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ALL SCRIPTS






                           MAY DECEMBER



                             Story by

                    Samy Burch & Alex Mechanik


                           Screenplay by

                            Samy Burch



1                                                                 1
    EXT. THE OUTDOORS-- DAWN

    URGENT MUSIC as a monarch butterfly flaps, landing on the
    leaf of a milkweed plant.

    Its thick, black body curls inward and lays a small white
    egg. And then it flies away.

    The delicate little thing sticks to the bottom of the leaf,
    impossibly.

    A bit further back, we see there are hundreds more: tiny eggs
    on leaves.

2                                                                 2
    EXT. HISTORIC DISTRICT - SAVANNAH, GEORGIA-- DAY

    Memorial Day, 2015. A bright breezy morning in downtown
    Savannah. Shady oaks drooping with Spanish moss frame the
    historic blocks of Georgian and Victorian townhouses.

    American flags hang from exteriors. A high school marching
    band assembles near a park block.

3                                                                 3
    EXT. INN - HISTORIC SAVANNAH-- DAY

    ELIZABETH BERRY, 36, is pulling her luggage out of the trunk
    of her rental car, parked in front of a Victorian inn on a
    vintage block.

4                                                                 4
    INT. INN-- DAY

    ELIZABETH, 36, unpacks and reorganizes the room of the inn.
    She wears all black, big chunky running sneakers, and talks
    through wireless headphones.

                        ELIZABETH
              Yeah... It's quaint...

    She picks up a piece of tawdry decor and drops it in a
    drawer.

                        ELIZABETH (CONT'D)
              A little hot.

    She looks out one of the tall narrow windows.

                        ELIZABETH (CONT'D)
              Mm-hmm... Yeah...

    She notices a gift basket on the chair. A note:


                                                       (CONTINUED)
                                                              2.


    Ms. Berry, Welcome to Savannah! Best, Management P.S. We are
    huge fans of "Animal Hospital!"

    She gives a slight smirk.

                        ELIZABETH (CONT'D)
              Yes, I'm listening.

5                                                                  5
    INT. INN-- A BIT LATER

    Elizabeth rips the top blanket off and sits cross-legged on
    the bed. It looks a lot better. Her asthma inhaler sits on
    the bed-side table nearby.

    She opens a brand new (tiny) notebook. Page one.

    She writes: Gracie

    And then she underlines it. And then she thinks.

6                                                                  6
    EXT. ATHERTON-YOO HOUSE - BACKYARD - TYBEE ISLAND - DAY

    A slightly hazy sky canopies the lush, overgrown backyard on
    this island community, just outside Savannah. A dock extends
    out to the marshy waters; there's a striped awning off a
    raised porch. Potted flowers cheer up the sense of open skies
    and marshy limits.

    JOE YOO, 36, tends to the fire of a formidable grill. He's
    handsome, but with a melancholy, like a despondent aristocrat
    in a Dutch painting.

    It feels hazy but hot.

7                                                                  7
    INT. ATHERTON-YOO HOUSE - KITCHEN-- DAY

    Joe walks inside and heads to the fridge. He gives his wife,
    GRACIE ATHERTON-YOO, 59, a kiss on the cheek on his way.

    Gracie is small but alert, like a sparrow, with a delicate
    glow. She floats about her sun-lit kitchen, spreading whipped
    cream on cakes and slicing strawberries.

    With her is RHONDA, 60s, who's filling up deviled eggs with a
    piping bag. She has a ceramicist's energy (layered linen
    clothes, colorful glasses).

                        GRACIE
              Well. You don't know. I told you
              what happened when I met Judge
              Judy...

                                                       (CONTINUED)
                                                         3.


Rhonda nods like, I certainly remember that.

                    RHONDA
          That's true, these Hollywood types.

Joe takes a beer from the fridge and heads out.

                    GRACIE
              (to Joe)
          That's two.

An embarrassed smile.

                      JOE
          Rhonda.

                      RHONDA
          Hi Joe.

                    GRACIE
          And honey, if you can, can you take
          all the plates and cups out...?
              (back to Rhonda)
          All I ask is that's she's polite.
          Not sitting there with big movie
          star sunglasses, too good for
          everything. If she's gonna be here,
          I want her to participate.

                    RHONDA
          I'm sure she will. Look at this
          beautiful day.

Joe holds the door for MARY & CHARLIE ATHERTON-YOO, 18 ("the
twins"), as they run through the kitchen with their FRIENDS.

                    GRACIE
          Where you going?

                      MARY
          The roof.

A hard look.

                    GRACIE
          I don't want to call anybody's
          mother today to say someone broke
          their neck and died.

                    MARY
          We'll be so safe.




                                                  (CONTINUED)
                                                                4.


                        GRACIE
                  (calling after)
              Charlie!

    He slows and turns begrudgingly as the rest clomp up the
    stairs. He has a slight build, looks younger than his
    eighteen years.

                        GRACIE (CONT'D)
              Keep an eye on things for me, okay?

    She wipes some mustard off his chin. He doesn't resist but
    the look in his eyes is very clear.

    She sighs dutifully at him and he hurries off.

                          GRACIE (CONT'D)
              Honestly.

    Then suddenly a dark cloud overtakes Gracie's expression,
    like something very terrible has just occurred to her.

                        GRACIE (CONT'D)
              I don't think we have enough hot
              dogs.

8                                                                    8
    EXT. BACKYARD-- A BIT LATER

    Joe mans the grill. There are so, so many hot dogs.

    Kids and dogs are running around playing. Adults drink.

    He stands with his friend BEN, 40s, suburban dad.

                        BEN
              I saw a movie she was in, a really
              weird one, where she gets naked and
              does like a blood ritual. I
              couldn't follow it.

                        JOE
              Where'd you see it?

                        BEN
              Just on TV.

    Joe rolls his eyes.

                        BEN (CONT'D)
              Alright I looked up "Elizabeth
              Berry naked."

    A CHILD SCREAMS A BLOOD-CURDLING SCREAM--the men turn.

                                                        (CONTINUED)
                                                                5.


     But it's fine: a TODDLER just fell and starts crying.

                         JOE
               I think that's you.

     Ben walks off. Joe flips the hot dogs, one by one.

A9                                                                A9
     EXT. CATALINA DRIVE--DAY

     POV through windshield: passing oaks with drooping moss along
     the green marsh landscape turn to shady homes from the `70s
     and `80s.

9                                                                    9
     EXT. ATHERTON-YOO HOUSE-- DAY

     Elizabeth's rental car settles opposite the split-level house
     nestled behind three palms. It sports a coral pink entry and
     a tall sloping roof. Elizabeth approaches, now in a carefree
     summer dress, carrying a bottle of wine from the gift basket.

     No one hears her front-door knock.

     She picks up a BROWN-PAPER PACKAGE (about the size of a
     shoebox) sitting on the step, and heads around the side,
     following the playful noises.

10                                                                10
     EXT. BACKYARD-- CONTINUOUS

     The barbecue is in full swing. A touch football game going
     on, the teens sprawled out on the roof. Casual clothes,
     sporting red, white, or blue.

     Joe, still manning the grill, is the first to see Elizabeth.
     She steps into the sunlight in a way that makes her glow, a
     pleasant smile on her face.

     Elizabeth scans the crowd, where she finds Gracie, on the
     deck, holding a big strawberry cake, already staring right at
     her with a big, warm smile.

     Elizabeth approaches her as she lays the cake down on a table
     of many cakes.

                         GRACIE
               Just one little second.

     She adjusts it, and turns to Elizabeth.

                         GRACIE (CONT'D)
               Hello.


                                                          (CONTINUED)
                                                            6.


                    ELIZABETH
          Hi.

She puts her hand to her heart.

                    ELIZABETH (CONT'D)
          It's such a pleasure to meet you.

                    GRACIE
          Oh that's sweet, we're so happy to
          have you-- welcome!

She motions to the party. Her eye catches the empty pool
under construction off to the side, with about an inch of
rusty-looking water.

                    GRACIE (CONT'D)
          Ignore the pool. Work-in-progress,
          right?

                    ELIZABETH
          Always.

Gracie looks her up and down.

                    GRACIE
          I thought you were taller, you look
          a little taller on television, but
          I think we are... very much the
          same height.

                    ELIZABETH
          I've heard that. Basically the
          same.

She puts the wine down, as Gracie doesn't go to take it, and
with it the package. She rearranges the strap of her purse.

                    ELIZABETH (CONT'D)
          I cannot thank you enough for this--
          it's so generous...

                    GRACIE
          Oh gosh, of course! I want you to
          tell the story right, don't I?

                    ELIZABETH
          That's all I want. I want you to
          feel known and seen--

Two striking Irish Setters rush up to protect Gracie.

                    ELIZABETH (CONT'D)
          Oh wow.

                                                  (CONTINUED)
                                                                 7.


                         GRACIE
                   (to the dogs)
               It's okay, my boys, settle down.
               You can trust her.

                         ELIZABETH
               They're striking.

                         GRACIE
               This is Dutch, and this is Zeus.

                         ELIZABETH
               Amazing! Oh and this was at your
               front steps.

     She picks up the package. Gracie's expression changes as soon
     as she sees.

                            GRACIE
               Joe!

     Joe, who had been watching from afar, steps over politely.
     His good looks make Elizabeth hide a reflexive frown.

                         GRACIE (CONT'D)
                   (to Joe)
               You're not gonna believe this.

     He sees the package.

                         JOE
               I'll get a garbage bag.
                   (to Elizabeth, shyly)
               Hi, nice to meet you.

                            ELIZABETH
               Hi.

     He heads up to the house. Gracie reaches to take the box.

                            GRACIE
               Here...

11                                                                11
     EXT. BACKYARD-- CONTINUOUS

     Gracie leads Elizabeth over to the garbage, starting to open
     it on the way. She peers inside.

                         GRACIE
               I knew it. By now I have a sixth
               sense about these things.



                                                       (CONTINUED)
                                                                8.


                         ELIZABETH
               What is it?

                         GRACIE
               It's a box of s-h-i-t. We haven't
               gotten one in months, but, it's
               just par for the course. Don't look
               so shocked!

                         ELIZABETH
               Do you know who sent it?

                         GRACIE
               Some sicko, who probably wasn't
               invited to any barbecues.

     Joe comes back with the garbage bag, she drops it in. He
     wraps it up and throws it away. Routine.

     He offers her some anti-bacterial spray.

                           JOE
               You want?

                           ELIZABETH
               Um, sure.

     He sprays her hands as well, avoiding eye contact. An elderly
     woman is coming down the steps.

                         GRACIE
                   (to the woman)
               Oh look who's here! Cecile, don't
               you look pretty...
                   (to Elizabeth, while
                    starting back)
               Please, enjoy yourself, do what you
               gotta do, look around, talk to
               people, go get yourself a hot dog!

                         ELIZABETH
                   (has literally never had a
                    hot dog)
               Great.

12                                                               12
     EXT. BACKYARD-- A BIT LATER

     Elizabeth wanders dreamily around the party, writing in her
     tiny leather notebook.

     She watches Gracie slice and plate cake. Gracie notices
     Charlie teaching himself how to skateboard in the empty pool.
     Gracie leans a bit over the rail.

                                                       (CONTINUED)
                                                            9.


                       GRACIE
          Charlie.

She snaps twice, motions to get out of there. He does.

                       MARY
          Hi.

Mary and her two best friends (MOLLY & SOFIA, both 18) have
snuck up beside Elizabeth, hovering by the back door.

                    ELIZABETH
          Hi. Are you Mary?

                       MARY
          Yeah.

They giggle.

                    ELIZABETH
          You're one of the twins, right?

                    MARY
          Yeah, my brother's around here
          somewhere. Our older sister's at
          college.

The trio stares at Elizabeth, her make-up, her clothes.

                    MARY (CONT'D)
          I've never met anyone who was on TV
          before.

                    ELIZABETH
          Well, your parents.

                    MARY
          Yeah but like, for real.

                    SOFIA
          Do you live in Calabasas?

                      ELIZABETH
                (polite)
          No.

                    MOLLY
          You're really pretty.

Elizabeth considers a more complex reply, but lets it go.

                       ELIZABETH
          Thank you.
                                                             10.

13                                                                13
     EXT. BACKYARD-- LATER AFTERNOON

     The party has settled into a nice lull, and thinned out a
     bit. Everyone sits on picnic blankets or lawn chairs. Kids
     run around with bubbles.

     Mary and Charlie lie on the slanted roof with their friends.

     Elizabeth watches Gracie, who's curled up in Joe's arms in
     the same chair. Her hand holds his tight.

     Rhonda takes a seat next to her, also watching.

                         RHONDA
               They're sweet, aren't they?

                         ELIZABETH
               Very.

                          RHONDA
               They're a very beloved part of the
               community.

                         ELIZABETH
               I can see that.

     Rhonda smiles.

                         ELIZABETH (CONT'D)
               So what is it you love most about
               Gracie?

                         RHONDA
               She always knows what she wants.

     She remembers, sweetly.

                          RHONDA (CONT'D)
               She's unapologetic.
                   (beat)
               My son's been out of the house for
               a while now, and it's quiet. But I
               can always call up Gracie and say,
               what are we doing today? And
               there's always an answer...

     Elizabeth smiles as she takes notes.

                         RHONDA (CONT'D)
               It really feels like things just
               settled down. And now they're
               making a movie.



                                                       (CONTINUED)
                                                                11.


                         ELIZABETH
               It's a complex, human story.

     Rhonda nods, something shifts slightly in her demeanor.
     Protective, colder.

                         RHONDA
               Just be kind.

     Elizabeth nods as she looks over, Gracie still grasping Joe's
     hand tightly.

14                                                                14
     INT. INN-- NIGHT

     Elizabeth, in sleepwear, sits up in bed with a People
     Magazine from 1992.

     Gracie, twenty-three years earlier, is on the cover in
     handcuffs, staring off into the distance in a dreamy way. We
     get a sense in pieces.

     "Gracie Atherton pleads guilty to pet shop romance!" "13-year-
     old lover will be father of her child!" "Temptress!"
     "Jailbait!" "Sobbed before the Judge!"

     A picture of young Joe, back-lit to hide his face.

     One of Gracie with lovely, soft curls, her pastel prison
     jumpsuit very flattering.

     Elizabeth turns, looks into the lens of the camera. She
     adjusts, hitting the light in a way similar to the picture of
     Gracie. What she's looking at is her reflection in the
     mirror.

     She makes the expression. A gentle pout, with eagle eyes.

     She studies the picture and tries again. Better.

     [Throughout the film, scenes played in mirrors will be
     handled in a similar way.]

15                                                                15
     INT. ATHERTON-YOO DEN-- NIGHT

     Joe sits at the family desktop, typing and watching short
     clips of videos with the volume low. Research.

     The sounds become easier to make out-- all clips of Elizabeth
     (talk shows, bloopers, her winning an MTV Movie Award).




                                                          (CONTINUED)
                                                              12.


                         ELIZABETH (O.S.)
               Seriously, you guys-- I want to
               thank everyone who voted for me--
               It means even more, coming from
               you, the fans! Thank you!

     He clicks on a commercial for a skincare line in 2001.

                         ELIZABETH (O.S.) (CONT'D)
               So pure, you can hardly tell it's
               there.

     CLOSE ON HIS MONITOR: A SLOW MOTION shot of her splashing
     water on her face and smiling, fresh and dewy, her hands
     rising up in a way that feels oddly religious.

     Joe turns the sound down to mute.

     He replays it over-- Elizabeth splashing herself in the face,
     and loving it.

16                                                               16
     INT. ATHERTON-YOO BEDROOM-- A BIT LATER

     Joe quietly gets into bed, Gracie is facing the side, looks
     asleep.

                         GRACIE
               You smell like charcoal.

                            JOE
               ... Smoke.

                          GRACIE
                   (turns)
               Excuse me?

                         JOE
               We have a gas grill, you must be
               just smelling smoke.

     She looks at him blankly.

                         GRACIE
               Well you're stinking up the sheets.

                         JOE
               Do you want me to shower?

                         GRACIE
               What I want is for you to take a
               shower before you get in.



                                                       (CONTINUED)
                                                               13.


                            JOE
               I'm sorry.

     She closes her eyes and tears start to quietly fall. He pulls
     her into his chest.

                         JOE (CONT'D)
               I'm sorry, Gracie.

                         GRACIE
               Still smoky.

     He rips his shirt off, pats some bedside water on his chest.

                            JOE
               Okay?

     She curls up in his lap, still gently weeping.

                            GRACIE
               Okay.

                         JOE
               Everything's fine.

                            GRACIE
               Okay.

     He pets her hair as she falls asleep.

17                                                                17
     EXT. BACKYARD-- EARLY MORNING

     It's quiet and still, the sun just rising. Joe tiptoes around
     his milkweed bushes, looking at each leaf really carefully.

     When he finds one with tiny little pearlescent eggs he
     delicately clips it off the plant and lays it on his tray.

     It's slow work, and deliberate.

18                                                                18
     INT. LIVING ROOM-- A BIT LATER

     Joe takes his leaves and puts them gently inside white mesh
     cages that are lined up on the table and chairs in the small,
     well-organized space. Routine.

     He adjusts the shades and observes. Nothing is moving--
     they're just eggs.

     He gets out his phone and takes a picture of one leaf that
     has three eggs in a perfectly straight line.


                                                       (CONTINUED)
                                                               14.


     He considers, but then texts it to MICHELA MONARCHS FB GROUP
     (as he has her listed in his phone).

                         JOE
                   (texting)
               Looks like "..." doesn't it? Like
               they're about to text me something?

     She immediately starts writing back (...)

                         MICHELA
               OMG so funny. I've never seen them
               in such a straight line before!

                         JOE
               I know, strange right?

                         MICHELA
               I wonder if it was one who laid
               them in a row, or just a weird
               coincidence.

                         JOE
               I know, me too.

     He puts his phone away, continues his work.

19                                                                19
     EXT. COMMUNITY CENTER-- AFTERNOON

     Elizabeth gets out of her rental car and approaches the
     unglamorous building.

20                                                                20
     INT. COMMUNITY CENTER-- MOMENTS LATER

     Through glass doors we see Elizabeth approaching the room.

     Inside we see a flower-arranging class with a half dozen
     other women at their stations and a teacher (LYDIA, 60s, in a
     loose-fitting smock) giving compliments as she walks by.

     Gracie spots Elizabeth and waves.

21                                                                21
     INT. COMMUNITY CENTER-- LATER

     Gracie and Elizabeth share a table in the back. They both
     have a vase, a hunk of that green spongy stuff, and flowers.

     Gracie's arrangement is really tight and organized. Formal.
     Elizabeth (who does not care) is making one that's more
     breezy and natural.


                                                       (CONTINUED)
                                                        15.


                    GRACIE
          You start with your greens as a
          base, then you add your focus
          flower. And you build in layers,
          always in threes. My brother Scott,
          he's a Rear Admiral in the Navy, he
          always says, "Order is its own
          reward"--

She takes over Elizabeth's arrangement, Elizabeth's hands
hover nearby, trying to help.

                    GRACIE (CONT'D)
              (off Elizabeth's ring)
          That's pretty.

                    ELIZABETH
          Oh, thank you, yeah.

                    GRACIE
          You have a date set?

                    ELIZABETH
          Oh, no, no-- things have been so
          busy, we'll figure it out down the
          line, when it feels right.

                      GRACIE
          I see.

Lydia strolls by.

                    LYDIA
          Beautiful, Gracie.

                    GRACIE
          Thank you. Lydia, this is
          Elizabeth, she's playing me in a
          movie. Trying to show her a good
          time.

                    LYDIA
          That I don't doubt.

Lydia strolls away.

                    GRACIE
          So why do you want to play me?

                    ELIZABETH
          Well... I'm very drawn to emotional
          complexity.



                                                  (CONTINUED)
                                                             16.


                         GRACIE
               What a funny answer.

                         ELIZABETH
               Is it? I guess, when they sent me
               the script I thought-- here is a
               woman with a lot more to her than I
               knew from the tabloids, and our
               cultural... memory.

                         GRACIE
               I don't really think about all
               that.

                         ELIZABETH
               You don't ever dwell on the past?

                         GRACIE
               I've got my hands pretty full. I
               love this leaf spray. It makes
               everything look better.

                         ELIZABETH
               I mean I know that, personally, the
               past weighs on me. Decisions I've
               made and relationships...

                         GRACIE
               What, you just sit there and think
               about your history and behavior?

                            ELIZABETH
               Sometimes.

     Gracie makes a face, shrugging it off.

     Elizabeth goes back to putting baby's-breath in her vase,
     doubt creeping in.

22                                                               22
     INT. ATHERTON-YOO KITCHEN-- DAY

     Elizabeth, Joe, and Charlie sit in their seats at the kitchen
     table as Gracie sets plates of fried quail and mashed
     potatoes in front of them. Charlie looks exhausted.

                         GRACIE
               Do you want milk?

                         ELIZABETH
               Milk? Um, no thank you. Water would
               be great.



                                                       (CONTINUED)
                                                        17.


                       CHARLIE
          Same.

                    GRACIE
          Honey, you need the calcium.

                    JOE
          I'll take a beer.

She brings Joe a beer, Elizabeth water, and milk for herself
and Charlie.

                    CHARLIE
          I don't want this.

She ignores him.

                    GRACIE
          It's a shame Mary couldn't join us,
          she's at her friend's, working.

                    ELIZABETH
          Well thank you for having me for
          dinner, in your home. It... means a
          lot.

                       GRACIE
          Of course.

They begin eating. Charlie stands with his glass of milk.

                       GRACIE (CONT'D)
          Sit.

He hesitates, but he does.

                     GRACIE (CONT'D)
          He has a severe calcium deficiency.
              (to Charlie)
          Don't you?

He just stares down at his plate. Joe witnesses it all with
embarrassment but doesn't jump in.

                    ELIZABETH
          Mmm, this is wonderful, thank you.

                    GRACIE
          An Atherton-Yoo special.

                    ELIZABETH
          Is this...?



                                                  (CONTINUED)
                                                         18.


                    GRACIE
          It's quail. Brought them home
          myself.

                    ELIZABETH
          You... shot the quail and then
          fried them yourself?

                       GRACIE
                 (enjoying the exchange)
          Yes.

                    JOE
          Gracie hunts all the time.

                    GRACIE
          My daddy taught me. I started going
          with him and my brothers when I was
          really young. Four, five.

                    ELIZABETH
          Amazing. This was in Virginia?

Gracie raises her eyebrows.

                    GRACIE
          Tennessee, and then Illinois, and
          then Montana, and then Virginia.

Chew, chew, chew, swallow.    Except for Charlie.

                       GRACIE (CONT'D)
          Charlie.

                    CHARLIE
          What, I'm not hungry. I had a late
          lunch.

                    GRACIE
          What, your little gushy treats?

                    CHARLIE
          How old do you think I am?

                    GRACIE
          I want you to look strong when you
          go to college. You need your
          nutrients. They're gonna think
          you... skipped grades or something--

                    CHARLIE
              (to Joe)
          Can I be excused?


                                                    (CONTINUED)
                                                        19.


Gracie pretends she's not upset. Joe nods. Charlie stands up
and heads upstairs, leaving his plate.

                    GRACIE
          Boys are hard.

Elizabeth smiles.

                    ELIZABETH
          So what was it like to move so
          much? To have to uproot your life--

                    GRACIE
          It was just my life, I was used to
          it. I made friends everywhere I
          went. I was very close to my
          brothers. I think my childhood was
          exceptional.

Next topic. Charlie's door slams upstairs, Elizabeth jumps.

                    ELIZABETH
          I do have a lot of questions for
          you both, but please let me know if
          now's not the time.

                    GRACIE
          Good a time as any.

Elizabeth gets out her tiny book and pen.

                    ELIZABETH
          That's great, thank you. Umm...
          Well first I wanted to ask about
          the box. The package.

                    GRACIE
          What about it?

                    ELIZABETH
          If that's a routine occurrence--

                    JOE
          It's a lot less than it used to be.

                    ELIZABETH
          Did you ever consider leaving town?

                    GRACIE
          Why should we have to be the ones
          to leave?




                                                  (CONTINUED)
                                                           20.


                     JOE
           Our whole family's here-- my dad,
           Gracie's kids...

Elizabeth nods and writes. Joe focuses on his plate.

                     ELIZABETH
           Do you remember the first time you
           met?

                      JOE
           I don't.

                     GRACIE
           I met Joe, let me think... Well, I
           remember knowing of his family.
           They were the only Korean family in
           the neighborhood.

                      JOE
           Half.

                     GRACIE
           Mm-hm. And my son Georgie was in
           the same year as Joe at school, so
           technically I would have seen him
           there, but I don't have any memory
           of that.

                      ELIZABETH
           Right.

                     GRACIE
           It's pretty close-knit here on the
           island. You kind of recognize
           people... But it's hard to
           remember. A lot of kids would be
           over at the house sometimes. And I
           know at one point he was friendly
           with Georgie... But I didn't really
           meet him until he came into the pet
           store looking for a job.

                     ELIZABETH
           This was the summer after sixth
           grade?

            GRACIE                              JOE
Seventh.                          Seventh.

                     GRACIE (CONT'D)
           And then he, uh... started working
           there. In the afternoons and on
           weekends.

                                                      (CONTINUED)
                                                        21.


                    ELIZABETH
          What happened with you and Georgie?
          Your friendship.

                    JOE
          I really haven't... talked to
          Georgie much, uh, since then...

                    GRACIE
          Georgie's very sensitive. Always
          was, very sensitive.

                    ELIZABETH
          What's your relationship like with
          him and his siblings now?

                    GRACIE
          How is that relevant?

                       ELIZABETH
          Um.

                    GRACIE
          My understanding is that the movie
          is taking place during 1992 through
          1994. Am I wrong? Why would you...
          need to know about anything after
          that?

Elizabeth looks startled by the shift in tone.

                    ELIZABETH
          Well sometimes things that exist
          inside people don't come to a head
          until later... And I'm looking for
          the seeds of those things. So... I
          feel it's my job to get to know you
          as best I can, holistically, and
          part of that is a bit of reverse
          engineering, I guess you would say.

Gracie thinks about it, skeptical. Then, suddenly lightly:

                       GRACIE
          Alright...

Elizabeth and Joe both look relieved.

                    GRACIE (CONT'D)
          Of course I talk to Georgie. And to
          Billy and Cassidy. I'm their mom.

                       ELIZABETH
          Sure...

                                                  (CONTINUED)
                                                             22.


                         JOE
               Cassidy was just here last--
                   (looks at Gracie)
               What was it? ... And we'll see
               everyone at graduation...

                         GRACIE
               The twins are in the same class as
               Cassidy's son Peter, my grandson.
               So we'll all be at graduation
               together, which you're welcome to
               come to if you're still in town.

     A big smile.

                         GRACIE (CONT'D)
               Now who wants cake?

23                                                                23
     EXT. ATHERTON-YOO HOUSE-- DUSK

     Joe takes the trash out as Elizabeth goes to her rental car.
     The moon looms large.

                         ELIZABETH
               Good night.

                         JOE
               Yeah, seeya.

     She hesitates, doesn't get in the car.

                         ELIZABETH
               Actually. I wanted to ask you.

     She approaches the bins.

                         ELIZABETH (CONT'D)
               How would you feel about me coming
               to work with you one of these days?

                            JOE
               Fine.

                         ELIZABETH
               Okay great. That's great.

     He's giving absolutely nothing away but dawdles a bit with
     the trash.

                            ELIZABETH (CONT'D)
               Thank you.



                                                       (CONTINUED)
                                                        23.


                     JOE
           It's no problem.

She stares at him for moment.

                     ELIZABETH
           I just realized-- I think we're
           basically the same age.

                     JOE
           Yeah?

                     ELIZABETH
           I'm 36.

He nods.

                     ELIZABETH (CONT'D)
           Funny. I'm just now thinking about
           having kids, and yours are almost
           off to college.

                     JOE
           Yeah.

                     ELIZABETH
           I can't imagine.

                     JOE
           I think I was almost too young to
           know what a big deal it was, in a
           way. But... Anyway...

                     ELIZABETH
           Yes, great-- So I'll text you, to
           schedule a time to drop by?

                     JOE
           Maybe write Gracie, she's better at
           all that.

A light goes on in a second-floor window. They both notice it
and pretend they haven't.

                     JOE (CONT'D)
           All right, well, get home safe.

She watches him head inside.

                     ELIZABETH
           Thanks, you too-- I mean...
                                                                24.

24                                                                24
      INT. INN - BATHROOM-- MORNING

      Elizabeth puts her make-up on in the mirror, her phone
      propped up on speaker. She's on with her fiancé, AARON.

      Her flower arrangement sits on the table beside her.

                          ELIZABETH
                It's strange. Even after everything
                she did, and how public it was, she
                really doesn't seem to carry around
                any guilt or shame.

                          AARON (O.S.)
                That's probably a personality
                disorder.

                          ELIZABETH
                Alright, forget it--

                           AARON (O.S.)
                I'm not trying to be glib, I really
                mean that.

                          ELIZABETH
                Isn't that kind of radical? Clean
                slate every day, no regrets, no
                doubts.

                          AARON (O.S.)
                Meaning what? Now you have all
                these doubts.

                          ELIZABETH
                No-- Oh god, someone from the
                network is calling me-- I should
                probably take this-- I love you.

      She hangs up.   Finishes doing her make-up in peace.

A25                                                              A25
      EXT. CHIPPEWA SQUARE - HISTORIC SAVANNAH - DAY

      An OLD SAVANNAH TOUR is gathered in historic Chippewa Square.
      The TOUR GUIDE, dressed in 19th century bonnet and apron,
      tells an old tale.

      Through the crowd we see Elizabeth, approaching at a quick
      stride. She checks the name of where she's headed on a note
      of paper.
                                                             25.

25                                                             25
     INT. GALLERY ESPRESSO - DAY

     TOM ATHERTON, early 60s, sits at a corner table, looking
     around expectantly, sipping his coffee, and rearranging the
     second cup. He's aged since that 1992 People Magazine where
     he looked like the heir to a boat fortune; but he's a
     handsome, straight-forward man. He sees her.

     She weaves around some people gathering to leave, takes off
     her glasses and looks around the room. The comfortable,
     slightly overstuffed coffee house summons the `90s-- dark
     wall paint, fun lighting fixtures, fliers for bands. She
     finds Tom.

                         TOM
               I ordered you a coffee, regular
               drip.

                         ELIZABETH
               I can't tell you how much I
               appreciate this... meeting with me,
               I mean. I'm sure it's not your
               favorite thing to talk about.

                         TOM
               I don't mind. I think talking can
               feel... good.

                         ELIZABETH
               That's great. Thank you. I'll
               just... dive right in--

                         TOM
               Do you want anything to eat?

                         ELIZABETH
               I'm okay with just coffee.

                         TOM
               An actress.

                            ELIZABETH
               Excuse me?

                         TOM
               Seems typical of an actress. I
               haven't met one before but... what
               I imagined.

                            ELIZABETH
               Yes. Ha.

     She takes out her book.


                                                       (CONTINUED)
                                                        26.


                    TOM
          That's small!

                    ELIZABETH
          Yeah, it's discreet.

                    TOM
          I don't know, if I saw someone
          writing in that I'd think-- what
          are they writing?

                    ELIZABETH
          Well, you'd just have to wonder I
          guess.

He waves to his friend who walks by the front window.

                    TOM
          That's Carla from my dentist's
          office.

                     ELIZABETH
          So... Can you tell me a little
          about what Gracie was like when you
          first met?

                    TOM
          Gracie was beautiful. We met at a
          party and I was really drunk, just
          blotto. And she took care of me.

Elizabeth writes a note, a thought about Gracie, covers with
her hand.

                    TOM (CONT'D)
          And then we dated for a bit. Gracie
          was in high school, I was in
          college. And I graduated, and she
          graduated and I proposed and that
          was that. Got married, moved down
          here with the same company I'm with
          now, started our family. It was
          kind of A, B, C... D, you know?

                    ELIZABETH
          Were you happy?

                    TOM
          I thought so! I know later, she
          said that things weren't working
          but at the time I thought
          everything was normal. Couples
          fight sometimes.
                    (MORE)


                                                  (CONTINUED)
                                                        27.
                    TOM (CONT'D)
          But our lives felt good! And the
          kids are so fun-- will you meet
          them?

                    ELIZABETH
          I'd love to.

                    TOM
          Billy is such a ham, and Cassidy is
          beautiful and a real over-achiever,
          and George is creative and sings.
          We had a great family I thought. I
          was shocked. Shocked. And then when
          I found out with who...

His jaw tightens.

                    ELIZABETH
          That must have been hard.

                    TOM
          It was just so weird.   I started to
          feel like... I didn't   even know
          Gracie. I didn't know   what was
          going on in her head,   you know?

                    ELIZABETH
          What do you think now?

                    TOM
          What would make a 36-year-old woman
          have an affair with a seventh
          grader? I mean, beats me.

                    ELIZABETH
          How did you find out?

                    TOM
          I found out with everyone else!
          After they got caught in that
          stupid stockroom at the pet store,
          and she was arrested. The police
          came to my house to tell me. I was
          like... Uh, what?

She looks at him sympathetically but jots down something.

                    ELIZABETH
          I'm so, so sorry.

                    TOM
          Yeah. I mean, it's okay. Ultimately
          it was for the best. I'm happy now.
                    (MORE)


                                                  (CONTINUED)
                                                               28.
                         TOM (CONT'D)
               And I mean I don't really see them
               too much but her and the boy seem
               happy. So... what do I know,
               right?...

     Another little note.

26                                                                26
     INT. THE POSH LOFT - HISTORIC SAVANNAH-- AFTERNOON

     Gracie and Elizabeth sit on a plush bench in a sunny,
     feminine store for women.

     Gracie writes in her day-planner, as Elizabeth watches her
     closely in the large mirror.

     Mary comes out from behind the curtain wearing a modest white
     dress with long sleeves and lace.

                         GRACIE
               Isn't that perfect!

                            ELIZABETH
               Beautiful.

                         MARY
               I feel like a bride.

                         GRACIE
               You look youthful-- like the first
               day of spring.

                         MARY
               I just feel like everyone else is
               gonna be wearing like more summer-y
               dresses.

                         GRACIE
               And who cares about everyone else?

                         MARY
               Me, I, am saying I don't like it.

                         GRACIE
               Fine. Go try on the others.

     Mary walks back to the dressing room.

                         ELIZABETH
               Will they not be wearing robes?

                         GRACIE
               They'll be wearing robes. It's for
               under the robe.

                                                          (CONTINUED)
                                                        29.


                       ELIZABETH
          Ah...

                    GRACIE
          So I heard you saw Tom.

                    ELIZABETH
          Yes, for coffee.

                    GRACIE
          What'd you think?

                       ELIZABETH
          Handsome.

                       GRACIE
          He is.

                     ELIZABETH
          And I could see how being in a
          marriage with him could be
          isolating.

Gracie looks at her. Then smiles.

                    GRACIE
          Well... precisely.

Mary returns, looking happy in a white sleeveless number.

                       ELIZABETH
          So cute.

                       MARY
          I love it.

She's admiring herself in the mirror.

                    GRACIE
          It's lovely-- I love the fabric.

                    MARY
          I like how it flows.

                    GRACIE
          Mary, I really want to commend you
          for being so brave and showing your
          arms like that. That's something
          I've always wished I could do, just
          not care about these unrealistic
          beauty standards. But you're
          different than me. You're a modern
          woman.


                                                  (CONTINUED)
                                                          30.


Elizabeth looks really uncomfortable, Mary straining to
maintain her dignity.

                     MARY
          I'm gonna try the other ones on...
          I really like this one but I think
          maybe it's too similar to the one
          Molly has.

                    GRACIE
          Whatever you want.

She slinks off. Silence.

                    GRACIE (CONT'D)
          It's not my business who you talk
          to around here, go through the
          phone book for all I care, but let
          me know ahead of time so I won't
          have to lie to my neighbors.

                      ELIZABETH
          Understood.
               (beat)
          So why did you marry a man like
          Tom?

                    GRACIE
          I was young, and he seemed perfect
          on paper. And it was a different
          time.
              (with a smile)
          My father always used to say,
          "You're either leaving this house
          in a veil, or a box."

Elizabeth's eyes widen, unnoticed by Gracie, who pulls out a
box from her purse and extends it to Elizabeth.

                    GRACIE (CONT'D)
          Just a loan. If it's helpful...

Elizabeth opens it a bit-- family photos, mainly posed.

                    ELIZABETH
          Oh, these look great. Thank you.

Gracie smiles, proud of her graciousness.

Mary is returning in a girlish baby-doll dress, sleeves to
the elbows. Elizabeth puts the top back on the photos, saving
for later.



                                                  (CONTINUED)
                                                             31.


                         GRACIE
               How sweet is that?

                         ELIZABETH
               Really sweet.

                         MARY
               You like it?

                            ELIZABETH
               Very in.

     Mary looks at herself in the mirror, was clearly just crying.
     The two women admire her on either side.

27                                                             27
     EXT. PET STORE-- DAY

     Elizabeth stands into frame, aiming her iPhone and taking a
     shot.

     She stands opposite the exterior of "Telfair Pets" at the end
     of a shingled strip mall on a busy street. She starts inside.

                         ELIZABETH (PRE-LAP)
               How long have you owned this place?

28                                                             28
     INT. PET STORE-- CONTINUOUS

     MR. HENDERSON, 70s, gives Elizabeth a tour. Tidying things as
     he goes. A sale is going on (Going Out of Business) but it's
     not swarmed.

                         MR. HENDERSON
               It was my mother's. She opened it
               up in 1972. We had a good run.

                         ELIZABETH
               Yeah... Beautiful store.
               So she was the one who hired
               Gracie?

                         MR. HENDERSON
               Her health was in decline. And
               Gracie had been a really loyal
               customer after they opened the K
               Mart around the corner...

     Clearly a sore subject to this day.

                         ELIZABETH
               What year was this?


                                                       (CONTINUED)
                                                             32.


                         MR. HENDERSON
               It was after mother's fall... 1990,
               October. First she was just
               watching the store-- and then she
               took on more and more
               responsibilities, balancing the
               books, orders... She's very
               organized, I'll give her that.

                         ELIZABETH
               Were you the one who hired Joe?

                         MR. HENDERSON
               Oh no, no no. Uh, Gracie asked if
               she could hire a part-time helper
               for minimum wage-- this was...
               summer of `92, and mother said yes.
               We were really... surprised to say
               the least to have been a part of
               ... what all happened.

                         ELIZABETH
               What was that time like?

     He pulls out a photo from the drawer of himself twenty years
     younger, screaming, red-faced, in the center of a huge mob of
     media. The store window behind him. It looks like a
     Renaissance painting of hell.

                         MR. HENDERSON
               This pretty much sums it up...

                         ELIZABETH
               Wow.

                         MR. HENDERSON
               Yeah... Anyway, I should probably--

                          ELIZABETH
               One last thing--
                   (beat)
               I'd like to see the stockroom.

29                                                                29
     INT. STOCKROOM-- A BIT LATER

     The door creaks open, and Mr. Henderson pulls the light on
     with a drawstring.

     Elizabeth steps inside.

                         MR. HENDERSON
               Just don't touch any of the bait.


                                                       (CONTINUED)
                                                                33.


                          ELIZABETH
                    (barely noticing him)
                Will do.

      He closes the door.

      It's pretty big. And grey. Dark wooden floors, no windows.
      Some waist-high shelves and a couple of aisles. Places to
      hide, places to duck.

      Elizabeth walks around the space with bated breath.

      The darkest corner is almost pitch black, a narrow aisle of
      fish tanks. They glow, and so do the creatures inside.

30                                                                 30
      INT. BACK OF THE STOCKROOM-- CONTINUOUS

      She turns the corner and sees a private area with A COUPLE OF
      WOODEN STAIRS leading up to the furnace room.

      On one side is a shelf of files and old leather books. On the
      other is a REFRIGERATOR with clear glass doors.

      Inside are frozen mice, barely alive crickets. Things that
      tick with a tiny pulse. She runs her fingertip over the
      glass.

      She sits on the stairs. Then she lies back. Tries to get
      comfortable. She puts one leg up on the book shelf. She
      covers her own mouth as if someone else is doing it. As if
      she's about to scream with pleasure.

      Then she sits up, and nods to herself: "Yeah, that would do."

31                                                                 31
      INT. LIVING ROOM-- DAY

      Progress has been made in the butterfly cages. The eggs have
      hatched and now the bottoms of the cages are full of thick,
      green caterpillars of various sizes.

      They squirm on a bed of leaves and eat and eat to their
      hearts' content.

      Their meaty bodies writhe around in a hedonist swell.

A32                                                              A32
      EXT. ATHERTON-YOO HOUSE - POOL-- DAY

      Through the living room window we see three WORKERS resuming
      construction on the pool.
                                                                34.

32                                                                 32
      INT. DEN-- DAY

      CLOSE on a photo of Mary and Charlie as toddlers, in Joe's
      arms.

      Joe returns it to a small pile, sitting on the floor next to
      a large open tin. Behind him, "This Old House" plays on PBS.

      He returns the photos to a tin, and stacks it back into an
      open drawer. Behind the tin he spots a small vinyl photo book
      with a Karate Kid 3 cover, and pulls it out. Inside he finds
      a pink envelope folded in half, which he slips out and opens.

      Several handwritten pages in feminine cursive, which he
      unfolds. He stops to read a couple lines.

      He then quickly puts it all away and closes the drawer.

A33                                                              A33
      INT. DEN-- MOMENTS LATER

      He sits on the couch, TV show continuing, texting.

                          JOE
                How was your day?

                          MICHELA
                Kind of shitty-- lost three more,
                and stuff with work.

                          JOE
                What happened?

                          MICHELA
                It's just really stressful, I feel
                like I spend a lot of my day
                managing my boss's moods.

                          JOE
                So hard. I know how that can be.

                          MICHELA
                But whatever, it's fine. I'm home
                now, gonna relax and take a bath.

      Joe hesitates. Stares at the word "bath" as if it's pulsating
      with eroticism.

      He starts to write, then stops. Then starts again.

                          JOE
                A bath sounds nice.

      But before he can send it:

                                                           (CONTINUED)
                                                                35.


                         GRACIE (O.S.)
               Joe, where's the step stool!

     He jumps so far, drops his phone down the side of the chair.

                          JOE
               One sec!

33                                                                33
     INT. KITCHEN-- MINUTES LATER

     Joe brings in the step stool. Gracie is in the middle of
     making several layer cakes.

                         GRACIE
               Where was it?

                         JOE
               I hung some netting for the
               caterpillars.

     She takes the step stool and uses it to get down food
     sprinkles from the tall-person cabinet.

                         GRACIE
               Have you asked your dad how he's
               getting to the graduation?

                         JOE
               I was gonna drop groceries off this
               week, I'll ask.

                         GRACIE
               Great. And what are you gonna do
               with your bugs?

                         JOE
               I'll figure it out.

     He heads back to the den.

                         GRACIE
                   (calling after)
               Not in the bedroom again.

34                                                                34
     INT. INN-- NIGHT

     Elizabeth sits in bed in her robe (one from home, obviously)
     with the little box of photos next to her.

     She examines one, of Gracie positively glowing. Radiant
     smile, holding newborn Honor in her arms.


                                                       (CONTINUED)
                                                               36.


     She notices the bottom is folded over, when she flips it up
     she sees that Gracie's little pink-footed sock is hand-cuffed
     to the hospital bed.

35                                                                35
     INT. INN-- A BIT LATER

     Elizabeth takes a few puffs of her asthma inhaler.

     She opens an e-mail that says "Joe - Pre-read Selects" and
     clicks a link.

     It's a casting website with auditions posted. About ten 13-
     YEAR-OLD BOY ACTORS.

     She starts to click through.

                         BOY ACTOR #1
               Benny Kim, 5'4", I'm 13 years old,
               my date of birth is September 8th,
               2002, and I'm with Coast to Coast.

     He smiles as the camera pans up his tiny body.

                         ELIZABETH
               2002, Jesus Christ.

     The scene begins.

                         BOY ACTOR #1
               Do you need help?

                         READER (O.S.)
               That'd be great, Joe, thank you.

                         BOY ACTOR #1
               What should I do?

                         READER (O.S.)
               If you want to get the box of
               pinkies from the back-- I'm feeding
               the snakes.

                            BOY ACTOR #1
               Live mice?

                         READER (O.S.)
               They've been in the freezer so I
               don't think they feel anything.

                            BOY ACTOR #1
               Cool.

     He fake-looks in the fake box.

                                                          (CONTINUED)
                                                             37.


                            BOY ACTOR #1 (CONT'D)
               So small.

                         READER (O.S.)
               They're little babies.

                         BOY ACTOR #1
               Where is their mom?

                          READER (O.S.)
               In the mice tank with the other
               grown-ups.

     She skips to the next boy.

                         BOY ACTOR #2
                   (super slick)
               Hi everyone, my name is Tyler Ko,
               I'm 5'6", I'm 14 years old--

     Skips to the next. We see a few. None of them feel like Joe.

36                                                                36
     INT. X-RAY ROOM-- DAY

     Elizabeth watches Joe line up slides of broken arms.

     It's quiet and dark, besides the glow of the walls.

                         ELIZABETH
               How'd he do it?

     He checks a chart.

                         JOE
               Skateboarding off the roof.
               Birthday party.

                            ELIZABETH
               Can I see?

     He shows her the file. There are pictures of the small boy
     (Chris) and his scratched-up face.

                         ELIZABETH (CONT'D)
               He's thirteen.

     She puts her hand up to one of his on the wall. It's so tiny
     in comparison.

                            ELIZABETH (CONT'D)
               So small.



                                                       (CONTINUED)
                                                        38.


                     JOE
          Yeah.

She turns to face him. She stares into his eyes, neither say
anything for a beat.

                    ELIZABETH
          It's peaceful in here.

                    JOE
          Very different than a movie set, I
          would think.

                    ELIZABETH
          That's true.

He just smiles. Continues his work.

                    ELIZABETH (CONT'D)
          Except for backstage, when a play
          is going on. It's kind of like
          this.

                    JOE
          You act in plays?

                    ELIZABETH
          Sometimes. I should do it more.
          It's how I started.

                    JOE
          I've seen your TV show.

                     ELIZABETH
          Oh, god.

                    JOE
          It's very intense.

                    ELIZABETH
          I've been very lucky to have it but
          I wish no one ever watched it.

                    JOE
          I saw one where you had to operate
          on an elephant.

                    ELIZABETH
          I'm so embarrassed, I'm going to
          jump off the roof with those boys.

She covers her face sweetly with the chart. Flirtatious, but
Joe doesn't respond in kind.


                                                  (CONTINUED)
                                                                39.


                          ELIZABETH (CONT'D)
               So, anyway, thanks for letting me
               come here.

                         JOE
               You think it'll help?

                         ELIZABETH
               I do. I can start to feel... what
               it was like. A little bit.

                         JOE
               What what was like?

                         ELIZABETH
               Sneaking around with you.

     He freezes. Blushing, but it's too dark to tell.

                         ELIZABETH (CONT'D)
               I probably shouldn't have said
               that. You won't tell anyone, will
               you?

     A beat. They hold each other's eyes for a moment too long,
     then laugh a little bit, break the tension. Just a joke.

                         JOE
               No worries.

     He puts the file in the wall pocket, opens the door, and
     flips the little colored plastic switch on the frame.

                         JOE (CONT'D)
               It's kind of lunch time now.

37                                                                37
     INT. CRAB SHACK RESTAURANT - TYBEE ISLAND-- DAY

     Elizabeth sits down in a wooden booth of a neighborhood BBQ
     place. It has some sloppy, mellow live music playing.

     Across from her is MORRIS SPERBER, 60s. He's a lawyer--
     criminal defense attorney. Short, sweet smile, the kind of
     New York accent you don't hear anymore.

                          MORRIS
               I must say, you evoke her. You
               really do.

                            ELIZABETH
               Thank you.

     She wipes away an old ketchup stain on her side of the table.

                                                        (CONTINUED)
                                                     40.


                    ELIZABETH (CONT'D)
          What specifically?

                    MORRIS
          You just have a loveliness-- a
          brightness. Like there isn't an
          angry bone in your body.

                    ELIZABETH
              (dead-eyed smile)
          That's very sweet.

She's graduated to a yellow notepad.

                    ELIZABETH (CONT'D)
          So when did you meet Gracie?

                    MORRIS
          My wife and kids and I had just
          moved down from New York. I had
          been doing some pretty high-profile
          cases, defending some pretty
          despicable men, as it were. Sharon
          finally had had it, she said I'm
          moving to Savannah, feel free to
          come with... And it was funny
          really, because for all the rapists
          and murderers, frauds, hit men...
          never did I end up on the front
          page of the New York Times.
          For Gracie, I ended up on the front
          page of the New York Times. Down in
          sleepy Savannah.

He butters some cornbread.

                    MORRIS (CONT'D)
          So I get the call after dinner to
          go down to the station. I walk in
          and sitting there in this flowery
          blouse is Gracie. And I said, "I
          think I know you." She said, "I'm
          Gracie Atherton, I'm your neighbor,
          I brought you a blueberry pound
          cake." And of course it was. We'd
          moved onto her very block on Tybee,
          and she'd dropped a cake off a few
          weeks earlier. So I said, "What can
          I help you with?" And that's when
          she told me.

                    ELIZABETH
          What did she say exactly?


                                                (CONTINUED)
                                                        41.


                    MORRIS
          She said, "I've been caught having
          an affair." And I said, "Gracie,
          that's not illegal in this country,
          and if it were a lot of people
          would be in serious trouble." It
          was then that she started to cry.
          She said, "We're in love. I didn't
          mean for it to happen, but we fell
          in love."

                    ELIZABETH
          So she was in denial, you would
          say?

                    MORRIS
          Oh absolutely... She didn't think
          she'd done anything wrong. She was
          head over heels. He was a good-
          looking kid. She had no conception.
          Prison? I mean... She thought she
          could explain it to the judge and
          that would be that. It was all a
          bit Romeo and Juliet, a bit starry-
          eyed.

                    ELIZABETH
          When did it sink in?

He takes a sip of his iced tea.

                    MORRIS
          Does it seem like it's sunk in now?

There's a big crash of the drum cymbals from the live band,
as they cover "Baby I Love Your Way."

The LEAD SINGER--mid-30s, blonde hair dyed pastel colors,
probably drunk--looks like he's bullying his SLIDE GUITARIST.

                    MORRIS (CONT'D)
              (motioning to him)
          Have you met Georgie yet?

                    ELIZABETH
          That's Georgie?

                    MORRIS
          I had hoped things would turn out
          better for him, he was a very sweet
          boy. Very sensitive.

GEORGIE flings some Sprite onto the guy, who finally gets up
and leaves the set.

                                                  (CONTINUED)
                                                           42.


Georgie scoffs, and his eyes suddenly snap into focus on
Elizabeth and Morris. He drops the microphone and walks right
over to them. (His drummer is left to sing, which to his
credit, he does.)

                    GEORGIE
          Well... hey, look what the cat
          dragged in.

                    MORRIS
          Georgie, how are you? This is
          Elizabeth Berry--

                    GEORGIE
          Oh I know who this is. I know
          perfectly well.

With his chaotic nonchalance he scrapes a chair over and
plops down, sizing her up, a twinkle in his eye.

                    GEORGIE (CONT'D)
          The actress.

                    ELIZABETH
          ...The son.

                    GEORGIE
          So how much are they paying you? Is
          it a lot? Are they paying her?
              (meaning Gracie)

                    ELIZABETH
          It's an independent film...

                    MORRIS
          Georgie, we don't mean to interrupt
          your show--

                    GEORGIE
              (amusing himself)
          Why don't you look me in the eye
          and tell me how selfish I am and
          I'll tell you if it's a match.

                    MORRIS
          Let's get the check.

                    ELIZABETH
          I'm glad this happened, I've been
          wanting to meet you.

                    GEORGIE
          Oh really... What have you heard?


                                                  (CONTINUED)
                                                        43.


                    ELIZABETH
          That you're creative, and
          sensitive, and sweet.

                    GEORGIE
          They would say that, wouldn't they.

                    ELIZABETH
          What are you then?

                    GEORGIE
          I'm a phoenix rising from the
          ashes, I'm a ghost.

He takes a little plastic cup of half & half from the table
and downs it like a shot. And then, yuck, regrets it.

                    ELIZABETH
          Because of what happened?

                    GEORGIE
          Well it ruined my life, of course.

                    ELIZABETH
          Do you remember when you found out?

                    GEORGIE
          Yeah... Billy sat me down in my
          room. And I thought he was just
          trying to make me upset until I
          went and found my dad and he said
          it was true. He had slammed his
          fist down on his desk so hard that
          this part had split and it was
          bleeding everywhere.
              (points out the fold of
               skin under the pinky when
               clenching)
          It was right before my birthday so
          we forgot to cancel the party but
          only one guy came anyway and we
          just hung out in my room and ate so
          many warheads that I threw up, and
          we watched TV until the sun was
          almost up and I gave him a hand-job
          and then he never spoke to me
          again.

A beat where no one knows what to say and a lull from the
band, having finished the last song. Then they start playing
"Tight Rope" (Leon Russell) and Georgie turns.

                    GEORGIE (CONT'D)
          Jonah can't fucking sing this--

                                                  (CONTINUED)
                                                        44.


He rushes over to the stage like a rag doll.

                    GEORGIE (CONT'D)
              (shouting back at them)
          See you around, nice to meet you!

He grabs the mic from his drummer and picks up singing in the
middle of a sentence.

                       GEORGIE (CONT'D)
          ---   tight-wire! Linked by life and
          the   funeral pyre,
          But   the top hat on my head is all
          you   see...

                    MORRIS
          Well, as you can see, the situation
          is not without casualties.

She stares at Georgie, electric for an unenthusiastic crowd.

Morris shrugs as he pays the bill.

                    MORRIS (CONT'D)
          A lot more people in this community
          feel the way he does... than the
          way I do.

                    ELIZABETH
          From what I've seen, she's pretty
          well-liked in the neighborhood. She
          seems busy with her business.

He hesitates.

                    MORRIS
          You may want to check the names on
          those orders. It's a handful that
          repeat over and over, my wife's is
          one of them.

                    ELIZABETH
          People are just ordering things to
          keep her busy?

                    MORRIS
          It's a kindness. How many pineapple
          upside-down cakes can a family eat?
                                                             45.

38                                                                38
     EXT. JOE SR.'S APARTMENT-- DAY

     We see Joe walking across the manicured lawn of his father's
     apartment building, carrying a bag of groceries. It's a nice
     building, two stories high, with white trim. Balconies.

39                                                                39
     INT. JOE SR.'S APARTMENT-- DAY

     It's a modest apartment for one. A portrait of Joe's mother--
     a white woman-- hangs on the wall, memorial.

     Joe enters with his own key.

                            JOE
                 Hello?

     JOE SR., 70, struggles to slide open the glass door to the
     balcony. Joe puts the bag down and helps him.

                            JOE (CONT'D)
                 Hi, dad.

                            JOE SR.
                 Hi.

40                                                                40
     EXT. JOE SR.'S BALCONY-- A BIT LATER

     Joe and Joe Sr. sit in plastic chairs, a few floors up. In
     the distance you can see the water.

     Joe Sr. is smoking, and the ash tray is full.

                           JOE
                 Gracie wanted to know how you
                 planned on getting to the
                 graduation?

                           JOE SR.
                 I'll drive myself, it's close.

     Joe nods.

                           JOE
                 It's hard to believe they'll be at
                 college in the fall.

     Joe Sr. nods.

                           JOE (CONT'D)
                 An empty nest.



                                                       (CONTINUED)
                                                                46.


                         JOE SR.
               You'll have more time to focus on
               other things.

                         JOE
               Yeah.

     There's a lovely breeze, but chilly.

     Joe continues to stare forward. He swallows. It looks like he
     may be mulling over some words, seeing how they feel in his
     mouth.

     Instead he grabs a cigarette and lights it. Joe Sr. eyes him
     but says nothing.

41                                                                41
     INT. HIGH SCHOOL-- DAY

     SLOW-MOTION: Elizabeth walks down the crowded hallway of
     lockers. It's in between classes and there's a lot of
     movement.

     The kids look so young. And they stare at her, mostly the
     boys. Some pretend they aren't, but they are.

     Elizabeth locks eyes with a CONFIDENT FRESHMAN BOY as he
     jumps to tap the door frame to impress her.

     She gives him a little nod like she is impressed.

42                                                                42
     INT. BLACK BOX THEATER-- A BIT LATER

     Elizabeth sits on a painted black cube next to drama teacher
     MS. LABRIOLA, 40s, severe bob, chip on her shoulder. A co-ed
     class of about twenty (including Mary) sits in the stands.

                         MS. LABRIOLA
               This is the first time in my
               experience, I've worked here twenty
               years, that a Juilliard-educated
               actor has sat in this theater--
               Cameron, quit it. It's an
               incredible opportunity, so let's
               ask some great questions, shall we?

     CAMERON, 16, raises his hand.

                         ELIZABETH
               Yes.

                         CAMERON
               Have you acted in sex scenes?

                                                         (CONTINUED)
                                                        47.


                    MS. LABRIOLA
          You're staying late.

                    ELIZABETH
          Yes, I have.

                    MS. LABRIOLA
          You don't have to--

                    ELIZABETH
          No, it's fine. I have, and it is a
          strange part of acting.

                       CAMERON
          Like what?

His friends giggle. She really thinks about it.

                    ELIZABETH
          Sometimes it's really mechanical,
          choreographed like a dance, where
          the only thing you can really think
          about is where you're supposed to
          be and when. But sometimes there's
          a genuine chemistry between two
          people, and it feels sort of real
          in this strange way, not that
          either of you would ever admit it.
          But you're wearing practically
          nothing and rubbing up against each
          other. Sweating. For hours. You
          start to lose the line of... am I
          pretending to be experiencing
          pleasure or am I pretending that
          I'm not experiencing pleasure? And
          the crew is almost always all men,
          and you can feel them watching.
          Holding their breath. Trying to
          hide it when they have to swallow.
          You give in to the rhythm of it.
          Over and over, but the tension
          never breaks.

The boys have stopped giggling.

Ms. Labriola is blushing but doesn't know what to do so she
calls on a girl (KIMME) who has her hand raised.

                    MS. LABRIOLA
          Kimme--yeah?

                    KIMME
          How do you choose your roles?


                                                  (CONTINUED)
                                                              48.


                          ELIZABETH
                When I'm lucky enough to choose,
                I'm looking for characters that may
                be difficult on the surface to
                understand. I want to take a person
                and try to figure out-- Why are
                they like this? Were they born or
                made? And that could really run the
                gamut, you know, from the more
                notorious, uh...
                    (unconsciously motions
                     slightly to Mary)
                To just anyone.

      Mary is frozen, clenched.

                          MARY
                Why would you want to play someone
                who you think has done something
                bad?

                          ELIZABETH
                Are you kidding? I mean, pick a
                great role. Medea, Hedda Gabler--

                          CAMERON
                Tony Soprano.

      More titters.

                          ELIZABETH
                Exactly, Cameron--no... This
                complexity, these moral grey areas
                are what's interesting.

      Mary checks the time, suppressing everything she can.

A43                                                            A43
      EXT. ELIZABETH'S CAR-- AFTERNOON

      High wide angle of Elizabeth's car heading toward the
      Atherton-Yoo house.

43                                                                 43
      EXT. ATHERTON-YOO HOUSE-- AFTERNOON

      Elizabeth pulls up in her rental, giving Mary a ride home.

                          ELIZABETH
                I'm sorry you're not feeling well--

      Mary exits the car and shuts the car door, hunched under her
      back-pack. She walks quickly up to the front, opens it and
      slams the door behind her.

                                                        (CONTINUED)
                                                               49.


     Elizabeth slowly follows the same route, almost amused. She
     rings the bell.

44                                                                44
     INT. ATHERTON-YOO BATHROOM-- A BIT LATER

     Gracie is bringing a second chair into the bathroom, and the
     two women sit down in front of the mirror.

                         GRACIE
               Now this is silly.

                         ELIZABETH
               It's actually very serious
               business.

     Gracie laughs. A seductive energy between them.

                         GRACIE
               If you say so.

     Gracie starts to put on her make-up, step by step.

     Elizabeth takes notes. She looks on the bottoms of lipsticks
     and blush, writes down the names.

                         GRACIE (CONT'D)
               It may be easier if I just...

     She motions for her to scoot closer. She starts doing
     Elizabeth's face up.

                         GRACIE (CONT'D)
               I bet you're used to this.

     Elizabeth closes her eyes.

                         GRACIE (CONT'D)
               Did you always want to be an
               actress?

                         ELIZABETH
               Always.

     Gracie silently paints away. Leaving Elizabeth to fill the
     silence.

                         ELIZABETH (CONT'D)
               I wanted to be on Broadway... When
               I first told my parents, I was nine
               or ten, and they looked so
               disappointed. They said, "But
               honey, you're so much smarter than
               that."

                                                          (CONTINUED)
                                                             50.


                         GRACIE
               And what did you say?... Are you
               smarter than that?

     Elizabeth genuinely laughs.

                         ELIZABETH
               I don't know.

                         GRACIE
               What do they do, your parents?

                         ELIZABETH
               They're academics. My mother wrote
               a pretty respected book on
               epistemic relativism...?

                         GRACIE
               Well my mother wrote a great recipe
               for blueberry cobbler.

                         ELIZABETH
               What was your mother like?

                         GRACIE
               She was beautiful.

     Elizabeth opens her eyes to find herself painted just like
     Gracie, her notebook closed on her lap.

45                                                                45
     INT. DEN-- AFTERNOON

     Joe, home from work and in casual clothes, watches more "This
     Old House" on PBS. The curtains are drawn but the room has
     that warm, sickly afternoon glow.

     On screen, TOMMY SILVA instructs a HOMEOWNER as she caulks
     her bathroom tile.

                         TOMMY SILVA
               Push it in there, there you go, put
               your hand closer to the tip, keep
               the gun level...

     The woman's hands move slowly along her bathtub, the sexual
     connotations obvious (though not to Tommy, completely
     innocent on his part... all respect to Tommy Silva).

     Joe seems hypnotized by the caulking.

                         GRACIE
               Knock-knock.


                                                       (CONTINUED)
                                                             51.


     Gracie and Elizabeth poke their heads into the den: a strange
     doubling.

                         GRACIE (CONT'D)
               Sweetie, I was hoping you could
               clear your bugs out before Honor
               comes home -- I want to get the
               house ready for her. And then could
               you pick up dinner, I'm swamped.

                         JOE
               Sure.

                         ELIZABETH
               I can help.

                         TOMMY SILVA (O.S.)
               Now that's a caulking that will
               stand the test of time.

46                                                               46
     INT. LIVING ROOM-- A BIT LATER

     Joe and Elizabeth stare into the mesh cages. His caterpillars
     have gotten even plumper, wiggling around eating leaves.

     Elizabeth, in Gracie's make-up, runs her finger along the
     side of the mesh. A subtle, seductive energy.

                         ELIZABETH
               I like them.

                         JOE
               They're hungry this year.

     He starts to carefully prepare them for a move into the den.

                         ELIZABETH
               How long have you been doing this?

                         JOE
               A few years. I saw an article about
               how the monarch population is
               dwindling, and they mentioned that
               people help raise them. I'm not the
               only one who does this-- Gracie
               makes it seem that way, but all
               over the country people do it.

                         ELIZABETH
               How do you do it?




                                                       (CONTINUED)
                                                               52.


                         JOE
               You just keep your eyes open. Look
               for the eggs, take them inside,
               protect them, so they have a chance
               to grow.

     On this subject Joe lights up in a way we haven't seen.

                         JOE (CONT'D)
               It's actually had an impact. The
               numbers are way up. I'm part of
               this... Facebook group--I know, it
               sounds really dorky.

                         ELIZABETH
               Not at all.

                          JOE
               My friend, Michela, who's in the
               group--she's in Durham-- People put
               milkweed in the cages for them to
               attach to, but she also puts these
               sticks in for them to climb. `Cause
               some of them attach to the top of
               the mesh when they form the
               chrysalis, and hang upside-down.
                   (beat)
               Anyway, I know it's boring.

                         ELIZABETH
               It's fascinating.

47                                                               47
     EXT. NEIGHBORHOOD-- A BIT LATER

     Late afternoon, where the houses end, Joe and Elizabeth take
     a walk. The hot milky sky beats down against the wipe of
     marshland. Even out here the clenched oaks still drip with
     Spanish moss.

                         ELIZABETH
               It's a beautiful place to live.

                         JOE
               Yeah, it's been really nice.

     Silence as they walk, no one on the road.

                         JOE (CONT'D)
               So... It's hard to tell what you
               actually think about all this, you
               know...



                                                       (CONTINUED)
                                                     53.


                    ELIZABETH
          I think you have a nice family. And
          you're both interesting people.

                    JOE
          Okay.

                    ELIZABETH
          I don't know. What do you think?

                    JOE
          I think it's hard to trust that...
          you know, that you're gonna
          represent things as they were,
          or...

                    ELIZABETH
          I'm gonna try.

                    JOE
          It's hard to feel... I don't know.
          People... they like see me as a
          victim, or something...

Elizabeth nods, letting him talk.

                    JOE (CONT'D)
          I mean we've been together almost
          twenty-four years... like... I
          mean, why would we do that if we
          weren't happy?

                    ELIZABETH
          Right.

                    JOE
          I was different than... a lot of
          the kids-- the people around me.
          Girls were never... But she was
          so... She saw me.

                    ELIZABETH
          Yeah...

                    JOE
          I wanted it.

That kind of just hangs there.

                    JOE (CONT'D)
          I don't know.

                    ELIZABETH
          What did your parents think?

                                                (CONTINUED)
                                                               54.


                         JOE
               We didn't talk about it. My dad was
               always focused on his work. And my
               mom... She passed away when I was
               twenty so we never got to really...
               look back on it--

                            ELIZABETH
               I'm sorry.

                         JOE
               No, it's... it's hard to imagine
               what that would have been like
               honestly, that conversation.

                         ELIZABETH
               You were so young, to have all
               those eyes on you.

                         JOE
               I already... weirdly felt that?
               Growing up here? I always had that
               feeling like everyone kind of...
               knew who I was. So when it happened
               so big and everything with all the
               tabloids it was kind of like-- I
               don't know-- almost familiar?

     They keep walking for a beat. He lets the moment pass.

                         JOE (CONT'D)
               You really look different with that
               make-up.

     She poses, cutely.

                         ELIZABETH
               Remind you of anyone?

     He laughs a little, then stops.

                            JOE
               Yeah.

48                                                               48
     INT. ATHERTON-YOO HOUSE-- DUSK

     Joe comes back into the house as the sun is setting and can
     immediately tell something is amiss. All the lights are off.
     It's silent.

     He puts the take-out on the counter and drops his head.



                                                       (CONTINUED)
                                                                55.


                            JOE
               Fuck.

49                                                                49
     INT. BEDROOM-- A BIT LATER

     From the doorway Joe can see Gracie silently weeping, lying
     flat on the bed. The last light from the window making the
     room feel pale blue. Joe holds his breath.

                         JOE
               What happened?

     Silent weeping, stillness. Finally some sniffling, words
     caught in her throat.

                         GRACIE
               Joyce Mercer called and cancelled
               her order, and all future orders.

     He lets out an almost undetectable sigh of relief, sits on
     the bed.

                            JOE
               I'm sorry.

                         GRACIE
               And I told her I had already made
               it and she said she'd pay for this
               one but that she didn't need it,
               and they were leaving town.

                         JOE
               Where are they going?

                         GRACIE
               Her sister is sick or something--
               it doesn't matter! I wasted hours
               that I could have used.

                         JOE
               You couldn't have known.

                         GRACIE
               I hate things like that! And now I
               have this cake that'll go right in
               the garbage.

                         JOE
               You don't have to throw the cake in
               the garbage.

     She slows down. Turns her head to face him, still lying down.


                                                       (CONTINUED)
                                                                56.


                           GRACIE
                 Where were you?

                           JOE
                 Oh I just took a walk, showed
                 Elizabeth the neighborhood.

                           GRACIE
                 "Elizabeth."

     He treads very carefully, picks up some clothes from the
     floor.

                           GRACIE (CONT'D)
                 She's getting on my last nerve.

                            JOE
                 Why?

                           GRACIE
                 She's just everywhere I look. And
                 for what?

                           JOE
                 For the movie. So people see it and
                 understand more and it's... maybe
                 easier for you or more--

                            GRACIE
                 For me?

                           JOE
                 For us, for both of us.

     He sighs.

                           JOE (CONT'D)
                 I don't know. She'll be gone soon.

     She examines his face for something, but doesn't find it.

     She gives a last sob, wipes her tears, sits up. She looks so
     tiny, with pleading eyes.

50                                                                50
     INT. KITCHEN-- NIGHT

     Gracie presents her cake to Joe. It's pretty sizable, three
     layers. Covered in frosting with mounds of shredded coconut.

     She cuts him a big piece and smiles at him, expectantly.

     He smiles back. He takes a big bite as she watches, chin on
     her hands.

                                                       (CONTINUED)
                                                              57.


                         JOE
               Mmmm, so good.

     It looks very sweet. They sit in silence as he chews and she
     watches.

51                                                              51
     INT. INN-- MORNING

     ROBERTO, 40s, Italian film director, is on the phone with
     Elizabeth, who is distracted and happens to be looking up the
     Sex Offender Registry for Georgia.

                         ELIZABETH
               I'm telling you, it's going great,
               really really helpful.

                         ROBERTO (O.S.)
               I'm very happy to hear this, I
               think it's very good. But I have
               Carlo on my ass because you are
               over the number of days that we
               budgeted for.

                         ELIZABETH
                   (with a smile)
               Well it sounds like the crew wrap
               sweatshirts have just turned to
               crew wrap mugs, doesn't it?

     They both laugh. She takes a few puffs of her inhaler.

                         ELIZABETH (CONT'D)
               I know you trust me--

                         ROBERTO (O.S.)
               Of course I do--

                         ELIZABETH
               And I really feel like I'm getting
               close to something that's true.
               Something honest.

     The look in her eye does not seem entirely confident.

                         ROBERTO (O.S.)
               Okay, okay. Through Friday.

                            ELIZABETH
               Thank you.

     She finds Gracie's registry photo-- it looks like the ID for
     a country club. A big smile and a bow in her hair.


                                                       (CONTINUED)
                                                    58.


                    ROBERTO (O.S.)
          But that's it, I'm serious.

                    ELIZABETH
          He's very serious.

                       ROBERTO (O.S.)
          I am.

                    ELIZABETH
          How's your wife?

                    ROBERTO (O.S.)
          Ah, ah. Elizabet.

                       ELIZABETH
          What.

                    ROBERTO (O.S.)
          You're reckless.

                    ELIZABETH
          Is she home?

                    ROBERTO (O.S.)
          No, but you had no idea.

She smiles.

                     ROBERTO (O.S.) (CONT'D)
          She got hired on a television
          series back in Rome, so she won't
          be on set.

                       ELIZABETH
          Good.

                    ROBERTO (O.S.)
              (to himself)
          Le donne pericolose, perché lo
          faccio?
              (to Elizabeth)
          Did you watch the tapes?

                    ELIZABETH
          I did. Look, I'm sure they've seen
          a lot of people, but has it just
          been LA? The kids I saw were cute,
          but they just weren't like, sexy
          enough. I mean you've seen him.
          He's got this... quiet confidence,
          I'm sure even as a kid.

A pause on the line.

                                               (CONTINUED)
                                                             59.


                         ROBERTO (O.S.)
               I think... you need to come home.

52                                                                52
     EXT. AIRPORT-- DAY

     HONOR ATHERTON-YOO, 22, runs up to the car with her rollie
     suitcase. She has bleached hair, and a tired expression.

     Mary bounds out of the car to hug her.

     Joe looks on happily as he loads her suitcases. She hugs him.

                         JOE
               I've missed you.

                         HONOR
               I've missed you too.

53                                                                53
     EXT. HIGHWAY-- A BIT LATER

     High wide angle of Joe's car winding off from Savannah toward
     Tybee. WE HEAR:

                         JOE
               How's the roommate?

                         HONOR
               She's fine, we got over it.

                         JOE
               I knew you would.

54                                                                54
     INT. JOE'S CAR-- CONTINUOUS

     The girls sit together in the backseat.

                            HONOR
               How's mom?

                         JOE
               Great. Busy.

                         HONOR
               And how's the actress?

     Mary rolls her eyes in the back of her head and sticks her
     tongue out in a funny way. The girls laugh.

     Joe eyes them in the rear view mirror.



                                                       (CONTINUED)
                                                             60.


                         JOE
               What's funny?

     He smiles, but he missed it.

55                                                             55
     INT. INN - TV SCREEN-- AFTERNOON

     On Elizabeth's TV screen, a pixelated DVD copy of "The Gracie
     Atherton Story" plays: a movie of the week in a time when
     they were especially bad.

     TV MOVIE "GRACIE" walks down the aisle of the pet shop. The
     look is right enough but the energy is much more Mrs.
     Robinson than real Gracie. Composed, in charge.

                         TV MOVIE "GRACIE"
               Joey.... Are you in there?

56                                                             56
     INT. DEN-- AFTERNOON

     Joe sits in his den, leaning forward, leg bouncing. Staring
     at his text thread with Michela.

                         JOE
               How's it going?

                          MICHELA
               Okay, tired. Work troubles. How
               about you?

                         JOE
               Exhausted. Getting it from all
               angles.

                         MICHELA
               That sucks, I'm sorry!

     With a little heart.

                          JOE
               It's okay... sounds like things
               aren't going too great for either
               one of us.

                            MICHELA
               Ha ha.

57                                                             57
     TV SCREEN-- CONTINUOUS

     "Gracie" finds TV MOVIE "JOE" stocking fish food on a shelf.
     She watches him as trashy music plays.

                                                       (CONTINUED)
                                                               61.


     He notices her, turns around.

                         TV MOVIE "JOE"
               You scared me.

                         TV MOVIE "GRACIE"
               Did I? You don't look scared to me.

58                                                               58
     INT. DEN-- CONTINUOUS

                         JOE
               I could use a vacation.

                          MICHELA
               Me too.

     He takes a breath.

                         JOE
               We should go here.

     He sends a picture of the butterfly sanctuary in Piedra
     Herrada, Mexico-- so many orange butterflies line the trees
     that they look like fall leaves. No response.

                         JOE (CONT'D)
               Finally see where all these
               butterflies end up.

     (...) and then it disappears, and then reappears a few times.

                         MICHELA
               I thought you were married, no?

                         JOE
               I am. Sorry, I was just thinking
               out loud.

     Joe hits his forehead with little remorseful hits.

                         JOE (CONT'D)
               It was just a joke. Sorry I said
               that.

     No response.

59                                                               59
     INT. INN-- CONTINUOUS

     Elizabeth gets dressed with the TV movie playing on the TV in
     the background. She does her make-up the way Gracie taught
     her to.


                                                          (CONTINUED)
                                                             62.


     ONSCREEN:

     We see the back of "Gracie" as she faces "Joe." She takes off
     her cardigan and he drops the box of fish food on the ground.

60                                                             60
     EXT. ROOF-- LATE AFTERNOON

     Joe lies on the roof looking up at the sky.

     Clearly lost in thought, something playing out that makes him
     wince. He looks comfortable here though, familiar.

     After a beat, Charlie opens the window.

                           CHARLIE
                 Oh hi.

                           JOE
                 Hi-- it's okay. Come out.

     Charlie hesitates for a beat then climbs out and sits down,
     looking out the same direction.

                           CHARLIE
                 What are you doing out here?

                            JOE
                 Just thinking.
                     (beat)
                 How's it going?

                           CHARLIE
                 Fine.

                           JOE
                 You excited about tomorrow?

                           CHARLIE
                 Sure.

                           JOE
                 I can't believe you guys are
                 leaving. I try to picture what
                 it'll be like but I can't.

                           CHARLIE
                 Yeah.

     Charlie lies back too, stares up at the sky.

                           JOE
                 Are you nervous?


                                                       (CONTINUED)
                                                        63.


                    CHARLIE
          About what?

                    JOE
          College, leaving home.

                    CHARLIE
          I can't wait to leave home.

Stings.

                    JOE
          Good. I think that's good.

Silence. Charlie tries to ignore that Joe is staring at him.

                    CHARLIE
          Are you gonna be out here for a
          while or...?

                    JOE
          Should I not be?

                    CHARLIE
              (after a beat)
          I... was gonna...

He holds a cute little joint.

                    JOE
          Oh. Um... No, you should... go
          ahead.

Joe seems so awkward, Charlie smiles sweetly at him.

                      CHARLIE
          You sure?

                    JOE
          Yeah, sure...

Charlie lights it and inhales a few times. A subtle shift,
more relaxed, an inch more open.

                    CHARLIE
          Do you want?

                    JOE
          No-- thanks. I'm good. Never done
          that...

                    CHARLIE
          No, dad. That's crazy.


                                                  (CONTINUED)
                                                                64.


     He laughs, but with kindness. Joe laughs along, looks back at
     the joint.

                         CHARLIE (CONT'D)
               You definitely don't have to.

     Joe looks a little worried but goes for it. He's clumsy.
     Takes a really deep inhale. Coughs.

     They laugh.

                         CHARLIE (CONT'D)
               You don't...

                         JOE
               I'm fine.
                   (he coughs some more)
               It's all good.
                   (takes some deep breaths)
               This is nice.

                            CHARLIE
               Yeah.

     Joe lies back on the roof. The clouds are soft but there's
     blue in the sky.

                         JOE
               I'm gonna miss you.

                            CHARLIE
               I know.

     He rests his head on Charlie's chest. His mouth seems dry.

61                                                                61
     INT. FRONT HALL-- LATE AFTERNOON

     Elizabeth has arrived, dressed for dinner. She's wearing her
     make-up like Gracie showed her.

                         GRACIE
               Well don't you look nice.

                            ELIZABETH
               Thank you.

     Gracie is still in day clothes with a flour-y apron on.

                         GRACIE
               You're early.

                            ELIZABETH
               Am I?

                                                       (CONTINUED)
                                                               65.


                         GRACIE
               You can help me then.

     Gracie smiles at her and then throws an apron at her, a
     little forcefully.

62                                                               62
     INT. KITCHEN-- A FEW MINUTES LATER

     Elizabeth stares at a pot of browned, bubbling sugar, waiting
     for it to turn the right shade of brown.

                         GRACIE
               It's temperamental. You have to
               keep an eye on it every second or
               you could ruin it.

     It's getting pretty dark.

                         ELIZABETH
               I think it's ready.

     Gracie, who has been working on a batter, peers over. Nods.
     She hands her a wooden spoon.

                         GRACIE
               Okay this all happens quickly. Put
               the butter in and don't stop
               stirring.

     She does. Gracie pours in some cream by sight, it bubbles
     rapidly. Elizabeth stirs furiously.

                         GRACIE (CONT'D)
               Alright now pour it into this pan.

     Elizabeth grabs for the hot handles.

                         ELIZABETH
               Fuck!

                         GRACIE
               Well, use the mitts...

     She does. Gracie scrapes out every last bit.

                         GRACIE (CONT'D)
               Now line these up, and really do it
               nicely, it matters how it looks.

     Elizabeth places dark red cherries in the caramel. Gracie
     finishes mixing a batter and looks over Elizabeth's shoulder.



                                                       (CONTINUED)
                                                        66.


                    GRACIE (CONT'D)
          That's very nice.

                       ELIZABETH
          Thank you.

They work in silence for a bit, side by side.

                    GRACIE
          This is my brother Bill's favorite
          cake.

                    ELIZABETH
          Is it for him?

                    GRACIE
          No, he's in Minneapolis. He works
          for the Twins.

                    ELIZABETH
          Which twins?

                    GRACIE
          It's a professional baseball
          team...

                    ELIZABETH
          Oh. Of course.

                    GRACIE
          He was captain of the baseball team
          in high school, and then he played
          in college. And now he's a
          professional pitching coach.

Elizabeth keeps lining up cherries.

                    GRACIE (CONT'D)
          He was always so protective of me
          when we were kids, even though he
          was younger. Any boys that got near
          me he'd throw up against the locker
          and say, "What are your
          intentions!"

She laughs about this, lovingly.

                    ELIZABETH
          What were their intentions?

Gracie gives her a side-eyed glance. She pours the batter in
the pan over the cherries.

Elizabeth watches her put the cake in the oven.

                                                  (CONTINUED)
                                                        67.


                    GRACIE
          You know Joe's been with more women
          than I have men.

Elizabeth tidies up, tries not to look her in the eye, tries
not to spook her.

                    ELIZABETH
          Is that right?

                     GRACIE
          Nobody seems to remember that. But
          I had only slept with Tom before
          Joe. He'd been with two girls
          before me.

                    ELIZABETH
          When he was in seventh grade?

She mixes frosting for something else.

                    GRACIE
          He led a very different kind of
          life than I did. His father was
          always away working, he was the man
          of the house, had to take care of
          his little sisters almost by
          himself. One of them with terrible
          asthma. He grew up quickly.
          Whereas I was very sheltered.

Gracie puts her hand on Elizabeth's hand. They don't look at
each other.

                    GRACIE (CONT'D)
          I wanted to show you something.

She hands her a poem, written by a child.

                    GRACIE (CONT'D)
          Joe gave that to me, back then. I
          just think it's lovely.

                    ELIZABETH
          "Peace is sitting by a lake in the
          summertime,
          Peace is a Coca Cola on a hot
          summer day,
          Peace is being with you."

                    GRACIE
          The assignment was "What is peace?"
                                                                68.

63                                                                63
     EXT. THE ROOF-- A BIT LATER

     Joe grabs his son's face as they lie on their sides.

                         JOE
               You're such a special person.

                         CHARLIE
               Dad, this is so weird, please.

                         JOE
               I really mean it.

                         GRACIE (O.S.)
               You boys up there?

     Joe bolts upright. Gracie and Elizabeth appear on the lawn
     below, looking up in their matching aprons. They look like
     twins. Joe appears stunned, like he's seeing double.

                         CHARLIE
                   (calling down)
               Yeah.

                         GRACIE
               Garibaldi's said they can take us
               at seven, how's that sound?

     Joe seems very overwhelmed by the question.

                         CHARLIE
               That sounds great, thanks, mom!

     Joe stands up, but kind of loses his balance and takes a few
     fast steps forward to center himself, coming very close to
     the edge of the roof.


                GRACIE                           ELIZABETH
     Joe!                           Joe!

     He steadies, and starts laughing so hard. So so hard.

                         GRACIE (CONT'D)
               Joe, are you okay?

                         CHARLIE
               Dad?

                         JOE
               I was just--

     Tears of laughter are pouring down his face, his back to
     them.

                                                         (CONTINUED)
                                                        69.


                    JOE (CONT'D)
          I was just thinking... what if.. I
          had... to take...

He snorts, the laughter exponentially growing.

                    JOE (CONT'D)
          My own... X-rays.

                    GRACIE
          Honey, I can't hear you...?

His laughing tears turn instantly into crying tears. He
crouches down into a ball, behind the dormer windows, out of
sight.

                    GRACIE (CONT'D)
          Is he okay up there?

                    CHARLIE
          Totally fine, mom, we'll see you
          inside!

Gracie turns to Elizabeth, shaking her head. Boys. They head
back in.

Charlie crouches down and rubs his back.

                    CHARLIE (CONT'D)
          Maybe this wasn't the best idea.

                    JOE
          I feel like everything's so fucked
          up.

                    CHARLIE
          It's not, dad. It's okay.

                    JOE
          I just want you to have a good
          life.

                    CHARLIE
          I will.

                     JOE
          Because... Bad things... They
          happen... and we do bad things also
          and we have to think about it-- or
          you try not to think about it, but
          if you try not to think about it
          there's...

He motions with his hands, as if holding energy.

                                                   (CONTINUED)
                                                             70.


                         JOE (CONT'D)
               There's this...
                   (searching for the word
                    and not finding it)
               --What's it called... D'you know
               what I mean?

                            CHARLIE
               Yeah, dad.

                         JOE
               Oh god, I can't tell if we're
               connecting or if I'm just creating
               a bad memory for you, in real time,
               but I can't control it.

                         CHARLIE
               We're connecting, dad, it's okay,
               really, don't worry about me, okay?

     Joe heaves. He tries to hold in his sobs but that just brings
     spit and snot.

                         JOE
               That's all I do.

     Charlie wipes Joe's face off with his sweatshirt sleeve as he
     continues to sob.

64                                                             64
     INT. GARIBALDI'S - HISTORIC SAVANNAH-- EARLY EVENING

     Gracie, Joe, Honor, Charlie, Mary and Elizabeth sit at the
     corner table of a Southern restaurant inside an old historic
     building. It's a busy night.

     Joe looks puffy and red-eyed from earlier. Charlie still
     seems stoned. Mary and Honor confide in little smirks. Only
     Gracie looks genuinely happy.

     Their entrees are in front of them, a big basket of bread in
     the middle. The girls have Shirley Temples. They hold their
     glasses up, mid-toast.

                         GRACIE
               I am so glad that Honor was done
               with her finals in time to come
               watch our beautiful Mary and our
               gentle Charlie--

     Neither of them seem to like their epithets...




                                                       (CONTINUED)
                                                     71.


                    GRACIE (CONT'D)
          -- walk across that stage tomorrow.
          I couldn't be prouder of the both
          of you. And to Joe... The love of
          my life. To entering this next
          phase together. And as our little
          ones fly away from the nest, they
          know they can always come home.

They all clink glasses.

                    HONOR
          You're forgetting someone.

She has an unapologetic look on her face.

                    GRACIE
          That's right, Elizabeth. We
          couldn't be more thrilled to have
          you here at this very special time.

More clinks. They start eating.

                    GRACIE (CONT'D)
          Honor, when we get back home I'll
          show you what your dad and I got
          your sister for graduation.

                    HONOR
              (her little dig)
          Is it a scale?

                       GRACIE
          Excuse me?

                    HONOR
          When I went to college you bought
          me a scale.

Gracie looks at her.

                    GRACIE
          That was just part of setting you
          up at your school, you know
          perfectly well that wasn't your
          graduation present.

                    HONOR
          Well it came wrapped with a bow.




                                                (CONTINUED)
                                                          72.


                    GRACIE
          We got her a necklace! With her
          birthstone on it, just like we got
          you, although I see you're not
          wearing it.

Honor is ready to change topics, turns to Elizabeth.

                    HONOR
          So when do you start shooting this
          movie?

                    ELIZABETH
          In about three weeks.

                    HONOR
          I wish you weren't doing that.

                       JOE
          Honor.

                    ELIZABETH
          I can understand that, of course. I
          hope in the end you'll feel like it
          had something to say. That we
          captured... something true.

                    HONOR
          True like how it's not awkward at
          all that you're at this graduation
          dinner?

Mary almost does a spit take.

                    GRACIE
          Joe, do something.

                       JOE
          Like what?

                    GRACIE
          Thanks for your help.

Charlie shakes his head to him like, don't engage.

                    GRACIE (CONT'D)
              (to Honor)
          And you. I got you that scale, like
          I told you at the time, as a
          tradition, because that's what my
          mother gave to me when I graduated
          high school. And try going through
          life without a scale! See how that
          goes.

                                                     (CONTINUED)
                                                           73.


                     CASSIDY (O.S.)
          Mom, hi.

Gracie looks up and sees her old family (Tom, Georgie, and
her other two adult children, BILLY, 40, and CASSIDY, 38,
their SPOUSES, and the grandchildren, PETER and SARAH) on
their way to their table. Her smile blankets over the
surprise and she gets up, hugs them, squeezes hands...

                    GRACIE
          Oh my goodness-- well, hello! Hi,
          honey... Billy, Georgie...
              (to Sarah and Peter)
          Hi, sweetheart--don't you look
          pretty... Peter, honey, you look so
          grown-up... Tom... Everyone
          celebrating tonight, of course.

                    TOM
          It's the best.
              (to Elizabeth)
          And nice to see you again.

                    ELIZABETH
          You as well.

Tom nods awkwardly at Joe.

                     JOE
          Tom.

A moment of awkward silence, not one knowing what to say
next.

                     TOM
          I guess we're gonna go head over to
          our table.

                    GEORGIE
          We're in the back where they keep
          the old families.

Honor laughs, others roll their eyes.

                     TOM
          Georgie.

Gracie keeps the smile still.

                    GRACIE
          We'll see you at graduation!




                                                  (CONTINUED)
                                                             74.


                          CASSIDY
                   (to Elizabeth, almost
                    reluctantly)
               I'm a really big fan of "Animal
               Hospital."

     Mimicking Gracie's smile:

                         ELIZABETH
               Thank you, that means the world.

     The second they leave the switch flips back. Honor continues
     to giggle, Mary smirks, shaking her head. Joe reaches for the
     bowl of wrapped butter, passes it.

                         MARY
               Probably frozen by now.

     Gracie stares at the rolls.

65                                                             65
     INT. GARIBALDI'S - LADIES' ROOM-- LATER

     Elizabeth comes out of the stall to find Gracie washing her
     hands. She goes to the next sink.

     The bathroom is formal and frilly.

                         GRACIE
               My brother, Mark, he still lives in
               Richmond. He always says to keep
               your expectations low and that way
               you'll never be disappointed. I
               always forget that.

                         ELIZABETH
                   (with disdain)
               How many brothers do you have?

                         GRACIE
               Four. Two younger, two older.
               Though I'm sure you know that.

     Elizabeth dries her hands.

                         ELIZABETH
               So what were your expectations?

                         GRACIE
               That tonight would go well. That my
               children would love me, that my
               life would be perfect.



                                                       (CONTINUED)
                                                                75.


     She pops open her lipstick and applies it in the mirror,
     emotionless.

                         ELIZABETH
               That's a little naive.

                         GRACIE
               I am naive. Always have been. In
               some ways, it's been a gift.

     She plops her things in her little purse.

                         GRACIE (CONT'D)
               Is that alright if Joe drops us
               first? I think the girls may need a
               moment.

                         ELIZABETH
               I can just walk from here--

                         GRACIE
               No, no, let him drive you.

     The door closes behind her.

66                                                                66
     EXT. GARIBALDI'S - HISTORIC SAVANNAH-- NIGHT

     Elizabeth sits on a bench outside the restaurant, waiting.

     Across the street a Savannah ghost tour shuffles by led by a
     man in costume. In the opposite direction tourists carrying
     plastic cups of beers weave past.

     Georgie plops down next to her, lighting a cigarette.

                         GEORGIE
               Good evening.

     She nods with a tired smile.

                         GEORGIE (CONT'D)
               Has she broken your spirit yet?

                         ELIZABETH
               I'm just tired.

                         GEORGIE
               So did you crack the case?

                          ELIZABETH
               Could you blow your smoke in that
               direction.


                                                       (CONTINUED)
                                                        76.


He blows out the side of his mouth.

                    GEORGIE
          You want to know my theory?

                       ELIZABETH
          Sure.

                    GEORGIE
              (whispers)
          Childhood trauma.

This piques her interest, despite herself. She tries to play
it cool.

                       ELIZABETH
          Which one?

                    GEORGIE
          The big one.

                    ELIZABETH
              (she looks at him)
          What do you mean?

                    GEORGIE
          Her older brothers...

He gives her a look finishing the dark sentence.

                       ELIZABETH
          What?

                       GEORGIE
          Oh yeah.

                       ELIZABETH
          When?

                    GEORGIE
          Started when she turned twelve. On
          and off.

                    ELIZABETH
              (sickened)
          That's awful.

                    GEORGIE
          Don't mention it to her obviously.
          She doesn't tell anyone.

She looks harder at him.



                                                   (CONTINUED)
                                                      77.


                    GEORGIE (CONT'D)
          I read her diary. This was way
          before.

                     ELIZABETH
          That's...
              (turning it over in her
               head)
          Would explain a lot. Why does she
          still talk to them?

                    GEORGIE
          Lady, she's messed up in the head,
          that's what I'm trying to tell you--
          but listen. I had an idea. I was
          looking up how you make movies, and
          I read about this job: of, um...
          music supervisor.

                    ELIZABETH
          Yeah?

                    GEORGIE
          I could do this job. Pick out the
          songs for the movie, I would pick
          great songs.

                    ELIZABETH
          What are you asking?

                    GEORGIE
          What if, in exchange for my
          memories, my consultation, my
          willingness not to go to the press
          when the movie comes out and talk
          disparagingly about it and you and
          her-- you give me this position of
          music supervisor. On this movie.

Elizabeth stares blankly for several beats.

                    ELIZABETH
          Um--

Joe pulls up to the restaurant, eyeing Georgie.

                    ELIZABETH (CONT'D)
          ...I'll see what I can do.

She gets into the car. Georgie gives a little wave.
                                                             78.

67                                                               67
     INT. JOE'S CAR-- NIGHT

     Joe drives the empty streets with Elizabeth in the front.
     Elizabeth coughs.

                         ELIZABETH
               I think I've outstayed my welcome
               here.

     Joe doesn't chime in, which she notes.

     She looks out the window as the streets pass by. Sinking.

     She looks over at Joe, admires him. A flicker in her eye of a
     thought. She takes out her inhaler and puffs.

                         JOE
               My sister had really bad asthma.

                         ELIZABETH
               Oh did she?

     He pulls up to the Inn. A big tree hangs overhead. They sit
     there for a moment.

                         JOE
               She was always having to do that
               breathing machine thing.

                         ELIZABETH
               Yeah, nebulizer.

                         JOE
               Right.

                         ELIZABETH
               I have one with me but it's new and
               I can't get the... mouthpiece thing
               to snap on, it's so stupid. I'd
               really like to use it.

                         JOE
               That sounds irritating. I think you
               just sort of...

                         ELIZABETH
               Could you... Do you have a second?

68                                                               68
     INT. INN-- A BIT LATER

     Joe and Elizabeth sit together on the floor. She drops a vial
     of medicine into the machine. Drip, drip. There's an odd
     sensuality to this very ugly, plastic ritual.

                                                       (CONTINUED)
                                                           79.


She motions to Joe, he presses the button to turn the machine
on. It hums loudly and a chemical steam starts to come out
the little mouthpiece, which he holds up to her face. She
inhales.

                    JOE
          They haven't changed this machine
          since the `80s.

She takes the mouthpiece away, chemical vapor pours out of
her mouth like smoke.

                    ELIZABETH
          Thank you - you saved my life.

                       JOE
          Sure.

He seems nervous. She puts her hand on his and keeps
breathing. He stares at her.

                     JOE (CONT'D)
          I uh... wanted to give you
          something.

He hands her the letter in the pink envelope he'd found,
stashed away, earlier in the film.

                    JOE (CONT'D)
          It's the only one I could save.

                       ELIZABETH
          Oh my god.

She goes to read it now, but he puts his hand over hers.

                    JOE
          Don't read it now.

He holds her hand there, she stares back at him.

She turns the machine off. It's suddenly so quiet.

                       ELIZABETH
          Thank you.

After a beat, she leans in and kisses him. A small kiss.

When she pulls back, there's something new, more vulnerable.

                    ELIZABETH (CONT'D)
              (whispers)
          You are so young. Believe me. You
          could start over.

                                                     (CONTINUED)
                                                         80.


                    JOE
          And do what?

                      ELIZABETH
          Anything.

He kisses her back. She leans onto the floor as he climbs on
top of her. It's hurried and passionate.

Her position mimics the one on the pet shop stockroom stairs.

                    ELIZABETH (CONT'D)
          Wait, one second.

She grabs a condom from her suitcase on the floor next to
them. They fumble with it.

                    JOE
          I've never actually used one of
          these before.

She laughs, but then a second later when his head is buried
in her hair she makes an expression like, "what the fuck."

It doesn't last long but there's force. The tension between
them finally breaking.

                    JOE (CONT'D)
          I should, uh...

He gets up and goes to the bathroom. Not embarrassed, not
cold.

Once out of sight she immediately goes for the letter, reads
as much she can, inhaling--

                    JOE (O.S.) (CONT'D)
          Should we get in the bed?

She slides the letter under the bed and climbs into it with
him.

He motions for her to lie on his chest, so she does.

                    JOE (CONT'D)
          That was crazy.

                      ELIZABETH
          Yeah.

The trees outside the window sway in a comforting way.

                    JOE
          Have you ever done that before?

                                                  (CONTINUED)
                                                        81.


Her expression makes it clear that she has.

                    JOE (CONT'D)
          Oh, yeah of course.

                    ELIZABETH
          What about you?

                    JOE
          No-- I mean, I've had crushes on
          people.

                    ELIZABETH
          I think that's allowed.

                    JOE
          I don't know... any of it, it would
          kill her, she's very loyal.

Off Elizabeth's look:

                    JOE (CONT'D)
          I mean, with me.

                    ELIZABETH
          Whatever happens, believe me, she's
          going to be okay. People like
          Gracie--

                    JOE
          No, she won't. You really don't
          know her.

                     ELIZABETH
          Okay.

She sits up, finding herself in the mirror, straightening her
hair. She continues, focused on herself.

                    ELIZABETH (CONT'D)
          But I'll tell you something. Your
          responsibility, ultimately, is to
          yourself.

                    JOE
          Well, I think it's a little more
          complicated than that.

                    ELIZABETH
          Look, you're gonna do what you're
          gonna do, but stories like these--

                     JOE
          Stories?

                                                  (CONTINUED)
                                                                82.


                          ELIZABETH
                You know what I mean, "instances"
                of severely... traumatic--

                          JOE
                This isn't a story-- this is my
                life.

                          ELIZABETH
                There's no need to get so worked up
                about it.

      He gets up, starts putting on his clothes.

                          JOE
                Um, yeah. I thought you actually
                liked me-- uh. That we had some
                kind of... connection.

                          ELIZABETH
                I like you.

                          JOE
                I mean, what was this about?

      She looks at him, with sympathy. Maybe it's pity.

                          ELIZABETH
                This is just what grown-ups do.

      He scoffs, picks his shoes up. Storms out the door.

      She sighs, oh well.

      Immediately leans off the edge of the bed and feels for the
      pink envelope.

A69                                                              A69
      INT. ATHERTON-YOO BATHROOM-- LATER

      Joe has just stepped out of the shower, drying his hair. He
      stops, looking at himself [at us] in the mirror.

69                                                                 69
      INT. ATHERTON-YOO BEDROOM-- LATER

      The middle of the night. Joe, dressed in sweatpants and T-
      shirt, has been sitting in the upholstered chair of their
      dark room, watching Gracie sleep.

      She's lying on her back, occasionally wincing from a dream.

      Suddenly she snorts awake. Sees him in the corner.


                                                           (CONTINUED)
                                                          83.


                    GRACIE
          You're lucky I'm not jumpy.

                       JOE
          I'm sorry.

                    GRACIE
          What happened?

She turns the lamp on.

                    JOE
          I've just been thinking.

She adjusts her pillows and sits up in bed, the same as
Elizabeth earlier.

                       GRACIE
          Okay.

                    JOE
          I think there are a lot of things
          that we haven't talked about in a
          long time. Maybe ever.

                    GRACIE
          What kind of things?

                    JOE
          Things about our relationship. How
          it started.

Gracie starts to tense up.

                    GRACIE
          Well I'm not gonna cross-examine
          you, say what you want to say.

                    JOE
          I've just been remembering things.

He's struggling for composure.

                    GRACIE
          What brought this on?

                    JOE
          What does it matter?

                    GRACIE
          Is it the actress?




                                                  (CONTINUED)
                                                           84.


                    JOE
          Maybe. I don't know. I don't see
          what difference it makes, it's how
          I'm feeling.

                    GRACIE
          Come sit by me.

He does. On the edge of the bed, as she's still tucked inside
it. She rubs his back.

                    GRACIE (CONT'D)
          What's making you feel bad, baby?

                    JOE
          It's not-- I don't feel bad like...
          I'm just trying to say... I mean,
          what if I wasn't ready to be making
          those kinds of decisions? And then
          what? There's the kids and,
          because... what would that mean?

                    GRACIE
          I don't understand what you're
          saying.

                    JOE
          I'm saying what if I was too young.

She sits up straight.

                    GRACIE
          You seduced me.

He just stares at her. Her formal nightgown, her sleeping
headband.

                    JOE
          But I was thirteen years old.

                    GRACIE
          Don't give me that.

                       JOE
          But I was.

He shakes his head, confused, trying to work it all out.

                    GRACIE
          I don't care how old you were. Who
          was in charge?

                       JOE
          What?

                                                  (CONTINUED)
                                                         85.


                    GRACIE
          Who was the boss? Who was in
          charge? Who was in charge?

                    JOE
          I'm trying to talk about something--

She starts rubbing his back again but he will not be
placated.

                                              JOE (CONT'D)
            GRACIE
I think because of this          But you're not even listening
movie, it's dredging up all      to what I'm-- It's not that!
this old stuff, driving          It's not about the fucking
Elizabeth around in your car--   movie!

She whips her arms away and crosses them.

                    GRACIE (CONT'D)
          You know I've been very sympathetic
          but you're starting to upset me.

                    JOE
          You have not been sympathetic. Why
          can't we talk about it? If we're
          really as in love as we say, if we
          have that... rare--
              (his throat breaks)
          -- Shouldn't I be able to talk
          about this with you?

Sudden silence.

                    GRACIE
          "If we're really as in love as we
          say"?

                    JOE
          You know what I mean! Gracie. I'm
          begging you. I need you to help me.
          Please.

Her arms stay firmly crossed and she looks past him at the
wall.

                    GRACIE
          "If we're really as in love as we
          say"... It's graduation.

She brushes past him.

                    GRACIE (CONT'D)
          I'm taking a shower.


                                                   (CONTINUED)
                                                              86.


      She leaves. He sits, unmoving.

A70                                                               A70
      EXT. ATHERTON-YOO HOUSE - NIGHT

      Dark from the front, a shimmer of black trees.

70                                                                70
      INT. INN-- NIGHT

      Elizabeth sits facing the mirror (the camera).

      She's transformed. Her voice, her rhythm. The look in her
      eye. She channels Gracie.

                          ELIZABETH
                My love. After you left tonight I
                thought about the kind of life we
                could have if things were
                different. If I had been born
                later, or you long ago. But who
                knows what we'd be like then, or
                where? Or what tragedies we'd have
                had to face, or what bad luck along
                the way. This isn't ever what I
                would have wanted, but I'm so
                grateful that our paths have led us
                to this road, no matter what the
                cost. I think about you all the
                time. And the feeling that I get
                when we look each other in the eye.
                Do you feel that too? I know that
                you don't have much to compare it
                to but let me assure you that it's
                rare. I've gone my whole life
                without it, and now that I've found
                it, I can't imagine going back. And
                pretending. Sometimes I wish we
                hadn't met. Or, you hadn't gotten a
                job at the pet shop at least.
                Because I know that our lives will
                be forever changed because of this,
                no matter how it turns out. I know
                that my husband and my children, oh
                God... This will affect them too.
                My hope is that we can keep our
                secrets until at least there's no
                danger from the law. Maybe by then
                I'll have enough time to end things
                cleanly, and make sure my children
                know that I love them. Maybe by
                then we'll have figured out what to
                say. When this first started, I
                didn't know what to think.
                          (MORE)

                                                        (CONTINUED)
                                                                87.
                         ELIZABETH (CONT'D)
               I knew we had crossed a line, and I
               felt in my heart we would cross it
               again. But now, I think I've lost
               track of where the line is. Who
               even draws these lines? All I know
               is that I love you, and you love
               me. And you gave me so much
               pleasure tonight. I hope I did the
               same for you. I'll see you on
               Saturday. Please burn this, you
               know what could happen to me if it
               were ever found. Your Gracie.

71                                                                71
     INT. DEN-- DAWN

     The sun is just rising out the window. A few dozen
     chrysalides (green pods with butterflies inside) hang from
     the tops of the cages. Each has a delicate rim of glowing,
     metallic gold.

     One in the corner is the furthest along. It starts to shiver.

     Gracie, soft in the background, moves from room to room,
     packing things.

     From the bottom of the chrysalides, a monarch butterfly
     starts to nibble his way out, leaving the clear shell behind
     him like dead skin.

72                                                                72
     EXT. THE WOODS-- A BIT LATER

     Gracie, in full hunting gear, with a rifle at her back.

     The sun is still low in the sky. She heads out into the
     woods.

     She whistles and her large spaniels follow her.

73                                                                73
     INT. ATHERTON-YOO BEDROOM-- MORNING

     Joe wakes up suddenly, surprised how bright it is. It's a few
     hours later and the room feels yellow and hot. He's still in
     his clothes, on top of the blankets. Gracie is gone.

     He sits up and sighs, takes it in.
                                                               88.

74                                                               74
     INT. KITCHEN-- A BIT LATER

     Joe, alone in the kitchen, prepares a pancake breakfast for
     five. As he brings the plates to the counter he notices
     movement in the cages in the den.

75                                                               75
     INT. DEN-- CONTINUOUS

     The one hatched butterfly flitters around the green pods. Joe
     bends down to meet him.

                         JOE
               Oh, hi.

     He unzips the cage, and puts his finger inside. The butterfly
     hops on.

76                                                               76
     INT. KITCHEN-- CONTINUOUS

     Joe walks slowly with the butterfly perched on his hand. He
     goes over to the window and carefully opens it.

     He reaches his hand outside, feels the wind.

     And just like that, it's gone. Simple as that.

                         MARY (O.S.)
               Hey.

     Mary's in the doorway in the sweet, but childish, white
     dress.

                         JOE
               Wow, you look so great.

                         MARY
               Thanks.

                         JOE
               Are you hungry?

                         MARY
               No.

     She sees the plates of pancakes.

                         MARY (CONT'D)
               Maybe coffee?

                         JOE
               Coffee. That's new.


                                                       (CONTINUED)
                                                             89.


     She shrugs, he gives her a mug. Honor and Charlie join them,
     both tired but basically ready.

     Honor wears a short halter dress with frayed hem.

                         JOE (CONT'D)
               Look at you.

                         HONOR
               Mom's gonna hate it.

     He pours them all coffee. They sit at the counter.

                            JOE
               Big day.

                         CHARLIE
               Yeah, it is.

                         MARY
               What time is it?

                         JOE
                   (checking his phone)
               Uh... We have... We should leave in
               twenty, twenty-five minutes? I'll
               just run up and get changed.

     He takes a minute to look at his children. Still young of
     course, but grown.

     He tops off each of their coffee mugs with ceremony.

                         MARY
               Where's mom?

                         JOE
               I don't know honestly. Maybe she
               said she had a beauty parlor
               appointment.

77                                                                77
     EXT. THE WOODS-- DAY

     Gracie and her dogs continue their walk through the woods.

     Suddenly, they all freeze. Gracie finds herself locking eyes
     with a small RED FOX, who is clearly rabid.

     He slinks slowly towards her-- hissing, twitching, furious.

     She stares back at him, blankly at first, but her expression
     gives way to an overwhelming sympathy and despair.
                                                                90.

78                                                                78
     INT. JOE'S CAR-- MORNING

     Joe pulls up to the high school with his three children in
     the car. Charlie and Mary are in bright red robes. Joe looks
     nice in his suit.

                         JOE
               Why don't you guys get out here.
               I'll park and find your mom.

     The three of them hop out. He smiles at them, adoringly.
     Watching them walk up to the entrance, folding into the
     groups of kids.

     He sits in the driver's seat watching them go.

79                                                                79
     EXT. FOOTBALL FIELD-- DAY

     The twins and their classmates wear robes and hats the color
     of blood.

                         VALEDICTORIAN
               ...And to my fellow graduates, of
               the class of `15 -- go Sharks --
               while it hasn't always been smooth
               sailing, I know that our futures
               are bright.

     The audience claps, as the PRINCIPAL approaches the podium.

                         PRINCIPAL
               Thank you, Casey. And with that, I
               present to you the graduating class
               of Wilson Healy High School...

     His assistant principals stand ready with ribboned diplomas.

                         PRINCIPAL (CONT'D)
               Madison Diane Aldrich... Sara Kay
               Alread... John Christopher
               Anderson... Charles Brennan
               Atherton-Yoo... Mary Jinae Atherton-
               Yoo... Paul Daves Atkins... Connor
               Reginald Atwood...

     The kids walk across the stage as their names are called.
     Charlie and Mary back-to-back. The crowd cheers.

     Gracie, filming with her phone among all the families, sits
     between Rhonda and an empty chair. Joe Sr. sits on the aisle
     with his cane and Honor sits with friends, cheering on her
     brother and sister.


                                                       (CONTINUED)
                                                                91.


                         PRINCIPAL (CONT'D)
               Congratulations to the class of
               2015!

     The class throws their red-orange hats into the air! There
     are so many of them, a swarm.

     Through the confetti of hats, we spot Joe, standing off
     beyond the bleachers.

80                                                                80
     EXT. FOOTBALL FIELD-- A BIT LATER

     We follow Gracie, dressed in white, stomping confidently into
     the crowd.

     It's clear that a lot of people are whispering about her. But
     she holds her head high behind her dark round glasses.
     Ignores it all.

     The sea of crowd parts in her wake, as she comes face to face
     with Elizabeth, also in white.

     Elizabeth feels different. A confidence. Gracie's equal for
     the first time.

                         GRACIE
               That was beautiful, wasn't it?

                         ELIZABETH
               It was.

     They see Mary and Charlie off with their friends.

                         ELIZABETH (CONT'D)
               I'm heading to the airport now.

                         GRACIE
               Probably for the best.

     Gracie looks at her closely. Seems to see, somehow, what
     happened.

                         GRACIE (CONT'D)
               I wonder if any of this will really
               have mattered for your movie.

                         ELIZABETH
               I think it will.

                         GRACIE
               You understand me?



                                                         (CONTINUED)
                                                               92.


                         ELIZABETH
               I do.

     Gracie cocks her head skeptically.

                         GRACIE
               I hope you didn't think that
               disgusting brother thing was real.

                         ELIZABETH
               What?

                         GRACIE
               Disgusting. I don't know what he's
               trying to do, telling you these
               things.

     Elizabeth is in disbelief.

                         ELIZABETH
               He told you?

                         GRACIE
               I talk to Georgie every day.

     She turns forward, surveying the land like an army general.

                         GRACIE (CONT'D)
               Insecure people... They're very
               dangerous. Aren't they.

     Elizabeth stares at her but she doesn't look back.

                         GRACIE (CONT'D)
               I am secure. Make sure you put that
               in there.

     She marches off, her tiny frame absorbed into the red-robed
     crowd.

     Elizabeth watches, with no other choice.

81                                                                81
     INT. SOUNDSTAGE-- DAY OR NIGHT

     As if watching dailies, we see the following scene over and
     over. Unmotivated HAND-HELD. Raw, with the clapper and fuck-
     ups.

     The set is an earnest replica of the pet shop stockroom of
     Henderson Pets.

     Elizabeth, as Gracie, sits next to a YOUNG ACTOR, as Joe.


                                                          (CONTINUED)
                                                        93.


The costumes are a little broad. "Gracie" holds a striking,
medium-sized snake.

                      ROBERTO (O.S.)
          Action!

                    "GRACIE"
          Are you scared?

                      "JOE"
          No.

                    "GRACIE"
          It's okay to be scared.

                      "JOE"
          I'm not.

                    "GRACIE"
          She won't bite.

                    "JOE"
          How do you know?

                    "GRACIE"
          She's not that kind of snake.

He takes the snake from her, their hands intertwined.

                    ROBERTO (O.S.)
          Keep rolling, take it from the top.

And they do. Over and over and over.

                    ROBERTO (O.S.) (CONT'D)
          I think we got it.

Elizabeth sits up, out of character, pleading on her knees.

                    ELIZABETH
          Wait-- can we try it again? For me?

                      ROBERTO (O.S.)
          Lizzie...

                    ELIZABETH
          Just one more. Please. We almost
          have it right.



                      THE END

May December



Writers :   Samy Burch  Alex Mechanik
Genres :   Comedy  Drama


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