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Stepmom (1998)

by Ronald Bass and Gigi Levangie.
Second Revised Draft.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


INT. RACHEL'S BEDROOM - EARLY MORNING

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

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

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

INT. BEN'S ROOM - EARLY MORNING

			RACHEL
	Ben!  You overslept again damn it!

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

			RACHEL
	Get Up Get Up Get Up!

The LUMP under the cover doesn't move.

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

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

			RACHEL
	TWO.

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

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

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

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

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

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

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

INT. HALLWAY - EARLY MORNING

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

			RACHEL
		(bellowing)
	ANNABELLE!  WAKE UP!

ANNABELLE'S BEDROOM - EARLY MORNING

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

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

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

			ANNABELLE
	You lost Ben?!

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

INT. SUBURBAN EXTREMELY WELL-STOCKED KITCHEN - EARLY MORNING

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

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

			RACHEL
		(hands her an apple)
	Here.

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

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

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

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

			BEN
	No.

			RACHEL
	Fine!  Eat in the cupboard.

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

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

			RACHEL
	Fine.

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

			BEN
	You touched it.

			RACHEL
	Then have a donut --

			BEN
	No.

			RACHEL
	Alright starve.

			ANNABELLE
	I'm gonna beep daddy at work.

			RACHEL
	He's badgering a witness.  Eat.

			BEN
	But you told us to starve.

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

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

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

			RACHEL
	Absolutely Duncan I'm on top of
	everything.

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

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

			BEN
	No!

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

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

			ANNABELLE AND BEN
	Mommy!

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

EXT. RACHEL'S LOFT, SOHO - MORNING

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

INT. JACKIE'S VOLVO STATION WAGON - EARLY MORNING

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

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

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

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

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

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

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

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

			BEN
	Annabelle sucked her thumb last night.

			ANNABELLE
	I NEVER do that, you ALWAYS lie!

And SLUGS him.

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

			ANNABELLE
	I hate when you say that.

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

Annabelle and Ben look up at her curiously.

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

			BEN
	I have lava.

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

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

			JACKIE
	Excellent point.

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

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

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

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

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

EXT. PHOTOGRAPHY STUDIO, TRIBECA - MORNING

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

INT. PHOTOGRAPHY STUDIO - DAY

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

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

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

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

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

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

			RACHEL
	And when did that pass?

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

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

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

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

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

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

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

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

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

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

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

			JACKIE
	She said we're getting remarried?

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

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

			JACKIE
	Mrs. Franklin we're not --

			LUKE
	Planning on getting --

			JACKIE
	Remarried.  There is no move.

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

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

			JACKIE
	Are you here?

			LUKE
	I'm here.

			JACKIE
	Because you don't really seem here.

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

			JACKIE
	Something's up wi...

			LUKE
	You think I didn't get that?

She cuts a look at Mrs. Franklin.

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

And reaches.  Does it for him.

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

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

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

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

			LUKE
	Rachel's not half my age.

			JACKIE
	We're not discussing your age.

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

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

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

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

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

			LUKE
	Napalm.

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

			LUKE
	Jackie, she was five minutes late --

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

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

			JACKIE
	Thank you Luke.

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

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

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

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

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

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

EXT. SCHOOL, ENGLEWOOD, NEW JERSEY - MOMENTS LATER

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

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

			JACKIE
	I'm worried.

			LUKE
	Me too.

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

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

			JACKIE
	Easy enough.

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

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

EXT. JACKIE'S HOME - NIGHT

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

INT. JACKIE'S HOME - NIGHT

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

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

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

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

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

			ANNABELLE
	Mass hysteria.

			JACKIE
	Maybe you're upset that Rachel moved in.

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

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

She stops.  It's just too horrible.

			ANNABELLE
	Like who?

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

Ben enters in white gloves and Jackie's scarf.

			BEN
	Pick a card.  Any card.

Jackie picks a card.

			ANNABELLE
	It just slipped out.

			JACKIE
	It happens.

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

			JACKIE
	That will never happen.

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

			BEN
	Queen of diamonds.

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

			ANNABELLE
	I'm gonna call him.

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

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

			BEN
	Poof!  You're happy now.

			JACKIE
	Thank you Ben.
		(unhappily)
	Annabelle!

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

EXT. RESTAURANT, SOHO - NIGHT

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

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

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

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

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

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

			LUKE
		(softly)
	We have to talk.

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

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

			RACHEL
	You'd rather spoil our walk home.

			LUKE
	Yeh, it's cheaper.

Okay, what?

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

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

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

			RACHEL
		(softly)
	Jesus.

He glances over...

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

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

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

			RACHEL
	For what?

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

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

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

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

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

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

			LUKE
	I trust you of course I do but -- 

			RACHEL
	But?  But what?

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

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

He loves her.  But this problem is real.

			RACHEL
	Look.  I know they hate me.

			LUKE
	They don't hate you --

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

			LUKE
	Nobody's telling them to hate you --

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

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

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

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

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

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

			LUKE
	She's a great mother.

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

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

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

			RACHEL
	Hello?

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

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

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

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

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

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

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

Ben ZAPS the magic potion theatrically with his fingertips.

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

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

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

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

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

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

			BEN (O.S.)
	Excuse me --

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

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

			RACHEL
	Thank God for that!

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

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

			ANNABELLE
	This is my daddy's house --

			RACHEL
	This is my house too!

			ANNABELLE
	And this is my room so get out!

			BEN (O.S.)
	Excuse me.

Rachel throws open the door.  Ben stands there innocently.

			BEN
	I made you some cocoa.  See?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

			BEN
	Rachel!  Rachel!

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

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

			ANNABELLE
	Ben!  What's wrong?

			BEN
		(triumphantly)
	I killed her!

Ben and Annabelle gape at one another, stunned.

EXT. JACKIE'S HOUSE - MORNING

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

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

INT. JACKIE'S KITCHEN - MORNING

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

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

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

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

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

			JACKIE
	We don't have any coffee.

			RACHEL
	What is this?  The Betty Ford Center?

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

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

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

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

			JACKIE
	What did you do?

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

Jackie's edge sharpened by Rachel's unease.

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

And...?

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

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

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

Silence.

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

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

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

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

			RACHEL
	I was in there in him.

The air is thick with tension.

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

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

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

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

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

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

			JACKIE
	Get out!

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

			JACKIE
	You got to hell!

Jackie turns away, storming out of the room.

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

INT. YMCA KITCHEN - DAY

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

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

			ANNABELLE
	Ice cold water.

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

Rachel watches from a corner.

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

			ALL THE GIRLS
	Orange peel!

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

			ALL THE GIRLS
	French toast!

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

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

			RACHEL
	She said no.

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

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

She looks down.

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

Eyes down.  Choosing her words.

			RACHEL
	She's really a difficult person...

Looks up.

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

An afterthought...

			RACHEL
	Not that I have a personal stake
	in it.

He comes and kisses her.

			LUKE
	Get ready.  To get really mad.

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

			LUKE
	Not yet.

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

			LUKE
	We have the kids.  Next weekend.

WHAT???

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

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

He puts his arms around her.

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

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

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

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

INT. JACKIE'S KITCHEN - DAY

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

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

Pause.  PULL BACK to see...

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

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

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

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

INT. CLASSROOM - MORNING

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

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

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

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

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

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

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

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

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

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

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

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

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

INT. SCHOOL HALLWAY

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

			JACKIE
	Machines do not EAT message.

			RACHEL
	Look, I...

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

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

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

Said with bottomless pride.

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

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

EXT. JACKIE'S HOUSE - DAY

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

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

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

			LUKE
		(distraught)
	Where are you?

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

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

			LUKE
	You're WHERE?

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

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

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

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

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

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

			RACHEL
	Yeh?

			JACKIE
	Think twice.  Before you ever pull
	that again.

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

EXT. CENTRAL PARK CASTLE - DAY

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

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

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

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

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

			RACHEL
		(to everyone)
	Hold lunch!

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

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

Annabelle and Ben.  Rolling their eyes.

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

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

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

EXT. PARK MEN'S ROOM

Annabelle stands with Rachel by a line of empty urinals.

			ANNABELLE
	What if he's kidnapped?

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

Panicked, she grabs Annabelle's hand.

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

Rachel.  Starting to believe it.

INT. CASTLE TOWER - MOMENTS LATER

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

			RACHEL
	Ben!  Ben we're here!  BEN!

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

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

Rachel once more.  Her life flashing before her eyes.

EXT. POLICE STATION, CENTRAL PARK - LATER

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

INT. POLICE STATION - DAY

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

			JACKIE
	Ben!  Oh my Ben!  Are you alright?

			BEN
	I knew where I was all the time.

INT. AUDITORIUM - THAT EVENING

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

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

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

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

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

			JACKIE
	Shhhhhh!

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

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

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

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

			ANNABELLE
	"Hello!  I am...

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

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

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

			ANNABELLE
		(exploding in tears)
	Oh forget it!

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

EXT. AUDITORIUM FOYER - NIGHT

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

			ANNABELLE
	I hate her.  I really hate her.

			LUKE
	There you are!

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

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

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

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

			ANNABELLE
	I don't ever want to remember this!

A TURKEY approaches.

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

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

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

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

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

			LUKE
	Our children.

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

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

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

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

			LUKE
	Jackie stop.  We promised we never go
	there.

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

			RACHEL
	Why are you taking this out on him?

			LUKE
	Rache, get out of th...

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

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

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

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

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

EXT. NORTH VALE STABLES - DAY

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

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

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

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

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

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

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

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

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

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

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

			BEN
	Does Rachel make a lot of money?

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

			BEN
	I think she's pretty, Mommy.

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

			BEN
	Mommy?

			JACKIE
	What honey?

			BEN
	If you want me to hate her I will.

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

EXT. JACKIE'S HOUSE - NIGHT

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

			JACKIE
	You know, you can come inside the
	house.

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

			LUKE
		(quietly)
	Did you see the lawyer?

Oh.  Well...

			JACKIE
	Called him.  We set an ap...

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

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

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

			LUKE
	Partly.  But partly, you're mad.

Staring.  At each other.

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

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

He takes a breath.

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

			JACKIE
	And I'm supposed to care.

He reaches out.  Takes her hands.

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

She looks in his eyes.

			JACKIE
	Like you cared about me three
	years ago?

He shrugs.  Looks saddened by that.

			LUKE
		(softly)
	Hey.  You kicked me out.

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

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

Now he looks ashamed.  And sorry from his heart.

			JACKIE
		(softly)
	Forget I said that.

He has to tell her...

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

Help me.

			LUKE
	I'd do it for you.

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

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

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

			JACKIE
	...or you will, too.

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

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - AFTERNOON

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

...Annabelle sits.  Alone.  Quietly freaking.

INT. RACHEL'S STUDIO - AFTERNOON

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

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

Stops.

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

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

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

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

INT. RADIOLOGY LAB - AFTERNOON

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

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

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

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

Jackie turns, suddenly focusing...

			JACKIE
	Wait...what time is it?

INT. PRINCIPAL'S OFFICE - AFTERNOON

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

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

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

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

			ANNABELLE
	Now could she just...forget me!

Looks up.  Eyes desperate.

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

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

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

The kid blinks.  A non-compute.

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

			ANNABELLE
	MOMMY!

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

INT. JACKIE'S BATHROOM - NIGHT

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

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

Jackie's eyes come back to focus.  Hmmn?

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

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

			ANNABELLE
	You can try.

More brushing.  Gentler, slower strokes.

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

			ANNABELLE
	Sex.  Of course.

Oh.

			JACKIE
	Well, not exactly s...

			ANNABELLE
	Why does Rachel scream?

Does she mean what Jackie thinks she means?

			JACKIE
	Scream.

			ANNABELLE
	During sex.

Oh.  Again.

			JACKIE
	How would you know sh...

			ANNABELLE
	I live.  In the same country.

Her mother laughs.  Encouraged...

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

			JACKIE
	...why do you think?

			ANNABELLE
	Because it feels really incredibly
	good.

Jackie moves around.  Leans to stare in her eyes.

			JACKIE
	So why are you asking me?

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

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

			JACKIE
		(a murmur)
	Same here, huh?

INT. RACHEL'S DARKROOM - MORNING

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

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

Jackie enters, leaving the door wide OPEN.

			RACHEL
	...in.

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

			RACHEL
	I don't recall inviting you.

Silence.

			JACKIE
	I overhead what you told Annabelle.
	The lie.

Unreadable faces.  What are they feeling?

			RACHEL
	I have a snoop.

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

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

And Jackie.  Finds that interesting.

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

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

			RACHEL
	I need practice.

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

More silence.

			JACKIE
	So why did y...

			RACHEL
	I did it for her.

Straight to her eyes.

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

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

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

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

Hard looks.  All around.

			JACKIE
	However many.  It's not enough.

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

			JACKIE
	Fine, forget it.

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

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

			RACHEL
	Why not just bring the whole toilet?

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

			RACHEL
	Not personally.

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

This silences Rachel.  Jackie hands her a Post It.

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

A beat.

			RACHEL
		(dry)
	Thank you.

And scoops up the parenting paraphernalia.

			JACKIE
		(drier)
	Thank you.

And walks out the door.

INT. STUDIO CORRIDOR - MORNING

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

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

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

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

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

			DUNCAN
		(a beat)
	Gener...

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

Confides...

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

Shakes her hand.

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

An amazing smile.

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

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

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

Backing out the door...

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

The client is beaming.

			DUNCAN
		(clearing his throat)
	We think so.

INT. DOCTOR'S OFFICE - AFTERNOON

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

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

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

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

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

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

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

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

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

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

			JACKIE
	But we can beat it.

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

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

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

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

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

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

A blow.  Jackie absorbs this.

			JACKIE
	That's necessary, huh?

			DR. SWEIKERT
	Let's take our best shot.

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

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

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

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

			DR. SWEIKERT
	Have you still never told him?

A flash of the anger flickers.

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

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

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

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

Hold the look.

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

INT. JACKIE'S BATHROOM - DUSK

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

			ANNABELLE
	Why are you going to a French
	restaurant?

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

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

			ANNABELLE
	What are you gonna talk about?

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

			ANNABELLE
	Then why are you putting on mascara?

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

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

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

			ANNABELLE
	Or blush.  You look pale.

EXT. RESTAURANT - NIGHT

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

INT. FRENCH RESTAURANT - NIGHT

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

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

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

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

He doesn't correct the waiter.

			LUKE
	Still, please.

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

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

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

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

Jackie stares at him stonefaced.

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

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

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

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

			JACKIE
	Just not to me.

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

			LUKE
	Thank you, it's fine...

			WAITER
	Would you like to taste it?

			LUKE
	Can we please have less service, here?

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

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

			JACKIE
	To make it easier for them or you?

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

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

			LUKE
	We...

			JACKIE
	WE are over.

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

On this, Jackie looks down at her hands.

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

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

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

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

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

			LUKE
	Remember when Mommy and Daddy got
	divorced?

			JACKIE
	And we all went through that together?

ON Ben.  OH MY GOD.  He knew it!

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

			LUKE
	Well things are going to change
	again...

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

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

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

			ANNABELLE
	No they're not.

			LUKE
	Annabelle put down that camera.

She ZOOMS in on his face.

			LUKE
	Put down that goddamn camera!

			ANNABELLE
	You owe me a quarter.

			JACKIE
	Look she's upset --

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

			JACKIE
	Daddy and I tried hard.  We really did.

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

Ben runs out of the room.  Luke follows him.

INT. BEN'S ROOM - CONTINUOUS

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

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

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

INT. LIVING ROOM - CONTINUOUS

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

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

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

			JACKIE
	Come.  Sit.

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

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

Don't you?  Annabelle nods, cautiously.

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

			ANNABELLE
	Like how?

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

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

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

Annabelle doesn't.  But she sure is listening.

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

Strokes her baby's hair.

			JACKIE
	That happens.  To families.

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

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

			JACKIE
	I'm counting on it.

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

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

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

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

...stay put.

Ben.  Is astounded.

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

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

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

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

			RACHEL
	Oh my God.  Are you serious?

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

			RACHEL
	I think so too...

They hold each other for a long time.

			LUKE
	It's forever you know.

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

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

She grins.

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

He does.  She hugs him tight.

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

			LUKE
	Rache, it may take time.

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

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

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

Her incredible smile.  Filling even Luke with confidence.

			RACHEL
	But I'm not anymore.

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

			RACHEL
	I'll get this.

A quick kiss.  And she's gone.

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

INT. BEN'S ROOM - LATE NIGHT

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

			BEN
	Are you real mad?

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

She goes to his bed.  Sits down.

			RACHEL
	I made all the pieces disappear.

Oh.  She leans toward him...

			RACHEL
	And you learned...

She kisses his forehead.  Very sweetly.

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

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

			RACHEL
		(softly)
	A night.  Of learning.

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

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

INT. ANNABELLE'S ROOM - LATE NIGHT

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

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

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

Annabelle opens her eyes.  She is thinking.

EXT. JACKIE'S HOUSE - DAY

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

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

The door OPENS.  Jackie is dressed for riding.

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

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

Rachel blinks.  Is she on the right planet?

			ANNABELLE
	Mom, look what Rache got me!

Uh-oh.  The kid holds it up.

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

			RACHEL
	See, I...

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

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

			ANNABELLE
	Wow.  Who's that for?

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

The kid WHIRLS around.  Really?

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

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

			RACHEL
	I'm sorry, I just...

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

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

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

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

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

			JACKIE
	I hope it's the right kind.

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

Jackie strokes her baby's head.

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

The child turns to Rachel, frozen in the doorwary.

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

Rachel swallows.

			RACHEL
	The greatest.

HOLD on the look.  The women share.

EXT. NORTH VALE STABLES - DAY

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

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

			JACKIE
	Like a big sister.

			ANNABELLE
	She knows every neat junk food place.

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

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

			JACKIE
	I bet.

Annabelle studies her mom's profile.

			ANNABELLE
	And don't tell her I told you.

			JACKIE
	Secret's safe with me.

INT. LUKE AND RACHEL'S BEDROOM CLOSET - NIGHT

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

An ashtray filled with butts, and...

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

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

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

			RACHEL
	What the fuck is that?

Her worst fears confirmed...

			RACHEL
	...a tattoo?

INT. HOSPITAL ROOM - NEW YORK - DUSK

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

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

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

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

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

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

			BEN
	And many meatballs.

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

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

			BEN
	Is that like Luigi's?

She loves this kid so much.

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

			BEN
	Where are you, anyway?

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

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

			BEN
	Yes.

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

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

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

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

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

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

			BEN
	Sure.  You got my number.

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

			JACKIE
	That I do.  Always will.

			BEN
	Mom...?

She sniffles...

			JACKIE
	I'm fine, ba...

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

See her relief.  Secret still safe.

			JACKIE
	Nope.

He's crestfallen.

			JACKIE
	We can only have two.

INT. SUPERMARKET - DAY

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

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

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

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

INT. SUPERMARKET MANAGER'S STATION - DAY

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

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

			POLICEMAN
	How would you describe him?

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

			MANAGER
	Is he wearing a red shirt?

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

			JACKIE
	YYYAAAAAAAHHH!

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

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

			BEN
	Nope.  I got my warm t-shirt.

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

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

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

			JACKIE
	You got that right.

EXT. SOCCER FIELD - 3 O'CLOCK PRACTICE

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

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

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

...Annabelle pushes her hair over her eyes.

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

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

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

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

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

As Rachel listens she's unconsciously twisting her hair.

			RACHEL
	What about obsessively picking her
	split ends?

			JACKIE
	Anxiety.

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

			JACKIE
	She was angry at herself.

			RACHEL
	Jackie?

			JACKIE
	Yes?

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

Jackie gives her the trace of a smile.

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

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

			RACHEL
	You feeling all right?

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

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

			RACHEL
	Are you...seeing someone?

Jackie snorts a laugh.  In spite of herself.

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

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

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

			RACHEL
	Wowie.  How wonderful!

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

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

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

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

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

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

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

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

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

			RACHEL
		(softly)
	Sure, if you like.

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

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

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

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

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

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

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

INT. EMERGENCY ROOM - DAY

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

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

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

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

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

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

			BEN
	Dad!  You can talk him into anything!

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

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

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

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

			LUKE
		(softly)
	Nice, huh?

She steps back.  Looks him in the eye.

			JACKIE
	It is.  It's about time.

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

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

			JACKIE
	Stop.  You're making me insecure.

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

			LUKE
	You changed your hair.

And we notice.  It does look different.

			JACKIE
	It's temporary.

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

Her look holds.  An odd extra beat.

			JACKIE
	Not the term I'd use.

He glances back through the doorway...

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

			JACKIE
	Never stand between that kid and
	a meatball.

			LUKE
	Yet another spaghetti night.

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

She pats him on the shoulder...

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

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

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

He really thinks.  Actually...

			BEN
	No.

			JACKIE
	Pray.  We never find out.

EXT. A PERFECTLY MANICURED TWO STORY HOME - DAY

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

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

			STACY
	Does Jackie know this?

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

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

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

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

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

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

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

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

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

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

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

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

			BEN
	I want it!

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

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

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

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

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

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

Rachel takes Ben and leads him into another room.

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

She SLAMS the phone SHUT.  Hands it to Ben.

			RACHEL
	...make it disappear.

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

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

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

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

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

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

Listens.  While everybody watches.

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

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

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

EXT. STACY'S YARD - LATER

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

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

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

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

Rachel nodding.

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

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

Rachel blinks.

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

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

Silence.  In the midst of hysterical children.

			RACHEL
	Thank you for your time.

			SENIOR EDITOR
	Don't mention it.

And Rachel's line.  Is dead.

EXT. JACKIE'S HOUSE - DAY

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

			RACHEL
		(mutters)
	What the hell.

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

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

And stops.  At the doorway of the master bedroom.

			RACHEL
	Who am I kidding.

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

			RACHEL
	Great, I'm leaving prints.

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

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

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

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

HOLD on Rachel.  Trying to put this together.

INT. JACKIE'S KITCHEN - NIGHT

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

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

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

And before she can sit...

			RACHEL
	I know your secret.

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

			JACKIE
	I don't know wh...

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

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

			JACKIE
	My boss.

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

			JACKIE
	You WHAT?

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

And Jackie has to laugh.  Cold.  Bitter.

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

			JACKIE
	Don't flatter yourself.

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

			JACKIE
	Nobody likes a snoop.

			RACHEL
	But I came here to...

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

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

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

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

Rachel is clearly distraught. This is no act.

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

Jackie thinking.  Reading this girl's face.

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

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

And Jackie straightens.  Cocks her head.

			JACKIE
	Did I hear the word...

			RACHEL
	Luke.  Can't live like that.

Ah.

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

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

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

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

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

Rachel lifts her chin.  Defiant and tender at once.

			RACHEL
	No right at all.  I just love them.

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

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

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

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

Rachel's turn to be surprised.  Confused.

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

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

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

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

Rachel's lips part.  But no sound comes.

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

			RACHEL
		(please)
	You're not dying.

The kid so painfully sincere.

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

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

			RACHEL
	You bet you are.

			JACKIE
	How the hell would you know?

			RACHEL
	I don't, but...

			JACKIE
	How would you know anything?

That was sharp.  Rachel startles slightly.

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

That leaves a silence.

			RACHEL
	And cigarettes.  I smoke, too.

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

Listening?

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

She sags back against the counter.

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

Comes forward.  Stalks her.

			JACKIE
	They came out of my body!

			RACHEL
	See, I know that.

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

Leans over the table.  Rachel looks scared to death.

			RACHEL
	Okay, I'm undeserving.

			JACKIE
	Ironic, huh?

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

			JACKIE
	Ironic, that I'm gonna need you.

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

			JACKIE
	To be a little less.  Undeserving.

The look holds.  And holds.

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

And turns, goes to the door.  Turns back.

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

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

			RACHEL
		(calling out)
	This is very good tea!

Then tastes it.  Makes a face.

EXT. BAR - EVENING

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

INT. BAR - EVENING

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

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

			JACKIE
	I thought a phone call was
	inappropriate.

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

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

He loos up.  She studies the pain.

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

			LUKE
	We're going to win this.

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

Tears fill his eyes.  None in hers.

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

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

			LUKE
	What happens next?

			JACKIE
	I live or I die.

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

			LUKE
	Tell the kids together?

She thinks.  A barely perceptible nod.

			LUKE
	Want Rache someplace else?

On that one.  She has to smile.

			JACKIE
	My compliments.  On your learning
	curve.

INT. JACKIE'S KITCHEN - NIGHT

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

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

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

			BEN
	Mommy's marrying Rache!

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

			JACKIE
		(simply)
	Mommy's sick, guys.

			BEN
	You have the WORST flu since...

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

He doesn't.  Someone else does.

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

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

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

			BEN
	Is your bad?

			ANNABELLE
	Shut up.  She's going to die.

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

			JACKIE
	Actually, I'm getting better already.

Straight.  As if to an equal, an adult.

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

			LUKE
	A lot smaller.

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

			BEN
	So you're okay.

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

			ANNABELLE
	You lied to us when you nevertold us!

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

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

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

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

			ANNABELLE
	You lied.  If you lied thennow.  I can
	never belive you again!

			LUKE
	Annabelle, never say 'nev...'

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

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

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

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

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

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

			ANNABELLE
	You are so STUPID!

And she RUNS, halfway to the door...

			LUKE
	ANNABELLE!

She turns, STARTLED at the anger in that.

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

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

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

			BEN
	Annabelle's worse than everybody.

INT. LUKE AND RACHEL'S BEDROOM - NIGHT

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

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

			RACHEL
		(softly)
	It's no biggie.

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

			RACHEL
	It's just an assignment.

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

			RACHEL
	Are you hungry?  You could make
	us something?

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

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

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

			LUKE
	They're my kids.

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

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

			LUKE
	She's not gonna die.

			RACHEL
	I know that.

INT. JACKIE'S BEDROOM - NIGHT

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

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

			ANNABELLE
	I'm sorry you're sick.

From across the room.  Jackie stares at her.

			JACKIE
	I can't hear you.

			ANNABELLE
	THEN TURN OFF THE CARTOON!

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

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

			ANNABELLE
	I said...

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

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

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

			BEN
	That's Rache's song!

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

Wow?  Really?  You bet.  Annabelle chuckles.

			JACKIE
	You think she's the Queen of Cool?

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

			JACKIE
	Does she have a tattoo?

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

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

			JACKIE
	And...?

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

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

			JACKIE
	She is but an arriviste.

A new word, apparently.

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

Annabelle nods.  You betcha.

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

She bumps head gently with Ben.

			JACKIE
	The stud and I will doo-wop.

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

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

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

EXT. ELEMENTARY SCHOOL - NIGHT

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

INT. ELEMENTARY SCHOOL COMMON ROOM - NIGHT

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

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

			JACKIE
	Small world.

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

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

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

			JACKIE
	You're a cross-dresser.

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

Does a Groucho eyebrow move.

			JACKIE
	She hasn't mentioned this.

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

Jackie is hurt.  Covers...

			JACKIE
	Moi?

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

Rachel breathless and happy.  Jackie attentive.

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

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

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

Jackie's mouth drops.

			JACKIE
	Oh, my God.

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

			JACKIE
	She's devastated.

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

Rachel GRIPS Jackie's arm.

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

Devours an entire cookie in one gulp.

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

How about that?

			JACKIE
	And you said...?

			RACHEL
	Beats me.  Ask your mom.

Oh.

			RACHEL
	So she's gonna.  Tomorrow.

Leans closer.  Whispers...

			RACHEL
	Don't fuck this up.

INT. JACKIE'S KITCHEN - DAY

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

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

Annabelle keeps her eyes on her eggs.  A craftswoman.

			ANNABELLE
	No, but I thought till Thursday.

Oh.

			JACKIE
	What's Thursd...

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

			JACKIE
	I could help with the debate.

			ANNABELLE
		(glum)
	Great.

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

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

			JACKIE
	You don't like his friends.

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

They keep peeling eggs.

			JACKIE
	You wouldn't kiss him, huh?

			ANNABELLE
	Not with my mouth open.

			JACKIE
		(softly)
	Good girl.

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

			JACKIE
	And what do you do wh...

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

			JACKIE
	You have to ignore him.

And on this.  Annabelle looks up.

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

			ANNABELLE
	This is a joke, right?

Jackie shakes her head.  Nope.

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

The kid blinks.

			ANNABELLE
	You think Rache would do that?

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

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

Jackie shrugs.  Maybe.  Annabelle studies her.

			ANNABELLE
	This'll work, huh?

			JACKIE
	Oh, yeh.

Annabelle takes heart from her mom's confidence.  Nods, with her
trademark determination.

			JACKIE
	How many devilled eggs can
	you eat?

			ANNABELLE
	Maybe twenty.

Jackie surveys the table.

			JACKIE
	We can always go to the store,
	if w...

A sudden BANGING on the screen door.  They turn to see...

...a breathless six-year-old TUCKER through the screen.  The
birthday boy at the recent party.

			TUCKER
	Mrs. Harrison...?

			JACKIE
	Tucker, is something wr...

			TUCKER
	How tall is your tree?  The really,
	really, really, REALLY big...

			JACKIE
		(shrugs)
	Why?

Uh.

			TUCKER
	How bad would it hurt?  If you
	fell off the top?

EXT. YARD - DAY

AERIAL VIEW of Jackie, Annabelle, Tucker and assorted neighborhood
looky-loo kids from SEVENTY FEET in the air.  Everyone looks like
TINY DOTS running around the lawn.  We realize that we are almost
at the TOP of a giant EVERGREEN TREE.

We see a patch of red.  And now a blue stripe.  The wind reveals
more -- It's BEN CLIMBING to the very top of the tree.  The calling
of his name becoming more and more faint in the distance -- His leg
MISSES a branch -- causing a cluster of PINE CONES to FALL in front
of Jackie -- she looks up screaming --

			JACKIE
	BEEEENNNNNN!

Jackie's POV -- Ben crouched at the top of the evergreen -- as the
wind sways the tree perilously back and forth.

			JACKIE
	Don't move!

SMASH CUT TO LATER, as...

An enormous CRANE moves through the sky.  Jackie holds tightly onto
JESSICA, a diminutive five-foot-tall Firewoman, as they soar skyward
towards Ben.  A slightly condescending tone to...

			JESSICA
	That's quite a grip you have there
	Ma'am.  Do we have an issue with
	heights?

Patronized the wrong gal.  In a crisis.

			JACKIE
		(looking her up and
		 down)
	I don't care if you're a dwarf,
	so long as you do your job.
	BEN!  I'M COMING!  STAY THERE!
	MOMMY'S COMING!

			JESSICA
	Ma'am, my arm's going numb, maybe
	you could loosen your grip just a
	little.

			JACKIE
	That's absolutely out of the question.
	BEN!  I'M HERE!

The crane STOPS.  Ben has climbed to the top branches of the trees;
they SWAY from side to side like a METRONOME.

			JESSICA
	Hello Ben.  Your mother says you're
	real good at disappearing --

Ben tries to climb a little higher -- Branches SNAP.

			JACKIE
	Ben!  Mommy's so glad to see you -- Now
	stop climbing!
		(He keeps climbing)
	Ben listen to me...

			BEN
	No!  I have to get there.

			JACKIE
	Where Ben?

			BEN
	Before you.

			JACKIE
	Ben where do you have to get to?

			BEN
	Heaven.  I have to tell him he's made
	a mistake.  He should take Grammy
	Martha first.  Or Grandpa Norman.

Jackie's heart breaks, unable to speak.

			JACKIE
	Ben.  God doesn't like visitors.

			BEN
	How do you know?

			JACKIE
	Ask her, she's a heroic Fireperson.
	She does this twenty times a day.

			BEN
	Oh.

Jessica begins to crawl out to him on the limb.

			JESSICA
	Oh yeh.  It's in our official manual.

			JACKIE
	That's right, Ben.  That's why Firemen
	have giant ladders and climb up
	and down poles.  They're like...
	messengers... carrier pigeons...
	between heaven and earth.

			BEN
	That's good cause we need to hurry.
	My mom doesn't have very much time
	left.

			JESSICA
	Then you know what we should do?
	We should go to the Fire Station
	together and ring the firebell to
	get God's attention.

			BEN
	Cause it's an emergency.

Ben opens his arms, teeters, and Jessica HAS him.  She reaches him
out, and...

...HANDS him to Jackie, alone in the cherry-picker.  Jackie GRASPS
Ben, pulling him FIERCELY to her arms in a death grip.

From down below, the kids CHEER.  The worst is over.

HOLD on Jackie, clutching her baby for dear life.  Knowing it isn't.

INT. BEN'S BEDROOM - NIGHT

Jackie stands in the doorway watching her son -- her baby boy --
sleeping.  She looks drawn, but even if her body would let her
sleep she couldn't.

			JACKIE
		(a whisper)
	God...I will do anything...I will
	go through any amount of pain you
	give me.  If you'll just let me
	see them grow up.

A slow ragged breath.

			JACKIE
	Is that asking so damn much?

She leaves the room soundlessly.  Ben stirs.

ANNABELLE'S BEDROOM - LATER THAT NIGHT

Annabelle sleeps soundly in the glow of a night light.  Jackie
appears, leaning down to rouse her gently.

			JACKIE
	Annabelle...wake up honey...

			ANNABELLE
		(sleepy)
	Mom?  What's wrong?

			JACKIE
	Nothing sweetheart.

Jackie sits on the edge of the bed, stroking Annabelle's head.

			JACKIE
	I got Ginny Weintraub to come stay
	with Ben.

Annabelle's puzzled look.  Why would you do that?

			JACKIE
	How'd you like to go someplace
	special with me?  Right now.

EXT. NORTH VALE STABLES - NIGHT

The light of the full moon illuminates the night and we see Jackie
and Annabelle sitting on a horse.  Annabelle in front, Jackie with
a strong hold on her.  Both have their nightgowns tucked into their
jeans, coats over them.

			JACKIE
	Hold tight, sweetheart.

She KICKS the horse forward and they HEAD OFF toward the rolling
hills in the distance.  Jackie and Annabelle ride faster and faster
along the trail.  Jackie has one arm firmly around Annabelle's
waist and controls the horse with the other.  Jackie closes her
eyes for a moment, allowing the wind to wash over her.  The smells
and sounds of the night seem to free her, give her strength.
Annabelle relaxes against her mother and giggles with delight.
Jackie soon joins her, and the sounds of their laughter break the
silence of the night.

They come to a stop at the crest of a small hill and we now see the
tears on Jackie's face.  Annabelle can't see, and stares out at the
moonlit valley before them.

			JACKIE
	I'm never, never going to forget this.

Annabelle snuggles back.  Happy.

			ANNABELLE
	Never say never.

Jackie kisses the top of her baby's head.

			JACKIE
	You're old enough to learn the
	loophole.  You can say 'never,
	never'.  If you mean it enough.
	To say it twice.

Annabelle yawns.  So content in her mother's arms.

			ANNABELLE
	I'll remember.  Always, always.

So Jackie grips a little tighter.  Breathes a single word, just
loud enough to hear...

			JACKIE
	Promise.

EXT. JACKIE'S HOUSE - DUSK

Rachel and Luke heading up the path to Jackie's door.  It is early
winter.  Stark trees, a light snow on the ground.  Rachel pulls her
coat tighter around her.

INT. JACKIE'S FRONT DOOR - DUSK

Ben rumbling down the hall to the door.  Stands in front of it, as
the bell RINGS again.

			BEN
	IS THAT YOU?

			RACHEL (O.S.)
	IT'S YOUR GIRLFRIEND, BIG GUY,
	OPEN UP.

So he does.  Gives her a sweet hug.

			LUKE (O.S.)
	Hey.  Remember me?

He enters behind her.  SCOOPS his body in the air.

			LUKE
		(John Wayne)
	Listen up.  That's a pretty big love
	you're givin' my best girl, pard.

			BEN
		(Clint)
	Listen sideways.  I love her and
	you love her.  Now what are we
	gonna do about it?

They follow Rachel down the hall...

			LUKE
		(Mister Rogers)
	We'll share.  Like good neighbors.

They enter the living room.  Annabelle sits sullenly in front of
the TV.  Her overnight duffle and book bag and coat piled beside
her.

			RACHEL
	Hey, gorgeous, where's Big Mama?

No answer.  Annabelle worried about something.

			RACHEL
	She still packing for her trip?

			ANNABELLE
	I killed my math quiz, A-minus.

They slap FIVE.  Go through the ritual of a three-step black guy
handshake.

			RACHEL
	And...other things?  At school?

Annabelle cuts a look in Luke and Ben's direction.  Please not in
front of the menfolk.

			RACHEL
	We'll talk.  I'll go check
	on Mom.

Annabelle frowns at Mom's name.  Rachel strokes her.  Heads down
the hall...

Knocks at the open door to Jackie's bedroom, where Jackie is
calmly, meticulously, laying out things beside her large open
suitcase.  She waves Rachel in, and keeps working.

			RACHEL
		(checking out the
		 stuff)
	It's gonna be cool, huh?

Bulky sweaters.  Wool things.

			JACKIE
	I can never figure weather.  Last
	trip, I made all the wrong choices.

Rachel and we have a better angle now.  Jackie looks awful.  Drawn,
weak, masking pain with obvious courage.

			RACHEL
	Bad day?

Rachel sits on the edge of the bed.  Jackie turns away, goes to her
open chest of drawers.

			JACKIE
	Can't complain.

Even her voice is carefully under control.  Awkward, Rachel looks
around the room.  A stack of photo albums, scrapbooks, open.  Works
in progress.

			RACHEL
	Can I look at the pictures?

			JACKIE
	It's a mess, right now.  That's
	my project when I get back.

So quiet, we can hear a clock TICKING nearby.  Rachel's gaze
returns to the bulky sweaters.  Holds there.

			JACKIE
	See, I'm not going to Houston,
	after all.

Like you obviously figured out.

			JACKIE
	There's this clinic in Montreal.
	We've studied their process, we
	like their success rate...

Two women nodding, in a calm, matter-of-fact way.  As if discussing
recipes.

			JACKIE
	They combine some compounds that
	have been getting results in France,
	with vitamin injections.  Seems to
	activate the chemo...

Silence.

			RACHEL
	So.  Hopeful.

			JACKIE
	It's promising, this one.  We're
	upbeat.

Rachel swallows.  She's out of words.

			JACKIE
	I really look like shit.

			RACHEL
	You look sick.  But you look...
	together.  Mentally tough.

			JACKIE
	Yeh, that's bull.  I'm going for
	serene, they say some actually get
	there.

A shrug.  The first bitterness to seep through.

			JACKIE
	Prob'ly low percentage on mothers.

She sits, unceremoniously, right on the floor.  Pantomimes a smoke.
Rachel goes into her bag.

			JACKIE
	You try to center on the big issues,
	y'know.  What it's all about.  What
	this whole trip has meant.  But then,
	the really big issues keep swamping y...

			RACHEL
	Brad Kovitsky.

Tosses Jackie a pack.  Matches next.

			JACKIE
      	You don't have any pot, I s'pose?

Rachel's eyebrows head north.

			JACKIE
	The primo stuff is great for pain.

			RACHEL
	I think my 'primo shit' got left
	in my 'bellbottoms.'

Jackie lighting up.  Deep soulful drag.

			JACKIE
	So.  She ignores this little Kovitsky
	punk, takes the high moral ground...

Reading Rachel's face.  Who is already wincing.

			JACKIE
		(yeh)
	He's relentless.  A major asshole.

			RACHEL
		(nodding)
	And you said...

			JACKIE
	What else?  Keep on keepin' on.

Oh.  Rachel tries to hide her disappointment.

			JACKIE
	She has to stick with it.  Have
	the patience, the guts, to ignore
	the pain.  You disagree?

Half a beat.  Rachel shakes her head, nope.

			RACHEL
		(softly)
	Hey.  You oughta know.

INT. LUKE AND RACHEL'S DEN - NIGHT

Luke sits with Ben, building a gigantic magic castle from a million
Leggos.  I's architecturally interesting.  Through the window
behind them, a cold winter rain.

			RACHEL (O.S.)
	God, sorry I'm so late...

She is entering, peeling off her jacket.  Tired as hell.

			RACHEL
	Duncan is doing his Himmler
	imitation on this gig.  I got
	yelled at for quitting at eight.

Under Luke's patient exterior, the stress is showing.  As Ben
watches, he replaces a key piece of the turret...

			LUKE
	Yeh, well, I'll be up all night
	on this brief.  And then...

He shoots her a really sorry look...

			LUKE
	I've got a morning plane to Boston
	for the depo.  Back Sunday night.

Wow.  They lock eyes in the bond of 'what are we gonna do?'

			RACHEL
	No problem.

			LUKE
	I made that paella you liked.
	It's on the stove.

She kisses Ben's head, Luke's mouth, that one lingering a little.
Then, down the hall to...

...the kitchen.  Annabelle sits with her homework stacked,
untouched.  Staring out the dark window.  Clearly, this is worse
than death.

			RACHEL
	Lemme guess.  A bad hair day.

Annabelle TURNS like a hunted animal...

			ANNABELLE
	She told me to keep ignoring him!
	So I did it!

Not a good result, huh?

			ANNABELLE
	You know what that creep and his
	frogfaced footmen are calling me
	now?  In front of the whole world?
	Frosty, the Snow Bitch!!

			RACHEL
	That's so weak.

			ANNABELLE
	Here's weak...Mom said she was
	gonna talk to the teacher and
	Brad's parents!!  Can you believe
	the humiliation???

			RACHEL
		Honey, she won't d...

			RACHEL
	I told her if she pulled that,
	I'd kill myself, and she could
	go to my funeral for a change!

For a change.  That's where this is coming from.  Rachel reaches
her arms around her...

			RACHEL
		(murmurs)
	Hey.  Hey.  I've personally never
	gone to a funeral.  And I'm not
	starting anytime soon.

The phone begins to RING...

			RACHEL
		(a whisper)
	Specially not in this family.

Keep RINGING.  Rachel checks her watch.  Shit.

			RACHEL
	Nine o'clock.  That could be your
	mom from Montreal.  Now you need t...

But Annabelle BREAKS LOOSE from Rachel's arms and BOLTS out of the
room.  Rachel watching in despair.  Lifts the phone on the sixth
ring...

			JACKIE
		(bright and soft)
	Hi.  How's the vitamins up there?
	Having big fun?

INTERCUT throughout:  Jackie in a hospital gown.  At the window of
her room, rain pouring down on Montreal.

			JACKIE
	Eat your heart out.  Is Annabelle
	there?

			RACHEL
	Yeh, she's...I'll get you Ben
	first, it's past his bedti...

			JACKIE
	How's she doing with Brad?

A beat.

			RACHEL
	Can I say one thing?  I mean, the
	last thing I want to do is inter-
	fere on the Brad thing, b...

			JACKIE
	Thanks, but it's under control.

A shorter beat.

			RACHEL
	Yah?  Well, even the best mom in
	the world, the smartest, the wisest,
	whatever.  Needs to know when to
	find a Plan B.  Cos Plan A is not
	and will n...

			JACKIE
		(tired, short)
	It's covered, okay?  I appreciate
	your concern.  Can I talk to her?

And real quiet...

			RACHEL
	I'll get Ben.

INT. ANNABELLE'S ROOM - MOMENTS LATER

Annabelle lies on her bed in darkness.  Clutching her pillow.
Lights streams in as Rachel enters.  Sits on the bed, next to this
furious child.  Puts the cordless phone by the pillow.

			RACHEL
	Annabelle, I know you miss your
	mother.  So why don't you say hello.

			ANNABELLE
	Why don't you say hello?

			RACHEL
	Annabelle pick up the phone.

			ANNABELLE
	Annabelle pick up the phone.

			RACHEL
	That doesn't bother me.

			ANNABELLE
	That doesn't bother me.

			RACHEL
	You think this is funny?

			ANNABELLE
	You think this is funny?

			RACHEL
	No.  I think it's ugly.

			ANNABELLE
	You're just a stepmother.  So stop
	bossing, cos nobody's listening!

			RACHEL
		(even, in control)
	June 3rd, God willing, I'll marry your
	Dad.  And then I will be your stepmom.
	And right now, I'm not looking forward
	to th...

			ANNABELLE
	Suits me fine!

Rachel cooks her head to one side, like she's seen Jackie do.

			RACHEL
	Stepmother.  You think that means
	you can step on me?  Over me?  That
	you're one step ahead of me?  Well,
	you're not.

Strong voice.  No smile at all.

			RACHEL
	You know when girls grow into women?
	When they have to.  And this is your
	moment, kid.  Ready or not.

Picks up the phone.

			RACHEL
		(low)
	Your mama is in a hospital, far away.
	She needs you, right now.  She needs
	you to be big.  To put the kid aside,
	and help her get well.  Now.  Fucking.
	Do it!

CLICKS the phone ON.  Hands it to her.

			ANNABELLE
		(tears on her face)
	Hi, Mom.  How are you feeling?

As Rachel leaves, silently, we...

INTERCUT throughout:  Jackie at her clinic window.  Cellular at her
ear.

			JACKIE
	Darling, I've been thinking about
	our little Brad problem?  And I
	think it's time we move to Plan B...

			ANNABELLE
	You cannot believe what he said,
	it was the worst instant of my
	total life on Earth!!

			JACKIE
	I know.  I know how rough life can be.
	And how unfair.  So here's what we do.
	Tomorrow, on the lunch yard, you walk
	straight up to that little jerk...

			ANNABELLE
	And bring my knees up, real hard, yeh?

			JACKIE
	No, that never solves anything.  You
	talk like the big girl you are.  About
	what you feel.  And how he's hurt you.
	You know?  You tell the truth.

Nodding to herself.  Knows this is right.

			JACKIE
	You use your words.

EXT. SUBWAY CAR - DAY

An actual SUBWAY CAR filled with PAIRS of animals, cats, rabbits,
dogs, two horses peeking out a window, peacocks.  Noah's Subway, so
to speak.

Duncan and his client watch as Cooper assists Rachel, who SHOOTS
the menagerie from low ANGLES.  At last, she lowers her camera.
Check her watch.  Shoots Cooper a knowing look.  And HANDS HIM the
camera.  WAVES to her subjects...

			RACHEL
	I love you guys.  You're animals!

And starts WALKING OFF down the tunnel.  Duncan looks at his
watch, then JUMPS up, TEARS after Rachel, GRABBING her arm,
SPINNING her around, he faces...

...someone ready for this.

			RACHEL
	It's 1:45, I told you there's no
	one to pick up Annab...

			DUNCAN
	But you're not done!

She licks her lips.  Stands her ground.

			RACHEL
	I've got it.  It's in the can,
	Cooper can wrap th...

			DUNCAN
	We don't KNOW if you've got it, we
	haven't SEEN it yet!  Now go back
	and FINISH!

Her glare says do NOT fuck with me.  The mother lion look we've
seen on Jackie.

			RACHEL
	Which part of no don't you
	understand?

			DUNCAN
	Look, I will send a P.A. to pick
	up the children.  There are agencies
	that supply sitters, nannies...

			RACHEL
	They're losing one mother.  They
	can't lose two.

The bottom line.  He looks as freaked as she is determined.

			DUNCAN
	You're making a career decision
	here, I would strongly sugg...

			RACHEL
	Duncan.  I've got an even better
	idea...

She leans forward.  In his face.  So she barely has to murmur.

			RACHEL
	I.  Quit.

A beat.

			DUNCAN
	You can't do that, I won't let you!

			RACHEL
	No, no, no, this is a job that's
	hard to keep, not a job that's
	hard to lose, can't be both.

			DUNCAN
	Rachel, don't do this, you will
	never forgive yourself!

She thinks that over.  For half a second.

			RACHEL
	Actually.  I just did.

And without further fond farewell...

She is gone.

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY

The last cars are pulling away.  Some kids are still playing
sports.  And sitting on the ledge by the flag pole...

...two children.  The little boy is reading his Garfield book for
the three hundredth time.  His big sister is simply crying, openly,
for a disinterested world to see.  A car SCREECHES up.  The driver
BLASTS out the door, RUNS to us...

Then crouches slowly.  At Annabelle's feet.

			RACHEL
	Oh, baby, I'm so sor...

			ANNABELLE
	IT'S NOT YOUR FAULT!!

Rachel is dying inside.  Reaches to brush at Annabelle's tears, but
the child SMACKS her head away.

			RACHEL
	Ben, go sit in my car right now,
	and I will bribe you big time.

Excited, he runs off.

			ANNABELLE
	I did what she said.  I used my
	words, I told him what I felt,
	and they...

			RACHEL
	...laughed, yeh.  They laughed
	real hard.

Annabelle nodding BIG, gulping back tears.

			RACHEL
	That's because men can be scum,
	your precious father excepted,
	may you live to find one like him,
	it is damn hard.

And wraps her arms around the girl...

			RACHEL
		(looking around)
	Now is that little prick still here,
	because if he is, I'm gonna rip his
	fucking heart out!

			ANNABELLE
	No, his mother's always on time.

Great.

			ANNABELLE
	And Mom says anger never, never
	solves anything.  It makes every-
	thing worse.

			RACHEL
	That's because your mother is a
	fine person, finer than I will
	ever be.  Now, just this once...

Just this once.

			RACHEL
	If I tell you what to do.  Can we
	cut a deal?

Annabelle stops crying.  This is what she has prayed for.

			RACHEL
	Tomorrow is Friday, your mom comes
	home.  You tell her you did what she
	said.  It didn't work yet.  But you're
	gonna talk to Brad again on Monday.

Leans close...

			RACHEL
	And youdon't tell her.  What
	you're going to say.

			ANNABELLE
	Not use my words, please!

			RACHEL
		(smile)
	No, baby.  You're gonna use
	my words.

The sun dawns.  On a child's face.  Rachel brushes the tears away.
They won't need them anymore.

			RACHEL
	Okay, let's start with looks.  I
	know he's handsome, but the best-
	looking people are so vain, there's
	always something they're insecure
	about.

Annabelle shakes her head.  Nothing.

			RACHEL
	Does he have zitz?  We can call
	him Pizza Face.

Nope.  None.

			RACHEL
	Help me here...

			ANNABELLE
	Uh.  He thinks his nose is too
	big.  But it's not.

			RACHEL
	Great.  Big ears, too?

			ANNABELLE
	No.  But they stand out, a little.
	Like this.

Shows how.

			RACHEL
	Done.  He's a dead man.

Rachel stands up.  Walks in circle, thinking.  Comes back.
Strikes a pose.

			RACHEL
	Monday lunch, you walk up with
	attitude, you hear me?

Finger STABS out...

			RACHEL
		(as Annabelle)
	Hey, Ear Boy!
		(does the ears)
	Listen up, Rhino Face, because I'm
	saying this one time!  So your
	pathetic, no-life, ass-kissing little
	groupies here, better take notes!

Annabelle is swooning with joy.

			RACHEL
		(as Annabelle)
	I dumped you, limp dick, when I
	got a peek at your deformed unit,
	which is sadly microscopic!

Annabelle laughing, applauding.

			RACHEL
		(as Annabelle)
	As for your pitiful knowledge of
	sex?  I'm not wasting my time with
	some loser who doesn't even know
	what snowballing is!

Annabelle raises her hand.

			ANNABELLE
	Uh.  What is it?

			RACHEL
	Oh.  It's an incredibly disgusting,
	and not remotely sexy thing, that
	they described in a movie I'd never
	let you go to.  But it's real.  Does
	he have an older brother?

			ANNABELLE
	In high school.

			RACHEL
	He'll be impressed.  The clincher is,
	you walk away, then whip around...

Like this.

			RACHEL
	The guy I see is in the eighth grade
	at Prep School, and he laughs his ass
	off every time we talk about you.

			ANNABELLE
	But Rache...

			RACHEL
	A suitable boy, will be at this
	flagpole, on Monday, with a very
	expensive bike, and he will be a
	stone FOX if I have to call an
	escort service!

The kid.  Is breathless.

			RACHEL
	Now let's go stuff you full of
	junk food.

Wraps an arm around her.

			RACHEL
	I've had the worst day.  Till now.

INT. NEWARK AIRPORT - DAY

Arriving PASSENGERS are filling through the gate.  Last, is a female
FLIGHT ATTENDANT, WHEELING a gray-faced Jackie in a collapsible
wheelchair.  The woman leans to her...

			FLIGHT ATTENDANT
	We'll get your bags, and the taxis
	are just...

Jackie GRIPS the wheel, STOPPING them.  Stares, frozen, as across
the way...three faces stare back.

			RACHEL
		(sheepish)
	Surprise?

And Jackie LEAPS out of the wheelchair, RUNS across the distance,
runs to SCOOP her babies in her arms...

			JACKIE
	It's a miracle!  I can walk!

Annabelle laughs.  Ben covers Jackie with kisses.  Rachel watches.
From the crowd.

INT. JACKIE'S HOME - DAY

Rachel carrying the suitcase, Jackie has each kid by the hand, as
they troop through the house to arrive at...

...Jackie's bedroom.  Where Jackie freezes.  Her mouth OPEN.  For
Rachel has...

...HUNG striking black and white PHOTOS of the children all OVER
the room.  One is of Ben's FEET, left shoe on right foot and vice-
versa.  Another glimpses Annabelle's beautiful FACE hidden in her
hair.  Ben sitting in a cupboard.  Annabelle a bold ear of corn.
Ben sitting on the bottom limb of the huge evergreen.  Annabelle
kissing her horse's muzzle.

Jackie just stands.  Trying not to cry.

			JACKIE
	Okay.  These are good.

			BEN
	I helped.

She know he did.  Looks across the room at Rachel.  No more words.

			BEN
	Let's go to the park!

Jackie sighs.  Smiles down at him.

			JACKIE
	I've got a lot of medicine in me,
	sweetie.  And I'm a little wobbly for
	driving or running ar...

			BEN
	Rache can do that part.

Jackie absorbs that.  And all it portends.

			RACHEL
		(softly)
	Hon, maybe your mom would like t...

			JACKIE
	...go to the park.  In the worst way.

Silence.

			ANNABELLE
		(grins)
	Well, with Rachel driving.  That's
	how we'll go.

EXT. PARK - DAY

LONG ANGLE...five swings in use.  In four, the kids are pushed by
moms or nannies.  In the fifth, Ben is pushed by Annabelle.  Guess
who's going the highest.  PULL BACK to...

...two women on a bench.  Under a starkly bare tree.  Jackie is
drinking in the air, the cold, the day.  Rachel watching that.

			RACHEL
	Serene.  You're getting the hang
	of it.

Jackie doesn't answer for a beat.  Almost as if she hasn't heard.

			JACKIE
	Serene means you accept.

Shakes her head.

			JACKIE
	Part of me hasn't quit yet.  And
	the other part is still pretty
	outraged.
		(calmly)
	When it's not terrified.

Watching the world of moms and kids.  Who are not terrified.

			JACKIE
	I'm thinking.  Do I know you well
	enough to really chew you out?

			RACHEL
	No.

Jackie turns to her.  Diamond laser glare...

			JACKIE
	Have you lost your mind?!  You fought
	years for that job!  And you quit??

Oh.  That.

			RACHEL
	It's just not the right time t...

			JACKIE
	Do what you've worked your whole
	life to do?

			RACHEL
	It was just a job, there'll be plenty
	of others.

			JACKIE
	You mean, after I'm dead?

Do you?

			RACHEL
	Hey, you haven't quit on you, I'm
	sure as hell not gonna.  I just
	mean, I'm juggling a lot right n...

			JACKIE
	Juggle it!  Move the darkroom into
	your house.  You've got that room
	downstairs with the treadmill Luke
	never uses anyway.  Don't lose your
	confidence.  Don't lose your edge.

			RACHEL
	It's the same choice you made.

			JACKIE
	Yes.  I made the choice that was
	right for me.  And I don't regret
	it.  But even for me, there were
	days when I felt so lost, so invis-
	ible.  And then I'd hate myself for
	the kids not being enough.

Reading Rachel's face.

			JACKIE
		(softer)
	I know you, huh?  The car pools,
	he measles, the PTA.  It's not
	gonna be enough for you in the long
	run.  You have to think long term.

			RACHEL
	I just want to spend time with
	them when I'm not rushing or on
	the phone or tired or...

			JACKIE
	That's motherhood.  That's the
	job, with or without a career.
	I'm telling you the biggest gift
	you can give them is your happiness.
	They need you to be happy.

Can you hear me?

			JACKIE
	Cause if you're not, the easiest
	person to  blame is the guy sleeping
	next to you.  And you'll push him
	away, and then hate him even more
	when he goes, until finally you have
	no choice but to leave.  And that
	can't happen.

Rachel's turn to wonder.  She starts to say something, thinks
better of it.  Asks instead...

			RACHEL
	That's the bottom line, isn't it?
	I can't make a mistake.  Because
	it'll screw your kids.

Glances over.

			RACHEL
	My advice to you?  Don't die.

			JACKIE
	Feeling the pressure?

Rachel's eyes move across Jackie's face.  Then, out to Ben, on the
distant swings.

			RACHEL
	Last time I pushed him?  He said,
	'Higher, Rache.  It makes my penis
	sting.'

Thin smile.  Now it's Jackie watching Rachel's profile.

			RACHEL
	I'm gonna buy him that white dove
	for Christmas.  If I don't, you'll
	get him a fucking eagle!

Jackie keeps watching her.  And in a quiet voice...

			JACKIE
	Ben was born in two hours, went
	right to my breast and camped
	there for three days.  Always with
	this...mischievous look...

Watches Rachel nodding, absorbing.

			JACKIE
	Somehow, his blanket always looked
	like a cape, even the nurse said
	that.  He loves to hear that story,
	over and over.  How he was born a
	magician.

			RACHEL
		(softly, never turning)
	And her...?

			JACKIE
	Took 28 hours.  She just wasn't
	sure about entering this world.

Watches the feeling well in Rachel's eyes.

			JACKIE
	The doctor wanted to go in and get
	her, but I knew she'd come in her
	own time.

Rachel nods.  It fits.

			JACKIE
	That's who she is.  Don't let
	anybody rush her.

Silence.  A murmur...

			RACHEL
	I'll keep that in mind.

Rachel settles back.  Her eyes now locked away somewhere private.

			JACKIE
		(quietly)
	What?

Rache smiles.  That Jackie sensed something.

			RACHEL
	It's not about the kids.

Looks over.  Decides whether to ask...

			RACHEL
	That thing you said before.  Pushing
	the guy sleeping next to you away.
	Because of what you gave up for
	motherhood...

			JACKIE
	Is that what he told you?

			RACHEL
	He won't discuss it.  Just calls it
	history.

A trace of edge to Jackie's smile.  But no real anger.

			JACKIE
	Well, he got that part right.

Looking.  Looking.


			RACHEL
	So what's the part he got wrong?

An urgency in that.

			RACHEL
	I got all day.

EXT. COURTHOUSE STEPS - TWILIGHT

Luke and his bulky briefcase, coming down the stone steps two at a
time, until...

...he sees her.  In her winter coat.  Smoking as if it could keep
her warm.  And despite her tension, he grins, heads over.

			LUKE
	What a great surpri...

			RACHEL
	Hold your applause.  We're not
	having fun, here.

And from her face.  She means every word.

			LUKE
		(concerned)
	Is Jack okay?

Great.  Just what she wants to hear.

			RACHEL
	Oh yeh, she was cracking me up.
	Dishing details of her sordid
	little divorce.

Ah.  A beat.  To assess the damage.

			LUKE
	And you freaked.  A little.

Hey...

			RACHEL
	Just like to make sure.  That your
	past.  And my future.  Are real
	different.

			LUKE
		(quietly)
	Well, they will be.

			RACHEL
		(hard and low)
	Imagine my relief.  So what's for
	dinner?

He sighs.  Jesus.

			LUKE
	Why in the world would she t...

			RACHEL
	You took a fishing trip with the boys.
	Liked it so much, you took another.

			LUKE
	I needed some time away.

			RACHEL
	...while she watched the kids.  Then,
	you booked this flat in Paris for your
	family's summer.  But she said...

			LUKE
		(weary)
	'...the kids have camp.  Their friends
	are here.  Over there, I'll just be
	shopping in a language I don't even
	know.  My life, and the kids' lives,
	aren't here to service your mid-life
	crisis.'  Did it go like that?

It did.  People are passing them.  They do not notice.

			LUKE
	She called it a fight.  The fight.

			RACHEL
	What do you call it?  You told her
	you had doubts.

He looks around.  People are moving on.  Toward their drinks, their
dinners, their lives.

			LUKE
	Can we go sit somewhere?

			RACHEL
	Let me put it this way.  Hell, no.

And takes out her cigarettes.  Her fingers fumble slightly.  It
isn't the cold.

			LUKE
	I told her I loved her.

			RACHEL
	By way of saying you were unhappy.

			LUKE
	Restless.

			RACHEL
	Excuse me.  'Things are so confusing
	for me, Jack.  Our life feels too
	comfortable, too safe, too predict-
	able.  It's a partnership, it's
	juggling schedules.  When I think of
	playing that out, every day, for the
	rest of my life...'

Dead at his eyes.  And he nods.  Once.

			LUKE
		(softly)
	'...I don't know if I can make it.'
	That's what I said.  But I didn't
	leave.

			RACHEL
	No, she threw you out.  What a
	difficult woman.

Pulls out her box of matches.

			RACHEL
	So now I get to wait...

A single match...

			RACHEL
	For the first sign.  The first
	fishing trip...

STRIKES it.  Shields it from the wind.

			RACHEL
	What do you figure, Luke?  When
	am I too old to be exciting?  When
	your daughter brings home her college
	roommate?

Lights her cigarette.  As he watches.

			LUKE
		(softly)
	That's a pretty ugly thing you
	just said.

			RACHEL
	No, here's ugly.  'I love you, babe.
	It's just our life together I'm not
	so sure about...'

Big draw.  Never wavering from his eyes.

			RACHEL
	'But keep dancing, and if you're
	lucky, I might just never leave,
	who knows?'

			LUKE
	That's not us.

			RACHEL
	Because you've changed so much.

He puts his hands on her, gently.  But she flinches.  So the hands
come away.

			LUKE
	You want me to show you the future.
	Well, I can't darlin'.

I can't.  She searches the lovelight in his eyes.  As if she could
weigh it.

			LUKE
	We make our lives, one step at a
	time.  We do the best we can.  The
	truth about the future?  A promise.
	Is only a hope.

			RACHEL
	How about the promises we make to
	our kids?  About their future.  Do
	we shrug those off, just that easily?

That slows him down.

			RACHEL
	Maybe Annabelle deserves to find
	out who really broke up her family.
	While her mom is still around.

Stops him.  Cold.

			RACHEL
		(quiet)
	Hey.  Just a thought.

Flips her cigarette to the gutter.  Shrugs...

			RACHEL
	You got one less for dinner.

Takes a step back.  Only one.  But it registers.

			LUKE
	Where you goin'?

			RACHEL
	I'm gonna get me a drink.

Nods, to herself.

			RACHEL
	And I'm gonna drink it alone.

And she walks off.  Slow.

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY

Ben alone in the back seat.  Reading his beloved Garfield book.
Shift ANGLE to see...

...the women standing by the car.  Rachel looks a little anxious...

			RACHEL
	You really didn't have to come,
	you know.  I'd have brought them
	straight t...

			JACKIE
		(staring at something)
	Who in the world is he?

See now, across the way.  A gorgeous BOY, dressed cool, stands
holding an expensive bike.  And chatting happily with Annabelle.
In the distance, other kids pretend they aren't watching.

			RACHEL
	Looks nice enough to m...

			JACKIE
	He looks familiar.  Did he do a
	Calvin Klein ad?

Across the way, the boy leans, kisses Annabelle sweetly on the
cheek.  Waves to her.  Peddles off.  In distance, kids are dying.
Annabelle pretends not to know that.  Just walks casually toward
us, but as she approaches, she can't help breaking into a RUN,
straight...

...into RACHEL'S ARMS.

			ANNABELLE
		(breathless)
	It workeditworkeditworked!  Omigod,
	you can't believe the look on his
	face!!!

SQUEEZING Rachel tight enough to crush her bones.  And although
Rachel hugs back, although she kisses Annabelle's hair...

Her eyes are locked to Jackie's.

Houston.  We have a problem.

EXT. JACKIE'S YARD - DAY

Rachel alone by the weathered redwood swing and slide set.  She
is pacing in a circle, looking like a kid waiting to see the
principal.  Sucking her cigarette like smoke was oxygen.  She picks
a bottle of beer off the grass.  Twists the top.  Settles awkwardly
on the seat of the taller swing.

HEAR the screen door open.  Bang shut.  Rachel takes a sip.  Before
she looks up...

			JACKIE
		(low, calm)
	Now we're going to have a fight,
	you and I.

			RACHEL
		(barely audible)
	Are we.

			JACKIE
	And I'm going to win.

			RACHEL
		(straight to her eyes)
	Don't be too sure.

No anger in Jackie at this moment.  The ferocity of that mother
lion.  The strongest face we'll ever see.

			JACKIE
	Now, 'limp dick', I know.  What.
	Is 'snowballing'?

			RACHEL
	It doesn't matter, I didn't tell h...

			JACKIE
	Because there'll be, oh, 20 or
	30 mothers phoning me in the
	next hour or so.  And they'll b...

			RACHEL
	Give 'em my number.

Jackie on the prowl around this swing.  Stalking her prey.

			JACKIE
	Actually.  They'll want Annabelle's
	mother.

			RACHEL
	Is that what you're worried about?
	Looking bad at the PTA?

			JACKIE
	You are defending what you did?

			RACHEL
	Right down to the ground.  Let's
	get to it.

Not quite what Jackie expected.

			JACKIE
	You put filth in my child's mouth.

			RACHEL
	Aw.

			JACKIE
	You had her lie about that...
	that fancy-boy model!

			RACHEL
	Worked.  Like a charm.

Jackie cannot even believe this.

			RACHEL
	She was beaten, and bloodied, and
	it was going to go on, uni...

			JACKIE
	So you became the hero.  And I
	became the schmuck.

Straightening her spine...

			JACKIE
	You taught my child that I am some
	limp dick loser.  Who didn't care
	about her pain.

			RACHEL
	That's not wh...

			JACKIE
	You think I didn't have some dirty
	words for that little putz?  You think
	I couldn't figure out some low blows?

			RACHEL
	You weren't passing 'em out.

			JACKIE
	Well, maybe your version of growing
	up is 'Just win, baby'.

Stalking.  Closer.  Fierce.

			JACKIE
	Mine.  Is a little different.

Right there.  At the swing.  In her face.

			JACKIE
	See, in that crisis, I saw an
	opportunity.  For some real growth.

			RACHEL
	Oh please.

			JACKIE
	Shut the fuck up.  I didn't go
	behind your back.

The one scored.  Rachel sips her beer.

			JACKIE
	Doing the right thing.  Knowing who
	you are, inside.  Not caving to peer
	pressure, or lowering yourself to that
	level, steering your own course...

			RACHEL
	She wasn't steering her own course,
	she was steering yours.

			JACKIE
	Well, that's what parenting is about,
	little girl.  They are pleading to
	know how they are supposed to do it.
	And you sure as hell showed her.

Silence.

			JACKIE
	And there will come another moment.
	When the stakes are really there.
	And she will look back on this.  And
	remember how good it felt.  How easy
	it was.

			RACHEL
	And she'll fight back again.  God help
	me, what have I done.

Jackie's voice drops.  The softness makes it somehow more
menacing...

			JACKIE
	You've turned her into you.  And
	I may not get another chance.  To
	turn her back.

			RACHEL
		(suddenly fierce)
	That's what it is.  And that's all
	it is.

The hand with its cigarette STABS out...

			RACHEL
	You won't get the chance.

Jackie back on her heels.  Thinking.  A mile a minute.

			JACKIE
	You've got a point there, for a
	change.  Oh, yes you do.

HER finger stabbing out.

			JACKIE
	You didn't get morning sickness for
	seven months, you didn't breast feed
	till your nipples fell off, you didn't
	spend every minute of every day
	thinking and planning and knowing that
	your decisions were shaping the people
	they were going to be...

And now Rachel.  Has nothing to say.

			JACKIE
	You are gonna be taking Ben's training
	wheels off.  You are the one my little
	girl will confess her first love to.
	You will see them married, you will
	play with their babies, you fucking
	BITCH, I hate your GUTS!

The blast washes over Rachel.  And in the silence...

			RACHEL
	Now you're talking sense.

She looks down at her beer.

			RACHEL
	All year long, I've been watching how
	you do this.  The worries, the sacri-
	fices, the signals you give them...

Thinks.  Really thinks.  Wants so much to say this right.

			RACHEL
	And I admire you.  More than you'll
	ever believe.  And yet...this...
	thing...has been growing.  Inside me.

Looks up.  Straight to her eyes.

			RACHEL
	For better or worse.  I'm not you.

And so she stands up.  The swing shimmies in her wake.

			RACHEL
	I can't live my life channeling the
	One True Mom after you're gone.  I
	can't do it.  I can't do it.  I can't.
	Do it.

Sets the beer down.  Stabs out her smoke.

			RACHEL
	We have to deal with that.

And walks off, slowly.  Across the yard.

INT. INDOOR RIDING RING - TWILIGHT

Huge indoor space.  Wood-sided walls, dirt floor.  High corrugated
metal roof, with birds flying, roosting in rafters.  A little GIRL,
under the keen eye of her TRAINER, puts her mount through its
paces.  In the cold air, steam rises from the horse's body.  It's
late, no one else around.  TRACK now...

...down a walkway.  Toward the stables.  A barn cat is crouched,
stalking prey.  We hear a soft voice, speaking.  One we know...

			LUKE (O.S.)
	It was like telling her...

See him now.  Standing awkwardly, against the side of a stall.

			LUKE
	...that I didn't love her anymore...

See the horse, still steaming.  Standing patiently.

			LUKE
	...if I could be sure I'd always
	stay.

Circling the horse now, we see Annabelle's back.  She is slowly
brushing out the sweat mark.  Where the saddle used to be.  Her
movements are stiff, mechanical.  The soft voice continues...

			LUKE (O.S.)
	She said, 'This thing you call a
	partnership.  The schedules, the
	chores, all the things we have to
	work out...'

Our ANGLE CIRCLING to see at last Annabelle's face...

			LUKE (O.S.)
		(softer)
	'...for the kids.'

The tears that stand in her eyes.  The set line of her small mouth.

			LUKE (O.S.)
	'...that's the life I dreamed of.
	And it's all I ever wanted it to be.'

She swallows.  Because she will not cry.

			LUKE (O.S.)
	That's the kind of person your mom is.
	She's the best.

Annabelle says nothing.  She drops to her knees.  Begins to clean
out one of her horse's hooves with a metal pick.  The only sound
against the stillness.

And her father watches.  His heart pounding.

			LUKE
	I complained a lot, baby.  We couldn't
	travel, we'd lost our privacy, our
	chance to do things on the spur of the
	moment.  To live for...ourselves.  The
	way we'd started out.

He goes to her.  The sound of his feet on the straw.

			LUKE
	And she said.  Sounds like you'd be
	happier.  If the kids weren't around.

Crouches down.  Very close to his child.

			LUKE
	I said.  I love them more than
	anything.  But sometimes... I do
	miss what I've lost.

Annabelle stops working.  Turns her faces away.

			LUKE
	She said she could never feel that
	way, not for one single second.

So he leans closer.

			LUKE
	She didn't want to be with someone.
	Who could.

Silence.  He's staring at the back of her head.

			LUKE
	You know, this horse smells
	really bad.

			ANNABELLE
	There's worse things.

At least she can talk.  If only just above a whisper.

			LUKE
	Do you know why I never told
	you all this before?

A beat.  She doesn't look at him.

			ANNABELLE
	Sure.  You wanted me to blame her.
	Instead of you.

Waiting to hear...

			LUKE
		(very softly)
	That's right.

She hears honesty.  And heartbreak.  It makes her turn...

			ANNABELLE
	How come you're telling me now?

He gets lost.  Looking in those eyes.

			LUKE
	I don't want to be wrong anymore.

I don't.

			LUKE
	I want to say I'm sorry, because I am.
	And let you hate me.  If you have to.

She swallows hard.  Her eyes moving over his face.

			LUKE
	See that feeling?  Where you feel
	two different things at once?
	That's a grown-up thing.  It's
	not a lot of fun.

She shakes her head very slightly.  And her eyes water.

			LUKE
	Know why your mom never told you?

She doesn't.

			LUKE
	She knew that you and her were
	so...solid.  Nothing could rock that.
	But she didn't want to risk...

The hardest thing.  He's ever had to say...

			LUKE
	...your hating me.

			ANNABELLE
	Cos she loves you.

			LUKE
	Cos she loves you.  She wanted you
	to have a daddy to love.  Even if
	he didn't...completely...deserve it.

Now the tears in his eyes.  And she's watching that.

			LUKE
	You know how much love that is?
	That she has for you.

Do you.

			LUKE
	There's going to come a moment.
	When she'll really need you to
	give that back.  And you're just
	the girl that can do it.

The way he says this.  Makes her ask...

			ANNABELLE
	Now do I know when?

He reaches.  First time.  Strokes her hair.

			LUKE
	That moment will come.  And your
	heart is going to whisper, 'here
	it is'

Winds his fingers.  Around her hand.

			LUKE
	And you'll come through.

She stares in his eyes.  And dead straight.

			ANNABELLE
	If I miss it, daddy?  You clue
	me in.

Okay, he nods.  That's a plan.

INT. BAR - NIGHT

The dimly chic bar.  With its soft upscale buzz.  Where Jackie
told Luke she had cancer.  Tonight, she waits alone.  Watching the
entrance.  Nursing her drink.  And then...

...Rachel comes into the place.  Spots Jackie across the room.
Weaves her way through the tables.

And she is there.  Slipping into her seat.  Not knowing what to
say.

			JACKIE
	Thanks for coming out.

			RACHEL
	Neutral ground.  What's up?

Jackie stares evenly.  Her chin rests across the back of her
knuckles.  She looks tired, but okay.  Fueled by adrenaline.

			JACKIE
	Luke called.  He says you're
	checking out.  Of the Heartbreak
	Hotel.

The waitress appears.  Rachel too locked into the moment to notice.
So...

			JACKIE
	She likes a Stolie, no ice.

			RACHEL
		(softly)
	Double.

As the woman leaves...

			JACKIE
	What's this about?  Because
	we fought?

			RACHEL
	Don't flatter yourself.
		(beat)
	I always liked that line.

Signs.

			RACHEL
	I love Luke, I love the children.
	But there is more to life than
	even love...

			JACKIE
	No, there isn't.

			RACHEL
	And I have looked down the road.
	At what my life will be.  And I
	can't handle it.

Jackie unblinking.  Focused, strong.

			JACKIE
	What do you see?  Down that road.

No answer.  Then...

			RACHEL
	I never wanted to be a mom.  Then,
	sharing it with you was one thing.
	Carrying it alone, the rest of my
	life...

			JACKIE
	Is scary.  But you want it.  Gimme
	some truth here.

The Stolie arrives.  They wait a beat.  The waitress disappears.

			RACHEL
	Well, it's the Jack Kennedy Syndrome,
	huh?  You die young, you always look
	golden.  Perfect.  The memory kind of
	burnishes the image, and...

			JACKIE
	Come on, a wuss like me?  The stiff
	who wouldn't help her own daughter
	fight back?

			RACHEL
	Maybe I was wrong on that one.

That sits there.  In its sincerity.

			JACKIE
	Well, maybe you weren't.

And so does that.  Tears are forming in Rachel's eyes.  Here, in
this public place.

			RACHEL
	Look, when I said I couldn't channel
	you.  That didn't mean I wouldn't give
	my right arm to do just that.

Shakes her head.

			RACHEL
	Maybe I don't want to be looking over
	my shoulder.  Every day for twenty
	years.  Knowing someone else would
	have done it right.  The way I can't.

Jackie waits.  Thinks.

			JACKIE
	Trade you a smoke.  For a secret.

The way she said that.  Something weighty behind it.  So Rachel
reaches into her purse.

			JACKIE
	You know, I lost Ben awhile back?
	In a supermarket.

Rachel's hand freezes.  In mid-course.

			RACHEL
	You're lying.

			JACKIE
	I lost him.  I was panicked.

			RACHEL
	You are lying, you never lost that
	kid for 4 seconds, you could find him
	from a coma, there is no WAY!

			JACKIE
		(smiles)
	I was running around like a chicken
	with my head chopped off.  Doing my
	imitation of you.

Rachel still not buying...

			RACHEL
	Ben never mentioned it.

			JACKIE
	He only remembers I found him.  My
	point is, telling you this story would
	have been the kindest, most helpful
	thing I could ever have done for you.

The smile fades.

			JACKIE
	Why didn't I?

			RACHEL
	Uh.  You hate my guts?

Passing the cigarettes over.

			JACKIE
	We were competing.  Even then.

Yes we were.

			JACKIE
	Instead of being partners.  Watch-
	ing each other's back.  Seeing things
	were covered.

Pulls out a smoke.  Offers the pack...

			JACKIE
	You're not scared you'll think you
	don't measure up.  You're scared
	they'll think it.  That's the JFK
	thing, yeh?

Rachel takes one.  Eye contact holding.

			RACHEL
	With good reason.  They fucking
	worship you as it is.

			JACKIE
	What do I have that you don't?

			RACHEL
	Everything.  You're...the Earth
	Mother incarnate...

			JACKIE
	You're the hip and fresh.

			RACHEL
	You ride with Annabelle...

			JACKIE
	You'll learn.

			RACHEL
	You know every story, every wound,
	every memory, their whole life's
	happiness has been wrapped up in
	you, every moment...

			JACKIE
	I have their past.

STRIKES the match.

			JACKIE
	You.  Have their future.

Rachel stunned.  By the simplicity of it all.  Slowly, she leans to
accept Jackie's flame.

			JACKIE
	Don't you get it?  You look down the
	road to her wedding.  You're in the
	room alone with her, fitting her veil,
	fluffing her dress.  Telling her no
	woman was ever that beautiful.

Tears now.  Standing in two pairs of eyes.

			JACKIE
	And your fear is.  She'll be
	thinking.  I wish Mom were here.

Jackie lights her own.

			JACKIE
	And mine is.  She won't.

Her hand trembles as she takes a drag.

			JACKIE
	Now that's enough fear for either
	one of us to kill the other.  And
	no jury in the world would convict.

Jackie raises her glass.

			JACKIE
	We're guilty, girl.  Of being human.
	And we can't forgive ourselves.

Holds it forward.  In a toast.

			JACKIE
	But I forgive you.

And slowly, Rachel lifts her own glass.  CLICKS it with Jackie's.

			RACHEL
	Don't rush me.  I'm deciding.

SLOW DISSOLVE TO...

INT. JACKIE'S LIVING ROOM - CHRISTMAS MORNING

White Christmas outside the window.  Richly trimmed tree, presents
everywhere, carols softly playing.  The whole nine yards.  Luke and
Ben standing at a wrapped bird cage, where a dove is cooing inside.
Annabelle is setting out the cocoa with a uniformed NURSE.

Rachel enters.  Kisses Annabelle's head.

			RACHEL
	I'm gonna check on Mom.

Goes down the hall, every emotion in the world is playing across
her face.  Into...

INT. JACKIE'S BEDROOM

Jackie lies on her death bed.  She is beautiful and near the end.
Despite the IV tube, the monitor, she's gotten to serenity after
all.  As close as any of us will ever get.

			RACHEL
	Hey, gorgeous.  Time for the
	presents?

Jackie licks her lips.  Pretty dry.  Rachel takes a cotton lemon
swab from the nightstand.  Tenderly, cleans Jackie's mouth.

			RACHEL
	Now Edna says you short-changed your
	last meds.  You can do presents and be
	comfortable at the same time, y'know.

			JACKIE
		(clears her throat)
	Just want to be a little sharper.
	For a few minutes.

A few minutes.

			JACKIE
	Some things to say.  To the kids,
	huh?

Smiles.

			JACKIE
	Then, bring in the presents.  We'll
	have big fun.

Rachel can't really bear this.

			RACHEL
	You know, there's nothing you
	have to say.  Because they know
	your heart.  You don't have t...

			JACKIE
	Just sit me up.  Nice and tall.
	Bring Benjamin first.

Staring at each other.  Then Rachel reaches her arms around
Jackie, and as gently as she can manage, lifts her to a full
sitting position.

			JACKIE
	Scrapbook.

Rachel brings the big book.  Lays it on the bed.  And goes.

Jackie begins to turn the pages.  Her life with these children
passing before her eyes.  No tears.   No smile.  Just full
attention.  Fingertips touch the one she was looking for, as...

The door OPENS.  Ben, hesitant, enters alone.  His mother's face is
fine and strong and smiling.

			JACKIE
	Find the bird cage?

			BEN
		(standing there)
	Rache says it's from you.

			JACKIE
	Well, don't make him disappear
	before I see him.

Ben nods.  Okay, I won't.  She glances to the scrapbook...

			JACKIE
	Oh, look at this.

And forgetting his uneasiness, he runs over, climbs ONTO the bed.
Jackie doesn't wince, doesn't even blink.  Nothing for his memory
bank but smiles.  He looks at the photo...

...Jackie holding a spunky newborn.

			JACKIE
	That's you and me.  Our first photo
	as a couple.

He nods.  Really staring at it.

			BEN
	Did you know I was good-looking
	right away?

She reaches to hold his face in her hand.  Stares in his eyes.

			JACKIE
	This good-looking.  Was beyond
	my imagination.

She leans.  Kisses his lips lightly.  How many more times will she
get to do this?

			JACKIE
		(a murmur)
	So what do you think we're gonna
	talk about?

			BEN
		(straight back)
	You dying.

She nods.  Her smile is right there.

			JACKIE
	The secret of it.  That only
	magicians.  Can ever understand.

His eyes brighten.  The sadness pushed aside.

			JACKIE
	See, when we die.  Our body goes
	away.  Our body.  But we...we are
	not our body, are we?

He doesn't know.  Maybe he thought we were.

			JACKIE
	If a soldier loses his legs in a
	war.  Is he the same guy?  Sure
	he is.

			BEN
	But you can still see him.

			JACKIE
	Half.  Of him.

This is so fucking hard.  But her eyes stay dry.

			JACKIE
	Dying.  Is where the whole body
	goes away.  So you can't see any
	of it.  But...

Rests her hand tenderly.  On his hair.

			JACKIE
	What do magicians know?

Leans forward.  Here's the secret...

			JACKIE
	Just because you can't see it.
	Doesn't.  Mean.  It's gone.

Does it?  And Ben smiles.  He is inside the secret.

			JACKIE
	The world.  Thinks I'm gone.  But
	only the magician.  Knows better.

			BEN
	So where are you?

She was waiting for this.  For a long time.  She wraps her hand
around his fist.  And puts their hands against his heart.

			JACKIE
		(a whisper)
	Right here.  Right here.  Inside
	the magician.  Shhhh.

			BEN
	Can I talk to you?  When you're
	there.

			JACKIE
	Always.  Always.  And you won't
	hear a voice.  But in here.  You'll
	know.  What I'm saying.

Yes, you will.

			BEN
	It's not good enough.

			JACKIE
	No, it isn't.  Because it isn't
	everything.  And we want every-
	thing, don't we?

He nods.  They do.

			JACKIE
	But God does let us keep the one
	best thing we have together.  The
	one best thing we've always had.
	Know what it is?

He doesn't.  But he wants to.

			JACKIE
	I love you.  And you love me.

Comes closer.  Nose to nose.

			JACKIE
	It's worth a lot.  Will you keep it?

He answers.  With a kiss.

INT. LIVING ROOM - MOMENTS LATER

Luke and Annabelle are doing a hugely complex jigsaw puzzle.  Ben
runs in, falls on his knees by the puzzle.  Without looking at
Annabelle, he tells her...

			BEN
	Your turn.  It wasn't bad.

Annabelle looks straight to her dad.  There is a moment, a silence,
that no one else could ever understand.  She leans to him and
whispers...

			ANNABELLE
	Here it is?

His eyes water.  He takes her in his arms.  Whispers close to her
ear, only the words...

			LUKE
	Here it is.

She smiles at hi.  Fear gone, filled with resolve.  Gives him a
kiss.  Rises, to...

...follow Rachel down the hall.  Rache wraps an arm around her big
girl.  No words, except a murmured...

			RACHEL
	You can do this.

Voice cracking.  She's not as good at it as this girl's mother.

			RACHEL
	You can do anything.

At the door.  Open it, and...

INT. JACKIE'S BEDROOM

...Annabelle enters alone.  The door closes behind her.  Her eyes
lock with her mother's.  No words.  Annabelle's eyes filled with
tears, and Jackie's arms...

... REACH out, and Annabelle RUNS to them.

They hold each other.  For a forever moment.

			ANNABELLE
	I don't want to say goodbye.

			JACKIE
	Don't. Take me with you.

And Annabelle looks up.  Tears on her face.

			JACKIE
	Thank God.  I got to see you.
	Grown up.

			ANNABELLE
	I'm not.

			JACKIE
		(very softly)
	Let me be the judge of that.

And Annabelle climbs onto the bed.  Their hands never stop touching
each other.  Saying I love you.

			JACKIE
	There's an amazing thing when a
	woman has a daughter.  One day you
	look up, and you see...a sister.
	Someone.  You can say.  Anything to.

Anything.

			JACKIE
	I wrote a whole lot of letters.  To
	each of you.  And the envelope says
	when to open it.  Like, which
	birthday.  Or...when you get your
	driver's permit.  First time you see
	Rome.  Things like that.

Things like that.  Annabelle is beginning to lose it now.  So
Jackie says only...

			JACKIE
	Keep Ben's for awhile, okay?  Until
	he's old enough to not open them all
	at once.

			ANNABELLE
	Until he's old enough to read.

Tears on Annabelle's face.  Her mom wonders...

			JACKIE
	Are you afraid for me?  Where
	I'm going.

			ANNABELLE
	Yes.

			JACKIE
	Don't be.  I'm going.  Where we
	all go.  Now how can that be bad.

			ANNABELLE
	I'll miss you so much.

			JACKIE
	Good.  That's very good.

She nods, yes it is.

			JACKIE
	What you're grown-up enough to
	know.  Is that people.  Can do
	two things at once.  Okay?

She brushes at her baby's tears.  Then tastes her wet fingertips.
Mmmn, surprisingly good.  Annabelle sort of smiles.

			JACKIE
	You can miss me.  And.  Take me
	with you.

Hold the child's face.  In her hands.

			JACKIE
	When you're in trouble.  Have me
	there.  When you fall in love.
	Have me there.  You can.

Said with such absolute assurance.

			JACKIE
	That's how we go on, you know.
	Forever.  Because someone takes
	us along.

Annabelle swallows hard.

			JACKIE
	On your wedding night.  When your
	babies are born.  I want to be
	there.  Will you take me?

A straight question.  It needs an answer.

			ANNABELLE
	Always, always.  Always.

A sigh.  A shared smile.

			JACKIE
	You made my life wonderful.

You.

			JACKIE
	Take that with you, too.

Hold.  On Annabelle.

INT. JACKIE'S BEDROOM - LATER THAT MORNING

The presents are here now, they fill up the room, spill over the
bed, where both children sprawl.

...Ben RIPPING the shit out of wrappings like a wolverine,
Annabelle carefully saving her gift paper as if she were going to
hang it in the Louvre.  She holds a tank top up to her chest, for
her Mom's approval.  Jackie's not sure.  Rachel handing up more
boxes, Luke in charge of bagging trash...

Ben's white dove, flying free around the room, zipping and diving.
No one cares.  It's Christmas.

HOLD.  Hold.  And CROSSFADE TO...

EXT. CHAPEL - NIGHT

Family and friends are leaving the wake, exiting the softly-lit
chapel into a snowy night.  They are saying goodbyes, kissing one
another, going to their cars.  And saying her last goodbye...

...Rachel turns to Luke.  Whispers, close to his ear.  He looks at
her for a beat, then leads Annabelle and Ben toward the car, as...

Rachel goes back into the chapel.  Alone.

INT. FUNERAL PARLOR

The room is nearly dark.  One soft spot plays on a simple CASKET.
No canned organ music, no sound at all.  As Rachel enters.

She goes to the casket.  Stares down at it for a beat.  And just
above a whisper...

			RACHEL
	See, I told you I'd do this.

Only...

			RACHEL
	Only.  Now I don't know what to say.

Her hand reaches out.  A finger absently traces the edge of the
wood.  It seems a gesture of unconscious affection.

			RACHEL
	You'd have written it down, so you
	wouldn't blow it.

A slight smile.  Here's where the love shows.

			RACHEL
	Maybe we should change places.

Nods slightly.  Maybe we should.  She takes a step back now, to a
waiting chair.

Sits.  Her hands folded in her lap.  Thinks.

			RACHEL
	Well.  We were less than friends, I
	guess.  And more.

More.

			RACHEL
	We were never...girlfriends, we
	never dished.  That wasn't.  What
	we had.

No apology there.  It's just the truth.

			RACHEL
	We had some battles, man, they
	were...world class, huh?
		(beat)
	And I don't regret a one of them.

Sad little shrug.

			RACHEL
	I miss them.

Thinking.  Of how much more she'll miss.

			RACHEL
	We've got our secrets, we have.
	And I'll keep 'em if you will.

Crosses her arms.  Lost in the moment.

			RACHEL
	But I wish we had one more night.
	In that little bar, remember?
	Remember that toast?  Sure, you do.

Her voice wavers.  But the eyes are dry.

			RACHEL
	Know what?  I forgive me, too.
	See?  You're the magician.

A murmur...

			RACHEL
	Don't worry, partner, I've got
	your back.  We're covered.

It's what she came to say.  CROSSFADE TO...

INT. BALLROOM - NIGHT

Lights and music and laughter.  They're in black tie tonight.  It's
a wedding party.  Up on the stage, at the head table, some guy is
finishing a toast, and as everyone ROARS and CLAPS...

			BEST MAN
	...so TO THE BRIDE!  Thank GOD
	she's more than he deserves!

Everybody shouts THE BRIDE.  Everybody drinks champagne.

And the bride stands up. In her white gown.  In her hand, an
envelope.  She goes to the mike, and waits for the raucous cheers,
the calls of SPEECH!, to die down.

Leans to the mike.  Flushed and happy.  And, oddly, nervous.

			RACHEL
	Now I know the tradition, so
	this isn't a toast.  At least...
	not for me.

			RACHEL
	The guest list is 114.  But we
	all know there's one more here,
	tonight.  Because...

Looks down the table at her children.  Dressed to kill.  Enjoying
the party.

			RACHEL
	...my two sidekicks there always
	bring her along.  Wherever they go.

Right?  Right.

			RACHEL
	So Jackie and I were sitting
	around.  On New Year's Eve.  And
	she said, 'You're not gonna talk
	at my funeral, are you?'

And now.  It is quiet indeed.

			RACHEL
	And I said, 'I've never been to
	a funeral.  I'm not sure I'll know
	how to act...'

Her sweet smile.  Keeps the mood right.

			RACHEL
	'...but I'll prob'ly sneak into
	where you are.  Just before it's
	over...'

Nods to herself.  Fights back the feeling of that moment.

			RACHEL
	'...say something.  Just to you.
	Get the last word in, when you
	can't talk back.'

There is laughter in this room.  Gentle, loving.

			RACHEL
	So she says, 'No way.'

Holds up the envelope.  Holds it tight.

			RACHEL
	She wrote this.  She sealed it
	up, I didn't see it.  She made
	me promise to read it.  At the
	wedding.

And slowly, Luke begins to CLAP.  And others join.  And when it
stops...

			RACHEL
	I told her she'd better make it
	dirty, or make it funny.  Because...
	no way...on my wedding...

No way in hell.

			RACHEL
	...could she make me cry.

APPLAUSE.  They are loving it.

			RACHEL
	She says, 'It's a deal'.

The band plays an impromptu FLOURISH.  Rachel begins to carefully
tear open the envelope...

			RACHEL
	Now, if it's too raunchy, we may
	have to excuse the kids...

SHOUTS from everyone, ESPECIALLY the children.

She has it open.  She looks at it.

And everything.  Stops.

The world watches her sway, watches her eyes fill as she stares at
the small card in her hand.  She can't believe this...

			RACHEL
		(mouths to herself)
	You promised.

The tears are welling.  Everyone SCREAMS for her to read it.  She
leans to the mike, shaking her head...

			RACHEL
	It's...no big thing, really...
	it's just...five words, it's...

The place goes happily UP FOR GRABS.  A joyful RIOT of demand.
Tears STREAMING now, Rachel fumbles to pull up her white beaded
bag.  As she puts the card inside, we alone can read the words...

MY BABIES.  ARE SO LUCKY.

HOLD on this.  And...

FADE TO BLACK.  ROLL END CREDITS.
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