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



               OVER BLACK--

                                   CHARLIE (V.O.)
                         This is what we're gonna do...  



               INT. DARK ROOM - NIGHT

               You can see nothing but a chair, and the man strapped to it.

               That man, CHARLIE BRIGHT, is not looking so good.  His face
               is streaked in blood.  One eye puffy.  This is not how he's
               used to introducing himself.  But this is how we meet him. 
               Somewhere just north of thirty, he has striking good looks. 
               That is, when the blood and bruises aren't getting in the
               way.

               He speaks to SOMEONE UNSEEN, but appears to be speaking 
               directly to us.  And as he speaks we creep closer and closer
               to him.

                                   CHARLIE
                         You're going to admit you did it. 
                         That's the most important thing. 
                         But then you're going to explain
                         why you did it.  And you're going
                         to apologize.  And I'm going to
                         tell you how to do it.  



               INT. NIGHTCLUB - NIGHT

               18 Year old BRITNEY ANDREWS, (Miss California 2006) is
               hammered, nearly topless, making out on the dance floor with
               ANOTHER WOMAN.

               Flash bulbs POP.

                                   CHARLIE (V.O.)
                         Because...when it comes to that...
                         there has never been anyone better
                         than me.



               INT. HOTEL - CONFERENCE ROOM - DAY

               Britney now stands at a podium.  Camera bulbs FLASH as tears
               streak her face. 

               She speaks into a microphone, shaky voice, trembling lips.

                                   BRITNEY
                         I know you won't believe it... but
                         there's not a day that goes by that
                         I don't think of what happened. 
                         And how I messed it all up.  Words
                         can not adequately express how deep
                         my regret goes.  

               To her right, A DONALD TRUMP looking figure.

               To her left, a much cleaner, sharper looking Charlie Bright. 
               He adjusts the five thousand dollar Rolex on his wrist and
               the lapels on his thousand dollar Armani suit.

                                   CHARLIE (V.O.)
                         There are rules you must follow. 
                         They are the necessary steps to
                         getting people to forgive you.

               Britney wipes tears from her face.  

                                   CHARLIE (V.O.)
                         Rule One: Know what you are
                         apologizing for.

                                   BRITNEY
                         But you have to know... that I am
                         so sorry for what my outrageous,
                         and some might argue pornographic
                         behavior...  

               Britney takes a tissue offered by Charlie.  He sets his hand
               on her shoulder.



               INT. BATHROOM - MORNING

               STEVE HOLBROOK, home run champion for the Oakland A's shoves
               a needle in his arm.

                                   CHARLIE (V.O.)
                         Rule Two: Know who you are
                         apologizing to.



               INT. LOCKER ROOM - DAY

               Steve Holbrook now speaks into a throng of microphones.

               There's Charlie, tucked away behind him.

                                   STEVE
                         I apologize to my teammates... for
                         letting them down.  It is true that
                         I used... certain performance
                         enhancing substances...



               INT. HOTEL ROOM - NIGHT

               BRAD WALLACE, movie star, vigorously fucks a TWENTY SOMETHING
               STARLET.

                                   CHARLIE (V.O.)
                         Rule Three: Shift the blame.



               EXT. MOVIE THEATER - DAY

               Brad Wallace, weeps openly.  Speaks to another throng of
               REPORTERS.

                                   BRAD
                         I understand now, after speaking to
                         my doctors, that I carry a genetic
                         addiction to sex.  My wife and I
                         are seeking counseling.

                                   CHARLIE (V.O.)
                         Rule Four: Don't want to apologize. 
                         Just do it.



               EXT. REHAB CLINIC - DAY

               A limo pulls up and out pops Miss California followed by
               sunglass wearing Charlie Bright.

                                   BRITNEY
                         Do I really have to do this?

                                   CHARLIE
                         It's all about follow through at
                         this point, baby.  

                                   BRITNEY
                         But you said I didn't mean it.

                                   CHARLIE
                         There's a difference between not
                         meaning it and not doing it.  
                         Look, sweetheart, its 28 days and
                         then we're back in business.

               Britney sulks.  

                                   CHARLIE (V.O.)
                         An addendum to the rules: always
                         seek counseling.  It doesn't matter
                         what you've done, they have rehab
                         for anything.  Drugs, booze, anti
                         Semitic remarks, racism,
                         homophobia...  it doesn't matter. 
                         There's a clinic somewhere that
                         will take you.

               Britney stares at Charlie.  Pouts.

                                   BRITNEY
                         You'll be here for me when I'm
                         done?

                                   CHARLIE (V.O.)
                         Follow these rules and we're
                         golden.  Depart from them and
                         you're looking at twenty-five to
                         life.  Are we clear?  

               Charlie smiles.

                                   CHARLIE
                         Absolutely.



               SMASH TO BLACK.

                                      Sorry Charlie



               INT. ELEVATOR - DAY

               SIMON SIMMONS wears a red basketball jumpsuit and what looks
               like half-a ton of gold around his neck.  Sunglasses. 
               Diamond studs, BIG ONES, shoved through each earlobe.



               SUPER THE LEGEND

                                        Last Week

               Simon is flanked by a POSSE OF HANDLERS. Five of them at
               least.  He looks pissed.

               The door opens.  He's the first out.



               INT. LOBBY - CONTINUOUS

               Simon leads the group to tweaked out looking RECEPTIONIST;
               dark hair, pale skin, and... are those track marks?  

               She seems to recognize Simon.  Nods.

                                   RECEPTIONIST
                         Hello, Simon.

                                   SIMON
                         I fucked up again.  Is Charlie
                         here?

                                   RECEPTIONIST
                         He's always here.



               INT. CONFERENCE ROOM - DAY

               Charlie is sitting across from star Dallas Cowboys
               Quarterback HANK WILKES.

                                   CHARLIE
                         This isn't going to work, Hank. 
                         Unless you understand what you said
                         is wrong.

               Hank's LAWYER pops in--

                                   HANK'S LAWYER
                         Mister Wilkes was not, legally in
                         arrears.

               Charlie, we realize, talks fast.  It's mesmerizing.

                                   CHARLIE
                             (to Hank's lawyer)
                         Okay, first off, if you open your
                         mouth again I'm going to shove his
                         hourly fee down your mouth and send
                         your arrear right out the window. 
                         Are we on the same page, Perry
                         Mason?

               Hank's Lawyer is dumbfounded.

                                   HANK
                         I don't think it was wrong.

                                   CHARLIE
                         No.  Of course you don't.  And,
                         personally, I don't think it was
                         wrong either.  But that's not the
                         point.  That's not why you're here.

               Charlie stands.

                                   CHARLIE
                         Who hasn't hired a hooker now and
                         again?  I get that.  You have
                         needs.

                                   HANK
                         Exactly.

                                   CHARLIE
                         But some people might think your
                         wife would be the best one to tend
                         to those needs.

                                   HANK
                         Spoiled bitch.

                                   CHARLIE
                         Right.  She's a spoiled bitch.  A
                         frigid, spoiled bitch.  I get it.  

                                   HANK
                         Don't call my wife a bitch.

               Charlie isn't fazed.  He crosses around the table and lays
               his hands on Hank's shoulders.

                                   CHARLIE
                         You're a big man.  She was afraid
                         you'd crush her, lets say.  Closed
                         up her legs and took up knitting. 
                         That works too.  But the hooker is
                         not the problem.

                                   HANK
                         It's not?

                                   CHARLIE
                         No.  The problem is what you called
                         the cop that busted you.

               Hank's Lawyer takes a breath.  Charlie shoots his eyes over
               to him.

                                   CHARLIE
                             (to Hank's Lawyer, again)
                         You know what happens to the human
                         body when they hit the pavement
                         from forty stories up? 
                             (slaps his hands)
                         Picasso.  
                             (beat)
                         Or... what's his name?  The guy who
                         splattered the paint.  Anyway...
                             (to Hank)
                         The cop.  Asian.

                                   HANK
                         I called him a Chinese Prick.

                                   CHARLIE
                         Exactly.

               Hank's Lawyer sheepishly raises his hand.

               Charlie glares at him a moment.  Then, tilts his head and
               points.

                                   CHARLIE
                         Okay.  You.

                                   HANK'S LAWYER
                         It's... um, in my mind.... not a
                         racist statement.  It's like
                         calling someone... an American
                         Asshole.

               Charlie nods.

                                   CHARLIE
                         Good point.  Unfortunately the man
                         was Korean and not a North Korean
                         but a South which, to them, is a
                         big deal.  But here's the real
                         problem: you remember the whole
                         politically correct thing back in
                         the '90's?  Couldn't call anyone a
                         "Chairman"... it was "Chairperson". 
                         Or "Chair".  

               They nod.

                                   CHARLIE
                         Then, it got better.  The pendulum
                         swung the other way.  Clinton was
                         getting hummers in the Oval Office
                         and all of a sudden you could say
                         "black" again instead of "African
                         American", and the short skirts
                         were back and some clever guy came
                         up with the thong.  Everyone sort
                         of came to their senses.  

               They nod.

                                   CHARLIE
                             (swings his hand)
                         Well... that time is gone.  The
                         pendulum... 
                             (swoops his hand to the
                              other side)
                         ...its back. 

               They slump.  Charlie leans into Hank.

                                   CHARLIE
                         But don't worry.  Once I'm done
                         with you... you're gonna go in
                         front of those TV cameras.  And
                         you're gonna be the sorriest
                         sonofabitch they've ever seen.

               Hank looks back at him, a little confused.

                                   CHARLIE
                         It's a good thing, Hank.

               The phone blares out.  Charlie snatches it up.

                                   CHARLIE
                         Charlie here.



               INT. LOBBY - DAY

               The Receptionist looks at Simon.  Talks into the receiver.

                                   RECEPTIONIST
                         Simon Simmons is back.



               INT. CONFERENCE ROOM - INTERCUT

               Charlie stands.

                                   CHARLIE
                         Again?  Why?
                             (beat)
                         Put him on.

               A moment goes by.  

               Hank and Hank's Lawyer stare at Charlie: he's so cool.  

               Their eyes will widen as this conversation... well, you'll
               see.

                                   CHARLIE
                         Hey, my African American man!
                             (beat)
                         What do you mean you shot someone?
                             (beat)
                         Are they dead?
                             (beat)
                         How long have they been dead?  Tell
                         me you called the cops.
                             (beat)
                         No, no, it's fine.  Clearly they
                         deserved it.  Don't worry about it. 
                         I'll be right there.

               Charlie hangs up the phone.  Smiles to Hank.

                                   CHARLIE
                         Hank, can we continue this
                         tomorrow?

               Watch Hank and Hank's Lawyer's jaws drop.



               INT. BEDROOM - NIGHT

               Charlie rolls off a BEAUTIFUL REDHEAD.  He rubs his face and
               looks distressed.

                                   BEAUTIFUL REDHEAD
                         It's okay.

                                   CHARLIE
                         No.  No it's not.  I've just been
                         working so hard.

                                   BEAUTIFUL REDHEAD
                         You have?

               Charlie covers his face.  Is that a sob?

                                   CHARLIE
                         The pressure is killing me.  My
                         boss is suck a prick.  He treats me
                         like... like I'm stupid.

               Charlie looks at her.  The face, so goddamn earnest.

                                   CHARLIE
                         You don't think I'm stupid, do you?

               She melts.

                                   BEAUTIFUL REDHEAD
                         Oh, no!  You're the smartest,
                         sexiest man I've ever met.

                                   CHARLIE
                         Oh, stop.

                                   BEAUTIFUL REDHEAD
                         No, I mean it!  Your boss sounds
                         like an ass!

                                   CHARLIE
                         He is.  A big ass.  I just feel
                         so... worthless sometimes.

               She gets up on her knees.

                                   BEAUTIFUL REDHEAD
                         I am going to make this happen,
                         Rupert.

                                   CHARLIE
                         You are?

                                   BEAUTIFUL REDHEAD
                         Whatever it takes.  All night if it
                         takes that long.  You will feel
                         good about yourself.  I promise.

                                   CHARLIE
                         Really?

                                   BEAUTIFUL REDHEAD
                         Really good.

               She dips her head down.  Below the covers.  Makes Charlie, as
               he folds his arms behind his head, feel really good.



               EXT. NEW YORK CITY STREET - MORNING

               Charlie Bright is dressed in a thousand dollar suit and heads
               down 52nd street.  He's focused.

               A HOMELESS GUY, beard, gray, dirty clothes, the whole nine
               yards, sits against a building.  Reaches out as he sees
               Charlie approach.  Moans a little.  The guy looks desperate.

                                   HOMELESS GUY
                         Dalla?

               Charlie barely notices the guy as he passes.

                                   HOMELESS GUY
                         Hey!

               The Homeless Guy reaches out and GRABS Charlie's leg. 
               Catches just the pants.  

               Charlie stops.  Shakes the guy's grip loose.  Stops.  Turns. 
               Bends down.

                                   CHARLIE
                         What the hell was that?

               Homeless Guy looks surprised.

                                   HOMELESS GUY
                         I juss... wanned a dalla.

               Charlie looks the man over.

                                   CHARLIE
                         So you grab my seven hundred dalla
                         pants staining them with whiskey
                         and pee and you think that's a good
                         idea?  You think that's going to
                         make me think, gee, I should pay
                         that guy?

               The Homeless Man shrugs.  Charlie looks him over again.

                                   CHARLIE
                         What's your name?

                                   HOMELESS GUY
                         Barney.

                                   CHARLIE
                         You're kidding me, right?  That's
                         like, I could have guessed "Barney
                         the Bum".  What is it really?

                                   BARNEY
                         It's Bernard!  Barney, okay!

                                   CHARLIE
                         Okay, Barney.  So what's your deal? 
                         Drugs?  Booze?  You just get outta
                         jail?

                                   BARNEY
                         Pick.

                                   CHARLIE
                         You like this suit, huh?  Lots of
                         people walking down this street and
                         you grab mine?

                                   BARNEY
                         It's nice fabric.  I like the
                         burgundy.  Reminds me of wine.  And
                         shoes.

               Charlie smiles.

                                   CHARLIE
                         I'll tell you what.  You tell me
                         what you did to get here.  And I'll
                         help you get out of it.

                                   BARNEY
                         Bullshit.

                                   CHARLIE
                         You've had better offers today?



               INT. SALON - LATER

               Barney the bum sits in the chair getting the full treatment. 
               He's being transformed.

               Charlie stands behind him.  They match eyes through the
               mirror.

                                   BARNEY
                         They laid everyone off.  I started
                         drinkin'.  I got no family.  No one
                         gonna send me a Christmas check.

                                   CHARLIE
                         You want to change, Barney?

               Barney nods.



               INT. SAX FIFTH AVENUE - LATER

               Barney's dressed to the nines.  Damn near a ten, I tell ya. 
               He's clean shaven.  A different man it seems.  

                                   CHARLIE
                         You look good, Barney.  Now... you
                         need a job.  You can work for me. 
                         You can start as an assistant. 
                         It's okay if you can't type.  We
                         can teach you that.
                             (beat)
                         You can read though, right?

               Barney turns to him.  Genuine disbelief.  Tears form in his
               eyes.

                                   BARNEY
                         Why are you doing this for me?

               Charlie places his hands on Barney's shoulders.

                                   CHARLIE
                         Everybody deserves a second chance.



               INT. BRIGHT CRISIS MANAGEMENT  - SCREENING ROOM - EVENING

               Six people, Charlie among them, are watching a "mock apology"
               from one of their clients, Senator of the great state of
               Wisconsin, JIM KIPLING.

               ON THE SCREEN-- Kipling does his best to look sad.

                                   KIPLING
                         I want to apologize for...

               Charlie shoots up from his seat.

                                   CHARLIE
                         Stop the tape!

               The image of Kipling freezes.  Charlie spins to the room.

                                   CHARLIE
                         Are you kidding me, people?  I want
                         to apologize?  We all want a lot of
                         things!  World peace.  A drunken
                         night with Cameron Diaz; just you,
                         her and a bottle of cognac and some
                         KY warming liquid.  Doesn't mean
                         its going to happen!  
                             (beat)
                         Well, it might happen.  But
                         definitely not world peace.  No
                         matter how much I want it.

               The Group squirms in their seats.

                                   CHARLIE
                         Prep him again.  This is about
                         quality control, people!  We can't
                         control the reaction but we can
                         control the delivery!  Are we
                         getting this?

               More silence.

                                   CHARLIE
                         Raise your hand, who wants to work
                         here?

               They all raise their hands.

                                   CHARLIE
                         Okay, who wants to work for Burger
                         King?

               All the hands drop.

                                   CHARLIE
                         Everyone put your goddamn hands
                         back up!

               They... slowly do.

                                   CHARLIE
                         Okay.  You want to work for Burger
                         King?  Really?  That guy is pretty
                         creepy, but that's just me.   
                             (beat, hard)
                         Keep it up.  I'll see what I can
                         do.



               INT. BRIGHT CRISIS MANAGEMENT - HALLWAY

               Charlie marches back toward his office.  RICK GARCIA,
               Charlie's Staff Director catches step.

                                   RICK
                         Harsh, Charlie.

               Charlie stops.

                                   CHARLIE
                         Really, Rick?

               Charlie gently pulls Rick into an empty nearby office.



               INT. OFFICE - CONTINUOUS

               Charlie shuts the door.

                                   CHARLIE
                         You know what we do here, right? 

               Rick nods.

                                   CHARLIE
                         What is it we do here, then?

                                   RICK
                         We represent clients in their
                         involvement with--

                                   CHARLIE
                         --Wrong.  Rick, we play on people's
                         emotions.  Their willingness to
                         forgive.  Everybody wants to be
                         happy, Rick.  
                             (beat)
                         I pay those people in there very
                         well so they can be happy.  But
                         when they don't live up to my
                         expectations, I have to play on
                         another emotion.

               A moment.  It comes to him:

                                   RICK
                         Fear.

               Charlie smiles.  Lays a hand on Rick's shoulder.  Nods. 
               Opens the office door and leads Rick back out into the hall.

                                   CHARLIE
                         Get your team together and go
                         through it again.  I don't want to
                         attend a strategy session like that
                         ever again.

               Charlie leans slowly into Rick.

                                   CHARLIE
                         I love ya, Rick.  We've been
                         friends a long time.
                             (beat)
                         Don't make me scare you.

               Rick turns a shade of pale.



               INT. CHARLIE'S CONDO - NIGHT

               The door opens.  Closes.  The lights come on and we see how
               very successful Charlie really is; he lives in a material
               world of gleaming black and chrome.  Modern furniture acts as
               dressing to the skyline out his floor to ceiling windows
               fifty floors up.

               Charlie flings his coat over a couch and heads to the
               kitchen.  Grabs a beer and heads back into the living room. 
               Collapses on the couch.  Takes a sip and snaps on the TV.



               ON THE TELEVISION--

               Hank Wilkes stands at a podium.  Addresses a large group of
               REPORTERS.  He looks quite contrite.

                                   HANK
                             (on the television)
                         I was poorly educated by my
                         stepfather, who grew up in the
                         south...

               Charlie holds out his beer to the TV.

                                   CHARLIE
                         There ya go, Hank.  Rule three:
                         Shift the Blame.  Good kid.

               Charlie smiles as a SHADOWY FIGURE suddenly approaches from
               behind and SMACKS him with something.  We--



               SMASH TO BLACK.



               INT. CHARLIE'S CONDO - LATER

               Our view is clouded for a moment.  Slowly... they come back
               into focus: a HITMAN in a black ski mask, dressed all in
               black blends into the Italian black leather sofa chair five
               feet away.  

               The Hitman holds a METAL DEVICE in front of his face; it
               changes his voice as he speaks, to an electronic "Steven
               Hawking" type computer sound.  (He will use this through the
               entire scene).

                                   HITMAN
                         Sorry, Charlie.

               He holds a silenced Glock 9 trained at Charlie, still on the
               couch, who shakes lose the cobwebs.  Notices his HANDS ARE
               BOUND BY A SET OF HANDCUFFS.

               Blood drains from his face.

                                   CHARLIE
                         What is going on?

                                   HITMAN
                         You're in some trouble.

               Charlie tries to break free of the cuffs.

                                   CHARLIE
                         I don't know what you want... but
                         I'm a very wealthy--

                                   HITMAN
                         I don't want money, Charlie.

                                   CHARLIE
                         Please just take what you want.

                                   HITMAN
                         I don't think you have what I want,
                         Charlie.  

               Charlie starts to bring forth the tears.

                                   CHARLIE
                         I don't want to die.  Please, don't
                         kill me.  I'm sorry.  Whatever I
                         did to you... I'm so sorry.

                                   HITMAN
                         Yeah, right.  Good one.  

                                   CHARLIE
                         Why are you doing this to me?!

                                   HITMAN
                         You've been a bad boy.  You need to
                         apologize.

                                   CHARLIE
                         I'm sorry!

                                   HITMAN
                         Not to me.

               The Hitman stands.

                                   HITMAN
                         You've hurt someone badly.  In your
                         past.  And now you're going to
                         apologize to her.  You have one
                         week.  Five days.  You're going to
                         apologize and mean it.  No B.S. 
                         Really mean it.  And if you
                         don't... I'm coming back.  And next
                         time... we won't have such a
                         pleasant conversation.

               The Hitman stands.  Heads for the door.

                                   CHARLIE
                         Who?!  Who am I supposed to
                         apologize to?!

                                   HITMAN
                         You're a bright boy, now.  I'm sure
                         you can figure that out.  But if
                         not...

               The Hitman makes a "creaking" sound as he drags a finger
               across his own throat.

                                   HITMAN
                         Only I won't use my finger and make
                         a "creaking" sound.  I'll shoot
                         you.
                             (beat)
                         And don't bother with cops, or
                         bodyguards.  I always know how to
                         get to you.

               The Hitman reaches for the doorknob.

                                   CHARLIE
                         Wait!

                                   HITMAN
                         Yes?

                                   CHARLIE
                         The key.  I need to get free... if
                         I'm going to do what you want me to
                         do.

                                   HITMAN
                         It's around here somewhere.  I
                         could tell you.  But what fun would
                         that be?  

               The Hitman opens the door.  Turns back.

                                   HITMAN
                         Might want to check the toilet.

               The Hitman leaves.  Charlie exhales.  Hard.  Catches his
               breath.



               INT. BATHROOM - LATER

               Charlie crawls best he can... to the toilet.  Lifts the lid.

               Gags.  So bad, we just can't show you.  The stink rises and
               sticks to his face.

               Charlie gags again and holds his breath.  Shoves his hand
               into the toilet.  Feels around.



               INT. LIVING ROOM - LATER

               Cops swarm the room, marking evidence, taking notes, admiring
               the view, and scratching their balls.

               Rick is here.  He sits with a showered and exhausted Charlie
               on the couch.

                                   RICK
                         Some nut, probably.

                                   CHARLIE
                         No.  This guy knew me.  He said...
                             (hushed voice)
                         He said I had to--

                                   DETECTIVE
                         Excuse me, Mr. Bright.  I need you
                         to give me a description of the
                         assailant.

               Charlie looks to him, annoyed.

                                   CHARLIE
                         Hmm.  Lets see.  Well, he was
                         wearing a black ski mask.  He had a
                         nose.  Eyes.  Not sure about the
                         ears, I couldn't see those.

                                   DETECTIVE
                         Easy, Mary.  No need to get snippy.

                                   CHARLIE
                         You know, why don't you gather up
                         your guys and go see a movie.  That
                         way you can feel like you caught
                         something tonight. 

               Detective holds up his hands.

                                   DETECTIVE
                         Your funeral.

               Charlie turns back to Rick, hushed voice again.

                                   CHARLIE
                         He said I had to apologize to
                         someone from my past.

                                   RICK
                         Who?

                                   CHARLIE
                         I don't know.  But he said I had
                         three days to do it or he's coming
                         back.

                                   RICK
                         Did you tell them?

                                   CHARLIE
                         The cops?  Please.  You know these
                         guys.  They couldn't protect me if
                         I had donuts taped to my ass.  Call
                         Senator Kipling.  Call in a favor. 
                         We need S.S.

                                   RICK
                         Germans?

                                   CHARLIE
                         Secret Service, dumbass.



               INT. CHARLIE'S OFFICE - THE NEXT DAY

               Two steely eyed, crew cut SECRET SERVICE AGENT'S (GROVER and
               QUINN) stand before Charlie's desk.

                                   AGENT GROVER
                         We'll be right outside.  If any
                         emergency should arise just call
                         out "Hawk" and we'll be in here in
                         point-two seconds.

                                   AGENT QUINN
                         Point three at the latest.

                                   CHARLIE
                         Why "Hawk"?

               A moment.

                                   AGENT QUINN
                         Would you prefer another code word,
                         sir?

                                   CHARLIE
                         I'm just wondering.

                                   AGENT QUINN
                         It's cool, sir.  Better than
                         "Sparrow".

                                   CHARLIE
                         Okay.  But that door is the only
                         way in.

                                   AGENT GROVER
                         Someone could scale the building,
                         sir.

                                   AGENT QUINN
                         Or a sniper.

                                   AGENT GROVER
                         There's no taking chances.

                                   CHARLIE
                         Hawk it is, then.

               They open the office door.  Rick is there, smiles "hi" and
               starts moving in.  

               Bad idea.  The Agents grab him and SLAM him against the door.

                                   CHARLIE
                             (causally)
                         Nah, he's okay.

                                   AGENT QUINN
                         Sorry, sir.

               The Agent's leave.  Rick tries to catch his breath.

                                   CHARLIE
                         They're good.

                                   RICK
                         They're psychotic.

                                   CHARLIE
                         Psychotic is good for now.  We need
                         to figure out who I'm supposed to
                         apologize to.

                                   RICK
                         Why bother?  You have the Wonder
                         Twins.

                                   CHARLIE
                         I want to know who it is so I can
                         use that to figure out who the hell
                         broke into my place, nearly put a
                         bullet in my head and made me dig
                         through shit so I free my hands to
                         make a phone call.  If that's okay
                         with you, of course.

                                   RICK
                         Of course.

               Rick takes a seat.

                                   RICK
                         What about Hugh Grant?  He had that
                         Tonight Show bump but his career 's
                         been in the dumps ever since.

                                   CHARLIE
                         No way.  Too soft.

                                   RICK
                         Oh!  Bill O'Reiley!  From that
                         thing.

                                   CHARLIE
                         No way.  One, Bill's chicken shit. 
                         Two, he and I are friends.  We get
                         together every year at his place in
                         Connecticut, get drunk and make
                         prank phone calls.  No way.
                             (beat)
                         I'm pretty sure he said it was a
                         she.  A woman.

                                   RICK
                         Oh.  Well, that narrorws it.  

                                   CHARLIE
                         I never give them my real name. 
                         Plus, he said it was in my past.

               A moment.

                                   RICK
                         How far in the past?

                                   CHARLIE
                         I don't know.

               Rick nods.

                                   RICK
                         Well.  Lets do what we always do.

                                   CHARLIE
                         And what's that?

                                   RICK
                         Start at the beginning.



               SMASH TO BLACK.



               INT. HOSPITAL DELIVERY ROOM - NIGHT

               A MOTHER sweats, pushes.  Gives birth.

                                   CHARLIE (V.O.)
                         Mom.  She always loved me.  

               Mom holds beautiful BABY CHARLIE.



               INT. KINDERGARDEN CLASSROOM - DAY

               Five year old CHARLIE tugs on another five year old GIRL's
               pigtails.

                                   CHARLIE (V.O.)
                         Is it really necessary to start
                         this far back?

                                   RICK (V.O.)
                         These are your rules.  Not mine.

               The PIGTAILED GIRL runs off screaming.

                                   CHARLIE (V.O.)
                         I don't even remember.  Next.



               INT. HIGH SCHOOL AUDITORIUM - DAY

               A fifteen year old CHARLIE is backstage with equally aged
               EMILY.  Hidden behind the curtains from the rest of the
               troupe.  They are kissing.

                                   CHARLIE (V.O.)
                         Emily Warcowski.  We did "Our Town"
                         together.  She wouldn't let me
                         touch her boobs.

               Charlie slides his hand up to her chest.  Emily bats it down.

                                   FIFTEEN YEAR OLD CHARLIE
                         Sorry, Emily.

                                   EMILY
                         I'm not that kind of girl.

               She pouts.

                                   CHARLIE (V.O.)
                         She wouldn't even look at me after
                         that.  Even quit the play.  I don't
                         think that's it, trying to cop a
                         feel.

                                   FIFTEEN YEAR OLD CHARLIE
                         I'm really sorry.

               Emily walks off in a huff.

                                   RICK (V.O.)
                         Drama club, huh?  

                                   CHARLIE (V.O.)
                         Knock it off.  Next.

               Fifteen year old Charlie frowns.



               INT. FORD ESCORT - NIGHT

               Parked in a secluded spot.  A seventeen year old CHARLIE and
               SUZANNE are fooling around in the back seat.  Her head is in
               his lap and he's wincing.

                                   SEVENTEEN YEAR OLD CHARLIE
                         Ouch!  Teeth, teeth, teeth!

                                   CHARLIE (V.O.)
                         Suzanne DeFritas.  She should
                         apologize to me.

                                   RICK (V.O.)
                         Only two girls in high school?!

                                   CHARLIE (V.O.)
                         I was in the drama club.  It got
                         better.



               INT. COLLEGE DORM - NIGHT

               Nineteen year old Charlie is getting laid on a top bunk.  It
               looks awkward and slightly painful.

                                   CHARLIE (V.O.)
                         This is pointless.  Nineteen years
                         of pent up hormones when I get to
                         college.  I couldn't begin to
                         remember... who...

               They finish.  We see the young woman's face.  

               Meet LILLY QUELLS at age twenty.  A beautiful blonde, pale
               skin, flush cheeks.  Eyes?  They're a little... off.



               INT. CHARLIE'S OFFICE - DAY

               It hits him.

                                   CHARLIE
                         Shit.

                                   RICK
                         What?

                                   CHARLIE
                         It's Lilly.

                                   RICK
                         Lilly?

                                   CHARLIE
                         Lilly Quells.  Don't you remember? 
                         Sophomore year?  I dated her for a
                         year.  We broke up right after you
                         and I met.  I used to tell you
                         about her.  A little... insane. 
                         Remember?



               INT. DORM ROOM - FLASHBACK

               Lilly sits on a bed crying.  Bawling, actually.

                                   LILLY
                         It's gone!  And it was my favorite
                         pen!

               College age Charlie tries to comfort her.

                                   CHARLIE
                         I don't want to say "its just a
                         pen" baby.  But...

               She cries louder now, if that's possible.



               INT. CHARLIE'S OFFICE - BACK TO SCENE

               Rick nods.

                                   RICK
                         Oh, yeah.  

                                   CHARLIE
                         Threw a tantrum after I dropped a
                         fork at her parent's Thanksgiving. 
                         The whole night they spent trying
                         to console her.

                                   RICK
                         What the hell do you have to
                         apologize to her for?

               Charlie stands.  Paces.

                                   CHARLIE
                         It ended badly.  She was a virgin
                         when we met.  By that point I was
                         eating whatever didn't taste right.  
                             (beat)
                         I led her on for... gosh, a couple
                         of years.  Even promised to marry
                         her at one point.  I got bored. 
                         She was the first woman I ever
                         really...

                                   RICK
                         Ever really what?

                                   CHARLIE
                         Used.

               Rick nods again.

                                   CHARLIE
                         That's got to be it.
                             (beat)
                         I broke her heart.  And I owed her
                         an apology.  

                                   RICK
                         So you find her.  Apologize.

                                   CHARLIE
                         Oh, no.  I find out who she sent. 
                         Feed him barbed wire 'till he shits
                         nails.

               Charlie thinks.

                                   CHARLIE
                         She had an older brother.  Real
                         nutball that guy was too.  Uh...
                         Lance.  Gotta be him.  This is too
                         easy.

                                   RICK
                         Fine.  What next?

                                   CHARLIE
                         Google him.  Lance Quells.  Find
                         the sonofabitch.



               INT. MERCEDES - EVENING (DRIVING)

               Cruising (crawling really) down Fifth Avenue, Charlie stares
               in his rear view.

               SEES-- Agents Quinn and Grover following in a dark Sedan.



               INT. HALLWAY - NIGHT

               The Agent's follow Charlie as he heads to his front door. 
               Keys it open and turns to them.

                                   AGENT QUINN 
                         We'll be right out here.


                                   CHARLIE
                         All night?

                                   AGENT GROVER
                         Yes, sir.

               A moment.

                                   CHARLIE
                         You guys want something to eat?

                                   AGENT QUINN
                         We're good, sir.

                                   CHARLIE
                         You do eat, right?

                                   AGENT GROVER
                         We have two packets of beef jerky,
                         sir.  We're good.

               Charlie shakes his head: okay, then.



               INT. CHARLIE'S CONDO - CONTINUOUS

               Charlie walks slowly through his place.  Nervously checking
               around every corner.

               After a moment he settles.  Thinks.



               INT. CHARLIE'S BEDROOM - NIGHT

               Charlie digs through boxes stored in a utility closet...
               finds what he's looking for: a college yearbook.

               He flips through the pages.  Finds her:

               LILLY QUELLS-- sweet, young, pretty.  Eyes... a little off.

               Charlie smiles.  Reads the handwritten inscription below her
               picture:

                "To Charlie: Wise men say, only fools rush in, but I can't
                       help falling in love with you.  Love, Lilly"

               Charlie closes the book. 



               INT. CHARLIE'S LIVING ROOM - NIGHT

               Charlie flips through CDs gathered by his stereo.  Finds what
               he's looking for.  Elvis.  He slips it in, hits play, and
               settles on the couch as Elvis Presley sings their song:

                                   ELVIS
                         Wise men say only fools rush in...
                         But I cant help falling in love
                         with you... Shall I stay... Would
                         it be a sin... If I cant help
                         falling in love with you... 

               Charlie closes his eyes and drifts.



               FADE TO BLACK.



               INT. LOBBY - MORNING

               Charlie heads to the exit.  Wonder Twins in tow.  He spins
               back to them.

                                   CHARLIE
                         Can you guys give me a little lead
                         time?  I feel like Paris Hilton,
                         here.

                                   AGENT QUINN
                         Sorry, sir.



               INT. BRIGHT CRISIS MANAGEMENT - HALLWAY - MORNING

               Charlie keys his way into his office.

                                   AGENT QUINN
                         Well be right outside, sir.

                                   CHARLIE
                             (annoyed)
                         Yeah, yeah.



               INT. CHARLIE'S OFFICE - LATER

               A knock.

                                   CHARLIE
                         Come in.

               The door opens.  Agent Grover holds Rick's arm.

                                   RICK
                         Seriously?

                                   CHARLIE
                         Guys, let him go.  I told you.

               Rick is released.  The door closes.

                                   RICK
                         What the hell?

                                   CHARLIE
                         I know.  They're driving me crazy
                         too.  Whatta you got?

                                   RICK
                         Nothing on Lance.  Can't find a
                         thing.  But I found Lilly's
                         address.  It's an apartment in
                         Chicago, Illinois.

                                   CHARLIE
                         Illinois?  Probably living that
                         suburban mom thing she always
                         dreamed about.  Cute house.  White
                         picket fence.  God that stuff makes
                         me sick.

                                   RICK
                         Want some Tums?

                                   CHARLIE
                         Lets keep looking.  Try one of our
                         Private Eyes.  Unless the kid is
                         dead he's out there somewhere. 
                         Probably right here in New York.

                                   RICK
                         We still on for lunch?

                                   CHARLIE
                         Yeah.  

                                   RICK
                         Table for four?

                                   CHARLIE
                         They can eat their beef jerky in
                         the parking lot.



               EXT. DAMON'S JOINT - LATER

               Midtown.  A front; despite the name, its a nice place for a
               chicken Cesar salad of a cappuccino.  

               Agents Grover and Quinn stand dutifully by the door.



               INT. DAMON'S JOINT - CONTINUOUS

               Charlie and Rick munch and sip.

                                   CHARLIE
                         Lilly was a piece of work, you
                         know?  

                                   RICK
                         I barely remember the chick.

                                   CHARLIE
                         She was nuts.  Literally cookoo. 
                         One time-- this is hilarious...  We
                         knock it out and fall asleep,
                         right?  'Bout three in the
                         morning... I hear this moaning.  I
                         wake up and she's not there next to
                         me.  And there's this muffled
                         moaning coming from somewhere.

                                   RICK
                         Jesus...

                                   CHARLIE
                         Exactly.  So I call out, "Lilly! 
                         Lilly?"  Nothing.  Then, all of a
                         sudden, the mattress starts lifting
                         up.  There's something kicking my
                         mattress under the bed.  So I jump
                         out of bed.  And I'm freaked out. 
                         This is some weird shit.  So I call
                         out again, "Lilly?"  Nothing.  And
                         I bend down all scared and stuff
                         and look down under the bed.   I
                         see pillows all lined up.  Reach
                         in, pull out the pillows.  There
                         she is.  Moaning.

                                   RICK
                         Under the bed?

                                   CHARLIE
                         She decided...
                             (starts chuckling)
                         She wanted to know what it was like
                         if she died.  Got buried.  Then
                         woke up... like a... zombie. 
                         Stuffed pillows around her like she
                         was in a coffin.  Seriously.  

                                   RICK
                         Unbelievable.

                                   CHARLIE
                         And get this.  She said it wasn't
                         that bad.

               They both break out in laughter.  Charlie downs his drink.

                                   CHARLIE
                         Funny.  At the time... I actually
                         thought it was... adorable.

               Charlie gets lost a moment in the memory.  Snaps back to now.

                                   CHARLIE
                         I gotta piss.  Be right back.



               INT. BATHROOM - CONTINUOUS

               To a urinal.  Unzips.  Unloads.  Sighs.

               The door opens.  Someone unseen heads to a stall.   Closes
               the door.  Clicks the lock.

               A moment.  Charlie whistles.

               The stall opens again.

               Charlie closes his eyes.  Suddenly... SLAMED-! Against the
               wall, dick in hand.

               Our Hitman, ski mask and all, pins Charlie against the
               urinal.  Charlie hyperventilates.

               Hitman flashes a stack of index cards in Charlie's flushed
               face.  It reads "Dickhead".

                                   CHARLIE
                             (a squeak)
                         Hawk.  Hawk.  Hawk.

               The Hitman jabs Charlie.

                                   HITMAN
                             (gruff)
                         Read.


               Charlie hesitates.  Enough for Hitman to PUNCH Charlie in the
               solar plexus.

                                   CHARLIE
                         Fine!  
                             (reading)
                         Dickhead.

               The Hitman changes the card.

                                   CHARLIE
                             (reading)
                         Yeah, you, Dickhead.

               Hitman changes the card again

                                   CHARLIE
                             (reading)
                         You think you know me.  

               Changes again.

                                   CHARLIE
                             (reading)
                         You don't know shit.
                             (terrified)
                         Please... I'll apologize to whoever
                         you want.  Just... don't hurt me...

               WHACK-!  This time to the side of the head.

               The Hitman changes the card.  "Encourages" Charlie to keep
               going.

                                   CHARLIE
                             (reading)
                         But you're on the right track.

               The Hitman JABS him in the side again.

                                   CHARLIE
                         No... please...

               Again.  This one, a little more crippling.  Tears well in
               Charlie's eyes as the Hitman turns one last card, the letters
               in thick, bold, black print.

                                   CHARLIE
                             (choked, reading)
                         You have four days left.

               WHACK-!  SMASH to the head again.  SMASH...

               TO BLACK.

               As we FADE BACK IN, Charlie is lying unconscious on the
               floor.  A CROWD of people, men, women, restaurant employees,
               the two Secret Service Agents are gathered around.

               Rick in kneeling beside him.  Coaxing him back to life.  

                                   RICK
                         Charlie?  Wake up, buddy.

               Charlie suddenly jerks awake.  Breathing heavily.  He's
               defensive, then gets his bearings.  Masks the terror he was
               feeling.

               Charlie scans his eyes over the gathered crowd: what the
               fuck?  Settles his eyes on the embarrassed Secret Service
               Agents Quinn and Grover.

                                   RICK
                         Are you okay?

                                   CHARLIE
                         Sure.  I love taking naps on the
                         bathroom floors, right?

                                   RICK
                         Yeah.  You're fine.

               Charlie reaches out and GRABS Rick's shirt.  Yanks him close. 
               Real close.  Whispers into his ear.

                                   CHARLIE
                         Fire the Wonder Twins.

               Rick nods.

                                   CHARLIE
                         Rick, I have to go to Chicago.

               Rick nods again.



               EXT. AIRPORT - AFTERNOON

               A passenger jet floats to the runway.  Touchdown.



               INT. CAR RENTAL COUNTER - AFTERNOON

               A very pretty young CLERK hands him a set of keys.

                                   CLERK
                             (flirty)
                         Enjoy your stay in Chicago.

               Charlie raises an eyebrow.  Starts to speak.  Stops.  Focus,
               Charlie...

                                   CHARLIE
                         Maybe next time.  



               INT. BMW - LATE AFTERNOON (DRIVING)

               Only the best for our boy Charlie; even though its a rental,
               he's at home in this luxury ride, cigarette between his lips
               and a bluetooth in his ear...

               But as the surroundings grow darker... and the neighborhoods
               slowly deteriorate... Charlie's face sours.

               He picks out a piece or paper... a map.  With an address. 
               Says to himself, "This can't be right."

               Fishes out his cell phone and presses a button.  After a
               moment...

                                   RICK (V.O.)
                         Hey, Charlie.

                                   CHARLIE
                         So I have a little question for
                         you.

                                   RICK (V.O.)
                         Go for it.

                                   CHARLIE
                         When you printed out this map for
                         me... did you use Google, Yahoo or
                         "Take-a-Tour-Of-The-Shittiest-Part
                         Of-Chicago-dot-com?"

                                   RICK (V.O.)
                         Not everyone can afford to live on
                         the 42nd floor, Charlie.

                                   CHARLIE
                         No shit, dickhead.  But I'd settle
                         for a one level walk up someplace
                         where I'm not ninty-five percent
                         sure I'm going to get shot when I
                         get out of the car.

                                   RICK (V.O.)
                         Everyone knows you're bullet proof,
                         chief.

                                   CHARLIE
                         Gee, thanks.  How does my ass
                         smell, Rick?

                                   RICK (V.O.)
                         It's the right address.

                                   CHARLIE
                         You better be right.

               Charlie hits the "end" button.  



               EXT. SOUTH CHICAGO NEIGHBORHOOD - NIGHT

               The BMW slows to a stop outside a run down duplex.  Considers
               driving away, whether the person behind the wheel like it or
               not; yeah, even the car seems scared.

               Charlie lights another cigarette.  Mutters to himself as he
               exits...

                                   CHARLIE
                         Charlie Bright, 34, found mutilated
                         outside a run down...

               In the distance, a POLICE SIREN.

               Charlie flinches.  Then heads up the steps, his eyes scanning
               the adjoining buildings.  Ears, taking in the rattling urban
               sounds that he's only heard in movies.

               Hesitating for a moment, he raises his hand to knock when--

               The DOOR SWINGS OPEN.   

               And there she is... Lilly Quells.  A little older.  A little
               beaten down.  But her eyes are still clear.  

                                   CHARLIE
                         Hello, Lilly.  

               It takes a moment.  But then... she nods.  Smiles.  Charlie's
               eyes wash over her.  Skin smooth.  Hair, still golden blonde. 
               Her hands...

               WHAP-! smack Charlie across the face.  He stumbles back.

                                   LILLY
                         You... are a piece of shit.

               Charlie rubs his burning cheek.

                                   LILLY
                         Part of me didn't believe it.  Some
                         strange guy walking up to my door. 
                         Then, oh my God.  It can't be.  Am
                         I seriously going to get a chance
                         to smack Charlie Bright across the
                         face like I have been dreaming
                         about for years?  Really?  

                                   CHARLIE
                         I think we know the answer.

                                   LILLY
                         I'd tell you to go to hell but I'm
                         sure you already run the place.

                                   CHARLIE
                         I really only vacation there.  Can
                         I come in?

               She laughs.  Slams the door in his face.

                                   CHARLIE
                         I'll take that as a maybe.

               He knocks again.  The door swings back open and--

               WHAP-!  Lilly smacks him again.  Again he falls back and
               again she slams the door shut.

                                   CHARLIE
                             (nursing his face again)
                         Sonofa--

               A moment.  He knocks again.  Again the door swings open. 
               Again, her hand sweeps toward him face... but this time he
               ducks, swoops down and pivots right through the front door.



               INT. LILLY'S APARTMENT - CONTINUOUS

               He holds up his hands.

                                   LILLY
                         Get the hell out of my place or I'm
                         calling the cops.

                                   CHARLIE
                         Lilly, I just--

                                   LILLY
                         I will start screaming rape.  And
                         you know what happens when I yell
                         rape in this part of town?

                                   CHARLIE
                         They sell tickets?

                                   LILLY
                         Get the hell out.

                                   CHARLIE
                         Lilly, I know you hate me.  I know
                         I was a bastard to you.  I just
                         need five minutes and I will be out
                         of your life.  And trust me... you
                         are gonna want to hear what I have
                         to say.

               Lilly says nothing.  After a moment, she closes the door.

                                   LILLY
                         Five minutes.



               INT. LILLY'S APARTMENT - LIVING ROOM - LATER

               Oh, how to describe this decor; think Sears garage sale chic.

               Charlie sits on a questionable couch.  A little worried maybe
               about the mites he's picking up from the fabric.

                                   LILLY
                         I'm gonna get a beer.  

                                   CHARLIE
                         Okay.

                                   LILLY
                         Well.  Do you want one?

                                   CHARLIE
                         Sure.

               Lilly disappears into the kitchen.  Returns with two cans of
               Milwaukee's Best.  Cracks one open and hands it to Charlie.

                                   CHARLIE
                         Oh, thanks.

                                   LILLY
                         Sorry, I'm sure you're into all
                         that high end liquor.

                                   CHARLIE
                         Are you kidding?  Only the "best"
                         for me.

                                   LILLY
                         Ah, Charlie.  Still full of it.
                             (beat)
                         Damnit.  I forgot the straw.

                                   CHARLIE
                         The straw?

               She disappears back into the kitchen.  Charlie stares at the
               can.  Takes a sip-- yuck.

                                   LILLY (O.C.)
                         Crazy straws, crazy straws.  Where
                         are the damn crazy straws?

                                   CHARLIE
                             (softly, to himself)
                         Pretty much any straw you pick is
                         gonna work, lady.

               She reappears carrying two bendable "Crazy Straws".  Sticks
               one into Charlie's beer.  Then her own.  Starts sucking.

                                   CHARLIE
                         This is a... very nice place,
                         Lilly.

                                   LILLY
                         You're gonna waste your five
                         minutes B.S.ing about my Sanford
                         and Son furniture, go right ahead.

                                   CHARLIE
                         Well, lets be honest.  We both know
                         why I'm here.

                                   LILLY
                         Honestly, Chuck, I really don't
                         care.

                                   CHARLIE
                         No one calls me that anymore.  It's
                         Charlie.

                                   LILLY
                         Well, you'll always be Chuck to me. 
                         Chuck the Fu--

                                   CHARLIE
                         --all right, all right, you know
                         what?  If that's how you want to do
                         this.  

                                   LILLY
                         Do what?

                                   CHARLIE
                         Right, like you don't--

                                   LILLY
                         GET OFF THE GODDAMN COUCH!

               Charlie leaps to his feet as Lilly THROWS her beer can at a
               CAT that springs off the couch and scampers away.

                                   LILLY
                         Not you, Charlie.  You can sit.

               Wide eyed Charlie slowly sits again.

                                   LILLY
                         You were saying.

                                   CHARLIE
                         Right...

               Charlie takes a moment.  He's getting into character.  Eyes
               appear to well with tears.  He looks up to Lilly, ashen
               faced.  

                                   CHARLIE
                         I... I know what I did to you was
                         wrong.  I hurt you Lilly and you
                         have every right to hate me.  I
                         will not begrudge you that.  But
                         you have to know... that I am so
                         sorry for what I did.  

                                   LILLY
                         Are you kidding me?

                                   CHARLIE
                         I know you won't believe it... but
                         there's not a day that goes by that
                         I don't think of you.  Of us.  And
                         how special it was.  And how I
                         messed it all up.  Words can not--

                                   LILLY
                         --adequately express how deep my
                         regret goes.  Yeah, yeah.  

                                   CHARLIE
                         What?

                                   LILLY
                         Miss California.  I saw it.  I saw
                         you there with her.  On TV.  You're
                         screwing her aren't you?  I could
                         tell by the way you touched her
                         shoulder.  Jesus, you think you
                         could mix up the speech a little.

                                   CHARLIE
                         I mean it, Lilly.  

                                   LILLY
                         You're a bullshit artist, Charlie. 
                         I know what you do for a living.

                                   CHARLIE
                         That doesn't mean I can't
                         apologize.

                                   LILLY
                         That doesn't mean I have to accept
                         it.  And I don't.  

                                   CHARLIE
                         This is what you asked for.

                                   LILLY
                         Five minutes are up.

                                   CHARLIE
                         Great.  So now, what?  You're just
                         going to let him kill me?  That's
                         what you really wanted in the first
                         place, right?  This whole "sorry"
                         bit was just to get me here so he
                         could kill me, right?

               Lilly stands.

                                   LILLY
                         Charlie, I really don't know what
                         you're talking about.  It's time
                         for you to go.

                                   CHARLIE
                         Sure you don't.

               Charlie gets up and Lilly pulls him over to the front door.
               Opens it.

                                   LILLY
                         Have a good life, Charlie.  I take
                         that back.  Have a crumby life.

                                   CHARLIE
                         You forgot to add "what little time
                         you have left".  Didn't you?

               Lilly rolls her eyes.

                                   LILLY
                         Goodbye, Charlie.

               She shuts the door in his face.  Again.



               EXT. LILLY'S APARTMENT - CONTINUOUS

               Charlie shakes his head.  Turns and sees--

               Nothing: the BMW is gone.

               Charlie's face goes white.  Looks to the heavens.

                                   CHARLIE
                         Are you kidding me?!  It was a
                         rental!  

               Charlie's eyes scan the neighborhood... MENACING SHADOWS seem
               to creep closer.

               Charlie spins back to the door.  Knocks hard.

               The door swings open.  Again.

               This time Charlie is ready, both arms up, protecting his
               face.

                                   LILLY
                         What's wrong, you forget you
                         conscience?  Check your college
                         dorm, circa 1993.  I think you left
                         it there.

                                   CHARLIE
                         Someone stole my car.

               Lilly smiles.

                                   LILLY
                         That tends to happen to nice cars
                         around here.

                                   CHARLIE
                         Please, Lilly.  Just... call me a
                         cab.

                                   LILLY
                         Cabs won't come around here this
                         time of night.

                                   CHARLIE
                         Well... how the hell am I going to--

                                   LILLY
                         That's your problem.  Chuck.

               She swings the door shut.  Again.

               Charlie, at a complete loss as to what to do, feels the
               neighborhood closing in on him.  He sits by her door.  Pulls
               his legs up close.  Looks around, on the off chance a hero
               might be close.

               The door opens.  Again.

               Lilly has a coat on.  Keys in hand.

                                   LILLY
                         Looks like if I want you out of my
                         life again I'm going to have to
                         drive you there.

                                   CHARLIE
                         Thank you, Lilly.

                                   LILLY
                         Save it.  Not that the idea of you
                         trying to survive out here by
                         yourself didn't bring a smile to my
                         lips.  I want you gone.  This is
                         purely selfish.

                                   CHARLIE
                         Whatever.

               She leads him to the curb.  He stops.  Looks at her ride.

                                   LILLY
                         What?

                                   CHARLIE
                         You have a... K Car?

                                   LILLY
                         A nice reliant automobile.  Get in.



               INT. LILLY'S K CAR - NIGHT (DRIVING)

               Silence.  Just the overbearing roar of the aging engine. 
               Charlie picks his teeth.  Looks to Lilly.  She does not look
               back.

                                   CHARLIE
                         Smooth ride.

                                   LILLY
                         I know you lie for a living,
                         Charlie.  But does it ever bother
                         you to not be physically able to
                         tell the truth?

                                   CHARLIE
                         Not really.

               Lilly sighs and shakes her head.

                                   CHARLIE
                         I do appreciate this.

                                   LILLY
                         I don't care.

               More silence.

                                   CHARLIE
                         So... what are you doing these
                         days?  For work?  Back in college I
                         remember you were all charged up
                         about law school but I'm guessing
                         that... probably didn't happen.

                                   LILLY
                         You think?

                                   CHARLIE
                         So... what do you do?

                                   LILLY
                         I'm not going to tell you.

                                   CHARLIE
                         Why not?

                                   LILLY
                         You don't need any more ammunition.

                                   CHARLIE
                         I'm not as bad as you think I am,
                         you know.

                                   LILLY
                         Yes.  Yes you are.

                                   CHARLIE
                         I'm really not.

               Pause.

                                   LILLY
                         I work at Dunkin' Donuts.

                                   CHARLIE
                         Oh.

               Charlie fights back the grin.  She notices it.

                                   LILLY
                         Go ahead.

                                   CHARLIE
                         I wasn't gonna say anything.

                                   LILLY
                         It pays the bills.  And I can look
                         at myself in the mirror in the
                         morning.

                                   CHARLIE
                         So can I.

                                   LILLY
                         Vampires don't have a reflection,
                         Charlie.  Everybody knows that.



               EXT. MOTEL 6 - NIGHT

               On the edge of sketchy-town, near nowheresville.  The El
               tracks stretch above.  Lilly's K Car parks. 



               INT. LILLY'S K CAR 

               Charlie furrows his brow...

                                   CHARLIE
                         I don't need a five star hotel, of
                         course.  But I was thinking... I
                         dunno, one star.  Half a star,
                         maybe.

                                   LILLY
                         This is as far as I'm taking you. 

                                   CHARLIE
                         No, don't get me wrong.  I'm
                         grateful for the ride.  You should
                         let me... buy you lunch sometime.

                                   LILLY
                         Sure.  How about never?  Does never
                         work for you?

                                   CHARLIE
                         I'll be getting out then.

               He gets out.  

                                   CHARLIE
                         Thanks again.

               Lilly doesn't register a thing.  Hits the gas.



               EXT. MOTEL 6 - NIGHT

               Charlie slopes over to a half-sleeping DESK CLERK.  Taps on
               the window and 'bout near gives the poor guy a heart attack.

                                   DESK CLERK
                         What can I get you?

                                   CHARLIE
                         Yes, I'll have the filet mignon.  A
                         side of roasted garlic green beans
                         and-- 

                                   DESK CLERK
                         Huh?

                                   CHARLIE
                         People come up here, they usually
                         need more than just a room?

                                   DESK CLERK
                         You don't need to be a smart ass,
                         son.

                                   CHARLIE
                         I know I don't need to.  I like to. 
                         One room.  Just for tonight.

               The Clerk punches it out.

                                   DESK CLERK
                         Forty-seven dollars.

               Charlie takes out his wallet.  Hands over a gold American
               Express.

                                   DESK CLERK
                         We don't take American Express.

                                   CHARLIE
                         What do you mean you don't take
                         American Express?  Everyone takes
                         American Express.  That's why they
                         tell you not to leave home without
                         it.

                                   DESK CLERK
                         Well I don't take it.

                                   CHARLIE
                         It's the only card I have.  

                                   DESK CLERK
                         Well, in this particular case, I
                         believe they should say "American
                         Express.  Don't leave home."

                                   CHARLIE
                         I will give you five hundred
                         dollars tomorrow for one room.  One
                         night.  I am a very rich man and--

                                   DESK CLERK
                         You're a smart ass.

                                   CHARLIE
                         Fine, I'm a very rich smart ass. 
                         Please.  I'll go to an ATM
                         tomorrow.  Please...
                             (beat)
                         ...I need your help.  Help me.

               Charlie's so goddamn genuine again.  The Desk Clerk considers
               the offer.

                                   DESK CLERK
                         You promise?

               Charlie smiles.

                                   CHARLIE
                         You have my word.



               INT. MOTEL ROOM - NIGHT

               Down to his underwear, the TV on (Letterman) and the
               bluetooth in his ear, Charlie scratches an itchy part.

                                   CHARLIE
                         I'm telling you.  She's cookoo.



               INT. OFFICE - NIGHT

               Rick Garcia has phone pressed to his ear, legs up on his 
               desk. 

                                   RICK
                         That bad, huh?



               INT. MOTEL ROOM 

               DIRECTOR: INTERCUT as you like.

                                   CHARLIE
                         Nuts as ever.  I kept waiting her
                         to walk back into the room in a
                         clown suit trying to convince me to
                         follow her into the basement.

                                   RICK
                         So she wouldn't accept the apology.

                                   CHARLIE
                         Not yet.

                                   RICK
                         Yet?

                                   CHARLIE
                         When's the last time you saw me
                         give up?  I'm on a mission, pal. 
                         It's time to make the doughnuts.

                                   RICK
                         Huh?

                                   CHARLIE
                         I'll call you tomorrow.

               Charlie ends the call.  Settles into his bed and turns up the
               volume.

                                   CHARLIE
                         Time to make the doughnuts.



               FADE TO BLACK.

               A FINGER slides down an open phone book.  To "D".  Stops at
               the ten listings for "Dunkin' Donuts"



               INT. MOTEL ROOM - MORNING

               Charlie is up and back on the phone.

                                   CHARLIE
                             (on the phone)
                         Hi, yes, I'm looking for a Lilly
                         Quells?  No?  Okay, thank you.

               Hangs up.  Dials again.

                                   CHARLIE
                         Hi, is there a Lilly Quells that
                         works there?



               INT. CAB - MORNING

               The DRIVER has taken Charlie's destination request to engage
               in a free-flowing conversation about the importance of
               doughnuts in the diet.

                                   DRIVER
                         Glazed are good.  And jelly, of
                         course.  I like jelly.  They put
                         all sorts of things in doughnuts
                         now.  I tried one with cream cheese
                         in it once.  Cream cheese ones give
                         me diarrhea.

                                   CHARLIE
                         Can you just... please stop
                         talking.

               Charlie's cell phone chimes in.  Charlie checks the number. 
               Sighs.

                                   CHARLIE
                             (into phone)
                         Hi, baby.  How's the treatment
                         going?



               INT. REHAB CLINIC 

               Britney, in a gown, looks terrible.  Ashen faced, puffy eyes. 
               Trembling.  She weeps into the pay phone receiver.

                                   BRITNEY
                         You gotta get me outta here,
                         Charlie!  I am dying.



               INT. CAB 

                                   CHARLIE
                         You're not dying, baby.

                                   BRITNEY
                         It's awful here.  They won't even
                         let me have aspirin!  And I have
                         bad cramps right now, Charlie.    

                                   CHARLIE
                         You'll be fine.  Only 25 more days
                         to go.

                                   BRITNEY
                         I swear to God, Charlie, you get me
                         outta here or you are fired.  This
                         is not what I signed up for.  You
                         promised this was going to be easy. 

                                   CHARLIE
                         Look, sunshine, I wasn't the one
                         who got caught high on mushrooms
                         french kissing Paris Hilton at Sky
                         Bar, okay?  You did this to
                         yourself.

                                   BRITNEY
                         I swear to God--

                                   CHARLIE
                         Okay, baby, goin' into a tunnel. 
                         Talk to you later.

               He hangs up as the cab stops outside Dunkin' Donuts.

                                   DRIVER
                         Girl, trouble, huh?  Boy, I know
                         what that's like.

                                   CHARLIE
                         Tell you what, Ahmed.  Why don't
                         you come inside and I'll buy you a
                         cream cheese filled doughnut. 
                         Would you like that?

               The Driver, apparently, does not appreciate sarcasm.

                                   DRIVER
                         Six bucks.

                                   CHARLIE
                         Here's ten.  Buy yourself a sense
                         of humor.

               Charlie splits.



               EXT. DUNKIN' DONUTS - MORNING

               The cab peels away and Charlie settles himself.  Hair? 
               Check.  Clothes?  Check.  Teeth?  He gives them a rub with
               his finger and heads inside...



               INT. DUNKIN' DONUTS - CONTINUOUS

               A vomitus explosion of orange and pink with a thick, sugary
               taste to the air.  

               Charlie immediately spots Lilly, working the counter. 
               Smiles.  Glides over and stands in line behind two OTHER
               PEOPLE.

               After a moment, its his turn.  Lilly looks up.  Sees him. 
               Shakes her head.

                                   LILLY
                         Charlie, what part of go crawl into
                         a deep dark hole and die didn't you
                         understand?

                                   CHARLIE
                         Can't very well do that on an empty
                         stomach, now can I?  Had a
                         hankering for some bear claws.

                                   LILLY
                         You're stalking me.

                                   CHARLIE

                         No, I just need to talk to you.

                                   LILLY
                         We're done talking.  Zeus!

               Charlie looks perplexed; why has Lilly invoked the name of
               the god and ruler of Mount Olympus? 

               ZEUS JACKSON, store manager, and frightening tower of a man
               with arms thick as his neck, chest nearly bursting out of his
               Dunkin' Donuts uniform, appears from the back.  He scowls at
               Charlie.

                                   ZEUS
                         What's the problem?

                                   LILLY
                         This customer is being rude.

                                   CHARLIE
                         Rude?  I'm not being--

                                   LILLY
                         And he won't leave.  I've asked him
                         several times.

                                   ZEUS
                             (menacing)
                         Is that so?

                                   CHARLIE
                         Zeus, huh?  You don't look Greek.

                                   ZEUS
                             (even more menacing)
                         Get outta my store.  Now.

                                   LILLY
                         You better do it, Charlie.  Zeus
                         likes to break thinks.  And people.

               With that, Zeus crushes a cruller in his hand.

                                   CHARLIE
                         No need to take your anger out on
                         the pastry, Zeus.  I'll leave. 
                         I'll be right outside, Lilly.  Let
                         me know when you're available.

               Charlie backs slowly away to the door.

               Lilly watches him go.  Stares as he stands outside, in the
               cold, pacing.

                                   ZEUS
                         You know him?

                                   LILLY
                         Ex-boyfriend.  

                                   ZEUS
                         Want me to cripple him?

                                   LILLY
                         Not yet.



               EXT. DUNKIN' DONUTS - LATER

               Hours pass, but Charlie is still pacing outside the store. 
               Finally, Lilly steps outside.

                                   LILLY
                         You're not going to give up, are
                         you?

               Charlie smiles.

                                   CHARLIE
                         Just lunch, Lilly.  Please.



               INT. BURGER KING - DAY

               A look of abject terror on Charlie's face as he stares... at
               a picture of "the" Burger King.

               He and Lilly are in line at the counter.

                                   LILLY
                         What's wrong?

                                   CHARLIE
                         Nothing.  It's... nothing.  Are you
                         sure you want to eat here?  I can
                         take you wherever--

                                   LILLY
                         Not swanky enough for you, I
                         realize that, Charlie.  But this is
                         what I can afford and you're not
                         going to get the satisfaction of
                         buying me anything.
                             (to Clerk)
                         I'll have a number four. 



               INT. BURGER KING - LATER

               Charlie and Lilly sit across from one another at a thin table
               near the center of the dining room. 
               He stares wide-eyed as she pulls french fry after french fry
               and lines them up on her tray, end to end, in a train that
               surrounds the rest of her meal.

               Lilly next opens up four catsup packets and places them in
               each corner of the tray.

               Next she opens her purse and produces a "Crazy Straw",
               replacing the sane straight straw that's currently in her
               diet soda.

                                   CHARLIE
                         Everything okay, Lilly?

                                   LILLY
                         Yes.  Why?

                                   CHARLIE
                         I thought maybe you were doing some
                         sort of art project there.

                                   LILLY
                         I have routines.  You know that.

                                   CHARLIE
                         Guess I forgot.

                                   LILLY
                         You seem to have forgotten a lot of
                         things, Charlie.

                                   CHARLIE
                         Such as?

                                   LILLY
                         When I told you I never wanted to
                         see you again.  Twelve years ago. 
                         Last night.

                                   CHARLIE
                         But, I know.  That's why I'm here.

                                   LILLY
                         That makes sense.  I tell you I
                         never want to see you again, so I
                         keep seeing you.  Do you like
                         living in opposite land?  Do I have
                         to tell you that I want to see you? 
                         Will that make you go away?

                                   CHARLIE
                         Right.  I'm the crazy one.   
                             (beat)
                         Lilly... I know.

                                   LILLY
                         You know what?

                                   CHARLIE
                         I know.

                                   LILLY
                             (slowly)
                         You... know... what?

               Charlie furrows his brow.  Cocks his head.  

                                   CHARLIE
                         You don't know.

                                   LILLY
                         Is this some sort of game?

                                   CHARLIE
                         Lilly... I can't tell you why.  But
                         I need you to listen to me.  I am
                         sorry.  Truly.  And I need you to
                         accept my apology.

                                   LILLY
                         Why?

                                   CHARLIE
                         I just need you to do it.  Then I
                         will be outta your life so fast
                         you'll think I had a jet rocket
                         stuffed up my ass.

               Lilly smiles.

                                   LILLY
                         Now that's something I'd pay to
                         see.



               EXT. SIDEWALK - LATER

               You don't so much stroll down this street as walk quick and
               don't make eye contact with strangers.  Even so, you could
               say that Charlie and Lilly are strolling.  Walking her back
               to work. 

                                   LILLY
                         Fine, Charlie.  I give up.

                                   CHARLIE
                         You give up?

                                   LILLY
                         I accept your apology.

               Charlie stops.  Excites.

                                   CHARLIE
                         Really?!

                                   LILLY
                         Yes.  If that means you will leave
                         me alone.  For real.  Forever.

                                   CHARLIE
                         I will.  I promise.

                                   LILLY
                         Your promises mean nothing.  All
                         the same, I accept your apology.

                                   CHARLIE
                         And you'll tell that to... anyone
                         who asks?

                                   LILLY
                         Who's going to ask?

                                   CHARLIE
                         I don't know.  But if anyone did,
                         you'd say--

                                   LILLY
                         Yes.  I forgive you.

               He looks at her.  For the first time so far, really looks at
               her.  It's a moment suspended.  She really is truly lovely. 
               His heart skips a beat, maybe.

               Back to reality--


                                   CHARLIE
                         One last question.  Your brother
                         Lance.  Where is he living
                         nowadays?

                                   LILLY
                         Why?

                                   CHARLIE
                         Just curious.

               Lilly squints her eyes.

                                   LILLY
                         He lives in the apartment above me.

               Charlie nods.

                                   CHARLIE
                         Oh course he does.  Thank you,
                         Lilly.  You'll never see me again.

               She smiles.

                                   LILLY
                         One can dream.

               She leaves him... heads back inside the Dunkin' Donuts.

               He is frozen, watching her.  Nods.  Sees Zeus inside the
               store flip him the bird.

               Charlie waves to Zeus.  Bye bye.



               FADE TO BLACK.



               INT. CAB - AFTERNOON

               Charlie, back in the backseat of a cab, on his way back to
               the motel, back on the phone.

                                   CHARLIE
                         It wasn't her idea, I don't think. 
                         I know people, Rick.  I looked in
                         her eyes and she had no idea.

                                   RICK (V.O.)
                         But she accepted the apology.

                                   CHARLIE
                         Yeah.  It was actually a lot easier
                         than I thought it was going to be. 
                         I almost... kind of wish it was. 
                         I forgot how much... how much I
                         enjoyed her.  Weird as she is.

               Charlie's mind drifts.  Catches himself.  Shakes it off.

                                   RICK (V.O.)
                         So what's the plan now?

               The cab stops.  Charlie shoves some cash into the Drivers
               hand and gets out.



               EXT. MOTEL 6 - CONTINUOUS

               Charlie head to the Desk Clerk.

                                   CHARLIE
                         The plan is, I'm gonna check out of
                         this crappy motel, get on a plane
                         and head back to my warm
                         comfortable life.

                                   RICK (V.O.)
                         What about Lance?

                                   CHARLIE
                         I'll deal with that loser later.  I
                         know where he is.  I can bide my
                         time.  Come up with something
                         especially weird to have someone do
                         to him.  Rick, I gotta go.  Call
                         you when I'm back in New York.

               Charlie ends the call and raps on the Desk Clerk's window,
               startling the guy again.

                                   CHARLIE
                         You sleep a lot, don't you?

                                   DESK CLERK
                         What can I get you?

                                   CHARLIE
                         I'm checking out.  Just need to get
                         some stuff out of my room.

               The Desk Clerk scribbles on some papers.

                                   DESK CLERK
                         Okay, that'll be five-hundred forty
                         seven dollars.

               Charlie peels out... just a few bills from his wallet.

                                   CHARLIE
                         Here's forty-seven.

                                   DESK CLERK
                         You promised me five hundred!

                                   CHARLIE
                         I do that sometime.  Sorry.  

               Charlie slides away.



               EXT. MOTEL ROOM - MOMENTS LATER

               Charlie keys open the door and swings it open to see--

               The room is TRASHED!  His jaw drops as he steps inside...



               INT. MOTEL ROOM 

               He scans the walls.  On one, written in red spray paint, the
               words: NOT GOOD ENOUGH!

                                   CHARLIE
                         What the--

               WHACK-! a pipe slams against the back of his head.



               SMASH TO BLACK.



               INT. MOTEL ROOM - NIGHT

               A familiar scene for poor Charlie: he's tied to a chair, arms
               now bound by sheets behind his back.  Feet tied together with
               pillow cases.

               He slowly comes to.

               There, on the edge of the bed, is the HITMAN.  Wearing his
               familiar uniform of black.  Ski mask over his head.

               Metal voice-altering machine in hand.

                                   HITMAN
                         Hello, Charlie.

                                   CHARLIE
                         No cards this time?  I liked the
                         cards better.

               The Hitman shakes his head.

                                   CHARLIE
                         I apologized.  Like you asked.  And
                         she accepted it, Lance.

                                   HITMAN
                         I'm not who you think I am,
                         Charlie.

                                   CHARLIE
                         I've done what you asked!  I
                         apologized!  She accepted!  

               The Hitman shakes his head again.

                                   CHARLIE
                         What?!

                                   HITMAN
                         You can't apologize for something,
                         bright boy.  Unless you know what
                         you're apologizing for.

               The Hitman takes out another index card.  Shows it to
               Charlie. 

               Without having to be encouraged, Charlie reads it aloud.

                                   CHARLIE
                         Three days.

               The Hitman nods.  Stands.  Leaves.

               Charlie waits a moment.  Then starts shouting!

                                   CHARLIE
                         Help!  Someone help me!  Help!

               A few more moments pass.  Then, someone comes to the door. 
               Slides in a key and opens it...

               It's the Desk Clerk.  He stares at Charlie for a moment.

                                   DESK CLERK
                         This not surprise me.

                                   CHARLIE
                         Please, help me!  Untie these
                         sheets.

                                   DESK CLERK
                         I don't think so.

               The Desk Clerk closes the door.

               Charlie settles.

                                   CHARLIE
                         Damnit.



               INT. MOTEL ROOM - LATER

               Charlie keeps working his hands, trying to undo the knots. 
               He's having no luck.

               He leans back farther.  The chair tips as his hands reach
               down.

               Suddenly loses his balance!  The chair tips over.  And
               Charlie cries out as he crashes to the ground... yes,
               breaking the chair and setting him free.

                                   CHARLIE
                         Of course it did.



               EXT. MOTEL 6 - LATER

               Charlie approaches the Desk Clerk's booth, wallet out.

               The Clerk smiles.

                                   DESK CLERK
                         Got outta your prediciment, I see.

               Charlie pulls out a stack of hundred dollar bills.  Five of
               them.  Pushes the money at the Clerk.

                                   CHARLIE
                         There.  Five hundred dollars.  Just
                         like I promised. 

               Charlie starts to walk away.  Spins back and wags a finger at
               the Clerk.

                                   CHARLIE
                         You know, the next time you see me
                         in a situation like that... I
                         expect some help.

               The Clerk just counts his bonus.



               INT. BAR - NIGHT

               A dive by all dive standards-- Charlie is one of only two
               customers in the place, each perched at the counter sipping
               away their sorrows.

               Charlie... we can start to tell... is a little drunk.  And
               he's muttering to himself.

                                   CHARLIE
                         ...said to apologize to her and I
                         did... now stupid... what am I
                         apologizing for... ridiculous...

               The BARTENDER approaches.

                                   BARTENDER
                         You say somethin', pal?

               Charlie looks up from his shot.

                                   CHARLIE
                         I am sorry, okay!

                                   BARTENDER
                         Okay, buddy.

                                   CHARLIE
                         Don't I look sorry?!

                                   BARTENDER
                         I think you look hammered.

                                   CHARLIE
                         Well I am!  And I am sorry!  I am
                         the king of sorry!  Let me tell you
                         what, you cheat on your wife?

                                   BARTENDER
                         Don't have a wife.

                                   CHARLIE
                         Girlfriend?  Or are you gay?

                                   BARTENDER
                         Hey, watch it, pal.  I don't wanna
                         have to hit you.

                                   CHARLIE
                         Doesn't matter.  Point is... if you
                         did cheat... or you got caught
                         shoplifting... or you, uh, you shot
                         someone... and you needed to
                         apologize about it?  I'm your man! 
                         I am the man.  Got it?  Don't tell
                         me I don't know how to apologize.

                                   BARTENDER
                         Settle down, buddy.  No one's
                         telling you anything.

                                   CHARLIE
                         I'll give you an example... what's
                         your boyfriend's name?

               WHAP-!  The bartender decks Charlie.  Sends him crashing to
               the ground.

               CHARLIE... flat on his back, nods.

                                   CHARLIE
                         I'm sensing a theme today.



               EXT. LILLY'S APARTMENT - NIGHT

               A drunk Charlie stumbles up the front steps, to Lilly's door. 
               Burps.  Knocks.

                                   CHARLIE
                             (slurring)
                         Lilly... guess whoooo...

               Keeps rapping.  Finally, the door opens.

                                   LILLY
                         I knew it was too good to be true.

                                   CHARLIE
                         I know.  I know.  But guess what? 
                         When I apologized before... it
                         turns out... I didn't know what I
                         was apologizing for.  So it doesn't
                         count.  Can you believe that? 
                         So now I have to know why I am such
                         a bastard that you want me dead.

                                   LILLY
                         You're drunk, Charlie.

                                   CHARLIE
                         Clearly.  And you are pretty.

               Lilly is not amused.

                                   LILLY
                         How did you get here, Charlie?

                                   CHARLIE
                         I... walked.

                                   LILLY
                         You walked here?  Through this
                         neighborhood?  By yourself?

                                   CHARLIE
                         Yeah, it's really not that bad.  I
                         bumped into these two guys and, for
                         a moment, I thought, oh no, I'm
                         dead.  But... it turned out they
                         just wanted my wallet.  Which was
                         cool.

               Lilly sighs.

                                   LILLY
                         Come inside.

               He smiles, nods and heads inside.

                                   CHARLIE
                         Okeydokey.

               Lilly shuts the door.



               INT. LILLY'S APARTMENT - LIVING ROOM - NIGHT

               Charlie collapses on the couch.

                                   CHARLIE
                         If it's so bad... why do you live
                         here then?

               Lilly crosses into the kitchen to pour Charlie a glass of
               water.

                                   LILLY (O.C.)
                         I'm poor, Charlie.  Or hadn't you
                         noticed.

                                   CHARLIE
                         No.  I noticed.  Believe me, I
                         noticed.  You are one broke lady.

               Lilly appears and hand him the glass of water.  He stares at
               it.

                                   CHARLIE
                         No crazy straw?

                                   LILLY
                         I'm all out.

                                   CHARLIE
                         You're all out of crazy?

                                   LILLY
                         Drink the water.  Then I'll give
                         you a ride back to the motel.

               Charlie takes a sip then sets the water down.  Lilly starts
               to pace the room.

                                   CHARLIE
                         No!  No, I need to know what I did
                         to you that was so bad.

                                   LILLY
                         You don't need to know anything.

                                   CHARLIE
                         You're wrong.  I do.  I need to
                         know why you hate me so much
                         because somebody out there, and I'm
                         pretty sure I know who it is, wants
                         me to know.  And now, to be honest,
                         with all the fuss that's been put
                         up around it, I think I kind-a want
                         to know too.

                                   LILLY
                         No you don't, Charlie.

               No Charlie stands.  A little wobbly, but stands nonetheless.

                                   CHARLIE
                         Yes!  I want to know.  I broke your
                         heart.  Fine.  People get over
                         that.  Normal people.  But there's
                         something else, isn't there?  What
                         did I do that makes you hate me so
                         much?  

                                   LILLY
                         ...Charlie...

                                   CHARLIE
                         What is it?!

                                   LILLY
                         I was pregnant!

               Sudden silence.

                                   LILLY
                         Yeah, Charlie.  You knocked me up.

               Charlie slowly lowers himself back into the couch.  Sobers
               up, but fast.

                                   CHARLIE
                         Mine?

                                   LILLY
                         C'mon, Charlie.  You know you were
                         my first.  My only.  
                             (beat)
                         I found out right after we broke
                         up.  Tried to tell you but... you
                         won't answer when I called.  I
                         would come by but you'd, what, hide
                         in the closet?  Wasn't that it?

                                   CHARLIE
                         I'm sorry.

                                   LILLY
                         Sure you are.

               Lilly is know back in that place.  The words fall out of her
               mouth.

                                   LILLY
                         I didn't know what to do.  You were
                         gone.  My parents were gone.  I
                         couldn't tell my brother. 
                         I couldn't tell anyone.  So as much
                         as I couldn't stand the thought...

                                   CHARLIE
                         You had a...

                                   LILLY
                         I had an abortion, yes.  But things
                         got fucked up.  And when it was
                         over... the doctors told me I never
                         had to worry about something like
                         this happening again.

               Charlie buries his face in his hands.

                                   CHARLIE
                         Oh my God...

               Tears start to well in Lilly's eyes.

                                   LILLY
                         Wait, Charlie.  It gets better.
                             (beat)
                         You see after something like that
                         happens... you don't feel so good. 
                         Sometimes you think about doing
                         things.  Like sitting in a car...
                         with the engine on... parked in a
                         garage.  Or taking medicine.  Lots
                         and lots of medicine.

               Charlie's face is pale.

                                   LILLY
                         Three years, Charlie.  Three years
                         in the hospital before they decided
                         I was fit to walk among the rest of
                         human kind.  And every day you know
                         what I thought about?

                                   CHARLIE
                         I can guess.

                                   LILLY
                         Don't you dare.  
                             (beat)
                         I thought... what color his eyes
                         would have been.  Would they be
                         blue like yours?  Or green like
                         mine.  Would his hair have been
                         curly... or straight? 
                         What would he have looked like,
                         Charlie?  When he smiled.  

               Charlie, too, starts to cry.

                                   CHARLIE
                         I had no idea.

                                   LILLY
                         How could you?  You never stopped
                         long enough to see what the rest of
                         us were doing.  You weren't the
                         only one with dreams, Charlie.
                             (beat)
                         You're just the only one whose
                         dreams came true.  
                             (beat)
                         And that's why I'm mad at you. 
                         Because every time I see you... I
                         know I still... care about you.  I
                         guess.

               Lilly breaks down now.

               Charlie slowly rises to his feet.  He crosses to Lilly. 
               Hesitates.  Reaches a hands down.  To her face.  Her hand
               reaches up.  Takes his.

               He pulls her to her feet.  They embrace. Begin... to kiss. 
               Slowly at first.  The passion rises.

               Suddenly, Charlie breaks away.

                                   CHARLIE
                         I can't...

                                   LILLY
                         Can't what?

                                   CHARLIE
                         I can't hurt you again.

                                   LILLY
                         You will hurt me more... if you
                         leave.

               Charlie, numb, crosses to her again.  Pauses a moment.

               Then, they lock.  Animal like.  The noises, sights.  Clothes
               shred.  Naked bodies... kids, cover your eyes... Naked bodies
               entangle.  Charlie and Lilly collapse to the ground. 
               And though we might like to see what happens next, the screen
               fades



               TO BLACK.



               INT. LILLY'S BEDROOM - NIGHT

               Charlie and Lilly lie side by side.  Post-coital amazement.

                                   CHARLIE
                         Don't disappear under the bed, now.

               Lilly breaks out in contagious laughter.

                                   LILLY
                         That was silly.  I know that now,
                         you know?

                                   CHARLIE
                         Sure you do.

               They both smile.

                                   LILLY
                         I've missed you.

               Charlie nods.

                                   CHARLIE
                         It's strange.  

                                   LILLY
                         What is?

                                   CHARLIE
                         I couldn't have come here with the
                         intention of finding myself where I
                         am now.  And still, I'm pretty
                         happy about how it worked out.

                                   LILLY
                         This is a foreign concept to you?

                                   CHARLIE
                         Pretty much.

                                   LILLY
                         You plan too much.  You know how to
                         make God laugh, right?

               Charlie nods.

                                   CHARLIE
                         Knock-knock joke.

               Lilly laughs.

                                   LILLY
                         Have a plan, silly.  Life is
                         random.  Happiness can come from
                         unexpected places.

                                   CHARLIE
                         Not in my experience.

                                   LILLY
                         Only fools rush in, right?

                                   CHARLIE
                         Stop.

                                   LILLY
                         Sing it.  Please!  It was our song--

                                   CHARLIE
                         I know.

                                   LILLY
                         I never had a "song" with anyone. 
                         You used to make me melt when you
                         sang that to me.  You sang it to me
                         on our first date.

                                   CHARLIE
                         I have a horrible voice.  I don't
                         even know why you would want that.

                                   LILLY
                         Please...

                                   CHARLIE
                         No.  I will give you something
                         else.  Something I hardly ever
                         give.

                                   LILLY
                         What's that?

               His head disappears under the covers.  Lilly laughs.  Then
               starts to squirm.

                                   LILLY
                         Oh, Charlie...



               INT. LILLY'S APARTMENT - MORNING

               Sunlight peeks through windows unseen lighting the path from
               the front door to the back hall leading to the kitchen.

               Silence.

               In the back, in the hallway, Lilly appears wearing nothing
               but a long tee shirt.

               She disappears into the kitchen.  We hear the water run.  A
               glass of water drunk.  

               A door knock.

               Lilly crosses back into our sight to the front door.  Opens.

                                   LANCE
                         Hey, cutie.

               LANCE QUELLS steps into the apartment.  Notice: a strong man,
               slightly overweight.  Bit of a brick, both downstairs and up. 
               Steps a little too deliberately.  Almost on tip-toes.

               He carries a bunched up paper bag.

                                   LILLY
                         Hey, hansome.

               At the end of the hall, Charlie appears, in underwear only. 
               Rubs sleep from his eyes as he heads toward Lilly.

                                   CHARLIE
                         Morning, sunshine.

               Charlie's eyes clear.  Sees Lance.  He freezes.  I mean,
               locks up!  Then stumbles back over his own feet.  To the
               kitchen.

                                   LANCE
                         Who is that?

               Lilly rushes off to the kitchen.



               INT. LILLY'S KITCHENM - CONTINUOUS

               Charlie stands prepared: a spatula in one hand.  A large
               spoon in the other.  He looks terrified.

                                   LILLY
                         What's wrong?!

                                   CHARLIE
                         He's come to kill me.

               Lance appears in the doorway and cocks his head.

                                   LANCE
                         Hey.


                                   CHARLIE
                         Stay the fuck away from me you
                         psycho!

                                   LILLY
                         Charlie!

                                   LANCE
                         Who is this?

                                   LILLY
                         Charlie Bright.  An ex-boyfriend
                         from college.

               Lance takes a moment to think.

                                   LANCE
                         Oh.

                                   CHARLIE
                         You see?!  He's gonna kill me!

                                   LILLY
                         Charlie, no!

                                   LANCE
                         What are you gonna do, Charlie? 
                         Spoon me?

                                   LILLY
                         Lance, wait in the living room!

               Lance shrugs his shoulders.  Disappears.

               Lilly crosses to Charlie.  Leans close.  They speak only in
               whispers.  

                                   LILLY
                         What the hell was that?  What are
                         you talking about someone's going
                         to kill you?

                                   CHARLIE
                         I was scared.

                                   LILLY
                         Who are you afraid of?  Ever since
                         you came here you've been talking
                         about--

                                   CHARLIE
                         Nothing.  I'll...

                                   LILLY
                         I know you, Charlie, don't lie to
                         me.

               Charlie covers.

                                   CHARLIE
                         He saw me with his sister, clearly. 
                         He knows we...
                             (beat)
                         And with everything that's happened
                         to you...

                                   LILLY
                         He doesn't know.

               Even more hushed than before...

                                   CHARLIE
                         Doesn't know what?

                                   LILLY
                         He doesn't know what happened to
                         me.  The thing.  The everything I
                         told you.

                                   CHARLIE
                         You were in a hospital for three
                         years!  How does he not know what
                         happened to you for three years!?

               Beat.

                                   LILLY
                         I told him I was on vacation.

                                   CHARLIE
                         For three years!?  

                                   LILLY
                         He's not very smart.  

               Okay, Charlie nods.  Looks at the crumpled paper bag.  Still
               whispering.

                                   CHARLIE
                         What's that?

                                   LILLY
                         Birth control pills.

                                   CHARLIE
                             (angry, still hushed)
                         I thought you said--

                                   LILLY
                         I told you.  He doesn't know.

                                   CHARLIE
                         What kind of brother picks up his
                         sister's birth control pills? 
                         That's sick.

                                   LILLY
                         He's concerned.  He still thinks
                         I'm sexually active.

                                   CHARLIE
                         Ew!  He's your brother!

                                   LILLY
                         He's very concerned.  And this
                         incident probably makes all his
                         concerns justified.  He worries
                         about these things.

                                   CHARLIE
                         Ew!

               Lance calls out from the living room.

                                   LANCE
                         Everything okay?

                                   LILLY
                         Fine!  We'll be right there.
                             (to Charlie, hushed)
                         Be cool.  And you owe me a big
                         explanation.

               Charlie slowly nods.



               INT. LILLY'S KITCHEN - MORNING

               An uncomfortable silence as the three of them sit and eat
               breakfast at a small Formica table.

               Lance takes a bite of eggs and cheese.  Smiles halfheartedly
               at Charlie.

               Charlie, disearnestly, smiles back.

               Lilly looks uncomfortably at the whole scene.

               Finally, Charlie, between bites, suspiciously, speaks:

                                   CHARLIE
                         So... Lance.  Where are you working
                         these days?

               Lance seems a bit dim.  Talks with his mouth full.

                                   LANCE
                         Fosters.  In the warehouse.

                                   CHARLIE
                         Chicken?

               Lance takes offense.

                                   LANCE
                         Screw you, I ain't chicken 'bout
                         anything!

                                   CHARLIE
                         I mean where you work.  Fosters
                         Chicken?

                                   LANCE
                         Beef.

                                   CHARLIE
                         Sorry.  I haven't heard of Foster's
                         Beef.

                                   LANCE
                         That's probably why they goin'
                         outta business.

               Silence.  Charlie gets back to his breakfast.

                                   CHARLIE
                         Sorry.

                                   LILLY
                         He'll find something else, won't
                         you?

               Charlie cringes a little: why do they keep calling each other
               "babe"?

                                   LANCE
                         So... you dating my sister again?

                                   CHARLIE
                         Huh?

                                   LILLY
                         Lance, that's not appropriate.

                                   CHARLIE
                         Well, I don't--

                                   LANCE
                         Why not?!

               Lance starts to get agitated, it seems.  Charlie gets
               uncomfortable.  

                                   LANCE
                         You live here now?  In Chicago?

                                   LILLY
                         No, Lance--

                                   LANCE
                         You just usin' her?

                                   CHARLIE
                         No!

               Charlie's cell phone rings.  He snaps it up without looking
               at the number calling.  Probably should have...



               INT. REHAB CLINIC - MORNING

               Britney is back on the pay phone.

                                   BRITNEY
                         Hey, baby...



               INT. LILLY'S KITCHEN

               Charlie tenses up.

                                   CHARLIE
                         Hey?

               INTERCUT:

                                   BRITNEY
                         I'm so sorry I got mad at you,
                         baby.

                                   CHARLIE
                         Not a good time, Rick.  Can I call
                         you back?

                                   LILLY
                         Who is it?

               Charlie looks to Lilly.  Shakes his head: no one.

               Charlie moves into the other room.



               INT. LILLY'S APARTMENT - LIVING ROOM

               Hushed into the receiver:

                                   CHARLIE
                         This is a bad time.



               INTERCUT:

               Britney tugs on the cord.

                                   BRITNEY
                         And this is easy?!  I'm talkin' on
                         some sort of ancient device.  They
                         took my cell phone, Charlie!  My
                         link to the outside world! 
                         I don't even know what this is I'm
                         talkin' on!

                                   CHARLIE
                         Settle down.

                                   LILLY (O.S.)
                         Is everything okay?

                                   CHARLIE
                         It's fine!

                                   BRITNEY
                         Who's that?!

               Charlie settles on the couch.

                                   CHARLIE
                         You know, Britney.  I think it's
                         time we see other people.

                                   BRITNEY
                         What?!

               Charlie hangs up the phone.  He heads back into the kitchen.



               INT. LILLY'S KITCHEN - CONTINUOUS

                                   LILLY
                         Is everything okay?

                                   CHARLIE
                         Yeah.  It was just Rick, my
                         managing partner.  We have a client
                         in rehab who's freakin' out a
                         little.

                                   LANCE
                         How long you stayin' in Chicago?

                                   CHARLIE
                         Well, you really are Mister
                         Question Man aren't you?
                             (beat, settles)
                         I'm sorry.  I have to go back to
                         New York tomorrow.  My business...

               Lilly sulks.

                                   CHARLIE
                         But I'll be back, Lilly.  In a few
                         days.  I think...

               He looks at Lance; guys an oaf.  Whoever the Hitman is... it
               can't be Lance.

                                   CHARLIE
                         ...I think everything is going to
                         be fine now.

               Lilly nods.  A smile grows.

                                   CHARLIE
                         Let me take you out tonight, Lilly. 
                         A real date.  We can talk about... 

                                   LILLY
                         Okay.

                                   CHARLIE
                         First... we need to go shopping.



               EXT. DOWNTOWN CHICAGO - DAY

               The SOUNDS of a city alive.  Over there, camera; settle on
               Michigan Avenue.  That department store.  Neiman Marcus.



               INT. NEIMAN MARCUS - DAY

               Lilly calls out from a dressing room.

                                   LILLY (O.S.)
                         It's too expensive.

               Charlie sits in a chair and smiles.  He can spot her ankles
               and for a moment that's all he needs in the world.

                                   CHARLIE
                         Just come out here.

               A moment. The dressing room curtain parts and there she is. 
               To call her just stunning would be like calling the Eifel
               Tower an oversized salt shaker; Lilly is a vision.  In the
               truest sense of the word.  She glows in the white sparkling
               Christian Dior evening dress.  

               We have not seen her like this before.  She... has not seen
               herself like this before.  Face flush.  Charlie, breathless.

                                   LILLY
                         Say something.

               He tries.

                                   CHARLIE
                         You are... perfect.

                                   LILLY
                         It's two thousand dollars, Charlie.

                                   CHARLIE
                         I... don't... care.

               She smiles at him.

                                   LILLY
                         Be careful.  A girl could get used
                         to this, Charlie.

               He smiles back.



               INT. TRES ARTIST - EVENING

               An intimate, dark restaurant with floor to ceiling windows. 
               Beyond them, headlights moves silently.

               Charlie and Lilly are seated near the back.  They sip Pinot
               Noir, the bottle set to the side, and Charlie can't keep his
               eyes locked anywhere but to hers.

                                   LILLY
                         It's been a long time since someone
                         treated me so nice.

                                   CHARLIE
                         That's a crime.

                                   LILLY
                         Why, Charlie?

                                   CHARLIE
                         Why what?

                                   LILLY
                         Why are you here?  Why did you come
                         to Chicago to find me?  You didn't
                         wake up one morning and decide you
                         had to see me again.

               Charlie shifts, a little uncomfortably.  Covers it with his
               brilliant smile.

                                   CHARLIE
                         Is that so hard to believe?

                                   LILLY
                         Yes.  You've been saying from the
                         moment you showed up at my door
                         that someone forced you to come
                         here.

                                   CHARLIE
                         Forced is such a strong word.

                                   LILLY
                         That you had to apologize to me. 
                         You were afraid for your life. 
                         What happened, Charlie?  Don't lie. 
                         Not anymore.

               Charlie takes another sip.  Considers the possibilities. 
               Chews his bottom lip a moment more.

                                   CHARLIE
                         It doesn't matter, Lilly.  Someone
                         just reminded me that I had been a
                         stupid fool.  And that I needed to
                         make things right.

                                   LILLY
                         Who?

                                   CHARLIE
                         I don't know.

               He downs the rest of his wine.  Pours another glass.

                                   LILLY
                         Oh, Charlie.  You haven't always
                         been a fool.  I remember when I
                         first met you.  You were this shy,
                         quiet freshman.  So sensitive.  You
                         barely spoke.

                                   CHARLIE
                         I talked.

                                   LILLY
                         Barely.  But you meant every word
                         you said.  Now, look at you. 
                         A line for everything.  Does money
                         and success change people that
                         much?

                                   CHARLIE
                         It helps.

                                   LILLY
                         See?  That's what I mean.

                                   CHARLIE
                         I'd been that person my whole life. 
                         Money doesn't change you.  It just
                         gives you the ability to tell
                         people to piss off and not worry
                         what's going to happen next.  Do
                         that enough and... I guess... this
                         is what you get.

                                   LILLY
                         Do you ever miss that other person?

                                   CHARLIE
                         One day you realize that it doesn't
                         matter how honest you are, Lilly. 
                         People hear what they want to hear. 
                         They believe what they want to
                         believe.  I just figured out how to
                         make them believe what I wanted
                         them to believe.

                                   LILLY
                         Is that what this is tonight,
                         Charlie?  An illusion?

               Charlie smiles.  Shakes his head.

                                   CHARLIE
                         I couldn't have dreamed this,,
                         Lilly.  In my wildest imagination. 
                             (takes her hand)
                         This is so very real.  



               EXT. LILLY'S APARTMENT - NIGHT

               The SOUNDS that once terrified him in this neighborhood drown
               away as he leads Lilly to her door.

               They stop before the door.  Lilly turns to Charlie.

                                   LILLY
                         I understand if you don't come
                         back.

                                   CHARLIE
                         I'm coming back.

               She opens the door and they both slip inside.



               INT. LILLY'S APARTMENT - CONTINUOUS

               Charlie shuts the door behind them.  He takes Lilly's hand
               and spins her back to him.  Kisses her softly.

               They break.  He stares again deep into her eyes.

                                   CHARLIE
                         Or... you could come with me.

               Lilly's eyes go wide.

                                   LILLY
                         What?

                                   CHARLIE
                         I want you to come to New York with
                         me.

                                   LILLY
                         That's crazy.

                                   CHARLIE
                         So what?  I like a little crazy. 
                         It's not like we don't know each
                         other.  This isn't a whirlwind
                         romance.  It's fifteen years in the
                         making.  I see it now, Lilly. 
                         You've helped me realize what's
                         been missing in my life.  I...
                         think I love you.  

               She's speechless.

                                   CHARLIE
                         What do you say?  Will you come
                         with me?

                                   LILLY
                         I... okay.

               He smiles and kisses her again.

                                   LILLY
                         Lance.  I can't leave him in--

                                   CHARLIE
                         Tell him to come to.  I can set him
                         up in an apartment... in Brooklyn. 
                         I can help him get a job.

                                   LILLY
                         You mean it?!

                                   CHARLIE
                         Absolutely.

               She SHRIEKS!  Bounces around excitedly.

                                   LILLY
                         I'll go pack!  

               Lilly races to the back bedroom.

               Charlie smiles.  Wide.  There is a knock at the door.

                                   LILLY (O.S.)
                         Can you get that?  It's probably
                         Lance.  He likes to check on me
                         after I go on a date.

               Charlie rolls his eyes.  A little.  Spins back and swing open
               the door revealing--

               RICK GARCIA

                                   CHARLIE
                         Rick?  What the hell are you doing
                         here?

                                   RICK
                         I haven't heard from you in two
                         days.  I thought you were in
                         trouble.  And, where the hell does
                         this chick live?

                                   CHARLIE
                         I know.  It's bad.  But not for
                         long.

                                   RICK
                         Huh?

                                   CHARLIE
                         C'mon in.



               INT. LILLY'S LIVING ROOM - CONTINUOUS

               Charlie leads him into the living room, his back to Rick.

                                   CHARLIE
                         You could have called, you know? 
                         You didn't have to fly out--

                                   RICK
                         Hey, I didn't know what was up. 
                         Figured at the very least I could
                         be some back up.

                                   CHARLIE
                         I have it handled.

                                   RICK
                         Sure you do... bright-boy.

               Boom.  Charlie freezes.  Slowly spins back to Rick.

                                   CHARLIE
                         What did you call me?

               Rick nods.  Shrugs his shoulders.

               Charlie turns to see--

               Lilly, standing in the doorway to the kitchen, looking
               contrite.

                                   CHARLIE
                         Lilly?

                                   LILLY
                         Sorry, Charlie.

               Charlie turns back to Rick just as the pipe in Rick's hand
               slams into his head, knocking everything--



               TO BLACK.



               INT. DARK ROOM - NIGHT

               The picture DISSOLVES in and we are back where we started.  A
               dark room.  Charlie, in the ever familiar position of being
               bound to a chair.  Nothing else in the room is visible.  At
               first.

               Then slowly we begin to spot things.  Pictures plastered on
               the walls.  Of Charlie.  Some from newspapers.  Some candid,
               surveillance type.

               Its a stalkers scrapbook.

               Charlie's face is a bloody map of the world.

               Lilly stands shyly back against a wall.  

               Rick grabs another chair and sits directly across from
               Charlie.

                                   RICK
                         You're a mess, Charlie.

               Charlie looks up at Rick.

                                   CHARLIE
                         You were supposed to be my friend.

                                   RICK
                         Friend?  Is that what I was? 
                         Really?  I'd say you treated me
                         more like a... lap dog.

               Charlie's eyes wander over to Lilly.  She smiles back at him.

               Rick SMACKS Charlie's face back to him.

                                   RICK
                         Hey.  We're still talking.

               Charlie is panicked.

                                   CHARLIE
                         Rick... we can forget this.  I get
                         it.  I treated you badly.  It won't
                         happen again.  I know now that I
                         was... thinking wrong about the
                         people that matter in my life.  The
                         people...

               Charlie looks to Lilly.

               Then... Rick looks to Lilly.  Back to Charlie.

                                   RICK
                         She's amazing, isn't she?  One of a
                         kind.  You're wondering how I know
                         her, right?  See, after you broke
                         her heart in college, Charlie,
                         she'd show up at our dorm room late
                         at night, you'd be off with some
                         other women or... hiding in a
                         closet somewhere.  But I was always
                         there, covering for you.  We would
                         talk for hours.  And then... one
                         night... it just happened.  

               Charlie drops his head.

                                   RICK
                         We did it on your bed, too.  Lots
                         of times.  All sorts of ways.  One
                         time we did it doggy--

                                   LILLY
                         T-M-I, Rick.

               Rick glances at Lilly and snickers.

               Charlie looks back up at Lilly.

                                   CHARLIE
                         That story you told me.  About
                         being pregnant...

               She shakes her head.

                                   RICK
                         She was in the hospital for a few
                         years but that wasn't because she
                         was a danger to herself as... well,
                         you know.

                                   LILLY
                             (ashamed)
                         Acute sociopathic behavior. 
                         There's medicine for it now.

                                   RICK
                         Are you not having as much fun as I
                         am, babe?

                                   LILLY
                         I'm fine.

               Charlie's world is crushed and the pieces are strapped to his
               shoulders.

                                   CHARLIE
                         Why now?  After all this time?

                                   RICK
                         It was a college fling, Charlie. 
                         We lost touch.  Until one day--
                         She saw you on TV.  With Miss
                         Kentucky.  Your thousand dollar
                         watch.  Smug, self righteous--

                                   LILLY
                         I saw you on TV and I was so mad. 
                         I found out where you worked... and
                         I was just going to call.  Give you
                         a piece of my mind.

                                   RICK
                         But you had already left that day. 
                         Remember that day, Charlie?  Let me
                         refresh your memory...



               INT. BRIGHT CRISIS MANAGEMNT - HALLWAY (FLASHBACK)

               Charlie smiles.  Lays a hand on Rick's shoulder.  Nods. 
               Opens the office door and leads Rick back out into the hall.

                                   CHARLIE
                         Get your team together and go
                         through it again.  I don't want to
                         attend a strategy session like that
                         ever again.

               Charlie leans slowly into Rick.  

                                   CHARLIE
                         I love ya, Rick.  We've been
                         friends a long time.
                             (beat)
                         Don't make me scare you.

               Rick turns a shade of pale.



               INT. RICK'S OFFICE - MOMENTS LATER

               Rick slams his door shut, muttering to himself.

                                   RICK (V.O.)
                         I was so pissed, I could have
                         killed you...

               Rick's phone rings.  He snaps it up.

                                   RICK
                         What?

               INTERCUT WITH LILLY'S APARTMENT

                                   LILLY
                         Yeah, I need to talk to that
                         sonofabitch Charlie Bright!

                                   RICK
                         He's gone.  Who is this?

                                   LILLY
                         Lilly Quells.

                                   RICK
                         Lilly?

               Rick settles back into his chair.

                                   RICK (V.O.)
                         We must have talked for an hour. 
                         Sharing our mutual hatred for you
                         and everything you stand for. 



               INT. DARK ROOM - RESUME SCENE

               Rick smiles at Charlie.

                                   RICK
                         Then it just came to me.  Exactly
                         how to teach you a lesson.  They
                         were your words, Charlie.  We play
                         on people's emotions.  Their
                         willingness to forgive.  But when
                         they don't live up to expectations,
                         you have to play on another
                         emotion.

                                   CHARLIE
                         Fear.



               FLASH TO--

               A shot of Rick at the New York restaurant, putting on the
               skimask and heading into the men's room...



               FLASH TO--

               A shot of Rick, dressed as the Hitman, breaking into
               Charlie's motel room...



               INT. DARK ROOM - RESUME SCENE

                                   CHARLIE
                         So what's next?  You're gonna kill
                         me?

                                   RICK
                         Oh, yeah.  You've taught me
                         everything I need to know.  I can
                         take it from here.  You'll be
                         missed.  But not too much.

               Rick stands from his chair.  Steps back.  Lilly stares at the
               floor.

                                   LILLY
                             (softly)
                         Part of me never thought you'd fall
                         for it, Charlie.  But like you
                         said, people believe what they want
                         to believe.

                                   RICK
                         Yeah they do.  Clearly they do. 
                         Suckers.

               Charlie lifts his broken face to Rick and Lilly. 

                                   CHARLIE (V.O.)
                         Rule One: Know what you are
                         apologizing for.

                                   CHARLIE
                         I didn't mean to hurt you.

                                   RICK
                         Sure you didn't.

               Rick produces a gun from his waist.

                                   CHARLIE (V.O.)
                         Rule Two: Know who you are
                         apologizing to.

               Charlie pleads with his eyes to Lilly.  She looks away.  Then
               to Rick.  He just smiles.

                                   CHARLIE (V.O.)
                         Rule Three: Shift the blame.

               Charlie looks to Lilly.

                                   CHARLIE
                         Please don't kill me.  The person I
                         was... its not who I am.

               Rick snickers.

                                   CHARLIE (V.O.)
                         Rule Four: Don't want to apologize,
                         just do it.

                                   CHARLIE
                         I'm sorry.

                                   RICK
                         It's too late for sorries, Charlie.

               Rick lowers the gun at Charlie's head.  He closes his eyes.

                                   CHARLIE (V.O.)
                         And when all else fails... and
                         nothing is working... close your
                         eyes... and forgive yourself...

               Lilly steps forward.

                                   LILLY
                         Let me do it.

               Rick turns to her... considers it a moment.  Then--

                                   RICK
                         Okay.

               He hands her the gun.  She looks at Charlie.  Then turns the
               gun on Rick and pulls the trigger.

               BAM!



               SMASH TO BLACK.

                                   CHARLIE (V.O.)
                         ...then maybe, just maybe, they'll
                         finally believe you.

               Beat.  Another beat.

                                   LILLY (V.O.)
                         AHHHHHHHHHHHH!!!!!!!!!!!!



               INT. DARK ROOM - MOMENTS LATER

               Lilly SCREAMS hard as she can.  Charlie recoils.  Slowly
               opens his eyes.  Sees Rick dead on the ground, legs twitching
               awfully.  Blood pooling on the ground.

                                   CHARLIE
                         Lilly.

               She keeps screaming.

                                   CHARLIE
                         Lilly!

               She stops.  Hyperventilates.

                                   LILLY
                         What have I done, what have I done,
                         what have I done, what have I done?

                                   CHARLIE
                         Lilly!!!

               She stops.  Turns to Charlie.

                                   CHARLIE
                             (lying)
                         He'll be okay.

               Rick's final twitch settles; Charlie notices out of the
               corner of his eye.  

                                   LILLY
                             (wanting to believe)
                         Really?

               Charlie... goes into Crisis Control.

                                   CHARLIE
                         We'll call an ambulance in a
                         minute.  He'll be fine.

               Lilly looks at Rick.  

                                   LILLY
                         I don't know...

                                   CHARLIE
                         Lilly, this is very important...
                         who knows about your plan?

                                   LILLY
                         Huh?

                                   CHARLIE
                         Your plan to kill me?  Who knew
                         about it?  Does Lance know?  Does
                         anyone know?

               Lilly is dizzy.

                                   LILLY
                         N... No.  It was just me and Rick.

                                   CHARLIE
                         Okay.  Okay.  Here's what we're
                         going to do.  Untie me first and--

                                   LILLY
                         I killed him, Charlie.

               She starts to cry.

                                   CHARLIE
                         No, no.  Don't cry.  Emotion...
                         real emotion is a bad thing right
                         now.  I can fix this.  You need to
                         stay focused.

                                   LILLY
                             (still crying)
                         I'm gonna go to jail for the rest
                         of my life.

                                   CHARLIE
                         No you're not.  Lilly?  Lilly,
                         listen to me.  Look at me!  Focus! 
                         No you are not!  I won't let that
                         happen, okay?  

               Lilly settles.  Sets the gun down on the ground and loosens
               Charlie's bindings.  He wiggles out as she picks the gun back
               up.

               Charlie stands free.

                                   CHARLIE
                         Lilly?  Give me the gun.

               She looks at him sadly.  Shakes her head.

                                   CHARLIE
                         Lilly?

                                   LILLY
                         No.

                                   CHARLIE
                         Give me the gun.

               He suspects what will happen next.  It does.  She puts the
               gun to her head.

                                   LILLY
                         I killed him.

                                   CHARLIE
                         Please, Lilly...

                                   LILLY
                         I can't go to jail.

                                   CHARLIE
                         You won't.

                                   LILLY
                         You can't save me.

                                   CHARLIE
                         I can.

                                   LILLY
                         Goodbye, Charlie.

               She closes her eyes.

               In the same moment, Charlie drops to his knees.  Sings.

                                   CHARLIE
                         Wise men say, only fools rush in...
                         but I can't help... fa-ah-ling in
                         love with youuuuuu....

               She opens her eyes again.  

                                   CHARLIE
                         ...As the river flow-oh-s.  Gently
                         to the sea-ee.  Darling so it go
                         ohs... somethings were meant to
                         beeeee...

               She lowers the gun.

                                   LILLY
                         Stop.

                                   CHARLIE
                         I can fix this.  

                                   LILLY
                         You always know what to say,
                         Charlie.

               Charlie smiles.

                                   CHARLIE
                         It's what I do.



               EXT. LILLY'S APARTMENT - NIGHT

               A body.  Covered in black.  Wheeled out on a gurney. 
               Flashing red and blue lights scatted the sky.

                                   CHARLIE (V.O.)
                         There are four words in the entire
                         world that matter.  

               The body is lofted into an ambulance.  But there's little
               point.  It's a one way ticket to the morgue.

                                   CHARLIE (V.O.)
                         Two of them, everyone believes. 
                         The other two, nobody buys.

               Lilly stands at the front door giving a statement to a COP.

                                   LILLY
                             (to Cop)
                         ...an ex-boyfriend from college. 
                         He was stalking me.  I'm just glad
                         I'm a registered gun owner.  Would
                         you like to see my license?  I'm so
                         scared right now...

               She reaches out and hugs the Cop.  He pats her back.

                                   CHARLIE (V.O.)
                         The first two.  The one that
                         everyone believes: Help me.  Can't
                         turn it down.  

               The ambulance takes off.  

                                   CHARLIE (V.O.)
                         The other two: I'm sorry.

               The Cop leaves Lilly.  She quietly slips back inside.



               INT. BRIGHT CRISIS MANAGEMENT - DAY

               Moving like a ghost toward the front desk from the elevator. 
               The day has just begun though we hear not a sound.

                                   CHARLIE (V.O.)
                         Everybody makes mistakes.  That's
                         life.  Everyone needs help
                         sometimes.

               We NOTICE at the front desk, LANCE QUELLS, in shirt and tie,
               is now the RECEPTIONIST.  He speaks into a phone but we hear
               nothing.

                                   CHARLIE (V.O.)
                         That is why we exist, you and I. 
                         We are fellow people, here to help
                         each other when we need it.

               We glide silently down the hallways of Bright Crisis
               Management.  Past BUSY PEOPLE going busy places.  Holding
               papers.

                                   CHARLIE (V.O.)
                         Because we do need it.  Someone
                         there to tell us that it's going to
                         be okay...

               We SWEEP down the hall to one office.  The placard outside
               reads: LILLY QUELLS, MANAGING PARTNER.

               Lilly signs a piece of paper and leaves the office, crossing
               into the one adjoining...

                                   CHARLIE (V.O.)
                         ...someone to tell us that we
                         aren't as bad as we think we are. 

               ...Lilly moves into Charlie's office.  She plants hands him
               the paper and plants a kiss on his cheek.

                                   CHARLIE
                         Thanks.

                                   LILLY
                         You're welcome.  But no time for
                         that.  We have a meeting.  Kokodova
                         is in the conference room.

                                   CHARLIE
                         The pop star?

                                   LILLY
                         She got hammered and drover over a
                         Shiztzu on Beverly Boulevard.

                                   CHARLIE
                         On purpose?

                                   LILLY
                         Probably.

               Charlie nods.

                                   CHARLIE
                         I like her music.

                                   LILLY
                         She's not bad.

               Charlie smiles.  Lilly smiles back.

                                   CHARLIE
                         Lets get to work.

               They kiss.

                                   CHARLIE (V.O.)
                         ...and sometimes everyone needs a
                         second chance.

               Charlie and Lilly leave the office, hands locked.  He
               starts...



               FADE TO BLACK.

               ...and finishes:

                                   CHARLIE (V.O.)
                         Even you.

                                         the end

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