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-------------------------


                 

               
               FADE IN:

               TITLE: BASED ON A TRUE STORY.


               EXT. MISKES' APARTMENT HOUSE, ONEDA STREET - DAY

               1912 Minnesota.  BILLY MISKE, a strong-looking, blond eighteen 
               year-old, hoists his bicycle and some fishing gear down the 
               apartment stairwell.  He follows his father, WILLIAM MISKE.

               From an upper window, Billy's mother ANNA leans out.  She 
               and William both have unfaded German accents.

                                     ANNA
                         Billy?

               Billy looks up.

                                     ANNA (CONT'D)
                         Pick me some nice flowers; I'll put 
                         them on the table.

                                     BILLY
                         I'll remember.

                                     WILLIAM
                         We'll be back, Mother!

               The two men peddle off on their bikes, fishing poles and 
               baskets strapped to their bike frames.


               EXT. BEAVER LAKE -- DAY

               TITLE: ST. PAUL, MINNESOTA, 1912

               A fine spring day.  Billy casts a line into the water.  He 
               and William fish, an easy silence between them.  The lake is 
               situated beside a wooded area.

               They play their lines, each in his rhythm.  Billy is scouting 
               a bend down the shore.

                                     BILLY
                         What about further down?

               William sees the area -- a channel tucked back into the woods.

                                     WILLIAM
                         Give it a try.  Take your fish, Billy.

               Billy pulls in his line altogether and picks up the woven 
               straw basket which carries the fish he caught.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         2.

               CONTINUED:

                                     WILLIAM (CONT'D)
                         I’ll be there in a bit.

               Billy moves on.


               EXT. THE COVE

               Billy pulls a different lure from his hat, ties it onto the 
               end of his line.

               He hears something, distant: the occasional but rising 
               APPROVING ROAR of men shouting, encouraging.  Billy looks 
               toward the forest.

               Now he hears a BELL.

               Billy pauses, listening, and hears nothing.  He resumes tying 
               the lure.

               Another BELL.  The ROAR OF MEN strikes up again from behind 
               the trees.  Curious, Billy sets the gear aside and walks 
               into the woods.

               He is sure-footed, stepping through the growth.  The SHOUTING 
               grows louder.

               Moving closer, Billy sees what is going on.  Two men fight 
               while perhaps seventy others look on.  A REFEREE presides.

               Billy watches, enthralled, as the men box.  This is boxing 
               very much of its day, resembling an agreed-upon brawl more 
               than the sweet science.  Swinging is rather wild, and the 
               men battle standing tall rather than bobbing and weaving.

               One boxer seems to have the best of the other, and the crowd 
               CHEERS.

               William appears behind his son and calls to him.

                                     WILLIAM
                         Billy!

               Billy turns, a little startled.  He motions for his father 
               to come over.

                                     BILLY
                              (hushed, conspiratorial)
                         Sneak fight!

               William joins his son.  They watch for a moment.

               One fighter clubs the other, tired.  The men cheer.

               The BELL rings.  The men part.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         3.

               CONTINUED:

                                     REFEREE
                         Round eighteen coming up!  A fight 
                         to the finish!

               William puts his hand on his son’s shoulder.

                                     WILLIAM
                         Come away.

               William hands the boy his fishing pole and the basket, and 
               they walk away from the illegal contest.


               INT. CHURCH -- DAY

               Billy sits with his mother and father.  MARIE, a striking 
               eighteen-year old, sings a solo, "What a Friend We Have in 
               Jesus," quite prettily.  In the congregation, there is an 
               air of appreciative reverence --not least in Billy, who 
               watches her happily.

               --As does TOM KERNS, who notices Billy’s rapt attention and 
               is displeased.

               Marie finishes to the sound of murmured AMENS.


               INT. SUNDAY SCHOOL ROOM

               A small gathering of young adults is underway, including 
               Billy, Marie, and Tom.

               MRS. PIERCE leads the discussion.

                                     MRS. PIERCE
                         -- and Jesus, Who was the spotless 
                         Lamb Himself, was actually born in a 
                         stable of lambs.  God was already 
                         showing the Savior’s place in history.  
                         Any comments?

               Marie raises her hand.

                                     MRS. PIERCE (CONT'D)
                         Marie?

                                     MARIE
                         My mother and I were talking about 
                         this.  God is the only person Who 
                         could decide where, and into what 
                         situation, He was born.  And it’s 
                         interesting that He chose to be born 
                         into poverty and scandal -- Mary was 
                         pregnant and unmarried, so she should
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         4.

               CONTINUED:

                                     MARIE (CONT'D)
                         have been stoned to death.  And then 
                         they had to flee into exile for their 
                         lives.  And I’ve always thought that 
                         those were horrible circumstances.

                                     MRS. PIERCE
                         Yes.

                                     MARIE
                         And then I think of the Sermon on 
                         the Mount, and how Jesus says, 
                         "Blessed are the meek, the poor, the 
                         persecuted."  And I wonder -- if you 
                         look at it through God’s eyes, He 
                         was born into riches.

               Billy watches her, impressed.

                                     MRS. PIERCE
                         I understand what you’re asking, but 
                         you need to remember the gravity of 
                         the situation.  Nothing was easy 
                         about the Savior’s circumstances.

               Marie nods, though the teacher has missed the point.

                                     MRS. PIERCE (CONT'D)
                         Anyone else?


               EXT. CHURCH GROUNDS -- DAY

               A church social is taking place.  People mill about, speaking 
               happily.

               Billy and Marie speak confidentially near a tree.  His 
               vocabulary and rhythms are different with Marie; in fact, he 
               functions socially by tailoring his speech for whatever 
               situation arises -- a bit of a chameleon.

                                     BILLY
                              (referring to the 
                              Bible teacher)
                         -- I don’t think she had an answer
                         for you.

                                     MARIE
                         I really didn’t have a question.

               Billy smiles at her confidence.  He looks over to the table 
               where Tom serves lemonade to the thirsty churchgoers.

               Tom glares back.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         5.

               CONTINUED:

                                     BILLY
                              (to Marie)
                         You have a beau?

                                     MARIE
                         You’re very direct, Billy Miske.
                              (beat)
                         -- Which I like.  No, I don’t have a
                         beau.  You have a jo?

               Billy blushes a little.

                                     BILLY
                         No.  I thought you and Tom Kerns..?

               Marie looks over at Tom.

                                     MARIE
                         So did Tom Kerns.  "No, thank you,"
                         I replied, but I don’t think he heard 
                         it.  Oh -- I do feel for him, though.
                         He’s a very handsome boy who thinks 
                         that’s all a girl wants.

               Billy is quite taken with her.

                                     BILLY
                         Can I walk you home?

                                     MARIE
                         It’s rather far, Billy.

                                     BILLY
                         We’re healthy.

                                     MARIE
                         I’d like that.  I just don’t want 
                         Tom to make trouble, and I’m afraid 
                         he will.

                                     BILLY
                         It wouldn’t be trouble for me.

                                     MARIE
                         I imagine not.  But I don’t like 
                         that sort of thing.

                                     BILLY
                         Me neither.  I’ll get it over with 
                         quickly.


               EXT. BEHIND A WAREHOUSE -- DAY

               Wham!  Tom Kerns takes Billy’s fist in his face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         6.

               CONTINUED:

               Tom, stripped to the waist, hoped to show off before Marie 
               and the crowd of twenty or so teenagers who followed them 
               from the church.  It’s not working.

               Billy fights, more modestly, in his undershirt.  He’s not 
               trained, but there’s something about how he fights which 
               looks smart.  He lets Tom make wild swings and steps from 
               them, watching.

               The crowd is hollering.  Among them is a middle-aged man, 
               JACK REDDY.  He is not hollering, but is studying the scene 
               carefully.

               Tom takes a swing which is wild and Billy moves inside it 
               and gets in fast body blows.

               Tom makes the first smart move of his fighting career; he 
               clinches with Billy, who allows this, almost sympathetic.

                                     BILLY
                              (confidentially)
                         You ready to stop?

               Tom’s head is tucked against Billy’s chest.  Now he does an 
               unexpected thing; he jumps up, using his head to crack Billy’s 
               chin.

               Jack winces.

               Billy now pushes Tom violently away.  His lip is split and 
               bleeding.  Oddly, he isn’t angry; his focus is clear, cool, 
               and determined.

               Tom, breath regained, gets his fists up.

               Billy launches one fist toward Tom’s head, which the boy 
               blocks --

               -- leaving him wide open for Billy’s powerful left hook.

               Tom takes the crack across the jaw, spins a bit as his legs 
               give out --

               -- and he goes down.  The group cheers.

               Jack looks at Billy, impressed.

               Tom’s SECOND goes to help his friend.  Billy gets under Tom’s 
               other arm and they hoist him to a horse-drawn ice truck.

               Billy searches out Marie, who looks a little grim.  It’s 
               obvious that neither of them takes particular pleasure in 
               this.

               She hands him his shirt, which he slips on.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         7.

               CONTINUED:

               Jack watches Billy as he buttons his shirt, looking in Marie’s 
               eyes.  She hands him his collar.

               People clap Billy on the back.  He accepts their praise.

               Jack slowly drifts away with the rest of the crowd.


               EXT. A SMALL PARK -- DAY

               Billy sits, leaning against a tree as Marie -- as ladylike 
               as possible -- licks her kerchief and delicately wipes the 
               blood away.

                                     MARIE
                         That was a dirty trick.  I don’t 
                         like people deliberately hurting 
                         other people.

                                     BILLY
                         That’s an unavoidable side effect of 
                         fighting.

                                     MARIE
                         Well, they need to find some way 
                         around it.
                              (beat)
                         I shouldn’t make jokes.  When you 
                         smile, your cut opens again.

                                     BILLY
                         But it’s a nice smile.

                                     MARIE
                         It is a nice smile, and it concerns 
                         me a bit that you know it too well.
                         Please tell me you’re not a conceited 
                         boy, all full of yourself.

                                     BILLY
                         I excel at humility.

                                     MARIE
                         Well, good.
                              (she regards him)
                         I think I like you, Mr. Miske.  It 
                         might well be a good thing that there 
                         is a split lip between us right now.

                                     BILLY
                         Wouldn’t that be awfully quick?

                                     MARIE
                         A positive scandal.  You’d better 
                         get me home.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         8.

               CONTINUED:

                                     BILLY
                         May I call on you?

                                     MARIE
                         You know you need to speak to a lady’s 
                         father first.

                                     BILLY
                         I’m asking if the lady wants me to.

                                     MARIE
                         You don’t need to ask.  You’re just 
                         digging for further compliments.

                                     BILLY
                         Maybe I am, a little.

                                     MARIE
                         Maybe you are, a lot.
                              (stands)
                         Come on.  Walk me home, healthy boy.

               He stands and takes her arm.

                                     BILLY
                         My pleasure, healthy girl.

                                     MARIE
                         I’m not sure I want my parents to 
                         see that split lip, though.

                                     BILLY
                         Which is worse: me looking rough or 
                         you arriving home without an escort?

                                     MARIE
                         You’re complicating my life, Billy.

                                     BILLY
                         -- I’m just getting started.


               EXT. NEAR MARIE’S HOME -- DAY

               Billy and Marie stop walking.

                                     MARIE
                         Let me just walk from here.

                                     BILLY
                         How much further is it?

                                     MARIE
                         Just two blocks.  Do you see the two-
                         story there?  Yellow with white trim?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         9.

               CONTINUED:

                                     BILLY
                         Very nice.

               She withdraws her arm from his and their fingertips touch, 
               instinctively wanting to hold hands and also knowing it’s 
               too soon.  They fumble, embarrassed with affection.

                                     BILLY (CONT'D)
                         Well.
                              (he clears his throat)

                                     MARIE
                         Well said.

               They laugh.  Marie pulls herself together.

                                     MARIE (CONT'D)
                         I’ll go.

               She abruptly breaks away.  Billy watches her go.

               She enters her house.

               Billy, excited, turns and dashes off.


               INT. HAMMOND’S DINER -- DAY

               Billy enters, triumphant in life and love.  He hears a chorus 
               of hearty calls from one corner of the smoky restaurant. 
               Some ACQUAINTANCES.

                                     CALEB
                         Nice job, Billy!

               Billy waves appreciatively as he goes to the counter.  The 
               chef, HAMMOND, eyes him.

                                     HAMMOND
                         Who split your lip, kid?

                                     BILLY
                         Some fellow.

                                     HAMMOND
                         Thought maybe you'd been kissing the 
                         girls too rough.

               Jack Reddy looks up from his booth, seeing that Billy has 
               come in.  He speaks to GEORGE BARTON, who sits across the 
               table, nodding in Billy’s direction.

               Billy speaks to the chef.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        10.

               CONTINUED:

                                     BILLY
                         Any specials today?

                                     HAMMOND
                         Got a beef sandwich plate with dipping 
                         sauce, ‘tatos and coffee, fifteen 
                         cents.  Milk’s an extra cent.

                                     BILLY
                         Have one with milk.

               Hammond turns to the grill.

               Jack appears at Billy’s side to introduce himself.

                                     REDDY
                         How ya doin’?

                                     BILLY
                         How ya doin’?

                                     REDDY
                         Jack Reddy.

               Billy hesitates, then shakes the man’s hand.

                                     REDDY (CONT'D)
                         Name familiar?

                                     BILLY
                         I may have heard it.

                                     REDDY
                         I train fighters, scout for talent.

               He expects Billy to take the bait.  Billy waits him out.

                                     REDDY (CONT'D)
                         I saw your fight today, and you got 
                         something.  You ever thought of taking 
                         up the fight game?

                                     BILLY
                         That was just a scrap.

                                     REDDY
                         Over a girl, wasn’t it?  I got eyes.  
                         See, what I’m looking for -- some 
                         man’s got to beat Jack Johnson.  A 
                         white man, specifically.  What do 
                         you think?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        11.

               CONTINUED:

                                     BILLY
                         I wonder what you saw in one back 
                         alley fight that makes you think I 
                         could beat the champion heavyweight.

                                     REDDY
                         Like I said -- I got eyes.  You don’t 
                         have it yet -- no one’s trying to 
                         sucker you -- but I watched you.  I 
                         saw you watching your man, learning 
                         from him, and saw you looking for 
                         your opportunity and taking it.
                         I’ll tell you what else: you didn’t 
                         get mad.  He did you a bum deal in 
                         that clinch and you didn’t lose your 
                         cool.  I want to train you.  Give it 
                         a shot, why not?  See if you got any 
                         stuff.  If you do, we see how far we 
                         can go with it.

               Hammond delivers Billy’s sandwich.  Billy nods his thanks, 
               begins to eat.

                                     BILLY
                         Boxing is illegal.  Tell me about 
                         that.

                                     REDDY
                         It’s a dodge.  Boxing’ll be hundred 
                         percent legal any day and fifty 
                         percent the fun.  You train all you 
                         want at the gym -- spar, work the 
                         bag, nothing illegal there.  I set 
                         up a fight, word spreads, men come 
                         to see you in a barn, out by the 
                         river, wherever we set it up.  Used 
                         to have a sheriff who let us use the 
                         courthouse basement!  Anyway, 
                         newspaper men like my friend George 
                         Barton over there, they write it up 
                         and people read about it the next 
                         day.  Don’t you think they’d toss 
                         sports writers in the clink if they 
                         were serious about it being illegal?  
                         'Shaw, son.

                                     BILLY
                         That’s George Barton?

                                     REDDY
                         Oh, now you’re impressed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        12.

               CONTINUED:

                                     BILLY
                         You interrupted your meal with him 
                         to talk to me?  You’re the one who’s 
                         impressed.

                                     REDDY
                         Great.  You’re impressed that I’m 
                         impressed.  Now you get it, kid?  No 
                         foolin’, what I mean.  You got 
                         something.

               Billy thinks things over.

                                     BILLY
                         Where do I get hold of you?

               Jack is quick with his business card.  Billy sticks out his 
               hand.

                                     BILLY (CONT'D)
                         Name’s Miske.

               They shake.

                                     REDDY
                         Good sized paw, Miske.
                              (stands)
                         I think we can get some good work 
                         out of it.  And a good payday.


               INT. CAPITAL LUMBER WAREHOUSE - DAY

               Billy and his father are loading a truck with long wooden 
               planks.

                                     BILLY
                         Papa?

                                     WILLIAM
                         Hmm?

                                     BILLY
                         I had a fight yesterday.

                                     WILLIAM
                         I saw the lip.  What about?

                                     BILLY
                         A girl.  Marie.

                                     WILLIAM
                         The singer girl?  She's pretty.  But 
                         I don't want you fighting.  That's 
                         no answer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        13.

               CONTINUED:

                                     BILLY
                         There's something I have to ask you 
                         about.  A man saw me, saw the fight.
                         He thinks I'm good.

                                     WILLIAM
                         What man?

                                     BILLY
                         He trains boxers.  He's a friend of 
                         George Barton.  He was with him at 
                         Hammond's.

                                     WILLIAM
                         What are you saying?  You want to be 
                         a boxer?

                                     BILLY
                         It's like something in me woke up.
                              (urgent)
                         You know how St. Paul is: unless you 
                         have old East money or come from 
                         this family or that, you're never 
                         gonna be anybody.  Yesterday I got 
                         two chances handed to me, and I want 
                         to grab 'em both.  I can be a champion 
                         in the fight game and have the best 
                         girl I ever set my eyes on right 
                         with me.  I'm asking for your 
                         blessing, Papa.

               William considers all this.

                                     WILLIAM
                         You're my son, Billy.  I bless you, 
                         I'm proud of you.  But you are asking 
                         your father to bless crime.  I can't 
                         do that.  I won't put your mother 
                         through that.  You're a man, you 
                         make your own decisions.  But you 
                         will not be a fighter and live in 
                         our house.

                                     BILLY
                         It's going to be legal soon.

                                     WILLIAM
                         Soon is not today, Billy.  I did not 
                         raise you to be a criminal.

                                     BILLY
                         Yes, Sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        14.

               CONTINUED:

               INT. HAMMOND'S DINER - DAY

               Billy sits at the counter folding and refolding Jack Reddy's 
               business card, considering things.

               He tosses coins on the counter and exits.


               INT. YMCA GYM - DAY

               Jack gives Billy a tour of sorts, guiding him along as they 
               walk among training fighters and weight lifters.  Some skip 
               rope, two spar in a ring, one fellow punches a bag, another 
               performs biceps curls.

                                     BILLY
                         I'm not committing to anything yet.

                                     REDDY
                         Right, right.  We're just going to 
                         see how you do, be smart about this.

               They reach the ring, and Jack points.

                                     REDDY (CONT'D)
                         Okay.  Watch this guy.  Black shorts.
                         Roger Collins.  Tell me what you 
                         see.

               ROGER fights.  Jack watches Billy watching the fight.

                                     REDDY (CONT'D)
                         See anything?

                                     BILLY
                         Hold tight.
                              (watching)
                         Yeah.  Yeah, okay.  He's got a left 
                         he's itching to use; must be a good 
                         surprise hook.  He doesn't recover 
                         fast.

                                     REDDY
                         Go on.

                                     BILLY
                         He leaves his right a little open, 
                         too.  I think I'd get in on that, 
                         rock him with a good left -- body, 
                         head, whatever I got -- and then a 
                         right ought to put him down.

                                     REDDY
                         Let's get you in gear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        15.

               CONTINUED:

               INT. YMCA BOXING RING -- DAY

               Billy fights another OPPONENT, moving in, crowding him.  The 
               opponent is backing away; he's already taken punishment.

               Billy gets in a good lick.  The opponent swings and misses.

               Billy steps into the opening and begins punching quickly and 
               repeatedly.

               His punches grow less forceful as the opponent sinks to the 
               mat.

               Billy turns to Jack.

                                     BILLY
                         Should I have not done that?

               Jack speaks to BRADY, a trainer, who stands beside him.

                                     REDDY
                         Get me someone who can get my boy a 
                         little tired.


               INT. YMCA BOXING RING - DAY

               Billy circles THOMAS, a large black man who outweighs him by 
               fifty pounds and is probably five inches taller.

               Thomas throws experimental punches which Billy largely ducks.

               One gets inside Billy’s defense and lands smartly across his 
               cheek.  Billy takes it, continues circling.

               Thomas takes a couple more jabs, growing confident, and Billy 
               absorbs a blow to his midsection.

               Jack watches, wondering what’s going on.

               Billy circles a little wider, and Thomas senses he is running.

               Billy jabs twice and fast; Thomas deflects them and gets in 
               a cross to Billy’s jaw.

               Billy’s taking the punishment.  Jack sees he is weakening.

               Thomas corners Billy and is ready to knock him down.  He 
               takes a swing with increased force and confidence.

               Billy ducks under it and Thomas’s balance is thrown.

               Billy launches a full assault on Thomas, his body blows slowly 
               doubling the big man over.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        16.

               CONTINUED:

               As Thomas retreats, Billy continues the pummeling, and it’s 
               obvious that he had this planned.

               When Thomas can no longer bear himself fully, Billy crashes 
               his mitt against the man’s jaw.

               Thomas goes down to one knee.  The BELL sounds.

                                     REDDY
                              (shouts)
                         Okay!  That’s it!

               Billy helps Thomas up, who is dazed.

                                     BILLY
                              (to THOMAS)
                         You all right?

                                     THOMAS
                         Thought I had you.

                                     BILLY
                         Good fight.

                                     THOMAS
                         Good fight.

               Thomas moves off, stepping out of the ring as Billy walks 
               over to Jack.

                                     REDDY
                         You an actor?

                                     BILLY
                              (laughs)
                         Guess I am.

                                     REDDY
                         Well, I saw a performance.  Walk it 
                         off for ten minutes and meet me in 
                         the lockers.

               Billy nods and steps out of the ring.


               INT. LOCKER ROOM - DAY

               Billy enters and finds Jack seated on a bench reading the 
               paper.  Billy uses his teeth to untie the gloves from his 
               hands.  Jack folds the paper away and looks at the young man 
               squarely.

                                     REDDY
                         Do you drink?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        17.

               CONTINUED:

                                     BILLY
                         No thanks.

                                     REDDY
                         It’s not an offer.  You’ve ever had 
                         liquor?

                                     BILLY
                         Didn’t care for it much.

                                     REDDY
                         Smoke?

               Billy shakes his head.

                                     REDDY (CONT'D)
                         What do you like about fighting?

                                     BILLY
                         I don’t have it figured out.

                                     REDDY
                         You were hard on that nigger.

                                     BILLY
                         Not to cause trouble, Sir, but I’ve 
                         got nothing against anyone about 
                         their color.  More trouble with people 
                         who do, I suppose.  I was just 
                         fighting smart, I’d say.

                                     REDDY
                         I’d say.  So you got no problem with 
                         a darkie being champion of the world?

                                     BILLY
                         Not if he’s a better fight than me.

               Jack considers him.

                                     REDDY
                         Well, son, I’ll tell you straight.  
                         What I seen today tells me you got a 
                         real live boxer in you.  I ain’t 
                         seen all your juice, but you -- you're 
                         good clay.  I’d like to train you, 
                         point your nose toward champion.
                         What do you think of that?  You're 
                         looking at twelve to fifteen hours a 
                         day.  Fourteen rounds of boxing -- 
                         sparring, working the bag, shadow 
                         work -- and you'll get up to five, 
                         six mile running.  Eat right, sleep 
                         right; I tell you what to do.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        18.

               CONTINUED:

                                     REDDY (CONT'D)
                         You do what I tell you to do, you 
                         can be champion.  You have a good 
                         run as champion, and between the 
                         fight purse and the vaudeville game?  
                         Half a million to two million dollars.
                         You got another way in this life to 
                         see that kind of money?  Then tell 
                         me no.  But I got a feeling about 
                         you, kid.  No foolin'.

                                     BILLY
                         What do you get?

                                     REDDY
                         Twenty percent.  You get good enough 
                         to renegotiate and we will.

               Billy thinks it over.

                                     BILLY
                         You willing to stake me?

                                     REDDY
                         How so?

                                     BILLY
                         If I take the sport, my father won't 
                         let me keep living at home.

                                     REDDY
                         One of those, huh?

                                     BILLY
                         Yes, it is.  Don't say anything 
                         against him.

                                     REDDY
                         Okay.  You’re touchy about some 
                         things, aren’t you?

                                     BILLY
                         Reasonable, to my mind.

                                     REDDY
                         I'll talk to my wife.


               INT. BILLY'S BEDROOM - DAY

               Billy finishes packing in the Miske's humble apartment.  His 
               mother and father are in the room.  The moment is emotional 
               for them; Anna is holding back tears.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        19.

               CONTINUED:

                                     BILLY
                         I hope you’ll still let me visit.

                                     WILLIAM
                         Of course.

                                     BILLY
                         Will you be ashamed if I sit with 
                         you in church?

                                     WILLIAM
                         Of course not, if they'll let you 
                         come.

                                     BILLY
                         I can still help out with the chores.
                         And when I make some money...

                                     WILLIAM
                         No fight money, Billy.

                                     BILLY
                         Okay.

               Billy closes his trunk and latches it.

                                     BILLY (CONT'D)
                         It may not work out.

                                     ANNA
                         Yes.  You come back.

                                     BILLY
                         It’ll be legal soon.

                                     ANNA
                         You come back.

                                     BILLY
                         Yes, Mama.

               He goes to kiss her.  She embraces him too hard, and his 
               eyes water.  He breaks away and looks at his father.

                                     BILLY (CONT'D)
                         Papa.
                              (shakes his father’s 
                              hand)

                                     WILLIAM
                         You’re a good boy.

                                     BILLY
                         Thank you.  Thank you Mama.  Papa.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        20.

               CONTINUED:

               Billy indicates his trunk.

                                     BILLY (CONT'D)
                              (To William)
                         Help me so I don’t scratch the walls?

               The two men ease the trunk out of the room.


               INT. YMCA GYM - DAY

               Billy is skipping rope.  Jack comes over to appraise his 
               diligence.

                                     REDDY
                         How’s it feel?

                                     BILLY
                         Okay... When do I spar?

                                     REDDY
                         Later.  I want to build up your 
                         breath.
                              (checks his watch)
                         Fifteen minutes more.

               Billy doesn’t like it, but keeps going.


               EXT. MARIE'S HOME - DAY

               Billy, dressed nicely, walks to Marie's house.  As he 
               approaches, he hears a woman singing very well.  Its beauty 
               slows him a little.

               After listening a moment, he knocks on the front door.

               Marie's mother, MARTHA, answers.  The singing stops, then 
               resumes: someone is practicing.

                                     MARTHA
                         Good day.

                                     BILLY
                         Good day, ma'am.  I'm William -- 
                         Billy Miske, an acquaintance of 
                         Marie's.  I wondered if I could pay 
                         a call?

               Martha sees that formality is a stretch for Billy, and she 
               cheerfully follows his lead.

                                     MARTHA
                         I'm sorry, Mr. Miske.  Her father 
                         isn't home just now.  I'm her mother.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        21.

               CONTINUED:

                                     BILLY
                         Pleased to meet you, Mrs. Bennett.

                                     MARTHA
                         Perhaps you could return tomorrow 
                         evening?

                                     BILLY
                         Well, that's fine!  I'd like that.

                                     MARTHA
                         Fine!  Would eight o'clock be all 
                         right?

                                     BILLY
                         Thank you, Mrs. Bennett.

                                     MARTHA
                         Mr. Bennett will look forward to 
                         seeing you.  And Marie, of course.

                                     BILLY
                         Thank you.
                              (He almost turns away)
                         Mrs. Bennett?
                              (Hushed, indicates 
                              the singing)
                         Is that her?

               Martha smiles, pleased that this young man is enamored of 
               her daughter and struck by her talent.  He smiles back, 
               pleased at his fortune.

                                     BILLY (CONT'D)
                         I'll be back tomorrow.  Pleased to 
                         make your acquaintance, Mrs. Bennett.
                              (He bows)

                                     MARTHA
                         Pleased to be acquainted, Mr. Miske.
                              (A dignified curtsey)
                         Billy walks away.


               INT. SCHOOL GYMNASIUM - EVENING

               A boxing ring has been set up, and perhaps two hundred men 
               attend.  Jack pulls through the crowd with Billy.

                                     REDDY
                         Mike Gibbons, the St. Paul Phantom.
                         You're gonna fight this kid, I'm 
                         sure, so you might as well see his 
                         stuff.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        22.

               CONTINUED:

               They arrive near ringside.

               George Barton, referee, climbs into the ring with a megaphone.

                                     GEORGE
                         Gentlemen!  This will be a ten round 
                         fight, after which I will give my 
                         decision.  Will the fighters please 
                         enter the ring?

               Men enter from opposite sides as the crowd cheers.

                                     VOICE (O.S.)
                              (repeating, making 
                              himself heard)
                         Stay where you are!  This is the 
                         Deputy Sheriff!  Everyone stay where 
                         you are!

               Suddenly, people realize the fight is being broken up by the 
               police.  A mad dash begins for whatever exits people can 
               find.

               George and one of the fighters dive out of the ring.

                                     REDDY
                         Barton!

               George gives Jack and Billy the high sign and they follow 
               him.

               He leads them under the bleachers.

                                     GEORGE
                         I knew the high school was a bum 
                         idea.

               They duck through a door indicating the ladies' changing 
               room.

                                     REDDY
                         Cover your eyes, Billy.

               George heads straight toward a set of windows seated about 
               five feet from the floor.  He gestures to Jack and Billy.

                                     GEORGE
                         Always map out your escape route....
                         Bring that bench over here.

               Jack and Billy go to the bench and tug on it.  It is bolted 
               down.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        23.

               CONTINUED:

                                     GEORGE (CONT'D)
                         Oops.
                              (opens a window)
                         Gimme a boost, you two.

               Billy is concerned; there is a great commotion in the gym 
               which is audible.  Jack is giggling, enjoying this.  They 
               make bridges with their hands and George steps into them.

               They boost him out the window.  He goes out and, a moment 
               later, lands with a thud.

                                     GEORGE (CONT'D)
                         Bit of a drop!

                                     REDDY
                              (to BILLY)
                         Athletes last.

                                     BILLY
                         My hero.

               Billy clasps his hands together and boosts Jack up and out.

               He smoothly grabs the window sill, pulls himself up with a 
               reverse curl, and is out the window.  Graceful.


               INT. MARIE'S PARLOR - NIGHT

               In great contrast to the previous scene: The wealthy Bennett 
               family (Marie, Martha, father JOHN, his sister BERNICE) sit 
               politely as Billy visits with them.

                                     BERNICE
                              (to BILLY)
                         Tea?

                                     BILLY
                         No, thank you.

                                     JOHN
                         Well, Mr. Miske, we've been now 
                         properly introduced.  Speak to us a 
                         bit.

                                     BILLY
                         On what subject, sir?

                                     JOHN
                         Whatever pleases you.

                                     MARIE
                         Father loves to test a person's 
                         extemporaneous abilities.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        24.

               CONTINUED:

                                     JOHN
                         Don't give away the game too quickly, 
                         dear.

                                     BILLY
                         Extemp -- what is it?  If I'm fast 
                         on my feet?

                                     JOHN
                         Apparently you are!

                                     BILLY
                         What game do you mean, Mr. Bennett?
                         I don’t share your advantage of 
                         knowing its rules even as I don't 
                         share your advantage of personage.

                                     JOHN
                         It interests me to know the pastimes 
                         and preoccupations of others; 
                         particularly so when, as you note, 
                         the person does not share my 
                         advantages.

               Billy voices his thoughts carefully.

                                     BILLY
                         Well, I’m a fairly simple man, I’d 
                         say, and I’m still learning new words, 
                         like anthropology.  I hope that, 
                         whatever my shortcomings may be, 
                         your courtesy will allow me to be 
                         good company during my visit rather 
                         than an entertainment.

               The room is charged for a moment as John considers this.

                                     JOHN
                         I’m fond of cigars, Mr. Miske.  Do 
                         you mind if I enjoy one in your 
                         company?

                                     BILLY
                         Not at all, sir.

               John prepares a cigar, clipping its end.

                                     JOHN
                         Your point hits home, sir, as it is 
                         carefully aimed and somewhat 
                         sharpened.  I apologize for causing 
                         you discomfort.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        25.

               CONTINUED:

                                     BILLY
                              (letting him off the 
                              hook)
                         I enjoy a bit of sparring, Mr.
                         Bennett, and I know yours is well-
                         intentioned.  I’m happy to discuss 
                         myself or any other subject I can 
                         contribute to.  And I will listen to 
                         other subjects, hopefully to learn.

               John lights his cigar, puffing it to life.

                                     JOHN
                         That’s a fine axiom, Mr. Miske; keep 
                         it.  It is a rare thing to remain 
                         open, modest, and flexible.
                              (beat)
                         Do you care for musical arts?

                                     BILLY
                         I’m not educated, but do appreciate 
                         them.  I heard fine singing coming 
                         from these rooms yesterday.

                                     JOHN
                         That is Marie.  Her aunt provides 
                         accompaniment.  Shall we persuade 
                         them to song?

                                     BERNICE
                         We were broaching a new song, brother.

                                     MARTHA
                         Perhaps something familiar?


               INT. MUSIC ROOM - EVENING

               Bernice accompanies as Marie sings Grieg’s "Solvejg’s Song" 
               in its native tongue.

                                     MARIE
                              (singing)
                         "The winter wane And the springtime 
                         go by/The springtime go by/The summer 
                         too may vanish/The year may die/The 
                         year may die/But one day you’ll 
                         return/That in truth I know/And here 
                         I’ll await you/As I promised ago/As 
                         I promised ago/May God guide your 
                         feet/If on earth you still rove/On 
                         earth you still rove/His blessed 
                         peace be yours/If in realms above/In 
                         realms above/Faithfully I’ll abide/
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        26.

               CONTINUED:

                                     MARIE (CONT'D)
                         ‘Til again you draw near/Again you 
                         draw near/But if you wait in heaven/At 
                         last I’ll meet you there/At last 
                         I’ll meet you there."

               Her voice is lovely.  Bernice finishes nicely.

               Billy and the Bennett family applaud.  Billy and Marie 
               exchange looks; she is a little reserved but enjoys being on 
               display for him, and he is obviously smitten.

                                     JOHN
                         Very nice.  Very nice.

                                     MARTHA
                         Did you like it, Billy?

                                     BILLY
                         Very much.
                              (laughs)
                         Though I have no idea what I just 
                         heard!

                                     BERNICE
                         I don’t think you need to know the 
                         language, sir, to know the emotion 
                         of the song.

                                     BILLY
                         I can’t say I know what it was about; 
                         I enjoyed hearing Miss Bennett singing 
                         it.
                              (laughs)
                         I wouldn’t trust my ear for an 
                         interpretation of its meaning!  But 
                         it sounded a little sad.

                                     BERNICE
                         Would you prefer something gay, Mr.
                         Miske?

                                     BILLY
                         My preference would be for Miss 
                         Bennett to perform what she wished.

                                     MARIE
                         I enjoyed the selection very much.

                                     BILLY
                         Then your guest is all the more 
                         pleased.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        27.

               CONTINUED:

                                     BERNICE
                         Do you approve in general of a woman 
                         expressing herself in her interests 
                         and decisions?

                                     BILLY
                         I suppose that I do.

                                     BERNICE
                         I am curious, Mr. Miske, as this is 
                         a hotly debated subject -- I currently 
                         campaign for a woman’s right to vote.  
                         With no intention to inflame our 
                         conversation, I solicit your opinion 
                         on the matter.

                                     BILLY
                         Of course, I’ve heard some about 
                         this, but I haven’t given it much 
                         thought.  I don’t know that it will 
                         happen.  I suppose I would say that 
                         I would approve, but I wish that I 
                         were assured that each of those women 
                         voting were educated in the matter 
                         of politics.  My discomfort is that 
                         I suffer my own ignorance, yet am 
                         given freely the right, so I see no 
                         reason not to extend the same 
                         privilege to the fair sex.  It seems 
                         correct -- even Christian.

                                     JOHN
                         Well said.

                                     BERNICE
                         I do believe that the future will 
                         allow it.  Even the near future.

                                     BILLY
                         For your passion’s sake alone, I 
                         could wish it.

                                     MARTHA
                         May I ask, Sir, about your future?

                                     BILLY
                         Of course, Mrs. Bennett.

                                     MARTHA
                         You work with your father at a lumber 
                         factory?

                                     BILLY
                         Capital Lumber, yes.  I did.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        28.

               CONTINUED:

                                     BILLY (CONT'D)
                         Now I have a certain promise 
                         elsewhere.
                              (beat)
                         I was just recently approached by 
                         Mr. Jack Reddy, a friend of George 
                         Barton’s -- to take up fistics.
                         There is little doubt that I have a 
                         talent there -- you know who George 
                         Barton is?

                                     JOHN
                         The sports column writer.

                                     BILLY
                         Yes.  Biggest in the city.  We all 
                         think I can do quite well.

               Marie’s face registers concern.

                                     BERNICE
                              (changing subject)
                         You enjoyed Marie’s performance; 
                         perhaps you would like another?

                                     BILLY
                         Very much.


               INT. PARLOR - NIGHT

               Billy is taking his leave.  The group is standing as he moves 
               toward the door.

                                     MARTHA
                         Good night, Mr. Miske.

                                     JOHN
                         Are you sure you have to go?

                                     BILLY
                         I need rest from my training or I 
                         would stay.  I've enjoyed this evening 
                         very much.

                                     MARTHA
                         You're welcome to visit again.

                                     BILLY
                         Thank you, Mrs. Bennett.
                              (to Marie)
                         Good night, Miss Bennett.

                                     MARIE
                         Good night.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        29.

               CONTINUED:

                                     BILLY
                         Mr. Bennett -- could you see me to 
                         the door?


               INT. FOYER -- NIGHT

               John helps Billy into his thin coat.

                                     BILLY
                         Thank you for a very pleasant evening, 
                         Mr. Bennett.

                                     JOHN
                         Our pleasure, sir.

                                     BILLY
                              (summoning himself)
                         I wondered if I might have your 
                         permission to call on Marie.

               John pauses carefully.

                                     JOHN
                         I regret that I cannot give it.

               Some life goes out of Billy, who is honestly surprised.

                                     BILLY
                         Sir?  I -- perhaps if you became 
                         better acquainted with me --

                                     JOHN
                         From what I see, I approve of you.
                         It seems you're made of fine stuff.  
                         But I think you would agree that I 
                         would not be much of a father if I 
                         allowed my daughter to be courted by 
                         a man whose career was not above the 
                         reproach of the law.

                                     BILLY
                         But!  I intend no disrespect, Mr.
                         Bennett, but it is only a sport, a 
                         game.  The newspapers are full of 
                         it, gentlemen attend the -- I ask 
                         you to reconsider.

                                     JOHN
                         I'm sorry.  I am sorry.

                                     BILLY
                         Sir, please.  Marie!  My feelings 
                         for her, which I believe she shares --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        30.

               CONTINUED:

                                     JOHN
                         I am firm in this, sir.

                                     BILLY
                         And she agrees?

                                     JOHN
                         You may ask her, but I know well 
                         that she will not contradict her 
                         father.  Are you firm in your choice 
                         of career, Mr. Miske?

               Billy searches himself.

                                     BILLY
                         I'd say I am.
                              (beat)
                         This puts me in a terrible spot.

                                     JOHN
                         I'm sure Miss Bennett has her share 
                         of the predicament, as well.

                                     BILLY
                         I haven't forgotten her, Sir.
                              (beat)
                         Perhaps if you saw me fight, Mr.
                         Bennett, you would see what talent I 
                         have.

               John is pained by this exchange.  He extends his hand.

                                     JOHN
                         Good night, Mr. Miske.

               Billy shakes the man's hand, a little stunned --

                                     BILLY
                         Good night...

               -- and leaves.


               INT. YMCA - DAY

               Jack holds Billy's feet as Billy pulls his way through a 
               series of sit ups.

               Jack looks in Billy's eyes.  You okay?

               Billy nods slightly, lowers himself again.

                                     REDDY
                         Fifty-eight...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        31.

               CONTINUED:

               Jack can see something is wrong, but doesn't press it.  Billy 
               curls his body up, then lowers himself again.

                                     REDDY (CONT'D)
                         ...fifty-nine...

               Billy curls his body up.


               TITLE: TWO YEARS LATER

               This Billy is a couple of years older and his body is thicker 
               with more muscle.  His eyes are also more determined and 
               purposeful.  He lowers his torso again.

                                     REDDY (CONT'D)
                         ..sixty.  Okay.

               Jack stands; Billy rests on his back just a moment, then 
               hops up, runs in place.

                                     REDDY (CONT'D)
                         Feel good?

                                     BILLY
                         Feel great.  How long is the train 
                         ride?

                                     REDDY
                         St. Paul to Philly?  Couple days.

                                     BILLY
                         What odds are we getting?

                                     REDDY
                         You're at six to one, Greb at five 
                         to two.

               Billy snorts a laugh.

                                     REDDY (CONT'D)
                         He's a local boy; they pump it up.

                                     BILLY
                         You betting on me?  Huh?

               Billy playfully begins to spar with Jack, throwing air 
               punches.  Jack circles, giving what he gets; he's surprisingly 
               quick.

                                     REDDY
                         Miske, you taking me on?

                                     BILLY
                         C'mon, old man.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        32.

               CONTINUED:

                                     REDDY
                         Reddy, odds at two to one, Miske --

                                     BILLY
                         --one eighth to one!
                              (gets in a little 
                              slap)
                         One one-millionth to one!

               Jack growls, and Billy allows his manager to drive him back.

                                     BILLY (CONT'D)
                         Don't hurt me!


               INT. CHURCH - WINTER DAY

               Sunday service.  The pews are nearly full.  Billy sits with 
               his mother and father.  The pump organ plays.

               Billy smiles at someone and nods his head, when something 
               catches his attention:

               The Bennett family enters, led by Marie.

               She sees Billy and smiles.  He smiles back.  There are 
               obviously still sparks between them.

               She is looking for a place for her family to sit; the church 
               is full.

               Now she sees that the pew in front of the Miskes is open.

               Billy sees this and blushes.  He looks away.

               Marie, uncomfortable, tries to find any other place for them 
               to sit.

               Billy looks up shyly at her.  Now she is flush.  There is no 
               where else.

               She turns to her family and indicates the pew.  She gently 
               urges Bernice to enter, situating herself last -- and far 
               from Billy.

               Bernice, being polite, insists that Marie step in first.

               The music is ending.  The Bennetts need to seat themselves 
               quickly.  Marie decidedly steps in and moves down the row --

               -- to be seated directly in front of Billy.

               Marie meets Billy's eyes as she moves.  She smiles a little 
               at her awkwardness.  Billy smiles a little, too, taking a 
               deep breath to steel himself.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        33.

               CONTINUED:

               Both families are now aware of the little scene unfolding; 
               the men seem to find it humorous and the women are alternately 
               considering propriety and romance.  The young couple's desire 
               is obvious and undiminished.

               Marie sits.  Billy sees the back of her neck, her hair swept 
               up beneath her tasteful hat.

               Marie's neck is tense; she wants so much to turn around.

               Perhaps she can also feel Billy's gaze.

               Billy looks.  Her neck is beautiful.

               The organ playing stops, bringing Billy to attention.


               INT. SUNDAY SCHOOL ROOM - DAY

               Billy and Marie are now in a room of adults.  Their minister, 
               REV. KEYES, teaches the class.

                                     KEYES
                              (reading the Bible)
                         "Wives, submit yourselves unto your 
                         own husbands, as it is fit in the 
                         Lord. Husbands, love your wives, and 
                         be not bitter against them.  Children, 
                         obey your parents in all things: for 
                         this is well pleasing unto the Lord.  
                         Fathers, provoke not your children 
                         to anger, lest they be discouraged."
                              (addresses the class)
                         I have seen this passage abused by 
                         husbands who want to control wives 
                         and wives who want to fleece servants.
                         Colossians does not encourage us to 
                         tyranny, but to love.  We are to 
                         behave toward spouses and parents 
                         and masters as we would behave toward 
                         God Himself.

               JOSIAH PABST, a man in his early thirties, raises his hand.

                                     KEYES (CONT'D)
                         Mr. Pabst?

                                     JOSIAH
                         It's interesting that responsibility 
                         falls on those in superior position.

                                     KEYES
                         Indeed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        34.

               CONTINUED:

                                     JOSIAH
                         So, as I manage the men at my shop, 
                         they have a duty to serve me and I 
                         have a duty to not burden them.  And 
                         with my boy; he needs to obey his 
                         father while I need to help him feel 
                         well toward me.  It gives me pause 
                         when I think of training and 
                         discipline.  Surely I do not abandon 
                         those things.

               Marie raises her hand.

                                     KEYES
                         Miss Bennett?

                                     MARIE
                         Proverbs says, "Train up a child in 
                         the way he should go: and when he is 
                         old, he will not depart from it." 
                         Children must be reared, disciplined, 
                         and guided.

                                     BILLY
                         But if --
                              (he raises his hand)

                                     KEYES
                         Mr. Miske?

                                     BILLY
                         But if we are to treat others the 
                         way we would treat God... how would 
                         you discipline God?

                                     KEYES
                         Take care, sir.

                                     BILLY
                         That's not exactly what I mean to 
                         say.  If you have a child, and the 
                         child reaches adulthood... if you 
                         are treating that child with all 
                         respect and love, isn't there a day 
                         that comes when you allow that child 
                         her own life and choices?

                                     KEYES
                         That is a matter of discretion, of 
                         course, but I would likely agree.

               Marie's hand goes up.

                                     KEYES (CONT'D)
                         Miss Bennett?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        35.

               CONTINUED:

                                     MARIE
                         Yet, if the parent has firm wishes 
                         in certain matters, that child should 
                         still submit, however firm the child's 
                         wishes.  I think of the first of 
                         Jesus' miracles -- turning water 
                         into wine.  He was an adult and firmly 
                         did not want to do that.  But it was 
                         His mother who asked, and though He 
                         said, "Mine hour hath not yet come,"
                         He did it anyway, because His parent 
                         had asked.

                                     KEYES
                         You make an excellent point.

                                     MARIE
                         To His Father, He submitted unto 
                         death.  To be obedient, He took no 
                         spouse and had no children, though 
                         obviously He thought very much of 
                         women and families...  It is very 
                         hard to submit when so much of you 
                         is crying out against it... and you 
                         feel perhaps you are giving up 
                         happiness itself...
                              (Marie's eyes are 
                              beginning to tear up)
                         I'm sorry...
                              (stands to leave)
                         Will you excuse me?

               Marie exits.  Billy watches her go, pained.


               INT. TRAIN - DAY

               Billy sits at a table with Reddy, George Barton, and RING 
               LARDNER.  They play cards as the train rolls along.

                                     GEORGE
                         Just wait 'till your first legal 
                         gate, Billy.

                                     REDDY
                              (half-kidding Billy)
                         My dream is that he'll win the purse, 
                         find his own place and give my wife 
                         and me our privacy back.

                                     BILLY
                         Then I lose the musical pleasure of 
                         your snore.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        36.

               CONTINUED:

                                     REDDY
                         Listen to him -- !

                                     BILLY
                         I'll move; I can afford it.

                                     REDDY
                              (overlapping)
                         -- "musical pleasure!"  I think he's
                         trying to impress you, Ring!

                                     GEORGE
                         He's already impressed; that's why 
                         he's making this trip.  Who dealt?

               Ring lifts a finger.

                                     GEORGE (CONT'D)
                         Well, boys, the boys in the 
                         legislature have a proposal to make 
                         fights legal in Minnesota.  They're 
                         wising up; they know they're losing 
                         revenue.

                                     REDDY
                         We keep hearing that.  Believe it 
                         when we see it.  All the hacks in 
                         bookies' pockets will keep it low; 
                         more exciting that way, more money.

                                     GEORGE
                         There's more money when it comes out --

                                     REDDY
                         Not gambling money!

                                     GEORGE
                         Think of the gate!  A legal gate!

                                     REDDY
                         Believe it when we see it.

               A PORTER comes by; Billy signals him.

                                     BILLY
                              (to Porter)
                         Get me some seltzer, and drop a little 
                         baking soda in it, please.

                                     PORTER
                         Yes, sir.  Anyone else?

                                     RING
                         Another rye.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        37.

               CONTINUED:

                                     GEORGE
                         Beer.

                                     REDDY
                         Beer.  And some more nuts.

                                     PORTER
                         Coming up.
                              (exits)

                                     GEORGE
                         What do you think Billy?  Do you 
                         want boxing to be legalized?

                                     BILLY
                         Yes, I do.  About as much as I want 
                         anything in the world.

                                     REDDY
                              (to Ring)
                         Billy's stuck on a girl; father won't 
                         let her see Billy because the fight 
                         game isn't legal.

                                     RING
                         My sympathies, son.  And have you 
                         shopped elsewhere?

                                     BILLY
                         She's who I want.

                                     REDDY
                         He's stubborn for her --

                                     BILLY
                         You'd have to meet her.  She's 
                         everything.

                                     RING
                         I imagine she is.  And so how long 
                         have you been not courting her?

                                     BILLY
                         Two years.

               Barton gives a low whistle.

                                     GEORGE
                         That's a while.  Spunky young man 
                         like you?  How do you manage it?

                                     BILLY
                         Love.

               Jack laughs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        38.

               CONTINUED:

                                     BILLY (CONT'D)
                         What?  I'll say it.

                                     RING
                         If you feel like it's right, you 
                         hang in, Billy.  I courted my wife 
                         for four years through letters.

                                     GEORGE
                         This is true.

                                     RING
                         We didn't live in the same city; 
                         usually not in the same state.

                                     GEORGE
                         'Course, much of that time was finding 
                         an apartment she'd agree to live in.
                              (laughs)

                                     RING
                         That's true.  Finicky as a cat.


               INT. PHILADELPHIA BOXING ARENA - NIGHT

               The gong sounds.  Billy and Harry Greb come out of their 
               corners.  The narration from the next day's newspaper 
               describes the fight:

                                     REDDY (V.O.)
                              (reading newspaper)
                         "Billy Miske, St. Paul light 
                         heavyweight, won a decision last 
                         night in his fight against Pittsburgh 
                         favorite Harry Greb."

               Billy holds his chin low, bobbing and weaving.  Billy takes 
               a swing which Harry avoids, allowing Harry a solid blow to 
               Billy's midsection.

                                     REDDY (CONT'D)
                              (reading)
                         "The Fairmount Activity Center crowd 
                         was treated by the expert display of
                         boxing from both men.  After an evenly-
                         scored first round, Miske began to 
                         take charge, evading most of his 
                         opponent's blows and landing effective 
                         left hooks and right jabs."

               Later in the match: Billy punishing Greb with a series of 
               jabs.

               A gong sounds.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        39.

               CONTINUED:

               Later: Billy absorbs a hard punch to the face.  Now another.

               Another.  Greb is about to strike again --

               -- when Billy, from nowhere, crashes his jaw with a powerful 
               right hook.

               Greb goes down to one knee, tries to get up, and slumps to 
               the mat.

               The referee begins to count.

                                     REDDY (CONT'D)
                              (reading)
                         "In the fifth round, Greb took a 
                         smashing blow to the jaw which dropped 
                         him to the mat for one of the few 
                         times in his career, but he returned 
                         to the fight at the count of five."


               INT. TRAIN - DAY

               Headed home, Jack, Billy, Ring, and George eat a hearty brunch 
               as Jack continues reading aloud from the morning paper.

                                     REDDY
                              (reading)
                         "Miske resumed his attack and Greb 
                         fell into a clinch as the gong 
                         sounded.  Greb held up through a 
                         round six pummeling, and Miske was 
                         considered the certain winner, showing 
                         to advantage in the second, third, 
                         fifth and sixth rounds while Greb 
                         carried the fourth.  Miske's excellent 
                         long-range boxing, his skill and 
                         cool head make him appear to be one 
                         of the most intelligent fighters 
                         this reporter has ever seen.  By 
                         match's end, this St. Paul fighter 
                         had won the respect of anyone 
                         unconvinced, including the Human 
                         Windmill, Harry Greb."

               Billy's grin spreads across his bruised face.

                                     RING
                         I hope you'll allow me to buy your 
                         breakfast, Mr. Miske.  At six to one 
                         odds, you certain bought mine.

                                     BILLY
                         Do your eggs taste odd?  Mine don't 
                         taste right.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        40.

               CONTINUED:

                                     REDDY
                         You eat up, Billy.  You lost eight 
                         pounds in that fight, and I'm trying 
                         to get you to heavyweight!

                                     GEORGE
                              (to Jack)
                         You going to put him up against 
                         Johnson?

                                     REDDY
                         Willard.

                                     GEORGE
                              (to Billy)
                         Assuming Willard beats Johnson.  And 
                         it might be best for Billy if he 
                         does; Willard's big, but not like 
                         Johnson.
                              (to Ring)
                         You saw Jack Johnson once, right?

                                     RING
                         Large.  A hulk.  But the dope is 
                         that the dope's hog fat out of shape, 
                         running around the world with that 
                         girl.  But he could still win, boys.
                         He's got reach.

                                     REDDY
                         Willard's got it.  And next up is 
                         our boy.

               Billy grins proudly.

                                     REDDY (CONT'D)
                              (to Billy)
                         If he eats his food!

               Billy goes for his biscuit.


               INT. ST. PAUL TRAIN DEPOT - LATE NIGHT

               Passengers depart the train in the wee hours.  Jack, Billy, 
               and George haul their bags.

               George flags a DRIVER for hire.

                                     GEORGE
                              (to Driver)
                         Hello!  Do you have a carriage or an 
                         automobile?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        41.

               CONTINUED:

                                     DRIVER
                         Fast horses, sir!

                                     GEORGE
                         Fine!
                              (to Jack and Billy)
                         Horses don’t break down in cold 
                         weather.


               EXT. ST. PAUL - NIGHT

               The men enter the horse-drawn carriage as the Driver puts 
               their luggage on top.

               They drive off into the moonlit night.  The street’s gas 
               lamps are extinguished.


               INT. CARRIAGE - NIGHT

               Jack, George, and Billy are tired but happy.

                                     REDDY
                         Ol’ Ring gets to step off in
                         Chicago at a decent hour --

                                     GEORGE
                         That man pocketed twelve hundred on 
                         Billy.

                                     REDDY
                         Didn’t you bet?

                                     GEORGE
                         I can’t.

                                     REDDY
                         I got twice what Ring got.

                                     BILLY
                         When it all comes out, you got as 
                         much as me.

                                     REDDY
                              (laughs)
                         Sure did.

                                     BILLY
                              (looking outside)
                         Next time I’ll send you in to box; 
                         I’ll know exactly where to put my 
                         money.

               BILLY’S P.O.V.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        42.

               CONTINUED:

               Marie’s house.  A light burns in one of the rooms on the 
               second floor.


               BACK TO SCENE

                                     BILLY (CONT'D)
                         Stop --
                              (tugs on the cord 
                              which rings the 
                              driver's bell)
                         Stop!

                                     GEORGE
                         What’s wrong?

                                     BILLY
                              (to Jack)
                         Take my bags on home for me.  I’m 
                         still up -- I’ll walk it off a bit.

                                     GEORGE
                         From here?

                                     REDDY
                         Billy, it’s one a.m.!

               The carriage comes to a halt.

                                     BILLY
                         I’ll be fine.

                                     REDDY
                         You get pneumonia, I'll kill ya.

                                     BILLY
                         If I get pneumonia, you'll have to 
                         get in line.

                                     GEORGE
                         Here -- wear my hat.

               George hands Billy his hat, which Billy wears well.

                                     REDDY
                         I'm surprised any hat still fits.

               Billy grins and slaps the carriage, which moves along.

               Billy turns toward Marie's house and draws near.  He wonders 
               at the light and who might be awake.

               He waves a little, in case it is her -- perhaps she will 
               raise the window and speak.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        43.

               CONTINUED:

               Suddenly the light is extinguished.

                                     BILLY
                         Aw, Marie.  Was that you?

               He walks in the street, circling the house as if it were his 
               opponent.

                                     BILLY (CONT'D)
                         Well, I'm back.  I won.  Now I'm six 
                         for six.  The whole way back I wished 
                         I were riding back with you.  I saw 
                         some really pretty country, Marie.  
                         Pennsylvania mountains -- I think 
                         you would have liked it.
                              (beat)
                         Look at me.  I’m talking to a house.
                         Marie, I’ve got to have you.  I’m 
                         spoiled for anybody else.  You’ve 
                         got dignity, and you’re funny, and 
                         God gave you brains -- you don’t 
                         flutter about all nervous like other 
                         girls do.  I can talk with you, and 
                         the things you say keep me interested 
                         and curious to know you more.  I 
                         want to know everything about you.
                         The more I know, the more hungry I 
                         get.  I want to take care of you.
                         You’re the only person I’m not always 
                         acting with.  Everybody else, I play 
                         along with them, but I can just be 
                         who I am when I’m with you, and you 
                         like it.  You like who I really am.
                         I trust you.  Please, Marie.  I don’t 
                         have anywhere else to go.  No one 
                         else is you.  All right.  Good night, 
                         Marie.  I love you.

               He pulls himself away and begins the long walk home.


               EXT. BEAVER LAKE - EARLY SPRING DAY

               Billy and his father, William, are fishing.  They are excited 
               as William pulls in a good sized walleye.

                                     BILLY
                         Look at that!

                                     WILLIAM
                         He's a fighter!

               Billy wades in a bit with a net and helps land the fish.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        44.

               CONTINUED:

               EXT. LAKESIDE - LATER

               William cooks the whole fish over a fire as Billy unpacks 
               biscuits and jam from a lunch basket.

                                     WILLIAM
                         When summer comes, thought we might 
                         go up to Lake Forest with Mother for 
                         a couple days.

                                     BILLY
                         That sounds fine.  Maybe after a 
                         fight; it'll be good for me to rest.

               Billy is looking oddly at the fish; he's feeling nauseous.

                                     WILLIAM
                         You happy with this fight game, son?

                                     BILLY
                         Yes, Papa.

                                     WILLIAM
                         I see you're getting big, your 
                         muscles.  How much bigger are you 
                         going to get?

                                     BILLY
                         I don't know.  Another ten or fifteen 
                         pounds.
                              (stands)
                         You know, I don't think I'm hungry.

                                     WILLIAM
                         You got to eat.

               Billy is getting sick.

                                     BILLY
                         I'll be right back --

               He lumbers toward some trees.

               William watches his son, who suddenly stops, puts his hands 
               on his knees, and vomits.

                                     WILLIAM
                         You okay, son?

               Billy waves a little weakly, then straightens himself up.

               William watches his son walk to the water's edge, stoop down, 
               wash his face, rinse his mouth.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        45.

               CONTINUED:

               INT. DR. HOPPER'S OFFICE - AFTERNOON

               HOPPER examines Billy, who sits on a table, stripped to his 
               undershirt.

                                     HOPPER
                         How long ago did these pains start?

                                     BILLY
                         A few months, I guess.

                                     HOPPER
                         And where do you get them?

               Billy indicates an area around his lower abs.

                                     HOPPER (CONT'D)
                         Do certain foods or activities make 
                         it flare up?

                                     BILLY
                         It's almost always when I'm not 
                         active.  A few times, I've felt it 
                         coming up and if I start exercising 
                         that helps.

                                     HOPPER
                         Does it relieve the pain or just get 
                         your mind off it?

               Billy shrugs.

                                     HOPPER (CONT'D)
                         Well, you've got no fever, and you 
                         say when you've gotten sick, it was 
                         just nausea with no pain just before?

               Billy nods.

                                     HOPPER (CONT'D)
                         -- and the pain isn't migrating.
                         It's probably not appendicitis, but 
                         let's keep an eye on it.  I'd say 
                         you might be developing an ulcer.
                         Try drinking an extra glass or two 
                         of milk every day, watch putting too 
                         much pepper on anything.  Let me 
                         know if anything else happens, okay?
                         You waited too long before you came 
                         in to see me.  Okay, Champ?

               Hopper gestures; Billy can get off the table and dress.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        46.

               CONTINUED:

                                     BILLY
                         I didn't think it was anything.

                                     HOPPER
                         Well, if it had been your appendix, 
                         it might have burst by now and you 
                         wouldn't be alive to be talking to 
                         me.  Come back in a month if it's 
                         not better.


               INT. YMCA GYM - AFTERNOON

               Jack and Billy are shut away in the basement watching a 
               bootleg film of Jack Johnson's fight with Jess Willard.

                                     REDDY
                         Twenty-sixth round.  Wait 'til you 
                         see the end.

                                     BILLY
                         Willard knocked him out, didn't he?

                                     REDDY
                         Wait'll you see.  Johnson went down 
                         all right, but it sure looks like 
                         the fix was in.  Doesn't matter.
                         Just watch Willard.

               They watch for a beat.

                                     BILLY
                         He doesn't look like much.

                                     REDDY
                         Just a brute.  Maybe even a little 
                         clumsy.
                              (beat)
                         Think about it.  Johnson's running 
                         all over the world avoiding the law.
                         Everybody hates him; championship 
                         title is worth zilch if it's not a 
                         white man.  He's out of shape and 
                         out of money, wants a payday and 
                         maybe even some good will so he can 
                         come back to the states and not get 
                         killed off in a jail somewhere.
                         What's the boy to do?

               Here it comes: Willard takes one last swing and Johnson goes 
               down.  One leg remains up for a moment --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        47.

               CONTINUED:

                                     REDDY (CONT'D)
                              (excited)
                         Lookit!  Lookit that leg!  Boy doesn't 
                         even take a fall right!

               -- the leg goes down.

                                     REDDY (CONT'D)
                         Now he remembers.

               The door to the basement bursts open.

               Panicked, Jack scrambles to turn off the projector.

               Now he sees that George Barton has entered.

                                     GEORGE
                         Big news, boys!

                                     REDDY
                         Barton, you mug!  I thought you were 
                         the cops.

                                     GEORGE
                         You running the Willard fight?  I 
                         need that back, by the way.

                                     REDDY
                         Tell me, Barton -- it was a throw, 
                         wasn't it?

                                     GEORGE
                         I got a call -- what?  The Willard 
                         fight?  Sure looks like it.

                                     REDDY
                         Somebody put the fear of God into 
                         the boy.

                                     GEORGE
                         I don't think it was God.  Anyway: 
                         listen up!  Big news.  The hacks in 
                         the Legislature just made the fight 
                         game legal in Minnesota.

                                     BILLY
                         Serious, this time?

                                     GEORGE
                         That's the dope.  It's official now.
                         They're going to tag the purse ten 
                         percent for the TB clinics or 
                         research, something.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        48.

               CONTINUED:

                                     BILLY
                         Swear to God, George.

                                     GEORGE
                              (laughing)
                         I swear, Billy, I do.  You're in a 
                         fully legal game.  I just wrote it 
                         up for tomorrow's paper and came 
                         down to tell you boys and see your 
                         maps when I did.
                              (he slaps Billy's 
                              happy face 
                              affectionately)
                         You gonna go call your girl?

                                     BILLY
                         She's not my girl yet.  First thing 
                         tomorrow.

                                     REDDY
                         Why wait?  Go call her now.

                                     BILLY
                              (to George)
                         What time does the paper hit the 
                         street in the morning?


               EXT. ST. PAUL DISPATCH - EARLY MORNING

               Billy paces anxiously outside the newspaper's loading docks, 
               bouncing on his toes, watching for the first dock to open.

               Now a metal rumble as one of the doors is rolled up.

               Billy quickly starts toward it.

               A TRUCK DRIVER hops out of the loading bay and into the bed 
               of one of the Ford pickups the newspaper uses.

                                     BILLY
                         Hey!

               The Truck Driver turns to look at Billy.

                                     THROWER (O.S.)
                         Duane!

               -- Too late.  The first newspaper bundle thrown to the Truck 
               Driver catches him off guard, knocking him to the bed of the 
               truck.

               Billy hops into the truck and helps the man up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        49.

               CONTINUED:

                                     TRUCK DRIVER
                         Thanks, pal.

                                     BILLY
                         Sorry.  What's your name?

                                     TRUCK DRIVER
                         What's your interest?

                                     BILLY
                         I got a five dollar bill to pay for 
                         that bruise and a copy of the morning 
                         paper.

                                     TRUCK DRIVER
                         You come down here at this hour for 
                         a paper?

               The Thrower appears with the next bundle of newspapers.

                                     THROWER
                         You okay, Duane?

                                     TRUCK DRIVER
                         Yeah, I'm being entertained.

               Billy holds up the five.  Duane takes it, reaches into his 
               pocket.

                                     TRUCK DRIVER (CONT'D)
                         Forgive and forget, I always say.

               He pulls out a knife, stoops over and cuts the twine which 
               bundles the paper.


               INT. MISKES' APARTMENT HOUSE -- EARLY MORNING

               Billy gingerly opens the front door, letting morning light 
               spill into the dark house.

               He carefully enters, closing the door softly.

                                     WILLIAM (O.S.)
                         Who's there!  I have a gun!

                                     BILLY
                         It's me, Papa!

                                     ANNA (O.S.)
                         Billy?  What's wrong?

                                     BILLY
                         I've got good news.  Can I come in?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        50.

               CONTINUED:

                                     ANNA (O.S.)
                         Come in the bedroom!

               Billy moves through the hallway to his parents' bedroom.

               He opens the door.  Anna holds an oil lamp while William 
               sleepily pulls a match stick from the night stand.

                                     WILLIAM
                         What news brings you at this hour, 
                         Billy?

                                     BILLY
                         Great news, Papa.

               He tosses the newspaper on the bed as William gets the lamp 
               lit.

               The light swells from dim to warm and illuminating, so today's 
               headline slowly becomes visible:

               BOXING LEGAL IN MINNESOTA.

               Anna draws in a breath and looks up at her son tearfully.

                                     ANNA
                         Billy!

               She holds out her arms, and he falls across their bed to hug 
               her.

                                     WILLIAM
                              (reading)
                         My, my.
                              (beat; still reading)
                         This is a good day, Mother.

                                     ANNA
                              (knowing)
                         Are you going to go see Marie?

                                     BILLY
                              (grinning)
                         As soon as the hour's decent.

                                     ANNA
                              (getting out of bed)
                         Well, you're not going until you've 
                         shaved proper.  I'll go heat you 
                         some water.

               William is beaming with happiness.

                                     WILLIAM
                         This is a good day, Billy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        51.

               CONTINUED:

               EXT. MARIE'S HOUSE - MORNING

               Billy, sharply-dressed, checks his pocket watch.  8:15 a.m.

               He slaps the newspaper in his hand, deciding.

               He walks briskly to the Bennett's front door and knocks.

               After a moment, a SERVANT answers.

                                     SERVANT
                         Good morning.

                                     BILLY
                         Good morning.  My name is Billy Miske. 
                         I'd like to speak with Mr. Bennett, 
                         if I may.

                                     SERVANT
                         Please come in.


               INT. FOYER - MORNING

               Billy enters as the Servant disappears down the hallway.

               Billy opens the newspaper, looking at the headline again.

               He is happy but now a little nervous.

               John Bennett appears, a spring in his stride.  He is obviously 
               pleased to see Billy.

                                     JOHN
                         Good morning, Mr. Miske!

               Billy and Mr. Bennett shake hands.

                                     BILLY
                         Good morning, Sir.  I appreciate you 
                         seeing me.

                                     JOHN
                         Happy to see you.

                                     BILLY
                         I wanted to show you the news.

                                     JOHN
                         I heard of it.  Yesterday, in fact.
                         Why did you delay your call?

               Billy indicates the newspaper.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        52.

               CONTINUED:

                                     BILLY
                         I thought you might want proof.

                                     JOHN
                         Your word is proof enough for me.

                                     BILLY
                         Mr. Bennett.  With all respect -- 
                         was my career your sole objection?

                                     JOHN
                         I have no objection regarding your 
                         career.  Until yesterday, however, 
                         it was illegal in this state.  That 
                         onus is now removed.
                              (beat)
                         Please believe that the Bennett family 
                         thinks very well of you.

                                     BILLY
                         Then, Sir... I ask you -- I ask you 
                         for your daughter's hand.

                                     JOHN
                         You've had a rather distant courtship, 
                         haven't you?

                                     BILLY
                         Not in my heart, Sir.  I'll agree 
                         with your wishes and Marie's, of 
                         course -- I -- Sir -- I just want my 
                         chance.

               John is pleased; claps Billy's shoulder.

                                     JOHN
                         I want you to promise me that you 
                         will take care of her, be a good 
                         husband to her and a gentleman.

               Billy's eyes fill; his hope and happiness are fulfilled.

                                     BILLY
                         You have my word, Mr. Bennett.
                              (beat)
                         May I see her?  Ask her?

                                     JOHN
                         Let me go get her for you.  She's 
                         been waiting since I brought home 
                         the news.

               Billy watches John go off down the hall.  He is very still, 
               holding his breath, waiting.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        53.

               CONTINUED:

               He watches the hall.

               Finally, Marie appears.

               She walks toward Billy; their happy eyes drink one another 
               in.  They are finally free for one another.

               As Marie nears him, he holds out a hand.  She takes it.

               He raises her hand, kisses her fingers tenderly, his eyes 
               not leaving hers.  She giggles a little, overcome with joy.

               He joins her.

               They smile at one another, not speaking.  Now their smiles 
               go, replaced by something very serious and loving.

               Billy lowers himself to one knee.  Again, he kisses her hand.

               Now he looks up, the question in his eyes.

               Marie begins to nod.

                                     MARIE
                         Yes.

                                     BILLY
                         I love you, Marie.

                                     MARIE
                         I love you, Darling.  Yes.

               He stands, embraces her.


               EXT. TRAIN DEPOT - DAY

               Billy and Marie, each dressed in full wedding attire, are 
               loaded aboard the train by a large party of friends and 
               relatives.

               The newlyweds wave as PORTER #2 carries their bags into the 
               car.

                                     GUESTS
                         Goodbye!  Have a great time!  (Etc.)

                                     MARIE
                         Goodbye!  Thank you all!  Oh -- 
                         goodbye, Mother!  I love you!

               Billy kisses her cheek and she turns to him.  He takes her 
               hand, helping her onto the train.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        54.

               CONTINUED:

               INT. MISKE'S BERTH - DAY

               Billy has changed clothes into shirt, slacks, and tie less 
               formal than his wedding suit.  He watches the door to the 
               wash room --

               -- from which his wife emerges.  She wears a lovely dress 
               and models it lightly for him, joking.

                                     BILLY
                         Beautiful.

                                     MARIE
                         The dress or the model?

                                     BILLY
                         You.

                                     MARIE
                         Aunt Bernice made this for a recital 
                         a few months ago.  I adore it.

                                     BILLY
                         I'm sure you were a hit.

               She moves toward him, holding out her hand.

                                     MARIE
                         People spoke well of me.

               He takes her hand and she slips onto his lap.

                                     MARIE (CONT'D)
                         May I tell my husband a secret?

                                     BILLY
                         Yes.

               She whispers:

                                     MARIE
                         Your wife is a little nervous.

               They smile, watching each other.  He brushes her hair, sneaks 
               a quick kiss.

                                     BILLY
                         What is your favorite song to sing?

                                     MARIE
                         Hmm.  Distraction might work.

               They laugh.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        55.

               CONTINUED:

                                     BILLY
                         No, I want to know.  I want to know 
                         about you.

                                     MARIE
                         One of my favorites is by Janácek?
                         "A Letter."

                                     BILLY
                         Sing it.

                                     MARIE
                              (laughs)
                         No it -- it has these vocal leaps...
                         Some time, I will.  I think I'd like 
                         singing it to you very much.

                                     BILLY
                         Yeah?

                                     MARIE
                              (teasing)
                         "Yeah."  It's about a girl who wishes 
                         she were a little bird so she can 
                         circle above her lover's head as he 
                         reads her letters in a garden.  It's 
                         very pretty and very corny.  I love 
                         it.
                              (beat)
                         Are you a romantic, Billy?  You seem 
                         to be.

                                     BILLY
                         I suppose so.  How, exactly, would 
                         that obligate me to behave?

                                     MARIE
                         A little like a dreamer.

                                     BILLY
                         Your estimation?

               She touches his face.

                                     MARIE
                         Yes.

                                     BILLY
                         Maybe.  When I was a boy, I used to 
                         dream that I was building a ladder, 
                         and the ladder would be so big that 
                         I could climb to the stars.

                                     MARIE
                         And what happened?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        56.

               CONTINUED:

                                     BILLY
                              (laughs)
                         Nothing!  I was just always building!
                         But someday it would be done, and I 
                         cold climb up there and hop from 
                         star to star.  Just playing...

               She kisses him.  This kiss lingers a bit longer.  She smiles.

                                     MARIE
                         You are very handsome.  You looked 
                         so nice at the altar.
                              (beat)
                         I wanted to ask you.  One night a 
                         few months ago, I couldn't sleep.
                         Aunt Bernice was also awake, reading.
                         I was just looking out my window at 
                         how pretty the snow was in the 
                         moonlight.  And then I saw that you 
                         had come to our street, and you were 
                         watching our house.  I admit that, 
                         for a moment, I was even afraid.
                         Then I heard you speaking, muffled 
                         by my window and the distance.  What 
                         were you doing?

                                     BILLY
                              (embarrassed)
                         I had just come back from 
                         Pennsylvania.  I'd beaten a good 
                         fighter, Harry Greb.  Jack Reddy, my 
                         manager, he was taking me home.  I 
                         saw your light on -- well, I saw 
                         someone's light on, and -- well.
                         I was very excited about winning, 
                         and the whole trip I had wished you 
                         were with me so I could share it 
                         with you.  The train trip, meeting
                         Ring Lardner --

                                     MARIE
                         You met Ring Lardner?

                                     BILLY
                         Rode there and back with him: Chicago, 
                         Pittsburgh, and back.  I knew you 
                         liked those Post stories, and... I 
                         was just really missing you, pining 
                         for you, I guess.  The guys kidded 
                         me about it.  So I saw the light on 
                         and thought, you know, even if I 
                         just get you to wave at me -- that 
                         would be something.  Then the light 
                         went out, and I just started talking 
                         to you anyway.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        57.

               CONTINUED:

                                     MARIE
                         What did you say?

                                     BILLY
                         I said that I loved you.  That I 
                         swore I'd take care of you.  That I 
                         never met anybody else like you.  I 
                         haven't.  You're everything, Marie.  
                         Twenty years ago, God up in heaven 
                         decided, "You know, I'm going to 
                         really make one right.  Put in some 
                         extra effort."

               They laugh.

                                     MARIE
                              (laughing)
                         Oh, He did?

                                     BILLY
                         Yes, He did.  And here you are. Marie 
                         Miske.

                                     MARIE
                         Marie Miske.

               They have begun to cuddle a bit, growing more tender.  Billy 
               strokes her cheek and hair, amazed at his fortune.

               Marie is swept up, seeing Billy's love for her expressed so 
               openly.

               She touches his face, ready.

                                     MARIE (CONT'D)
                         Kiss me, Billy.

               His gentle kiss grows longer.

                                     BILLY
                         I love you, Marie.

               She moves into his kiss.


               INT. GRUPP'S GYM - DAY

               This is a professional gym, in much better shape than the 
               YMCA.  Quite a few boxers are working out, some with trainers 
               to guide them.

               Jack purposefully walks with Billy through the other men.

               TITLE: NEW YORK CITY, SPRING 1916

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        58.

               CONTINUED:

                                     REDDY
                         He's rough, but he's strong, and 
                         it'll do you good to spar with him.
                         Keep your head though, or he'll take 
                         it from you.

                                     BILLY
                         Okay.

                                     REDDY
                         No foolin'.  I've watched this lug 
                         enough.  Only fighter I've seen who's 
                         maybe as good as you.

                                     BILLY
                         What's his name?

                                     REDDY
                         Dempsey.


               INT. GRUPP'S BOXING RING - DAY

               Billy and JACK DEMPSEY touch gloves and go off to their 
               corners.

               The bell rings, and the men come out.  Billy is the more 
               graceful of the two, bobbing and weaving, keeping his head 
               in motion.

               Dempsey moves in on Billy, throwing his first punch; Billy 
               maneuvers, and Dempsey has found only air.

               Billy still dances, watching Dempsey.  Jack Reddy, ringside, 
               fumes.

                                     REDDY
                         Miske, you missed it!  Where were 
                         you?

               Billy continues moving; Dempsey pushes in on him.  Miske 
               allows another exploratory blow which opens Dempsey to Billy's 
               powerful hook.

               Dempsey is rocked but recovers quickly, throwing a quick 
               cross which catches the side of Billy's face.

               The fighters circle each other, respectful and wary.

               A FIGHTER who has been walking off heavy exercise becomes 
               interested in the sparring; he walks over, drawn to the ring.

               Billy now presses Dempsey.  Dempsey backs away, deflecting a 
               good volley from Billy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        59.

               CONTINUED:

               They clinch.

                                     REDDY (CONT'D)
                         Break.  Break!  -- Don't make me 
                         come in there.

               Miske and Dempsey separate, circling each other.  Dempsey 
               makes teasing jabs at Billy's head.  Billy accepts these, 
               maintaining expert concentration --

               -- and suddenly releases a powerful right to Dempsey's 
               stomach.  Dempsey sneaks in a left to Billy's chin, and they 
               separate again, each feeling the last flurry.

               ANOTHER FIGHTER joins the first at ringside.

                                     ANOTHER FIGHTER
                         Is Dempsey getting licked?

                                     FIGHTER
                         Looks pretty even.

                                     ANOTHER FIGHTER
                         I'd like to rearrange that bum's 
                         map.

                                     FIGHTER
                         I'll let Santa know.

               Miske and Dempsey square off, moving a little -- Dempsey 
               seems to be picking up the bobbing and weaving, trying to 
               incorporate it a little.

               Billy lands a good left on Dempsey's chin.  Dempsey takes 
               it, gets in two quick jabs on Billy's stomach.  Billy lands 
               another powerful left against Dempsey's head.

               OTHER FIGHTERS and TRAINERS drift over to the ring.

               The two fighters look bruised but invigorated.

               Dempsey lets fly with a hook which catches Billy square.

               Now another,  followed by Billy's powerful right to Dempsey's 
               stomach.  Dempsey grunts, which encourages Billy --

               -- who throws a solid left hook to Dempsey's chin.

               Dempsey actually bears up under this, uncoiling now, rocking 
               Billy with a roundhouse punch.

               Billy has slipped and come down hard on his tail bone.

               The bell rings.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        60.

               CONTINUED:

               Dempsey and Miske look at each other as Miske sits on the 
               mat.  Enjoying the fight and one another's ability, they 
               begin to laugh.

                                     REDDY
                         What's funny?

               Dempsey helps Billy to his feet.  They continue laughing, 
               pleased to have found one another.

                                     REDDY (CONT'D)
                         Keep laughing, Miske, and I'll fine 
                         ya.

               Billy and Dempsey touch gloves and go off to their corners.


               INT. MISKES' NEW YORK APARTMENT - EVENING

               Marie sits on the floor playing with one-year old BILLY JR..  
               Aunt Bernice reads in her comfortable chair.  An upright 
               piano is pushed against one wall.

                                     MARIE
                              (to Billy Jr.)
                         Clap for mommy?  Clap clap?

               The apartment door opens and Billy enters.  Marie and Bernice 
               look up; Billy's right eye is blackened and rain has soaked 
               him.  Still, he smiles big.

                                     MARIE (CONT'D)
                         Oh, honey.  That looks bad.

                                     BILLY
                         You ought to see the other guy!

               Jack Dempsey enters.  The shiner on his left eye mirrors 
               Billy's own.  They throw their arms around each other's wet 
               shoulders to emphasize the comedy.

                                     DEMPSEY
                         How 'bout that?

               Marie laughs a little; Bernice smiles patiently.

                                     MARIE
                         Hello.

                                     BILLY
                              (introducing)
                         Jack Dempsey, this is my wife, Marie --

                                     DEMPSEY
                         Pleased to meet ya.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        61.

               CONTINUED:

                                     BILLY
                         Aunt Bernice --

                                     DEMPSEY
                         Pleased to meet ya.

                                     BERNICE
                         Mr. Dempsey.

                                     BILLY
                         -- And this --
                              (scooping up his son)
                         -- this is my big boy, Billy Jr..

                                     DEMPSEY
                         Hiya, Billy.

                                     MARIE
                         Apparently you are a fighter, Mr.
                         Dempsey?

                                     DEMPSEY
                              (points to Billy's 
                              eye)
                         That's my work, right there.

                                     MARIE
                         I'm sure we can still be friends.

                                     DEMPSEY
                         You got a right to be proud, Ma'am.
                         This is the first lug whose gone the 
                         distance with me in some time.

                                     MARIE
                         It appears that you survived, as 
                         well.  That is a compliment to you.

                                     BILLY
                         I thought that if Aunt Bernice would 
                         watch the baby, we would go hit the 
                         town.

                                     MARIE
                         That would be nice.  Aunt Bernice?

                                     BERNICE
                         I'd be delighted.
                              (reaches for Billy 
                              Jr.)
                         Come here, young man.  Oh, you're a 
                         big boy!

               Billy gives Marie a quick kiss.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        62.

               CONTINUED:

                                     BILLY
                         Get your coat, Honey.  You're picking 
                         where we go.

                                     MARIE
                         My pick?  Thank you.
                              (she kisses him again)
                         Be right back.


               INT. RESTAURANT - NIGHT

               Billy, Dempsey, and Marie eat in a fine restaurant.

                                     DEMPSEY
                         Eating like this, you should be 
                         gainin' weight easy, Miske.

                                     BILLY
                              (laughing)
                         We can't afford to eat like this for 
                         every meal.

                                     MARIE
                         No, but it is odd.  Billy eats all
                         the right things but --

                                     BILLY
                         I can't get it to stick.

                                     MARIE
                         How long have you been in New York, 
                         Mr. Dempsey?

                                     DEMPSEY
                         You're gonna have to call me Jack.
                         "Mr. Dempsey" is a little formal for 
                         me.

                                     BILLY
                              (to Marie)
                         Jack comes from the Colorado coal 
                         mines.  He's proud to keep some rough 
                         edges.

                                     DEMPSEY
                         Just no use for people who flaunt 
                         two-dollar words like they something 
                         special.  Billy here is the only man 
                         I've heard does it with some style.
                         Even so, I worry!

               They laugh.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        63.

               CONTINUED:

                                     MARIE
                         You distrust education, Jack?

                                     DEMPSEY
                         Oh, I don't know.  Some ways I wish 
                         I had it.  I'd like a business 
                         education.  What I plan to do is 
                         take the fight money and open up a 
                         nice, fancy restaurant like this.  
                         I'll call it Dempsey's, and people'll 
                         know what that means --
                         champion quality.  Thickest, most 
                         tender steaks you ever had, some 
                         fancy food for the people.  Maybe 
                         even have it in Hollywood.  People 
                         come in in their fancy clothes, 
                         looking swell, and the chef will be 
                         one of those famous boys, but 
                         people'll ask, "Where's Champ?"  And 
                         they won't none of 'em be satisfied 
                         unlest I come over to the table and 
                         shake they hand.  Then when I'm ready 
                         to retire and lay down the crown, I 
                         got the food game to keep me active.
                         I and the Missus will eat there and 
                         all them famous mugs will know who 
                         we are, 'cause we'll be famous, too.  
                         So I want a business education.
                         I'll find someone who'll show me.

                                     BILLY
                         Sounds like you have it all mapped 
                         out.

                                     DEMPSEY
                         Sure I do.

                                     BILLY
                         You think you'll make champion?

                                     DEMPSEY
                         Miske, look at me.  Most every one 
                         of my opponents I knock out, bunch 
                         of the bums in the first round.
                         Who's out there who can match me?
                         You.  You're about it, kid.  Maybe 
                         Tommy Gibbons.  And I still say I 
                         had you licked today.

               Billy laughs.

                                     DEMPSEY (CONT'D)
                         That was a bum decision and you know 
                         it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        64.

               CONTINUED:

                                     BILLY
                              (to Marie)
                         Jack and I have a disagreement with 
                         who won today.
                              (to Dempsey)
                         Actually, you disagreed with everybody 
                         in the gym today.

                                     DEMPSEY
                         Who needs friends?
                              (beat)
                         And I'll tell ya, I and you ought to 
                         have a gentleman-like agreement.

                                     BILLY
                         What's on your mind?

                                     DEMPSEY
                         These bums that get the title, they 
                         hang and they hang and they hang, 
                         hardly ever let a contender come in, 
                         hang and hang.  So here's the dope: 
                         it's either going to be me or you
                         that gets it, sooner or later --

                                     MARIE
                         You're so confident?

                                     DEMPSEY
                         Yes.
                              (to Billy)
                         If I make champ, I give you a shot 
                         within six months.  You do the same 
                         for me.  One shot, one time, and 
                         I'll be satisfied.

               Billy admires his new friend for a moment.  He reaches his 
               hand across the table.  Dempsey grasps Billy's hand and they 
               seal the deal.


               EXT. RESTAURANT - NIGHT

               It continues raining as Marie, Billy, and Dempsey exit the 
               restaurant.  The New York street is muddy.  Some carriages 
               travel in the rain; the Miskes' carriage is a few feet away.

                                     DEMPSEY
                              (to Billy, indignant)
                         -- I'm telling you one of my great
                         fight game secrets and you're waving 
                         me off!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        65.

               CONTINUED:

                                     BILLY
                              (laughing)
                         C'mon, Jack, my wife --

                                     DEMPSEY
                              (insistent)
                         Bull urine is the best thing there 
                         is to toughen up your face!  I hardly 
                         never get cut!

               Marie is laughing.

                                     BILLY
                         That's great, Jack.  I'm in awe.
                         I really am.

                                     DEMPSEY
                         That's going to be your trouble, 
                         Miske, is dedication.

                                     MARIE
                              (laughing)
                         I'm imagining all manner of adventure 
                         as you secure your supply!

               Billy and Marie are laughing; Dempsey is a little defensive.

                                     DEMPSEY
                         Aw right, yuk it up.

               Billy chummily punches his shoulder.  They spar for a moment, 
               which edges Dempsey out into the rain.

                                     BILLY
                         You're getting all wet again.  Come 
                         on -- we'll take you home.

                                     DEMPSEY
                              (not moving)
                         That's okay.  I'm going to walk a 
                         bit.

                                     MARIE
                         You'll catch a death.  Let us take 
                         you.

                                     DEMPSEY
                         It's okay.  I'm in the opposite 
                         direction, anyway.

                                     BILLY
                         Come on, Champ.  We'll take you home.

                                     DEMPSEY
                         You will?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        66.

               CONTINUED:

                                     BILLY
                         Sure.  Where do you live?

                                     DEMPSEY
                         Oh.  Naw -- it's okay.

                                     MARIE
                              (sympathetic)
                         Jack -- do you have a place?

                                     DEMPSEY
                         Look, I'm just gonna go, okay?

               He turns and walks away, into the rain.  Billy and Marie 
               watch for a moment.  Marie seems disturbed.  Billy takes her 
               arm.

                                     BILLY
                         Come on, Marie.

               They move to their carriage.


               INT. GRUPP'S GYM - DRESSING ROOM - DAY

               Billy lays on a massage table as Jack Reddy gives him a rub 
               down.  Billy is wincing as Reddy works his shoulders, and 
               grunting in pain as Jack moves down to his lower back.

                                     BILLY
                         Stop -- stop --

               Reddy steps back, appraising his fighter, who is pale and 
               sweating.

                                     REDDY
                         When are you gonna square with me?

               TITLE: NOVEMBER 1916

               Billy curls into a near-fetal position, panting.

                                     REDDY (CONT'D)
                         This is an ulcer?

                                     BILLY
                         I don't know.

                                     REDDY
                              (angry)
                         Then get to a doctor!  Find someone 
                         who can figure out what this is. 
                         Billy, this ain't good.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        67.

               CONTINUED:

                                     BILLY
                         Oh?

                                     REDDY
                         "Oh."  If you was a well man I'd 
                         punch you.  "Oh."

               Billy painfully manages to sit up as Reddy lectures him.

                                     REDDY (CONT'D)
                         Let's see.  Something's happening 
                         December nineteenth... something...  
                         what was it, Billy?  Oh, yeah.
                         You fight Jack Dillon.  That's in 
                         three weeks.  And then, something's 
                         happening in January... where's your 
                         dance card, Billy?  Oh, yeah.  You 
                         fight Jack Dillon again -- that's 
                         right!  And you come hobbling in
                         here today expecting me to train you --

                                     BILLY
                         It just comes on sometimes.  I start 
                         to train, and it gets better.

                                     REDDY
                         No.  No more training.  Not until 
                         you get to a doctor and get this 
                         thing figured out.

                                     BILLY
                         It'll be fine.

               Jack begins to pack up his things.

                                     REDDY
                         I won't train you, Billy.  I'm telling 
                         you.  Every fight in this gym knows 
                         your stomach's the weak part.  Every 
                         one of 'em knows something's wrong.

                                     BILLY
                         Come on, Jack.  Don't be like that.
                         After this fight, I'll get it checked 
                         out.  I promise.

                                     REDDY
                         No dice.  It's too serious.

                                     BILLY
                         I swear on my son I will get it 
                         checked out.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        68.

               CONTINUED:

                                     REDDY
                         No dice.  You give me a call when 
                         the doctor knows something.  I'm 
                         ready to come back as soon as you 
                         call. This ain't business, you bum.

               Jack takes his bag and exits, leaving a pained Billy.


               EXT. NEW YORK CITY BUILDING - EVENING

               The Miske horses trot up the street, pulling the carriage to 
               a large commercial building.  Billy drives a delighted Bernice 
               and a blindfolded Marie.

                                     MARIE
                         I'm curious -- why is this restaurant 
                         such a secret?

                                     BILLY
                         Because this is not a restaurant. 
                         This is one of your Christmas 
                         presents.

               Billy hops out of the carriage and tethers the horses to a 
               hitching post.

                                     MARIE
                         And I didn't hear a blindfold being 
                         offered to Aunt Bernice.  I must 
                         assume she is your henchwoman.

               Billy assists her aunt from the carriage.

                                     BERNICE
                         It is true, Niece!  If the proprietor 
                         had not marked the business with 
                         such bold letters, you would be 
                         sighted even now.
                              (to Billy)
                         Thank you, Billy.

               Billy takes his wife's hand.

                                     BILLY
                         Actually, you are about to regain 
                         your sight, Marie.  I don't want you 
                         to misstep.  I also don't want you 
                         to see where we are just yet.  If I 
                         remove your blindfold, will you 
                         promise to look only into my eyes?

                                     MARIE
                              (mock horror)
                         You villain.  How awful!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        69.

               CONTINUED:

               Billy begins to remove her blindfold.

                                     BILLY
                         Try to bear the strain.

               The blindfold comes off.  Their gazes lock lovingly.

                                     MARIE
                         I think it is a trick.  If I look 
                         only into your eyes, I still do not 
                         see the ground.

                                     BILLY
                         The intention was to inspire 
                         confidence.

                                     BERNICE
                         Please, children; I detect nausea.

               Billy and Marie laugh, and he helps her onto the street.


               INT. BUILDING -- RECORDING STUDIO

               Marie, Billy, and Bernice enter with a TECHNICIAN.

                                     TECHNICIAN
                         We're pretty well set up.
                              (to Marie)
                         You're Mrs. Miske?

                                     MARIE
                         Yes.
                              (delighted)
                         Are we recording?

               Billy is beaming.

                                     TECHNICIAN
                         You're singing.  You'll stand over 
                         here.

               He indicates a microphone.

                                     MARIE
                              (to Billy)
                         A cylinder or a record?

                                     BILLY AND TECHNICIAN
                         Record.

                                     MARIE
                         Oh, Billy!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        70.

               CONTINUED:

               She rushes to her husband for a quick hug and kiss, then 
               back to the microphone.

                                     MARIE (CONT'D)
                         I'm ready.  No I'm not!  Aunt Bernice!
                         What do I sing?

               Bernice opens her purse and withdraws folded papers.

                                     BERNICE
                         I brought "A Letter," and I thought 
                         we'd perform a hymn.

               Marie smiles at Billy: you know me well!

               The technician guides Marie.

                                     TECHNICIAN
                         Back just half a step and we'll check 
                         levels.

                                     MARIE
                              (to Bernice)
                         We're going to check levels.


               INT. RECORDING STUDIO - LATER

               Marie has finished singing; Bernice plays the last notes on 
               the piano.

               Billy and the Technician are sitting in the recording booth.

               The Technician opens the booth's door and leans out.

                                     TECHNICIAN
                         Sounds good.  Ready for a take?

               Marie and Bernice glance at one another, nodding.

                                     MARIE
                         Yes.

                                     TECHNICIAN
                         Watch for the green light.

               Marie and Bernice fix their eyes on the two bulbs; the red 
               bulb is lit.

               After a few moments, the red light is switched off and the 
               green light comes on.

               Bernice begins gentle piano playing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        71.

               CONTINUED:

                                     MARIE
                              (singing)
                         "Amazing grace/How sweet the sound/ 
                         That saved a wretch like me/I once 
                         was lost/But now I'm found/Was blind 
                         But now I see."

               Billy watches his wife, very happy.  He is quite obviously 
               in love.

                                     MARIE (CONT'D)
                              (singing)
                         "'Twas grace that taught my heart to 
                         fear/And grace my fear relieved/How 
                         precious did that grace appear/The 
                         hour I first believed."

               A montage of the two Miske/Dillon fights begins as the song 
               continues.


               INT. BROOKLYN RING - EVENING

               Miske and Dillon circle.

               Miske blocks as Dillon tries to move inside.

               Miske lands a solid blow on Dillon's chin.

               Dillon pummels Billy's stomach.  Miske obviously feels it.

               Billy in his corner without Jack Reddy.  Tired, looking bad, 
               he sponges water on himself.

                                     MARIE (O.S.)
                              (singing)
                         "Through many dangers, toils and 
                         snares/I have already come/'Tis grace 
                         hath brought me safe thus far/And 
                         grace will lead me home."

               Billy rallies, coming at Dillon, head low.

               Dillon gets in a solid hook.

               Billy crashes blows against Dillon's head, getting him against 
               the ropes.

               Dillon again pounding Billy's stomach.

                                     MARIE (O.S.) (CONT'D)
                              (singing)
                         "When we've been there ten thousand 
                         years/Bright, shining as the sun/
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        72.

               CONTINUED:

                                     MARIE (O.S.) (CONT'D)
                         We've no less days To sing God's 
                         praise/Than when we'd first begun."

               Billy is in pain.

               He summons everything and launches into Dillon.

               Dillon falls.

               The referee lifts Billy's hand in victory.

               Billy winces, panting and sweating --

               -- as the song ends.


               INT. TRAIN - AFTERNOON

               Marie dozes on Billy's shoulder as they sit across from Jack 
               Reddy, who reads his paper.  The three are comfortable as 
               they head back west.  Billy is looking out the window, 
               watching the country go by.

               Marie stretches a little, sitting up.

                                     MARIE
                         I'm going to go to our car.

                                     BILLY
                         Okay, hon.  Is Aunt Bernice asleep?

                                     MARIE
                         The rhythm of trains makes her drowsy.

               He slips out of their seat so she can get past him.

                                     BILLY
                         I'll be down in a bit.

               They kiss lightly and she goes.

                                     REDDY
                         How's the gut?

               Billy doesn't answer.

                                     REDDY (CONT'D)
                         Paper even talks about Dillon 
                         deliberately working your stomach.  
                         You give any more thought to going 
                         to a doctor?

               Billy stalls a little, starting to speak a few times.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        73.

               CONTINUED:

                                     REDDY (CONT'D)
                         What?

                                     BILLY
                         Jack, I've been under care for the 
                         last month.

                                     REDDY
                         And you didn't say nothing?

                                     BILLY
                         Nothing to say.

                                     REDDY
                         What did he say?  Who was it?

                                     BILLY
                         A specialist, by the end.
                              (beat)
                         It's fatal, Jack.  My kidneys --
                         Bright's disease.

               Jack is stunned silent.  Billy nods at him.

                                     REDDY
                         Are -- are they sure?

               Billy shrugs.

                                     REDDY (CONT'D)
                         My pop had that.  Aw, Billy...

               Jack's eyes are starting to tear up.  He pulls at his face; 
               Billy looks away.

                                     REDDY (CONT'D)
                         So... so how long... what do --

               Jack begins to cry a bit, quickly getting it under control.

                                     REDDY (CONT'D)
                         You're a bum, Miske.
                              (beat)
                         So what do you do?

                                     BILLY
                         I keep fighting.

                                     REDDY
                         How do you keep fighting when you're --

                                     BILLY
                         I keep fighting.  That's that.  I'd 
                         rather die in a ring than sitting in 
                         some rocking chair.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        74.

               CONTINUED:

                                     REDDY
                         What's the doc say about that?

                                     BILLY
                         He said if I quit fighting and took 
                         care of myself, I might have two, 
                         three years.

                                     REDDY
                         Oh, Lord.

                                     BILLY
                         So what do we do, Jack?  We can't 
                         stop.  You've got to come with me on 
                         this.
                              (beat)
                         You've been training me these years 
                         to be champion.  I want my shot.
                         Leave something for Marie and Billy.
                         What do you say?

                                     REDDY
                         How can I put you in a ring with any 
                         good conscience?

                                     BILLY
                         You think that throwing in the towel 
                         is going to feel any better?

                                     REDDY
                         What does Marie say?

                                     BILLY
                         I told her it's just kidney trouble.

                                     REDDY
                         You haven't told her how serious?

                                     BILLY
                         I won't have my wife spending young 
                         years mourning.  That'll happen soon 
                         enough, I guess.

               Jack considers all this.

                                     REDDY
                         All right, Billy.  It's your game.

                                     BILLY
                         Thanks, Jack.


               INT. MISKES' RAILROAD BERTH - DUSK

               Billy quietly opens the door, trying not to disturb Marie.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        75.

               CONTINUED:

               He sits opposite her bed and watches her.

                                     MARIE
                              (murmurs)
                         Hi, honey.

                                     BILLY
                         You're awake?

               She does not open her eyes.

                                     MARIE
                         Mmm hmm.

                                     BILLY
                         Are you feeling all right?

                                     MARIE
                         Yes and no.  I feel like I did when 
                         I was first pregnant with Billy.

               She opens her eyes to see his reaction.  It is curiously 
               mixed.

                                     MARIE (CONT'D)
                         Billy?

               He moves to sit on the bed so she may lay her head in his 
               lap.  She curls into him.

                                     BILLY
                         That's great, Marie.  That's terrific.

               She squeezes into him and cannot see the pain on his face 
               when she does so.

                                     MARIE
                         I love you Billy.  I'm so proud of 
                         you.

               He strokes her hair.  As the pain subsides, he answers:

                                     BILLY
                         I love you, too.


               INT. CHURCH - DAY

               Rev. Keyes holds a baby boy, DOUGLAS, before the congregation 
               as proud parents Billy and Marie look on.

                                     KEYES
                         William and Marie Miske: do you pledge 
                         this child, Douglas Jonathan Miske, 
                         to the Lord, your God?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        76.

               CONTINUED:

                                     BILLY AND MARIE
                         Yes, we do.

                                     KEYES
                              (to the congregation)
                         Beloved: do each one of you pledge 
                         to support this child in an 
                         environment of Christ in every way 
                         within your power?

                                     CONGREGATION
                         We do.

                                     KEYES
                         Let us pray.

               All bow their heads.

                                     KEYES (CONT'D)
                         Oh, Lord of hosts, we bow before 
                         Thee and reverently submit this child 
                         to you.  Oh, Lord, let him grow to 
                         be a mighty man for Thee, a warrior 
                         in service and dove in spirit.  In 
                         the eyes of his parents and Thou, 
                         Douglas Jonathan Miske is dedicated 
                         to our Lord and God.

                                     CONGREGATION
                         Amen.


               EXT. CHURCH GROUNDS - DAY

               Billy walks with Rev. Keyes.  The church picnic bubbles 
               happily behind them, attendant with autumn's falling leaves.

                                     BILLY
                         May I say something in your 
                         confidence, Reverend?

                                     KEYES
                         Certainly.

                                     BILLY
                         Well... you know I've had the ulcer 
                         problems in the past.

                                     KEYES
                         No, actually, I didn't.

                                     BILLY
                         That's what the doctor thought it 
                         was.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        77.

               CONTINUED:

                                     BILLY (CONT'D)
                         In New York, I saw a man who 
                         specializes in these things, and 
                         it's... well, it's Bright's disease.

               The Reverend stumbles a moment, taking this in.

                                     KEYES
                         That's terrible.  Is the doctor quite 
                         sure?

               Billy nods.

                                     BILLY
                         So I was wondering -- I hate to ask --
                         would you mind, maybe now and then, 
                         saying a prayer for me?

                                     KEYES
                         Of course, Billy.  What do you plan 
                         to do?

                                     BILLY
                         I have to keep fighting.

                                     KEYES
                         Surely not.

                                     BILLY
                         Reverend -- you tell us how God's 
                         got His will and purpose, and
                         He's in the detail of all things --

                                     KEYES
                         Yes --

                                     BILLY
                         Do you think He cares who's champion?

               Rev.  Keyes isn't sure what to say.

                                     BILLY (CONT'D)
                         Because... I'm going to need His 
                         help to do this.  Maybe you could 
                         pray about that, too.


               INT. ST. PAUL LOCKER ROOM -- NIGHT

               TITLE - ST. PAUL, MINNESOTA 1918

               ANOTHER TRAINER rubs down a pre-fight Billy with rubbing 
               alcohol as Jack Reddy prepares him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        78.

               CONTINUED:

                                     REDDY
                         He's bigger than you'll remember 
                         from New York.  Smarter fight, too.
                         Eighteen first-round knockouts to 
                         date.

                                     BILLY
                         I've got him.

               Billy winces as the man rubs his lower back.


               INT. ST. PAUL BOXING ARENA

               Jack Dempsey and Billy Miske square off in their first 
               professional fight against one another.  Dempsey is bigger; 
               looks meaner.

               George Barton referees.  Miske and Dempsey touch gloves 
               respectfully and go off to their corners.

               Marie watches from the women's section.  The bell rings.

               Dempsey and Miske come out circling each other.  Billy is 
               more graceful at bobbing and weaving.

               Dempsey throws a punch which Billy counters.

               Billy lands a good hook against Dempsey's chin.  Now another.

               Dempsey socks a powerful blow to Billy's stomach.  Billy's 
               chin comes down, but he dodges Dempsey's follow-up hook.

               This throws Dempsey open, and Billy launches a right cross, 
               throwing all his weight behind it.

               Dempsey takes the crack to his face and goes down on one 
               knee.  He quickly recovers.

               The bell rings.  The men touch gloves and go off to their 
               corners.

               Each is listening to his trainer, but their eyes do not break.

               The bell rings.

               Dempsey comes out roaring.  Billy absorbs the punches, and 
               clinches.

               Dempsey breaks off.  Billy now gets in position for what 
               becomes one of his favorite blows: he turns his body away 
               from Dempsey, his left side facing the boxer.

               Dempsey throws a punch which Billy blocks with his left --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        79.

               CONTINUED:

               -- then sweeps his left hand across Dempsey's eyes, confusing 
               him --

               -- and now Billy smashes Dempsey's face with his right.

               The crowd goes wild.  Dempsey's eye is cut.

               Marie watches intently.

               The bell rings.

               Billy sits in his corner, a water sponge passing over him.

                                     REDDY
                         You got to put him away, Billy.
                         You can't let yourself get tired.
                         Get in there and kill him.

               The bell rings; Miske springs out of his corner and races 
               straight to Dempsey.

               Dempsey takes several blows to the chin before returning 
               with one powerful enough to rock Billy.

               Dempsey begins to back Billy toward the ropes.

               Now Dempsey crashes Billy's jaw with a left hook, sending 
               Miske against the ropes --

               -- and Billy immediately bounces back, launching into Dempsey 
               rather than clinching.

               The two begin exchanging body blows.

               Reddy watches in agony.

               The body blows continue.

               The men are battling furiously, refusing to separate.

               They continue punching, machine-like against one another's 
               torsos.

               Marie shrinks a bit from the violence.

               The body blows continue; each man stubbornly refuses to budge.

               Barton, the referee, is amazed at what he sees.

               Barton actually steps closer, watching the two as if they 
               are a curious exhibit.

               The force and steadiness of the punches are incredible -- 
               and they continue.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        80.

               CONTINUED:

               Toe to toe, Dempsey and Miske abuse one another.

               The punches continue to land.

               Billy is fighting through the pain.  His mouth opens a little 
               and we see that blood is coming up.

               The bell rings.  Each fighter lands one punch after, but 
               there is no malice; it simply took a moment for the bell to 
               register in each man's mind.

               For a moment, they steady one another, exchanging a glance 
               of respect.

               They touch gloves and go off to their corners.


               INT. BOXING RING

               The fight is over.  The boxers are spent.

               George Barton holds a megaphone.

                                     GEORGE
                         Ladies and gentlemen!  After ten 
                         rounds, my decision is awarded to --


               INT. BILLY AND MARIE'S BEDROOM - MORNING

               Marie reads aloud from the newspaper, emphasizing:

                                     MARIE
                              (reading)
                         "-- narrowly awarded to Jack
                         Dempsey."

               She looks over at her husband, who is bruised and swollen.

               He lies on his back, eyes closed, but awake.

                                     MARIE (CONT'D)
                         I think I've seen enough boxing to 
                         say that I really thought you won.

                                     BILLY
                         I think I did, too.

                                     MARIE
                         Is there anything I can do for you?
                         Do you want breakfast or anything?

                                     BILLY
                         I think I'll just lay here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        81.

               CONTINUED:

                                     MARIE
                         Shall I read something to you?

                                     BILLY
                         I think I'll just lay here.

                                     MARIE
                         All right.
                              (finds a spot on his 
                              forehead; kisses it)

                                     BILLY
                         I can't believe the kids are sleeping 
                         in.

                                     MARIE
                         It's nice, isn't it?

               On cue, baby Douglas begins to cry.  Billy and Marie laugh, 
               Billy wincing through it.

               Marie is concerned but does not speak about it.  She kisses 
               Billy again.

                                     BILLY
                         Marie?  Do you mind if Jack comes 
                         over this afternoon?

                                     MARIE
                         Reddy?

                                     BILLY
                         Dempsey.

               Marie shakes her head in wonder, smiling.

                                     MARIE
                         You boys.  I was thinking about 
                         getting the family together for a 
                         nice picnic.

                                     BILLY
                         They'd get to meet Jack.

                                     MARIE
                         All right.

                                     BILLY
                         Should we invite the Reverend?

                                     MARIE
                         Do you want to?

                                     BILLY
                         Seems the Christian thing to do.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        82.

               CONTINUED:

               She kisses him.

                                     MARIE
                         I love you.

                                     BILLY
                         I love you.

               She smiles, tracing a finger down his nose.

                                     MARIE
                         Honey?  I need you to tell me if 
                         you're not all right.

                                     BILLY
                         It's just --

                                     MARIE
                         Excuse me.  I know what you've said.
                         Just a little kidney trouble, I know.
                         What I mean is, if you're... 
                         protecting me, or not being honest 
                         with yourself, or -- I don't know.
                         I'm saying that if it's worse, and 
                         you haven't told me the truth, I 
                         want you to tell me, and it's all 
                         right.  I know you're not a liar; 
                         I'll understand.  Just -- tell me.

               He looks in her eyes for a long, searching moment.

               Billy takes Marie in his arms.

                                     BILLY
                         Honey, it's okay.  Everything's going 
                         to be all right.


               EXT. MISKE'S YARD - AFTERNOON

               The Miske and Bennett families are enjoying a fine spring 
               day.  Jack Dempsey is with them, and also Rev. Keyes.  The 
               children play on a blanket in the grass.

               Anna, Billy's mother, is plucking a chicken at one end of 
               the picnic table as the women visit.

               The men are playing bridge except for Billy's father, who 
               looks on.  Billy is quietly bearing real pain.

               Rev. Keyes addresses Marie's father, John.

                                     KEYES
                         How did you discover the abuses?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        83.

               CONTINUED:

                                     JOHN
                         As most of us did; when King Coal 
                         was published.

                                     BILLY
                         Sinclair's book.

                                     JOHN
                         Yes.  Have you read it?

                                     BILLY
                         Yes, I have.

                                     WILLIAM
                         Billy read it to me and mother.

                                     JOHN
                              (to Keyes)
                         Terrible book in the right way.
                         I felt as though my eyes were 
                         uncovered.

                                     KEYES
                         So you investigated the company?

                                     JOHN
                         Just enough to know.  I had some 
                         money interested there and I wanted 
                         my conscience to be clear.

                                     DEMPSEY
                         You own part of a coal company?

                                     JOHN
                         No longer.  The charges Mr. Sinclair 
                         made could not be refuted at this 
                         particular company -- which shall 
                         remain nameless -- so of course I 
                         withdrew.

                                     KEYES
                         Admirable.  What was the bid again?

                                     DEMPSEY
                         Two hearts.
                              (beat)
                         I used to work in a mine.

                                     KEYES
                         Did you witness these abuses, Mr.
                         Dempsey?

                                     DEMPSEY
                         Well, it wasn't no job for girls.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        84.

               CONTINUED:

                                     BILLY
                              (to John)
                         If you were to put money toward 
                         starting a new business now -- do 
                         you have any thoughts what it might 
                         be?

                                     JOHN
                         I haven't thought about it.

                                     KEYES
                         I should think automobiles might do 
                         well.

                                     JOHN
                         You may be right.

                                     BILLY
                         Automobiles...

                                     JOHN
                         Perhaps -- and this would be a risk 
                         but if you offered automobile sales 
                         on credit, you might have something.

                                     DEMPSEY
                         You'd trust some mug to drive off 
                         and pay you back on something that 
                         big?

                                     JOHN
                         As I said, it would involve risk.
                         It could work in a community in which 
                         people know one another well.

                                     BILLY
                         St. Paul?

                                     JOHN
                         Now you sound as if you are making a 
                         plan, Billy.  Are you thinking of 
                         venturing into business?

               The women have begun listening to this conversation, and 
               Marie eyes Billy.

                                     BILLY
                         Well, no one fights forever.  I want 
                         to make sure Marie and the kids have 
                         something secure.  Jack talked to us 
                         in New York one night about starting 
                         a restaurant -- remember, Jack?

                                     DEMPSEY
                         Dempsey's.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        85.

               CONTINUED:

                                     KEYES
                         A fine idea, Billy.

                                     JOHN
                         If you manage things properly, a 
                         business could be very good for you.
                         I like the idea.  Are you thinking 
                         of retiring?

                                     BILLY
                         Please -- not in front of Jack. You'll 
                         swell his head thinking that he did 
                         it.

                                     DEMPSEY
                         You are still looking sore.
                              (to the others)
                         Billy here is my friend, but I climb 
                         in the ring and forget all about 
                         that.

                                     KEYES
                         I heard you both fought well.

                                     DEMPSEY
                              (to Billy)
                         You know what's going to be big 
                         business come January.

                                     BILLY
                         What's that?

                                     DEMPSEY
                         Bootleg whiskey!  You ought to just 
                         move on up to Canada and sell it 
                         across the border!  Think about it!

               Anna has finished the chicken.  She places it in a pan for 
               Marie.

                                     ANNA
                         The times, how they change.  I look 
                         up, we at war.  I look up, a new 
                         United State. I look up, biggest 
                         ship is made and sink like that. 
                         Boxing illegal, now legal.  People 
                         can drink, now you can't drink. 
                         Sometime it excite me so much, some 
                         time I think, "Lord, can't anything 
                         stay the same?"  Even church -- now 
                         we get the new hymn books with the 
                         notes.  I remember when the airplane 
                         was a baby, could just stay in the 
                         air just a bit.  Now they use them 
                         for war!  I get dizzy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        86.

               CONTINUED:

                                     MARIE
                         I think it's wonderful.  It feels 
                         like life is exploding all around 
                         us.  I love the new music, the books, 
                         new amendments -- I can't imagine a 
                         happier time.

                                     WILLIAM
                         Even with war?

                                     MARIE
                         War does darken things, of course.
                         But even so.

                                     BILLY
                         She's married me; I think that colors 
                         her perspective.

               They laugh.  She moves to take the bird inside.

                                     MARIE
                         My world view has always been sunny, 
                         dear husband.  Hasn't it, Father?

                                     JOHN
                         While remaining remarkably sensible.

                                     MARIE
                              (to Billy)
                         -- but you may still share some
                         credit.

                                     DEMPSEY
                         I again advise against extended 
                         credit...

               They laugh.


               INT. DR. HOPPER'S OFFICE - DAY

               Hopper has finished his latest examination of Billy, who 
               sits barechested on the table.  He is in pain; his skin is 
               red and puffy.

                                     BILLY
                         Can I lay back down?

                                     HOPPER
                         Yes, yes.  Get comfortable.

               Billy reclines carefully.  The pain in his stomach and back 
               is making him miserable.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        87.

               CONTINUED:

                                     HOPPER (CONT'D)
                         Well, Billy, I don't quite know what 
                         to do.  I wish you'd stop training.

                                     BILLY
                         What are the other options?

                                     HOPPER
                         I've got a couple of ideas, but I 
                         don't think you'll like either of 
                         them.  There's surgery; we open up 
                         the kidney, flood the extra acids 
                         and protein out of there.

                                     BILLY
                         I can't afford the stitches.

                                     HOPPER
                         You can if you quit boxing.

                                     BILLY
                         Next.

                                     HOPPER
                         The other is a little more 
                         experimental.  We inject sodium 
                         chloride and a hydrochloric acid 
                         solution intravenously.  It's 
                         something I've been reading about 
                         which sounds promising.  People with 
                         advanced cases -- some even in coma --
                         have recovered, or at least the 
                         symptoms have been allayed.  It's 
                         administered per rectum, however, 
                         and it's going to be uncomfortable.
                         But it may actually be your best 
                         bet.

                                     BILLY
                         How long will it take to bounce back?

                                     HOPPER
                         Not long.  Five days, a week.  But 
                         that's with actual rest, Billy.
                         You would stay in bed, let Marie 
                         take care of you.  Follow the diet I 
                         give you and mind your doctor's 
                         advice.

                                     BILLY
                         I've got the Gibbons fight in three 
                         weeks.  Why don't we do it after 
                         that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        88.

               CONTINUED:

               The doctor is disgusted.  He takes a hand mirror and holds 
               it in front of Miske's face.

                                     HOPPER
                         What do you see, Billy?  Hmm?  You 
                         know what I see?  I see a dying man 
                         who's fooling himself into thinking 
                         he can cheat his way out of it, ignore 
                         his way out of it.  I see him swollen 
                         and puffy and feverish, ready to 
                         give out -- needing to give out, to 
                         rest -- but with the mind of the 
                         most stubborn jackass you've ever 
                         come across.  Take a good look, Billy.
                         Be honest.

               Billy takes the mirror, honestly examining himself, noting 
               the details.  He sets the mirror aside.

                                     BILLY
                         Can't help it, Doc.  I see a champion.


               INT. ST. PAUL GYM - DAY

               Billy works the bag as Jack holds it for him.  Billy is 
               grunting as he hits, the grunts sounding like he's definitely 
               hurting.

                                     JACK
                         Give it a left, there.  Work on your 
                         left.

               Billy throws left jabs.  Each one hurts.

                                     BILLY
                         Ah!  Ah!

               He's sweating too much, looking too red.  One of the other 
               fighters is watching him.

                                     JACK
                         C'mon, Billy boy.  Hang in.  One 
                         more week.  C'mon.
                              (indicates the bag)
                         This is Tommy Gibbons, right here.
                         Clock him!  Clock him!

               Billy throws a hard right, putting everything into it.

               Something in his back now goes, sending incredible pain 
               through him.

               Billy yells loudly in agony, his knees giving out.  He grabs 
               the bag to stay up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        89.

               CONTINUED:

               Jack rushes under him, helping him stand.

                                     JACK (CONT'D)
                         Come on, son.  Billy.  Billy.
                         Hang onto me.

               They stumble off.


               INT. MISKE'S HOME - DAY

               There is a great deal of bustling about as Jack and Billy 
               enter the house.  Billy is leaning heavily on Jack, in so 
               much pain he can no longer hide it.  He wears a robe around 
               his training trunks.

               Marie is horrified and the children gather, frightened.

                                     MARIE
                         Get him upstairs, Jack.
                              (to the children)
                         Come away.  Come in the family room.

                                     BILLY JR.
                         Daddy!

                                     MARIE
                         Come away.

                                     JACK
                              (to Marie)
                         Call Dr. Hopper.

               Jack manages Billy up the stairs.


               INT. MISKE'S BEDROOM - AFTERNOON

               Billy is in bed, sweating, in great pain.

               Dr. Hopper is in attendance.  Jack and Marie stand by and 
               watch as Hopper prepares to inject Billy with morphine.

                                     HOPPER
                         This will help the pain, Billy.
                         I just need you to keep your arm 
                         still for a moment.

               Billy does his best.  Marie wipes his forehead as the needle 
               goes in.

               Done.  Hopper withdraws the needle.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        90.

               CONTINUED:

                                     HOPPER (CONT'D)
                              (to Jack)
                         You have to call off the fight.

                                     JACK
                         Yeah.

                                     BILLY
                         Okay.  Okay.

                                     MARIE
                         You're just going to rest up and get 
                         better, honey.

                                     BILLY
                         So hot.

               Hopper waves a thermometer down.

                                     HOPPER
                              (to Marie)
                         Is there any ice in the house?

                                     MARIE
                         Yes.

                                     HOPPER
                              (to Billy)
                         Open up, Billy.

               Hopper puts the thermometer in Billy's mouth before replying 
               to Marie.

                                     HOPPER (CONT'D)
                         Just chip some up and put it into 
                         towels.  I want to bring his fever 
                         down.

               Marie quickly exits.  Hopper looks at Jack evenly.

                                     HOPPER (CONT'D)
                         You're Jack Reddy?

               Jack extends his hand.  While shaking it, Hopper asks:

                                     HOPPER (CONT'D)
                         How can you let this man keep 
                         fighting?

                                     JACK
                         It's what he wants.

                                     HOPPER
                         It's suicide.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        91.

               CONTINUED:

               Billy opens his eyes and looks at the doctor.

               BILLY'S P.O.V.

               Dr. Hopper looks down at him, shaking his head.


               BACK TO SCENE

               The morphine is kicking in.

               BILLY'S P.O.V.

               Billy Jr. looks down at his father.

                                     BILLY JR.
                         Daddy?  The baby burped up in his 
                         diaper.  Are you better now?


               BACK TO SCENE - NIGHT

               Billy manages to answer.

                                     BILLY
                         It's okay... you used to do that, 
                         too.

               BILLY'S P.O.V.

               Marie looks down at him, confused.  She wears her nightgown.

                                     MARIE
                         Used to do what, dear?  Billy?


               BACK TO SCENE

               Billy is confused.  What time is it?  Where is his son?

                                     BILLY
                         I was -- Billy was --

               BILLY'S P.O.V.

               Marie is concerned.  Strokes his cheek.

                                     MARIE
                         Go back to sleep.

               Billy nods, grateful.  The sweating has passed.  Sweet sleep 
               overcomes him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        92.

               CONTINUED:

               INT. MISKE'S HOME - AFTERNOON

               Marie opens the front door.  George Barton stands with another 
               man, MIKE COLLINS.  Their approach is respectful and wary.

                                     GEORGE
                         Mrs. Miske.  I'm George Barton.
                         This is Mike Collins.

               She nods to them.

                                     MARIE
                         I recognize you, Mr. Barton.
                              (to Mike)
                         Pleased to meet you, Mr. Collins.

                                     GEORGE
                         We'd like to see Billy.

                                     MARIE
                         I'm sure he'd like to see you, Mr.
                         Barton, but maybe it would be best 
                         to wait for a few days.

               George and Mike glance at each other.

                                     GEORGE
                         Is he awake?

                                     MARIE
                         Well, yes, but --

                                     GEORGE
                         Could we please see him?  Mr.
                         Collins came a long way.

               Marie isn't sure what to make of this, but is too polite to 
               decline.

                                     MARIE
                         All right then.
                              (she nods toward the 
                              upstairs bedroom)
                         Go on up.  He's having some dinner.

                                     MIKE
                         Thank you.

               George and Mike move past her.

               She frowns after them, getting a bad feeling.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        93.

               CONTINUED:

               INT. MISKE'S BEDROOM - AFTERNOON

               Billy sits up, a nibbled piece of toast on a plate beside 
               him.  He looks better, but still feverish and swollen.

               He hears a knock on the door.

                                     BILLY
                         Yes?

               George and Mike enter quietly.

                                     BILLY (CONT'D)
                         George!  Come on in.

                                     GEORGE
                         We're interrupting your dinner.

                                     BILLY
                         Just some toast --

                                     GEORGE
                              (overlapping)
                         That's all you're eating?

                                     BILLY
                         All I was hungry for.  Come in.
                         Who do we have here?

                                     GEORGE
                         This is Mike Collins --

               Mike extends his hand to Billy, who shakes it.

                                     BILLY
                         Where have I heard your name, Mr.
                         Collins?

                                     MIKE
                         I'm promoting your fight with Tommy 
                         Gibbons, Billy.

                                     BILLY
                         That's it.  Well, I'm sorry it had 
                         to be called off.  Jack did call 
                         you, didn't he?

                                     MIKE
                         Well, yes, he did, Billy --

               Mike looks at George, begging him to take over.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        94.

               CONTINUED:

                                     GEORGE
                         Of course we understand, and there 
                         are no hard feelings.
                              (he nods toward a 
                              chair)
                         May I sit down, Billy?

                                     BILLY
                         Sure.

               George draws in a chair and speaks confidentially.

                                     GEORGE
                         We're friends -- I like to think of 
                         us as friends -- and I absolutely 
                         understand that you're in no shape 
                         to box right now.  I just want to 
                         lay something out for you, because 
                         it wouldn't be right if I didn't 
                         tell you.  See, you have an 
                         opportunity this weekend, and you 
                         need to know.  Billy, the gate is 
                         already at $18,000.

               Billy reacts.

                                     GEORGE (CONT'D)
                         I know!  See, this is why I'm telling 
                         you.  By the day of the fight, it
                         could go to $30,000 --

                                     MIKE
                         Maybe thirty-five, forty.

                                     GEORGE
                         People have been looking forward to 
                         this fight, and it's in the clear, 
                         is the thing.

                                     MIKE
                         But the baseball team's back in two 
                         weeks --

                                     GEORGE
                         And after that, the summer's theirs.
                         If this match gets postponed, you'll 
                         lose the fans.  As it stands, after 
                         Reddy's cut, you're looking at at 
                         least six, seven, eight grand.  And 
                         that's if you lose.  Here's the other 
                         thing.  Dempsey's going up against 
                         Willard next month --

                                     BILLY
                         Jack got the fight?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        95.

               CONTINUED:

                                     GEORGE
                         That's right.  So if you get in 
                         against Gibbons and take him, there's 
                         a good chance that you're in line.
                         Heavyweight champion of the world, 
                         Billy.  You went up against Dempsey.
                         You know what he's got, and I think 
                         you could lick him -- once you get 
                         better. What do you say?

                                     BILLY
                         You must have a lot of money on this.

               George doesn't blink.

                                     GEORGE
                         I do.  But I like to say I'm thinking 
                         of your interests, too.  Yours and 
                         Marie's.  The boys'.

               Billy considers this.

                                     BILLY
                         I'll get up tomorrow.  If I can walk 
                         around the block, I'll be there 
                         Saturday.

               George and Mike break out in great, relieved grins.  George 
               stands.

                                     GEORGE
                         That's great.  Bless you, Billy.

                                     MIKE
                         Thanks, Billy.  Quite a man.

                                     GEORGE
                              (exiting)
                         We're just going to let you rest, 
                         then.

                                     BILLY
                         Thanks.

                                     MIKE
                         You take it easy, Billy.  Call us.

               Billy nods.

               George and Mike exit the room, bumping past Marie.

               George looks at Marie, who shoots him a damning look.  She 
               now knows what's happened.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        96.

               CONTINUED:

                                     MARIE
                         How could you?

               George can't answer.  He's more than a little ashamed.

                                     MARIE (CONT'D)
                         Are you a parasite, Sir?

                                     BILLY
                         Marie --

                                     MARIE
                              (to George and Mike)
                         You need to leave.

               George nods, and the two men head down the stairs.

               Marie turns back to Billy.

                                     MARIE (CONT'D)
                         And you!  How could you!

                                     BILLY
                         Marie... it'll be fine.

                                     MARIE
                         How can you say that?  Billy, you 
                         seem to think that I want you to --
                         to just produce money for us.  Is 
                         that what you think?  Is that what 
                         you think a man is?  It's not, Billy.
                         A man gives himself to his family.
                         We want you, not some -- some payoff.

                                     BILLY
                         Marie...

                                     MARIE
                         No!  No, Billy.  In this -- you're 
                         wrong.  You're just wrong.  It makes 
                         me angry.

                                     BILLY
                         Honey --

                                     MARIE
                              (yells)
                         No!

               She quickly exits.  Billy closes his eyes.  The baby starts 
               to cry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        97.

               CONTINUED:

               EXT. MISKE'S HOUSE - MORNING

               Billy's hand reaches out to the fence, steadying himself.

               He quickly pulls his hand away; he can't cheat at this.

               Dressed in his bath robe, Billy steps carefully.  He's 
               obviously in bad shape, giving the effect of an old man out 
               for a faltering morning walk.

               A PAPER BOY appears behind him, tossing papers.  The Boy's 
               normal gait makes Billy's look all the more shambling.

                                     PAPER BOY
                         Morning, Mr. Miske.

               Billy turns slightly.

                                     BILLY
                         Morning.

               The Boy passes Billy, and as he steps around him, bumps Miske.

               Billy nearly falls; the Boy is shocked.  Billy holds the 
               fence, hurting.

                                     PAPER BOY
                         Are you all right?

               Billy nods.

                                     PAPER BOY (CONT'D)
                         You sure?

               Billy releases the fence and begins to shuffle down the 
               sidewalk again.

                                     BILLY
                         Just stretching.  I'm fine.

               The Paper Boy looks doubtful, but goes on his way.

               Billy stops a moment, takes a deep breath.

               He is focusing now.  He stares at the mailbox at the end of 
               the block.

               His determination is growing.

               He begins walking again, looking more sure-footed now.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        98.

               CONTINUED:

               INT. MARCUS' DINER - MORNING

               MARCUS, proprietor and cook, polishes his counter. His front 
               window faces the street.

               Billy slowly comes into view.

               Marcus looks up and sees Billy in his robe.  He watches this 
               famous boxer walking, crippled and determined.

               Billy enters, steadying himself on the doorknob for just a 
               moment.

               He and Marcus exchange looks.

                                     BILLY
                         Good morning.

                                     MARCUS
                         Morning.

               Billy nods grimly, then looks at the back of the diner.

               There is a pay phone.

               He painfully makes his way back.

                                     MARCUS (CONT'D)
                         Get you a coffee?

               Billy shakes his head.

               He makes it to the phone booth and sits gratefully.  The 
               energy rushes out of him; he is sweating heavily.

               He gets his breath and reaches into his robe's pocket.

               Withdraws coins and a business card.

               He cranks the telephone and waits.

                                     BILLY
                              (into telephone)
                         Columbus seven seven eight two.
                              (waits)
                         Mike Collins, please.  Yeah, hi.
                         It's Billy.... Good, good.  I'll see 
                         you Saturday....  You're welcome.
                         Good bye.

               Billy hangs up.

               He squeezes his eyes shut.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        99.

               CONTINUED:

               EXT. ST. PAUL BOXING RING - DAY

               Wham!  Billy takes a hook to his jaw.

               He takes a step back, bracing himself, and swings at Tommy 
               Gibbons, connecting.

               A REFEREE circles.

               It is late in the match; both men are looking tired.  Billy 
               is more firmly planted than we've seen him before; usually 
               he is bobbing and weaving.

               The men circle each other, wary.

               Billy gets a solid punch into Gibbons' stomach.

               The opponents circle.

               An outdoor arena has been freshly built for the match.

               Thousands attend; most sit on newspapers to prevent sap from 
               fresh lumber spoiling their clothes.  The audience is excited; 
               it's been a good fight.

               Gibbons unleashes an attack on Billy which drives Miske back.

               Marie watches from the women's section.  She looks a little 
               fearful.

               Miske is in trouble, but the bell rings.

               Gibbons backs off.  Billy squeezes his eyes tight.

               Jack yells from his corner.

                                     JACK
                         Come on, Billy!

               This seems to wake Miske who gets off the ropes and heads to 
               his corner.

               Marie doesn't like the looks of this.

               She begins to make her way toward the aisle.

               Billy sits heavily on the stool.  Jack sponges him down.

               The Referee accepts a bullhorn from someone at ringside.

               He confers briefly with two REPORTERS and nods.

               He moves into the ring's center to announce the winner.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       100.

               CONTINUED:

                                     REFEREE
                         Ladies and gentlemen!  After ten 
                         rounds... our decision is awarded to 
                         Tommy Gibbons!

               Gibbons jumps to his feet amid the cheers.

               Billy sits in his corner, defeated, his head nodding slightly.

               He pulls himself to his feet --

               -- and now staggers to meet Gibbons in the center.

               Marie watches: what's Billy doing?

               Billy can barely stand now that his determination to fight 
               is not needed.

               Gibbons can see that he's hurting.

               The crowd goes quiet.  It is suddenly apparent that Billy is 
               in terrible shape.

               Billy looks at Gibbons a moment, then touches gloves with 
               him.

               The crowd applauds wildly.  Gibbons eyes Billy with respect.

               Marie begins to cry.

               Billy turns and shuffles off.

               Jack parts the ropes for him and he painfully leaves the 
               ring.

               Gibbons and the crowd watch him go.

               Marie watches as Billy walks up the aisle.

               Billy sees her and lurches along.  He is exhausted.

               He meets her, holding onto the bleacher to steady himself.

               They exchange a look as she touches his bloody cheek.

               Billy looks back at the ring, down at the ground, then back 
               at Marie.  He can't quite meet her eyes, though.

               He nods a little and continues on toward his dressing room.

               Marie watches him go.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       101.

               CONTINUED:

               INT./EXT. MISKE'S KITCHEN/BACKYARD - NIGHT

               Marie looks out the screen door at Billy, who sits with his 
               back to the house in a lawn chair looking out at the stars.

               She gently pushes open the screen door and steps out, slowly 
               walking to his side.

               Billy glances at her and smiles tightly, then looks away.

               His face is swollen, badly cut and bruised.  Worse: there is 
               defeat and resignation in his eyes.

                                     MARIE
                         I'm sorry, honey.

               Billy doesn't speak.

                                     MARIE (CONT'D)
                         Do you want to come to bed?

               He shakes his head no.  Marie tries to make conversation.

                                     MARIE (CONT'D)
                         There's a Psalm that says God named 
                         every star.

               Marie watches Billy carefully.  His eyes are full.

               A rueful smile crosses his face.  He winces, his body paining 
               him.

                                     BILLY
                         Go on inside.

               He wipes away tears, ashamed.  Marie puts her hand on his 
               shoulder.

                                     MARIE
                         Billy --

                                     BILLY
                         Please go inside.

                                     MARIE
                         It's okay, dear.  You did your best.

               He pulls away from her.

                                     BILLY
                         Marie, please.

               Marie withdraws to the house, sparing her husband's dignity.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       102.

               CONTINUED:

               Billy brushes off tears, steeling himself by setting his 
               teeth against the stars.


               INT. FIRST BANK AND TRUST - DAY

               Billy and John Bennett sit across a desk from VIRGIL 
               BUCKINGHAM, the bank President.  Billy is dressed formally 
               for the occasion.  Virgil tugs on a pipe while looking over 
               some papers and automobile brochures.

                                     VIRGIL
                         You're certain this is a venture you 
                         want to undertake, Mr. Miske?

                                     BILLY
                         Yes, sir.

               Virgil looks doubtfully at John, who nods.

                                     VIRGIL
                              (to John)
                         It is on your strength that we've 
                         agreed to the loan.

                                     JOHN
                         Mr. Miske has also pledged his home, 
                         Mr. Buckingham.

                                     VIRGIL
                         Ah -- forgive me, but Mr. Miske's 
                         home barely touches a two hundred 
                         thousand dollar principal.

               The conversation continues over the next images:


               EXT. ST. PAUL TRAIN YARD - DAY

               Billy and Marie watch with their children as automobiles are 
               driven off specially-built railroad cars.

                                     VIRGIL (V.O.)
                         You will receive the money, Mr.
                         Miske, and it is not contingent upon 
                         receiving my advice on the matter, 
                         but I would feel well if you would 
                         allow me to speak freely.


               EXT. WEST 7TH STREET - DAY

               A motorcade of various General Motors cars -- Cadillac Model 
               57s, Chevrolet FA-4 sedans, Oakland roadsters, Buick E-46 
               coupes -- parades down the St. Paul's main drag.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       103.

               CONTINUED:

               Red, white, and blue bunting everywhere.

               Smiling MEN AND WOMEN, hired for the occasion, carry large 
               signs and banners, walking alongside the cars:

               MISKE OFFERS KNOCKOUT PRICES!!!

               MISKE'S AUTOS GOES TO THE MAT FOR YOU!!!

               St. Paul's own have come out on the street to watch the 
               parade.

               The next sign passes: WHY WAIT?  EXTENDED CREDIT AVAILABLE!!!

               GIANT INDEPENDENCE DAY SALE!!!

                                     VIRGIL (V.O.)
                         This is a very risky undertaking --
                         not beginning a business, mind you, 
                         but a business of this sort.  You
                         are selling a very expensive product --
                         most automobiles cost more than a 
                         year's salary -- and you expect to 
                         sell many of them on credit at that!
                         Your business plan is based more on 
                         instinct than reason, you admit to
                         having no education in the field --
                         frankly, if not for Mr. Bennett, I 
                         wouldn't entertain the idea for a 
                         moment.

               Billy drives one of the lead cars, with Marie by his side.

               They wave at the gathering crowd.


               INT. BANK - DAY

               -- continuing from before.

                                     JOHN
                         But your Board of Directors approved.

                                     VIRGIL
                         Against my judgment, yes; and solely 
                         on the strength of your name.

                                     JOHN
                         Then I feel all the more pleasure to 
                         lend it.  Mr. Miske is a man of fine 
                         character, Mr. Buckingham, and any 
                         investment in him is most secure, I 
                         assure you.  But we thank you for 
                         your advice.  Do you have something 
                         for us to sign?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       104.

               CONTINUED:

               Virgil sighs and withdraws a prepared contract from a file.

               CLOSE-UP - A SIGNATURE ON A CONTRACT

               WE PULL BACK TO:


               INT./EXT. MISKE'S AUTOMOBILES - DAY

               A montage as a piano roll plays (perhaps James P. Johnson's 
               "I Ain't Givin' Nothin' Away"):

               Billy extends his hand to a HAPPY CUSTOMER, dropping an 
               ignition key into the Customer's palm.

               CLOSE-UP - ANOTHER SIGNATURE ON A CONTRACT CLOSE-UP - SOME 
               CASH EXCHANGED FOR A KEY


               BACK TO SCENE

               Billy waves goodbye as ANOTHER CUSTOMER drives a new Buick H- 
               45 touring car off the lot.

               Billy sits in a Oldsmobile Pacemaker touring car with Hammond, 
               showing him how roomy and comfortable the machine is.

               Hammond, satisfied, steps out of the car; Billy opens his 
               door and painfully exits, another deal closed.

               Marie offers an iced bottle of soda to a CUSTOMER'S WIFE, 
               chatting politely.

               Virgil Buckingham walks among the cars, surveying the scene.

               A REPORTER interviews Billy, who slips on gloves.

               A PHOTOGRAPHER snaps a picture of Billy who leans against a 
               Cadillac, confident, wearing his boxing gloves.

               A crowd applauds.

               CLOSE-UP - ANOTHER SIGNATURE ON PAPER.


               BACK TO SCENE

               Billy drops a key into a man's hand; it is Virgil's.

               The banker tips his hat at Billy and exits.

               It is the evening.  Billy locks the door and puts a "Closed" 
               sign in the window.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       105.

               CONTINUED:

               He watches Virgil step into a car, start it, and awkwardly 
               drive off.  Like most of Billy's customers, it is Mr. 
               Buckingham's first automobile.

               Billy walks around, extinguishing lamps and generally closing 
               shop.  It is all new to him, but he seems comfortable and 
               proud.


               INT. OFFICE

               He walks into his office where Marie adds figures as the 
               children play on the floor.  She looks up at her husband, 
               smiling.

                                     MARIE
                         Are you tired?

                                     BILLY
                         It was a big day.

               He sits on the floor to play with his boys.

                                     MARIE
                         How does your stomach feel?

                                     BILLY
                         I'm all right.
                              (beat)
                         How did we do?  Are you boys doing 
                         okay?

                                     BILLY JR.
                         Do we get a car?

                                     BILLY
                         We're taking one home tonight.

                                     MARIE
                         Are we?

                                     BILLY JR.
                         Can I pick?

                                     BILLY
                         I think Daddy and Mommy will pick.

                                     BILLY JR.
                         I want the beeping one.

                                     BILLY
                              (to Marie)
                         It seems like we should.  It's our 
                         business.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       106.

               CONTINUED:

                                     MARIE
                         That would be nice.

                                     BILLY
                         How are the figures?

                                     MARIE
                              (regards her accounting)
                         I haven't checked for mistakes yet.
                         Or figured in a car for us, of course --

                                     BILLY
                         How many did we sell?

                                     MARIE
                         Twenty-six cars.  Twenty-seven; Mr.
                         Buckingham's.  Well, Husband: a little 
                         more than sixty-eight thousand dollars 
                         of machinery sold.

                                     BILLY
                         And how much did we bring in?

                                     BILLY JR.
                         I love you, Daddy.

                                     BILLY
                         I love you, too, Son.

               The boy climbs into Billy's lap.  They play.

                                     MARIE
                         Three outright purchases, unless Mr.
                         Buckingham -- ?

                                     BILLY
                              (shakes his head)
                         Four hundred down.

                                     MARIE
                              (checks the figure)
                         Almost twenty thousand dollars.

                                     BILLY
                         Forty-eight thousand dollars worth 
                         of faith.

               Billy Jr. suddenly hugs his father, sending a pain through 
               him.

                                     BILLY (CONT'D)
                              (coughing)
                         Careful -- careful, Son.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       107.

               CONTINUED:

               Suddenly there is an urgent BANGING on the door offscreen, 
               and muffled calling:

                                     REDDY (O.S.)
                         Billy!  Billy!

               Marie and Billy look at one another quizzically as Billy 
               rises to answer.

                                     BILLY
                         It sounds like Jack --

                                     MARIE
                         Scared me to death --


               INT. SHOW ROOM

               Billy walks out to the show room and sees Jack Reddy through 
               the glass.  Jack holds a newspaper, pointing.

                                     REDDY
                         He won!  He won!

               Billy grows excited, unlocking and quickly opening the door.

                                     BILLY
                         He beat him?  Dempsey beat him?

               Reddy makes it inside and thrusts the afternoon edition at 
               Billy.  Billy scans examines the cover:

               FINAL EDITION.  DEMPSEY WINS HEAVYWEIGHT CHAMPIONSHIP.  There 
               is a photo of the referee raising Dempsey's hand.

               The FLASH of a photographer's bulb whites out the screen.

               Footage of the fight is INTERCUT:


               EXT. OHIO OUTDOOR BOXING RING - DAY

               In slow motion, the referee raises Dempsey's hand.


               BACK TO SCENE

               Marie, excited, shouts from the office.

                                     MARIE (O.S.)
                         Jack won?!  Billy?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       108.

               CONTINUED:

               INT. OFFICE

               Billy enters, showing Marie the newspaper photo.  She is 
               genuinely thrilled.

                                     MARIE
                              (with a gasp)
                         He did it...

               INSERT - NEWSPAPER PHOTO OF REFEREE AND DEMPSEY

               The sound of FILM RUNNING THROUGH SPROCKETS plays over this 
               montage -- footage taken from the fight:

               The fight begins.  Dempsey circles, bobs and weaves, drawing 
               Willard out.

               Dempsey is tanned and dark and ready; Willard, much taller, 
               is overweight and paunchy.

                                     GEORGE (O.S.)
                         Now, watch this.  Round one.

               Willard throws a left which leaves him open.  Dempsey pounces, 
               punching Willard's chest.  Powerful.  Willard's immediately 
               hurting.

               Now Dempsey crashes a left hook into Willard's face.  A huge 
               punch:

               Willard goes down.


               INT. MINNEAPOLIS DAILY NEWS - AFTERNOON

               George Barton screens a 16mm copy of the fight.  Billy, Jack 
               Reddy, and many of the city's boxers and reporters watch in 
               awe.

                                     THOMAS
                              (excited)
                         Did you see that left!  Willard 
                         didn't!

                                     GEORGE
                         Knocked him down five times in the 
                         first round.

                                     REDDY
                         I heard that he won in the first.

                                     BILLY
                         Can we watch the fight, please?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       109.

               CONTINUED:

                                     GEORGE
                         The referee raised Dempsey's arm up 
                         at the end of the round.  Jack even 
                         left the ring.  But the timekeeper 
                         realized the round ended during the 
                         count, so they had to hustle Dempsey 
                         back for the second.
                              (refers to the film)
                         This is where my copy gets choppy.
                         The third round gets pretty bad,
                         here -- okay -- third round --

               The next footage shows Willard in alarming condition: the 
               right side of his face swollen to twice its size, suffering 
               a deep gash, eye swelled shut.

               Dempsey continues to pound, mercilessly beating the now-
               helpless giant.

                                     REDDY
                         He ain't a champ no more!

               Blood comes from his nose, mouth, and cheek.  His left eye 
               is nearly shut.  He is helpless.

                                     BILLY
                         I can't believe they didn't stop it.
                         Look at him --

                                     GEORGE
                         Crowd actually started shouting during 
                         the second round: "Stop it!  Stop 
                         the fight!"
                              (shrugs)
                         I dunno.

               Now we see it in motion: the referee holds Dempsey's gloved 
               hand in the air, declaring him the winner.

               Scattered applause in the room.  George shuts the projector 
               off.

                                     BILLY
                         You actually feel sorry for Willard.

                                     REDDY
                         You do.

               Someone switches on the lights.

                                     GEORGE
                              (rewinding the film)
                         It was hot.  It was so hot down there.
                         And no place to stay for miles.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       110.

               CONTINUED:

                                     GEORGE (CONT'D)
                         I wound up on some family's porch 
                         with no cot, no pillow -- and paying 
                         for it!

                                     REDDY
                         That right?

                                     THOMAS
                         So who's got the next fight with 
                         Dempsey?

                                     REDDY
                         You think Harry Greb's ready?

                                     GEORGE
                         Maybe.  I haven't seen him in a while.
                         He'd have to be training harder than 
                         Willard did!

                                     BILLY
                         He wasn't training hard?

                                     GEORGE
                         I even said it to his face.  It was 
                         a joke, to watch him.

               George packs up the film as men file out of the news room.

                                     GEORGE (CONT'D)
                              (to Billy)
                         Now, didn't Jack promise you a fight 
                         if he ever made champ?  Now's your 
                         chance, Billy!

                                     BILLY
                              (laughs lightly)
                         I'm done, now, George.  Marie's 
                         reformed me; now I'm a businessman.

                                     GEORGE
                         How is business?

                                     BILLY
                         Too early to tell.  We're just waiting 
                         for the payments to start rolling 
                         in.  Do you want help packing up?

               Getting his coat jacket, preparing to leave with the others.

                                     GEORGE
                         I just leave the projector here.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       111.

               CONTINUED:

                                     GEORGE (CONT'D)
                              (beat)
                         Hey -- we've got a poker game going; 
                         Jack's got some hooch.  Want to come 
                         and play cards with us, Billy?

                                     REDDY
                         Yeah.  If you're not going to train 
                         anymore, you might as well enjoy 
                         yourself a little.

                                     BILLY
                         Thanks, but I'm going back to the 
                         shop to make some calls, work on the 
                         books a little.

               These three are the last ones out.

                                     REDDY
                         How do you like having your own 
                         business?

                                     BILLY
                         Good.  It feels good.  Everybody's 
                         happy.

                                     GEORGE
                         You don't miss boxing?

               Billy grins.  Of course he does.

                                     GEORGE (CONT'D)
                         I knew you would.

                                     BILLY
                              (to Jack)
                         Jack?  Could George catch up with
                         you?  I want to --

                                     REDDY
                         Sure, Billy --

                                     BILLY
                              (overlapping)
                         -- talk to him a minute.

                                     REDDY
                         Sure, Billy.

               Jack exits.

                                     GEORGE
                         What is it, Billy?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       112.

               CONTINUED:

                                     BILLY
                         I didn't want to embarrass you in 
                         front of anybody; I know you probably
                         just forgot --

                                     GEORGE
                         Yeah?

                                     BILLY
                         Well, you're late on your car loan, 
                         George.

                                     GEORGE
                         I am?  Okay.

                                     BILLY
                         And you're due for your next payment 
                         this week.

                                     GEORGE
                         Has it gone that long?

               George goes for his wallet.

                                     BILLY
                         I know we're friends, George, but --

                                     GEORGE
                         Sure, sure.  You've gotta eat, too.
                              (pulls out a ten)
                         Let me give you this for now, and 
                         I'll bring the rest this week.

               Billy looks at the ten, disturbed.

                                     BILLY
                         That's all you've got, George?

                                     GEORGE
                         What's wrong?  I'll bring the rest 
                         this week.  Take the ten.

                                     BILLY
                         Don't you have your checkbook?

               George now looks at Billy, insulted.

                                     GEORGE
                         Isn't my word any good, Billy?

                                     BILLY
                         Of course it is, George.  You're 
                         driving a Cadillac I sold you based 
                         on your word.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       113.

               CONTINUED:

                                     GEORGE
                         Then take the ten, and I'll see you 
                         this week.

               Billy takes the ten.  George claps him on the shoulder and 
               they exit.


               INT. MISKE'S AUTOMOBILES - AFTERNOON

               Billy is going over his accounting books.  We see at the top 
               of the page: August 1920.  Most of the figures are red.

               He punches figures into an adding machine; cranks it.  Again 
               and again.

               CLOSE UP ON THE TAPE: The total reads -$32,580.61.


               BACK TO SCENE

               Billy, thoughtful.

               He pulls out his file of index cards.  Starts with the A's.

               He picks up the telephone, speaks to the operator:

                                     BILLY
                         Wadsworth forty forty-two.  Thank 
                         you.... Ogden Akers, please....  Mr. 
                         Akers?  This is Billy Miske, Miske's 
                         Automobiles.  How are you?  How's 
                         that Roadster running?


               INT. MISKE'S AUTOMOBILES - LATER

               Billy is still on the telephone.  He runs his thumb through 
               the index cards as he listens.

               A MAILMAN enters the show room with the afternoon mail.

               Billy waves, "In here."

                                     BILLY
                              (on telephone)
                         Uh huh.  Oh, I understand.  These 
                         things happen.  But I do need to 
                         receive a payment,  Mr. Nancey, or 
                         we have to look at getting the bank 
                         people involved.  I don't think either 
                         of us wants to do that...

               The Mailman brings a short stack of mail.  Billy offers a 
               small salute of thanks which the Mailman returns.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       114.

               CONTINUED:

               He exits as Billy reaches for his letter opener.

                                     BILLY (CONT'D)
                         All right.  I'll look for it next 
                         week then.  But I have to have it by 
                         Tuesday.  Tuesday at the latest, all 
                         right? ...All right.  Goodbye.

               Billy is tired.  He begins flipping through the envelopes, 
               looking for payments.

               The telephone RINGS.  Billy answers.

                                     BILLY (CONT'D)
                         Miske's Automobiles.


               INTERCUT AS NECESSARY


               INT.  HOTEL LOBBY -- AFTERNOON

               Jack Dempsey is calling.  A SEXPOT is with him, hanging on.

                                     DEMPSEY
                         Is that Billy?

                                     BILLY
                         Billy Mi -- Jack?

                                     DEMPSEY
                         You got it!

                                     BILLY
                         Hey, Champ!  Congratulations!

                                     DEMPSEY
                         Long time comin', huh, pal?

                                     BILLY
                         I saw a film of that fight --

                                     DEMPSEY
                         Ya did?

                                     BILLY
                              (overlapping)
                         -- I thought you were going to kill
                         that man!

                                     DEMPSEY
                         Manassa Mauler, they call me!  Maul 
                         you up, maul you face, mess with the 
                         Mauler!
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       115.

               CONTINUED:

                                     DEMPSEY (CONT'D)
                              (laughs, squeezes the 
                              girl)
                         So you sell cars, now?

                                     BILLY
                         Yes, I do.  Need a car, Champ?  You 
                         have all that prize money...

                                     DEMPSEY
                         That's partly why I'm calling.  I'm 
                         coming up the way and I thought I'd 
                         look at what you got.  I think I can 
                         see Jack Dempsey and some pretty 
                         girl in a nice fast car.
                              (kisses Sexpot, who 
                              giggles)
                         You got something for me?

                                     BILLY
                         Come on down.  I've got a whole 
                         showroom for you.  It would be great 
                         to see you.

                                     DEMPSEY
                         I'll see you next week.

                                     BILLY
                         All right.  Take care.

                                     DEMPSEY
                         Hey -- no wood nickels!

                                     BILLY
                         Right, right.  I'll see you soon.

               They hang up.

               Billy begins to gather his things.


               INT./EXT. FIRST BANK AND TRUST - LATE AFTERNOON

               Billy is at a teller's window making a deposit.

                                     TELLER
                         You made it just before we closed.

                                     BILLY
                         How are you?

                                     TELLER
                         Fantastic.  How is business?

               The Teller notes the small size of the deposit.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       116.

               CONTINUED:

                                     TELLER (CONT'D)
                         Well, it's still a new operation.
                         Things will pick up.

               The Teller signs a deposit book, stamps it, returns it to 
               Billy.

                                     BILLY
                         Thank you.

                                     TELLER
                         Have a good weekend.

                                     BILLY
                         You, too.

               Billy turns to exit.  Virgil Buckingham stands at the doors 
               with his keys.

                                     BILLY (CONT'D)
                         Hello, Mr. Buckingham.

                                     VIRGIL
                         Good day, Sir.
                              (to the Teller)
                         I'm going to lock up and step outside 
                         for a moment, but I'll be right back.

                                     TELLER
                         Yes, Sir.

                                     VIRGIL
                              (to Billy)
                         May I have a moment, Mr. Miske?

                                     BILLY
                         Of course.

               They step outside, Virgil locking the bank door behind him.

                                     VIRGIL
                         Let's walk a bit.

               They begin to stroll down the street.  After a beat:

                                     BILLY
                         I'm sure I know what you want to 
                         say, Mr. Buckingham.

                                     VIRGIL
                         It is a topic I don't like to be 
                         required to address.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       117.

               CONTINUED:

                                     BILLY
                         I've been addressing it all day 
                         myself.

                                     VIRGIL
                         Indeed?

                                     BILLY
                         I started this morning with the A's 
                         and began working my way through.

                                     VIRGIL
                         Did you meet with success?

                                     BILLY
                         If every man matches his promise, 
                         you'll receive your payment by Friday.

                                     VIRGIL
                         With the penalty?

                                     BILLY
                         Yes.

                                     VIRGIL
                         And in two weeks, you will be due 
                         for the next.  How will you manage 
                         that?

                                     BILLY
                         I don't know.  I'm trying, Mr.
                         Buckingham.   
                              (beat)
                         How do you like your car?

                                     VIRGIL
                         It's a fine automobile, Mr. Miske.

                                     BILLY
                         I'm glad.

                                     VIRGIL
                         But I have no wish to own it via 
                         bankruptcy.

                                     BILLY
                         I will not go bankrupt, Sir.

                                     VIRGIL
                         I suggest you tighten up on your 
                         collections, Mr. Miske.  If someone 
                         gets behind, you need to repossess 
                         their automobile.  That's simply 
                         sound business.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       118.

               CONTINUED:

                                     VIRGIL (CONT'D)
                         I believe you have overestimated the 
                         character of these people in St. 
                         Paul.

               Billy brings the conversation to an end.  He extends his 
               hand for Virgil to shake.

                                     BILLY
                         Thank you, Sir.  I appreciate your 
                         advice and will see you Friday with 
                         my payment.

               Virgil had more to say.  Instead, he shakes Billy's hand --

                                     VIRGIL
                         Good day, Sir.

               -- and walks briskly back to the bank.


               INT. CHURCH - DAY

               Marie is singing a solo: "Be Thou My Vision."  Her voice has 
               gotten better with age; more confident, perhaps even simpler.

               The congregation, as always, is appreciative.

               Billy sits in the pew with his mother and father.  The Bennett 
               family sits in the row ahead.

               Billy's rapt attention slowly crosses into discomfort.  He 
               is trying to suppress a cough.

               Now he lets it out, discreetly.  He does not want to distract 
               from Marie's devotional singing.

               But another cough comes up, and another.  His mother, Anna, 
               looks at him, concerned.

               Now it comes; a genuine coughing fit: painful sounding, 
               disruptive.

               Marie hears Billy and continues the song, conflicted.

               Rev. Keyes, at the pump organ, hears the tubercular-sounding 
               cough.  He continues playing, also conflicted.  Should he 
               stop for Marie's sake?

               Billy has been coughing into his hand and now sees blood in 
               his palm.

               William hands him a kerchief which Billy stuffs to his mouth, 
               standing and making his way awkwardly crossing over 
               parishioners to exit the pew.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       119.

               CONTINUED:

               Sympathetic eyes follow him as he exits the church, still 
               coughing.


               EXT. DR. HOPPER'S OFFICE - DAY

               The door is closed.  We hear muffled grunts from Billy.


               INT. DR. HOPPER'S OFFICE - DAY

               CLOSE UP of an intravenous drip.  Sodium chloride and 
               hydrochloric acid bottles.  A bubble forms and bursts as the 
               liquid is administered.

               Billy squints in pain.

                                     HOPPER
                         Easy, Billy.  Think of something 
                         else.

                                     BILLY
                         How long does this take?

                                     HOPPER
                         About forty minutes.  Lie still.


               INT. DR. HOPPER'S OFFICE - LATER

               The administration is over.  Billy lays back -- sweating, 
               wasted.  Hopper is rinsing out the bottles, putting the kit 
               away.

                                     BILLY
                         This feels awful.

                                     HOPPER
                         In a couple days you should start 
                         feeling better.

               Billy considers for a moment.

                                     BILLY
                         Dr. Hopper?

                                     HOPPER
                         Hmm?

                                     BILLY
                         Am I going to get better?

               Hopper is compassionate and straightforward.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       120.

               CONTINUED:

                                     HOPPER
                         You're dying, Billy.  I'm astounded 
                         that you've lived this long.  God 
                         must have His hand on you.

               Billy seems to be finally grasping his mortality.  He is 
               obviously moved.

               Hopper sees that the knowledge is sinking in, and goes to 
               Billy's side.

                                     BILLY
                         How long?

               Dr. Hopper hesitates.

                                     HOPPER
                         Billy, I don't know.  It could happen 
                         any time.

                                     BILLY
                         Any time?

               Hopper nods.

                                     BILLY (CONT'D)
                         What -- what am I supposed to do?

                                     HOPPER
                         I would get my house in order, Billy.

               Billy is stunned.


               INT. MISKE'S OFFICE -- AFTERNOON

               Billy sits uncomfortably in his chair, flipping through index 
               cards.

               His eyes light up a bit.  He looks up at a boxing photo:

               Billy fighting Dempsey, years before.

               He looks at his gloves, hanging on the wall.


               INT./EXT. MISKE'S HOME - AFTERNOON

               Billy enters the house; hears nothing.

                                     BILLY
                         Honey?

               No response, but he hears a delighted scream from one of the 
               children outside.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       121.

               CONTINUED:

               He moves through the house to the kitchen and sees his family 
               through the window.

               Billy Jr. plays with little Douglas, who is beginning to 
               walk.  Jr. helps to teach the toddler; he also scoots away 
               as Douglas crawls after him.

               Marie sits in a chaise, reading a magazine, shooing a fly 
               away from her lemonade.

               Billy steels himself, refusing to brood, refusing to let his 
               family see him weak.  He musters himself as he has mustered 
               himself before the last fights, beating the pain down.

               He transforms himself, standing straighter, looking healthier, 
               more optimistic.

               He pushes through the screen door, grinning, handsome.

                                     BILLY (CONT'D)
                         Hey, there!

               Everybody looks up.  Billy Jr. runs over for a hug.

                                     BILLY JR.
                         Daddy!

               Douglas manages a few steps, topples, and gleefully crawls 
               to his dad.

                                     MARIE
                         Hi, honey!

               Billy picks up his sons, one in each arm.

                                     BILLY
                         How are my boys?  Are you being good 
                         to your mother?

                                     DOUGLAS
                         Dadda...

                                     BILLY
                              (to Douglas)
                         You're walking, aren't you!  Big 
                         boy!

                                     MARIE
                         They've been working on that for an 
                         hour, now.  Very entertaining.  Billy 
                         is very patient with him.

               Billy kisses the boys and sets them down, swatting one's 
               behind.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       122.

               CONTINUED:

                                     BILLY
                         You two go play.  Show your daddy 
                         how you walk.

               Billy Jr. helps Douglas stand.  Looking into each other's 
               eyes, they know when Douglas is ready for his brother to let 
               go.  He manages a few steps.

                                     BILLY (CONT'D)
                              (clapping)
                         Hey!  Good boy!

               Douglas shrieks with joy.

                                     MARIE
                         Big boy!
                              (to her husband)
                         So, how was your appointment?

                                     BILLY
                         It went well!  I feel good.

                                     MARIE
                         You do look better.  What happens 
                         now?

                                     BILLY
                         I watch how much protein I eat, go 
                         back now and again to continue 
                         treatment.

                                     MARIE
                         For how long?

                                     DOUGLAS
                         Dadda!

                                     BILLY JR.
                         Watch, Daddy!

                                     BILLY
                         I'm watching, Sport!  Let's see!

               Douglas manages a few more steps.

                                     BILLY (CONT'D)
                         That's great, boys!

                                     MARIE
                              (intent)
                         For how long, Billy?

                                     BILLY
                         Until it's gone -- I don't know.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       123.

               CONTINUED:

                                     BILLY (CONT'D)
                         Dr. Hopper doesn't know how long it 
                         will be.  Can we not speak about it?  
                         I don't think it does any good for 
                         either of us to worry about it.

               Marie considers this for a moment, then perks up in agreement.

               She kisses her husband.

                                     MARIE
                         All right.  Let's not.

               Billy kisses her again.

                                     BILLY
                         Mmm.  I'll take another one of those!

               They kiss playfully, but deeper.

                                     MARIE
                         I miss Aunt Bernice living with us.

               Billy is confused.

                                     MARIE (CONT'D)
                              (explains)
                         Immediate baby sitter!

               They look over at the boys and laugh.  No; they can't slip 
               away and make love whenever they like anymore.

               Billy kisses her again, lightly, bringing the level back 
               down a little.  They watch their sons, who have seen Daddy 
               and Mommy kissing and giggle at the sight.

                                     BILLY
                         Quit your gawking!  You want a 
                         spanking?

               The boys continue to giggle.

                                     BILLY (CONT'D)
                         Funny, huh?  Funny?  I'll show you --

               Billy hops to his feet suddenly and awkwardly, with a grunt 
               which indicates he is still in real pain.

               Marie looks at him, a little shocked at the pain he has been 
               masking.

               Billy avoids her eyes and is off, playfully chasing the boys, 
               looking for all the world as if nothing is wrong.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       124.

               CONTINUED:

               INT. MISKE'S AUTOMOBILES - DAY

               Billy and John Bennett walk around the show room.

                                     JOHN
                         Well, Billy, I would say that Mr.
                         Buckingham is right.  You need a 
                         more aggressive collection procedure.

                                     BILLY
                         I don't want to humiliate people.
                         I've known some of these men since I
                         was a boy --

                                     JOHN
                         A man's word has to be his bond, 
                         Billy.  You appreciate that.

                                     BILLY
                         Yes.

                                     JOHN
                         It seems that you're shocked to find 
                         that many people don't honor their 
                         commitments.  I've found through the 
                         years that if you examine how a man 
                         does and doesn't spend his money, 
                         you gain a real grasp of his 
                         character.
                              (beat)
                         The payment is due today, you say?
                         What do you lack?

                                     BILLY
                         I don't want charity, Sir.  I asked 
                         for your business advice.

                                     JOHN
                         My business advice is for you to 
                         listen to the man who backed you in 
                         this enterprise.  How much do you 
                         lack?

                                     BILLY
                         Almost three thousand dollars.

                                     JOHN
                         Fine.  And I am in the market for an 
                         automobile.  No longer your investor; 
                         instead, your customer.

               Billy grins, catching on.  He steers John toward the luxury 
               cars.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       125.

               CONTINUED:

                                     BILLY
                         May I show you our line of Cadillacs, 
                         Sir?


               EXT. MINNESOTA ROAD - DAY

               John drives his brand new Cadillac on the dusty road.  Martha 
               sits by his side, thrilled.  Billy, Marie, and Bernice sit 
               in back with the kids.

               John whoops and hollers.

                                     BILLY
                         You're really enjoying this!

                                     JOHN
                         You feel that power?  Isn't that the 
                         most amazing thing?  Feel that engine?

                                     BILLY
                         One of the best automobiles made!

                                     JOHN
                         You already sold me, Son!

                                     MARTHA
                         Stay on the road...


               EXT. FOREST LAKE - DAY

               The family enjoys a picnic, reclining on the ground in a 
               meadow, the Cadillac parked nearby.  They nibble on fruit 
               and cheese.

                                     JOHN
                         -- and you ladies get to vote this
                         year!

                                     BERNICE
                         Hallelujah!

                                     MARIE
                         And who has earned the favor of your 
                         vote?

                                     BERNICE
                         Mr. Harding, of course.

                                     BILLY
                         Why do you choose Harding?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       126.

               CONTINUED:

                                     BERNICE
                         If Mr. Cox is elected, it would be 
                         as if we elected President Wilson 
                         once again.  Enough is enough.

                                     JOHN
                         The war is over, Sister.

                                     BERNICE
                         The war was a slaughter, Brother.

                                     MARTHA
                         I hadn't anticipated the dread of 
                         this: women with political opinions!
                         Already I am nostalgic for the rooms 
                         one could flee to with one's own sex 
                         when discourse turned to ugly, ugly 
                         politics!

                                     MARIE
                         Come now, it's a picnic.  Let's keep 
                         things light.

               Billy reacts a little; Marie notices.

                                     MARIE (CONT'D)
                         What?

                                     BILLY
                         I was about to ask you to walk with 
                         me.

                                     MARIE
                         Oh, dear.  And it won't be light.

               Billy shakes his head.

                                     MARIE (CONT'D)
                              (to the others)
                         Will you excuse me?  My husband wants 
                         to depress me.

               They laugh, saying "of course," and so on.  Billy takes 
               Marie's hand and helps her stand.


               EXT. FOREST LAKE - DAY

               Marie and Billy sit by the lake.  Marie looks a little pale; 
               she has already heard the bad news.  She takes a while soaking 
               it in.  Billy waits.  Finally:

                                     MARIE
                         No, Billy.  No.  You won't fight 
                         again.  There must be another way.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       127.

               CONTINUED:

                                     BILLY
                         I will not declare bankruptcy.  Nobody 
                         will ever say that I beat them out 
                         of a dime.

                                     MARIE
                         I'm not suggesting bankruptcy.  Why 
                         don't we sell the house?  We could 
                         live more modestly.

                                     BILLY
                         That may well be the next step.  But 
                         that still wouldn't be enough.  We've 
                         gained thirty-two thousand dollars'
                         debt in two months --

                                     MARIE
                         We should have never sold on credit --

                                     BILLY
                              (overlapping)
                         -- and unless people's payments start 
                         rolling in fast --
                              (responding)
                         Marie, I thought that would be the
                         gimmick!  I thought that would --

                                     MARIE
                         It worked, it worked; they swarmed 
                         in like flies.  I don't blame you, 
                         Billy.

                                     BILLY
                         If I'm going to fight, I should do 
                         it quickly, while I'm still in shape.

                                     MARIE
                         In shape!  Billy!  You cough up blood, 
                         you sleep most nights with a fever!

                                     BILLY
                         It's a chance to be champion, Marie.
                         Champion.  That's what I was working 
                         all those years for.  I'm no 
                         businessman -- I'm a fighter.  Tell 
                         me you know that.

                                     MARIE
                         You'll learn to be a good businessman, 
                         Billy; it just takes time.  Father
                         will --

                                     BILLY
                         It's me, Marie.  My blood, my heart --
                         it's who I am.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       128.

               CONTINUED:

                                     MARIE
                         I wish so much of you belonged to 
                         your family.

                                     BILLY
                         I do; that's why I'm asking.  Tell 
                         me, Marie.

                                     MARIE
                         Tell you what?

                                     BILLY
                         Tell me I'm a fighter.

               Marie looks at him and can't speak for a moment.  She looks 
               at the grass, the lake -- anything but him.

                                     MARIE
                         You're going to die on us, aren't 
                         you, Billy?  So selfish...
                              (beat)
                         You're a fighter.  Fight him.  But 
                         if you're going to fight him, you 
                         need to beat him, Billy.

                                     BILLY
                         I will.

                                     MARIE
                         I mean that.  You have to beat him, 
                         or we'll have nothing left of you 
                         for us.


               INT./EXT. MISKE'S AUTOMOBILES - DAY

               Billy watches as Dempsey pulls into the auto lot, returning 
               a car from a test drive.

               Jack jumps from the car, apparently pleased.  Billy goes out 
               to him.

                                     BILLY
                         Well, Champ, what do you think?

                                     DEMPSEY
                         Say, that was fine!  Whoo!  That 
                         felt nice -- wind rushing by!  Whoo!

                                     BILLY
                         It's a fine automobile.  You might 
                         consider replacing the headlights 
                         with another model.  The factory 
                         lights on this one are a bit dim.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       129.

               CONTINUED:

                                     DEMPSEY
                         How much is that?

                                     BILLY
                         I'll recommend a good mechanic for 
                         you: ten, twelve dollars.

               Dempsey looks at the car, deciding.

                                     DEMPSEY
                         Well, I like it.  I'll take it.

                                     BILLY
                         Great.

                                     DEMPSEY
                         Is a bank check all right?

                                     BILLY
                         I know your bank account is flush!

               They head inside to finalize the transaction.


               INT. MISKE'S OFFICE -- DAY

               Dempsey is writing a check from a rather large, self-important 
               looking ledger.  He is trying to make an impression, but it 
               is new and foreign to him; perhaps one of the first bank 
               checks he's written in his life.

               Billy studies him a bit, preparing to ask his favor.  Jack 
               tears out the check and hands it over.

                                     DEMPSEY
                         That look right?

               Billy examines the check.

                                     BILLY
                         I guess it should say "Miske's
                         Automobiles" instead of "Billy Miske" --

                                     DEMPSEY
                         Oh --

                                     BILLY
                         -- but it's all the same.  Thank
                         you, Jack.

               He extends his hand.  Dempsey shakes it, standing up, but 
               Billy remains seated.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       130.

               CONTINUED:

                                     BILLY (CONT'D)
                         Can you stay for a minute?  I wanted 
                         to ask you something.

                                     DEMPSEY
                         Sure, Billy.
                              (he sits)

                                     BILLY
                         Do you have another fight lined up?

                                     DEMPSEY
                         Working on it.  I told 'em I wanted 
                         to fight once a month if I could.
                         Stay in shape!

                                     BILLY
                         What would you say to giving me the 
                         shot?

               Dempsey is at a loss for words for a moment.

                                     DEMPSEY
                         Billy... You couldn't possibly win.

                                     BILLY
                         Who says?

                                     DEMPSEY
                         Come on, Billy.  Don't ask me this.

                                     BILLY
                         What's wrong?

                                     DEMPSEY
                         Billy, Billy.  You dropped out for a 
                         reason.  I got ears.

               Billy reacts a little.  He didn't realize the word was out.

                                     DEMPSEY (CONT'D)
                         You went up against Gibbons and put 
                         it up good, but you give out, Billy.
                         You're sick, ain't ya?

               Billy doesn't answer.

                                     DEMPSEY (CONT'D)
                              (corrects himself for 
                              Billy's benefit)
                         Aren't you?  What is it?

                                     BILLY
                         You can't tell anyone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       131.

               CONTINUED:

                                     DEMPSEY
                         Aw, Billy, everybody already knows.

                                     BILLY
                         Nobody needs it confirmed.  I don't 
                         want it in the papers.
                              (beat)
                         Bright's disease.

                                     DEMPSEY
                         Aw, Billy...

                                     BILLY
                         My medical bills are steep, this 
                         business -- Jack, this business is 
                         failing.  I'm no businessman.
                              (beat)
                         I need to call in our promise, Champ.

               Angry, Jack abruptly stands and paces the room.

                                     BILLY (CONT'D)
                         We said that if one of us became
                         champion the other --

                                     DEMPSEY
                         I'm not fighting a dying man, Miske!
                         What do you think people would take 
                         me for?  Fighting a dying man!

                                     BILLY
                         I need the money, Jack.  More than 
                         that -- I want my shot.

                                     DEMPSEY
                         Do you know what people will think 
                         of me?  A bum, Miske.  Things are 
                         getting good now.  I'm never going 
                         to have to sleep in a park or ride 
                         the rails again, and you want people 
                         to know that a dying man was propped
                         up --

                                     BILLY
                         Quit saying that!

                                     DEMPSEY
                              (overlapping)
                         -- against the World Heavyweight --
                         but Billy, you are!  You just told 
                         me!  How's that going to look?  I'll 
                         defend myself, but only against a 
                         dying man.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       132.

               CONTINUED:

                                     BILLY
                         You're talking like it wouldn't even 
                         be a contest!

                                     DEMPSEY
                         We both are.  Listen to you: you're 
                         begging.

                                     BILLY
                         No, I'm not.  You gave me your word, 
                         Jack.  I need this.

               Jack looks at Billy, conflicted.  He is deciding, resigning 
               himself, hating the situation.  Finally, exasperated:

                                     DEMPSEY
                         I'm going to put you out as fast as 
                         I can.  I don't want to see you get 
                         hurt.

                                     BILLY
                         We'll see, Champ.

               Dempsey turns to go, disgusted.

                                     DEMPSEY
                         I just bought a car from you.  Some 
                         thanks.

               He exits.


               EXT. BENTON HARBOR BOXING RING -- AFTERNOON

               A huge crowd waits in freshly made pine stadium stands.  
               17,000 men and women sit in the sun.

               Ringside, several OFFICIALS sit alongside a sports ANNOUNCER, 
               who speaks into a WWJ radio microphone.

                                     WWJ ANNOUNCER
                         Testing, one and two, three and four.
                         Tell me you boys are receiving this.

               He looks off into the distance.  A flag bearing the WWJ logo 
               is raised.

                                     WWJ ANNOUNCER (CONT'D)
                         Right-o.  Broadcast in thirty seconds.

               TITLE: BENTON HARBOR, MICHIGAN.

               TITLE: LABOR DAY 1920.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       133.

               CONTINUED:

               Marie sits patiently, a dozen rows or so from the ring, in 
               bleachers sectioned off for women.

               An OFFICIAL speaks to the referee, JAMES DOUGHERTY, in the 
               ring.

                                     OFFICIAL
                         Time to get rolling.

               Dougherty nods; he signals off to somewhere beyond the 
               bleachers.

                                     WWJ ANNOUNCER
                              (into microphone)
                         Five... four... three...

               He counts to himself: two... one.

                                     WWJ ANNOUNCER (CONT'D)
                         Welcome, ladies and gentlemen, to 
                         the world's first broadcast of a 
                         boxing match; an historic event, and 
                         have we got fight for you today:
                         Billy Miske of St. Paul Minnesota 
                         challenges the Manassa Mauler, Jack 
                         Dempsey, for the heavyweight 
                         championship of the world!

               From opposite ends of the makeshift stadium, there is 
               movement: spectators stand, excited, cheering.

               Billy and Jack Dempsey are making their way to the ring.

               People rise in a wave, getting a glimpse.

               Marie watches Billy, who does not search for her.  He is 
               focused on the upcoming match.

                                     WWJ ANNOUNCER (CONT'D)
                         And here they come!  Ladies and 
                         gentlemen, Jack Dempsey and Billy 
                         Miske are coming forward, and -- I'm 
                         sure you can hear it -- the crowd is 
                         exploding with excitement!

               The boxers continue to come forward, their managers clearing 
               a path.

                                     WWJ ANNOUNCER (CONT'D)
                         It's a beautiful day in Benton Harbor, 
                         ladies and gentlemen, the eastern
                         shore of Michigan.  Sunny, seventy-
                         one degrees, a nice breeze.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       134.

               CONTINUED:

                                     WWJ ANNOUNCER (CONT'D)
                         A stadium has been erected for this 
                         event, and attendance is estimated 
                         at sixteen thousand spectators, here 
                         to see the boxing phenomenon and 
                         heavyweight champion of the world 
                         Jack Dempsey defend his title against 
                         St. Paul Minnesota's favorite son, 
                         Billy Miske.

               Jack Reddy parts the ropes for Billy; opposite, DOC KEARNS, 
               Dempsey's manager, makes a way for Dempsey.

                                     WWJ ANNOUNCER (CONT'D)
                         Today's show is brought to you by 
                         the makers of King Biscuit Flour.
                         For biscuits and pancakes lighter 
                         than air, King Biscuit Flour is 
                         America's favorite!

               Dougherty brings the fighters together.

                                     DOUGHERTY
                         All right boys: no punching below 
                         the belt, we go ten rounds to a 
                         decision.  If I tell you to break, 
                         you break; if I order you to your 
                         corner, I want you there right away...

                                     WWJ ANNOUNCER
                              (overlapping)
                         Ladies and gentlemen, listeners 
                         everywhere: the boxers are in the 
                         ring and receiving their instructions 
                         from the referee, James Dougherty of 
                         Pennsylvania; the battle is about to 
                         begin.  Today's should be an awesome 
                         spectacle: neither boxer has ever 
                         been knocked out -- in fact, it is a 
                         hallmark of each man's career that 
                         he often knocks out his opponent in 
                         the first rounds.

               Miske and Dempsey stare one another down.  Billy looks pretty 
               good; Dempsey is in superb shape.

               The boxers touch gloves and are sent to their corners.

               Marie watches, muttering a prayer.

                                     WWJ ANNOUNCER (CONT'D)
                         A brief history as the first round 
                         is about to begin: Dempsey and Miske 
                         have known each other for some years.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       135.

               CONTINUED:

                                     WWJ ANNOUNCER (CONT'D)
                         They trained together in New York 
                         City and have met in the professional 
                         ring twice before; Dempsey won each 
                         of those matches, but witnesses say 
                         the two fighters were evenly matched, 
                         and Dempsey's victories were very 
                         close calls.  Sports journalists 
                         including this one are giving Dempsey 
                         the edge here again today, however; 
                         Miske is recovering from an 
                         unspecified injury, and, ladies and 
                         gentlemen, I must say he looks less 
                         impressive than I've seen him in the
                         past.  Dempsey looks terrific --
                         animal intense, in great shape --
                         the round is about to begin.

               The BELL SOUNDS.

               Miske and Dempsey leap into the center of the ring, bobbing 
               and weaving, wary.

               Miske's strategy is almost wholly offensive, launching into 
               Dempsey with brutal blows.

               The crowd cheers Miske on, caught up in the surprising 
               intensity of the attack.

               Dempsey wasn't ready for this; he backs around the ring.

               Billy lands a terrific left --

               -- following up with a volley of punches which land hard.

               Dempsey is tough, though, and returns with a right --

               -- then his smashing left hook, which Billy deflects.

               They clinch.

               Billy speaks into Dempsey's ear:

                                     BILLY
                         I got you.

               Something flashes across Dempsey's face -- the very real 
               possibility of defeat.

                                     DOUGHERTY
                         All right -- break off...

               They are separated by Dougherty.  Billy looks invigorated.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       136.

               CONTINUED:

               EXT. BENTON HARBOR BOXING RING -- LATER

               The ROUNDKEEPER sounds the BELL.

               Miske and Dempsey leap out of their corners.

               Billy begins an assault on Dempsey, throwing punches at his 
               face, forcing him back.

               Dempsey protects his head, sneaking in punches to Billy's 
               midsection when he can. Billy is too fast for Dempsey's left 
               hook, so Jack concentrates on using his right punch 
               throughout.

               Now Billy lands a terrific blow which rocks Dempsey.  The 
               audience explodes.

               Dempsey is against the ropes as Billy pummels him.

               Marie is growing excited.  Jack Reddy is leaning forward 
               eagerly.

               Billy is clearly winning.

               Dempsey cliches with Billy, almost being held up by him.

               The BELL rings.

               Each man goes to his corner.

               Their eyes do not part.  As each is sponged down, massaged, 
               and encouraged, they stare one another down.

               Billy's confidence is doing some damage.  Finally, Dempsey 
               blinks, looks away.

               The BELL rings.

               Miske springs forward; Dempsey looks more cautious.

               Billy moves in almost sideways in his patented stance.  His 
               left side faces Dempsey.

               Dempsey knows what's coming but can't help himself.

               Billy lands a left to Dempsey's face, and, while pulling 
               back the hand, cuffs Dempsey's forehead.

               Dempsey's attention follows that left glove --

               -- as Miske's right crashes into Dempsey's head.

               Dempsey falls against the ropes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       137.

               CONTINUED:

               And now the reversal happens suddenly -- fast and tragic:

               The momentum pulls Billy, who misses a step.  His balance is 
               thrown for the moment and all the world slows down.

               He sees Dempsey recovering, launching toward him, seeing his 
               shot and taking it.

               Dempsey throws all his strength behind it: a thunderous right 
               blow targeted -- smartly and unmercifully -- at Billy's 
               stomach.

               Billy feels it and grunts with pain --

               -- which Marie hears.  She looks fearful as --

               -- a look crosses between Miske and Dempsey.  They're smart 
               fighters and know exactly what Dempsey should do.

               He does; Jack's fists flail against Billy's gut. 

               Billy tries, but can't get a lick in.  The pain from his 
               abused kidneys are doubling him.

               Dempsey has taken advantage of his friend's weakness, and 
               recovered his posture and his heavyweight crown --

               Jack launches his famous left hook -- at last -- to Billy's 
               head.

               The glove lands.

               Billy's groan sounds inhuman.  Utter, final pain.

               He falls back against the ropes, his legs rubber --

               -- pitches foward and crashes to the mat.

               Marie shoots to her feet just ahead of the roaring audience.

               Dougherty counts over Billy, who is trying to get up.

                                     DOUGHERTY
                         One!  Two!  Three!

               Dempsey watches from his corner.

               Billy's efforts make him appear to be trying to crawl across 
               the mat.  He isn't going to make it.

               Reddy watches, and shouts:

                                     REDDY
                         Come on, Billy!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       138.

               CONTINUED:

               -- and now hushes, realizing he doesn't want Billy to get 
               up, doesn't want him to face further punishment.  Stay down.

                                     DOUGHERTY
                         Nine!  Ten!

               Marie goes limp as the crowd explodes.  So many people in 
               the stands are so happy -- they have seen Billy Miske lose.

               Dempsey rushes over to Billy, who lays prone.

               Dempsey picks Billy up in his arms and carries him to his 
               corner.

               Reddy watches as Dempsey carefully sets Billy down on the 
               stool.

                                     DEMPSEY
                              (to Reddy)
                         Does he have a doctor here?

                                     REDDY
                         I got somebody.

               Reddy looks at Dempsey squarely; Dempsey feels a little 
               guilty.

                                     REDDY (CONT'D)
                         You're a lucky, lucky man, Jack 
                         Dempsey.  Champ.

               For once, Jack Dempsey is humbled.

               Billy stirs, notes Reddy and Dempsey.

                                     BILLY
                              (coming to)
                         Hey, Jacks.

                                     REDDY
                         We're gonna get you out of here.

               Billy manages to open his eyes and looks up at Dempsey.

                                     BILLY
                         Nice left.

                                     DEMPSEY
                         Good fight, buddy.

                                     BILLY
                         Yeah; good fight.

               He lifts a hand.  Dempsey touches gloves with him.  Billy's 
               hand drops like a stone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       139.

               CONTINUED:

               Reddy helps Billy stand.

                                     REDDY
                         Let's get you out of here.

               Dempsey returns to the center of the ring, accepting the 
               crowd's cheers as Reddy helps Billy out.

               Marie watches Billy as police make a path for Billy and Jack 
               Reddy to exit the arena.


               INT. LOCKER AREA - LATER

               Jack Reddy is with Billy as the promoter, FLOYD FITZSIMMONS, 
               hands over a check.

                                     FLOYD
                         Game fight, Miske.

                                     BILLY
                         Thanks, Floyd.

                                     FLOYD
                         Here's your guarantee.

               Floyd hands Billy the check.

                                     BILLY
                         What was the gate?

                                     FLOYD
                         Not bad.  About a hundred thirty 
                         thousand.

                                     JACK
                         That's not bad.

                                     FLOYD
                              (to Billy)
                         So what do you do now?

               Billy looks at the check.

               INSERT SHOT - THE $25,000 CHECK


               INT. THE BENNETT'S PARLOR - NIGHT

                                     JOHN
                         -- File bankruptcy.

                                     BILLY
                         I won't do that, Sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       140.

               CONTINUED:

               Billy and Marie's father sit chair to chair in the parlor.

                                     JOHN
                         Well, you've come to me for advice, 
                         and that's what I suggest: declare 
                         bankruptcy, dissolve Miske's 
                         Automobiles, and you can keep the 
                         money you just earned from the Dempsey 
                         contest.  How much -- ?

                                     BILLY
                         More than twenty-one thousand, after 
                         Jack Reddy's percentage.

                                     JOHN
                         And it would be yours free and clear.
                         That's plenty of money for a family 
                         to live on, even if you're only 
                         drawing bank interest upon the 
                         principal.  Maybe you won't be 
                         carrying on in high style, but you'll 
                         do fine.  It's perfectly legal, Billy.
                         Everyone would understand.

                                     BILLY
                         I would consider that a moral failure, 
                         Sir.

                                     JOHN
                         So why did you come to me?

                                     BILLY
                         Your financial expertise.  How can I 
                         make that check stretch further?

                                     JOHN
                         You can't.  Apply it to your bank 
                         loan -- that's honorable -- but that 
                         will only keep you afloat until the 
                         next payment is due.  And then what 
                         will you do, Billy?  Fight for another 
                         purse?  And what happens as those 
                         purses grow smaller, as you grow 
                         less capable?

               Billy grasps for an answer.

                                     BILLY
                         I don't know.  We'll make it somehow.

                                     JOHN
                              (meaningfully; not to 
                              offend)
                         Billy... you swore you would take 
                         care of my daughter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       141.

               CONTINUED:

               INT. MISKE'S AUTOMOBILES - DAY

               Billy is again on the telephone, trying to drum up overdue 
               payments.

                                     BILLY
                         May I speak to Jarrod Radford please?  
                         Mr. Radford?  Billy Miske, Miske's 
                         Automobiles.  How are you?  Good, 
                         good... Yeah, well.... Thank you.
                         Dempsey puts up quite a fight....
                         Yes.  Well, the reason I'm calling, 
                         Mr. Radford, is because I see from 
                         my files here that we've missed your 
                         August and September payments....
                         Sure.  Emergencies come up.  I need 
                         to know, though, when I can expect 
                         payment in full.... I -- Mr. Radford, 
                         with all respect, I can't wait a 
                         month for you to start getting caught 
                         up.

               He listens for a beat, reacting to the man's excuses.  Now 
               Billy cuts him off:

                                     BILLY (CONT'D)
                         You know, Sir, I'm a man just like 
                         you.  Do you know that?  You've got 
                         bills and problems, I've got bills 
                         and problems.  We all do.  And I'm 
                         trying very hard to keep everything 
                         afloat so folks in St. Paul can have 
                         their family cars, drive up to the 
                         lake on a weekend, have a nice picnic.
                         You came and asked me for a car, 
                         Sir, and on your word I extended you 
                         credit and you got your car.  Maybe 
                         you even used that car when your 
                         wife was having her emergency and 
                         you had to get her to a doctor.
                         Isn't that worth something to you?
                         Now, I need to see you in a week 
                         with the payments or I've got no 
                         choice but to get the bank 
                         involved.... I'm not threatening --
                         it's just business, Sir.  All right?
                         Next Friday, then.  Good day.

               Billy hangs up the telephone, angry.

               He goes to his filing cabinet where his fight check is propped 
               against a small lamp.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       142.

               CONTINUED:

               He taps the check, and whatever part of him had been 
               hesitating to make his own payment is now resolved.


               INT. FIRST BANK AND TRUST - DAY

               Billy presents his check to Virgil Buckingham.

                                     VIRGIL
                         Twenty-five thousand?

                                     BILLY
                         Uh, no.  That's the fight check.  I 
                         need to pay my manager, then take 
                         out a little to live on.

               Virgil does not disguise his disgust.

                                     VIRGIL
                         So how much are we paying today?

                                     BILLY
                         Twenty-one thousand five hundred 
                         dollars.

                                     VIRGIL
                         Leaving you forty-six thousand dollars 
                         behind, Sir.
                              (beat)
                         I'm sorry, Mr. Miske.  We've done 
                         all we can do.

                                     BILLY
                              (hating it)
                         I'm going to have to start 
                         repossessing people's cars.

                                     VIRGIL
                         More than that.


               EXT. MISKE'S AUTOMOBILES - DAY

               Banners hang, loudly announcing a GOING OUT OF BUSINESS SALE.

               The new cars sparkle in the sunlight.

               No customers.


               INT. MISKE'S AUTOMOBILES - DAY

               Billy sits by a desk, wearing a tie, tapping a pencil.

               He stares out into the parking lot.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       143.

               CONTINUED:

               All is quiet.

               It's over.


               INT. FIRST BANK AND TRUST - AFTERNOON

               Billy and John Bennett are signing papers which Virgil 
               continues to hand the men.

               Marie watches the proceedings.  Now and again, Billy looks 
               up at her.  She smiles thinly.  There is nothing they can 
               do.


               INT. NEW APARTMENT - DAY

               A LANDLORD shows Billy and Marie a cheap apartment.  It is 
               scrubbed as clean as it can get, but it is obviously worn.

               Billy Jr. and Douglas stay with their parents, clutching a 
               hand or leg of mom or dad.

               Marie pokes her head in the kitchen.

               Small, but sun lit.  It's not too bad.  There's a table where 
               the family can eat.

               Billy enters behind her and looks around.

               Marie turns to him, brave.

                                     MARIE
                         I like it.

               He puts a hand on her shoulder.


               INT. NEW APARTMENT - MOMENTS LATER

               The Landlord gestures toward the bedrooms; one opens just 
               off the family room, and it looks like there will be little 
               privacy.

               The other is down a small hallway, past a closet.

               Billy and Marie stand in the unfurnished room with the 
               children.

                                     BILLY
                         What do you think, boys?

                                     BILLY JR.
                         It's okay.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       144.

               CONTINUED:

                                     DOUGLAS
                         It's small.

                                     BILLY
                         Do you think you'd be able to share 
                         a bed?  Or would you rather have two 
                         little ones?

                                     BILLY JR.
                         We could share.

                                     LANDLORD
                         The outhouse's out back.  I always 
                         keep plenty of paper.

               Billy and Marie are slowly accepting all of this, but their 
               expressions are wan, shattered.


               INT. MISKE'S HOME - DAY

               Boxes are packed; the Miskes are moving out.  Old friends, 
               family, and men from the gym are helping move the very few 
               pieces of furniture which will be transferred to the new 
               apartment.

               Marie is speaking to Mr. AND MRS. FARLAND, buyers who are 
               appraising the house and furniture.  Mrs. Farland indicates 
               the sofas in the living room.

                                     MRS. FARLAND
                         Which of these sofas are staying?

                                     MARIE
                         We're only taking the green one.

                                     MRS. FARLAND
                         The others are staying?

                                     MARIE
                         Yes.

                                     MRS. FARLAND
                         And the tables?

                                     MARIE
                         Yes, the tables.

                                     MRS. FARLAND
                         Staying?

                                     MARIE
                         Yes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       145.

               CONTINUED:

               INT. BILLY AND MARIE'S BEDROOM -- MOMENTS LATER

               Thomas, the boxer Billy sparred with years before, is helping 
               Billy move a dresser.  Billy is obviously in pain, sweating 
               and grunting.

               Thomas sees this, and their eyes meet.

                                     THOMAS
                         Set it down, set it down.

               They do.

               Billy rests a moment.  They have only moved the dresser a 
               few feet.

                                     THOMAS (CONT'D)
                         Is it bad?

               Billy nods.

                                     THOMAS (CONT'D)
                         Why don't you just take it easy for 
                         a minute.

               Billy nods, going to a chair by the window, sitting.

               Thomas pushes open the window.  Down below, Caleb, Jack Reddy, 
               and William Miske are loading a pickup truck with bits and 
               pieces of the Miske's household.

               Thomas shouts to Jack.

                                     THOMAS (CONT'D)
                         Mr. Reddy!  Send somebody up to help 
                         me with this dresser.

               Reddy sends Caleb, who dashes off.

                                     BILLY
                              (to Thomas)
                         Thomas -- would you ask Marie to get 
                         me a drink of water?

                                     THOMAS
                         She's talking to some couple.  I'll 
                         get you one.

                                     BILLY
                         I think there are still a couple of 
                         glasses out in the kitchen.  Thanks.

                                     THOMAS
                         You just rest yourself.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       146.

               CONTINUED:

                                     BILLY
                         Thanks.

               Thomas exits the room.

               Billy stands, stretching, trying to ease the pain.

               As he massages his lower back, he glances out the window.

               His father is looking up at him.

               Something like sorrow passes between them; sadness for all 
               these circumstances.

               William waves lightly.

               Billy waves back.


               EXT. MISKES' NEW APARTMENT - NIGHT

               A faint light glows from a bedroom window.


               INT. BILLY AND MARIE'S APARTMENT BEDROOM -- NIGHT

               Billy and Marie cuddle, having enjoyed marital privileges.

               It is autumn in Minnesota and the new apartment is chilly, 
               so Billy has kept his undershirt on and Marie wears her 
               nightgown.  Her head rests on his chest, her hand tracing 
               his frame.  Billy strokes her hair.

                                     MARIE
                         Listen to your heart beating...

               He kisses her head.

                                     BILLY
                         I love you.

                                     MARIE
                         Mmm.  Love you, too.

               She looks up at him, and they kiss lightly.

                                     MARIE (CONT'D)
                         Are you all right?

                                     BILLY
                         Hmm?

               Of course he is; they've just made love.

               Then he realizes she's referring to their living conditions.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       147.

               CONTINUED:

                                     BILLY (CONT'D)
                         Oh.  Sure.  We've got a roof over 
                         our heads, right?  I just thought I 
                         could build something better for us.
                         A good life.

               She lays her head on his chest again, feels his shirt.

                                     MARIE
                         I like my life.

                                     BILLY
                         Just wait until you have to go to 
                         the outhouse some night at three 
                         a.m.

                                     MARIE
                         We'll survive.

                                     BILLY
                         I want to do better than just survive.

                                     MARIE
                         We'll get some chamber pots.  We'll 
                         do fine.

                                     BILLY
                         I know.

               Her hand moves over his stomach and waist.

                                     MARIE
                         You've lost some weight.

                                     BILLY
                         I know.

                                     MARIE
                         How are you feeling?

                                     BILLY
                         Fine.

                                     MARIE
                         When was your last attack?

                                     BILLY
                         This afternoon.

                                     MARIE
                         Why didn't you tell me?

                                     BILLY
                         I don't know.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       148.

               CONTINUED:

                                     MARIE
                         What does Dr. Hopper say?

                                     BILLY
                         I just take the treatment every couple 
                         months.

                                     MARIE
                         And you feel better?

                                     BILLY
                         Seems like it's working.  I'll go a 
                         week sometimes between spasms.  It 
                         helps when I'm training, too.  There's 
                         something about getting my mind set 
                         toward a fight.  I don't know.
                         Fighting's a big part of me, Marie.
                         It's hard to just shut part of 
                         yourself off, if it's who you are.

               They continue to caress one another.  Marie changes the 
               subject.

                                     MARIE
                         Remember on the train?  Our honeymoon?

                                     BILLY
                              (teasing, as if he's 
                              forgotten)
                         Honeymoon... honeymoon...

                                     MARIE
                         I suggest you remember it quickly 
                         before I smite you.

                                     BILLY
                         Honeymoon -- that was the one with 
                         the beautiful woman, right?

                                     MARIE
                         Beautiful nervous woman, yes.

                                     BILLY
                         You were nervous...

                                     MARIE
                         Did I ever tell you why?

                                     BILLY
                         Something your aunt had told you?

                                     MARIE
                         Aunt Bernice was married before I 
                         was born.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       149.

               CONTINUED:

                                     MARIE (CONT'D)
                         Jules O'Callaghan was the man's name.  
                         The family history of that was 
                         whispered a bit, but when I was old 
                         enough, for some reason, Aunt Bernice 
                         one day told me about him.

                                     BILLY
                         What did she say?

                                     MARIE
                         I'll tell you my version of it; hers 
                         was veiled and some things were 
                         implied rather than explicitly stated.
                              (beat)
                         She was attracted to Jules because 
                         he was kind of rough; he would go to 
                         bars, get in the occasional fight, 
                         operated his own farm, raised 
                         livestock.  Very much not a Bennett.
                         In fact, they eloped when she came 
                         of age.  He was very rough with her, 
                         day and night, and no amount of 
                         protest would soften him.  He would 
                         rape her and beat her.

                                     BILLY
                         My God.

                                     MARIE
                         Finally people understood what was 
                         happening; long dresses and high 
                         collars will hide great abuse for a 
                         long while.  A broken and depressed 
                         spirit, however, eventually shows 
                         itself.  She confessed everything to 
                         my mother, who then told Father.
                         Father was enraged, and challenged 
                         Jules to a duel.

                                     BILLY
                         Your father?

                                     MARIE
                         Yes, indeed.  To make sure all was 
                         done properly, the Deputy Sheriff at 
                         that time supervised.  He inspected 
                         the guns, counted the steps, and 
                         watched my father make my aunt a 
                         happy and very relieved widow.

                                     BILLY
                         That's quite a story.  I didn't know 
                         your father had it in him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       150.

               CONTINUED:

                                     MARIE
                         Well, in a way, he doesn't.  He won't 
                         speak of it if you mention it to 
                         him.

                                     BILLY
                         So -- what did this have to do with 
                         our wedding night?

                                     MARIE
                         Oh!  Well, I suppose... I knew better --
                         I'd seen the examples of my father 
                         and other good men -- but some little 
                         part of me always had that fear; 
                         that a man could turn mean.  I've 
                         been frightened of you twice, Billy.
                         Once when you stood in the street 
                         outside my house when it was very
                         late --

                                     BILLY
                         I'd just come back from a fight.

                                     MARIE
                         Yes.

                                     BILLY
                         Harry Greb, I think --

                                     MARIE
                         That sounds right.  It was when we 
                         weren't allowed to court, and I was
                         afraid --

                                     BILLY
                         I was going to do something?  Do you 
                         mean that?

                                     MARIE
                         I didn't know why you were there.  I 
                         just got scared.

                                     BILLY
                         Huh.

                                     MARIE
                         And the other time was our wedding 
                         night.

                                     BILLY
                         You were scared!?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       151.

               CONTINUED:

                                     MARIE
                         Because I didn't know... I didn't 
                         know if I could make you happy, or 
                         what a man might do if he wasn't 
                         pleased.

                                     BILLY
                         Oh, honey...

                                     MARIE
                         But you were nice.  You were nice 
                         and gentle and good.  You've always 
                         been so nice to me, Billy.  So nice.
                         I love you so much.

               He hugs her, kisses her head.

               She clutches him, holding on.

                                     MARIE (CONT'D)
                         Tell me, Billy.  Do we have you for 
                         much longer?

               Billy hesitates before answering.

                                     BILLY
                         I don't know.

                                     MARIE
                         What does Dr. Hopper say?

                                     BILLY
                         ...any time.

                                     MARIE
                         Any time?

                                     BILLY
                         That's what he says.

               Marie is trying not to weep as she digests this.

                                     MARIE
                         I try to think: if you -- God forbid -- 
                         if you passed away this night, was 
                         there anything I meant to say but 
                         didn't?  I can't think of anything, 
                         Billy.  Is there anything you want 
                         to know?

               He holds her close.

                                     BILLY
                         I know everything I need to know.
                         You?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       152.

               CONTINUED:

                                     MARIE
                         I guess... I guess I know now.

               She strokes his hair.

                                     MARIE (CONT'D)
                         At least I got you for a while.
                         Billy...

               They kiss.


               EXT. CHURCH -- MORNING

               An establishing shot of the church, which looks different in 
               some way: fresh paint, new shrubbery.


               TITLE: THREE YEARS LATER


               INT. CHURCH - MORNING

               Rev. Keyes is singing from the pulpit, leading the 
               congregation through "Come, Thou Long-Expected Jesus."

               Marie sings along, holding a baby, DONNA.  Billy is not with 
               her.

               Marie's boys sing on either side of her.  Their clothes are 
               worn, and the family's appearance (and, later, their 
               apartment's) should reflect the poverty into which they have 
               fallen.


               EXT. CHURCH ENTRANCE - LATER

               Members of the congregation exit, filing past Rev. Keyes, 
               shaking his hand.

               Marie and the children reach him.

                                     MARIE
                         A fine sermon, Reverend.

                                     KEYES
                         I wonder if anyone will act on it.
                              (playfully poking at 
                              Donna)
                         How's your little bundle?  Hi there!

                                     MARIE
                         She's doing great.  She's such a 
                         good baby.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       153.

               CONTINUED:

                                     KEYES
                         How is Billy?

                                     MARIE
                         He's not having a good morning.  He 
                         wanted to come, but I asked him to 
                         stay in bed.

                                     KEYES
                         May I visit him?  I'd like to pray 
                         with him.

                                     MARIE
                         Thank you.


               INT. BILLY AND MARIE'S APARTMENT BEDROOM -- DAY

               Marie gently opens the door.  Billy lays in bed.  It's 
               shocking how thin and pale he looks.  And exhausted; he looks 
               exhausted.

                                     MARIE
                         Billy?  Reverend Keyes is here.

                                     BILLY
                         Sure.

               Keyes enters, bowing a little to Marie, who exits, closing 
               the door.

                                     KEYES
                         Hi, Billy.

                                     BILLY
                         Hi.

                                     KEYES
                         I came to see if I could pray with 
                         you.

                                     BILLY
                         Sure.

                                     KEYES
                         Tell me how you feel.

                                     BILLY
                         It hurts.

               He laughs; that hurts, too.

                                     BILLY (CONT'D)
                         Get yourself a chair.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       154.

               CONTINUED:

               Keyes finds one and sits.

                                     KEYES
                         Are you going to make it?

                                     BILLY
                         Dr. Hopper is going to flush me out 
                         tomorrow.  That always makes me feel 
                         better.

                                     KEYES
                         Good.
                              (beat)
                         You know, you do look tired.  Let me 
                         pray for you and then I'll go.

                                     BILLY
                         Hang on, Doc.  Reverend.  I need to 
                         ask you...

               Billy, finally, is afraid, growing upset.

                                     BILLY (CONT'D)
                         I need...  I think... I think I need 
                         to make my peace with God.  I don't 
                         know how to do that.

                                     KEYES
                         Okay, Billy.  Calm down.  Calm down.


               INT. BILLY AND MARIE'S APARTMENT LIVING ROOM -- CONTINUOUS

               Marie listens at the door, tears running down her face.

               Through the door, she hears:

                                     BILLY (O.S.)
                         I haven't taken care for my family...

                                     KEYES (O.S.)
                         Her father will help them, Billy.
                         They'll be fine.

                                     BILLY (O.S.)
                              (overlapping)
                         I've broken promises I made to take 
                         care of her!

               Marie can't bear it.

               She briskly walks out of the apartment --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       155.

               CONTINUED:

               EXT. BILLY AND MARIE'S APARTMENT -- CONTINUOUS

               -- to stand outside in the sun, wiping away tears.

               She squints up at the sun.

               Now she looks about, composing herself.

               Douglas comes to her side.

                                     DOUGLAS
                         Are you okay, Mommy?

               She sees him and pulls him to her.

                                     MARIE
                         I'm fine.  Did I scare you?

               He nods.

                                     MARIE (CONT'D)
                         I'm fine.  I just want your father 
                         to be well.

                                     DOUGLAS
                         Me, too.


               EXT. BILLY AND MARIE'S APARTMENT -- LATER

               Rev. Keyes appears, walking into the sun, his eyes shining.

                                     KEYES
                         Thank you, Marie.

                                     MARIE
                         Thank you, Reverend.

               The minister exits.

               Marie is puzzled.  She turns and goes back into the house, 
               with Douglas following her.


               INT. BILLY AND MARIE'S APARTMENT BEDROOM -- CONTINUOUS

                                     MARIE (O.S.)
                         Honey?

                                     BILLY
                         Come in.

               She opens the bedroom door, entering.  Douglas cautiously 
               enters with her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       156.

               CONTINUED:

               Billy lays on the bed, a beatific smile across his face.

               Marie goes to him.  He raises a hand for her to take.

                                     MARIE
                         You're happy.  Everything okay?

               She kneels beside the bed.  Douglas stands there, not too 
               frightened.

               Billy clasps his son's shoulder, touching him, roughing his 
               hair, savoring him.

                                     BILLY
                         My little man.  You're going to have 
                         good shoulders, look at that.

               He looks up at his wife.

                                     BILLY (CONT'D)
                         I'm okay, Marie.  I've got peace.

               She kisses his hand.

                                     MARIE
                         Well, wait for me, all right?

               Billy nods.

                                     BILLY
                         All right.


               INT. DR. HOPPER'S OFFICE - AFTERNOON

               Again, Billy lays prone as the chemical drip is administered.

               Dr. Hopper sits beside him.

                                     HOPPER
                         Doing okay, Champ?

                                     BILLY
                         Yeah.  I'm doing good.  This always 
                         helps.


               INT. DR. HOPPER'S OFFICE - LATER

               Billy sits up, buttoning his shirt.

                                     HOPPER
                         It's time to talk again.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       157.

               CONTINUED:

                                     BILLY
                         Grim news, huh?

                                     HOPPER
                         Yes.

                                     BILLY
                         Go ahead.

                                     HOPPER
                         It's the amount of deterioration, 
                         Billy.  Your body hasn't been able 
                         to accept the full drip for the last 
                         four months; today it took only half.

                                     BILLY
                         Okay...

                                     HOPPER
                         You have remarkable constitution, 
                         Billy, but it's coming to an end.
                         You're now at the stage in which the 
                         kidney fails.  The treatment 
                         forestalls failure until this stage, 
                         then it becomes ineffective.

                                     BILLY
                         And there's nothing else to be done?

                                     HOPPER
                         This was the last resort.  We can 
                         keep administering it, of course, 
                         and I'll have morphine for you when 
                         it's time.  I'll make you as 
                         comfortable as I can when it happens.

                                     BILLY
                         How long?

                                     HOPPER
                         Three months, four months.

                                     BILLY
                         I'll make it to the New Year.

                                     HOPPER
                         Well, it's you, so you just might.
                         You just might.

               Billy is adjusting to this.

                                     BILLY
                         Thanks, Doc.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       158.

               CONTINUED:

               INT. DR. HOPPER'S WAITING ROOM - LATER

               John Bennett sits in one of the chairs, reading his newspaper.

               Billy and Hopper step out from the inner office.

                                     HOPPER
                         Hello, Mr. Bennett.  Have you been 
                         waiting long?

                                     JOHN
                         We timed it just about right.
                              (to Billy)
                         How do you feel?

                                     HOPPER
                         It always takes a few days to really 
                         work into the system.  Wednesday or 
                         Thursday morning, he should be fine.

                                     JOHN
                              (to Billy)
                         Can you walk?

                                     BILLY
                         Slowly.
                              (laughs)

                                     JOHN
                         Let's go to my car.

               Billy begins to slowly make his way out.  This is a practiced 
               scene, allowing John to discretely slip a payment to Hopper.


               INT. JOHN BENNETT'S CAR -- LATER

               John drives Billy home.  They are quiet for a bit as John 
               works himself up to:

                                     JOHN
                         I want to ask you a question.  A 
                         personal question.

                                     BILLY
                         Testing my extemporaneous skills?

               John smiles.

                                     JOHN
                         No.  Billy Jr.'s birthday is coming
                         up.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       159.

               CONTINUED:

                                     JOHN (CONT'D)
                         I want to see you and Marie be able 
                         to buy him a present without... making 
                         the sort of sacrifice I've seen you 
                         make these last years.  Would you 
                         accept some help?

                                     BILLY
                         You help us all the time, Sir.

                                     JOHN
                         But I can afford to, and I want to.
                         And I always hesitate to ask because 
                         I know how you feel about it.

                                     BILLY
                         Yes...

               He thinks, taking a long beat to do so.  Finally:

                                     BILLY (CONT'D)
                         Thank you.  That would be nice.

               John is surprised.

                                     JOHN
                         Good.  Thank you.

               They drive on.


               INT. BILLY AND MARIE'S APARTMENT -- LATER

               Billy stands, stiff with pain, before one of the kitchen 
               cabinets, which is wide open and nearly bare.  He's taking 
               in the scene.


               INT. BILLY AND MARIE'S APARTMENT LIVING ROOM -- MOMENTS 
               LATER

               He stands in his living room, which is furnished sparingly.

               Everything -- the one couch, the one crooked little table, 
               the fraying rug -- everything needs to be replaced.


               INT. BILLY AND MARIE'S APARTMENT, KIDS' BEDROOM -- MOMENTS 
               LATER

               Billy looks out the back window.  Billy Jr. and Douglas are 
               playing, kicking a ball in the alley.

               Marie sits in a rocking chair, breast feeding Donna.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       160.

               CONTINUED:

                                     BILLY
                         I want to do something about Christmas 
                         this year.

                                     MARIE
                         What do you mean?

                                     BILLY
                         I want us all to have one nice 
                         Christmas together as a family.

                                     MARIE
                         Wouldn't that be nice?  How do we 
                         manage that?

               He looks at her.

               She returns his gaze, slowly realizing.

               She shakes her head.

                                     MARIE (CONT'D)
                         No.


               INT. YMCA GYM - AFTERNOON

                                     REDDY
                         No, no, no, no!

               Billy stands beside Jack Reddy, who watches ringside as ERIK 
               and ANDREW box inside the ring.

                                     BILLY
                         Come on, Jack.  This is my last 
                         Christmas with my family.  Doc says 
                         I won't make it past New Year's.

                                     REDDY
                         Exactly, Billy!  You're dying!  Do 
                         you know what people would say if 
                         they knew I put a dying man in a 
                         fight?

                                     BILLY
                         I'm not talking about a heavyweight 
                         fight -- I'm not a heavyweight any 
                         more.  Put me in my class.

                                     REDDY
                         Look at you!  You can barely stand!

                                     BILLY
                         I'm standing just fine.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       161.

               CONTINUED:

                                     REDDY
                         Billy... You come in and plant 
                         yourself because it hurts to move.  
                         You've been statue-still and wincing
                         ever since you --

                                     BILLY
                         Here --

               He goes to the bell and RINGS it.

               The fighters stop.

               Miske climbs in the ring.  He grunts a little, but the 
               transformation begins.

               Something about getting in the ring focuses him, and he 
               somehow begins to look better.

                                     BILLY (CONT'D)
                              (to Erik)
                         You!  How much do you weigh?

                                     ERIK
                         One seventy-four.

                                     BILLY
                              (to Andrew)
                         You?

                                     ANDREW
                         One seventy.

                                     BILLY
                              (to Erik)
                         Let's box.
                              (to Andrew)
                         Let me use your gloves.

                                     ERIK
                              (to Reddy)
                         What gives?

                                     REDDY
                         Do what he tells you.


               INT. YMCA GYM - MOMENTS LATER

               The BELL rings.

               Billy and Erik come out of their corners.

               Erik gets in a right jab at Billy's head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       162.

               CONTINUED:

                                     BILLY
                              (to Erik, instructing)
                         You need to follow through more.

                                     ERIK
                              (incredulous)
                         What!?

                                     BILLY
                         You pulled your punch.  Follow 
                         through, get your weight behind it.

                                     ERIK
                         Shut up and fight.

               Erik throws a left, leaning into it.  It connects the right 
               side of Billy's head.

                                     BILLY
                         Better, but you need to recover 
                         quicker.  Your whole left side was 
                         open.

                                     ERIK
                              (still concentrating 
                              on the fight)
                         Hey, Reddy!  Tell this guy to shut 
                         up!

               Jack is laughing.

                                     BILLY
                         Plant your opposite foot in front, 
                         throw your weight behind the punch.
                         Follow through, then get your 
                         defensive arm back -- and do it fast.

               Erik is angry, but listens to Billy.

               Billy takes a couple of provoking jabs at Erik's chin, leaving 
               himself a little open.

               Erik takes his shot: planting his foot, getting his weight 
               behind a punch --

               Billy takes a solid right to his chin.  This punch can be 
               heard.

               Erik has recovered, but the blow surprised him.  He starts 
               to grin.

                                     BILLY (CONT'D)
                         Feel the difference?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       163.

               CONTINUED:

                                     ERIK
                         Yeah!

                                     BILLY
                         Felt good, didn't it?

                                     ERIK
                         Yeah!

                                     BILLY
                         Okay, now -- you ready?

               Erik hunches in, dead serious and menacing.  He nods.

               Billy tilts a little smile at him.

               Now he advances, driving through the hole Erik has left open.

               He lands one brutal punch into Erik's midsection; now another.

               Erik leans in, trying to deflect the blows.

               Like a machine, Billy drives him back.  The blows are steady, 
               evenly spaced, and merciless.

               Except the last one, aimed at Erik's head, the one that puts 
               him down.

               Erik falls to the mat.

               Billy watches him for a moment, then relaxes and turns to 
               Reddy.  He stretches his arms wide: "Well?"

                                     REDDY
                         Why you got to knock out my sparring 
                         men all the time?

               Billy crosses to Reddy.

                                     BILLY
                         He'll be okay.

               Billy leans on the ropes.

                                     REDDY
                         And you're going to tell me you can 
                         fight like this?  That this doesn't 
                         hurt you?

                                     BILLY
                              (grinning)
                         Hurts like hell.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       164.

               CONTINUED:

                                     REDDY
                         I'll be ruled out of boxing if I do 
                         this.

                                     BILLY
                              (really leveling with 
                              Reddy)
                         Look, Jack, we had a good run.  My 
                         number's up.  One last fight, huh?
                         That's all I've got in me, anyway.
                         I know that.  But I want to give my 
                         family a Christmas -- something 
                         they'll remember.  Let me go out how 
                         I want.


               INT. HAMMOND'S DINER - DAY

               George Barton enters, angry.  He searches out Jack Reddy and 
               finds him at the counter.

                                     GEORGE
                         Reddy!

               Jack turns as Barton almost lurches at him.  He thrusts a 
               telegram in Jack's face.

                                     GEORGE (CONT'D)
                         What gives you the right to put Billy 
                         Miske in a ring with Bill Brennan?

               Jack scans the telegram, knowing what it says.

                                     REDDY
                         Huh.  They sent your telegram before 
                         mine.

                                     GEORGE
                              (knows they are in 
                              public)
                         Can we talk?

               Jack gestures to Hammond, picking up his coffee and plate of 
               food.

                                     REDDY
                         I'm going to take it to a booth, 
                         Hammond.

               Hammond waves a spatula at him: "Go ahead."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       165.

               CONTINUED:

               INT. HAMMOND’S DINER, BOOTH -- MOMENTS LATER

               Jack and George sit opposite one another.  Some of Jack's 
               sandwich has been eaten.

                                     GEORGE
                         He's risking his life so his family 
                         can have Christmas presents?  Is he 
                         nuts?  Jack, I would happily chip in
                         and buy them --

                                     REDDY
                         He wouldn't accept that, and you 
                         know it.  Billy's a stubborn mule.
                         How do you think he's fought all 
                         these years?

                                     GEORGE
                         "All these years?"  When was he 
                         diagnosed?

                                     REDDY
                         Seven years ago.

                                     GEORGE
                         Seven years!

                                     REDDY
                         Seven years.

                                     GEORGE
                         He was dying when he fought Dempsey?

                                     REDDY
                         Every time.

                                     GEORGE
                              (lost, aghast)
                         So... then... so... can he train?

                                     REDDY
                         He didn't ask, and I didn't offer.

                                     GEORGE
                         And you think this is right?

                                     REDDY
                         I don't like it, but it's his 
                         decision.  If he was a bum, I wouldn't 
                         do it.  But it's Billy.  There's not 
                         another man in this town with the 
                         sand he has, and look what life's 
                         done to him.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       166.

               CONTINUED:

                                     REDDY (CONT'D)
                         He could've been champion if his 
                         body wasn't giving out; you know 
                         that.  He's not going to get to watch 
                         his kids grow up; I figure he might 
                         as well be able to spoil 'em for one 
                         lousy Christmas.


               INT. OMAHA DOCTOR'S OFFICE -- EVENING

               Billy is receiving his pre-fight examination.

               TITLE: OMAHA, NEBRASKA  DECEMBER 1923

               The OMAHA DOCTOR examines Billy and seems dissatisfied.

               An OMAHA BOXING OFFICIAL looks on.

               He looks at Billy squarely.

                                     OMAHA DOCTOR
                         Have you been sick recently?

                                     BILLY
                         Coughing spell.

                                     OMAHA DOCTOR
                         Well, I'm going to pass you for the 
                         fight, but, after this, you had best 
                         get some serious rest.

               Billy nods.

               The Doctor turns to the Boxing Official.

                                     OMAHA DOCTOR (CONT'D)
                         He can fight.


               INT. OMAHA BOXING ARENA -- MOMENTS LATER

               The arena seats about two thousand people, and this match is 
               well attended.

               An OMAHA REFEREE is present.  The BELL sounds.

               BILL BRENNAN and Billy Miske come out of their corners.

               For the first time, we see Billy moving slowly, methodically.

               Brennan wasn't prepared for this.

               The two men circle one another.  Brennan's step is springy; 
               Billy plants himself, determined.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       167.

               CONTINUED:

               Brennan stretches out a hand, lightly jabbing Billy in the 
               face.  Billy takes it.

               Brennan smiles, tests Billy again.

               Billy ducks under, covers himself, and gets in a good jab to 
               Brennan's stomach.

               Billy backs off.  Brennan grows heated.  He swings a left at 
               Billy, which Billy only partially blocks.

               They fall into a clinch.  The Omaha Referee separates them.

               They circle one another again.

               Brennan moves forward, jabbing, and Billy takes the punches.

               Brennan gets in a good hook to Billy's jaw.  This rocks Miske, 
               and Brennan throws another right.

               Billy shoots a left, which misses.  Brennan throws punches 
               at Billy's stomach.

               They clinch again.  The Referee separates them.

               Billy is feeling the pain.  He shakes it off.

               Brennan and Miske face off again just as --

               The BELL rings.

               The fighters relax and go off to their corners.

               Billy sits heavily on his stool.  Reddy sponges water over 
               him.

                                     REDDY
                         How you feel?  You got him?

                                     BILLY
                         I got him.

               Reddy begins to rub Billy's shoulders.  Billy flinches, 
               letting out a groan.

                                     BILLY (CONT'D)
                         Just the sponge.

               Reddy dips the sponge into the bucket.

                                     REDDY
                         You got him, Billy.  You got him.

               Billy nods slightly, his eyes focus and his breathing comes 
               under control.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       168.

               CONTINUED:

               The BELL sounds.

               Billy comes out of his corner, prowling.

               Brennan closes in on him, and they exchange body blows.

               Now they clinch, and Brennan punches his way out of it.

               Billy is still trying to clinch, and Brennan gets in one 
               smashing blow which cuts Billy's eye.

               Billy lashes out with a right hook which catches Brennan's 
               mid section.

               Brennan offers a combination punch to Billy's stomach and 
               head.

               Billy goes down.  The CROWD cheers.

               Brennan backs away as the Omaha Referee comes in and counts 
               over Billy.

                                     OMAHA REFEREE
                         One!  Two!

               Billy uses the ropes to pull himself up by the time the 
               Referee reaches seven.

               The pain is definitely showing, and Billy's skin grows redder.

               He is sweating too much.

               Brennan crosses to him and begins a volley of punches which 
               Billy blocks.

               Billy gets in a couple of blows, but he's running out of 
               steam.

               Brennan throws a punch to Billy's face.

               Billy goes down again.  Brennan backs away and the Referee 
               comes in.

               The BELL sounds.

               The Referee speaks with Billy as the fighter pulls himself 
               to his feet.

                                     OMAHA REFEREE (CONT'D)
                         You all right?  Should I call it?

               Billy shakes his head and staggers to his corner.

               Reddy sponges him and begins working on the cut.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       169.

               CONTINUED:

                                     REDDY
                         Come on, Billy.  This is your last 
                         fight.  Let's make an impression, 
                         Champ.

               Billy is nodding.

                                     REDDY (CONT'D)
                         You got him?

                                     BILLY
                         I got him.

                                     REDDY
                         You got him?

                                     BILLY
                         I got him.  I got him.

               Billy is growing determined.

               The BELL sounds.

               Billy comes up out of his corner with something between a 
               roar and a groan.

               He launches at Brennan, surprising the fighter.

               Brennan throws a punch at Billy's head.

               Billy deflects this and gets in under Brennan's arm.

               He pounds as hard and fast as we've ever seen him, grunting 
               and roaring.

               A right to Brennan's stomach.  A right -- a right -- a right -- 
               a right.

               The CROWD rises, cheering.

               Brennan manages a shot or two at Billy's head which Billy 
               absorbs as he pounds alternate combinations and jabs.

               Miske is again a machine, battling through the pain, refusing 
               to stop until Brennan is down.

               And now it happens: Brennan crumbles against Billy.

               Billy crashes blows to Brennan's head as the fighter's knees 
               go out.

               Billy backs off.

               Brennan reaches out toward Billy, falls to his knees.  His 
               eyes have rolled up --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       170.

               CONTINUED:

               -- and Bill Brennan falls forward.

               The CROWD is roaring as the Omaha Referee makes his count.

                                     OMAHA REFEREE
                         One!  Two!  Three!

               Billy backs away to his corner, watching, panting hard.  He 
               closes his eyes in pain; he has nothing left.  If Brennan 
               gets off the mat, Billy is done for.

                                     OMAHA REFEREE (CONT'D)
                         Four!  Five!  Six!

               Brennan hasn't moved a bit.  Billy gasps with relief as he 
               realizes he's won.

               He raises a gloved hand, turning toward the cheering crowd.

               A look of triumph passes between Reddy and Miske.

               The Omaha Referee has finished his count and Billy returns 
               to the center ring.

               The Referee raises Billy's hand.

                                     OMAHA REFEREE (CONT'D)
                         The winner... Billy Miske!

               The crowd begins to pour into the ring as BRENNAN'S MANAGER 
               drags him off to his corner.


               INT. BILLY AND MARIE'S APARTMENT LIVING ROOM -- CHRISTMAS 
               MORNING

               The apartment is overstuffed with presents and Christmas 
               decorations, including a small upright piano with a large 
               bow attached.

               Billy and Marie sit on the sofa, happily watching the mayhem.

               Everyone wears pajamas; Billy wears a bath robe as well.  He 
               is masking pain for his family's benefit.

               Douglas finishes unwrapping a tricycle and is overjoyed.  He 
               shouts skyward:

                                     DOUGLAS
                         Thank you, Santa Claus!

                                     BILLY
                         Douglas?  That one's from Mommy and 
                         Daddy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       171.

               CONTINUED:

               Douglas rushes over and gives hugs and kisses.

                                     DOUGLAS
                         Thank you for my trike.

                                     MARIE
                         You're welcome, sweetheart.  Is it 
                         the right color?

                                     DOUGLAS
                              (deeply serious)
                         It's a very good color.

               He rolls into Billy's lap and lounges there lovingly.

                                     BILLY
                         I think you've got a couple more to 
                         go, Tiger.

                                     DOUGLAS
                         I do?

               Billy Jr. holds up a present.

                                     BILLY JR.
                         This one's yours.

               Junior's eyes bulge, as if he's stuffed to the gills full of 
               gifts.

                                     BILLY JR. (CONT'D)
                         Oh -- no.  It says "Donna."

               Douglas rolls off his father and goes back to the tree, poking 
               around for unopened gifts.

               Billy looks at Marie and decides: this is as alone as they're 
               going to get.

                                     BILLY
                         One more for you, too.

               He reaches in his pocket and pulls out a ring-sized box.

                                     MARIE
                         Oh, no, Billy...

               She reaches for the gift.

                                     BILLY
                              (laughs)
                         "Oh, no," she said, reaching for the 
                         package...

               She takes the gift and lightly slaps his hand.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       172.

               CONTINUED:

               Marie unwraps the box.  It is, indeed, a jewelry case.  She 
               looks up at Billy, taking a breath before she gets her 
               surprise.

               She opens the box.  Her hand goes to her mouth, and she begins 
               to cry.

                                     MARIE
                         Billy --

               She kisses him quickly.  Mouths "thank you" because she can't 
               speak.

               She looks at the ring, and it's a real beauty: a large diamond 
               offset by a couple of other small diamonds and jade.

                                     BILLY
                         I was always wishing I could have 
                         afforded a better wedding ring for
                         you --

               An argument has erupted among the children, and Douglas is 
               crying.

                                     BILLY (CONT'D)
                              (to the children)
                         Hey!  No fighting, kids.  Come on.
                         Not today.

                                     DOUGLAS
                         He tripped me!

                                     BILLY JR.
                         I didn't mean to --

                                     BILLY
                         Are you hurt?

               Douglas shakes his head sorrowfully.

                                     BILLY (CONT'D)
                         Can you two settle it between 
                         yourselves?

               Billy Jr. puts his hand on his brother's shoulder.

                                     BILLY JR.
                         Yes, Sir.

                                     BILLY
                         Thank you.

               Billy turns his attention back to Marie, who is glowing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       173.

               CONTINUED:

               She indicates with her eyes that he should look at the boys 
               again.

                                     BILLY (CONT'D)
                              (quietly)
                         What --

               He turns back and sees Billy Jr. ministering a hug to his 
               little brother, patting him consolingly.

               The parents smile at one another.

               Marie holds up her hand, modeling the ring.

                                     BILLY (CONT'D)
                         Do you like it?

                                     MARIE
                         Billy, it's beautiful!  Don't you 
                         think?

                                     BILLY
                         Sure, I think it looks nice, but I'm 
                         a man; I wanted to know what a woman 
                         thought --

               She kisses him again.

                                     MARIE
                         It's perfect.  Thank you, Billy.

                                     BILLY
                         Merry Christmas.


               INT. BILLY AND MARIE'S APARTMENT -- AFTERNOON

               The family sits around the table eating and chatting away 
               happily.

               Billy is smiling, not eating, but content as he watches his 
               family.


               INT. BILLY AND MARIE'S APARTMENT, KIDS' BEDROOM -- NIGHT

               Douglas is in bed, already conked out.  He has fallen asleep 
               with a toy car sitting on his forehead.

               Billy tucks in Junior.

                                     BILLY
                         You know your daddy loves you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       174.

               CONTINUED:

               Junior nods.  Billy roughs up his son's hair and stands to 
               leave.

                                     BILLY JR.
                         We love you, too, Dad.

               Billy stops, looks at his son, smiling.

                                     BILLY
                         Thanks, Son.  You're a good man.

                                     BILLY JR.
                         'Night.

                                     BILLY
                         'Night.

               Billy leaves, closing the door.


               INT. BILLY AND MARIE'S APARTMENT BEDROOM -- LATER

               Marie is already in bed.  Billy is undressing -- a very 
               painful enterprise.  He's got his pajama bottoms on and is 
               trying to get into his top.

                                     MARIE
                         Can I help?

               Billy nods.

               She gets out of bed and takes the night shirt.

               He holds out an arm; she pulls the shirt over it.

               Now the hard part; wrenching one arm behind him to slip the 
               other sleeve on.  This hurts, but Marie is gentle and patient.

               He faces her, hurting, his eyes searching hers.

                                     MARIE (CONT'D)
                         I want you to just stay in bed 
                         tomorrow, all right?

               He nods.  She kisses him, and a tiny moan escapes him: he 
               can almost count the kisses that are left.

               Marie smiles at her husband.  His eyes search hers.

                                     BILLY
                         Do you forgive me?

                                     MARIE
                         For what?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       175.

               CONTINUED:

                                     BILLY
                         Everything.

                                     MARIE
                         Lord, Billy, I don't blame you.  You 
                         can't help it.

                                     BILLY
                         Fighting?

                                     MARIE
                         I -- I don't think you could help 
                         that, either.  Come to bed.

               She lays down, pulling him with her.

               He lays his head on her shoulder, and she strokes his hair.

               Slowly, they drift off to sleep.


               EXT. BILLY AND MARIE'S APARTMENT -- MORNING

               December 26th.  A new day.


               INT. BILLY AND MARIE'S APARTMENT BEDROOM -- MOMENTS LATER

               Billy wakes, squinting against incredible pain.

               He hears Marie and the children.

               Billy tries to hold in a groan, a shout, and it's too much.

                                     BILLY
                         Unh --

               His breath is catching in his throat as he tries to swallow 
               the pain back down.

               It's not working.  The pain betrays his body, forcing terrible 
               noises from him -- a death rattle.

                                     MARIE (O.S.)
                         Billy?

               Marie bursts into the room and is instantly at her husband's 
               side.

               Billy is a mess: swollen like we haven't seen, feverish, 
               sweating through the sheets.

               He clutches his wife's wrist.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       176.

               CONTINUED:

                                     BILLY
                         Call Jack...

                                     MARIE
                         Jack Reddy?

                                     BILLY
                              (a nod)
                         Unh --

               The children stand horrified in the doorway.  Douglas is 
               crying.  Billy sees them, warns Marie --

                                     BILLY (CONT'D)
                         Kids --

               Marie rushes to them.

                                     MARIE
                         I need you to go to your room, please.
                         Billy -- take care of them.

               The children turn, reluctantly peeling their eyes away.

               Marie has gone to the telephone in the living room.  Billy 
               can watch her from where he lays.

                                     MARIE (CONT'D)
                              (into telephone)
                         Sandburg five four nine eight.
                              (to Billy)
                         I'm calling him, Billy.
                              (into telephone)
                         Jack?  This is Marie.  It's -- it's 
                         Billy.
                              (with a sob)
                         Oh God, Jack, it's happening...


               INT. JACK REDDY'S CAR -- LATER

               Jack races toward the hospital.  The Miske children huddle 
               in the front seat; Marie cradles her husband who is stretched 
               out in her arms.

                                     MARIE
                              (to Billy)
                         Can you speak to me?  Billy?  Can 
                         you hear me?

                                     JACK
                         Talk to us, Billy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       177.

               CONTINUED:

                                     BILLY
                              (to Marie)
                         Love you...

                                     MARIE
                         Oh, God.  Stay with us, Billy.  Fight 
                         it.  Fight it!

               Billy closes his eyes a moment.  The life is going out of 
               him.

               Speaking is difficult.

                                     BILLY
                         I never thanked Jack.

                                     MARIE
                         He's right here, baby.

                                     JACK
                         Talk to me, Billy.

               Billy manages to shake his head, just perceptibly.

                                     BILLY
                         Demp.  Dempsey.  He... gave me my...  
                         gave me my shot.

                                     MARIE
                         Yes, Darling.

               Billy summons himself, but his words are becoming softer.

                                     BILLY
                         Tell him... tell Jack... I said 
                         thanks.

                                     MARIE
                         I'll tell him.  I'll tell him.

               Billy nods slightly, closing his eyes.

               Marie can see that she's losing him.  She clutches him to 
               her, stroking his matted hair.

                                     MARIE (CONT'D)
                         Billy... Billy...


               EXT. ST. PAUL STREET -- CONTINUOUS

               Jack Reddy's car speeds off, racing for the hospital.

               TITLE: BILLY MISKE DIED IN THE HOSPITAL ON NEW YEAR'S DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       178.

               CONTINUED:

               TITLE: HIS CAREER CONSISTED OF MORE THAN 100 FIGHTS.

               TITLE: 70 BOUTS TOOK PLACE AFTER HE WAS DIAGNOSED WITH 
               BRIGHT'S DISEASE.

               TITLE: 34 OF MISKE'S WINS WERE KNOCKOUTS.  HE WAS KNOCKED 
               OUT ONLY ONCE -- BY JACK DEMPSEY.

               TITLE: "MAYBE SOMEONE CAN NAME A GAMER FIGHT THAN BILLY MISKE; 
               I CAN'T." -- GEORGE BARTON 

               FADE OUT.



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