ERIKA RUBIN 

     FADE IN:

 1   EXT. SUBURBAN STATION -- MORNING                               1   

     Grace Calan walks toward a subway entrance.  She is in her 
     early thirties, a rare combination of innocence and beauty.  
     Long dark hair, glowing skin, and trim body.  She takes out 
     her mirror and checks if everything is in place, satisfied 
     she continues.

 2   EXT. ACROSS THE STATION -- MOMENTS LATER                       2   

     A man(Roy Darlin)stands on the opposite side of the street, 
     staring where the woman entered the subway.  He is a good 
     looking man in his thirties.  Tall, thin, dark short hair, 
     beard and moustache.  He wears a pair of sunglasses, a suit, 
     and carries an expensive briefcase.  He stares a moment longer 
     and heads towards the subway stairs.

 3   INT. SUBWAY -- MOMENTS LATER                                   3   

     Roy weaves his way through the crowd.  He pushes through the 
     masses.  He keeps looking but loses momentum, then starts to 
     head out.  Suddenly, he knocks into someone's shoulder.  His 
     briefcase goes flying.  A purse is thrown to the floor, its 
     contents spewed out.  He goes for his briefcase grabs it and  
     runs out.  Leaving her standing alone, picking up the contents 
     of her purse. 

 4   EXT. SUBWAY -- CONTINUOUS                                      4   

     Roy stands outside panting heavily, sweat trickles down his 
     face.  He takes a deep breath, straightens his tie and walks 
     down the street and hails a taxi.

 5   EXT. OFFICE BUILDING -- LATER THAT MORNING                     5   

     A large office building.

 6   EXT. KINGSTON TOY INC. -- CONTINUOUS                           6   

     A heavy glass door sits open.  Above it a sign reads, KINGSTON 
     TOYS INC.  "IF YOU BREAK IT WE MAKE IT BETTER" A receptionist 
     and many chairs line the front of the office. 

 7   INT. KINGSTON TOY INC. -- CONTINUOUS                           7   

     Roy walks through the long row of cubicles to his own at the 
     end of the row.  A man (Jack Montgomery) waves his hand at 
     Roy.  Roy ignores him.

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 2
     4-7-00                                                      


     He enters his cubicle.  He places his briefcase gently on 
     the desk, looks around, and opens it hesitantly.  He pulls 
     out a silver compact with the initials CG on it.  He holds 
     it close to his face.  Cradling it between his hands.  He 
     carefully opens it and looks at his own reflection in the 
     mirror.  He closes the compact and places it back in his 
     briefcase.  Roy pulls out a tape recorder and pushes play.

     TAPE RECORDER: "Yeah, yeah, that's right!  You now how to 
     make me--"

     Roy flips off the recorder, a grin on his face.  He looks 
     towards Mr. Stevens door.  He puts the recorder in a drawer 
     and locks it. 

     Jack walks toward Roy's cubicle, he turn as if he's going to 
     enter but quickly turns and walks to the coffee station.  He 
     looks back at Roy, who does not notice this at all.

     ANGLE ON CLOCK-- 1:00

     Roy jumps as his watch goes off.  He straightens the papers 
     on his desk, grabs his case and heads down the row of cubicles 
     and out the door.

 8   EXT. KINGSTON TOY INC. -- MOMENTS LATER                        8   

     Roy waits for the elevator.  He glances down at his watch 
     and then up to the numbers slowly being lit up on top of the 
     elevator.  The 2 is lit up.  He looks at his watch again.  
     He looks at the number 3 lit up.  He rushes towards the 
     stairs.

 9   EXT. OFFICE BUILDING -- MOMENTS LATER                          9   

     Roy exits the building in full speed.  He is looking at his 
     watch obsessively as he quickly pushes his way down the 
     street.

10   INT. MARATHON GRILL -- AFTERNOON                              10   

     The restaurant is packed.  Business people are mulling all 
     around.  Eating at tables, waiting in line, coming in and 
     leaving.  Grace Calan sits at a table with three other people.  
     Her boyfriend, Mitch Wagner, her associate and friend Della 
     Sacchi, and another associate Tim Bricks.  All are conversing 
     freely and enjoying their meals.

11   EXT. MARATHON GRILL -- CONTINUOUS                             11   

     Roy stands outside peering through the window.  He is looking 
     for Grace.  He spots her.  He walks inside.

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 3
     4-7-00                                                      


12   INT. MARATHON GRILL -- CONTINUOUS                             12   

     He tries to act nonchalant, pretending to be waiting for 
     someone, reading the menu.  

     He sees Grace, she looks uncomfortable.  The smile on her 
     face seems forced.  She keeps shifting in her chair, ready 
     to bolt.

     ANGLE ON GRACE'S TABLE

     Mitch is in the midst of telling a story.  Mitch is in his 
     mid thirties, extremely attractive, with a muscular build.  
     He has a lean handsome face, intense blue eyes and short 
     dark hair.

                           MITCH
               So, we're sitting up there, stuck 
               with no one else around...

                           GRACE
               Mitch, I really don't think--

                           MITCH
               Honey, it's fine.  Anyway--

                           GRACE
               Mitch!

                           MITCH
               All right, all right, you don't have 
               to make a scene!

                           GRACE
               I am not making a scene.

                           MITCH
               Whatever, honey.  Do you want another 
               drink or something?

                           GRACE
                    (looking around the 
                    room)
               No.  I think I'll...

     Grace sees Roy staring at her.

     ANGLE ON ROY FROM ACROSS THE ROOM

     They share a moment.  Roy looks away quickly and gets into 
     line.

     CUT BACK TO: 

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 4
     4-7-00                                                      


                           GRACE (CONT'D)
               Um, I have to uh, use the ladies 
               room, excuse me.

     Grace gets up and heads for the bathrooms in the back.  Roy 
     follows after a few seconds.

13   INT. HALL -- EXT. BATHROOMS                                   13   

     She heads down the hall.  She enters the ladies room.  Roy 
     enters the men's room.

14   INT. MEN'S ROOM -- CONTINUOUS                                 14   

     Roy stands at the door listening for Grace, he peeks out to 
     see if she has exited.  A man from the urinals stands looking 
     at Roy.

                           MAN 2
               Hey man, what are you doing?

     Roy looks back at the man startled.

                           ROY
               Um, nothing.

     Roy tries to exit but Mitch is coming his way, he quickly 
     hides in a stall.  The man at the urinal does not know what 
     to make of him.

     Mitch enters the bathroom and goes to the urinal in front of 
     Roy's stall. 

     Mitch finishes and exits.

15   EXT. BATHROOM -- CONTINUOUS                                   15   

     He sees Grace.  She is standing at the end of the hallway 
     looking out into the restaurant.

                           MITCH
               Looking for me?

     Grace turns, startled.

     Mitch grabs her and kisses her passionately.  She is taken 
     aback but gives in willingly.   

                           GRACE
                    (out of breath)
               Yeah. 

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 5
     4-7-00                                                      


                           MITCH
               You ready to blow this joint?

     Grace looks at her watch.

                           GRACE
               Yeah, better get back soon or Mr. 
               Auster will have my head.

     The toe grab their things from the table, say their good-
     byes and exit.

     Roy walks out from the bathroom.  And stands staring out the 
     window the way in which Grace left.  His head is hung low.

     The man from the urinal walks past Roy in a huff.

                           MAN 2
                    (under his breath)
               Freak!

     Roy stands unfazed, staring after Grace.

16   INT. KINGSTON TOY INC. -- EARLY EVENING                       16   

     Roy sits at his cubicle staring out the window at the clouds.  
     His eyes follow them as they slowly float past him.  He looks 
     over to Mr. Steven office.  The shades are drawn and his 
     receptionist is nowhere to be seen.  Roy grabs his tape 
     recorder from the desk and walks over to the office.  He 
     leans close to the window and listens.

     Jack walks by.

                           JACK
               Buddy, the clock says 5:30.  Are ya 
               staying all night?

     Roy jumps back, pretending to look for something in the desk.

                           ROY
                    (looking at his watch)
               Oh my God!

     Roy runs to his desk and grabs his things.  He turns to Jack 
     to say something but just pushes him aside and runs out.

                           JACK
                    (yelling after him)
               Did I miss something?  Where are you 
               going?  Call me later?

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 6
     4-7-00                                                      


     Jack stands there looking after Roy.  He looks at Mr. Stevens' 
     office, nods his head and exits.

17   EXT. ROY'S HOME -- LATER EVENING                              17   

     Queens' Village area.  The house is tucked away on a side 
     street secluded by trees and bushes from the other houses.  
     It sits alone with its two car garage, high narrow roof, and 
     large ornate windows.  

     Roy pulls up to the house in a gray Volvo.  The garage door 
     opens and he drives in.

18   INT. ROY'S HOME -- MOMENTS LATER                              18   

     Roy walks into the kitchen.  The kitchen has all the amenities 
     of a great chef.  Everything is in perfect order and 
     incredibly clean.

     Roy walks out of the kitchen into the Den.  This room is 
     also quite beautiful and perfectly kept.  Many bookshelves 
     line the walls of the room.

     Roy walks through the Den and pulls open a concealed door 
     that is part of the bookcase.

19   INT. OFFICE -- CONTINUOUS                                     19   

     The office is dark and folds in on you, Roy seems out of 
     place here.  

     Roy lays his briefcase on the desk.  He opens it slowly and 
     pulls out the compact.

     He walks to the cabinet and opens it, a picture of Grace 
     sits inside surrounded by objects, his treasure.  He places 
     the compact next to the handkerchief nd closes the cabinet 
     doors.

     Roy leaves and goes out through the den.

20   INT. KITCHEN -- CONTINUOUS                                    20   

     Roy enters, opens the refrigerator to an array of take out 
     containers.  He pulls out a slab of pizza.  Roy walks into 
     the atrium.

21   INT. ATRIUM -- CONTINUOUS                                     21   

     This city light pours through the huge windows that line the 
     walls, illuminating the stairs.  Huge paintings are covered 
     in sheets as is the Grandfather clock covered in cobwebs. 

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 7
     4-7-00                                                      


     Roy ascends the stairs, unsettling the dust and web on the 
     way up.

22   EXT. UPSTAIRS HALL. -- MOMENTS LATER                          22   

     Roy walks down the hall-- everything is draped in sheets.  
     He turns into-- 

23   INT. ROY'S BEDROOM -- CONTINUOUS                              23   

     Roy's Bedroom, little has changed.  Toys line the shelves 
     and the walls.  His room is as if a 10 year old lived there.  
     A covered canvas sits by the window.

     Roy lays on the bed his feet dangling off.

     He grabs a toy dog and sits it on his chest. 

                           ROY
               It seemed like old times today.  
                    ("Dog's" voice)
               What happened?
                    (His own voice)
               I got a compact.
                    ("Dog")
               A compact?  Did you speak to her?
                    ("Roy")
               I touched her shoulder.
                    ("Dog")
               You have to do better than that!
                    ("Roy")
               I am doing the best I can!
                    ("Dog")
               You're best.  You whine about your 
               best but I don't see any results. 
                    ("Roy")
               I'll do better, I promise.
                    ("Dog")
               You're running out of time.
                    ("Roy")
               What do you mean?
                    ("Dog")
               That, Mitch.  He's gonna get her 
               soon enough.  So, you better get a 
               move on. 

     Roy jumps off the bed and throws the dog aside.  He walks 
     out of the room.

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 8
     4-7-00                                                      


24   EXT. ROY'S BEDROOM--HALLWAY -- CONTINUOUS                     24   

     As Roy exits the room it transforms   The hallway becomes 
     bright and full of sunshine, the windows are clean and 
     gleaming, everything is uncovered looking alive.  

     Roy bounds out of his room, young Roy.  A fifth grader, Young 
     Roy runs down the stairwell to the front door, grabbing his 
     bag and coat.  He opens the door, stops and yells back into 
     the house.

                           YOUNG ROY
               Mom, I'm going!

                           ROY'S MOTHER (O.S.)
               Okay, dear.  Be careful.

                           YOUNG ROY
               I will!

                           ROY'S MOTHER (O.S.)
               Roy...

                           YOUNG ROY
               Yeah?

                           ROY'S MOTHER (O.S.)
               I love you.

     Young Roy shrugs with annoyance.

                           YOUNG ROY
                    (obediently)
               Love you too.

     Roy pulls the door shut.

25   EXT. ELEMENTARY SCHOOL -- MORNING                             25   

     A medium-sized brick building, Neshaminy Elementary. 

     Roy runs up the stairs into school.

26   INT. ELEMENTARY SCHOOL -- MOMENTS LATER                       26   

     The hall is empty.  The walls are lined with short 
     multicolored lockers and yellow classroom doors.

     Roy runs down the hall.  A foot goes out and Roy trips.  His 
     bag goes flying and Roy lands on the floor.  The foot, Timmy 
     McFadden walks by laughing and pointing.  Roy sits gathering 
     his things together.

                                                       (CONTINUED)

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     382-Rubin-0329                                          p. 9
     4-7-00                                                      


     Out of the shadows comes a girl with long dark curly hair 
     and bright blue eyes.  She bends down and hands him a book.

                           YOUNG GRACE
               Need some help?

     Roy, red, looks down as he takes the book from her.

                           YOUNG ROY
               Th-Thanks.

                           YOUNG GRACE
               I saw what Timmy did, you should 
               tell somebody.

                           YOUNG ROY
               I can't, nobody'd believe me.

     Roy continues to stuff his things into his bag.

                           YOUNG GRACE
               You're gonna be late for class.

     Roy looks up at the clock on the wall, 9:17.

                           YOUNG ROY
               Yeah.
                    (beat)
               So are you.

                           YOUNG GRACE
               Nah, I got a pass to use the lavatory.

     Roy sits on the floor, bag in lap.

                           YOUNG ROY
               What am I going to do now?

                           YOUNG GRACE
               How many times have you been late?

                           YOUNG ROY
                    (looking away)
               Five times.

                           YOUNG GRACE
               One more time and...

                           YOUNG ROY
               Detention.

     Roy puts his head in his hands.

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 10
     4-7-00                                                      


                           YOUNG GRACE
               Don't worry so much.  I got an idea.

     The two huddle together.  Grace whispers in Roy's ear.

     They walk to class.  

27   INT. CLASSROOM -- CONTINUOUS                                  27   

     The classroom is small with a lot of equipment crammed into 
     it.  The teacher, Ms. Andrews, stands behind her desk taking 
     role.  There are 20 or so small desks facing the front.  
     Children sit in the first three rows.

     Grace and Roy walk up to Ms. Andrews.  She stops and looks 
     at them.

                           MS. ANDREWS
               Well, where have you two been?

                           GRACE
               I had to use the pass and Uh, um...

     She turns desperately to Roy.

                           YOUNG ROY
                    (quickly whispers in 
                    her ear)
               Roy.

                           YOUNG GRACE
               Roy, was coming from the principal 
               and he said I could walk him back to 
               class.

     They kids look at each other and take a deep breath.  

     Ms. Andrews regards them suspiciously but shrugs it off.

                           MS. ANDREWS
               Go sit down, please.

     Roy and Grace sit.  Ms. Andrew resumes taking role.

     ANGLE ON YOUNG GRACE AND YOUNG ROY

     They share a look.

28   INT. ROY'S HOME -- CONTINUOUS                                 28   

     Roy walks through the door, puts his bag and jacket on the 
     divan.

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 11
     4-7-00                                                      


29   INT. KITCHEN -- MOMENTS LATER                                 29   

     Roy's mother, Victoria, stands chopping vegetables, smoking 
     the butt of a cigarette.  She is tall and pale.  She coughs 
     or wheezes every time she speaks.  She has long light brown 
     hair, her features are similar to Grace's.  The ashtray is 
     filled to capacity.  She puts out the cigarette and lights 
     another.  In the corner sits an oxygen tank and a mask. 

     Roy sits on the chair opposite his mother.

                           ROY'S MOTHER
                    (wheezing)
               How was your day Sweetie?

     Roy picks at the vegetables and starts to nibble.

                           YOUNG ROY
                    (mouth full)
               It was okay.

                           ROY'S MOTHER
                    (coughs)
               Just okay?

                           YOUNG ROY
               Well...

     Roy's mom stops chopping, her full attention on him.

                           ROY'S MOTHER
               Go on.

                           YOUNG ROY
               I was late for school today and...    
               I dropped my books and this girl 
               came by helped me..

                           ROY'S MOTHER
                    (breathing hard)
               A girl?  Was she pretty?

     Roy blushes.  

                           YOUNG ROY
               Yeah, she's pretty.  She helped me 
               out today and then lied to the teacher 
               about why I was late.

                           ROY'S MOTHER
               She lied?

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 12
     4-7-00                                                      


                           YOUNG ROY
               She made up a story so I wouldn't 
               get in trouble.

                           ROY'S MOTHER
                    (disapproving, wheezes)
               You mean she lied.

                           YOUNG ROY
                    (pleading)
               She saved my butt, mom.

     An awkward silence, then She goes back to chopping.

                           ROY'S MOTHER
               You met a girl and she lied for you, 
               it must be love.

                           YOUNG ROY
               M-o-m, don't say that.  She's just a 
               girl and she does not love me.  You 
               are so weird.

     Roy goes out.  She grabs for the mask and places it on her 
     face, she takes a couple long, hard breaths.  She lights up 
     another cigarette.

30   INT. DEN -- CONTINUOUS                                        30   

     The Den as is was before but it looks new and lived in.  He 
     sees that the book case door is opened.  He sticks his head 
     in.

31   INT. OFFICE -- CONTINUOUS                                     31   

     Roy's Dad, Daniel,  sits behind the desk with a calculator 
     and a pile of papers.  He is going through his papers, 
     checking and rechecking numbers.  As soon as he notices Roy, 
     he stops his work and stares at his son, he lights a 
     cigarette.  

                           ROY'S DAD
               Do you want something? 

                           YOUNG ROY
               No.

     Roy stands at the door.

     His father staring at him like a pest. 

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 13
     4-7-00                                                      


                           YOUNG ROY (CONT'D)
               I just wanted to see what you were 
               doing.

                           ROY'S DAD
               See what I'm doing?

     Roy Nods.

                           ROY'S DAD (CONT'D)
               You're done.

     He resumes working. 

     Roy stands silent.  He exits head down, tears rolling off 
     his cheek.

32   EXT. OFFICE -- CONTINUOUS                                     32   

     Roy walks out as an adult.  The lights from the past fade 
     into the present.  Roy turns looking into the office, it's 
     empty and lifeless.

     Roy walks to the kitchen in a trance.

33   INT. KITCHEN -- CONTINUOUS                                    33   

     Passing through like a ghost.  

     He enters the atrium.

34   INT. ATRIUM -- CONTINUOUS                                     34   

     Roy stands underneath the chandelier.  He looks up and sees 
     the moon through the windows over the door.  He begins to 
     howl.

                                                     DISSOLVE TO:

     WOLVES HOWLING AT THE MOON.

     REVEAL, A TV PROGRAM OF WOLVES.

35   INT. GRACE'S BEDROOM -- EVENING                               35   

     The moon is seen through the windows.  Grace lays in bed 
     next to Mitch, sound asleep smoking.  She flips from the 
     wolves to another channel, a preacher, the news, a talk show, 
     etc.  She clicks it off, throwing the remote off the bed.  
     She tries to cuddle with Mitch, he turns away from her.  She 
     breathes deeply and closes her eyes.

     CLOSE UP, GRACE'S EYES POPPING OPEN.

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 14
     4-7-00                                                      


     It's now morning.  Grace lays in bed covered by mounds of 
     blanket where Mitch was.  She looks over at the clock, 8:45.

                           GRACE
               Oh my God!

     Grace jumps out of bed and runs into the bathroom.

                                                          CUT TO:

36   EXT. CITY STREET. -- MORNING                                  36   

     Grace is making a mad dash down the street.  She is weaving 
     in and out of people, fixing her hair and clothes as she 
     goes.

37   INT. SUBWAY -- MOMENTS LATER                                  37   

     Grace stands on the platform finishing her face as the train 
     pulls up in front of her.  She gets on the train.  It pulls 
     away.

38   EXT. DESIGN STUDIO -- LATER                                   38   

     The building is modern and trendy.  The front is all window, 
     including the door.  Grace is running down the street.  She 
     enters the studio.  She is seen through the window talking 
     to someone.  She finishes walks out of sight.

     REVEAL, ROY ACROSS THE STREET.

     Roy is sitting on a bench holding a newspaper, sipping coffee.  
     He waits a few moments, folds the newspaper up and dumps the 
     coffee.  He crosses the street, retracing Grace's steps.

39   INT. GRACE'S BEDROOM -- LATER                                 39   

     Roy lays in Grace's bed.  He smells her pillows and blankets.  
     He pulls the covers over his head and breathes deeply.  He  
     walks around the room and out the door.

40   EXT. GRACE'S BEDROOM/HALLWAY -- LATER                         40   

     Roy walks down the hall.  He caresses the pictures of Grace, 
     touching everything.  

41   INT. GRACE'S LIVING ROOM --LATER                              41   

     He touches her things.  He picks up a glass with lipstick on 
     it and pretends to drink.  He takes a sweater from the sofa 
     and smells it.  He comes upon a picture, Grace as a little 
     girl.  He snatches it off the table.

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 15
     4-7-00                                                      


                           ROY
               This is new.

     He examines the picture.  He holds it close, hugging it to  
     his chest.

                           ROY (CONT'D)
               You're coming home with me.

     Roy sticks the picture in his coat pocket.  He takes one 
     more look around, and starts to straighten the things he's 
     touched.  He retraces his steps throughout the apartment.

     MONTAGE

42   INT.LIVING ROOM                                               42   

     Roy cleaning.

43   INT. KITCHEN                                                  43   

     Roy cleaning.

44   INT. BATHROOM                                                 44   

     Roy cleaning.

45   INT. BEDROOM                                                  45   

     Roy cleaning.  He kisses her pillow and holds it close to 
     him.  He pulls out a paper heart from hi pocket and places 
     it on the pillow.  He stares at it for a moment.

                           ROY
               That just won't do.

     Roy grabs the heart, folds it and places it in his back 
     pocket.  Suddenly, Roy's eyes go blank, he stands rigid with 
     a strict look across his face.

                           ROY 2
                    (as if someone else 
                    talking to himself)
               How are you supposed to make any 
               kind of impression with that?  

     Roy's posture goes back to normal.

                           ROY
               I know it's wrong that's why I took 
               it away.  I just want to be close to 
               her. 

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 16
     4-7-00                                                      


     Roy changes again.

                           ROY 2
               Weak!  That's right, you are weak.  
               A weak mind, a weak soul.  Can't 
               even get the nerve to ask the poor 
               little thing out.  No, you go snooping 
               through her things, stealing from 
               her --

     Roy changes, but only slightly.

                           ROY
               That's not true!  

     Roy starts to change more into the other character physically 
     but he's still Roy.

                           ROY (CONT'D)
               I am not a weak man.  Don't mess 
               with me...

     Roy stands for a moment, pulling himself together.  He grabs 
     everything that would indicate his presence.  He takes out 
     the heart and drops it behind the dresser. 

46   EXT. GRACE'S APARTMENT -- EVENING                             46   

     Roy is locking the door (7F) with a key.  He walks to the 
     elevator.  

47   INT. THIRD FLOOR OF GRACE'S APARTMENT BUILDING -- MOMENTS 
     LATER                                                         47   

     Roy goes to room 3R, unlocks it and enters.

48   INT. ROOM 3R -- CONTINUOUS                                    48   

     The room is dark and dirty, and filled with smoke.  The 
     windows are covered heavily by drapery.  Newspapers  and 
     trash lay everywhere.

     Someone sits int the bedroom watching The Price is Right.  
     We do not see this person.  Cigarette smoke is blown out in 
     front of the TV.

                           ROY
               You need anything from the store?

     A gnarled hand waves at Roy, no. 

     Roy grabs some trash, and papers, and a broken cane and exits.

                                                       (CONTINUED)

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     382-Rubin-0329                                         p. 17
     4-7-00                                                      


49   EXT. ROOM 3R -- CONTINUOUS                                    49   

     He goes to the end of the hall and dumps it down the shoot.  
     He walks to the door and bangs on it.

                           ROY
                    (yelling)
               See ya later.

     Roy walks to the stairs. 

50   INT. GRACE'S APARTMENT BUILDING -- MOMENTS LATER              50   

     Grace walks into the building.  She gets her mail.  Grace 
     turns to wait for the elevator.  Roy exits the stairs.  Grace 
     enters the elevator as Roy walks out of the building.

51   EXT. GRACE'S APARTMENT BUILDING -- MOMENTS LATER              51   

     Roy stands outside looking up at Grace's window.  The light 
     goes on.  He realizes it's dark outside.  He looks at his 
     watch and walks away.

                                                          CUT TO:

52   INT. KINGSTON TOY INC. -- MORNING                             52   

     Roy sits at his desk wading through paper, overwhelmed.  He 
     pushes the paper around to reveal Grace's picture on his 
     desk.  Jack walks up behind Roy.

                           JACK
               How ya feeling there buddy?

                           ROY
                Fine.  Why?

     Jack looks confused.

                           JACK
               You being sick and all.

                           ROY
               Oh yeah.  Thanks.

     Roy goes back to work.

     Jack does not move. 

                           ROY (CONT'D)
                    (looking up)
               Sorry, pal, but I gotta get back to 
               all this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 18
     4-7-00                                                      


                           JACK
               Wanna grab a drink tonight? 

                           ROY
               I uh, well, I've got plans.

                           JACK
               Maybe some other time?

     Roy nods slightly and turns away. 

     Jack goes back to his cubicle but keeps looking over at Roy.  

                           ROY (CONT'D)
               That idiot! 

     A man comes up behind Roy.

                           MR. STEVENS
               Who?

     Roy startled, jumps a little.  He turns around to see...

                           ROY
               Mr. Stevens!  I uh, I was just uh, 
               thinking...

                           MR. STEVENS
               Out loud?

                           ROY
               Yeah. 

                           MR. STEVENS
               Everything well?

                           ROY
               Yes sir.  Fine.  Thank you for asking.

                           MR. STEVENS
               Roy, can I be honest with you.
                    (doesn't wait for Roy 
                    to answer)
               Roy, Kingston is a family.  And we 
               all have to work together to make 
               this family work.  If even one of us 
               is out of sync, the entire unit can 
               be harmed.  Do you understand what 
               I'm saying here, Roy?  Do you care 
               about the Kingston family?

                           ROY
               Yes sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 19
     4-7-00                                                      


                           MR. STEVENS
               Good, I'm glad we're on the same 
               page.  Now get back to work, and I 
               do mean work!

     Roy is physically shaken from this interaction.  His face 
     and knuckles are white.  Perspiration glistens on his face 
     and neck.  Roy's phone rings, startling him.  He picks up 
     the receiver.

                           ROY
               Hello.
                    (pause)
               Jack!  What...!

     Roy looks up and across from him Jack sits holding the phone.  
     Jack waves the phone at him and then points to it "we should 
     talk".  Roy puts the phone to his ear.

                           JACK
               What happened?  Did he fire you?

                           ROY
               No, he didn't fire me.  Why would 
               you think that...  Wait, nevermind, 
               I don't wanna know.

                           JACK
               I'm sorry guy.  You should'a come to 
               work yester--

     Roy slams the phone down.  Jack feels the pain of the phone 
     slamming down.  He stands up and looks at Roy.

                           JACK (CONT'D)
               What did I do?

     Roy just shakes his head and turns away.  He looks past the 
     mound of paper and into the eyes of the girl in the picture.  
     He kisses his finger and puts it to the lips of the picture.

53   INT. GRACE'S BEDROOM -- EVENING                               53   

     Grace stands at an easel painting, phone in one hand, brush 
     in the other.

                           GRACE
               Mitch, have you seen that picture my 
               mom gave me?
                    (pause)
               The one that she gave me for my 
               birthday.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 20
     4-7-00                                                      


                           GRACE (CONT'D)
               The one of me as a little girl.
                    (pause)
               Yeah, that one.  You haven't?  I 
               don't know, it's gone.
                    (pause)
               I thought about that.  She's not the 
               kind that would steal.  Mitch, please!  
               I am not going to-- Alright, I'll 
               ask.
                    (pause)
               Bye.

     Grace hangs up the phone, defeated.  She stares at the easel 
     disapprovingly, the tip of the brush in her mouth, she starts 
     to paint but keeps stopping herself before the brush touches 
     the canvas.  Suddenly she rips the canvas from the easel and 
     heaves it out the open bedroom window.

54   EXT. GRACE'S APARTMENT BUILDING -- CONTINUOUS                 54   

     Roy stands outside the building.  He is looking up at Grace's 
     window.  The painting comes flying out the window and hits 
     Roy on the head.  

     Grace POV out the window, Roy lying on the ground.

                           GRACE
               Oh my God!

     Grace disappears from the window. 

                                                     DISSOLVE TO:

55   INT. CLASSROOM -- AFTERNOON                                   55   

     Young Roy is standing at an easel in an art class in fifth 
     grade.  He is painting a young girl.  It's not half bad.  He 
     stops painting a moment and looks up.

56   ROY'S POV: GRACE ACROSS THE ROOM PAINTING                     56   

     She notices Roy staring at her, he quickly looks away.

     She likes that he is staring, he looks up, their eyes meet.  
     The bell rings.

                           TEACHER
               All right children, let's gather all 
               the art supplies together and clean 
               up.  Who wants to be monitors today?

     All the children raise their hands.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 21
     4-7-00                                                      


                           TEACHER (CONT'D)
               Okay.  Roy and...

     She scans the faces.  She points in Grace's direction and 
     then...

                           TEACHER (CONT'D)
               Sally.  You two are in charge of 
               cleanup.  Whoever does the best jobs 
               gets a pass for a free dessert at 
               lunch.

     The children start to clean.  Roy drapes his painting and 
     slowly cleans his area.  Grace walks over to him.

                           YOUNG GRACE
               I saw you staring at me.

     Roy turns away, head down.

                           YOUNG ROY
               I'm sorry.

                           YOUNG GRACE
               Can I see what you were drawing?

     Roy turns toward her.

                           YOUNG ROY
               It's nothing.

                           YOUNG GRACE
               Come on, show me.

     Roy reluctantly gives in to her.

                           YOUNG ROY
               It's just... It's something I...  

     Roy unveils the painting.  Grace takes a step back.  She 
     looks at him, a smile crosses her face.

                           YOUNG GRACE
               It's very pretty.

     Roy looks up at her surprised.

                           YOUNG ROY
               You really like it?

     Grace nods her head in approval.  Roy stands dumbfounded.  
     Grace looks at the painting and then at Roy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 22
     4-7-00                                                      


                           YOUNG ROY (CONT'D)
               Can I see yours?

     They walk over to her painting.  It's a beautiful landscape.  
     Roy stares, caught up in it.

                           YOUNG ROY (CONT'D)
                    (stammering)
               This is a-mazing.

                           YOUNG GRACE
               Do you like Monet?

     Roy shrugs. 

                           YOUNG GRACE (CONT'D)
               He's my favorite.  Well, I gotta go.

     Grace turns to leave.  Roy watches her.  He stares long after 
     her.

     Roy looks at his own painting and then over to Grace's.  He 
     shakes his head and covers it.  He exits.

                                                          CUT TO:

57   INT. ROY'S HOME -- LATER                                      57   

     Roy walks in as before and goes into the kitchen.  His mother 
     is not in the kitchen.  Roy looks for her.

58   INT. DEN -- MOMENTS LATER                                     58   

                           YOUNG ROY
               Mom!  Mom, where are you?

     Roy walks to his father's office.  He looks in.  Empty.

                           YOUNG ROY (CONT'D)
               Where are you Mom?

     Roy walks to the atrium.

59   INT. ATRIUM -- MOMENTS LATER                                  59   

     Roy walks up the stairs. 

60   INT. HALLWAY -- MOMENTS LATER                                 60   

     Roy walks down the long, dark hallway.  He heads for the 
     last door, his parents bedroom.  Roy comes to the door.  He 
     hesitates and then pushes the door open.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 23
     4-7-00                                                      


                           YOUNG ROY
               Mom?

     Roy walks in.  The room is beautiful.  A huge canopied bed.  
     Large bay windows and a fire place.  The furniture is all 
     antique woodwork.  Everything is spotless, except for his 
     mother's robe lying on the floor by the bed.  Roy goes over 
     and picks it up.

     Roy walks out, robe in hand.

61   EXT. BEDROOM/ INT. HALLWAY -- CONTINUOUS                      61   

     Roy walks out and down the hall.  He gets to the top of the 
     stairs.  He sees his father hanging his coat.  His father 
     looks up, pale and haggard.  They share a moment.  Roy's 
     father drops his head and motions for Roy to join him.  Roy 
     walks down the stairs slowly.

                                                          CUT TO:

62   EXT. CHURCH -- DAY                                            62   

     The day is gray and rainy.  A line of limousines line up 
     outside the church.

     ANGLE ON THE DOORS OF THE CHURCH

     The doors open wide and a procession of men carrying a coffin 
     exit.  Followed by Roy and his father.  All get into the 
     cars.  The long line of follows the hearse down the street.

63   EXT. CEMETERY -- LATER                                        63   

     The coffin sits on top of the plot.  Roy, his father, and 
     family sit grave-side.  People stand all around.  The Priest 
     takes his place and starts to speak.

                           PRIEST
               From the earth we came and from the 
               earth we shall return.  Ashes to 
               Ashes and Dust to dust.
                    (pause)
               Today, we mourn the passing of 
               Victoria Darlin.  She leaves behind 
               her husband Daniel and son Roy.  She 
               will be missed by all.
                    (pause)
               Daniel, would you or your son like 
               to speak?

     Daniel shakes his head, embarrassed, unable to speak.  Roy, 
     shaking, walks up to the Priest and turns to face the crowd.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 24
     4-7-00                                                      


     Roy clears his throat.

                           YOUNG ROY
                    (to the Priest)
               I don't know what to say. 

                           PRIEST
                    (to Roy)
               Just say what's in your heart, son.

                           YOUNG ROY
               My mother was a wonderful person.  
               She took care of me and loved me 
               more than anyone.  She didn't deserve 
               to die.
                    (looking at his father)
               She's not the one who should be dead!  
               She's not the one who should be lying 
               in that coffin!

     The Priest tries to grab Roy.  He pulls away to the other  
     side of the coffin.  

     Roy's father shifts uncomfortably in his chair.  He begins 
     to look around at the faces staring at him.

                           YOUNG ROY (CONT'D)
               My mother deserved to live forever.  
               She should be standing up here with 
               me!  Unlike my--

     The Priest goes to grab Roy.  He grabs his arm.  Roy squirms 
     around.  His father comes up and takes his other arm.

                           PRIEST
               That's enough!

                           ROY'S DAD
               Don't say another word. 

                           YOUNG ROY
               Leave me alone!  You don't care about 
               me!  You didn't care about her!  All 
               you care about is your work!  Let go 
               of me!  LET ME GO!

     Roy pulls lose from the men and starts to run from them.  He 
     runs far off into the cemetery.  They do not follow.  They 
     all watch as he runs away.

     The Priest and Roy's father face the mourners.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 25
     4-7-00                                                      


                           PRIEST
               Please, let's all try to calm down.  
               We must try not to think of sorrow, 
               but the joy that Victoria brought us 
               all.  Let's put her to rest and let 
               her sleep in peace..

     They all turn back to the coffin.  Roy's dad walks back to 
     his chair.  He stares blankly, then looks to the coffin and 
     shakes his head slowly.

                                                          CUT TO:

64   EXT. CEMETERY -- MOMENTS LATER                                64   

     Roy watches the funeral from behind the iron fence.  He sees 
     the coffin lowered.  His father shaking hands and hugging 
     relatives as they leave.  He goes up to the Priest and shakes 
     his hand.  Those that are left, walk back to their cars and 
     disappear from view.  Roy walks away from the cemetery and 
     heads down the road.

                                                     CUT BACK TO:

65   INT. CEMETERY -- CONTINUOUS                                   65   

     Roy's father stands alone at the grave site.  He drops to 
     his knees and begins to cry.

                                                          CUT TO:

66   EXT. HOUSING DEVELOPMENT -- EVENING                           66   

     Roy is wandering around.  He comes to a house with a moving 
     truck outside of it.  He knows this house.  He doesn't 
     understand.  Young Grace walks outside carrying a box of 
     stuffed animals.  Roy stands and takes a deep breath.  He 
     walks over to her.

                           YOUNG ROY
               Hi, Grace.

     Grace puts down the box of toys.  She walks over to him. 

                           YOUNG GRACE
               Roy, right?

                           YOUNG ROY
               Yeah.
                    (Uncomfortable silence)
               You're moving?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 26
     4-7-00                                                      


                           YOUNG GRACE
               Yeah, my dad got a new job in Seattle.  
               He works with airplanes, I'm not 
               exactly sure what.

     Grace picks up the box and puts it near the moving truck.  
     Roy walks over to her. 

                           YOUNG ROY
                    (restrained)
               That's exciting.

     Grace tries to lift the box into the truck. 

                           YOUNG GRACE
               My dad's really happy.

     Grace is struggling with the box.  Roy runs over to help 
     her.  He gets the box in the truck. 

                           YOUNG ROY
               What about you?

     Roy moves a little closer to Grace.  He stands a step away 
     from kissing her.

                           YOUNG GRACE
                    (looking away from 
                    Roy)
               I'm gonna miss living here.  I'll 
               miss my friends...

     Roy leans in a little.  

                           YOUNG GRACE (CONT'D)
               School, the tasty cakes.

     Grace takes a sideways step, almost losing his balance.  
     With Grace's back turned, he gains his composure.  Grace 
     turns back to him.

                           YOUNG GRACE (CONT'D)
               Did you know that there are no Tasty 
               cakes in Seattle?  Only here.  They 
               make them here, did you know that?  
               There's a factory and you can go and 
               watch how they make all the different 
               kinds.  Isn't that amazing?

                           YOUNG ROY
               Yeah, it's amazing.

     Roy looks at Grace lovingly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 27
     4-7-00                                                      


                           YOUNG GRACE
                    (oblivious to Roy)
               Well, I gotta go finish packing.  
               I'll miss you, Roy.  Hope you have a 
               good... Oh, I don't know.  Good luck.

                           YOUNG ROY
               You too!  I mean... I'll miss you 
               too!

     Grace walks into the house.  Roy stands, watching her go, 
     when she's gone, he turns and walks away.

                           YOUNG ROY (CONT'D)
               I'll miss you, I'll miss you, I love 
               you, I love you etc.

     Young Roy walks down the street talking to himself.

                                                     DISSOLVE TO:

67   EXT. GRACE'S APARTMENT BUILDING -- NIGHT                      67   

     Roy lays on the ground with the painting on top of him.  He 
     starts to wake.  He looks at the painting, it looks like him 
     as a boy.

     Roy's POV: Grace running to the door.

     He stands quickly, seeing her, he runs off.

     Grace runs to where her painting landed, no one, not even 
     the painting.  She just stands there, not knowing what to 
     do.  She slowly walks back to her apartment.

     Roy hides around the corner.  He waits till Grace is in her 
     apartment and then walks off. 

68   INT. BAR -- LATER THAT NIGHT                                  68   

     The door swings open from the outside.  Lamp light fills the 
     bar for a few seconds blocking out who is entering for a 
     moment.  Roy enters, he looks haggard, disheveled, he holds 
     the painting in his hand.  He takes the nearest bar stool 
     and sits the painting next to him, he orders.

                           ROY
               Stoli.

     The bartender bring his glass.  Roy empties it before he 
     goes.  Roy raises his finger.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 28
     4-7-00                                                      


                           ROY (CONT'D)
               I'll have another. 

     Roy turns away from the bar and looks around.  People drinking 
     their misery away.  People partying after work.  A few couples 
     smooching in the back.  He notices something familiar about 
     the guy in the last booth.  Roy takes a closer look, slowly 
     he inches towards them.  He stops.  It's Grace's boyfriend, 
     Mitch.  Roy goes red.  He readies himself for a fight.  Mitch 
     gets up and pulls his woman to him and kisses her.  They 
     grab their coats, walking right by Roy.  Roy walks to their 
     booth and sits down.  The waitress puts a shot in his hand.  
     He drinks it down.  He puts his hand around the glass and 
     tries to break it, he gives up.  Roy lays his head on the 
     table.

69   INT. ROY'S HOME/ATRIUM -- EVENING                             69   

     Roy runs through the house.  Pulling the sheets off of 
     everything.

70   INT. HALL -- MOMENTS LATER                                    70   

     He throws all of the sheets off and starts dusting with his 
     shirt.  He walks down the hall to his parents bedroom.  He 
     throws open the door.

                                                          CUT TO:

71   INT. OFFICE -- MORNING                                        71   

     Ray sits leaning back in his father's leather chair, legs up 
     on the desk, smoking a cigar from a box recently opened.  He 
     puffs regularly, making rings of smoke.

72   INT. ATRIUM -- MOMENTS LATER                                  72   

     The smoke from the den wafts a bit into the atrium.  It is 
     spectacularly clean.  

73   INT. OFFICE -- CONTINUOUS                                     73   

     Roy sits up at the desk and takes out a piece of paper.  He 
     begins to scribble fast. 

74   INT. HALLWAY -- CONTINUOUS                                    74   

     Everything is gleaming new.

75   INT. OFFICE -- CONTINUOUS                                     75   

     Roy goes to the cabinet and opens his shrine to Grace.  He 
     lights the candles inside.  It glows bright on him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 29
     4-7-00                                                      


     He stares holding his sheet of paper.

76   EXT. ROY'S BEDROOM -- LATER                                   76   

     Roy closes the door and locks it.  

77   INT. PARENTS BEDROOM -- MOMENTS LATER                         77   

     Roy takes the key and puts it in his mother's Jewelry box.  
     The room is basically the same except, Roy has moved into 
     the room.

78   INT. OFFICE -- MOMENTS LATER                                  78   

     Roy is talking on the phone, writing things down.   

     Roy grabs a stack of papers and leaves the room.  He reenters 
     and grabs something from the shrine and puts it in his pocket.  
     He exits.

79   EXT. DESIGN STUDIO -- DAY                                     79   

     A changed Roy stands outside the studio.  He is in a dapper 
     suit.  He wears glasses, and now has green eyes.  He is clean 
     shaven, his hair is blond, short, and styled. 

     Roy takes a deep breath and enters the studio.

80   INT. DESIGN STUDIO -- CONTINUOUS                              80   

     Roy walks in confidently.  The studio is large and white.  
     Modern paintings and computer generated art hangs on the 
     walls.  Before the doors there is a reception area.  A man 
     sits at the desk.

                           RECEPTIONIST
               Do you have an appointment, Sir? 

     Roy walks right past the man and into the offices.

                           RECEPTIONIST (CONT'D)
               Sir, you can't do that!  Sir!

81   INT. STUDIO OFFICES -- CONTINUOUS                             81   

     The receptionist follows.  He goes to get some help.

     Roy follows his nose to Grace's office.  Her name plate on 
     the door.  He puts his hand to the door to knock but walks 
     right in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 30
     4-7-00                                                      


82   INT. GRACE'S OFFICE                                           82   

     Grace sits at her desk talking on the phone.  She looks up.

                           GRACE
               What are you doing?
                    (to the phone)
               No, not you.
                    (to Roy)
               You!  Who are you?
                    (to the phone)
               Yes, I know who... Can I call you 
               back?  Okay, bye.

     Grace stands behind her desk.

                           GRACE (CONT'D)
               Who the hell do you--

     Roy thrusts a business card in her face.  She takes it.

                           GRACE (CONT'D)
               Andrew Lenahan? 

                           ROY
               I'm sorry to intrude but I--

                           GRACE
               What?  I'm going to call security!

     Grace goes for the phone.  Roy stands between her and the 
     phone. 

                           ROY
               Please, I apologize for my rudeness.  
               I guess my excitement got the best 
               of me. 

                           GRACE
               Do you always just walk into people's 
               offices without knocking?

                           ROY
               I try not to make it a habit, but 
               yes, sometimes I do just forgo the 
               formalities and walk right in.

     Grace starts to respond.  Roy walks around her, takes her 
     from behind the desk and sits her in the chair next to him.

                           ROY (CONT'D)
               I find the element of surprise always 
               works in my favor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 31
     4-7-00                                                      


     Roy stands. 

                           ROY (CONT'D)
               Now, let's get to business, shall 
               we.

     He faces her.   

                           GRACE
               What business is that?

                           ROY
               I've come to commission a painting.

     Grace looks at Roy in shock.

                           ROY (CONT'D)
               Yes, I know you'll say you're not an 
               artist, but I know differently.

     Grace's mouth drops wide open.

                           GRACE
               I-uh-I-uh, I don't know what to say.

                           ROY
               Say you'll do it.

                           GRACE
               I don't know anything about you.  I 
               don't even know you and you want me 
               to paint for you.  How... I mean... 
               How do you know anything about me?

                           ROY
               There are things beyond even your 
               control.
                    (pause)
               If you must know--

     The door bursts open.  The receptionist and another man walk 
     in.

                           RECEPTIONIST
                    (pointing at Roy)
               That's him!  He walked right by me--

                           MR. AUSTER
               Grace, is this man bothering you?

     Grace, still in shock from the entrance.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 32
     4-7-00                                                      


                           GRACE
               Uh, no.  He, uh, he wants to hire 
               me.

                           MR. AUSTER
               Oh.

                           RECEPTIONIST
               Oh really?

     Mr. Auster gives the receptionist a knowing look. 

                           MR. AUSTER
                 The front desk is unattended. 

     The receptionist quickly exits,  

                           MR. AUSTER (CONT'D)
               Grace is the best at what she does.  
               Her savvy always gets the job done 
               and at a reasonable price.

                           ROY
               Well, I don't exactly want Ms. Calan 
               for her savvy.  I'm more interested 
               I her uh, talent.

                           MR. AUSTER
               Her savvy is her talent.

                           GRACE
               Can we steer the conversation away 
               from my savvy.  Is there something I 
               can help you with Mr. Auster.

                           MR. AUSTER
               I just came in here to make sure you 
               were alright.

                           GRACE
               I'm fine.  I think Mr...
                    (looks at the card)
               Lenahan, just got carried away.

     Mr. Auster gives Roy the once over.

                           MR. AUSTER
               Are you sure?

     Grace walks Mr. Auster to the door. 

                           GRACE
               I'll be fine.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 33
     4-7-00                                                      


                           ROY
               She's in  the best of hands.

     Roy gives Mr. Auster a wide grin. 

     They both give Roy a look.  She opens the door and Mr. Auster 
     exits, hesitantly.

                           GRACE
               As you can see, not much excitement 
               around here.  I'm sure they're all a 
               buzz out there.

     Roy and Grace go to her door and open it a sliver, they peer 
     out.

83   EXT. GRACE'S OFFICE -- CONTINUOUS                             83   

     People are looking over at Grace's office, trying to look 
     inconspicuous, they get caught and try to look busy.

84   INT. GRACE'S OFFICE -- CONTINUOUS                             84   

     Grace closes the door.  They stand for a moment and break 
     out into laughter.

                           GRACE
               I haven't laughed this hard...
                    (pause)
               In a long time.

                           ROY
               I'm glad I could oblige.  So, when 
               do you think we could get started?

                           GRACE
               Whoaa, I think we better get something 
               straight here.

                           ROY
               Okay.  How 'bout we discuss it all 
               over dinner?

                           GRACE
               I'm not going to have dinner with 
               you. 

                           ROY
               Why not? 

                           GRACE
               I don't even know you. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 34
     4-7-00                                                      


                           ROY
               At dinner you'll get to know me. 

                           GRACE
               Are you trying to be charming? 

                           ROY
               Is it working?

                           GRACE
               Maybe. 

                           ROY
               Then I'm being charming.

                           GRACE
               Listen Mr. Lenahan, I feel you owe 
               me some sort of explanation.  How do 
               you know me and why do you want me 
               to paint for you?

     Roy walks to the window. 

                           ROY
               There was an art exhibit at the 
               University of Pennsylvania about ten 
               years ago.  I saw a painting of a 
               young girl seated at a vanity.  She 
               was looking in a mirror.

     Grace looks up recognition in her face. 

                           ROY (CONT'D)
               But the reflection she saw was not 
               her own but a monster; or rather, 
               she saw herself as the monster 
               reflected in the mirror.  I told 
               myself I had to have it.  But the 
               artist wouldn't sell.  I tried 
               everything, but it was for the school 
               and none of the paintings were to be 
               sold.

     Grace stands and walks over to Roy.

                           GRACE
               Why did you need to buy it?

                           ROY
               I understood that girl so well.  She 
               was, at that moment, the one person 
               I could understand.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 35
     4-7-00                                                      


     Grace looks into Roy's eyes, he stares back.  For a moment 
     they are locked together.

     Grace looks away quickly.

                           GRACE
               I can't believe you did that.

     Grace looks up at him, really looking at him this time, almost 
     staring.  Roy begins to shift from his reserved stance, 
     looking away from her. 

                           GRACE (CONT'D)
               You seem to know a lot about me.

                           ROY
               I know  you paint more than stick 
               figures.

     Grace smiles.  Roy sighs in relief.

                           GRACE
               So.  What do we do now?

                           ROY
               My name is Andrew Lenahan.

     Roy extends his hand.  Grace plays along.

                           GRACE
               I'm Grace Calan.

     She extends her hand, they shake.

                           ROY
               Pleased to meet you.

                           GRACE
               Likewise.

                           ROY
               So, tonight, dinner? 

                           GRACE
               I have plans for this evening.  But 
               tomorrow, how does that sound?

     Grace goes through her calendar on her desk.  Roy looks 
     disappointed.

                           ROY
               That would be fine. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 36
     4-7-00                                                      


     Grace and Roy stand in silence for a moment, not knowing 
     what to say.  

                           GRACE
               Well, I, uh, guess I better get back 
               to work.

                           ROY
               I'm sorry, you're right, I've kept 
               you too long.

     Grace walks over to Roy and lightly holds his arm.

                           GRACE
               It's okay.  Why don't you give me 
               your number and I'll have Mark, out 
               there, give you a call. 

     Roy a little shaken by her touch, stares at her hand on his 
     arm for a moment.  He quickly regains his composure.

                           ROY
               Sounds like a plan.

                           GRACE
               See you later.

     Grace sits at her desk. 

                           ROY
               Bye.

85   EXT. GRACE'S OFFICE -- CONTINUOUS                             85   

     Roy walks out of Grace's office and up to the cross 
     receptionist.  Roy walks calmly past him and exits.     

86   EXT. DESIGN STUDIO -- CONTINUOUS                              86   

     Roy sits on the bench outside the studio and waits.

                                                     DISSOLVE TO:

87   EXT. DESIGN STUDIO -- EVENING                                 87   

     Roy still sits on the bench.  Two coffee cups sit next to 
     him, a folded up newspaper on his lap.  Grace exits the 
     studio.  She walks down the street towards the subway.  Roy 
     watches as she goes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 37
     4-7-00                                                      


88   INT. KINGSTON TOY OFFICE -- LATER                             88   

     Roy sits at his desk, jacket off, shirt undone, cuffs up, 
     scribbling furiously.  His drawer is unlocked, the recorder 
     is visible.  The sun is about to peak the horizon.  

     He turns to his computer and begins to draw with the mouse.  
     On the screen are the schematics of an airplane.  (A toy 
     airplane.)  The sun is higher.

     Roy stands at the printer waiting for his drawings.  The sun 
     still higher.

     Roy is cleaning up and putting things away.  The sun is up, 
     the office is opening.

     Roy goes to the bathroom.

89   EXT. BATHROOM -- MOMENTS LATER                                89   

     Roy exits, putting his tie on.  He no longer looks like 
     Andrew.  The contacts are out, glasses off, and he has a 
     brown wig on.  Walking down the hall, he bumps into 
     Mr.Stevens.

                           MR. STEVENS
               Roy, what a nice surprise.  We haven't 
               seen you in two days.
                    (pause)
               Have you come down with some awful 
               virus that left you mute and dumb?

     They walk past Roy's desk, Roy grabs the tape recorder and 
     is ushered into Mr. Stevens office.

                           MR. STEVENS (CONT'D)
               Is there something you'd like to say 
               to me?

     Roy is very calm. 

                           ROY
               No.  

                           MR. STEVENS
               Nothing?

                           ROY
               Yes.

     Roy remains calm while Mr. Stevens' voice grows in volume 
     and anger.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 38
     4-7-00                                                      


                           MR. STEVENS
               You've been out of this office for 
               days now, and not a word.  You show 
               up whenever you like, work at strange 
               hours, you leave, you don't show up 
               for meetings, and now here you are 6 
               am finishing work!  Do you think you 
               can get away with this?

                           ROY
               With what, sir?

                           MR. STEVENS
               Don't fuck with me!

     Roy pulls out a tape recorder from his pocket.

                           ROY
               I think you're the one that should 
               stop the fucking.  All those women.  
               What would your wife think.

     Roy pushes play.

                           WOMAN ON TAPE
               Yes!  Yes!  Right there!  That's it!  
               Give it to me!  Give It To Me!  GIVE 
               IT TO ME!

                           ROY
               Does this sound at all familiar?  
               Let me play you some more.

     Roy fast forwards the tape a bit.

                           MAN ON TAPE
               Come on baby.  Yeah, you know how I 
               like it.  Oh, yeah baby!  Oh, yeah!  
               Oh, Yeah!  Yes!  Yes!  That's right!  
               Oh, Oh, oh...
                    (heavy breathing)
               You know just how to make me come, 
               baby.

                           ROY
               That voice, sounds familiar doesn't 
               it?

     Mr. Stevens goes white.  He quickly pulls away from Roy and 
     uses his desk for support.

                           MR. STEVENS
               Where did you get that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 39
     4-7-00                                                      


     Roy says nothing.

                           MR. STEVENS (CONT'D)
               WHERE DID YOU GET THAT!?

     Roy stays silent.  Mr. Steven begins to charge Roy from across 
     the room.  As Mr. Stevens is about to get his hands around 
     Roy's neck he raises his hand with the tape recorder in it.

                           ROY
                    (completely calm)
               You know.  I think your wife would 
               love to hear this.  I think she'd 
               get a real kick out of it.  What do 
               you think?

     Mr. Stevens pulls away.

                           ROY (CONT'D)
               That's what I thought.

                           MR. STEVENS
               What do you want?

                           ROY
               A little time off.

                           MR. STEVENS
               That's all?

                           ROY
               Yes.

                           MR. STEVENS
               What about the tape?

                           ROY
               What tape?

     Roy opens the door, turns to Mr. Stevens.  Jack walks up to 
     the door.

                           ROY (CONT'D)
               Do we have an understanding?

     Mr. Stevens nods his head in agreement.  

                           JACK
                    (oblivious)
               Where ya been? 

                           ROY
               Around.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 40
     4-7-00                                                      


                           JACK
               I thought you quit or something.

                           ROY
               Just had some personal business to 
               take care of.

                           JACK
               So you're back?

                           ROY
               Not exactly.  I was just talking to 
               Mr. Stevens about you taking over 
               for me, while I'm away, taking care 
               of things.
                    (to Mr. Stevens)
               Isn't that right?

                           MR. STEVENS
               Yes.
                    (to Jack)
               Do you  think you're up to it?

                           JACK
               Yes, sir!  Thank you so much sir!

     Jack grabs Roy's hand and shakes furiously.  He pulls Roy to 
     him and gives him a bear hug.

                           JACK (CONT'D)
               You're the best friend I've ever 
               had.

     Roy does not react as Jack hugs him and quickly pulls away.

     Roy and Mr. Stevens share a knowing stare unbeknownst to 
     Jack.  Roy slips out of the office as Jack overpowers Mr. 
     Stevens in conversation.

90   EXT. DESIGN STUDIO -- EVENING                                 90   

     Roy stands outside the studio.  He is now Andrew Lenahan.  
     He holds a single flower in his hand, behind his back.  Grace 
     stands at the studio door, ready to exit.  She sees Roy and 
     gives him a smile through the glass.  She exits.

                           GRACE
               Hi.

                           ROY
               I was early, so I went across the 
               street and got you this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 41
     4-7-00                                                      


     He pulls out the flower and hands it to her.

                           ROY (CONT'D)
               It's a rare water lily.

      

     Grace smells it.

                           GRACE
               It's lovely, but--

                           ROY
               I know, it's just that I-- had the 
               time.  It's nothing.

     He takes her by the small of her back and guides her towards 
     the car, a black BMW sits across the street.

                           GRACE
               Where are we going?

                           ROY
               A little place, it's not far.  Just 
               sit back and enjoy the drive.

     Roy gets in the car and puts it in gear.  He is gleaming.  
     They drive off.

91   INT. MUSHELEU -- LATER                                        91   

     Roy and Grace are seated at a table overlooking the water.

                           GRACE
               Nice.

                           ROY
               I thought you'd approve.

     The waiter comes by with menus.

                           WAITER
               Something to drink?

                           GRACE
               I'll have a Chardonnay.

                           ROY
               Stoli.

                           GRACE
               So, Mr. Lenahan, what is it you want 
               me to paint?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 42
     4-7-00                                                      


                           ROY
               Please, call me Andrew.

                           GRACE
               Okay, Andrew...

                           ROY
               My mother's portrait.

                           GRACE
               Your mother?

                           ROY
               Were you expecting it to be me?

                           GRACE
               Well, I thought there might be some  
               ulterior motive.

                           ROY
               I would never.

     They laugh.  The food comes.  They talk and eat.

                           GRACE
               What do you do exactly, for a living?

                           ROY
               I design aircrafts for Boeing. 

                           GRACE
               My father worked for Boeing.

                           ROY
               Really?  When did he work there? 

                           GRACE
               For years.  He died last year.

                           ROY
               I'm sorry.

      

                           GRACE
               It's okay.  Before he died, the two 
               of us went and watched them test all 
               the planes my father ever designed.  
               It was like watching his life actually 
               fly by.  I never saw him cry until 
               that day.

     Grace gets a little teary.  Roy gives her his handkerchief.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 43
     4-7-00                                                      


                           GRACE (CONT'D)
               Thanks.  I'm sorry to go on like 
               this.

                           ROY
               No, it's okay.  I understand.  My 
               parents meant a lot to me.  When 
               they died, I was only fifteen.

                           GRACE
               Really?

                           ROY
               I was in class and the Vice Principal 
               came and said there was an emergency.  
               Right there in the hall he told me 
               they were dead.  It was so unreal, 
               you know?  I thought it was a dream, 
               but when I got home and they weren't 
               there, I knew it was true.

                           GRACE
               What'd you do?

                           ROY
               I declared myself independent.  My 
               uncle was a lawyer.  He looked after 
               the money and me, until I was 
               eighteen, then I was on my own.

                           GRACE
               I'm so sorry, I didn't mean too--

                           ROY
               It's fine.  I know they're at peace 
               and so am I.

                           GRACE
               How did our discussion of art turn 
               to this?

                           ROY
               You asked what I did for a living.

                           GRACE
               You were listening.

                           ROY
               Always.

     Roy looks away.  He motions to the waiter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 44
     4-7-00                                                      


                           WAITER
               Yes, sir.

                           ROY
               We'd like dessert menus.

                           GRACE
               I'm full.

                           ROY
               Come on, you have to try their praline 
               cheesecake, it's amazing.

     The waiter nods in agreement.  Grace agrees.

                           GRACE
               We'll have one piece with two forks.
                    (to Roy)
               Is that all right?

                           ROY
               Perfect.

92   EXT. MUSHELEU -- LATER                                        92   

     Grace and Roy are walking by the water.

                           GRACE
               We didn't really get to talk about 
               the painting.

                           ROY
               I know.  What about lunch tomorrow?

                           GRACE
               I eat lunch with my boyfriend during 
               the week.

                           ROY
               Oh.

                           GRACE
               You know, I don't think it would be 
               that big a deal if you came along.

                           ROY
               That's great.  So, tomorrow at one?

                           GRACE
                    (unsure)
               Yeah.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 45
     4-7-00                                                      


                           ROY
               The water at night, it's so peaceful.

                           GRACE
               I always thought this was the perfect 
               time to lose yourself.

                           ROY
               What do you mean?

                           GRACE
               When the moon's full and the water 
               is right, you can...  Never mind.

                           ROY
               No, go on.

     Grace looks at her watch. 

                           GRACE
               We better get going.  It's late.

     They walk to the car.

                           ROY
               I had a really good time.

                           GRACE
               The best business dinner I've had in 
               a long time.

     They get in the car.

93   EXT. GRACE'S APARTMENT BUILDING -- LATER                      93   

94   INT. ROY'S CAR                                                94   

                           GRACE
               How'd you know where I lived.

                           ROY
               You told me.

                           GRACE
               I did?

                           ROY
               You said you lived by the park.

                           GRACE
               I didn't say which one.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 46
     4-7-00                                                      


                           ROY
               I'm a good guesser, and anyway, I 
               had a friend who used to live here. 

                           GRACE
               Really, who?

                           ROY
               You wouldn't know them.

     Roy gets out of the car and opens the door for Grace.  He 
     takes her hand and helps her out.

                           GRACE
               Thank you.

     He kisses her hand.  She doesn't know how to react.

                           ROY
               My pleasure.  See you tomorrow.

     Grace walks in to her apartment building. 

95   INT. GRACE'S APARTMENT -- LATER                               95   

     Grace walks in and relaxes on the sofa.  The phone rings, 
     she jumps.

                           GRACE
               Hello.

                                                          CUT TO:

96   INT. BAR -- CONTINUOUS                                        96   

     Mitch stands in a phone booth.

                           MITCH
               Hey baby.  Where ya been?  I've been 
               calling all night.  I thought we had 
               a date.

                                                     CUT BACK TO:

97   INT. GRACE'S APARTMENT -- CONTINUOUS                          97   

                           GRACE
               Oh, sorry, I forgot.  I had dinner 
               with a client.

                                                     CUT BACK TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 47
     4-7-00                                                      


98   INT. BAR -- CONTINUOUS                                        98   

     A woman knocks on the phone booth.  Mitch shushes her.  He 
     sticks his head out, hand over mouth piece.

                           MITCH
               One second, baby.

     He gives the woman a quick kiss and closes the door.

                           MITCH (CONT'D)
               Can I come over later?
                    (pause)
               I'll see you soon.  Love ya.

     He hangs up, exits the booth and joins the woman at the bar.

                           MITCH (CONT'D)
               Baby, I have to get going.

                           STELLA
               Right now?

                           MITCH
               Yeah, I'm sorry.  I'll call you.

                           STELLA
               You better.

     She grabs him and kisses him deeply.

99   INT. GRACE'S BEDROOM -- LATER                                 99   

     Grace lays on the bed watching tv.

     A door is heard opening.  Mitch walks in to the bedroom.

                           GRACE
               What took you so long.

                           MITCH
               Since you stood me up, I decided to 
               get some work done.

                           GRACE
               I thought you--

                           MITCH
               I'm gonna jump in the shower.

     Mitch undresses, leaves a pile on the floor and enters the 
     bathroom.  Grace goes to pick up the clothes.  Mitch jumps 
     out, wet, and kisses her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 48
     4-7-00                                                      


                           MITCH (CONT'D)
               Wanna join me?

     He pulls her into the bathroom.  Her robe is flung into the 
     bedroom.

100   INT. BATHROOM -- MOMENTS LATER                              100   

     The two are in the shower.

101   INT. ROOM 3R BATHROOM -- MOMENTS LATER                      101   

     Roy (as Andrew)is cleaning out the bathtub.

                           ROY
                    (yelling)
               Next time you'll call someone if it 
               gets clogged?

     The person coughs violently.

                           ROY (CONT'D)
               Use the oxygen!

     The gnarled hand places a mask up to his face.  Only the 
     eyes and a fogged face mask can be seen.

     Roy emerges from the bathroom.

                           ROY (CONT'D)
               I gotta go.  The nurse'll be by 
               tomorrow.  I don't know when I'll be 
               back.
                    (to himself)
               Neither will you.

     Roy leaves.  The hand drops the mask and lights another 
     cigarette.

                                                     DISSOLVE TO:

102   EXT. ROY'S HOME -- DAY                                      102   

     It is the past again.

103   INT. ROY'S HOME/ATRIUM -- MOMENTS LATER                     103   

     Young Roy enters, he is fifteen.  He drops his coat on the 
     divan and enters the kitchen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 49
     4-7-00                                                      


104   INT. KITCHEN -- CONTINUOUS                                  104   

     Roy gets out some food and begins to prepare it.  He cooks 
     and does his homework at the same time.

     A door slams (O.S).  Roy's father enters, cigarette in hand.

                           ROY'S DAD
               What's for dinner?

                           ROY
               Pork chops, potatoes, and string 
               beans.

     Putting his cigarette out by Roy. 

                           ROY'S DAD
               Good.  I'll be in my office.  Call 
               me.

     Roy stares after his father and then continues to work.

105   KITCHEN TABLE -- LATER                                      105   

     The two sit at the table in silence.  Roy's father shovels 
     food into his mouth quickly.  Roy sits picking and staring 
     at the meal.  Roy's dad looks up for a moment, notices his 
     son.

                           ROY'S DAD
               Something eating you, son.

     Roy looks up slowly, curious. 

                           ROY
               Do you really care?

                           ROY'S DAD
               Not at all, son, not at all.

                           ROY
               What kind of man are you?  You don't 
               give a damn about me, you never cared 
               about my mother!  What the hell is 
               wrong with you?

     Roy's dad wipes his face and stands.

                           ROY'S DAD
               Wait a second here, I cared about 
               your mother, I did.  She just wasn't 
               my main objective.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 50
     4-7-00                                                      


                           ROY
               Objective, she was not an objective, 
               or an object, she was a person!  And 
               she was all I had.  Now, I just have 
               you.  I might as well have nothing!

     Roy runs upstairs.  Roy's dad stands for a moment, then 
     returns to his meal.  He finishes and lights a cigarette.

                                                          CUT TO:

106   EXT. MARATHON GRILL -- AFTERNOON                            106   

     Roy (as Andrew) waits outside for Grace.

     Grace comes from behind and taps Roy on the shoulder.

                           GRACE
               Hey there.

     Roy turns quickly.

                           ROY
               I was waiting.

                           GRACE
               Got here about five minutes ago.  
               Ladies room.

     Grace puts her arm through Roy's.

                           GRACE (CONT'D)
               Let's eat.  Mitch'll be here in a 
               few.

                           ROY
               Shouldn't we wait?

     They enter the Marathon Grill.

107   INT. MARATHON GRILL -- CONTINUOUS                           107   

                           GRACE
               I know what he wants.  He always 
               gets the same thing.  Corned beef, 
               mustard, mayo, and a pickle.
                    (pause)
               Isn't it boring?

                           ROY
               There must be some comfort in 
               repetition.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 51
     4-7-00                                                      


     They take a table in the back.

     The man who called Roy a freak is a table away from them.  
     Roy notices and turns away from this man.

                           GRACE
               So, what do you want?

                           ROY
               I don't know, maybe Mitch can choose.

                           GRACE
               Be nice.

                           ROY
               I'm sorry.
                    (looks at menu)
               I think I'll have the turkey club 
               with mustard and no mayo.  How 'bout 
               you?

                           GRACE
               That's exactly what I was going to 
               order.
                    (pause)
               Creepy.

     They laugh.  The waiter takes their order.

                           ROY
               I brought photos of my mother.

     Roy takes some pictures out of his pocket and hands them to 
     Grace.

                           GRACE
               She was beautiful.  She looks a lot 
               like you.

                           ROY
               People say that a lot.

                           GRACE
               Is this your dad?

     Holding a picture of Roy's mother and father.

                           ROY
               Yeah.

                           GRACE
               He seems really... hard.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 52
     4-7-00                                                      


                           GRACE (CONT'D)
               I'm sorry, he just doesn't look like 
               he wants to be there.

                           ROY
               Very perceptive.

     Roy takes the picture from grace.

                           ROY (CONT'D)
               My mom used to tell me a story about 
               this picture.  My dad hated having 
               his picture taken--

     Mitch comes up behind Roy and places his hand on Roy's 
     shoulder.

                           MITCH
               Hey baby.

                           GRACE
               Mitch, uh, hi.

     Mitch sits next to Grace. 

                           MITCH
               Are you going to introduce me?

                           GRACE
               Sorry Mitch, this is Andrew.
                    (they shake)
               Andrew this is Mitch.

                           ROY
               Nice to meet you.

                           MITCH
               Likewise.  What you two been gabbing 
               about?

                           GRACE
               Andrew was telling me about this 
               picture of his parents.

     Mitch takes the picture from Roy.

                           MITCH
               Really?
                    (to Grace)
               Good story, honey?

     Mitch goes in for a kiss.  Grace turns toward Roy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 53
     4-7-00                                                      


                           GRACE
               Actually, you interrupted it.

     Mitch is stung by her coldness.

                           MITCH
               By all means, go on with your 
               fascinating story.

                           ROY
               Well, as I was saying--

                           MITCH
               Ah, sorry to interrupt again, but 
               did you two order?

                           GRACE
               Yes.

                           MITCH
               You did?

                           GRACE
               Mitch, I ordered for you.

                           MITCH
               My sweet baby.  Give daddy a kiss.

     Mitch grabs Grace and kisses her passionately.  He looks at 
     Roy.  Grace pulls away embarrassed.  Roy is uncomfortable.

                           GRACE
               Sorry about this.

     Roy shakes his head.

                           ROY
               Not a problem.

     The waiter comes with their food.  Mitch digs in.  Roy and 
     Grace pick slowly.

                           GRACE
               So, Andrew, what did you have in 
               mind for the portrait?

                           ROY
               I was thinking of the garden at our 
               house.  Maybe putting her there and 
               in one of her favorite dresses.

     He pulls out a photograph.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 54
     4-7-00                                                      


                           ROY (CONT'D)
               This was her favorite.  She used to 
               dance me around the house wearing 
               that dress.

                           MITCH
                    (chewing, under his 
                    breath)
               Momma's boy achoo...

     Grace looks at Mitch disapprovingly.

                           GRACE
               That's really sweet.

                           ROY
               She used to be a dancer.  That's 
               where they met.  My dad saw this 
               beautiful creature dancing on the 
               stage and he had to have her.  Or 
               that's what she said.

                           GRACE
               That's so romantic.  My parents met 
               on a blind date.  My mom wasn't even 
               going to go but my Aunt forced her 
               to.  Just think if they'd never met?

                           ROY
               I don't even want to imagine.

     Grace blushes.  Mitch fumes.

                           MITCH
               I think we ought to get going.

     Grace looks at her watch.

                           GRACE
               You're right.  Andrew, it was lovely.  
               I still think I need more.

                           ROY
               Why don't you come by the house this 
               weekend, both of you.

                           GRACE
               That sounds great.  Mitch?

                           MITCH
               I can't, I have that meeting in 
               Montreal.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 55
     4-7-00                                                      


                           GRACE
               Oh yeah, I guess it'll just be the 
               two of us.

                           ROY
               Too bad.

     Grace goes for her wallet.

                           ROY (CONT'D)
               Don't worry about it, it's in me.

     Grace and Mitch prepare to leave.

                           GRACE
               See you saturday.

     Mitch give Roy a dirty look.

108   EXT. MARATHON GRILL -- MOMENTS LATER                        108   

     Mitch and Grace exit.  They walk down the sidewalk.

                           MITCH
               I don't trust that guy.

                           GRACE
               You don't trust anybody, including 
               me.

                           MITCH
               He just rubs me--

                           GRACE
                    (making fun)
               The wrong way?  Honey, please, Andrew 
               is a nice man who wants his dead 
               mother's portrait done.

                           MITCH
               And Norman Bates doesn't even set 
               off any bells for you?

                           GRACE
               You're overreacting.

                           MITCH
               I just hope I don't find your body 
               mangled in the shower.

                           GRACE
               Come on, I gotta get back to work.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 56
     4-7-00                                                      


     They walk around the corner.  Roy follows but suddenly turns 
     the other way.

109   INT. KINGSTON TOY OFFICE -- EVENING                         109   

     Roy (as  Andrew) walks to his cubicle, empty.  He walks over 
     to Jack's desk and finds all of his work.  He opens Jack's 
     computer and starts to work.  He looks through the pile of 
     papers and starts to design on the computer.

110   INT. BATHROOM -- LATER                                      110   

     Roy is wiping his face.  He looks in the mirror.  He sees 
     Andrew staring back and he jumps.

111   INT. KINGSTON OFFICE -- MORNING                             111   

     The sun is peaking and Roy stands looking out the window, 
     coffee in hand.

     He finishes up at Jack's desk and cleans up.  He looks at it 
     all and pushes the chair back and walks out.

112   EXT. DESIGN STUDIO -- MORNING                               112   

     Roy sits outside the studio smoking a cigarette.  He looks 
     at the half smoked cigarette in disgust.  He throws it to 
     the ground and steps on it.  He stands as Grace enters the 
     studio.  Roy walks away.

113   INT. DESIGN STUDIO -- CONTINUOUS                            113   

     Grace turns around and looks at where Roy was standing.  No 
     one, just a bench.  Grace continues into her office.

114   EXT. ROY'S HOME -- DAY                                      114   

     Roy stands outside waving.  Grace drives up.

                           ROY
               Did you find it okay?

                           GRACE
               It was fine.  This place is beautiful.

                           ROY
               Thanks.  My Grandfather designed it.

     Grace grabs her things form the car.  Roy takes them from 
     her.

                           ROY (CONT'D)
               So what'd ya bring me?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 57
     4-7-00                                                      


                           GRACE
               I've been coming up with all kinds 
               of ideas.  I've been sketching like 
               crazy.

                           ROY
               Really, I thought you were blocked.

                           GRACE
               What?

                           ROY
               You said you hadn't done much in a 
               while.

                           GRACE
               I did?

                           ROY
               Don't you remember?  We were sitting 
               at the restaurant--

                           GRACE
                    (unsure)
               Oh, yeah.

                           ROY
               Well, let's get inside.  I'll show 
               you around.

                           GRACE
               Can I see the garden?

                           ROY
               Sure.

     They go around the back of the house.

     In the back their is a fountain and many blooming trees.  
     Vines cover the back of et house and flowers cover the path 
     on both sides that leads to the veranda.  They walk along 
     the path.

                           GRACE
               Wow!  I didn't expect anything like 
               this!

     Grace turns around as she walks.  She runs to the fountain 
     and splashes.

                           ROY
               Do you like it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 58
     4-7-00                                                      


                           GRACE
               I love it!

     They go and sit in the veranda.

     Grace shows Roy the sketches.  He looks at them but mostly 
     he looks at Grace and she notices and likes it.  They flirt.

                           ROY
               I was thinking she could be seated 
               there.

     He point to where Grace sits.  He comes close to her.

                           ROY (CONT'D)
               Have the sun come across like this.

     Roy touches her cheek and shoulder.

                           GRACE
               A soft light would be nice.

                           ROY
               Let me show you the dress.

     Roy takes Grace by the hand, he escorts her toward the house.

115   INT. ROY'S HOME/KITCHEN -- MOMENTS LATER                    115   

                           ROY
               Something to drink?

     Roy opens the fridge.  Grace looks over Rosy shoulder.  She 
     points.

                           ROY (CONT'D)
               Lemonade?

     Grace nods seductively.  They drink.

                           GRACE
               Do you live here all alone?

                           ROY
               Me and the ghosts.

                           GRACE
                    (joking)
               There's ghosts?

                           ROY
               Come on, I'll show you the rest of 
               the house.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 59
     4-7-00                                                      


116   INT. ATRIUM -- MOMENTS LATER                                116   

     Grace looks around head high.  Roy follows, watching her.

                           GRACE
               This place is so amazing.  Who cleans 
               up there?

     Roy points to himself.  Grace looks impressed.

                           ROY
               All you need is a really big ladder.

                           GRACE
               You know what they say about a guy 
               with a big ladder, don't ya?

                           ROY
               No, what do they say?

                           GRACE
               Um, If I were at all witty I'd have 
               something good to say here, but I'm 
               not.  Sorry.

                           ROY
               That's okay, you'll do better next 
               time.  But good try.

     Roy chucks Grace on the chin.  Their faces get close, she 
     pulls away.

                           GRACE
               I paid for the full tour.

                           ROY
               You're right.

     Roy leads grace up the stairs.  Grace looks at the pictures 
     as she goes.

                           GRACE
               These are great.  All of these.  
               Who's this.

     Pointing to a picture of a beautiful red-head.

                           ROY
               That's my Great Aunt Sophie.  She 
               was a nurse during World War two.  
               This was done right before she left, 
               but she didn't come back.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 60
     4-7-00                                                      


                           GRACE
               I'm so sorry.

                           ROY
               No, it's okay, she stayed because 
               she fell in love.

                           GRACE
               With a soldier she saved?

                           ROY
               No, with the enemy.

     They sit on the steps under the portrait.

                           ROY (CONT'D)
               She was captured and well, he took 
               care of her and then some time passed 
               and they fell in love.

                           GRACE
               It can't be as simple as that.

                           ROY
               Of course it wasn't but it's a long 
               story and I've told it so many times.

                           GRACE
               Come on.

                           ROY
               Okay.

     The two sit on the stairs and talk, for hours.  The sun sets 
     and they sit on the steps.  They look up and the moon is 
     out.

     Grace looks at her watch.

                           GRACE
               Oh my God...

     Roy looks out the window. 

                           ROY
               It's dark.

     They look at one another.

                           ROY (CONT'D)
               Time for dinner.

     Grace stands.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 61
     4-7-00                                                      


                           GRACE
               I better get going.  I promised 
               Mitch...

     Roy stands and touches her hand.

                           ROY
               He's out of town.

     Grace turns toward Roy.

                           GRACE
               You're right.
                    (pause)
               Dinner?

                           ROY
               Dinner.

117   INT. KITCHEN -- LATER                                       117   

     Pots and pans are on the stove.  Food is being cooked.  The 
     kitchen table is set elegantly.  Candles are lit.  Roy is 
     putting the finishing touches on a salad.  He looks out the 
     window and watches Grace sketch in the garden.

118   EXT. GARDEN -- CONTINUOUS                                   118   

     She looks up and waves.

119   INT. KITCHEN -- CONTINUOUS                                  119   

     He motions that he's finished.  Roy smiles.  He tidies himself 
     up and waits for Grace.

120   INT. DEN -- LATER                                           120   

     Grace and Roy sit on the sofa drinking Brandy.

                           GRACE
               That was one of the best meals  I've 
               ever tasted.

     She clinks her snifter with his.

                           ROY
               Thank you.  You're one of the best 
               guests I've ever had. 

     They clink again.

                           ROY (CONT'D)
               Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 62
     4-7-00                                                      


                           GRACE
               Yes.

                           ROY
               Can I kiss you?

                           GRACE
               Yes.

     They embrace and kiss passionately.  Grace pulls away after 
     a moment.

                           GRACE (CONT'D)
               I have to go.

     Grace stands.  Roy stands.

                           ROY
               But you haven't seen the dress.

                           GRACE
               The dress?

     Roy takes Grace's hand.

                           ROY
               Don't go.

                           GRACE
               Andrew...

     Grace pulls away and grabs her things.

                           GRACE (CONT'D)
               I'll see you on Monday.  Can you 
               bring the dress by there?

                           ROY
               Yes.

                           GRACE
               I had a really good time.

     They share a look.  

     Grace turns to go.  Roy watches.

                           GRACE (CONT'D)
               Oh what the hell.

     Grace turns back to Roy and kisses him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 63
     4-7-00                                                      


                           ROY
               I thought you were going.

                           GRACE
               So did I.

121   INT. PARENTS BEDROOM -- LATER                               121   

     Roy lies in bed.  The bathroom light is on, the door open 
     slightly.

                           GRACE (O.S.)
               One more second.  I might need your 
               help.

     Grace exits the bathroom wearing Roy's mother's dress.

     Roy sits up.

                           ROY
               You look--

     Grace looks in the mirror.

                           GRACE
               Like your mother?

                           ROY
               No.  Amazing.
                    (pause)
               Come here.

     Grace stands next to the bed by Roy.  He sits on his knees 
     and hugs her.  They begin to kiss.  Roy pulls her onto the 
     bed.

                                                     DISSOLVE TO:

122   INT. BEDROOM -- MORNING                                     122   

     Grace lays in bed asleep.  Roy stands at the door carrying a 
     tray.  He comes over to her in bed and holds a flower to her 
     nose.  She smells and opens her eyes.

                           GRACE
               What's this?

                           ROY
               Breakfast.

     Grace sits and Roy puts the tray in front of her.  They eat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 64
     4-7-00                                                      


                           GRACE
               I, uh, never cheated on anyone before.

                           ROY
               I didn't mean to...

                           GRACE
               No, you didn't.  I guess, things 
               with me and Mitch, weren't great.

                           ROY
               Grace.

                           GRACE
               Yes.

                           ROY
               I should tell you.

                           GRACE
               You can tell me anything.
                    (pause)
               I know it's corny but I feel like 
               I've known you my whole life.

                           ROY
               I feel the same way.
                    (pause)
               It's just that I...

                           GRACE
               What?

                           ROY
               This isn't easy for me.  Being here 
               with you, it's like all my dreams  
               coming true.
                    (pause)
               I never thought...

     Grace kisses Roy.

                           GRACE
               You never thought that someone like 
               me could love someone like you?

                           ROY
               I never thought--

     The phone rings.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 65
     4-7-00                                                      


                           ROY (CONT'D)
               Hello.
                    (pause)
               What!  Are you sure?  Okay, I'll be 
               there as soon as I can.

     Roy jumps out of bed.

                           GRACE
               What is it?

     Roy quickly picks up his clothes.

                           ROY
               I have to go.  An emergency.

                           GRACE
               Do you want me to come with you?

                           ROY
               No.  Um, it's work, some test just 
               went, uh, haywire, and I have to go 
               take care of it.  No big deal.

                           GRACE
               Sounds big to me.

                           ROY
               Well, they need me.

     Roy starts to gather Grace's clothes.  He shoves them at 
     her.

                           ROY (CONT'D)
               You better, uh, get home too.

     Grace slowly gets dressed.

                           GRACE
               Yeah, I better.

123   EXT. HOUSE -- LATER                                         123   

     Grace sits in her car, Roy stands by the window.

                           ROY
               I'll see you Monday.

     He kisses her.

                           GRACE
               Is this goodbye?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 66
     4-7-00                                                      


                           ROY
               Just for a day. 

                           GRACE
               I sound like a school girl.

                           ROY
               I always had a thing for school girls.

     They laugh and kiss.

     Grace drives away.  Roy stands and watches.  He quickly opens 
     the garage and gets in his car.

124   INT. KINGSTON TOY OFFICE -- LATER                           124   

     Roy  walks in to the office.  He still looks like Andrew.

     Jack sits at his desk, pale, his clothes are wrinkled and 
     dirty.  He looks as if he hasn't slept.

                           JACK
               What happened to you?

                           ROY
               I could ask you the same thing.

     Roy walks over to Jack's desk.

                           ROY (CONT'D)
               What happened?

                           JACK
               I came in to work the other day and 
               the project was finished, done, it 
               was complete.  The thing is, I didn't 
               do it.

                           ROY
               I know.

                           JACK
               I knew it was you but I just couldn't 
               believe it.
                    (pause)
               How could you?

                           ROY
               What?

                           JACK
               Who the hell do you think you are?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 67
     4-7-00                                                      


                           ROY
               Jack, calm down.

                           JACK
               What?  You didn't think I could handle 
               it?  Jack, can't do it on his own?

                           ROY
               That's not it.  Listen, Jack.

     Roy tries to calm Jack.

                           JACK
               Get your hands off me.

                           ROY
               Okay.  Whatever you want.

                           JACK
               The thing is, you were right.

                           ROY
               About what?

                           JACK
               That I couldn't handle it.
                    (pause)
               When I saw what you'd done I tried 
               to go back and undo your additions 
               but I couldn't.  So, I went in and 
               somehow tried to make the changes I 
               wanted too, but when I did that, the 
               entire file got erased.

                           ROY
               Erased?
                    (pause)
               There's nothing?

     Roy grabs the computer and starts to peck away.

                           ROY (CONT'D)
               You idiot!  You fucking moron!  I 
               give you the account, I do all the 
               work, and still you manage to fuck 
               it up!

     Roy stops and stares at Jack.

                           JACK
               Why'd you do it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 68
     4-7-00                                                      


                           ROY
               What?
                    (pause)
               Listen Jack, I wasn't sure you were 
               up to it.

                           JACK
               Then why'd you recommend me?

                           ROY
               It's a long, complicated story.

                           JACK
               I thought you were my friend.

                           ROY
               Did I ever treat you more than with 
               an inkling of interest.  Jack, you 
               think were friends but were not.  
               Never were.  You live in a dream 
               world, buddy.  Time to wake the fuck 
               up.

                           JACK
               You know, I don't have the time...  
               This is your deal.  I'm finished.

     Jack walks out.

     Roy sits at the desk and works.

125   EXT. RITTENHOUSE PARK -- AFTERNOON                          125   

     Grace walks through the park on a cell phone.  She enjoys 
     the sunshine.  She sits on a bench.  Playing with the grass 
     in her free hand.

                           GRACE
               Yes, I'll hold.

     Grace searches for a four leaf clover. 

                           GRACE (CONT'D)
               Um, Mr. Lenahan, please.
                    (pause)
               Andrew Lenahan.
                    (pause)
               No one?  Are you sure.
                    (pause)

     Grace picks a clover. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 69
     4-7-00                                                      


                           GRACE (CONT'D)
               Could you check the spelling.  L-E-N-
               A-H-A-N?
                    (pause)
               No.  Okay.  Um, I must have the wrong 
               number, is there a corporate number...
                    (pause)
               This is it.  No, it's fine.  Goodbye.

     Grace hangs up.  She stares off.

     She looks at the clover, only three petals, she throws it 
     down.

     Grace walks to the fountain.  She dips her fingers in. 

     The phone rings.  Grace jumps.

                           GRACE (CONT'D)
               Hi.
                    (pause)
               Nothing.
                    (pause)
               Tonight?  Okay.  No, there's nothing 
               wrong.  My place, seven o'clock.  
               Bye.

     Grace hangs up the phone.

     Grace walks through the park.  She exits.

     Walking along the street she sees Mitch exiting his bar.  
     She goes to wave but a woman (Stella) comes out and kisses 
     him.  He indulges for a moment.  She gives him the call me 
     sign, he kisses her again.  He walks down the street.

     Grace stands motionless.  She turns back into the park.

126   INT. GRACE'S APARTMENT/LIVING ROOM -- EVENING               126   

     Grace paces.  Her sketch pad is on the sofa.  Crumpled up 
     paper lies all around.  Pencils and supplies litter the table.

     A knock at the door.  

     Grace takes a deep breath and opens the door.  

     It's Roy.

     Grace pulls Roy in quickly and closes the door.

                           GRACE
               What are you doing here?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 70
     4-7-00                                                      


                           ROY
               I wanted to apologize for the other 
               morning.

                           GRACE
               Apology accepted.  Anything else?

                           ROY
               I wanted to give you this.

     He kisses her.  Roy pulls out a jewelry box from his pocket 
     and puts it between them.

                           ROY (CONT'D)
               And this.

                           GRACE
               You really shouldn't have.

                           ROY
               I wanted to.

     She stands and gets a vase for the flowers.

     Grace and Roy sit on the sofa.

                           GRACE
               I saw Mitch with another woman.

                           ROY
               Really?

     Grace stands and paces.

                           GRACE
               I was in the park.  I was trying to 
               call you and I saw them...

     Roy stands.

                           ROY
               Whoaa, you tried to call me?  When?

                           GRACE
               I just wanted ot see if you were all 
               right.
                    (pause)
               They were just standing there kissing.

     Roy is now pacing.  Grace stops him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 71
     4-7-00                                                      


                           GRACE (CONT'D)
               I mean, I know that I shouldn't be 
               upset.  I cheated too.  But he just 
               seemed so good at it.  It was like 
               an everyday occurrence.
                    (pause)
               I really didn't like that.

                           ROY
               Did you call my house?

                           GRACE
               No, work.
                    (she grabs him)
               Do you think he's been cheating the 
               whole time?

     Roy stops and really looks at Grace, she is clearly upset.

     Roy pulls Grace close and comforts her.

                           ROY
               I'm sorry.

                           GRACE
               I just can't believe I didn't know.
                    (Pause)
               Mitch isn't that slick.

                           ROY
               When it comes to lying, I guess, he 
               is.

     Roy hugs Grace closer, his guilt showing.

                           GRACE
               I should have known.

     Roy pulls away.

                           ROY
               Does he know about us?

                           GRACE
               I don't think so.
                    (she thinks)
               How would I even know if he did?

                           ROY
               Grace, don't beat yourself up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 72
     4-7-00                                                      


                           GRACE
               I'm sorry.  I feel guilty.  It doesn't 
               matter who cheated first.  We both 
               did it.  He might have been since 
               our first date, but I did it now, 
               when we're supposed to love each 
               other.

     Grace slumps on the sofa.

     Roy fidgets.

     A knock at the door.

     Grace jumps up.

                           GRACE (CONT'D)
               Oh my God!

                           ROY
               What is it?

                           GRACE
               It's Mitch.  We have a date.

                           ROY
               A date?

                           GRACE
               Not exactly a date, but a...I don't 
               know.

                           ROY
               What do you wanna do? 

                           GRACE
               You better go.

                           ROY
               Now?

                           GRACE
               I need to talk to him. 

                           ROY
               Don't you think he'll be suspicious? 

                           GRACE
               What about?

     Roy points to the both of them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 73
     4-7-00                                                      


                           GRACE (CONT'D)
               Andrew, it's not like I've done 
               anything wrong.
                    (pause)
               Oh, right.

     Grace sits on the sofa.  The knocking continues.

                           ROY
               I'll hide.

                           GRACE
               Don't you dare.

     Grace answers the door.

     A delivery boy with roses stands at the door.

                           DELIVERY BOY
               Ms. Grace Calan?

                           GRACE
               Yes.

                           DELIVERY BOY
                    (unsure)
               These are for you.

                           GRACE
               Thank you.

     Grace takes the flowers and looks for a card.  No card.  She 
     looks back at Roy.  She shrugs.  Grace turns back to the man 
     at the door.

     He stands motionless. 

                           GRACE (CONT'D)
               A tip.  You want a tip.

                           DELIVERY BOY
               He said you wouldn't...

     Out from behind the delivery man comes Mitch.  He has a bundle 
     of different colored roses in his arms.

                           MITCH
               Hey, baby.

     Mitch pays the boy and sends him on his way.

     Mitch Kisses Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 74
     4-7-00                                                      


     He pushes her though the door and closes it with his foot.  
     Mitch opens his eyes and sees Roy standing in the middle of 
     the room.

     He pulls away from Grace. 

                           MITCH (CONT'D)
               What's he doing here?

                           GRACE
               Moral support.

     Grace puts her arm in Roy's.

                           MITCH
               What the hell is going on here?

                           GRACE
               I'm having an affair,

     Roy stands back ready to be hit.  Grace steps in front of 
     Roy.

                           GRACE (CONT'D)
               And I also know that you're having 
               an affair.

                           MITCH
               Who told you, Mr.Fashion, here.

                           GRACE
               No, I saw you today.  Coming out of 
               a bar.  You were kissing some woman.

     Mitch tries to put his arm around Grace, she resists.

                           MITCH
               Honey, I can--

                           ROY
               Explain?

                           MITCH
               You!  Get out of here!

                           GRACE
               I think you should leave.

                           MITCH
               But, baby!
                    (pleading)
               We've got history.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 75
     4-7-00                                                      


     Mitch takes Grace's hands in his.

                           GRACE
                    (pulling away)
               And how much of our history have you 
               shared with that girl from the bar?

                           MITCH
               Not that much.

                           GRACE
               You're disgusting!

     Grace pushes Mitch towards the door.

                           MITCH
               Hey, I'm not the only one who cheated 
               here!

                           GRACE
                    (head in hands)
               I know that.
                    (pause)
               You just seem so good at it.  Don't 
               you love me?

                           MITCH
               I honestly don't know.

                           ROY
                    (to Grace)
               I love you. 

                           GRACE
               And that's the thing.  I love him 
               too.

                           MITCH
               You love him?  That pip squeak!

     Grace closes her eyes quickly. 

                           GRACE
               What color are my eyes.

                           MITCH
               Green.  No blue.  No, I'm sticking 
               with my first answer.  Green.

                           ROY
               Gray.

     Grace opens her yes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 76
     4-7-00                                                      


                           MITCH
               Gray.  Damnit!

     Grace pulls away from Mitch.

                           GRACE
               You don't even know the color of my 
               eyes.

                           MITCH
               I know what kind of condom you like.

     She gives him a hard glare.

                           GRACE
               After a week, this man can tell me 
               what color dress I wore to my senior 
               prom.

                           ROY
               Silver.

                           MITCH
               You make me sick.

     Mitch opens the door.

                           MITCH (CONT'D)
               You can keep her, I've got others.

     Mitch slams the door shut.

     Grace stands, exhausted.

                           GRACE
               Did that just happen.

     Roy comes up behind Grace and holds her.

                           ROY
               I think so.

     They sit on the couch.

                           GRACE
               What do we do now?

                           ROY
                    (unsure)
               Celebrate?

     They look at each other for a moment.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 77
     4-7-00                                                      


     A smile comes across Grace's face.

                           GRACE
               Let's celebrate.

     Grace sits on Roy's lap and kisses him.

     Roy stands and carries Grace to the bedroom.

                                                          CUT TO:

127   INT. GRACE'S BEDROOM -- MORNING                             127   

     The sun is almost up.  Grace sits in the closet, a box between 
     her legs, clearing out Mitch's things.  Roy lays in bed 
     asleep.  

     Grace stands and moves to the chest of drawers.  She empties 
     an entire drawer into the box.  Things fall to the ground 
     rolling under the dresser.  She reaches under the dresser 
     and pulls out the paper heart.

     Grace opens it and reads.

     HEART: GRACE, YOUR NAME TOUCHES MY HEART.  LOVE ROY

     Grace turns it over and looks on the back.

                           GRACE
               Ms. Andrews, fifth grade class?

     Roy wakes and sees the heart.  He is visibly shaken but hides 
     it from Grace.

                           ROY
               What you got there?

     Grace stands and sits with Roy on the bed.

                           GRACE
               It's a valentine from fifth grade.

     Roy takes it from her and reads it.

                           ROY
               It's sweet.

                           GRACE
               I don't remember ever getting this.

                           ROY
               It doesn't bring back the flutter of 
               first love.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 78
     4-7-00                                                      


                           GRACE
               I don't even remember... Oh, wait a 
               minute.  I think I remember him.  He 
               was relay quiet but so sweet.  I 
               felt sorry for him.

                           ROY
                    (strained)
               Why?

                           GRACE
               He always seemed so sad and the other 
               boys always picked on him.
                    (pause)
               Still, I think I would remember this.  
               Don't you think?

     Roy gets out of bed and puts his pants on.

                           ROY
               Sometimes we choose to forget things.

                           GRACE
               I just don't think I would choose to 
               forget this.
                    (pause)
               I liked him.

                           ROY
                    (startled)
               You did?

                           GRACE
               Don't be so surprised.  I usually 
               fall for the underdog.

                           GRACE (CONT'D)
               What about Mitch?  He's no ones's 
               underdog.

                           GRACE (CONT'D)
               Mitch pushed all the right buttons.  
               He, I don't know, I just wanted a 
               fling.  It just so happens that my 
               fling turned into two years.

                           ROY
               Not to mention the fact he was 
               cheating on you.

     They share a look.  It's the first time Roy really thinks 
     he's hurt Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 79
     4-7-00                                                      


                           ROY (CONT'D)
               I'm sorry.  I didn't mean to say 
               that.

                           GRACE
               It's okay.  It's the truth.

     Roy grabs Grace and kisses her.

                           ROY
               I wish for you to never be unhappy 
               again.

                           GRACE
               Do wishes really come true?

                           ROY
               With me they do.

                                                          CUT TO:

     SERIES OF SHOTS TO MUSIC

     Roy and Grace walking through the park holding hands.

     Roy and Grace eating dinner at a beautiful restaurant.  A 
     violinist comes by and plays for them.

     Roy and Grace window shopping late at night. 

     Grace is painting in Roy's Garden.  Roy is raking leaves.  
     Grace runs over and jumps in the pile of leaves.  Roy joins 
     her.

     Grace and Roy sledding in the snow.

     Huddling by the fire in Roy's bedroom, drinking cocoa.

     Making love by the fire.

                                                        FADE OUT:

     FADE IN:

128   INT. ROY'S HOUSE/ATRIUM -- AFTERNOON                        128   

     Grace sits sketching, looking at the portraits on the wall.    

     Roy stands in the kitchen, unknown to her, watching.

     Grace's cell phone rings.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 80
     4-7-00                                                      


                           GRACE
               Hello.
                    (Grace shoots up)
               Oh my God!

     Grace sees Roy.

     Roy runs over to her.

                           ROY
               What is it?

                           GRACE
                    (on the phone)
               Are you sure?
                    (pause)
               Okay, I'll be right there.

                           ROY
               What?
                    (pause)
               What happened?

                           GRACE
               There was a fire in my building!

     All th color leaves Roy's face. 

                           ROY
               Oh my God!
                    (pause)
               We should get over there right now!

                           GRACE
               They said it didn't get above the 
               fourth floor.

                           ROY
               Still, don't you think we should 
               check it out.

                           GRACE
               You're right.  It's just been so 
               long since I've even spent the night 
               there, this feels more like my home. 

     Roy still very anxious, quickly hugs Grace and nudges her 
     towards the door.

                           ROY
               Come on, lets go.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 81
     4-7-00                                                      


                           GRACE
               All right, hold on.  I still have to 
               put my shoes on.

     Roy runs upstairs and grabs her shoes.

     He runs past her and out the door.

                           ROY (O.S.)
               Put 'em on in the car.

                           GRACE
                    (heading out the door)
               You're acting like it's your apartment 
               on fire.

129   EXT. GRACE'S APARTMENT BUILDING -- LATER                    129   

     The apartment is surrounded by fire trucks.  The first few 
     floors are wet and stained with debris.

     Roy and Grace run up to the door but are blocked by police.

                           POLICEMAN
               Sorry Miss, you can't go up there.

                           GRACE
               This is my building.

                           ROY
               She lives on the seventh floor.

                           POLICEMAN
               Can I see some ID?

     Grace pulls out her license.

                           ROY
               Do they know how it started?

                           POLICEMAN
               Not sure yet, but it was some kind 
               of explosion.  

                           GRACE
               Was anyone hurt?

                           POLICEMAN
               A few scrapes and burns.  Some smoke 
               inhalation.  The third floor bore 
               most of the brunt.

     Roy runs into the building and disappears.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 82
     4-7-00                                                      


     Grace stands in shock. 

                           POLICEMAN (CONT'D)
                    (unsure, to Grace)
               There still digging through the 
               rubble.
                    (pause)
               This is fine.

     Grace slowly walks through the water logged building.  Smoke 
     hangs in the air.  Everything is black and dingy.

     The elevator is roped off. 

     Grace takes the stairs.

130   EXT. ROOM 3R -- MOMENTS LATER                               130   

     Roy stands in front of a very charred door.  You can barely 
     make out the 3R.  Roy pushes the door and it falls off its 
     hinges.

131   INT. ROOM 3R                                                131   

     The room is black.  The room above is partially visible.  
     Everything is scorched and wet.

     Roy runs to the bedroom, empty.  He looks through the debris, 
     nothing.

     A firefighter walks in and sees Roy.

                           FIREFIGHTER
               Sir, you shouldn't be in here, it's 
               not safe.

     Roy runs over to the man and grabs him.

                           ROY
               Where is he?  Where is he?

     The firefighter pulls Roy off him.

                           FIREFIGHTER
               Sir, calm down.  Anyone injured was 
               taken to Jefferson.

     Roy runs out.

132   EXT. ROOM 3R                                                132   

     The firefighter follows Roy out. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 83
     4-7-00                                                      


                           FIREFIGHTER
                    (yelling after him)
               But this room was empty.

     Roy stops and walks back.

                           ROY
               Empty?

                           FIREFIGHTER
               Who are you looking for, Sir?

                           ROY
                    (to himself)
               He wasn't here?
                    (pause)
               Where is he?

     Roy starts to walk down the hall.

                           ROY (CONT'D)
                    (to himself)
               Grace!

     Roy runs down the hall to the stairs.

133   INT. GRACE'S APARTMENT -- MOMENTS LATER                     133   

     Grace's apartment is untouched by the fire.  Grace sits on 
     the sofa, waiting.

     Roy runs in out of breath.

     Grace stands quickly.

                           GRACE
               Where'd you go?

                           ROY
               I have a friend that lives on the 
               third floor.

                           GRACE
               Are they okay?

                           ROY
               I don't know.

                           ROY SITS ON THE SOFA WITH GRACE.

                           GRACE
               I'm sure everything's fine.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 84
     4-7-00                                                      


     Roy puts his head in his hands.

                           ROY
               God, I hope so.

                                                          CUT TO:

134   EXT. NEWSSTAND -- NIGHT                                     134   

     The Man with the oxygen is talking to the man at the stand.  
     They are in a heated debate, probably for the past hour or 
     so.  They continue to talk as customers pay and collect their 
     magazines and cigarettes.  They talk oblivious, only stopping 
     when the man at the stand has to make change or be consulted 
     by a customer.

                                                     CUT BACK TO:

135   INT. GRACES' APARTMENT -- LATER                             135   

     Grace is packing a suitcase.

     Roy stands by, nervous.

                           ROY
               I would just feel better if you were 
               with me.

     Roy hugs Grace.

                           ROY (CONT'D)
               You know, this place could go up any 
               second.

     Grace raises her hands. 

                           GRACE
               I come in peace.

     They kiss.

136   INT. ROY'S BEDROOM -- LATE THAT NIGHT                       136   

     Grace is asleep in bed.

     Roy tired and haggard, paces the room.

     He quickly scribbles a note and puts it on the bed. 

     He looks at Grace, kisses her on the cheek and exits.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 85
     4-7-00                                                      


137   SERIES OF SHOTS OVER MUSIC                                  137   

     Roy goes to the hospital and tries to find out information 
     about the old man.

     The night sky.  

     He goes to a couple of bars.

     The suns just starts to come up.  

     Roy driving the streets of Philadelphia.

     The sun is up.

     Roy stops for coffee and walks by the newsstand.

                                                          CUT TO:

138   INT. ROY'S HOME/ATRIUM -- MORNING                           138   

     A knock at the door.

     Grace groggily trots down the stairs in Roy's shirt and 
     nothing else.

     Grace looks pout of the peep hole.

139   GRACE'S P.O.V. OF THE OLD MAN'S BACK TOWARDS HER AND THE 
     OXYGEN TANK.  HE SMOKES A CIGARETTE.                         139   

                           GRACE
               Hello?

                           OLD MAN
               Where's Roy?

                           GRACE
               Who?

                           OLD MAN
               Roy Darling?
                    (pause)
               This is his house.

     Grace hesitantly opens the door. 

                           GRACE
               Are you sure you have the right 
               address?

     The old man looks around.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 86
     4-7-00                                                      


                           OLD MAN
               How could I forget.

     The old man looks inside the doorway.

                           OLD MAN (CONT'D)
               He's done a nice job keeping the 
               place up.

     Grace doesn't know what to make of the man, but she thinks 
     he's harmless enough.

                           GRACE
               Well, why don't you come in.  I'll 
               make some tea?

                           OLD MAN
               Coffee'd be better.

                           GRACE
               Okay.
                    (pause)
               I'm Grace.

                           OLD MAN
               Nice to meet you. 

     Grace helps the old man enter.

     She closes the door. 

140   INT. KITCHEN -- MOMENTS LATER                               140   

     The old man sits at the counter while Grace gets the coffee 
     ready.

                           OLD MAN
               So, how long have you known Roy?

     Grace doesn't want to upset the man so she plays along with 
     what she thinks is a delusion.

                           GRACE
               Just a little while.

                           OLD MAN
               You know, this house has been our 
               family for years. 

                           GRACE
               Really?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 87
     4-7-00                                                      


                           OLD MAN
               My father was an architect in the 
               thirties.  He bought this entire 
               block and built it up.

     Grace brings him coffee.

                           GRACE
               Sugar?  Cream?

     The old man shakes his head. 

                           OLD MAN
               He knew this area would be worth 
               something to someone one day.

                           GRACE
               He was right.

                           OLD MAN
               Sure was.
                    (pause)
               You know how many people tried to 
               buy me out of this house?

                           GRACE
               No.

                           OLD MAN
               I'm sure Roy could tell you some 
               stories.

     The old man lowers his head, sipping his coffee.

                           OLD MAN (CONT'D)
               After Roy's mother died...

                           GRACE
               I'm sorry.

                           OLD MAN
               Her death was really hard on my son.  
               He had a close relationship with 
               her.

     The old man takes out a picture from his wallet.  It's 
     tattered and a little yellowed.  He hands it to Grace.  She 
     gasps.

141   GRACE'S P.O.V. OF THE PICTURE.                              141   

     It's the same picture Roy showed Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 88
     4-7-00                                                      


                           GRACE
               This is Roy's mother?

                           OLD MAN
               Yes.  Isn't she beautiful?

                           GRACE
               Beautiful.

     Grace slumps down next to the old man.

                           OLD MAN
               What's wrong?

     Grace is speechless.

     The old man tries to comfort grace but she runs out of the 
     kitchen.

     The old man stares after her and then resumes sipping his 
     coffee.

                           OLD MAN (CONT'D)
               Women, so emotional.

142   INT. ROY'S BEDROOM -- MOMENTS LATER                         142   

     Grace is looking through the room.  She holds the picture in 
     her hand.  She keeps looking at it and the picture's that 
     fill the room.  She sees on the dresser a picture of Roy's 
     parents and picks it up.

     Grace looks closely.  If she aged the man in the picture and 
     squinted she could recognize the old man from downstairs.

                           GRACE
               Oh my God! 

     Grace drops the picture, the frame breaks into a million 
     pieces.

     Grace tries to pick up the pieces but she gets cut.

     She runs to the bathroom and wraps her hand.

     She looks at herself in the mirror and for the first time 
     notices the resemblance to Roy's mother.

     She opens the medicine cabinet and look for prescriptions, 
     none.  She starts to go through the drawers in the bathroom.

     She exits.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 89
     4-7-00                                                      


     SERIES OF SHOTS TO MUSIC

     Grace looks through the room.  She opens the drawers and 
     finds nothing.  She opens the jewelry box, she finds the 
     key, but leaves it there.

     She goes into the hall opening doors and searching the rooms.

     She comes to Ropy's old bedroom, locked.

     She tries the next room, open she goes in and searches.

     She goes back to the locked door and tries it again.

     She remembers the key and goes to get it.

     The key opens the door.

     Grace enters. 

143   INT. ROY'S CHILDHOOD BEDROOM -- CONTINUOUS                  143   

     The room is exactly as Roy left it.

     Grace walks around astonished.

     She looks at all of the toys.  She picks up the stuffed dog 
     Roy was talking to in the beginning.

     By the window is a covered canvas.

     Grace uncovers it.

     It's the painting of Grace as a child.

     Grace grabs the painting and walks out of the room.

144   EXT. HALLWAY/STAIRS -- CONTINUOUS                           144   

     Grace rushes down the stairs with the painting.

145   INT. KITCHEN -- CONTINUOUS                                  145   

     Grace enters ready to confront the old man.

     The kitchen is empty.

                           GRACE
                    (yelling)
               Sir.

     Grace walks into the Den.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 90
     4-7-00                                                      


                           GRACE (CONT'D)
               Sir?

     Grace notices the bookcase is open.

     She slowly pushes it open.

     The old man sits at his old desk, smoking a cigar.

                           OLD MAN
               Have a seat.

     Grace stands, mouth gaping.

                           OLD MAN (CONT'D)
               I always liked saying that.  Power, 
               you know?

     The old man notices Grace's reaction.

                           OLD MAN (CONT'D)
               Didn't know this was here?

     Grace shakes her head, no.

                           OLD MAN (CONT'D)
               My son is good at keeping secrets, 
               huh?

     Grace slouches down into the leather chair opposite the old 
     man.

                           OLD MAN (CONT'D)
               What did he tell you?

                           GRACE
               He told me his name was Andrew.

                           OLD MAN
               Andrew?

                           GRACE
               He said he worked for Boeing.
                    (pause)
               He told me his parents, both his 
               parents, died when he was fifteen.

                           OLD MAN
               He said I was dead?

                           GRACE
               An accident of some kind.  He wasn't 
               specific.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 91
     4-7-00                                                      


     Grace stands, filled with anger.

                           GRACE (CONT'D)
               None of this makes any sense!
                    (pause)
               Why would he lie to me?  What is he 
               hiding?

     Grace throws the picture at the cabinet.  The door opens 
     slightly.  

     The old man picks up the picture.  He looks at it and then 
     at Grace.

                           OLD MAN
               This is you.

                           GRACE
               I know.

                           OLD MAN
               I mean, I remember this.

                           GRACE
                    (recognition in her 
                    voice)
               Roy... 
                    (pause)
               Darling.

                           OLD MAN
               He did this in school.

                           GRACE
               Fifth grade.

     Grace and the man share a moment.

                           OLD MAN
               What has my son done to you?

                           GRACE
               He made me fall in love with a lie.
                    (to the old man)
               Why?

                           OLD MAN
               No idea.

     The old man puts the painting down.  He moves slowly around 
     the desk, holding onto the cabinet door, pushing it open.

     Grace sees her painting hanging on the open door.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 92
     4-7-00                                                      


                           GRACE
                    (pointing to the 
                    painting)
               That's mine.

     Grace runs to the cabinet and opens both doors.  Her first 
     look is of shock and then shame.

                           GRACE (CONT'D)
               How could he?

                           OLD MAN
               What is all this?

     Grace sees her compact and takes it out.

                                                          CUT TO:

     FLASHBACK

146   INT. SUBWAY                                                 146   

     Grace runs into a man and drops her purse.  He grabs her 
     compact and runs out.

                                                     CUT BACK TO:

147   INT. OFFICE -- CONTINUOUS                                   147   

     Grace sees all of her things in the cabinet.  The old man 
     sits again, exhausted.

                           GRACE
                    (to the old man)
               What is this all about?
                    (pause)
               Are you part of this?  Is this some 
               sort of joke?

     Grace starts to frantically pace around the room.

                           GRACE (CONT'D)
                    (almost in tears)
               Why...I, uh, don't understand.  I 
               thought that he...  I mean he 
               really... This can't be... happening.

     Grace slumps down in the chair and starts sobbing.

     The old man tries to comfort Grace.  She pushes him away.

                           GRACE (CONT'D)
               Don't!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 93
     4-7-00                                                      


                           OLD MAN
               There must be some sort of 
               explanation.  I mean, Roy isn't the 
               kind of man to... What am I talking 
               about?  I don't know what kind of 
               man my son is.

     Grace stops crying, takes a deep breath, and stands.

                           GRACE
               He's the kind of man to make up his 
               entire life, so he can get a girl 
               into bed!

                           OLD MAN
               Is that what he did to you?

                           GRACE
                    (trembling)
               Yes.  No.  I don't know.
                    (pause)
               I trusted him.  
                    (pause)
               I believed him.  I don't know why he 
               lied to me.

     Grace walks out.

148   INT. KITCHEN -- MOMENTS LATER                               148   

     Grace rummages through the cupboards.  She finds a bottle of 
     Stoli.  She grabs a glass, pours, gulps it down and pours 
     another.

     The old man enters.  He grabs a glass.

                           OLD MAN
               Do you mind?

     She pours him a glass.  They clink glasses and drink.

     Grace chokes down her drink, as if coming out of a trance. 

                           GRACE
               I gotta get out of here.

     Grace bolts out of the room and upstairs.

     The old man finishes his drink and slowly pours another.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 94
     4-7-00                                                      


149   EXT. ROY'S HOUSE -- MOMENTS LATER                           149   

     Roy's car comes down the street and pulls into the driveway 
     and parks.  He gets out of the car, puts his keys in his 
     coat pocket and walks to the front door.

150   INT. ROY'S HOUSE/ ATRIUM -- CONTINUOUS                      150   

     Roy enters taking off his coat and putting it on the divan. 

                           ROY
               Grace!

                           OLD MAN (O.S.)
               She's upstairs.

     Roy reacts quickly to the Old Man's voice, walking into the 
     kitchen.

151   INT. KITCHEN -- CONTINUOUS                                  151   

     The Old Man is till drinking but now he has a cigarette.

                           ROY
                    (a command)
               Put that out.

     The Old man looks at Roy, takes one more puff and throws the 
     cigarette in the sink.  He runs the water.

                           OLD MAN
               I'm okay.

                           ROY
               Where is she?

                           OLD MAN
                I already told you.

     The two men stand in silence, staring at each other.

     A slam is heard.

     Roy turns in time to see the curtains swinging out from the 
     wall.

                           ROY
                    (running to the door)
               Grace!

     Roy runs into the door and then opens it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 95
     4-7-00                                                      


152   EXT. ROY'S HOUSE -- DAY                                     152   

     Grace is pulling out of the driveway in Roy's car.  Roy runs 
     out.  Grace sees Roy and drives away.  Roy runs after her.

                           ROY
               GRACE!

     Grace speeds away. 

     Roy stops halfway down the street panting and out of breath.

                                                          CUT TO:

153   EXT. GRACE'S APARTMENT BUILDING -- LATER                    153   

     A taxi with Roy inside, pulls up.  Roy jumps out and runs to 
     the building.

154   EXT. GRACES'S APARTMENT -- MOMENTS LATER                    154   

     Roy bangs on the door.

                           ROY
               Grace!
                    (pause)
               Grace, open the door!
                    (pause)
               Grace, please!
                    (pause)
               Grace!

     Roy continues to bang harder and harder.  Grace's neighbor, 
     Fay, a little elderly woman, sticks her head out.

                           FAY
               She's not there.

     Roy stops banging.

                           ROY
               Where is she?

                           FAY
               I don't know.  When I got home her 
               place was open.  She was running 
               around like a wild woman.
                    (pause)
               Next thing I know, she's slamming 
               doors and running down the hall to 
               the elevator.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 96
     4-7-00                                                      


     Roy stands for an instant looking at Fay and then bolts down 
     the hall.

155   INT DESIGN STUDIO -- LATER                                  155   

     The receptionist sits talking on the phone.  Roy runs in.

                           ROY
               Is Grace here?

     The receptionist continues talking, ignoring Roy.

     Roy walks past the receptionist.

                           RECEPTIONIST
                    (to Roy)
               She's not here.

     Roy turns back to the man and stares him down.

                           ROY
               Where is she?

                           RECEPTIONIST
               She took some time off.

     Roy grabs the man by the collar.

                           RECEPTIONIST (CONT'D)
               I swear!
                    (gasping)
               Maybe, Mr. Auster knows more.

156   INT. MR. AUSTER'S OFFICE -- MOMENTS LATER                   156   

     Mr. Auster is in a meeting with two clients.  They are looking 
     at pictures.

     Roy burst in.

                           ROY
               Where is she?

     Mr. Stevens stands. 

                           MR. AUSTER
               Mr. Lenahan, please!

                           ROY
               Where is she?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 97
     4-7-00                                                      


                           MR. AUSTER
               She said something about her 
               childhood.

     Roy stops and almost falls to the ground.  He catches himself, 
     slowly turns and walks out the door.

157   EXT. DESIGN STUDIO -- MOMENTS LATER                         157   

     Roy walks out defeated.  He's a crumpled mass of man.  He 
     falls to the curb, unmoving.

                                                     TIME CUT TO:

158   INT. CAR -- MORNING                                         158   

     Grace sits in her car wearing sunglasses and a hat.

159   GRACE'S P.O.V. OF ROY                                       159   

     Roy walks down the street smoking a cigarette.  He wears a 
     baseball cap and a long trench coat.  He stops in front of 
     his office building and quickly finishes the cigarette and 
     then enters the building.

160   INT. KINGSTON OFFICE -- DAY                                 160   

     Roy sits at his desk, slowly pecking at the computer.  His 
     hair is growing back in to it's natural color and his facial 
     hair has not been trimmed.  Roy just looks tired and ragged.  

     The phone rings.

                           ROY
               Hello.

     ON JACK: 

                           JACK
               Roy, buddy, you gonna get something 
               done today?

     ON ROY:

     Roy glares at Jack and slams the phone down.

                           ROY
                    (yelling across at 
                    Jack)
               Yes, sir.

     Roy starts to type incredibly fast on his keyboard.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 98
     4-7-00                                                      


                           ROY (CONT'D)
                    (to himself)
               Must work faster. 

     He begins to push papers around his desk and onto the floor.

                           ROY (CONT'D)
                    (louder)
               Must be more efficient.

     Roy picks pens up and starts to launch them across the room 
     at people.  

     Jack is stunned by Roy's explosion and does not move.

                           ROY (CONT'D)
                    (even louder)
               Must follow the rules.  Follow the 
               rules, don't break the rules.  Don't 
               break the rules.  Don't break the 
               rules. 

     Roy stands up and rips his computer out of the wall and throws 
     it out of his cubicle.

     Jack stands and goes after Roy. 

                           ROY (CONT'D)
                    (yelling)
               Mustn't break the rules.  Must not 
               break the rules.  Never break the 
               rules.

     Roy stumbles out of his cubicle and starts harassing his 
     fellow employees.

     Jack grabs Roy and escorts him out of the office.

161   INT. RECEPTION AREA-- MOMENTS LATER                         161   

     Jack sits the shaken Roy in the reception area.

                           JACK
               What the hell is going on with you?

     Roy stares at Jack blankly.

                           JACK (CONT'D)
               Roy?  Roy, are you listening to me?
                    (pause)
               What's the matter with you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                         p. 99
     4-7-00                                                      


     ROY'S P.O.V. GRACE WAITING FOR THE ELEVATOR 

     Roy suddenly shoots up.

                           ROY
                    (running out)
               Grace!

      Jack watches in disbelief.

162   EXT. KINGSTON TOY OFFICE -- MOMENTS LATER                   162   

                           ROY
               Grace!

163   INT. ELEVATOR -- CONTINUOUS                                 163   

     Roy runs after a woman onto the crowded elevator.  He grabs 
     her and turns her around, it's not Grace.

                           WOMAN
               Hey, get your hands off me!

     Roy pushes his way out of the elevator.

                           ROY
               I'm so sorry.  Really, sorry.  So, 
               so sorry.

     He grabs the door right before it closes.

164   EXT. ELEVATOR -- CONTINUOUS                                 164   

     Roy stands outside the elevator, slumped and broken.

     Jack comes up behind Roy and tries to comfort him.

                           JACK
               Maybe, you should think about getting 
               some rest, buddy?

     Roy slowly nods his head yes.

165   EXT. CITY STREET -- DAY                                     165   

     Roy walks down the street aimlessly.  He looks like he's 
     crazed or at least escaped from some sort of institution.  
     People are keeping their distance as he slowly crosses their 
     paths.  

166   EXT. MARATHON GRILL -- MOMENTS LATER                        166   

     Roy stands staring in the window, looking for Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 100
     4-7-00                                                      


167   ROY'S P.O.V. INTO THE RESTAURANT                            167   

     He searches the crowd, she's not there.

168   INT. MARATHON GRILL -- CONTINUOUS                           168   

     However, Mitch stands in line waiting for his food.  A woman 
     comes over to him, it's Della from before.  She points out 
     Roy.  Mitch glares.  He walks toward Roy.

169   EXT. MARATHON GRILL -- MOMENTS LATER                        169   

     Mitch confronts Roy.

                           MITCH
               You got a hell of a nerve!

     Mitch grabs Roy and shoves him up against the window, as 
     everyone watches.

                           MITCH (CONT'D)
               You fuckin' pervert.
                    (pause)
               Grace told me what you did.  You go 
               anywhere near her and I'll kill you!

     Mitch drops Roy to the ground, he does not fight back.

170   INT. CAR -- MOMENTS LATER                                   170   

     Grace's car sits down the street.  She's watched Roy walk 
     all this way.  She's stalking him now.

     GRACE'S P.O.V. OF ROY

     He walks down the street, head hung low.  He turns the corner 
     and disappears.

     Grace drives off.

                                                          CUT TO:

171   EXT. NURSING HOME -- AFTERNOON                              171   

     Grace's car drives up the drive way.

172   INT. NURSING HOME -- MOMENTS LATER                          172   

     Grace walks in and up to the desk.

                           NURSE
               Can I help you with something?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 101
     4-7-00                                                      


                           GRACE
               I came to see my father,  Daniel 
               Darlin.

                           NURSE
               It says here he has a son, not a 
               daughter.

                           GRACE
               That must be a mistake he has a son 
               and a daughter.

                           NURSE
               I'll have to check with Mr. Darlin.

                           GRACE
               Please, I don't want to upset him.  
               Why don't you let me see him and if 
               there's any trouble... You can cart 
               me out of here.  Okay?

                           NURSE
               Oh, all right.

173   INT. BEDROOM -- MOMENTS LATER                               173   

     The room is small and yellow.  It has two double bed in it.  
     One of the bed is occupied by an elderly man.  Daniel sits 
     by the window breathing into his oxygen mask.  He stares out 
     blankly.

     Grace enters with the nurse.

                           NURSE
               Mr. Darlin?

     He stirs from his stupor. 

                           OLD MAN
               Wh-at?

     He turns to see Grace, he smiles.

     Grace the nurse a look to go, she does so.

                           GRACE
               Hi, Mr. Darlin.

                           OLD MAN
               Daniel, call me Daniel.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 102
     4-7-00                                                      


                           GRACE
               Daniel, I want to talk to you about 
               your son.

                           OLD MAN
               I'm so sorry for what he did to you.

                           GRACE
               That's not why I'm here.

                           OLD MAN
                    (rambling)
               He told me everything.  I've never 
               seen him so torn up, except at his 
               mother's funeral and that was years 
               ago.  He never even lets me know 
               when he's got a cold, he's that closed 
               off.  Not that I can blame him.

     He looks up at Grace.

                           OLD MAN (CONT'D)
               He loves you.  He loves you more 
               than I even understand.  He told me 
               he would do anything for you and 
               without you his life meant nothing.

                           GRACE
               I know.  I've see him and he looks 
               terrible.  I'm not sure what to do.

                           OLD MAN
               Do you love him?

                           GRACE
               I loved a part off him.  But I don't 
               know who Roy is.  I only knew Andrew.

                           OLD MAN
               I guess it's confusing?

                           GRACE
               More than you know.
                    (pause)
               I just wanted to know if you'd seen 
               him.

                           OLD MAN
               He comes by, but not lately.

                           GRACE
               I think he needs some help and I 
               don't think it's my place--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 103
     4-7-00                                                      


                           OLD MAN
               You're the only one he'll listen to.

     Grace looks out the window with Daniel.

                           GRACE
               I have to go.  I'll come visit again.  
               If that's okay?

                           OLD MAN
               That would be nice.

     Daniel kisses Grace's hand, reminding her of Roy, she 
     flinches.  She flashes an apologetic smile and walks out.

     Daniel looks after her as she goes, shaking his head.

                                                          CUT TO:

174   EXT. GRACE'S APARTMENT BUILDING -- NIGHT                    174   

     Roy stands outside the building.  He is haggard looking.  
     His clothes are stained and crumpled.  His beard is grown in 
     and a crazed, vacant look on his face.  He stares up at 
     Grace's dark window.

     A man from the building comes over to him and asks him to 
     leave.

     Roy slowly walks away, looking back at grace's rom as he 
     goes into the night.

                                                          CUT TO:

175   INT. ROY'S HOUSE/DEN -- DAY                                 175   

     The room is dark.  The windows are covered and no lights are 
     on.  Roy lays on the desk, his face streaked with tears.  He 
     looks as if he hasn't slept or eaten for a long time.  He 
     stares at the painting of Grace.

176   EXT. ROY'S HOUSE -- MOMENTS LATER                           176   

     Grace stands at the door unsure, she holds a portrait under 
     her arm.  She goes to knock but the door is open, she walks 
     in, taking a deep breath.

177   INT. ATRIUM -- CONTINUOUS                                   177   

     The house is dark.  There is paper scattered everywhere.  
     Grace picks up a one of the crumpled papers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 104
     4-7-00                                                      


     ANGLE ON: LETTER #1

     Dear Grace, I'm sorry.

     Grace picks up another letter and moves throughout the house.

     ANGLE ON: LETTER #2

     Dear Grace, I didn't follow the rules.  I didn't play fair

     She picks up a few letters and opens them.

     ANGLE ON: LETTER #3, #4, #5

     Dear Grace, I should tell you why.  Why I did what I did.

     Dear Grace, Grace my love, my only hope.

     Dear Grace, Dear Grace, Dear Grace, Dear Grace 

178   INT. KITCHEN -- CONTINUOUS                                  178   

     The kitchen is filthy.  More crumpled letters litter the 
     floor and counter tops.  Food wrappers and remnants of mostly 
     uneaten food lay rotting.

     She looks into the den and sees the office door opened.

179   INT. OFFICE -- MOMENTS LATER                                179   

     Grace stands at the door unnoticed by Roy.

                           GRACE
                    (holding the letters 
                    up)
               I guess you need to talk to me?

     Roy jumps up quickly almost falling off the desk.  He stops 
     himself and stands facing Grace.

                           ROY
                    (raspy)
               I couldn't find you anywhere.

                           GRACE
               I know.  

                           ROY
               You found my letters?

                           GRACE
               There hard to miss.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 105
     4-7-00                                                      


     Roy walks over to Grace.

                           GRACE (CONT'D)
               I brought this for you.

     She hands him the portrait.

     Roy admires her work.

                           ROY
               It's more beautiful than I ever 
               thought...

                           GRACE
               I knew you should have it.

                           ROY
               Thank you. 

                           GRACE
               I'm sorry it took so long.

                           ROY
               No, I'm sorry.  You don't have any 
               reason to be sorry.  I'm the one who 
               should be sorry.
                    (pause)
               I'm so sorry, Grace.

                           GRACE
               I know you are.  But it doesn't make 
               any of this any easier.

                           ROY
               I never wanted to hurt you.  That 
               was never my intention.

                           GRACE
               Andrew-- I mean Roy.  This isn't 
               about being sorry anymore.  I know 
               you weren't going to hurt me, but 
               you did.  You lied to me and made me 
               believe things that weren't true.  
               And then you... And then I fell in 
               love with you.

                           ROY
               You love me?

                           GRACE
               You know I did.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 106
     4-7-00                                                      


                           ROY
               Did?

                           GRACE
               Roy, I can't love someone who... 
               You're a fraud.  You made up an entire 
               life that wasn't true.
                    (pause)
               And in a way, I guess, I should be 
               flattered, but I'm not.

                           ROY
               So, what are you going to do?

     They stand in silence.

                           GRACE
               What can I do, Roy?
                    (pause)
               What do you want me to do?

                           ROY
               I want you to love me.

                           GRACE
               That's all?
                    (pause)
               Roy, I love you.

                           ROY
               You do?

                           GRACE
               You know I do.

     Roy runs to her.

     Grace backs away.

                           GRACE (CONT'D)
               But It doesn't mean anything.  Not 
               now.

                           ROY
               Because...

                           GRACE
               Because of everything, Roy.

     Roy sits in the chair looking up at Grace.

                           ROY
               What if I promised never to lie again.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 107
     4-7-00                                                      


                           GRACE
               It's too late.  We missed our chance.

                           ROY
               You mean, I missed our chance.

                           GRACE
               Can I ask you just one question?

                           ROY
               Anything.

                           GRACE
               Why did you think I wouldn't love 
               you?

                           ROY
               I saw you as the beautiful girl you 
               were and then I saw this beautiful 
               woman you grew up to be.  I knew I 
               could never live up to your 
               expectations.  I knew I would only 
               let you down.  But I thought, if I 
               can become the man of her dreams, 
               the man that she deserves.  That you 
               deserve.  Then I could deserve you.

     Grace sits opposite Roy.

                           GRACE
               You were wrong.

     Grace begins to cry. 

                           GRACE (CONT'D)
               I remember the day you came to my 
               house.  The day we moved.  I remember 
               you in your black suit.  I didn't 
               say a word about it.  I was too 
               wrapped up in my own world to notice 
               your pain.

     Rosy starts to cry. 

                           GRACE (CONT'D)
               And you think I wasn't worthy of 
               you.  What kind of person doesn't 
               see another in pain.  Roy, I didn't 
               see you.  And you saw right through 
               me.  How did you do that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 108
     4-7-00                                                      


                           ROY
               I loved you.  I thought if I could 
               possess you, my world would have 
               some meaning, some order to it.  I 
               guess that doesn't make any sense.  
               At the time, it was all I could think 
               about.

     Grace takes Roy's face in her hands and kisses his forehead, 
     then his nose and then his lips.

                           GRACE
               I wish I could forgive you Roy.  I 
               wish I could be strong and understand 
               any of this but I can't.
                    (pause)
               I could never trust you and I could 
               never really love you.  Not now.  
               Not after, I thought Andrew was the 
               love of my life.  My soul-mate.
                    (pause)
               My soul-mate wouldn't hurt me like 
               this.  Or lie to me, and make me 
               believe things that weren't true.

     Grace pulls away from Roy and stands.

                           ROY
               You're leaving?

                           GRACE
               I gotta--

                           ROY
               Go.  I know.
                    (pause)
               I just always thought we'd end up 
               together.

                           GRACE
               I wish I would have known.

     Grace leaves the room.

     Roy starts to sob.

                                                          CUT TO:

180   INT. DESIGN STUDIO/GRACE'S OFFICE -- DAY                    180   

     Grace walks around her office talking on her cell phone.  
     She stands at the window tracing the rain drops down the 
     glass.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 109
     4-7-00                                                      


     Grace's door flies open.  Roy stands at the door.  He pulls 
     out a shotgun out from his trench coat.  His hair is matted 
     to his face.  His eyes beat red.

     Grace jumps back, dropping the phone to the ground.

                           GRACE
                    (trembling)
               Roy!  What are you doing?

     The receptionist runs in behind Roy.

                           RECEPTIONIST
               I tried to stop him.

     Roy pushes the man out and slams the door shut.

                           GRACE
               Roy, what do you think you're doing?

                           ROY
               I can't live without you.

     Roy takes the shotgun and holds it under his chin.

                           GRACE
               No!

     Grace runs to Roy and pulls the shotgun away from him.  He 
     pulls the trigger.  The gun goes off.

     Grace falls to the floor, a crumpled mass.  Blood pours out 
     from her abdomen.

                           ROY
                    (screaming)
               Nooooo!

     Roy falls the floor.  He cradles Grace's lifeless body in 
     his arms.  He weeps over her.

                           ROY (CONT'D)
               I never wanted to hurt you.  I just 
               wanted you to love me.  I just want 
               you to love me.  To love me.

     The door to Grace's office bursts open.

     The police in riot gear storm the room and grab Roy.  The 
     push him to the ground and handcuff him.  

     The medics run in and try to resuscitate Grace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 110
     4-7-00                                                      


     Roy watches as he is pulled roughly out the door.

                           ROY (CONT'D)
               I just wanted to love her.  I wanted 
               her to love me.  To love me.  To 
               love me.

     The police escort Roy out of the room.  We still hear him 
     chanting, "To love me" over and over again.

                                                          CUT TO:

181   INT. MENTAL FACILITY -- DAY                                 181   

     A male nurse walks through the corridor carryng a tray of 
     medicine.  He walks to the metal doors and opens the sliding 
     window.  He places toe paper cups on the ledge.  The patient 
     takes the pills and washes them down with the water.  The 
     nurse watches as the patient opens their mouth wide to the 
     nurse.  He moves on to the next door and repeats the scenario.

     The third window he opens is Roy.

     The nurse opens the window.

     NURSE'S P.O.V. OF ROY THROUGH THE WINDOW

     Roy sits huddled in a ball rocking back and forth chanting.

                           ROY
               She loves me.  She loves me not.  
               She loves me.  She loves me not.  
               She loves me.  She loves me not.

                           NURSE
               Time for your meds, Roy.

     No response. 

                           ROY
               She loves me.  She loves me not.  
               She loves me.

                           NURSE
               Roy.  If you don't take your medicine 
               now, we'll have to put you in 
               restraints again.

     Roy stops chanting and slowly comes to the window.  He takes 
     his pills and repeats the procedure.

                           NURSE (CONT'D)
               Good boy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 111
     4-7-00                                                      


     Roy turns and goes back to his seated position, rocking.

     The nurse closes the window.

182   INT. ROY'S CELL -- MOMENTS LATER                            182   

     Roy stops rocking and spits out the pills into his hand.  He 
     takes them over to the corner and pulls away a brick in the 
     wall.  There sit a pile of pills.  Roy takes out the pills 
     and starts to count them.  

                           ROY
               Twenty-two, twenty-three, twenty-
               four, twenty-five, twenty-six. 
               Now, I'll get to see my Grace again.

     Roy starts to swallow the pills.  He downs them all.  Roy 
     starts to sing.

                           ROY (CONT'D)
               I'll be seeing you soon.  In heaven 
               my june.

     Roy starts to slowly slide down the wall. 

                           ROY (CONT'D)
                    (starts to slur)
               My baby, my sweetheart, my soul.

     Roy lays on the floor. 

                           ROY (CONT'D)
                    (garbled)
               You have my heart for always.  My ba-
               by...

     Roy lays silent.

                                                          CUT TO:

183   EXT. HOSPITAL -- DAY                                        183   

     Grace is being wheeled out of the hospital by a nurse.  She 
     looks pale and thin, but alive.  Roy's father walks behind 
     her.  Della, helps Grace into the car.  Roy's father gets 
     in.  Della gets in the driver seat.

     They drive away into the crowded street and disappear among 
     the cars.

                                                   FADE TO BLACK:

     "No one remains quite what he was when he recognizes himself."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Rubin-0329                                        p. 112
     4-7-00                                                      


     Thomas Mann 

                                                          THE END