOK PICTURES BLEED ONTO 
SCREEN.

The old formal wedding photo becomes a photograph of Kate 
and Leopold the perfect bride and groom, both discreetly 
point to their rings.

Kate stands with Leopold as he establishes a scholarship for 
studies in physics.

The old photograph of Leopold and Albert Einstein changes to 
include Kate, waving and smiling broadly for the camera.

The professional photograph becomes a double portrait. It 
shows the two in their 70's, sitting regally in matching 
chairs. They hold hands and smile serenely. Staring directly 
into the camera, they show off their rings.

SLOWLY the scrapbook closes...

Kate and Leopold dance, the music swells as they become lost 
in the crowd. The clock CHIMES. Slowly we...

							FADE OUT:

				THE END

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