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                                         ACT ONE

               FADE IN:

           1   EXT. BUSY CITY STREET -- DAY

               The beautiful Spring day reveals a busy street filled with 
               pedestrians, each a member of the proverbial rat race of 
               life.  Everyone in a hurry to someplace other than here.

               ANGLE ON

               the curb, where a yellow CAB quickly pulls up.  Without 
               hesitation the rear door opens and out steps a BUSINESSMAN, 
               briefcase and all.

               Revealing only his lower legs, we follow this man on his 
               journey as he makes his way down the busy sidewalk towards 
               an unknown building entrance.

               Noticeably we hear what could only be a bell ringing as SANTA 
               becomes visible standing at the entrance to the building.

               Reaching into his pocket, he fumbles for some change and 
               then gracefully throws it into SANTA'S BUCKET as the door to 
               the building opens and our businessman walks though.

                                                                    CUT TO:

           2   INT. BUILDING -- CONTINUOUS

               As the sounds of people echo through this giant building, 
               our businessman continues on his journey.  It is slowly 
               becoming more obvious where we are.  Most people are carrying 
               or pulling luggage behind them.  The distinct echo tells us 
               we are inside a subway or train station.

               As our businessman continues making his way through the train 
               station we come to the impassable passage that keeps our 
               protagonist from his goal, stairs, stairs full of people 
               both coming and going.  But this doesn't cause our man to 
               hesitate more than just a moment before he does what any 
               great hero would do in this situation.

               With great ease, our protagonist hops on the brass railing 
               and slides to the bottom.  

                                     LADY ON STAIRS
                         Hey!

               Causing a few remarks, our businessman lands flat footed and 
               continues on his way.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 2. 
                                           Copyright  2002                       




               Reaching the last obstacle in his way he pushes his way 
               through a closed door.

                                                                    CUT TO:

           3   EXT. TRAIN STATION - GATE 4 -- CONTINUOUS

               As our businessman heads toward his destiny, we notice a 
               once busy train station begin to thin out.  

               OVER THE LOUD SPEAKER WE HEAR

                                     ARNIE - STATION ATTENDANT (O.S.)
                         "Last call, final boarding Amtrak 
                         #316 to Boston leaving gate number 
                         4."

               CAMERA PULLS BACK

               Getting closer and closer to the train car we see the last 
               of the crowd duck into other cars or inside the train station.  
               Until at last our protagonist steps up into the car, bumping 
               into a young woman who is headed out of the car.

               ANGLE ON

               A virtually empty gate, only the last few stragglers are 
               seen climbing aboard.  Then from the car that our businessman 
               climbed aboard, a head pears out, COURTNEY WILLIAMS, a 
               beautiful twenty-something woman, looking around as if scared 
               to face what lies ahead.  

               Seeing nobody to the left or right, she steps out onto the 
               platform.  She carries only one beat up leather shoulder 
               bag, something of an heirloom so it seems.

               She only takes a couple of steps before looking at her watch 
               then up at a giant clock that extends out from the building, 
               just above her head.  

               The old hands of the clock read 5:15.

               Courtney hesitates for a moment before she enters into the 
               train station.

                                                                    CUT TO:

           4   INT. TRAIN STATION -- CONTINUOUS

               - ESTABLISHING - 

               As Courtney enters the Train Station we notice the fact that 
               the place is virtually empty. There are, however, a few people 
               like the man emptying a trash can and a man at the pay phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 3. 
                                           Copyright  2002                       




               Although it has only been a few minutes, she double checks 
               her watch, looking around again, she spots the doors to the 
               front of the building.  Walking over to the doors, she peers 
               out.

                                                                    CUT TO:

           5   EXT. TRAIN STATION - FRONT OF, -- CONTINUOUS 

               Courtney peers out to where only minutes ago hundreds of 
               people were walking, but the only person here now is a Santa 
               Clause standing next to a Salvation Army bucket ringing his 
               bell.

               Courtney looks very surprised to see Santa standing around 
               here.  Both acknowledge each other with the tip of a head as 
               she slowly backs inside.

               ANGLE ON

               the door closes

                                                                    CUT TO:

           6   EXT. CONNOR JACKOBSEN MANSION -- EVENING

               ANGLE ON

               The door to a jet black limousine is opened

               ANGLE PULLS BACK

               to show WILLIAM the Chauffeur opening the door.  Out steps 
               CONNOR JACKOBSEN, dressed in a hideous orange and blue outfit, 
               something that we might see on a LA Rapper.  There are traces 
               of red, white, and blue paint on his face and in his hair.  
               Although he looks like an idiot, Connor is a very handsome 
               31 year old man who carries himself extremely well.

                                     CONNOR
                         Thank you William, 
                              (beat, almost an 
                              afterthought)
                         Sarah will be picking me up this 
                         evening,  
                              (beat)
                         why don't you take the rest of the 
                         evening off.

                                     WILLIAM
                         Yes Sir.  Thank you Sir
                              (beat)
                         I do enjoy your new clothes Sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 4. 
                                           Copyright  2002                       




               Connor almost responds as if he had forgotten the hideous 
               outfit he dons. 

                                     CONNOR
                         Good Evening William.

                                     WILLIAM
                              (smiling)
                         Yes Sir.

               Connor walks in the front door of his mansion.

                                                                    CUT TO:

           7   INT. CONNOR JACKOBSEN MANSION -- CONTINUOUS

               - ESTABLISHING -

               Inside the front door we now see that this is truly a mansion.  
               Everything about the surroundings tells us that someone very 
               wealthy lives here.  

               Connor is greeted by his butler whose name is ironically 
               enough BUTLER.  Butler is your standard english butler.  
               However, he is quite young, he is only 27 years old, a very 
               young looking 27 at that. 

               Butler looks Connor over very well. 

                                     BUTLER
                         Welcome home Sir.
                              (beat)
                         I heard about your misfortune, are 
                         you all right?

                                     CONNOR
                         Yes Butler I am fine,

               It is obvious at this point that Connor does not want to 
               discuss his situation.

               Butler helps him off with his jacket

                                     BUTLER
                         Should I put this in the coat closet 
                         with the rest of your coats Sir?

               Connor doesn't hesitate to answer

                                     CONNOR
                         BURN IT!

                                     BUTLER
                         Yes Sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 5. 
                                           Copyright  2002                       




               Butler neatly places the jacket over his forearm and follows 
               Connor down the hall. 

               Connor walks toward a pair of doors about 20'-25' away.

               At the end of the hall, in front of the doors, a large 
               secretaries desk sits perpendicular to the hallway.  Across 
               from the desk sits a leather couch and coffee table neatly 
               covered in business magazines.

               As Connor approaches the end of the hall we see BETTY, a 
               sixty something secretary, professionally dresses and spunky 
               as ever, sitting behind the perfectly kept desk.

                                     CONNOR
                         Good evening Betty,

                                     BETTY
                         Good..... 
                              (beat, after seeing 
                              Connor)
                         evening Mr. Jackobsen. 

                                     CONNOR
                              (Opening the doors)
                         Have the authorities called yet?

               Betty isn't sure what to do, should she ask what he's wearing?  
               or let it go? 

                                     BETTY
                         Yes Sir, they found your things just 
                         after you left.  I have arranged to 
                         have them delivered tomorrow morning.

               Connor enters his office. 

           8   INT. CONNOR JACKOBSEN MANSION, OFFICE -- CONTINUOUS

               - ESTABLISHING - 

               An elegant home office with all of the amenities.  Walls 
               lined with books, elegant paintings and a giant solid 
               cherrywood desk.

                                     CONNOR
                         Wonderful,
                              (beat)
                         did they find the laptop?

               Connor walks inside and sits down at his desk, pressing one 
               button his desktop computer hooks to the internet.

               Just behind Connor, Butler follows, as does Betty.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 6. 
                                           Copyright  2002                       




                                     BETTY
                         Yes Sir, I believe they did.

               Connor is a little startled by the two standing there. 

                                     CONNOR
                         Good, 
                              (beat)
                         that will be all Thank you.

               But Butler and Betty don't move.  They just stand there as 
               if there is more to be said.

               Realizing that neither has left. 

                                     CONNOR (CONT'D)
                         What?

               Betty looks at Butler, as if to say, "Well".

                                     BUTLER
                         Sir?

                                     CONNOR
                         Yes?

                                     BUTLER
                         I can't help but ask,
                              (beat)
                         Did the people who stole your things
                              (beat)
                         did they make you wear that ridiculous 
                         outfit Sir?

               Connor doesn't seem the slightest bit amused.

                                     CONNOR
                         That will be all.

                                     BUTLER
                              (smiling)
                         Yes Sir.

               Butler holds the door for Betty then closes both doors as 
               they exit the room.

                                     COMPUTER (O.S.)
                         You've Got Mail.

               Connor's attention is immediately focused on the Computer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 7. 
                                           Copyright  2002                       




               ANGLE ON

               the Computer screen which shows a full screen of em-ails.  
               We wait with anticipation as the mouse cursor moves down the 
               list to "SEATTLEGIRL07734 - Surprise, I'm coming to Salt 
               Lake City".  then click, and the mail opens.

               THE E-MAIL READS

               Subj:  Surprise, I'm coming to Salt Lake City

               From: Seattlegirl07734

               Hey You,

               I know that this is short notice, but I have decided to come 
               to Salt Lake for Easter/Spring Break.  I know you won't get 
               this until Friday, when you come home from your trip, But I 
               won't arrive until around 5 o'clock on Easter Eve.  I am 
               leaving now to the Train Station.  It is a long trip via 
               Train, so I'll have a long time to think of what to say when 
               I get there.

               I hope that you are still okay with me coming.

               Love,

               Seattle.

                                     CONNOR (O.S.)
                         I know that this is short notice, 
                         but I've decided to come to Salt 
                         Lake for Easter.  I know you won't 
                         get this until Friday, when you come 
                         home from your Trip, But I will not 
                         be arriving until around 5:00 on 
                         Easter Eve.

               Connor immediately looks at his watch.

               ANGLE ON

               the watch to see that it is almost 6:00 p.m.

                                     CONNOR (CONT'D)
                              (yelling, standing up)
                         Betty!

               Connor picks up a very slim cordless headset and places it 
               on the right side of his head, then phone and dials (411) 
               information on the base unit, as Betty enters the office.

                                     BUTLER
                         Yes Sir?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 8. 
                                           Copyright  2002                       




                                     CONNOR
                         I need William to pick someone up at 
                         the Train Station immediately.

                                     BUTLER
                         But Sir, you gave Mr. William the 
                         night off.

               Connor had forgotten in the heat of the moment and cringes 
               at the terrible chain of events that just don't seem to end.  

                                     CONNOR
                              (holding his right 
                              hand up)
                         Yes, could you please connect me to 
                         the Salt Lake City Train Station?

               Connor, covers the receiver and addresses Betty again.

                                     CONNOR (CONT'D)
                         That will be all, 
                              (beat)
                         But would you please inform me when 
                         Sarah arrives?

                                     BETTY
                         Yes Sir.

               Connor once again begins speaking into the phone.  Betty 
               exits the room.

                                     CONNOR
                         Yes, could you please tell me if the 
                         Train from Seattle Washington has 
                         arrived yet?
                              (beat, relieved)
                         Great, when should it be arriving?
                              (beat)
                         What, in the morning, are you sure?
                              (beat with a sigh of 
                              relief)
                         Thank You.

               Connor now sinks down into his chair.  Reaching forward he 
               presses a button on the base unit, hanging up the phone.

               As Connor removes the headset from his head.  A "ring" blares 
               from the desk phone.

                                     BETTY (O.S.)
                              (over desk phone)
                         Mr. Jackobsen, there is a Bartlett 
                         Nelson here to see you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                        Written By J.Daniel Nell            PG 9. 
                                           Copyright  2002                       




               Connor just can't seem to get a break today.  But this is 
               something he has some control over.

                                     CONNOR
                         Betty, would you please inform Mr. 
                         Nelson that I will back in the office 
                         after the holiday.  During normal 
                         business hours, but he should make 
                         an appointment as I am a very busy 
                         man.

                                     BETTY (O.S.)
                         Yes sir I will let him know.

               Not more than a few seconds go by before the door swings 
               open, revealing BARTLETT NELSON.

               Bartlett is a baby-boomer in every sense of the word.  Dressed 
               in a dark blue five-thousand dollar suit, solid gold wrist 
               watch and an attitude that would intimidate a mafia boss, 
               Bartlett strolls into the office.

                                     BARTLETT
                         Nice office,
                              (beat, walking over 
                              to the window)
                         Although there isn't much of a view, 
                         how do you do it?

               Betty rushes into the office.  Looking at Connor she shrugs 
               her shoulders.  Connor just nods his head and Betty closes 
               the door as she leave, but not without giving a good scowl 
               to Bartlett.

                                     CONNOR
                         What's that?

               Bartlett has yet to look at Connor, so when he does look 
               over, he can't quite compute why Connor is dressed the way 
               he is.  So he just ingnores it, but not without a slight 
               hesitation. 

                                     BARTLETT
                         Work in this small office with no 
                         view?
                              (beat)
                         I finally took over the top floor of 
                         the Edmund building and still I can't 
                         seem to get a perfect view.

                                     CONNOR
                         I have to get ready for a benefit 
                         dinner, I don't have time right now.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 10. 
                                           Copyright  2002                       




               Bartlett turns around with one eyebrow cocked, as if he is a 
               little surprised by Connor's tone.

                                     BARTLETT
                         I brought you the final numbers.
                              (reaching into inside 
                              jacket pocket)
                         I don't want there to be any snags.

               Bartlett throws the folded papers down on the table in front 
               of Connor then sits down.

               Connor hesitates, but picks them up and begins to thumb 
               through them.

                                     BARTLETT (CONT'D)
                              (Still looking out 
                              the window)
                         Most of the numbers haven't changed, 
                         any that have are highlighted.

               Connor looks up at Bartlett for a moment then continues to 
               look through the papers 

                                     BARTLETT (CONT'D)
                         So are we on for Wednesday?

               Connor flips the last few pages then sets the papers down.

                                     CONNOR
                         I will forward this to Marty and he 
                         should get back with you the first 
                         of the week.

               Bartlett smiles as if to keep from blowing up.

                                     BARTLETT
                              (very condescending)
                         Connor, I didn't drive all way down 
                         her to see your nice little office. 
                         I came down here to finalize this 
                         matter.
                              (beat)
                         Now I'm not going to wait two days 
                         for your Harvard Attorney to look at 
                         numbers even a child could figure 
                         out.

               A "ring" blares from the desk phone.

                                     BETTY (O.S.)
                         Mr. Jackobsen, Sarah has arrived.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 11. 
                                           Copyright  2002                       




               It is obvious that Connor is using this interuption to it's 
               fullest.  

                                     CONNOR
                         Thank you Betty, send her in please.
                              (standing up, to Bartt)
                         excuse me for just a moment.

               As the door opens, SARAH, a 39-year-old woman dressed in a 
               beautiful black formal dress enters the room.  She is equally 
               as attractive as Connor.

                                     CONNOR (CONT'D)
                              (happily)
                         Sarah.

                                     SARAH
                         Connor? Your not wearing that tonight 
                         are you?
                              (noticing someone 
                              sitting in the chair)
                         I'm sorry I didn't realize you were 
                         with someone.

               From the look on Connor's face, he knows how exited Sarah 
               will be to find out who it is.

                                     BARTLETT
                         Sarah, 
                              (standing up)
                         Maybe you can talk some sense into 
                         your brother.

               Quite surprised to find out who is sitting in the chair, 
               Sarah responds.

                                     SARAH
                         Bartlett Nelson, 
                              (looking at Connor)
                         you should know better than that.

               Bartlett walk up to Sarah. 

               As Sarah extends her hand to shake, Bartlett grabs it and 
               very un-suave, kisses it.

               Sarah looks at Connor with question.

                                     BARTLETT
                         How many times have I told you to 
                         call me Bartt?

               As Sarah retrieves her hand,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 12. 
                                           Copyright  2002                       




                                     SARAH
                         How many times have I called you 
                         Bartlett?

                                     BARTLETT
                         Yeah,
                              (beat, changing the 
                              subject)
                         Connor and I were just finalizing 
                         some important business matters,
                              (beat)
                         You understand, man stuff!

               Sarah gracefully dodges the putdown, and heads for the door

                                     SARAH
                         Of course,
                              (as an afterthought)
                         Oh Bartt, I don't remember seeing 
                         the donation you promised the last 
                         time we spoke.

                                     BARTLETT
                         Oh yes? Well it seems as though 
                         Bartlett Jr.'s skiing accident has 
                         caused me a bloody fortune, I don't 
                         think I will be able to make that 
                         contribution after all.  

                                     SARAH
                         Well that's a misfortune. I hope he 
                         has a full recovery. 

                                     BARTLETT
                         Yeah well, I just hope it's knocked 
                         some sense into the boy. I'm tired 
                         of having a fool for a son.

                                     SARAH
                         As always Bartlett it's been.......
                              (searching for the 
                              right word)
                         Interesting to see you again.

               Bartlett just nods his head.

                                     CONNOR
                              (to Sarah)
                         I'll be right there.

               Sarah exit's the room closing the double doors behind her.  

               Connor walks back around his desk, but doesn't sit down.  
               Placing his finger on the intercom button,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 13. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                         Betty?

                                     BETTY (O.S.)
                         Yes Mr. Jackobsen?

                                     CONNOR
                         Could you please tell me when my 
                         meeting with ValueSoft is?

                                     BETTY (O.S.)
                         Wednesday, 9:30 at Valuesoft.

                                     CONNOR
                         Thank You Betty.
                              (beat, to Bartt)
                         We have a meeting scheduled on 
                         Wednesday, If anything changes I 
                         will call you then.

               Bartlett is undoubtedly angry.

                                     BARTLETT
                              (standing up)
                         Your getting this company at sixty 
                         cents on the dollar.  If this deal 
                         falls through on Wednesday.  I will 
                         not let it go for that again.

               As Bartlett begins to walk out.

                                     CONNOR
                         Valuesoft is selling for sixty cents 
                         on the dollar because that's all 
                         anyone is willing to pay for it, and 
                         last time I checked, I'm the only 
                         one knocking.
                              (beat)
                         So if your uncomfortable with my 
                         offer, I'll be more than happy to 
                         have our preliminary contract 
                         cancelled.
                              (beat)
                         Otherwise, I believe we are through.

               Bartlett didn't get to where he is by loosing control of 
               situations like this. 

                                     BARTLETT
                              (smiling as if they 
                              were best friends)
                         I would of sold Valuesoft for 10 
                         million less that you are paying me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 14. 
                                           Copyright  2002                       




               Bartlett turns and opens the door.

                                     CONNOR
                         Bartt!
                              (after Bartt turns 
                              around)
                         We'll see.

               Connor immediately looks down and leaves Bartt to second 
               guess what he meant.

               Bartt gives one last glare as he leaves the room and slams 
               the door behind himself.

               ANGLE ON

               Connor who now looks up.

                                                                    CUT TO:

           9   INT. CONNOR JACKOBSEN MANSION - MASTER BEDROOM -- MOMENTS 
               LATER

               - ESTABLISHING -

               Sarah sits on an elegant bed in a perfectly kept bedroom.  
               Except for the tuxedo laid out on the bed, we would not expect 
               that someone lived here.  

               Sarah is flipping through station after station on the 
               television as Connor walks in.  She doesn't even look at 
               him.

               Connor doesn't hesitate to head straight for the bathroom.  

                                     CONNOR
                         Hey Sis, I am going to take a quick 
                         shower before we go.

               Sarah just continues to flip through the stations.

                                     SARAH
                         Do you know how many stations you 
                         have on this television?

                                     CONNOR (O.S.)
                         Three Hundred and.......Seventy-Eight.

               Sarah looks towards the bathroom as the shower turns on and 
               we hear the shower door shut.

                                     SARAH
                         Why do you need 378 television 
                         stations?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 15. 
                                           Copyright  2002                       




                                     CONNOR
                         I don't, I don't even watch Television 
                         you know that.

                                     SARAH
                         Exactly, so why do you need 378 
                         stations?

                                     CONNOR
                         To keep you busy while I take a 
                         shower, 
                              (beat)
                         I had Butler call and order them 
                         just before you got here.

               Sarah looks a little confused.  But she's smarter than that.

                                     SARAH
                              (to herself)
                         Funny, very funny.

               Sarah just returns to flipping through stations and begins 
               to ramble about nothing.

                                     SARAH (CONT'D)
                         Do you know that I have found over 
                         30 stations that aren't even in 
                         English?  And at least 20 that have 
                         some person holding a bible preaching.  
                         One even said I could buy my salvation 
                         in twelve easy payments.  
                              (beat)
                         If only it were that easy.

               Sarah continues to flip through the stations as a moment 
               goes by. 

                                     CONNOR (O.S.)
                         Hey Sarah?  Could you run me to the 
                         Train Station tonight after the 
                         banquet? 

               This is the first time Sarah's main focus isn't the 
               television.  Again she looks a little confused.

                                     SARAH
                              (upset)
                         You're going to be gone on Easter?

                                     CONNOR (O.S.)
                         I'm picking someone up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 16. 
                                           Copyright  2002                       




                                     SARAH
                         Oh, 
                              (beat)
                         Anyone I know?

               The room stays quiet for a moment, then: 

                                     CONNOR (O.S.)
                         Remember that girl I told you about, 
                         from Seattle?

               It is obvious that Sarah approves 

                                     SARAH
                              (approving smile)
                         Yeah, of course.

                                     CONNOR
                         Well, she e-mailed me while I was in 
                         New York.  And because of the problems 
                         I had while I was there, I didn't 
                         get it until about 20 minutes ago,
                              (beat)
                         Her train arrives at 5:30 in the 
                         morning.

                                     SARAH
                         Why don't you have William pick her 
                         up?

                                     CONNOR
                         I gave him the night off before I 
                         knew she was coming.

                                     SARAH
                         Then why don't you just take the 
                         Mercedes?

                                     CONNOR (O.S.)
                         Because, you're using it.

                                     SARAH
                         Not at 5:30 in the morning I'm not.

               The shower turns off and the shower door opens and closes 
               again.

                                     CONNOR (O.S.)
                         Are you going to be using it tomorrow?

                                     SARAH
                         Only in the morning. Bob and the 
                         kids and I are going out to see his 
                         Parents.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 17. 
                                           Copyright  2002                       




               Connor pokes his head out the door.

                                     CONNOR
                         Then just drop me off at the Train 
                         Station on your way home tonight, 
                         I'll have Butler send William down 
                         in the morning.

                                     SARAH
                         Your going to sit around at a Train 
                         Station all night?

                                     CONNOR
                         Why not?  It will give me some time 
                         to myself.
                              (beat)
                         Could you hand me my tuxedo?

               Sarah gets up and grabs the tux, handing it to Connor.  Again 
               he disappears back into the bathroom.  Sarah leans against 
               the door casing.

                                     SARAH
                         Well I think your nuts, why don't 
                         you just come spend the night at our 
                         house and then you can take the car 
                         to pick her up?

                                     CONNOR (O.S.)
                         That would be fine, but I really 
                         just want to have some time to myself, 
                         is that okay?

                                     SARAH
                              (rolling her eyes, to 
                              herself)
                         Whatever you say little brother. 

               Sarah sits back down and again begins to flip through the 
               channels.

                                     SARAH (CONT'D)
                         So are you at least going to tell me 
                         what that getup was you were wearing? 

               Just then Connor appears from the bathroom, dressed to kill.  
               Everything is perfect.  Sarah is proud of her younger brother.  
               Getting up she helps him straighten his tie.

                                     SARAH (CONT'D)
                         Mom and Dad would have been so proud 
                         of you. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 18. 
                                           Copyright  2002                       




                                     CONNOR
                              (smiling)
                         They are proud,  
                              (beat, emphisizing)
                         of us both.

               A tear comes to Sarah's eye.  She looks deep into Connor's 
               eyes.

                                     SARAH
                         Thank you.  Thank you for tonight, 
                         thank you for everything.

                                     CONNOR
                         Thank me when we find a cure, until 
                         then, it's only money.
                              (beat, sincerely)
                         And we will find a cure. 

               Sarah smiles and hugs Connor.

                                     SARAH
                         I love you so much.

                                     CONNOR
                         I love you too Sis.
                              (beat)
                         and as much as I am enjoying this 
                         moment, we'd better go or we're going 
                         to be late.
                              (beat)
                         C'mon 

               Both smile as they leave the room.

                                     SARAH
                         So, 
                              (beat)
                         what was that you were you wearing?

               Connor shakes his head as they disappear around the corner. 

                                     CONNOR (O.S.)
                         I'll tell you in the car. 

                                                                    CUT TO:

          10   INT. TRAIN STATION -- LATER

               Courtney is sitting on a bench inside the train station.  It 
               is pretty obvious that she is sleeping.  This is one of those 
               moments that we all try to avoid; Her head has fallen back, 
               while her mouth is wide open; to top it all off, she is 
               snoring.  There is a book on her lap, open to page 78.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 19. 
                                           Copyright  2002                       




                                     ARNIE - STATION ATTENDANT
                         Ma'am.....
                              (tapping her on the 
                              shoulder)
                         Ma'am?

               Courtney wakes from her slumber, opens her eyes so that she 
               is looking directly at the ceiling.

               The moment of realization comes.  The question is "Has she 
               been drooling?"  Immediately she lifts he head upright and 
               wipes her mouth.  She is relieved to find she is in the clear. 

                                     ARNIE - STATION ATTENDANT (CONT'D)
                         Ma'am?

               She is a little startled by ARNIE, the station attendant (a 
               grouchy elderly man).  She looks up to see him standing over 
               her.

                                     ARNIE - STATION ATTENDANT (CONT'D)
                         Ma'am, we don't allow sleeping on 
                         the benches.

               Courtney is a little distraught.

                                     COURTNEY
                         I'm sorry I must have fallen asleep. 
                         .. I was just reading.

                                     ARNIE - STATION ATTENDANT
                         Yes Ma'am, but there is no sleeping 
                         here.

                                     COURTNEY
                         I'm just waiting for a ride.

                                     ARNIE - STATION ATTENDANT
                         Then I suggest you wait in the Coffee 
                         shop, or we have pay phones right 
                         over there, you can call a cab.

               Still suffering from a cloudy head, she thinks for a moment 
               then responds. 

                                     COURTNEY
                         Are their any Hotels close by?

                                     ARNIE - STATION ATTENDANT
                         Yes Ma'am, you can call a cab and 
                         they will take you to any number of 
                         hotels in the area.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 20. 
                                           Copyright  2002                       




               Giving him a "what's wrong with you look", she grabs her bag 
               and gets up.  Pausing before she walks away,

                                     COURTNEY
                         Have you worked here long?

                                     ARNIE - STATION ATTENDANT
                         Yes Ma'am, I've been in this Train 
                         Station over 35 years.

                                     COURTNEY
                         Well Quasimodo, you ought to try and 
                         get out once in a while.

               Courtney turns and heads towards the Cafe, while Quasimodo 
               tries to figure out what she has just said, he just stares 
               cluelessly for a moment then returns to the ticket counter.

                                                                    CUT TO:

          11   INT. TRAIN STATION CAFE -- CONTINUOUS

               - ESTABLISHING - 

               A nice brightly-lit coffee shop, in a 50's Coca-Cola decor.  
               The shop is empty except for FRANK MONTGOMERY, the owner,  
               although his name tag simply says "FRANK".  

               Frank is a Black man in his early 60's,  dressed in a 50's 
               coffee shop uniform.  Frank wipes down the counter and tidies 
               up the place.

               As Courtney enters Frank greets her.

                                     FRANK
                         Welcome to the Train Station Cafe.

               Courtney is pleasantly surprised by the contrast of 
               personalities from the station attendant.  She smiles, but 
               is still trying to completely wake up.

               Sitting down at the bar, she places her bag on the stool 
               next to her. 

                                     COURTNEY
                              (smiling)
                         Thank You.

                                     FRANK
                         Would you like a cup of Joe to help 
                         wake ya up some?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 21. 
                                           Copyright  2002                       




               Courtney is so comfortable in her surroundings and thoroughly 
               enjoys Frank's personality. But she didn't get her figure by 
               drinking coffee.

                                     COURTNEY
                         Um,
                              (beat)
                         How about a glass of Ice Water? 

               Frank grabs a cup from under the counter and pours a glass 
               of water from a nearby pitcher.

                                     FRANK
                         Are you new in town? 

                                     COURTNEY
                         Yeah, I was suppose to be picked up
                              (looking at her watch, 
                              she becomes 
                              embarrassed)
                         5 hours ago.

                                     FRANK
                         You're from Boston? 

                                     COURTNEY
                              (how does he know so 
                              much about her)
                         Yeah, I'm going to school there.

                                     FRANK
                         The Boston Train comes in every 
                         Saturday night at 5:15
                              (beat)
                         So is he just late, or do you think 
                         he forgot?

               Courtney looks curiously at Frank.  Perhaps Frank just knows 
               people, or maybe she shows the disappointment of being stood 
               up at a train station.

                                     COURTNEY
                              (cautious question)
                         I didn't say it was a he.

                                     FRANK
                              (smiles)
                         You didn't have to.

               She thinks for a moment, because she doesn't really know the 
               answer.

                                     COURTNEY
                         I'm not sure.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 22. 
                                           Copyright  2002                       




                                     FRANK
                         You did try calling him didn't you?  
                         There are pay phones just inside the 
                         Station.

                                     COURTNEY
                         No I haven't tried.

                                     FRANK
                         Well here,
                              (Frank grabs the phone 
                              under the counter)
                         This won't cost you two bits.

               Frank is truly a sweet spirit.  He's just happy to help out 
               anyway he can.  He's also a straight shooter. 

                                     COURTNEY
                         Oh? Thanks, 
                              (beat)
                         But I don't have his number.

                                     FRANK
                              (reaching under the 
                              counter again)
                         Well, here's a phone book.

               Frank slides the phone book in front of Courtney.  

               She looks at the phone book for a moment then gets very 
               embarrassed and puts her head down.  Frank is a little 
               confused and worried.

                                     FRANK (CONT'D)
                         Are you all right? 

                                     COURTNEY
                         I don't know his name.

                                     FRANK
                         You don't know his name?

                                     COURTNEY
                         No,
                              (beat)
                         I met him on-line, 
                              (beat)
                         I only know his Screen Name, 
                         Shakespeare?

                                     FRANK
                         On-Line?  You mean you met him on 
                         the train line?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 23. 
                                           Copyright  2002                       




               Again she gets embarrassed 

                                     COURTNEY
                         No, on the Computer.

               Suddenly Frank understands....

                                     FRANK
                         Oh... So Shakespeare is the name he 
                         goes by on the Computer?
                              (beat)
                         Well, I just don't understand you 
                         kids these days. 

                                     COURTNEY
                         I know, it's crazy.

                                     FRANK
                         But you're crazy about the guy?

                                     COURTNEY
                         I don't know.  I just wanted to spend 
                         the Spring Break with someone special.  
                         I thought we might of had something.

                                     FRANK
                         How long have you known 
                         this.....Shakespeare?

                                     COURTNEY
                         Nine months.

                                     FRANK
                         You can get to know a lot about 
                         someone in Nine months.
                              (beat)
                         Like his name, maybe his phone number, 
                         or if he would pick you up at the 
                         train station when you come to town.

               Courtney looks at Frank who is smiling and she to begins to 
               smile.

                                     COURTNEY
                         Frank, Do you have any food around 
                         here?

                                     FRANK
                         Anything on the menu you want.

                                     COURTNEY
                         Do you have BLT's?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 24. 
                                           Copyright  2002                       




                                     FRANK
                         Coming right up.

                                     COURTNEY
                         Extra mayonnaise?

                                     FRANK
                              (smiling)
                         I think I can arrange that. 

               Frank walks behind a wall to the kitchen area and begins to 
               cook, while Courtney lays her head on the counter top looking 
               out into the Train Station.

               It's only a moment before someone comes through the doors 
               into the Train Station, catching Courtney's attention.  The 
               bell from SANTA can be heard still ringing.

               P.O.V

               Courtney watches: 

               Connor who has just entered the Train Station, wearing his 
               tuxedo.  Connor is looking strangely back out the door.  He 
               only walks in a few steps before stopping and looking around.

               ANGLE ON

               Courtney who sits in anticipation, a small smile begins to 
               appear as she watches Connor.

               P.O.V.

               Courtney watches: 

               Sarah who has just also entered into the Train Station, 
               carrying a nylon Computer bag, she too looks behind her as 
               she enters.  She walks over to Connor, speaking with him 
               shortly and handing him the bag.  She then leans forward and 
               hugs him and then kisses him gently.  Sarah then leaves

               ANGEL ON

               Courtney who sinks down onto the stool.

                                     FRANK (CONT'D)
                         Not our guy?

               Courtney just shakes her head in disappointment.  While Frank 
               grins in his wisdom. Frank has lived many years and knows 
               that things always work out in the end.

                                                                    CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 25. 
                                           Copyright  2002                       




                                      END OF ACT ONE
 
-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 26. 
                                           Copyright  2002                       




                                         ACT TWO

          12   INT. TRAIN STATION -- CONTINUOUS

               Connor turns back around to again decide where he is going 
               to go for the next 6 or 7 hrs.

               Connor walks over to the ticket counter, and places his bag 
               on the floor in front of the counter.  After looking around 
               and seeing no one is there, he stands for a moment before he 
               looks over the counter and into the back area.  Still not 
               seeing anyone, he looks around on top of the counter, maybe 
               a schedule is lying around, but instead he notices a bell on 
               the counter.

               At first he only rings it once.  But a moment goes by and no 
               one comes, so he rings it again, and again.  Then he finds 
               his rhythm.

               Ringing the bell to a beat, he begins to tap his foot, then 
               his head starts to bob up and down, then his eyes slowly 
               close as he is totally immersed in the moment.

               As good as it could sound, Connor has NO NATURAL RHYTHM, so 
               it sounds more like a monkey playing than a man.

               ANGLE ON

               Courtney who watches Connor make a total fool out of himself. 

               Suddenly it all stops as Arnie slams his hand over Connor's 
               causing one last loud muffled ring.

               ANGLE ON

                                     CONNOR
                              (startled)
                         Oh, there is someone here, sorry I 
                         get a little carried away sometimes.

               Arnie doesn't seem at all amused and just stares at Connor 
               with a blank face. 

                                     ARNIE - STATION ATTENDANT
                         See this sign?
                              (pointing to a sign)
                         It say's ring once for help.

                                     CONNOR
                         Ha, yes I do see that now.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 27. 
                                           Copyright  2002                       




                                     ARNIE - STATION ATTENDANT
                         It doesn't say ring twice, or even 
                         ring until someone comes.
                              (beat)
                         Do you know why that is?

                                     CONNOR
                              (smiling)
                         Because you want it only rang once, 
                              (seeing that this man 
                              has no sense of humor, 
                              he looses his smile)
                         and I'm truly sorry.

                                     ARNIE - STATION ATTENDANT
                         Well, what can I do for you?

                                     CONNOR
                         I'm supposed to pick someone up here 
                         at 5:30 from Seattle.

                                     ARNIE - STATION ATTENDANT
                              (straight-faced)
                         We don't have any trains come here 
                         from Seattle.

                                     CONNOR
                         No, I called and they told me it 
                         would be here at 5:30 from Seattle.

               Arnie points to a wall map of the West Coast, which shows 
               red lines connecting certain cities via Railways. 

                                     ARNIE - STATION ATTENDANT
                         See this map?  
                              (beat)
                         Here is Seattle, Here is Salt Lake 
                         City.  There are no railroad tracks 
                         between.

                                     CONNOR
                         So if someone wanted to go to Salt 
                         Lake from Seattle, is it possible?

                                     ARNIE - STATION ATTENDANT
                         Of course, but you must go through 
                         San Francisco.  See there are train 
                         tracks from Seattle to San Francisco, 
                         and from San Francisco to Salt Lake 
                         City.  So yes it is possible.

               Connor isn't sure if Arnie is trying to be difficult, or if 
               he is totally serious. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 28. 
                                           Copyright  2002                       




                                     CONNOR
                         Okay, so when does the train arrive 
                         from San Francisco?

                                     ARNIE - STATION ATTENDANT
                         5:30 AM at gate #2.

                                     CONNOR
                         Okay, Great
                              (beat)
                         You know, you probably ought to get 
                         out more often.

               Arnie just looks at Connor for a moment 

                                     ARNIE - STATION ATTENDANT
                         I get that a lot.

               Connor doesn't know how to respond, so he just changes the 
               subject.

                                     CONNOR
                         Is there some place I can get a cup 
                         of coffee?

               Arnie just points to the cafe.

                                     CONNOR (CONT'D)
                         Thanks...

               Connor picks up his bag and walks towards the cafe.

                                                                    CUT TO:

          13   INT. TRAIN STATION CAFE -- CONTINUOUS

               Courtney has been watching Connor, but quickly turns away 
               when Connor heads her direction, where Frank stands with her 
               BLT.

                                     FRANK
                         Here you are, a BLT with extra 
                         mayonnaise.

               A little startled she smiles at Frank as if he didn't know 
               what was going on. 

                                     COURTNEY
                         Thank you it looks delicious.

               Frank nods his head as Connor walks in.  Courtney pretends 
               not to notice him by eating her sandwich.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 29. 
                                           Copyright  2002                       




                                     FRANK
                         Welcome to the Train Station Cafe, 
                         can I get you something?

               Connor walks over to the bar, a stool or two away from 
               Courtney. 

                                     CONNOR
                         A glass of Orange Juice would be 
                         wonderful.

                                     FRANK
                         Coming right up. 

               Connor places the bag on the ground and takes a seat at the 
               bar.

                                     FRANK (CONT'D)
                         So where ya headed?

               Frank places a cup in front of Connor and fills it with Orange 
               Juice. 

                                     CONNOR
                         Oh...No... I'm not, I'm picking 
                         someone up.

                                     FRANK
                         On Easter Weekend?  Must be family?

                                     CONNOR
                              (after taking a swig)
                         Actually it's a friend, but she 
                         doesn't arrive for a few hours still.

                                     FRANK
                         Where's she coming from?

                                     CONNOR
                              (thinking for a moment)
                         A....San Francisco,

                                     FRANK
                         Oh the 5:30 Arrival?

                                     CONNOR
                              (surprised)
                         Yeah,
                              (beat, thinking)
                         Say, what's up with the man at the 
                         ticket counter?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 30. 
                                           Copyright  2002                       




                                     FRANK
                         Awe, Arnie, he's harmless.  He's an 
                         ornery old man, but he's harmless.

                                     CONNOR
                         He needs a vacation.

               Courtney laughs and this is the first time Connor looks 
               directly at her, although Courtney continues to mind her own 
               business, even if it's only superficially.  

                                     FRANK
                         Arnie's been working here since just 
                         before Rosie and I opened up this 
                         cafe.
                              (beat)
                         He hasn't missed a day of work since 
                         we've been here.
                              (beat)
                         come to think of it, he hasn't changed 
                         a bit since we've been here either.  
                              (beat)
                         It's kind of funny, people have always 
                         asked what is up with Arnie.
                              (beat)
                         him and BERNARD.

                                     COURTNEY
                         Who's Bernard?

                                     FRANK
                              (pointing outside)
                         The Santa Clause?

               Both Connor and Courtney turn and look out the window.  SANTA 
               is walking past the front of the Cafe, carrying his bucket 
               and bell.

                                     CONNOR
                         Rabbit suit at the dry cleaners?

                                     FRANK
                         Bernard use to be the janitor here,
                              (beat)
                         but when his knee began to start 
                         hurting him, they hired a new janitor 
                         and asked him to retire.  
                              (beat)
                         But they needed a Santa that year.
                              (beat)
                         that was two years ago.

                                     COURTNEY
                         Is he here every night?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 31. 
                                           Copyright  2002                       




                                     FRANK
                         No, no, no.  He just shows up here 
                         every couple of months, stays for 5 
                         or 6 hours then goes home.

                                     CONNOR
                         Does he ever get money?

                                     FRANK
                         Yeah, but he never empties the bucket 
                         until the salvation army comes to 
                         pick it up.
                              (beat)
                         Rosie use to take a couple of dollars 
                         out to him, just to make sure he 
                         knew someone didn't think he was 
                         crazy,
                              (beat)
                         But he's a few eggs shy of a dozen. 

                A moment goes by as Frank reminisces.

                                     COURTNEY
                         Frank?  Is your wife at home?

               This is the first time Connor and Courtney acknowledge each 
               other, while Frank continues to reminisce for a moment longer. 

                                     FRANK
                         No, she passed away a few months 
                         ago, 
                              (solemnly)
                         on Christmas Eve as a matter of fact.

                                     COURTNEY
                         Frank, I'm so sorry, I didn't know.

                                     FRANK
                         It's all right dear, I had 45 
                         wonderful years with her, 
                              (beat)
                         but I do miss her.

               A moment passes as Courtney beats herself up and Frank thinks 
               about his wife. 

                                     CONNOR
                         So Frank, why are you still here, 
                              (beat, clarifying)
                         this late on Easter Eve?

                                     FRANK
                         Because of Rosie, she would have 
                         wanted me to be here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 32. 
                                           Copyright  2002                       




                                     CONNOR
                         But on Easter Eve?

                                     FRANK
                         Especially on Easter Eve.
                              (beat)
                         You see, me and Rosie never could 
                         have children, Oh we tried to, but 
                         God had other plans for us.
                              (beat)
                         Rosie was always helping someone, 
                         giving to charities or feeding a man 
                         down on his luck, it was always 
                         something,
                              (beat)
                         But Easter and Christmas Eve was 
                         special, we didn't have no family to 
                         spent it with, so we stayed here all 
                         night.  Anyone who came in, we would 
                         give them whatever they wanted, on 
                         the house.
                              (beat)
                         the first few years, we would get 
                         people such as yourselves, traveling 
                         through or just waiting for a ride. 
                         But after a couple of years, people 
                         from the shelter would come down for 
                         a good meal.
                              (beat)
                         Then before we knew it, we were 
                         serving 300 people every Easter and 
                         Christmas Eve.  
                              (pauses and smiles)
                         Rosie loved it, she would talk to 
                         the families, and she even had Santa 
                         or the Easter Bunny come by the last 
                         couple of years with toys and candy 
                         for all of the children, and Blankets 
                         and Coats for everyone.  I have never 
                         seen her so happy.

                                     CONNOR
                         What happened?  Where is everyone 
                         tonight?

                                     -FRANK
                              (stern)
                         W. Bartlett Nelson is what happened.  
                              (beat)
                         Him buying this Train Station is 
                         what happened.

               Connor seems very intrigued by this statement. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 33. 
                                           Copyright  2002                       




                                     CONNOR
                         How is that?

                                     FRANK
                         18 months ago Mr. Nelson bought the 
                         train station from the city.  They 
                         were going to close it down and make 
                         it a historic building.
                              (beat)
                         just after he bought the place, he 
                         renovated it without the city's 
                         approval, 
                              (pointing)
                         putting a giant glass window in the 
                         front where he placed his restored 
                         1938 steel blue Rolls Royce Phantom 
                         Two.  
                              (beat)
                         Well, just after he had put the car 
                         there, he caught someone sleeping in 
                         it. After that Mr. Nelson would not 
                         let anyone in the building that was 
                         not here to utilize the Transportation 
                         System.
                              (beat)
                         So Rosie went to speak with him about 
                         that Christmas Eve.  She told him we 
                         would take responsibility for anything 
                         that might happen.  But he told her 
                         that if we tried to give food or 
                         anything else away he would be sure 
                         not to renew our lease the following 
                         year.

                                     CONNOR
                              (disbelieving sarcasm)
                         That sounds like Bartt.

                                     COURTNEY
                         You know this guy?

               It is obvious that she is totally disgusted by this man.

                                     CONNOR
                         I'm afraid so.

                                     COURTNEY
                         He sounds like a monster.

                                     CONNOR
                         A very rich monster.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 34. 
                                           Copyright  2002                       




                                     COURTNEY
                         So what happened last year, did you 
                         do it anyway?

                                     FRANK
                         Rosie would have loved to do it 
                         despite Mr. Nelson, 
                              (beat)
                         but we talked about it, and decided 
                         to prepare dinner and take it to the 
                         shelter instead.
                              (beat)
                         I spent all day cooking, while Rosie 
                         was out buying coats and blankets 
                         and toys.
                              (beat, trying to 
                              remember all of the 
                              detail)
                         We had planned on closing early, at 
                         6:00, but Rosie hadn't come back 
                         from the store, so I just kept working 
                         in the kitchen.
                              (beat)
                         it was about 7:00 when I heard the 
                         accident.  I ran out to see what had 
                         happened.

               Frank becomes very emotional.

                                     FRANK (CONT'D)
                         I saw our '72 Cadillac in the middle 
                         of the Station.  Glass everywhere.
                              (beat)
                         I ran to see if Rosie was okay, but 
                         when I got to her, she had already 
                         passed away.
                              (beat)
                         We didn't even get to say goodbye.

               Courtney walks around the counter to console Frank.  As she 
               approaches him, he just begins sobbing.

                                     FRANK (CONT'D)
                         I'm sorry Frank, I'm so sorry.

               Frank is indeed crying, but it is from laughter, when he 
               lifts his head, he is laughing hysterically.

               Courtney looks at Connor, but both are flabbergasted.

                                     CONNOR
                         Frank are you okay.
                              (beat)
                         Help him sit down.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 35. 
                                           Copyright  2002                       




                                     COURTNEY
                         Frank? 

               Courtney helps Frank sit on a stool behind the counter.  
               Frank takes a moment to compose himself before he continues.

                                     FRANK
                         When the coroner arrived I was told 
                         that she had had a Heart Attack. 
                         That she must have known something 
                         was wrong, and was trying to get 
                         here to get help.
                              (beat, smiling)
                         But I know that that wasn't the case.  
                         Rosie was a stubborn woman. She would 
                         have made it if she wanted, but I 
                         think that when she turned the corner 
                         to the Station, she saw Bartlett's 
                         1938 Steel Blue Rolls Royce through 
                         the giant window and made up her 
                         mind.

               Connor and Courtney are both dumbfounded at the premise.

                                     CONNOR
                         Did she hit the Rolls?

                                     FRANK
                         Oh yes,
                              (laughing)
                         The only thing Bartlett was able to 
                         save was the hood ornament, 
                              (sarcastically)
                         I hear he keeps it in a glass case 
                         on his desk at home.

                                     COURTNEY
                         Did anyone get hurt?

                                     FRANK
                         As you can see, not many people are 
                         around here on holiday weekends, but 
                         Bartlett Jr. had just finished 
                         reminding me that we were not to 
                         allow "Any Bums" on the property,
                              (beat)
                         Now I know Rosie would have never 
                         hit him on purpose.

               Frank shakes his head as he thinks about it. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 36. 
                                           Copyright  2002                       




                                     FRANK (CONT'D)
                         He even told the police he was just 
                         trying to stop the car from hitting 
                         the building

               Both Courtney and Connor laugh. 

                                     FRANK (CONT'D)
                         Two broken legs and a shattered hip 
                         is what he got, the kid's just lucky 
                         he's still walking.

                                     CONNOR
                         Is that what happened?  I was told 
                         it was a skiing accident.
                              (beat)
                         But for Bartt Jr., that makes a lot 
                         more sense.

               Connor thinks for a moment.

                                     CONNOR (CONT'D)
                         Now I saw the sign out front.  Are 
                         you closing the cafe in a few weeks?

                                     FRANK
                         Well, after what happened Mr. Nelson 
                         filed a law suit against me claiming 
                         I was responsible for knowing about 
                         Rosie's heart troubles.
                              (beat)
                         But it's just as well I'm getting 
                         too old for this.

               Who is Frank trying to kid?  He loves it and it's very 
               obvious.

                                     COURTNEY
                         So what will you do?

                                     FRANK
                         I'll probably end up down at the 
                         shelter.  I only have my Social 
                         Security now, that's not much money 
                         these days.

                                     CONNOR
                         You don't have anyplace else to go?

               Frank is not very comfortable standing around and talking, 
               so he keeps himself busy with anything and everything (i.e, 
               washing off the counter, cleaning spots off water glasses, 
               etc.)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 37. 
                                           Copyright  2002                       




                                     FRANK
                         In the last four months I have lost 
                         everything me and Rosie worked so 
                         hard for.
                              (beat)
                         When Mr. Nelson sued me for damages, 
                         I lost our house, our savings, our 
                         car, and I have to turn the cafe 
                         over to him on May 1st.  
                              (beat)
                         I would have been okay if they would 
                         just let me keep our house, it wasn't 
                         a lot, but I could have gotten by. 

                                     CONNOR
                         Don't you have insurance?

               Frank grabs the water pitcher and refills Courtney's cup, 
               then pulls out a cup for Connor and fills it with water.. 

                                     FRANK
                         Rosie handled all of that, I never 
                         was much for keeping records,
                              (beat)
                         I found out during the trial that 
                         she had canceled the insurance for 
                         the Cadillac.
                              (beat)
                         I remember discussing it, she only 
                         did it because we were going to get 
                         a new car right after Christmas,
                              (beat)
                         But then the accident happened.

               Connor ponders the facts at hand.  As he looks around:

                                     FRANK (CONT'D)
                              (to Courtney)
                         Of all the thing's I've lost, Rosie 
                         is the only thing that really matters 
                         to me, 
                              (smiling)
                         all the rest I can do without.

               Connor has a thought, an idea even: 

                                     CONNOR
                         How many people come here every day?  
                              (beat)
                         Does it stay pretty busy?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 38. 
                                           Copyright  2002                       




                                     FRANK
                         We're the only cafe in walking 
                         distance.  I had to hire a few boys 
                         to help out since Rosie's been gone.

                                     CONNOR
                         If you made enough here, there isn't 
                         a court in the state that wouldn't 
                         let you keep your home and the cafe 
                         as long as you satisfied the judgment 
                         within a reasonable amount of time.

                                     FRANK
                         All I know is that it is all gone 
                         now.

               Again Connor thinks for a moment.  Courtney pays close 
               attention to Connor. 

                                     CONNOR
                         Do you keep your records and 
                         accounting books here?

                                     FRANK
                         Rosie used the Computer to do all 
                         that, 
                              (pointing)
                         it's in the back.

                                     CONNOR
                         Can I take a look?

                                     FRANK
                         Knock yourself out.

               Connor gets up and walks behind the counter, Courtney grabs 
               her sandwich and follows.

               Frank curiously watches as Connor disappears around the 
               corner, then him and Courtney make eye contact, Courtney 
               raises her eyebrows as if to say,"Not bad, I kinda like him".  
               Frank smiles in response.

                                                                    CUT TO:

          14   INT. TRAIN STATION CAFE - BACK ROOM -- CONTINUOUS

               - ESTABLISHING - 

               Connor sits at the Computer looking through a Quicken books 
               program.  He is pulling up reports and looking at graphs.  
               Courtney just watches and eats her BLT.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 39. 
                                           Copyright  2002                       




                                     COURTNEY
                              (mouth full)
                         What are you looking for?

               Connor turns around giving her a less than approving look.  
               Courtney rolls her eyes and smiles as she realizes she is 
               talking with her mouth full.

                                     CONNOR
                         I'm not sure, but I'd bet it wasn't 
                         his son's accident that Bartt's 
                         worried about.

                                     COURTNEY
                              (swallowing first!)
                         You mean money?

                                     CONNOR
                         That is correct, It always comes 
                         down to money with this guy..

                                     COURTNEY
                              (with a mouth full of 
                              food)
                         Can I help?

               Connor just looks at her strangely.  It's a cute habit, one 
               that not many people could get away with... But somehow she 
               does.  

                                     CONNOR
                              (beat, yelling)
                         Frank!  Do you have copies of your 
                         IRS filings?

               Frank sticks his head around the corner, pointing to a filing 
               cabinet.

                                     FRANK
                              (pointing)
                         Rosie kept all the records in the 
                         cabinet.

                                     CONNOR
                              (to Courtney)
                         Look in those files and see if you 
                         can find any Tax returns.

               Courtney opens the cabinet and begins looking through the 
               files.  After a moment she finds a file labeled IRS PAPERS.  
               She pulls out the file and begins looking through it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 40. 
                                           Copyright  2002                       




                                     COURTNEY
                              (before taking the 
                              file out)
                         Here is a file labeled IRS Papers.
                              (beat, after sitting 
                              down and opening the 
                              file)
                         Montgomery?

                                     CONNOR
                         What?

               ANGLE ON

               Courtney is looking at the 1040 which has the names of the 
               filers on it:

                                     COURTNEY
                         Frank and Rosie Montgomery.
                              (beat, caught in the 
                              moment)
                         I hope someday, someone loves me as 
                         much as Frank loves Rosie.....  The 
                         way Frank still speaks about Rosie, 
                              (beat)
                         One in a Million chance of finding 
                         that.

               This isn't Connor's strong suit.  After all he is just a 
               man. 

                                     CONNOR
                              (all knowing)
                         You just have to pay attention.

               Courtney doesn't quite buy Connor's thinking.

                                     COURTNEY
                         Yeah, maybe... 

               Courtney continues to look through the papers as

               TIME-LAPSE

               through a montages of shots, an hour or so goes by.  He 
               continues to look through Computer files while she shuffles 
               through paper then:

               Courtney's face becomes very bright and excited.

                                     COURTNEY (CONT'D)
                         I think I've got something,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 41. 
                                           Copyright  2002                       




               As Courtney realizes when she looks at Connor, she doesn't 
               even know his name. 

                                     COURTNEY (CONT'D)
                         um.. I'm sorry,

               Courtney extends her hand to Connor as if to shake

                                     COURTNEY (CONT'D)
                         Hi, I'm Courtney Williams from Boston 
                         Massachusetts, We haven't been 
                         formally introduced.

                                     CONNOR
                              (smiling)
                         Connor Jackobsen, from good ol' Salt 
                         Lake City, it's very nice to meet 
                         you Courtney Williams from Boston 
                         Massachusetts.

               The chemistry flows between these two.  The attraction is 
               almost unbearable.  But Courtney composes herself very well 
               and addresses the task at hand. 

                                     COURTNEY
                         Um, okay....So I've found the past 
                         seven years Income tax returns.
                              (flipping through 
                              pages)
                         All show donations of over $150,000.00 
                         and last year reached over $200,000.00

               Connor slides over next to Courtney. 

                                     CONNOR
                         Donations to who?

                                     COURTNEY
                         Well, I found detailed schedules of 
                         all donations, they all go to 
                         charitable organizations
                              (beat)
                         everything from the Red Cross to the 
                         Children's Center.

                                     CONNOR
                         So what did they claim as income?

                                     COURTNEY
                              (looking over 1040)
                         Um......Every year they showed a 
                         $25,000 taxable income.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 42. 
                                           Copyright  2002                       




                                     COURTNEY (CONT'D)
                              (beat, disbelieving)
                         Rosie gave all of their money away. 
                         So, this is what happens when you 
                         spend your life giving everything 
                         away.

                                     CONNOR
                         No, this is what happens when you 
                         have the great misfortune of meeting 
                         Bartlett Nelson.
                              (beat)
                         But that's all about to change, let's 
                         go tell Frank the good news. 

               Connor stands up and leaves the room.  Courtney is unsure as 
               to what to think, good news?  Is he kidding?

                                                                    CUT TO:

          15   INT. TRAIN STATION CAFE -- CONTINUOUS

               Frank is pouring a cup of coffee for a homeless man that is 
               eating a sandwich at a corner table almost completely out of 
               site from the Train Station.  When Connor and Courtney come 
               from the office.

                                     CONNOR
                              (looking around)
                         Frank? 
                              (beat)
                         Frank?

                                     FRANK
                         I'm over here, I'm just getting an 
                         old friend something warm on a cool 
                         night.

                                     CONNOR
                         Courtney found your last seven year's 
                         income tax returns,
                              (beat)
                         You're making enough during the year 
                         to satisfy any judgment.

                                     FRANK
                         That's great, I see you two finally 
                         introduced yourselves.

               Connor is a little confused, he should be happy.  Or at least 
               acknowledge his statement.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 43. 
                                           Copyright  2002                       




                                     CONNOR
                         You don't understand, We've found a 
                         way to keep your cafe open, and I 
                         believe you could even keep your 
                         house.

                                     FRANK
                              (perfectly poised)
                         I understand very well, "THANK YOU", 
                         but I have already been ordered to 
                         turn the keys over to Mr. Nelson on 
                         the 1st of May.

               Connor looks at Courtney then back at Frank.  Connor 
               understands his frustration but,

                                     CONNOR
                         Frank, do you want to keep the 
                         restaurant?

                                     FRANK
                         Of course I do, but I've had to let 
                         it go.

                                     CONNOR
                              (hesitating)
                         If you could stay here, would you?

                                     FRANK
                         I may be old, but this is the best 
                         place me and Rosie ever had together.
                              (beat)
                         I would do anything to keep it alive.

                                     CONNOR
                              (excited)
                         That's the answer I was looking for,

               Connor reaches inside his jacket and pulls out a cell phone.

                                     COURTNEY
                              (getting close to 
                              Connor, quietly)
                         What are you going to do?

               Flipping the phone open. 

                                     CONNOR
                         Making a phone call. 

               Connor scrolls through his phone directory, finding the 
               listing he needs, he pushes SEND.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 44. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                              (smiling)
                         A call I'm going to really enjoy.

               Courtney just stands by while Connor makes the call

                                     CONNOR (CONT'D)
                         Hello Betty, I'm sorry to call so 
                         late, but could you please get me 
                         Bartlett Nelson's home phone number?
                              (beat)
                         5429, Betty are you at work?  
                              (beat, questioning)
                         You just know his number?
                              (shaking his head)
                         I knew there was a reason I hired 
                         you.
                              (beat)
                         Thank you Betty, Happy Easter to you 
                         too. 

               Connor hangs up and dials the number, 555-5429, SEND.

                                     COURTNEY
                         You're going to call the guy?

               Connor acknowledges Courtney with a nod. 

                                     CONNOR
                         Bartt, it's Connor, 
                              (beat)
                         Yeah I know it's late,
                              (beat)
                         yes I know tomorrow is Easter, 
                              (beat, asserting)
                         Look, I'll make it quick, 
                              (beat)
                         now I'm having a drink with a 
                         gentleman that has just told me an 
                         incredible story,
                              (beat)
                         Well because it has to do with you, 
                         now listen up,
                              (beat)
                         No it can't wait until Wednesday, so 
                         don't interrupt me, just listen.

               Both Courtney and Frank look at each other, wondering if 
               this is really happening.  But Frank continues to listen 
               while he stays busy around the cafe.  

               While Courtney is surprised by his take charge attitude, 
               maybe even a little more attracted to him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 45. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                         Is it true that last Christmas Eve 
                         someone drove a '72 Cadillac through 
                         the front of the Train Station, 
                         totaling your Rolls?
                              (beat, listening)
                         Is that so?  
                              (beat)
                         Is it also true that Bartt Jr. jumped 
                         in front of the Cadillac?
                              (beat)
                         I know your kid's slow, but that's a 
                         no brainier, why would someone jump 
                         in front of a ton of steel?
                              (beat, perturbed)
                         Really?  
                              (beat, pacing, beat)
                         Bartt, how much do you stand to make 
                         from our deal Wednesday?
                              (beat)
                         $98 Million? Let me ask you another 
                         question, do you think destroying a 
                         man's life is worth 98 million 
                         dollars?
                              (beat, long pause)
                         No?
                              (beat)
                         Okay, then listen up, no better yet 
                         why don't you get a pad and pencil 
                         ready, because in 
                              (looking at his watch)
                         just about..... 9 hours, Marty is 
                         going to bring down our contract to 
                         the Train Station Cafe for me to 
                         sign, with the numbers just the way 
                         they are.  If the following has been 
                         handled by that time, I will sign 
                         the contract, If it hasn't, I will 
                         cancel it, do you understand?
                              (beat)
                         Do you have something to write with 
                         now?

               Connor looks at Courtney who is in awe, as he walks over to 
               a table and picks up a menu.

                                     CONNOR (CONT'D)
                         Good, then let me begin....First, 
                         bring the deed for the property at
                              (looking at the back 
                              of the menu)
                         300 Train Station Place to the Cafe,  
                         where you will sign that deed over
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 46. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                         to Mr. Frank Montgomery.  Therefore 
                         giving him back his cafe.
                              (beat, Sternly)
                         NEXT, Mr. Montgomery has a home that 
                         was taken from him.  Bring a contract 
                         for sale of that property back to 
                         Mr. Montgomery for the purchase price 
                         of One Dollar. At which time Mr. 
                         Montgomery will pay you exactly One 
                         Dollar for his home.
                              (beat)
                         Third, there were funds in a savings 
                         account that belonged to Mr. and 
                         Mrs. Montgomery.  Have those funds 
                         transferred back into that account 
                         times ten.  In other words Bartt, I 
                         expect ten times the amount taken to 
                         be put back.

               Courtney's eyes become very large as she listens to the 
               conversation.  Frank isn't so convinced, he just continues 
               doing what he was doing. 

                                     CONNOR (CONT'D)
                         Find a way, you know the president 
                         of the Bank.  Now lastly, Mr. 
                         Montgomery had a '72 Cadillac that 
                         was totaled by your 1938 Steel Blue 
                         Rolls Royce Phantom II, I presume 
                         you would like to replace it for 
                         him?
                              (beat)
                         I'm sorry Bartlett, I can't hear 
                         you.
                              (beat)
                         Good, any questions?
                              (beat)
                         No, a brand new one, why would he 
                         want a '72 cadillac.

                                     FRANK
                              (to Courtney, just 
                              playing along)
                         Rosie always wanted a black cadillac 
                         with tan leather upholstery.

                                     CONNOR
                         And Rosie always wanted a Black 
                         Cadillac with tan leather interior.  
                         I don't suppose that would be a 
                         problem? 
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 47. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                              (beat, it is obvious 
                              that Bartt has 
                              something to say)
                         Well, I told you we'd see. 

               Connor closes the flip phone and places it in his pocket.  
               As he turns around, Courtney looks at him in disbelief and 
               awe.  While Franks still just does what he does.

                                     CONNOR (CONT'D)
                              (to Courtney)
                         What?

               Frank just begins to chuckle

                                     FRANK
                         Thank you, 
                              (beat)
                         I needed that, 
                              (beat)
                         you know, you're a funny man.

               Courtney is confused and realizes it must be just a joke.  
               She often gets caught in the "What if" of a situation.  She 
               then looks at Connor, then back at Franks, then back at 
               Connor.

                                     COURTNEY
                              (hurt)
                         Was this all just a joke, is that 
                         what you think of other people's 
                         tragedies?

               Connor innocently shakes his head

                                     CONNOR
                         No.

                                     COURTNEY
                         How dare you.

                                     FRANK
                         It's okay dear, I'm not upset.  There 
                         is no reason for you to be.

                                     COURTNEY
                              (to Frank)
                         How dare he, 
                              (to Connor)
                         How dare you! 
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 48. 
                                           Copyright  2002                       




                                     COURTNEY (CONT'D)
                              (to Frank, picking up 
                              bag)
                         I can't stay here any longer,
                              (shaking Franks hand)
                         I'm sorry, Frank, I've got to go 
                         now. 

               Connor immediately reacts to the situation with totally 
               innocent demeanor.

                                     CONNOR
                              (to Courtney)
                         Wait!
                              (to Frank)
                         I promise Frank this isn't a joke.  
                         Just give it a few hours.

               Courtney stops and listens 

                                     FRANK
                         I'm sorry, did I give you the 
                         impression that I'm upset?  I'm not.  
                         If nothing happens, I will be no 
                         worse for wear.
                              (beat)
                         but then again, I'm just an old man. 

               Then he looks at Courtney who just stands there with her 
               arms folded and a scowl on her face.

               Connor is genuinely hurt, he realizes that both of them are 
               having a hard time believing it.  

               Reaching inside his jacket, Connor pulls out a small gold 
               business card holder.  Opening it up, Connor pulls out a 
               card and hands it to Frank. 

                                     CONNOR
                              (coldly)
                         Here is my card, If Bartlett Nelson 
                         does not show up here by 9:00 AM, 
                         then call the number at the bottom, 
                         Betty will be expecting your call.

               Connor turns and walks off.  Both watch as He disappears 
               into the train station.

               Courtney has let the "what if" get the best of her again, 
               and begins to realize that he might actually be telling the 
               truth.  She beats herself up as she sits down at the bar.  
               Hiding her head in her arms she bangs them down on the 
               counter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 49. 
                                           Copyright  2002                       




                                     COURTNEY
                         Why do I always fall for guys that 
                         lie to me?
                              (beat)
                         Why do I attract men like that?

               Frank clears his throat to get her attention. 

                                     COURTNEY (CONT'D)
                         Why am I sitting here all by myself.

               Again Frank clears his throat, but louder and longer. 

               Courtney looks up to Frank with a frown on her face.  But 
               Frank is smiling at Connor who just came back in to get his 
               bag.  She looks over to see Connor.

                                     CONNOR
                              (holding up his bag)
                         I just forgot my bag.

               Again Connor walks out of the Cafe.  And again Courtney places 
               her head down.

                                     COURTNEY
                         Why me.....Why me?

               Frank chuckles as he again reminisces.

                                     FRANK
                         I met Rosie in a Train Station just 
                         like this one here.
                              (beat)
                         Well actually it was on the train 
                         from Bakersfield to Mongomery before 
                         they shut that line down.  
                              (beat)
                         But it wasn't until we arrived at 
                         the train station that I finally got 
                         the courage up to ask her, her name.
                              (beat, smiling)
                         She told me no proper gentleman would 
                         approach a lady in a public place, 
                              (smiling)
                         So she gave me her address and walked 
                         away.

               Courtney just listens with a beautiful sweet smile on her 
               face.

                                     FRANK (CONT'D)
                         Of course I was just heading off to 
                         war, but I wrote her for four years, 
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 50. 
                                           Copyright  2002                       




                                     FRANK (CONT'D)
                              (beat)
                         I still don't know why she waited 
                         for me, but I'm glad she did.
                              (beat)
                         I guess it's a lot like you and your 
                         Computer friend.

               Courtney likes that thought. 

                                     COURTNEY
                         Yeah, I guess so.    

               Courtney still gazes at Frank with her smile when:

               In walks MIKE, a 48 year old horse carriage driver.

                                     FRANK
                         Good Evening Michael, you have any 
                         passengers with you tonight?

               Frank pulls out a Styrofoam cup and pours a hot cup of joe 
               for Mike.

                                     MIKE
                         Nope, it's quiet as can be out there 
                         tonight.  I'm heading back to the 
                         stables now.
                              (beat)
                         I'm gonna call it a night.

               Frank hands Mike the cup. 

                                     FRANK
                              (to Courtney)
                         Michael gives rides around the city 
                         in his horse carriage.

                Mike holds his hand out to shake hers.

                                     COURTNEY
                         Courtney Williams, it's nice to meet 
                         you.

                                     MIKE
                         Same same.
                              (beat)
                         Well, I just dropped in for a cup, 
                         I've got to get Pete back to the 
                         stables.

                                     COURTNEY
                         How far away are the stables?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 51. 
                                           Copyright  2002                       




                                     MIKE
                         Not far, about 10 blocks to the south 
                         of here.

                                     COURTNEY
                         I've always wanted to ride in a 
                         carriage
                              (beat)
                         could I ride along with you?

                                     MIKE
                         Sure, but I won't be coming back 
                         this way, and it's probably not a 
                         good idea to be walking back here 
                         alone.

               Courtney thinks about it for a moment, then looks at Frank 
               who is smiling. 

                                     COURTNEY
                              (to Mike)
                         Could you wait here just a moment.

               Courtney jumps down off her stool and runs into the Train 
               Station. 

                                     MIKE
                         Sure, I'll be right outside.
                              (beat)
                         Thanks Frank, Happy Easter.

                                     FRANK
                         You too Michael.

               ANGLE ON

               Frank smiles, as if he knows something, although his attention 
               is back on wiping the spots of the clean water glasses. 

                                                                    CUT TO:

          16   INT. TRAIN STATION -- MOMENTS LATER

               Connor lays down on a bench.  Under his head is the black 
               Computer bag.  His eyes are closed, and there is no one else 
               around.  

               ANGLE ON

               Courtney, who comes running up to where Connor lays.

               Connor opens his eyes to see Courtney standing above him, he 
               is a little surprised.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 52. 
                                           Copyright  2002                       




                                     COURTNEY
                         Were you telling the truth?

                                     CONNOR
                         Does it matter?

               Courtney is a little taken back by his attitude. 

                                     COURTNEY
                              (angry)
                         No, I guess not.

               Courtney walks a few steps back towards the cafe.  While 
               Connor just stares at the ceiling.

               P.O.V

               Connor is staring at the gigantic ceiling above him.  When 
               Courtney leans over the back side of the bench

                                     COURTNEY (O.S.) (CONT'D)
                         If I find out you're lying to me, 
                              (beat)
                         that will be it, cut off, out of the 
                         will.  Nothing, nada, zip, zilch, 
                         Zero, 
                              (beat, sinister)
                         Not even Aunt Jenean's strudel recipe.

               Connor smiles,

                                     CONNOR
                         Fair enough.

               She returns the smile. 

                                     COURTNEY
                         I need a favor.

                                     CONNOR
                              (no resistance)
                         What?  You want my copy of the Strudel 
                         recipe, 
                              (Godfather!!)
                         I don't think so.

               Courtney grabs his hand, pulls Connor up. 

                                     COURTNEY
                         Do you like horses? 

               Connor is able to grabs his bag just in time.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 53. 
                                           Copyright  2002                       




                                     CONNOR
                         Don't really know any.  
                              (being pulled along)
                         Where are we going?

                                     COURTNEY
                              (Yelling to Frank)
                         Frank, we'll be back in a few minutes

               Connor just looks confused but goes along. 

                                                                    CUT TO:

          17   EXT. TRAIN STATION - FRONT OF, -- CONTINUOUS

               Mike sits atop a beautiful white horse carriage, drinking 
               his cup of Joe, when the two come out.

                                     COURTNEY
                         Mike, this is Connor Jackobsen, he's 
                         going to escort me tonight.

               Holding out his hand

                                     MIKE
                         Pleasure to meet you Connor.

               Connor just looks a little concerned, but shakes Mike's hand.

                                     MIKE (CONT'D)
                         There's nothing to worry about, You 
                         just hop up inside and I'll do the 
                         rest.

                                     COURTNEY
                         C'mon, help me up.

               Courtney has one leg up, and is motioning for help from 
               Connor, who hesitates for a second, but a second only before 
               he helps her.

                                     CONNOR
                         Yeah, sorry.

               Then Connor climbs inside and sits across from Courtney.  
               After a moment Connor looks around to get comfortable with 
               his surroundings and notices Frank standing behind the counter 
               smiling at him.

               P.O.V

               Connor watches Frank disappear as the carriage moves down 
               the street.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 54. 
                                           Copyright  2002                       




                                     COURTNEY (O.S.)
                         Isn't this cool?

               Connor looks around, a little confused.

                                     MIKE
                         I'm going to put these head phones 
                         on and listen to a little Faith Hill.
                              (beat)
                         If you two need anything, just shout 
                         up.

               Mike smiles at them as he places the headphones over his 
               ears. 

                                     CONNOR
                              (to Courtney)
                         Where are we going?

                                     COURTNEY
                         Mike is taking us back to the stables.

                                     CONNOR
                         What are we going to do at the 
                         stables?

                                     COURTNEY
                         Nothing, he's just being nice enough 
                         to give us a ride.

                                     CONNOR
                         To the stables?

                                     COURTNEY
                              (smiling)
                         Yeah. 

                                     CONNOR
                         But why do we need to go to the 
                         stables?

               She becomes almost childlike as she thinks about riding in a 
               horse drawn carriage 

                                     COURTNEY
                         We don't, but he does.
                              (beat)
                         And I always dreamed of riding in a 
                         horse-drawn-carriage.

                                     CONNOR
                         Why couldn't we just go around the 
                         block, see a few buildings then get 
                         dropped back at the Station?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 55. 
                                           Copyright  2002                       




                                     COURTNEY
                         Because Mike is going to the stables 
                         to put Pete away so he can go home 
                         to his family.

                                     CONNOR
                         Who's Pete?  

                                     COURTNEY
                         The horse.

               Connor ponders the situation for a moment.

                                     CONNOR
                         So how are we going to get back?

                                     COURTNEY
                         We'll walk, it's only 10 blocks

                                     CONNOR
                         So why am I here again?

                                     COURTNEY
                         You're here to protect me.

               Connor now let's his manhood get the better of him.

                                     CONNOR
                         Of course,
                              (beat)
                         I will protect you.
                              (beat)
                         That's what men do, they protect,
                              (beat, sarcastically 
                              Serious)
                         Who will protect me?

               Courtney laughs...

                                     COURTNEY
                         I will protect you.

                                     CONNOR
                         You know, you could've just taken 
                         out the middle man and let me sleep.

                                     COURTNEY
                         Yeah, I know.

               As Courtney looks at the surroundings, Connor ponders a few 
               thoughts.

                                                                    CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 56. 
                                           Copyright  2002                       




          18   EXT. CITY STREET, INDUSTRIAL AREA -- CONTINUOUS

               - ESTABLISHING -

               The carriage passes through an industrial section of town.  
               Lined with poorly lit, cold looking industrial buildings. 

                                     COURTNEY
                         It's colder out here than I thought 
                         it would be.

                                     CONNOR
                         Hey Mike?

               Mike turns as he lifts up one side of his head phones.

                                     CONNOR (CONT'D)
                         Is there a heater in this thing?

               As Mike turns back around, 

                                     MIKE
                         There's a blanket back there.

               Connor looks around but doesn't see it.

                                     CONNOR
                         Are you sure?  We don't see......

               Courtney is laughing when Connor notices her pointing to it.  
               He's sitting on it.

                                     CONNOR (CONT'D)
                         Ahh haa, here it is.  
                              (beat)
                         I was just keeping it warm.

               Connor takes the blanket and places it around Courtney.

                                     COURTNEY
                         Thank You.

               Connor just nods his head and sits back.  Silence again fills 
               the air.

                                     COURTNEY (CONT'D)
                         So are you a mafia guy or something?

                                     CONNOR
                              (godfather voice, 
                              again)
                         What would make you say a thing like 
                         that?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 57. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                              (beat)
                         I retired from the family 16 years 
                         ago, right after I got my drivers 
                         license.  
                              (beat)
                         I set out on my own, to make a name 
                         for myself, I went straight

               Courtney can't help but chuckle at him, although she tries 
               desperately not too. 

                                     CONNOR (CONT'D)
                              (beat, thinking)
                         Well, right after I took Aunt Jenean's 
                         strudel recipe.  Then I went straight.
                              (beat)
                         Started up the strudel shop on 5th 
                         street and never looked back.
                              (beat)
                         oh, those were the days. 

                                     COURTNEY
                              (trying not to laugh)
                         No..really, what do you do?

               Connor rolls his eyes, but decided to tell her anyhow. 

                                     CONNOR
                         My freshman year in college, a buddy 
                         and me started up a small Dot-com 
                         company. About 18 months ago it went 
                         public, 
                              (beat)
                         On Wednesday I am suppose to sign a 
                         takeover deal with W.  Bartlett 
                         Nelson, to buy out his ownership in 
                         a small internet auction site.

                                     COURTNEY
                              (taken back)
                         Small! 98 million is small?

                                     CONNOR
                         I know it sounds like a lot of money, 
                         but some internet companies will do 
                         that in a month.

               Courtney just shakes her head and let's it go. 

                                     COURTNEY
                         So, why did you help Frank?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 58. 
                                           Copyright  2002                       




               Connor becomes very passionate about response.  We soon 
               understand why he did it. 

                                     CONNOR
                         If you walked into that cafe any day 
                         of the year,  maybe a little down on 
                         your luck, things aren't going your 
                         way, Frank wouldn't think twice about 
                         giving you a warm meal.
                              (beat)
                         And I'll bet, he's even given out a 
                         little cash to help out a stranded 
                         person or two.
                              (beat)
                         He deserves to know that people will 
                         do the same for him.
                              (beat)
                         I just wish more people were like 
                         Frank and Rosie.

               Courtney smiles in agreement. 

                                     COURTNEY
                         Would you have helped Frank if you 
                         didn't know the person who was 
                         destroying his life?

                                     CONNOR
                         I would like to think so. 

                                                                    CUT TO:

          19   EXT. CITY STREET WITH VIEW OF GOLDEN STATUE -- CONTINUOUS

               - ESTABLISHING - 

               We are still in an industrial area, but from here we have a 
               clear view of a 20' tall Golden Statue on the top of the 
               Salt Lake City Temple Building.

                                     CONNOR
                         So why are you hanging around a train 
                         station the night before Easter?

               Courtney wants to be truthful, but she is embarrassed.

                                     COURTNEY
                         It's spring break, I came to Salt 
                         Lake to visit a friend who was suppose 
                         to pick me up.
                              (beat)
                         But he never showed up. 
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 59. 
                                           Copyright  2002                       




                                     COURTNEY (CONT'D)
                              (beat)
                         so here I am.
                              (beat)
                         But it's better than sitting around 
                         Harvard alone watching "With Honors" 
                         again.

                                     CONNOR
                         You're a Harvard student?

                                     COURTNEY
                              (shaking her head)
                         Harvard Business School.

                                     CONNOR
                         I had no idea I was in the presence 
                         of Royalty.

                                     COURTNEY
                         Just call me your majesty,
                              (beat)
                         What is that?

               Connor looks around to see what Courtney is looking at.  Not 
               to far off in the distance is a giant gold statue that glows 
               in the crisp night sky.

                                     CONNOR
                         What?  That?

                                     COURTNEY
                         It's beautiful, 
                              (beat)
                         Let's go look at it.

               Courtney stands up. 

                                     CONNOR
                         We probably shouldn't leave the 
                         carriage
                              (Courtney jumps out)
                         While it's still moving.

               Courtney lands perfectly.  Then watches Connor as he stands 
               there looking back at her.

                                     COURTNEY
                         Come on.  
                              (beat)
                         Your suppose to protect me.

               Nothing was going to get him to jump until she said that.  
               Connor steps to the edge then hesitates for a moment.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 60. 
                                           Copyright  2002                       




                                     COURTNEY (CONT'D)
                              (yelling)
                         Jump already.

               He flails off of the carriage, flying through the air, landing 
               perfectly on his face.  Courtney gasps and runs over to help 
               him.

                                     COURTNEY (CONT'D)
                         Are you all right?

                                     CONNOR
                              (still on his face)
                         Oh yeah, great
                              (beat)
                         I'm just checking the area for 
                         hostiles.

               Courtney laughs

                                     COURTNEY
                         You don't get much cardiovascular 
                         exercise do ya?

               As she helps him up 

                                     CONNOR
                         yeah, yeah I get exercise
                              (beat)
                         I swim and....and....play pool.

                                     COURTNEY
                         Pool doesn't qualify as exercise,
                              (beat)
                         neither does hot tubing. 

               He dusts himself off. 

                                     CONNOR
                         Speed pool qualifies, it take 
                         tremendous endurance.

                                     COURTNEY
                         yeah... well your dismount could use 
                         some work.

                                     CONNOR
                         Well if I'd have known I was going 
                         to be jumping from moving vehicles, 
                         I would have brought the proper shoes.

               Connor has just realized something is missing, he looks around 
               but it's not there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 61. 
                                           Copyright  2002                       




                                     COURTNEY
                         You didn't even use your shoes. 

                                     CONNOR
                         Oh, man!

               Connor turns towards the carriage. 

                                     COURTNEY
                         What's wrong.

                                     CONNOR
                         I left the bag in the carriage.

                                     COURTNEY
                         It will be okay, I'm sure Mike will 
                         find it and put it somewhere safe.

               Connor looks at the carriage, thinking he might be able to 
               catch it.

                                     COURTNEY (CONT'D)
                              (grabbing Connor)
                         Come on, let's go, you'll never catch 
                         it.

               Courtney pulls on Connor who finally gives in.  Although he 
               still looks back at the carriage as she pulls him along.

               ANGLE ON

               the Carriage as it continues down the street and disappears 
               into the darkness. 

                                                                    CUT TO:

          20   EXT. CITY STREETS AROUND TEMPLE SQUARE -- LATER

               - ESTABLISHING -

               Downtown Salt Lake City, full of high rise buildings, parking 
               meters, and the like.  Clean looking and very well landscaped. 

               Connor and Courtney now walk along perfectly groomed sidewalk.  
               Lined with a cobble stone wall, and trees that form a canopy.

                                     COURTNEY
                         So you seem pretty attached to that 
                         bag?

                                     CONNOR
                         Yeah well, that's the second one 
                         I've lost today, I should have never 
                         taken it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 62. 
                                           Copyright  2002                       




               As they turn a corner into a beautiful courtyard that runs 
               through the middle of the block, Courtney jumps up on small 
               wall that surrounds one of the many gardens.  Balancing as 
               they walk. 

                                     COURTNEY
                         What is it?

               Connor watches her as she traverses the wall.  

                                     CONNOR
                         A Computer.

                                     COURTNEY
                         Why did you bring a Computer to the 
                         Train Station?

                                     CONNOR
                              (sigh)
                         Good question. 
                              (beat)
                         My sister insisted I take it until 
                         mine was returned.

               Courtney stops, she has just realized that the lady that 
               dropped him off might not be his wife or girlfriend.

                                     COURTNEY
                         Is that who gave you the bag?

               Connor, now a few steps ahead of her, stops.  He looks at 
               her with question.

                                     COURTNEY (CONT'D)
                         Your sister, is that who gave you 
                         the bag when you came in the Station?

               He's not sure where that came from, 

                                     CONNOR
                         Yeah..  She brought me down after a 
                         Benefit Banquet.

                                     COURTNEY
                         So you're not married?

                                     CONNOR
                              (laughing)
                         No, I'm not married.
                              (beat)
                         never have been.
                              (beat)
                         You?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 63. 
                                           Copyright  2002                       




               She continues to walk along the edge of the garden. 

                                     COURTNEY
                              (shaking her head)
                         No... but I've tried a lot, just 
                         never found that one.

               Connor watches her walk past, now he is really confused. 

                                     CONNOR
                         Which one?

               Connor begins to again walk beside Courtney. 

                                     COURTNEY
                         You know?  That one, 
                              (beat)
                         that one who makes every day a little 
                         brighter, can make you laugh when 
                         your down, you know your standard 
                         Love Song romance.

               Connor understands what she is saying, but he's never 
               experienced it.  He gets caught in the thought for a moment.

                                     COURTNEY (CONT'D)
                         So, do you have someone like that?

                                     CONNOR
                         I've got a dog,
                              (completely serious)
                         does that count?

                                     COURTNEY
                         Do you two have a song?

                                     CONNOR
                         A song?
                              (beat)
                         No, no song,  but he never forgets 
                         our anniversary.

                                     COURTNEY
                         Oh, that's important, but the real 
                         test is if he brings you flowers for 
                         no reason at all.

               Connor thinks for a moment.

                                     CONNOR
                         Yeah, yeah I guess so then.

                                     COURTNEY
                         So your dog brings you flowers?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 64. 
                                           Copyright  2002                       




                                     CONNOR
                         Well, actually he dug up the neighbors 
                         rose bushes, drug them all the way 
                         around to the front yard.  

               Connor looks to Courtney for an answer, Courtney doesn't 
               know what to say...

                                     COURTNEY
                         Um....I don't think that qualifies

                                     CONNOR
                         Oh well,  at least he appreciates my 
                         sense of humor. 

                                     COURTNEY
                              (sarcastically)
                         You have a sense of humor?

                                     CONNOR
                              (not amused)
                         Well, I though I did, until I met 
                         you.

               Courtney comes to the end of the small wall and stops.

                                     COURTNEY
                         So, which way do we go now?

               Connor doesn't hesitate to answer, he is familiar with their 
               surroundings

                                     CONNOR
                              (pointing)
                         Through there to the street, then to 
                         the right a couple of blocks.

                                     COURTNEY
                         Wanna race?

               Very seriously Connor replies

                                     CONNOR
                         No!

                                     COURTNEY
                         I'm sorry, did you think this was a 
                         democracy?
                              (beat)
                         Go!

               Courtney jumps down off her perch and begins to run in the 
               direction Connor had pointed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 65. 
                                           Copyright  2002                       




               Connor's head drops in frustration.

                                     CONNOR
                              (to himself)
                         Why me?

          21   EXT. CITY STREET, IN FRONT OF A MALL ENTRANCE -- MOMENTS 
               LATER

               - Establishing -

               We see the entrance to a mall from the city streets.  Several 
               closed glass doors lead into this darkened establishment.  
               The front of the mall is very well lit from surrounding street 
               lighting.

               From around a nearby corner Courtney appears, still running, 
               she has a big smile on her face.  As she approaches the 
               entrance to the mall, she looks back for Connor.  With a 
               surprised look on her face, she slows down, eventually 
               stopping directly in front of the mall. 

               Although she is no longer running, she still continues to 
               walk in circles. Like a well trained athlete, she checks her 
               pulse by placing her index finger over her wrist, then glances 
               at her wrist watch. 

               While she take her pulse, Courtney continues to keep an eye 
               out for Connor.  Although she is obviously in better shape 
               than he is, Connor should have been here already.  

               Just as Courtney finished taking her pulse, Connor appears 
               from around the corner, walking slowly.  Although it is 
               obvious that he is completely out of shape, he hides it well.  
               The only indication we have is the fact that he holds his 
               side, and is sweating like a race horse.   

                                     COURTNEY
                         I told you, you should get more 
                         exercise.

               Connor sits down on a cement street planter that is just 
               outside the mall.

                                     CONNOR
                         I think you're right, 
                              (beat)
                         Just give me a minute.

               Courtney laughs and walks over to one of the doors that leads 
               into the mall. As if to flaunt the fact that she is in great 
               shape, or maybe even just to flaunt her great shape:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 66. 
                                           Copyright  2002                       




                                     COURTNEY
                         You should always remember to stretch 
                         after you run.
                              (she grabs one of the 
                              door handles)
                         This is good to stretch the back of 
                         your legs.

               As she leans over, she gets a good stretch, then shifts her 
               weight to stretch her back, pulling on the door, she falls 
               back when the door comes flying open.

               ANGLE ON

                                     COURTNEY (CONT'D)
                         This is good to stretch your back 
                         toooooo.

               as she falls out of scene.

               Connor jumps to her aid and immediately helps her up.

                                     CONNOR
                              (very concerned)
                         Are you okay?

               As she gets up.

                                     COURTNEY
                         Yeah, is this place open at night?

                                     CONNOR
                              (looking)
                         No, I don't think so, it's too dark 
                         inside.

               For the first time, Courtney looks at her surroundings. 

                                     COURTNEY
                         Is this a mall?

                                     CONNOR
                              (looking up)
                         Yeah.

                                     COURTNEY
                              (excited)
                         Let's go inside!

               Connor is a little too conservative to trespass on private 
               property.

                                     CONNOR
                         I don't think that's good idea.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 67. 
                                           Copyright  2002                       




                                     COURTNEY
                         Why not, there's nobody here.

                                     CONNOR
                         Exactly!

                                     COURTNEY
                         Awe, C'mon, live a little.  I've 
                         always wanted to wander around in a 
                         store after they closed.

               Courtney pulls open the door and coaxes Connor inside.

                                     COURTNEY (CONT'D)
                         C'mon, you know you want to.
                              (beat)
                         I'll get scared all by myself, and 
                         your suppose to protect me.

               Courtney flutters her helpless eyes using her Girlish charm, 
               Connor goes against his better judgment, and only after 
               looking around to see if anyone is watching.

          22   INT. DARKENED CLOSED MALL -- MOMENTS LATER

               - ESTABLISHING - 

               Very few lights are providing lighting for the empty darkened 
               mall.  Every shop has a metal gate covering its entrance.

               Courtney runs from store to store peering through the glass.  
               Maybe she is looking for something particular, but she just 
               keeps going.  While Connor just walks down the middle of the 
               hall watching her go, looking behind him every once in a 
               while to check for anybody else.

                                     CONNOR
                              (looking behind him)
                         Have you seen enough yet?
                              (beat, turning back 
                              around)
                         can we go now before someone comes 
                         and arrests us?

               Not stopping to talk

                                     COURTNEY
                         Who's going to arrest us?  It's the 
                         middle of the night.

                                     CONNOR
                         Well, I don't know, 
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 68. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                              (beat)
                         the Easter Bunny?  
                              (beat)
                         maybe He didn't have time to lay 
                         enough chocolate Bunnies, So he'll 
                         be dropping by to pick some up.  
                         Ever think about that?  
                              (beat)
                         He hears us in here, and being the 
                         good samaritan that he is, he calls 
                         the police.
                              (beat)
                         So in turn, they call the national 
                         guard in, because The Easter Bunny 
                         spent too much time visiting Easter 
                         Egg hunts instead of making chocolate 
                         bunnies.
                              (beat)
                         and what does the National Guard do? 
                         They send out the weekend warriors 
                         who in turn shoot first and ask 
                         questions later.
                              (beat, completely 
                              into his story)
                         So now here we are standing completely 
                         out in the open, WAITING for the 
                         Easter Bunny....

                                     COURTNEY
                         Connor? 

                                     CONNOR
                         The Police, and The National Guard's 
                         weekend warriors to come in here and 
                         TAKE US DOWN!

                                     COURTNEY
                              (yelling)
                         Connor!

               Connor stops his little fantasy.

                                     CONNOR
                         Well, you never know.

               Courtney, like most of the night, has been thinking about 
               other things and doesn't really care what Connor was saying. 

                                     COURTNEY
                         What's your friend like?

               Connor is wondering what he missed.. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 69. 
                                           Copyright  2002                       




                                     CONNOR
                         Which friend?

                                     COURTNEY
                         The one that you would wait around a 
                         Train Station on Easter Eve for, 
                         chancing that the Easter Bunny might 
                         not stop by your house because you're 
                         breaking and entering.

               Connor thinks about it for a moment as he continues to walk

                                     CONNOR
                              (thinking hard)
                         Well, I guess just that, a friend.  
                              (beat)
                         We've know each other for a long 
                         time, but it's always been a long 
                         distance relationship.
                              (beat)
                         We've always talked about getting 
                         together during a vacation or a long 
                         weekend, to see what would happen.
                              (beat)
                         I guess this is that weekend. 

                                     COURTNEY
                         Do you love her?

                                     CONNOR
                         Well, we've always had a long distance 
                         relationship, I mean we seem to be 
                         perfect for each other, but I think 
                         that's what this week is suppose to 
                         determine.  If what we've had is 
                         real, or just convenient.
                              (beat)
                         How about you?  Are you in love with 
                         Mr. no-show?

               Just thinking about him her entire demeanor changes.  It's 
               really pretty obvious.  But she struggles with some different 
               emotions.

                                     COURTNEY
                              (smiling)
                         I thought I was, 
                              (smiles gone)
                         but now I don't know.
                              (beat)
                         I've been second guessing it since I 
                         left Boston.  Then when I arrived 
                         and he wasn't there to pick me up,  
                         I just..... I don't know.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 70. 
                                           Copyright  2002                       




               Courtney takes a few steps backwards then turns around and 
               continues walking.

                                     COURTNEY (CONT'D)
                         I guess we probably should get out 
                         of this place?

               Courtney only walks 10'-20' before coming to the middle of 
               the mall where halls go off in several directions, all looking 
               about the same.  In the center are escalators going both up 
               to a second level second down to a lower level.

                                     COURTNEY (CONT'D)
                         Which way do we go?

               Without a moment's hesitation, Courtney journeys down another 
               leg of the mall.

               -ESTABLISHING-

               This hall is like the others except it has a specialty 
               clothing shop which is of particular interest to Connor.  
               Inside the main window is a hideous orange and blue outfit, 
               exactly like the one He was wearing earlier in the day.

               Courtney continues to look around for anything of interest.

                                     CONNOR
                         I thought you wanted to get out of 
                         here?

               She is about 10 feet in front of Connor. 

                                     COURTNEY
                         I do, and this looks like as good a 
                         direction to go as any.

               Courtney suddenly stops at the specialty shop, and out of 
               mere coincidence makes a joke about the orange and blue suit.

                                     COURTNEY (CONT'D)
                         I think this would look kinda snazzy 
                         on you.

               Connor also stops and looks at the suit.

                                     CONNOR
                         Trust me, not a chance. 

                                     COURTNEY
                              (making fun)
                         What, you don't like it?

               Still walking, not looking back.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 71. 
                                           Copyright  2002                       




                                     CONNOR
                         Nope.

               Courtney spots the price tag dangling from the cuff of one 
               of the sleeves, bending over to look, she is almost 
               speechless.  

               Chasing after Connor,

                                     COURTNEY
                         $9,500.00
                              (beat)
                         that suit is $9,500.00!

               Connor stops dead in his tracks.  He closes his eyes and 
               lets out big sigh.

                                     COURTNEY (CONT'D)
                         What's wrong?

               Connor opens one eye and looks at Courtney, then shakes his 
               head, as if to say, "no, don't ask".

                                     COURTNEY (CONT'D)
                         What?

               Opening his eyes, this is the first time we see Connor let 
               his guard down and open up to Courtney. 

                                     CONNOR
                              (smiling)
                         Let me tell you about the day I have 
                         had.

               Connor and Courtney continue to walk through the mall. 

                                     CONNOR (CONT'D)
                         This morning I was in New York City 
                         on business, I had flown in on Monday 
                         and was suppose to leave on Wednesday, 
                         but there were some problems with 
                         the contract that I went there to 
                         finalize.  
                              (beat)
                         So I postponed coming back to Salt 
                         Lake until today.  Which was good 
                         news for me because the contracts 
                         weren't ready until 7:30 this morning.  
                              (beat)
                         I left my hotel pretty early this 
                         morning to go sign the contracts, 
                         and got back to my hotel room about
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 72. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                         11:00, only to find out that 
                         everything had been stolen.  
                              (beat)
                         Which included the first Computer I 
                         lost today.

                                     COURTNEY
                         Everything?

                                     CONNOR
                         Everything, towels, robes,
                              (emphasizing)
                         The Garbage Can!, who breaks into a 
                         Thousand Dollar a Night hotel room 
                         and takes the garbage can?

               Courtney can't help but smile.  She is very involved with 
               Connor's story.  She listens intensely and her facial 
               expressions tell all.

                                     COURTNEY
                         Where were you staying?

                                     CONNOR
                         At a brand new hotel in NY, it's 
                         called The Waltser Hotel. 
                              (beat)
                         Beautiful hotel, five star everything,
                              (beat)
                         it had only been open a week when I 
                         checked in.
                              (beat)
                         So I called the front desk and told 
                         them what had happened. 

               Courtney just listens as they continue to walk.

                                     CONNOR (CONT'D)
                         Of course they apologized and groveled 
                         for a little while, then they said 
                         that they would pay for anything 
                         that was stolen.  
                              (beat)
                         And just before I got off the phone 
                         they insisted that I enjoy a nice 
                         brunch before I left for the airport.
                              (beat)
                         so of course I went and had a free 
                         meal. 

               Courtney can only anticipate what might of happened at the 
               restaurant.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 73. 
                                           Copyright  2002                       




                                     COURTNEY
                         Oh no, what happened at the 
                         restaurant?

                                     CONNOR
                         Nothing, it was great, but I was 
                         running a little late because I took 
                         advantage of the free food,
                              (patting his tummy)
                         I ate just a little too much.
                              (beat)
                         so I rushed out the front doors of 
                         the hotel to get to my limo that was 
                         waiting.

               Connor shakes his head as he recalls the events.

                                     CONNOR (CONT'D)
                         I walked right out the front door, I 
                         looked over at the limo, then out of 
                         nowhere, I get hit with splatters of 
                         red, white and blue, dye.
                              (beat)
                         When I looked around to see where it 
                         was coming from, I saw 10 or 12 
                         demonstrators throwing water balloons 
                         at the hotel entrance
                              (beat)
                         except they were filled with dyes, 
                         not water.

                                     COURTNEY
                         Why?

                                     CONNOR
                         Well, come to find out, the developers 
                         had knocked down a civil liberties 
                         building to put up a parking garage 
                         for the hotel.

               Courtney is dumbfounded by what she is being told.

                                     COURTNEY
                         And they hit you?

                                     CONNOR
                         Among other things,
                              (beat)
                         And that wasn't the worse part,
                              (beat)
                         The police that were at the hotel 
                         for the thefts, wanted my suit as 
                         evidence.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 74. 
                                           Copyright  2002                       




               Courtney can't help but laugh.

                                     COURTNEY
                         Really?

                                     CONNOR
                              (beat)
                         I just wanted to get on a plane and 
                         come home, but the police said I had 
                         to leave the suit, because it was 
                         the only thing that was considered 
                         destroyed.
                              (beat)
                         It didn't matter that I had nothing 
                         to change into, or that I had a flight 
                         to catch in less than an hour.
                              (beat)
                         So the hotel manager gave me that 
                         Orange and Blue getup you saw back 
                         there.

                                     COURTNEY
                         Why would they have a $9,500 suit?

                                     CONNOR
                         A maid found it in the room of some 
                         LA Rappers group.
                              (sarcastically)
                         lucky for me!

                                     COURTNEY
                         Do you get to keep it?

                                     CONNOR
                              (sincerely)
                         I really wish that was the case.

                                     COURTNEY
                         Really?

                                     CONNOR
                         Yeah, I had my Butler burn it when I 
                         got home.
                              (beat)
                         I had no idea it was going to cost 
                         me ten grand.

               Courtney laughs as they stop, once again at the center of 
               the mall.

               Both look around realizing that they just made a big circle.  
               Connor leans back against the railing that keeps people from 
               falling to the lower level.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 75. 
                                           Copyright  2002                       




                                     CONNOR (CONT'D)
                              (pointing back)
                         Why don't we try the way we came in?

                                     COURTNEY
                              (still looking around)
                         Because we've already been that way.

               Suddenly Courtney spots something of interest on the lower 
               level.  Without a moment's hesitation, she begins to walk 
               towards the motionless escalator, while trying to decipher 
               what it is that she sees on the level below.

               Connor notices that she has spotted something and realizes 
               that she isn't committed to leaving anytime soon.

               Taking a few steps towards the entrance they came in. 

                                     CONNOR
                         Come on, lets get out of here.

               Looking back, Connor see's that she is already half way down 
               the escalator.

               Connor weighs the options at hand.  He turns as if to leave, 
               but just can't bring himself to leave her here by her self, 
               so he follows her

                                                                    CUT TO:

          23   INT. DARKENED CLOSED MALL, L.LEVEL FOOD COURT -- CONTINUOUS

               -ESTABLISHING-

               A variety of fast food restaurant chains line the perimeter 
               walls of this lower level, along with hundreds of tables and 
               chairs strategically placed throughout the open area.

               Connor is now making his way down the escalator to the lower 
               level. He is looking around for Courtney, but he can't seem 
               to spot her.

               As he reaches the bottom.

                                     CONNOR
                              (yelling whisper)
                         Courtney!
                              (beat)
                         Where are you?

                                     COURTNEY
                         Why are you whispering?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 76. 
                                           Copyright  2002                       




               He looks over to find Courtney inside a a very large castle 
               made of un-crushed Coke cans.

               All of the cans are turned to show primarily red, however 
               some are turned to reveal mainly white, which draw a giant 
               Coca-cola swoosh along the front of the soda pop can castle.

               Courtney is just coming out of the entrance to the castle.

                                     CONNOR
                         What are you doing?

                                     COURTNEY
                         Isn't this cool?
                              (beat)
                         It's like a two bedroom apartment in 
                         there.

               Connor looks around for a moment. 

                                     CONNOR
                         I think we should go that way.

               Hearing no response, Connor turns to see Courtney staring at 
               the Coca-Cola Castle.

                                     CONNOR (CONT'D)
                         Hello?

               Courtney takes a moment to answer, as she slowly cocks her 
               head side to side.

                                     COURTNEY
                         Is it just me, or is there a 
                              (air drawing with her 
                              hand)
                         swoosh across the front of this?

               Connor steps behind her to get a better look.

                                     CONNOR
                         It's just you.

                                     COURTNEY
                         No seriously, I think there is.
                              (beat)
                         It's like one of those pictures you 
                         have to stare at for a long time 
                         before you see it.

               Connor looks a little closer, cocks his head to the side, 
               then smiles.  There really is a swoosh.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 77. 
                                           Copyright  2002                       




               Just then a flash of light crosses the castle.  Causing both 
               Connor and Courtney to look behind them, where they see a 
               MALL SECURITY GUARD standing on the upper level shining his 
               flashlight down into the lower level.

               Both freeze, realizing he has yet to see them.  But that 
               only lasts a moment before the light passes over them.

                                     MALL SECURITY GUARD
                              (yelling)
                         Hey!

               Connor grabs Courtney's hand and pulls her back behind a 
               nearby ARBY'S counter.

               ANGLE ON

               the over weight Security Guard, who staggers down the 
               escalator, shining his flashlight in the direction they ran.

               The Security Guard has to stop at the bottom of the stairs 
               to catch his breath.  Looking around he doesn't see anyone.  
               Grabbing his radio, he yells for backup

                                     MALL SECURITY GUARD (CONT'D)
                              (into radio)
                         Jim, I've got intruders on level B.

               ANGLE ON

               Connor and Courtney who crouch behind the counter.  Connor 
               just listens, while Courtney can't help but peak over the 
               counter.

               P.O.V

               Courtney slowly peaks her head up over the counter, where 
               she sees the Security Guard still trying to catch his breath. 

                                     MALL SECURITY GUARD #2 (O.S.)
                         Do you have visual?

                                     MALL SECURITY GUARD
                         Negative, I spotted them from level 
                         1, but when I got down here they 
                         were gone.

                                     MALL SECURITY GUARD #2 (O.S.)
                         I'm on my way, I'll bet there hiding 
                         underneath a table or something 
                         nearby.  Check 'em all out.

                                     MALL SECURITY GUARD
                         Roger that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 78. 
                                           Copyright  2002                       




               The Security Guard pulls out his night stick and heads away 
               from camera, shining his flashlight underneath and around 
               all of the tables and chairs.

               ANGLE ON

               Connor and Courtney, who are both now watching the Security 
               Guard.

                                     CONNOR
                              (whispering)
                         There is an exit right over there!

               Connor motions to an exit sign hanging from the ceiling just 
               on the other side of the Coke Castle.

                                     COURTNEY
                              (whispering)
                         Okay, I'll go first.

               Courtney waits for just the right moment then quietly runs 
               towards the exit, ducking inside the Coke Castle.

               ANGLE ON

               Connor who now waits for just the right moment.  Crouched 
               down, he springs forward and sprints towards the Coke Castle.

               Connor isn't as graceful as Courtney, and quickly draws the 
               attention of the Security Guard.

               Hearing the noise, the Guard immediately points his flashlight 
               at the Coke Castle.  Surprisingly we see nothing, just the 
               Coke Castle.  However, he heads towards them.  He is sure he 
               heard something.

               The Guard approaches the Coke Castle and points his flashlight 
               inside, flooding the interior of the aluminum structure, he 
               begins to poke his head inside for a better look.....

                                     MALL SECURITY GUARD #2 (O.S.)
                         What are you doing?

               Startled, the Guard pulls his head out, shinning his 
               flashlight into the face of the other guard.

                                     MALL SECURITY GUARD #2 (CONT'D)
                              (putting his hands up 
                              to block the light)
                         Get that thing out of my face!

                                     MALL SECURITY GUARD
                         Sorry, I though I heard something 
                         over hear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 79. 
                                           Copyright  2002                       




               The Guard #2 shines his light behind the structure.  Seeing 
               nothing.

                                     MALL SECURITY GUARD #2
                         Did you already check out all the 
                         tables?

               ANGLE ON

               the inside of the Coke Castle we see Connor and Courtney 
               standing inside the towers that make up the two front corners 
               of the castle.  It is amazing that they can fit in these 
               small alcoves.  

                                     MALL SECURITY GUARD (O.S.)
                         I started to but then I heard 
                         something.

                                     MALL SECURITY GUARD #2 (O.S.)
                         Finish looking there, while I look 
                         behind the counters.

               Courtney immediately comes out from her hiding places, while 
               Connor merely peers out.

                                     COURTNEY
                         C'mon, let's go.

                                     CONNOR
                              (shaking his head)
                         They won't look in here again, let's 
                         just wait until there gone.

               Courtney looks out again then looks back over at Connor.

                                     COURTNEY
                         There both way over there, I'm going.

               Courtney disappears out of the Coke Castle.

               ANGLE ON

               Connor as he hesitantly moves towards the entrance.  Slowly 
               he moves closer and closer.  Finally reaching the entrance, 
               he slowly peers out from the shadows.  Looking left, his 
               eyes scan the area, but find nothing.  The coast is clear.

               Then Connor sinks back into the shadows, getting up the 
               courage to join Courtney. Then Suddenly, from out of nowhere, 
               Courtney comes running back into the Coke Castle, running 
               directly into Connor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 80. 
                                           Copyright  2002                       




               Knocking Connor back into the rear wall of the Coke Castle, 
               Courtney lands on top of him, as the Aluminum structure begins 
               to crumble.

               When the dust clears, Courtney lies on top of Connor, both 
               covered in a mountain of aluminum cans.

               Both look a little surprised, but Courtney looks a little 
               invigorated by the events.  She is having a blast.

                                     COURTNEY (CONT'D)
                              (smiling)
                         Sorry.

               Connor just looks at her beautiful face which gazes at him.  
               The moment begins to build just as they are illuminated by 
               flashlight beams from across the courtyard.

               Neither Connor nor Courtney hesitates to run.  Although Connor 
               stumbles through the hundreds of cans to get to the exit, 
               Courtney takes it in stride.

               Both fly through the doors into the Service Corridor marked 
               EMERGENCY EXIT ONLY.

                                                                    CUT TO:

          24   INT. DARKENED CLOSED MALL, SERVICE CORRIDOR -- CONTINUOUS

               -ESTABLISHING - 

               Connor and Courtney are now inside a service corridor which 
               twists and turns.  Both continue to run until they reach 
               another set of doors that leads outside.

                                                                    CUT TO:

          25   INT. DARKENED CLOSED MALL, L.LEVEL FOOD COURT -- MOMENTS 
               LATER

               Both Security Guards are running after Connor and Courtney 
               who have just bolted through the Emergency Exit.

               Mall Guard #2 is leading the way until he slips on one of 
               the aluminum cans and lands flat on his back.  Guard #1 stops 
               to check on his colleague.

                                     MALL SECURITY GUARD
                         Are you all right?

                                     MALL SECURITY GUARD #2
                              (wind knocked out of 
                              him)
                         Go after them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 81. 
                                           Copyright  2002                       




               Mall Guard #1 hesitates for a moment then continues after 
               them, while Guard #2 just lays there..

                                                                    CUT TO:

          26   INT. DARKENED CLOSED MALL, SERVICE CORRIDOR -- MOMENTS LATER

               Connor and Courtney have reached the end of the corridor, 
               where another door leads to the outside.  Both barrel through 
               the door.

                                                                    CUT TO:

          27   EXT. CITY STREETS, REAR OF MALL -- CONTINUOUS

               - ESTABLISHING -

               Connor and Courtney have exited the mall into an alley which 
               runs between buildings.

               They hesitate a moment before, 

                                     CONNOR
                         Come on this way. 

               They continue to run through the alley until they come to a 
               set of stairs that takes them up to the front of SYMPHONY 
               HALL.

          28   EXT. CITY STREETS, IN FRONT OF SYMPHONY HALL -- CONTINUOUS

               - ESTABLISHING -  

               This beautiful building has a giant glass front, which reveals 
               an elegant staircase and lobby inside.  The area between the 
               building and the street is divided equally.  Half is grass 
               dotted with beautiful trees, while the other half is a giant 
               concert patio with a line of 40 fountains that reach 7 feet 
               into the air. 

               Connor and Courtney run out into the open where Connor has 
               to STOP. Barely able to breathe, Connor leans over to try 
               and catch his breath but ends up falling on his butt.

               Both look behind to see if anyone is following, but after a 
               few moments they are in the clear.

               It's only now that Courtney notices her surroundings. 

               ANGLE ON

               Courtney who stares through the giant glass wall.  Then she 
               suddenly turns around.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 82. 
                                           Copyright  2002                       




               FOCUS CHANGES

               to show the reflection that had caught her attention.  The 
               GIANT GOLD STATUE. 

               Courtney just can't believe the environment she stands in.

               MUSIC BEGINS:

               Courtney can't help but dance around as if part of ballet.

               After a minute, Connor has finally recovered enough to notice 
               Courtney frolicking around.

               Angle cut multiple times, showing her dancing as he watches.  
               Fountains fill the background, creating a perfect backdrop.

               Connor stands up and moves around her, watching, admiring.

               Courtney ends when she notices Connor, and the look he is 
               giving her, she moves closer to him until she stops right in 
               front of him.  

               Both stand entranced in the others eyes, she moves closer 
               and closer slowly tilting her head to the side.  Connor is 
               totally caught in the moment as well.  

               AS THE MUSIC ENDS:

               CAMERA MOVES 360 DEGREE

               around Connor and Courtney as they embrace in a sweet gentle 
               kiss.

               When the MUSIC FADES COMPLETELY OUT the KISS ENDS.

               Both stand looking at each other.  Connor smiles causing 
               Courtney to also smile.

               The moment is broken when:

                                     MALL SECURITY GUARD
                         Hey you!  Stay right there!

               The MALL SECURITY GUARD is a 40+ 250 LBS man who carries a 
               flashlight and has a twinkie sticking out of his pocket.  He 
               has yet to reach the top of the stairs.

               Courtney and Connor are startled but don't think twice about 
               running off.  Connor grabs her hand and she laughs as they 
               run off.

               The security guard takes a few more steps, but just gives up 
               the chase.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 83. 
                                           Copyright  2002                       




               He sinks down against the wall. reaching in his pocket, he 
               grabs for his twinkie, opening it and eating as if.....

                                                                    CUT TO:

          29   EXT. CITY STREETS -- MOMENTS LATER

               - ESTABLISHING - 

               Connor and Courtney have found themselves in a courtyard 
               type area.  Full of trees, a fountain, and relative seclusion 
               from the rest of the world.

               They are still holding hands and laughing.  They have no 
               care for the Security guard.  It was obvious that they were 
               in the clear.

               It takes a moment before Connor composes himself and looks 
               Courtney in the eyes.

               His straight look causes Courtney to become uncomfortable, 
               she knows he's about to ruin the moment.  Both come to the 
               realization that this was probably a mistake.

                                     CONNOR
                         I'm sorry, I shouldn't have kissed 
                         you back there.

                                     COURTNEY
                         No it was my fault.

               Courtney lets go of his hands and turns, walking over to a 
               rose bush, she pulls a bulb off and places it below her nose 
               smelling its sweet fragrance.

                                     CONNOR
                              (concerned, worried)
                         It's not you,
                              (beat)
                         It's just bad timing.

               ANGLE ON

               Connor's Watch which shows 4:35.

                                     CONNOR (CONT'D)
                         The train will be here in less than 
                         an hour.

               Courtney turns to face Connor.  Tears are running down her 
               face.  Although she is crying, she is very well composed.  
               It's not necessarily that Connor has pushed her away.  It's 
               just her expectations for the week were so high.  Everything 
               seems to be going against her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 84. 
                                           Copyright  2002                       




                                     COURTNEY
                              (smiling)
                         I don't even know why I'm crying, 
                         I've spent three days on a train 
                         traveling through the most beautiful 
                         country in the world,
                              (beat)
                         I've been able to see a nice old 
                         man's life saved.
                              (laughing)
                         I've been able to have a mini 
                         adventure with a multi-millionaire, 
                         while wearing his Armani tuxedo 
                         jacket.
                              (beat)
                         What more could a girl ask for.

               Connor doesn't know what to say.  He wants to kiss her again, 
               but his dream girl is suppose to be getting off a train in 
               50 minutes.

               Then before either can do anything more, SIRENS are heard 
               and FLASHING RED LIGHTS can be seen through the outlying 
               shrubbery.

                                     COURTNEY (CONT'D)
                         Do you think they called the police?

               Connor thinks for a moment.

                                     CONNOR
                         Those aren't from a cop car,
                              (beat)
                         That's an ambulance or fire truck.
                              (seriously grave)
                         and the only thing down that way is 
                         the Train Station.

                                     COURTNEY
                         Frank?

               Courtney immediately runs out of the courtyard, with Connor 
               right behind her.

                                                                    CUT TO:

                                      END OF ACT TWO
 
-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 85. 
                                           Copyright  2002                       




                                        ACT THREE

          30   EXT. TRAIN STATION - FRONT OF, -- MOMENTS LATER

               - ESTABLISHING - 

               An ambulance sits cockeyed in front of the Train Station.  
               Its emergency lights are still spinning.

               Both Connor and Courtney have arrived just as they exit the 
               Train Station Cafe with a covered body on a gurney.  Courtney 
               stops dead in her tracks.  She covers her face in horror and 
               turns away, right into Connor's arms.

               Connor just looks on as they place the gurney into the 
               Ambulance.

                                                               DISSOLVE TO:

          31   EXT. TRAIN STATION - FRONT OF, -- LATER

               - ESTABLISHING - 

               The ambulance is now gone.  Only one police car remains.  
               Both Courtney and Connor sit on the curb next to each other.

               Not the perfect end to an evening.  Not much more could go 
               wrong for Courtney.  While Connor still has his girlfriend 
               to pickup.

               Connor looks at his watch the, TIME IS 5:28.

                                     COURTNEY
                         What time is it?

                                     CONNOR
                         Five Twenty-Eight. 

                                     COURTNEY
                         Your train should be here soon.

                                     CONNOR
                         Yeah.

               Courtney begins to take off his Tux Coat.

                                     COURTNEY
                         Thanks for the coat.

                                     CONNOR
                         No, keep it on.

               Courtney continues to remove the coat and hands it to Connor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 86. 
                                           Copyright  2002                       




                                     COURTNEY
                         It's your Coat.  

               But when Connor takes hold of the coat his Cell Phone and 
               Gold Business Card Holder fall to the ground, spilling out a 
               few business cards.

                                     COURTNEY (CONT'D)
                         I'm sorry.

               Connor picks up his phone and also begins to place the cards 
               back in the case, both stand up, as Connor then hands Courtney 
               a business card.

                                     CONNOR
                         Maybe we can keep in touch?

               Courtney smiles as she briefly looks over the card.

               ANGLE ON

               Connor's business card which shows in large letters:

               Cymbeline.Com

               MASTER ANGLE 

                                     CONNOR (CONT'D)
                         My office number is on there, but 
                         Betty can get you in touch with me 
                         anytime day or night.
                              (beat)
                         You can also e-mail me, the address 
                         is on there too.

               Courtney doesn't really pay much attention to the card, she 
               is caught in the idea that maybe their relationship isn't 
               over, or maybe it's his way of brushing her off.

                                     COURTNEY
                              (fake smile)
                         I would like that.

               Both just let the awkward moment continue.  As they both 
               ponder the possibility of someday fate bringing them back 
               together again.

               In the background we hear a TRAIN WHISTLE blow. 

                                     CONNOR
                         Well I better go.... and..
                              (pointing inside)
                         you know, be at the train.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 87. 
                                           Copyright  2002                       




               Connor takes a few steps backwards.  Courtney just watches 
               him without responding.

               It's like pulling apart two really strong magnets.  It's 
               possible but it takes some work.

               But Connor has now reached the door.  Turning around, he 
               opens it, only looking back once to see if she is still 
               watching, which she is.  Then he continues inside towards 
               Gate #2.

               P.O.V 

               Courtney watches Connor until he is gone from site.

               ANGLE ON

               Courtney as she sits back down on the curb.  She glances at 
               the card again,

                                     COURTNEY
                         Cymbeline Dot Com

               Then slips it into a pocket and just reflects for a moment.

                                                                    CUT TO:

          32   INT. TRAIN STATION - GATE 2 -- MOMENTS LATER

               - ESTABLISHING - 

               The train from San Francisco has arrived but the passengers 
               have yet to get off.

               Connor has just walked around the corner into the Gate area.  
               He is in deep thought.  It is obvious that he is thinking 
               about something very serious.

               Then out of No-where Connor turns around as if to go back to 
               Courtney.

                                     FRANK
                         Now arriving Amtrak #105 from San 
                         Francisco arriving at gate number 2.

               Then all of the air pumps simultaneously release a hiss as 
               the train doors open.

               Connor hesitates just long enough to cringe.  He turns to 
               see a few people get off of the train THEN:

               P.O.V

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 88. 
                                           Copyright  2002                       




               Connor makes eye contact with MONICA LEWIS, a stunningly 
               beautiful woman (who is so totally wrong for him) who smiles 
               a surprised to see you smile at him. 

               ANGLE BACK ON

               Connor who looks pleasantly surprised to see Monica. 

                                                                    CUT TO:

          33   EXT. TRAIN STATION - FRONT OF, -- MOMENTS LATER

               Courtney still sits on the curb.  But now we see the late 
               night is wearing on her.  She places her hands over her face 
               and runs her fingers through her hair, trying to release 
               some tension.

               As she shakes her head at the events that have transpired 
               over the last 12 hours, she is totally taken off guard. 

                                     FRANK
                         Can I get you something?

               Courtney jumps up to see Frank standing behind her.  His 
               head pokes out through the door of the Train Station. 

                                     COURTNEY
                              (yelling)
                         FRANK!

               Courtney jumps up and runs over to hug him.

                                     COURTNEY (CONT'D)
                         We thought you.....
                              (beat, confused)
                         Who was that in the ambulance?
                              (beat)
                         It wasn't you? 

                                     FRANK
                         Of course it wasn't me.
                              (beat, laughing)
                         Oh, did you think I was the one that 
                         kicked the bucket?
                              (beat,)
                         No, Arnie was trying to throw out 
                         one of the guys from the shelter.  
                         He got so upset that his heart gave 
                         out.
                              (beat)
                         I called 911, but they couldn't do 
                         anything for him.

               Courtney smacks Frank on the arm.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 89. 
                                           Copyright  2002                       




                                     COURTNEY
                         I can't believe you did that to me
                              (beat)
                         where have you been then?

                                     FRANK
                         I went over to announce the train 
                         coming in from San Francisco.
                              (beat)
                         You know it's now my responsibility 
                         to take care of this place?

               Courtney doesn't understand why Frank is always so nice, to 
               even worry about it after Bartlett Nelson has put him out.

                                     COURTNEY
                         Frank why are you so nice?
                              (beat)
                         you know it's not your responsibility, 
                         Arnie worked for the Bartlett guy, 
                         let him take care of it.

                                     FRANK
                         You don't understand, Mr. Nelson was 
                         here not more than 90 minutes ago
                              (Pulling out a Deed)
                         He gave me this and the deed to my 
                         house too.

               Courtney grabs the paper from Frank and looks it over.  She 
               is in total shock as she reads through it.

                                     COURTNEY
                         This is the deed to the entire Train 
                         Station.

                                     FRANK
                         I know, I tried to tell him I only 
                         wanted to keep the Cafe open, but it 
                         seems that the cafe is part of the 
                         Station.  I tried to explain, but he 
                         just signed it, then
                              (pulling out the sales 
                              contract, the keys 
                              and a check)
                         gave me these things.

               Courtney grabs the Gold keys, with a distinct Cadillac 
               insignia and a Check for Three Million Eight Hundred and 
               Thirty-two Dollars and Ninety Cents ($3,000,832.90).

               Courtney holds up the keys then directs her attention to the 
               check, which she has to look at extra hard, before falling

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 90. 
                                           Copyright  2002                       




               over backwards. Landing on her butt, she just blankly stares 
               at Frank.

                                     COURTNEY
                         Are these real?

               Frank smiles at her as he helps her up.

                                     FRANK
                         Well, the Cadillac is right over 
                         there.  The keys open the door and 
                         start it up.
                              (beat)
                         Lets get you inside.

               Frank helps Courtney, who just keeps looking at the check, 
               still trying to see how she must be seeing something that 
               isn't there.  She even rubs her eyes.

                                                                    CUT TO:

          34   INT. TRAIN STATION CAFE -- MOMENTS LATER

               Frank is still helping Courtney who just doesn't believe it.

                                     COURTNEY
                         Does this say Three Million Dollars?

                                     FRANK
                              (chuckling)
                         I told Mr. Nelson it was a mistake, 
                         But he insisted on me taking it.

               Frank sits her down at the same spot she sat just hours 
               before.

                                     FRANK (CONT'D)
                         Let me get you a cup of cocoa.

               Courtney now stares at the check which is in front of her on 
               the counter.

                                     COURTNEY
                              (to herself)
                         He wasn't lying.

                                     FRANK
                         I still don't think I would have 
                         believed it if I hadn't been here to 
                         see it.

                                     COURTNEY
                         So what will you do now?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 91. 
                                           Copyright  2002                       




                                     FRANK
                         I'm going to go down and have Rosie's 
                         head stone finished.  Then I don't 
                         know, we'll just have to see what 
                         happens.
                              (beat)
                         Where is Connor at?  I don't know 
                         why he did this, but I have to thank 
                         him.  

                                     COURTNEY
                              (a little bitter)
                         He went to meet his girlfriend coming 
                         from San Francisco.

                                     FRANK
                         Oh?  
                              (beat)
                         So I guess you will be heading back 
                         to Boston then?

                                     COURTNEY
                         Yeah, I think so.

                                     FRANK
                         Back to your family and friends?

                                     COURTNEY
                         No, all of my family lives in 
                         Washington, and I spend too much 
                         time at school to have made any 
                         friends in Boston.

               Courtney is waiting for Frank to show her sympathy and is a 
               little taken back by what he says. 

                                     FRANK
                         Did Connor ever tell you what it was 
                         that he does for a living?

                                     COURTNEY
                              (taken back)
                         Yeah?  He owns an internet company.

                                     FRANK
                         Hmm... It seems like everyone today 
                         is on the internet.

               A moment passes before Frank continues.  He pulls out a white 
               towel and begins wiping down the counter.

                                     FRANK (CONT'D)
                         Do you know who CYMBELINE was? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 92. 
                                           Copyright  2002                       




               Again, Courtney is confused and somewhat taken back by Franks 
               question.

                                     COURTNEY
                         No.

                                     FRANK
                         Cymbeline was a King in a play.  A 
                         King that through all of the tragedy 
                         in his own country, managed to create 
                         peace among nations and among 
                         families.

               Courtney just listens trying to decipher the meaning of what 
               Frank is saying.  But she just doesn't get it.

                                     COURTNEY
                         Am I missing something?

                                     FRANK
                              (Grabbing the card 
                              from his pocket)
                         Well, It's also the Name on Connor's 
                         business card.

               She pulls out the card from her pocket

                                     COURTNEY
                         I know he gave me one too, 
                              (sarcastically)
                         right before he gave me the brush 
                         off.

               Courtney is obviously frustrated because she rips up the 
               card.

                                     COURTNEY (CONT'D)
                         This is stupid, I've got to focus on 
                         finishing school, I've got to get 
                         back to Boston,
                              (beat)
                         Frank, when is the next train to 
                         Boston?

               Frank looks at his watch.

                                     FRANK
                         Train #314 leaves for Boston at 9:30 
                         from gate #2.

               She wasn't expecting that much info.  

                                     COURTNEY
                         And you know this because?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 93. 
                                           Copyright  2002                       




               Frank Smiles

                                     FRANK
                         When you've been here as long as I 
                         have, you get to know the schedules.

               She is satisfied with that answer.

                                     COURTNEY
                         You know Frank, I really like it 
                         here, It's like a mini Boston.
                              (beat)
                         I wouldn't mind living here.

               Frank tucks the white towel into his pocket and looks directly 
               at Courtney.

                                     FRANK
                         Do you know who wrote Cymbeline?

                                     COURTNEY
                         No?

                                     FRANK
                         It was written about Four hundred 
                         Years ago by a man named Bill.

                                     COURTNEY
                         Bill?

                                     FRANK
                              (smiling)
                         Billy?

                                     COURTNEY
                         Billy?

                                     FRANK
                         William?

                                     COURTNEY
                         William.......Shakespeare? 

               Frank just smiles and continues to straighten up.  He walks 
               around the counter to straighten some tables. While Courtney 
               figures out what he is trying to tell her.

               Then suddenly it clicks.  She pulls the ripped shreds of 
               Connor's business card, frantically she puts it together 
               enough to read:

               E-MAIL - ShakespeareInSLC@Aol.Com

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 94. 
                                           Copyright  2002                       




               A beautiful smile comes across her face and the realization 
               of the truth brings everything to light.

                                     COURTNEY (CONT'D)
                         But he's waiting for a train from 
                         San Francisco?

                                     FRANK
                         Which just happens to the be the 
                         transfer station for all of 
                         Washington.

               She looks at Frank.

                                     COURTNEY
                         You've known the whole time?

                                     FRANK
                              (smiling)
                         I once heard someone say "You just 
                         have to pay attention".
                              (beat)
                         I think you need to pay a little 
                         more attention.

               Courtney realizes that Connor is standing somewhere else in 
               the Train Station waiting for her.

                                     COURTNEY
                              (totally ecstatic)
                         I've got to find Connor.

               Courtney jumps up and runs out of the Cafe.  While Frank 
               glows with pride.

                                                                    CUT TO:

          35   INT. TRAIN STATION - GATE 2 -- MOMENTS LATER

               Courtney enters the scene looking around.  At first she 
               doesn't see Connor, just a man with two children getting a 
               drink at a drinking fountain, and Monica Lewis talking with 
               someone.

               Then it hits her, Connor is talking to this woman.

               P.O.V 

               Courtney watches for a moment to be sure.  But then she sees 
               him clearly as this flirtatious woman shifts her weight.

               That's when her heart falls into her stomach.  She stands 
               there stuck in her tracks, as she just watches as they 
               "flirt".

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 95. 
                                           Copyright  2002                       




               A moment goes by before the man with the children approaches 
               the two of them, placing his arm around the woman.  A moment 
               goes by, the two men shake hands and the woman and her family 
               walk off in the opposite direction.

               Connor watches them walk off then turns to see the gate area 
               empty, except for Courtney who stands there watching him.

               A smile comes to his face as he sees her.  They stand there 
               watching each other only for a moment before 

               OVER THE LOUD SPEAKER WE HEAR

                                     FRANK (O.S.)
                         Good Morning Ladies and Gentlemen 
                         and Happy Easter.  
                              (beat)
                         As the new Owner and Manager of the 
                         Salt Lake City Train Station, I would 
                         like to extend a special Thanks to 
                         Mr. Connor Jackobsen of Cymbeline 
                         Dot Com, for his assistance and 
                         generosity, it will not be forgotten.

               Connor looks around listening, he smiles with knowing that 
               Frank received a visit.  He then looks to Courtney to see if 
               she realizes he was telling the truth.

               Courtney smiles a beautiful smile back at Connor. 

                                     FRANK (CONT'D)
                         I would like to take this opportunity 
                         to relay a message to Mr. Jackobsen 
                         in regards to a passenger on Amtrak 
                         #105.
                              (beat)
                         It seems that there has been a 
                         mistake, the train he is waiting for 
                         arrived at 5:30 last evening from 
                         Boston. 

               Connor's face becomes very serious as he listens, while 
               Courtney watches in anticipation as to his reaction. 

                                     FRANK (CONT'D)
                         We apologize for the inconvenience.
                              (beat)
                         Again, Happy Easter to all. 

               A tiny smile come to Connor's face as he debates if this is 
               a joke or not.  What going on?

               But after looking at Courtney he realizes that she is 
               `SeattleGirl07734`. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                       Written By J.Daniel Nell            PG 96. 
                                           Copyright  2002                       




               Then Connor's face shows the joy in just the possibility.  
               He mouth's the words:

                                     CONNOR
                         Really?

               Courtney just nods until she sees that he to is as happy as 
               she is.  She runs across the room and jumps into his arms, 
               immediately embracing and kissing him.

               MUSIC BEGINS 

               CAMERA MOVES 360 DEGREE

               Around them as the embrace in a long kiss.

          36   INT. TRAIN STATION - BEHIND TICKET COUNTER -- CONTINUOUS

               - ESTABLISHING - 

               Frank sits behind the ticket counter laughing.  He is watching 
               a TV MONITOR which displays a black and white picture of 
               Area Gate #2. Which shows Connor and Courtney embracing in a 
               long kiss.

               ANGLE PULLS BACK

               from Frank revealing more and more of the train station until 
               it pulls back out through the front door and down the street.  
               Until:

                                                         FADE OUT TO BLACK:

               CREDIT BEGIN TO ROLL

                                     END OF ACT THREE