THE MARRIAGE COUNSELOR

                            by

                        Ash Quadir

                                         27 Valley Forge Drive
                                         Woolwich Twp. NJ 08085
                                         856-467-2809
                                         ashquadir@yahoo.com

FADE IN:

EXT. INDIA - VILLAGE IN PUNJAB - DAY

An ELEPHANT crashes through a small hut.  PEOPLE and
LIVESTOCK dive for cover.  The animal is spooked out of its mind.

Clinging desperately to its back is a BLOND WOMAN in a
colorful but seductive outfit, with bangles in her hair and
bells on her ankles.  She's screaming at the top of her lungs.

Behind her is a WHITE MAN sitting bareback on an OX, barely
hanging on.  He THWACKS the animal with a stick. It screams
in protest but picks up its pace.

The chase is on.

EXT. MARRIAGE MADE IN HEAVEN - DAY

It's a quaint bungalow surrounded by palms that's been
converted into the offices of a marriage counselor.

A sign outside reads:

SOUTHERN CALIFORNIA'S #1 MARRIAGE COUNSELOR

DR. NOAH TAYLOR - THE MAN WITH A PERFECT RECORD!

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - DAY

                   SUPER: ONE YEAR EARLIER

MARNIE and JOSH WHITMORE have come to see a marriage
counselor, DR. NOAH TAYLOR, the best and brightest, a guy
with an outstanding track record.

They are an attractive couple in their late twenties, Ken and
Barbie brought to life.  Marnie is tastefully dressed in a
simple dress, but would have been a bombshell if she had just
let herself go and worn something tighter.  But her husband
Josh has done the honors.  He wears a shirt two sizes too
small to show off his physique.

Noah's got a thick head of hair and wears glasses.  But
there's the hint of a very handsome man under the studious
exterior, which he wears like camouflage.

                           JOSH
            We heard you were the best --

                           MARNIE
            We were sure our friends Deb and Mark
            were going to get a divorce, but you
            saved their marriage. They're like
            newlyweds now.  They're even having a
            baby!  You're a miracle worker, Dr.
            Taylor.

                                                             2.

                           NOAH
            I wouldn't go that far --

                           MARNIE
            They swear by you.
                     (hopeful)
            We really hope you can do the same
            for us.  Please.

                           NOAH
                     (seeing the sincerity
                     in her eyes)
            I'll certainly do my best to help you
            through your marital difficulties.

                           JOSH
            I hope so, considering what you're
            charging us.  Jeez, we've been on
            your waiting list for six months.
            It's harder to get an appointment
            with you then the dentist!

                           MARNIE
            I feel like I'm dragging him along.
            He didn't want to come --

                           JOSH
            I'm here -- AM I NOT!?!

                           MARNIE
                     (throws up her hands
                     in frustration)
            Is there any reason to come to
            therapy if he isn't going to give it
            a fair shot?

                           NOAH
            Your concern about the benefits of
            marital therapy with a reluctant
            spouse is understandable, but the
            situation you describe is actually
            very common. As a matter of fact, I'd
            say that more often than not one
            spouse -- usually the wife -- drags
            the other into therapy.

                           MARNIE
                     (points to Josh)
            I had to do a lot of dragging with him.

                           NOAH
            Some spouses NEVER agree to counseling,
            no matter how bad things get. The
            fact that your husband has agreed at
            all -- however reluctantly -- is in
            your marriage's favor.
                           (MORE)

                                                             3.

                           NOAH (CONT'D)
            You've both taken the first step in
            resolving the differences between
            yourselves.

                           JOSH
            I heard you had a perfect track record?

                           NOAH
                     (modest but also full
                     of pride)
            I've had some measure of success.

                           MARNIE
            I'm sure you can help us save our
            marriage.

                           NOAH
            I'm here to help you achieve that
            goal in any way that I can.

                           JOSH
            You're going to have your work cut
            out for you with us.

                                              CUT TO:

                           NOAH
            How long have you two been married?

                           MARNIE
            Five years.

                           NOAH
            First marriages for both?

                           JOSH
            Uh-huh.

                           NOAH
            Do you have any children?

                           MARNIE
                     (glances at Josh  -
                     it's a sore point)
            No.

                           NOAH
            How long have you been experiencing
            marital difficulties?

                           MARNIE
            A bout nine months.

                                                             4.

                           JOSH
            Feels like years.

                                              CUT TO:

                           NOAH
            What are some of the problems that
            you two are having with each other?

                           JOSH
            Where do you want me to start?  We
            hardly talk anymore and, when we do,
            we argue all the time.

                           MARNIE
            That's because you never listen to a
            thing I have to say!

                           JOSH
            Listen to a broken record?
                     (to Noah)
            You get to a certain point in the
            relationship when you wonder whether
            you're fighting for a lost cause?
            I'm so tired of arguing with her.

                           MARNIE
            You've given up before we've even
            started!

Noah listens calmly, taking occasional notes.  He's seen all
of this before.

                                              CUT TO:

The shouting level is increasing.

                           JOSH
            We don't communicate.  She doesn't
            understand me!

                           MARNIE
            You never even talk to me about your
            problems!

                           JOSH
            What's the use?  You only listen to
            what you want to hear!

                                              CUT TO:

                           MARNIE
            He has no sense of financial
            responsibility.  He spends money on
            all these gadgets without even
            consulting me.  We'll never be able
            to save for retirement!

                                                             5.

                           JOSH
            I'm spending my own money --

                           MARNIE
            Your money?  We have a joint account!
                     (to Noah)
            He bought a season pass to the
            Chargers without even consulting me
            about it.  Do you know how MUCH that
            cost?

                           JOSH
                     (defensive)
            I'm working overtime to pay for it!

                           MARNIE
                     (to Noah)
            He lives his life vicariously without
            any consideration for the future.  I
            can't live paycheck to paycheck.
            It's so irresponsible.

                           JOSH
            When was the last time you did
            something impulsive?
                     (to Noah)
            She can't even go to the grocery
            store without writing two lists.  TWO!
            Can you believe it?  That's crazy!

Noah actually doesn't think it's crazy but nods sympathetically.

                           MARNIE
            That's in case I lose one of them!

                           JOSH
            She's so anal!

                           MARNIE
            He's so childish!

Noah's not phased by the shouting at all.  He keeps listening,
calmly jotting down notes.

                                              CUT TO:

                           JOSH
            I'm talking impulses.  You know,
            sometimes I'd like things to be
            different.  Spur of the moment.  You
            know, like sex on the kitchen floor.

                           MARNIE
            Josh!

                                                             6.

                           JOSH
            See what I mean.  She's a total prude.
            The kitchen floor is tame.  I know
            couples who have these fetishes and
            like to get down and dirty with
            bondage.  If I ever suggested
            something like that, she'd have a
            heart attack.

                           MARNIE
                     (blushing)
            I don't think our sex life should be
            an open book.  Besides, the tiles
            would be so cold!

                           JOSH
            Sex is part of marriage, isn't it?
            That's why we came to a marriage
            counselor, right?  To talk about our
            marriage?

                                              CUT TO:

                           MARNIE
            We've been married all these years
            and he still doesn't want to have
            children.

                           JOSH
            We'll get there.  Come on, we're in
            the prime of our lives.  Kids are a
            lot of work!

                           MARNIE
            He's always avoiding responsibilities.
            He's not ready to grow up!

                                              CUT TO:

Marnie and Josh take deep breaths, gearing up for another
round of arguing.  Noah SNAPS his notebook shut, capturing
their attention.

                           NOAH
            Thank you for coming today.

                           JOSH
            That's it?  Time's already up?

                           MARNIE
            We had a few more things that we'd
            like to discuss with you.

                           NOAH
            Let's save the rest for your next
            session.  I think I've achieved what
            I wanted to today.

                                                             7.

                           JOSH
            You have?

                           NOAH
            I've allowed you to vent.   Don't you
            both feel a little better now?

Marnie and Josh nod together.

                           NOAH
            Do you have the desire to return and
            talk to me again?

Marnie nods, even Josh too.

                           NOAH(CONT.)
            I'd like you two to do something
            before your next session.  I hope you
            take it seriously and put your hearts
            and minds behind it.

                           JOSH
                     (suspicious)
            What do you have in mind?

                           NOAH
                     (handing over sheets
                     to both)
            I'd like each of you to fill these
            out before our next session.  They're
            Marriage Difficulties Questionnaires,
            MDQs for short.  I'll use them to to
            gain more insight into the problems
            in your marriage.

                           MARNIE
                     (eager)
            O.K. Sure.

                           JOSH
                     (glum)
            Great.  Homework.

INT. MARRIAGE MADE IN HEAVEN - WAITING ROOM - LATER

JUDY PINTO, the receptionist, a hot little red head in her
twenties, watches Marnie and Josh start arguing as soon as
they walk out of Noah's office.  They both smile at her
briefly, slightly embarrassed before they leave, bickering again.

Noah steps out a moment later.  Walks up to Judy.  She's got
flaming red hair and a personality to match.

                           NOAH
            Sorry that took so long.  Who's next?

                                                             8.

                           JUDY
            The Kerry's.  Hope you have an easier
            time with them than Ken and Barbie.
                     (off of Noah's
                     confused look)
            The couple who just left.  I have a
            feeling that you're going to have a
            challenge on your hands with them.

                           NOAH
                     (confident)
            I'm up to it.

                           JUDY
            Let's hope they don't break your
            perfect track record.

EXT. NOAH'S CONDO - DAY

A gated community.  Stucco buildings with well manicured
lawns dotted with palms and the glistening blue ocean as a
backdrop.

INT. NOAH'S CONDO

MONTAGE OF SCENES

The ALARM goes off.  It's 5 AM.  Noah's an early riser.

There's no hesitation.  He gets up and instantly starts to
make his bed.

                                              CUT TO:

Noah is flossing, brushing his teeth and gargling.  He's very
meticulous about it all.

                                              CUT TO:

Noah is on his treadmill.  He's very conscious about his
health.  He's in real good shape.

                                              CUT TO:

Noah's had a healthy breakfast.  Cream of wheat and grapefruit
juice.  He washes his plates and dries each thoroughly,
including the silverware.

                                              CUT TO:

Noah is decked out with plastic gloves, an apron and knee
pads. He's ready to tackle dirt.  Even though his place is
pristine and as tidy as a furniture showroom, he's:

Scrubbing a spot on the floor with gusto.

Cleaning his windows.

                                                             9.

Arranging pillows on the couch.

Dusting large bookshelves when:

A PICTURE FRAME that's propped up against the side of some
books falls on the floor, SHATTERING.

Noah picks up the picture frame and carefully removes shards
of glass to reveal:

A photo of a younger Noah with less hair and a woman with
bookish glasses but very cute.  It's his wedding photo.

Noah stares at his old wedding photo with regret.

INT. MARNIE'S LIVING ROOM - CONTINUOUS

A WEDDING PICTURE OF JOSH AND MARNIE.  The snapshot looks
like a magazine cover.  They both look stunning.

Marnie stares at the picture with great sadness and then
closes the album and puts it away on the shelf she's just dusted.

Marnie gets to work cleaning the house.  Passes her bedroom
where Josh is SNORING and sleeping late on the weekend.
Marnie frowns and gets to work.

INT. SCHOOL - DAY

Marnie's writing on a blackboard with her back to a bunch of
THIRD GRADERS.  She turns around and addresses the classroom.

                           MARNIE
            What did the Pilgrims bring with them
            when they came to America?

Nobody raises their hands, but a single EAGER GIRL, who's
about eight and cute as a button.

                           MARNIE
            Jenny.

JENNY stands up.

                           JENNY
            Disease.

                           MARNIE
            Excuse me?

                           JENNY
            My uncle said the Pilgrims brought
            small pox to America.

A BOY stands up, her fraternal twin.

                                                            10.

                           JORDAN
            Yeah, just like Columbus.  He brought
            disease and raped all the natives.

                           MARNIE
            Jordan --

                           JORDAN
            And he also said that the white man
            wiped out the Indians -- who were
            here first.  They shot all the
            buffalo too.

A BEEFY BOY who looks like a young version of Vito Corleone
throws a crumpled piece of paper at Jordan.

                           YOUNG VITO CORLEONE
            Hey, Columbus was no traitor!  My
            father said he's a hero.

                           JORDAN
            He was killer!

                           YOUNG VITO CORLEONE
            Was not!

                           JORDAN
            Was too!

Vito gets up to go after Jordan, Jenny rushes to help her bother.

                           MARNIE
                     (rushing to intercede)
            Kids!

It's not Marnie's day.  In fact, it hasn't been her year.

INT. FACULTY LOUNGE - DAY

Marnie's hunched over a lunch table diligently filling in her
questionnaire.

Somebody taps her on the shoulder.

                           ELLEN
                     (O.S)
            Whatcha you doing?

                           MARNIE
                     (looks up)
            Ellen, hi.

ELLEN CHANG takes a seat across from Marnie.  She's a fellow
member of the faculty.  Bookish, with glasses but very cute.

                                                            11.

                           ELLEN
                     (pointing to the questionnaire)
            What's that?

                           MARNIE
                     (debating on whether
                     to tell her)
            Umm...

                           ELLEN
            Don't even try to be evasive.  I'm
            your best friend, so don't even try it.

Marnie sighs and passes the questionnaire over to Ellen.

                           ELLEN
                     (reading)
            List five habits of your mate that
            causes you emotional distress.
                     (lifting up the questionnaire)
            Did you finally go and see a marriage
            counselor?

                           MARNIE
                     (nods)
            He gave us a MDQ to fill out.
                     (off of Ellen's
                     confused look)
            Marriage Difficulties Questionnaire.
            He asked Josh and I to fill one out
            to better evaluate the problems we're
            having.

                           ELLEN
                     (clearly not a fan)
            I bet he hasn't even started his yet.

                           MARNIE
                     (glum)
            He said he'll get around to it.

                           ELLEN
            Did you put that in your questionnaire?
            That your husband is a big, lazy
            procrastinator?  That he spends more
            times with his buddies than with his
            wife?  That he spent a fortune on
            football tickets?  That he --

                           MARNIE
                      (the truth hurts, but
                     she tries to chuckle)
            I shouldn't have told you so much.

                                                            12.

                           ELLEN
            Hey, females have to stick together.
            Remember, MEN ARE SCUM.  No wonder I
            switched over to the other side.

                           MARNIE
            Did you tell your parents yet?

                           ELLEN
            Are you crazy?  As far as they know,
            I'm still married to that two-timing
            white man they warned me not to marry.
            They could probably handle us
            splitting up, but they'd both drop
            dead if they heard about Giselle.

                           MARNIE
            How are you two doing?

                           ELLEN
            She moved in last week.
                     (closes her eyes in bliss)
            Good lord, she's shown me what I've
            been missing.  That loser couldn't
            even approach the heights she's taken
            me to in bed.  You know if you and
            Josh don't work out...

                           MARNIE
                     (smiling)
            I'll consider it as a last resort.

EXT. BMW DEALERSHIP - DAY

Banners and American flags slap in the breeze.  There's a big
sale going on at the BMW Dealership.

Josh is smooth talking a couple out to buy their first car
together.  It's a big gas guzzling SUV.

                           JOSH
            So, do we have a deal?

                           HUSBAND
            Honey, what do you think?

                           WIFE
            With gas prices today, I don't know...

                           JOSH
            I can get you the dealer invoice
            price and 0 percent financing on this.
            That'll pay for the gas.

                           WIFE
            It's still more than we should be
            spending.

                                                            13.

                           JOSH
            Do you plan on having children?

                           HUSBAND
            Sure.

                           JOSH
            Then this is a the car for you.  It
            has all the room you need as your
            family grows.

                           WIFE
            We could do it a lot cheaper on a
            minivan.

                           JOSH
            Every time I've sold this car to
            couples with children, their number
            one concern has been safety, not the
            cost.  This car was rated number one
            it's category, but... I certainly can
            understand your issues with cost...

                           HUSBAND
            We want something safe for the kids.

                           WIFE
            It's rated high in safety?

                           JOSH
            Tops.

Beat,

                           WIFE
            I'm not going to scrimp on safety.
            Let's draw up the paper work.

                           JOSH
                     (smiling broadly)
            Great!  You've made a great decision.

Another one sold.  Josh is well on his way to seller of the
month.

INT. BMW DEALERSHIP - LATER

                           RON
            Come on you wanna get a couple of
            cold ones?

                                                            14.

                           JOSH
            No, I can't.  I promised my wife, I'd
            finish something.

                           RON
            What?

                           JOSH
                     (reluctant to admit it)
            Just stuff.  Gotta fill out a form.
            She wants me to have it done today.

                           RON
                     (makes a belt
                     snapping sound with
                     his hand and mouth)
            You're whipped.  Come on, just one
            drink.  Jim'll be there.

                           JOSH
                     (debating, it's too tempting)
            All right, let's go.

EXT. MARRIAGE MADE IN HEAVEN - DAY

A BMW slips into a parking space.  Marnie and Josh are
running late and rush towards their appointment.

Josh sees a beat up Honda Civic in one of two employee slots
and pauses to take a good look at it.

                           MARNIE
            Josh, come on, we're already late!

Josh rushes to catch up.  His car salesman-mind is already
churning.

INT. MARRIAGE MADE IN HEAVEN - RECEPTION AREA - CONTINUOUS

Marnie and Josh rush through the front door.

                           MARNIE
            We're so sorry --

Judy smiles and points to Noah's office door.

                           JUDY
            He's waiting for you.

                                              CUT TO:

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - LATER

Marnie and Josh are seated in front of Noah, catching their
breaths.

                                                            15.

Noah doesn't appear pleased that they're late, but he doesn't
comment on it.

                           NOAH
            Have you filled out your MDQs?

                           MARNIE
                     (glances
                     disapprovingly at
                     Josh and hands over
                     her questionnaire)
            Here's mine.  It's complete.

                           JOSH
                     (sheepishly hands
                     over his)
            I wasn't able to get to a few of the
            questions, but most of it's done.

                           NOAH
                     (frowns)
            Sometimes I find it necessary to
            remind my clients how serious --

                           JOSH
            It won't happen again.  I promise.

                           NOAH
                     (willing to give him
                     a chance)
            I'll hold you to that.
                     (beat)
            I'd like to see each of you alone at
            this session and go over your
            questionnaires with you.

                           MARNIE
            Separately?

                           NOAH
            You need to be able to react honestly.
            The presence of your spouse may
            inhibit your reaction.

                           JOSH
                     (laughing)
            Yeah, keep us apart, so we don't blow
            up in each other's faces again.

                           NOAH
                     (to Josh)
            Would you like to be first?

                                                            16.

                           JOSH
                     (shrugs)
            Sure.

                                              CUT TO:

Josh is fidgeting impatiently in his seat while Noah is
reviewing his MDQ carefully.

                           JOSH
                     (out of the blue)
            Dr. Taylor, what do you drive?

                           NOAH
                     (looks up from the
                     MDQ, irritated)
            Excuse me?

                           JOSH
            What kind of car do you drive?

                           NOAH
            A... a Volvo.

                           JOSH
            Who drives that beat up Honda in the
            other employee slot?

                           NOAH
            Do you mean, Judy's car?

                           JOSH
            Your receptionist?

                           NOAH
            May I ask where this is going?

                           JOSH
                     (backtracking)
            Nowhere really.  Do you have some
            questions for me?

                           NOAH
            Yes.  Several.

INT. MARRIAGE MADE IN HEAVEN - RECEPTION AREA - LATER

Marnie goes up to Judy's desk.

                           MARNIE
                     (sweet as pie and
                     very apologetic)
            I'm so sorry that we were late.

                                                            17.

                           JUDY
                     (with a big smile)
            No need to apologize to me.  I'm easy
            to please.  I'm sure it drove Dr.
            Taylor up the wall.  He's so anal
            about those sort of things.

                           MARNIE
            I always make it a point to be
            punctual. I'm never late, but Josh --

                           JUDY
            Marnie -- can I call you Marnie?

Marnie nods.

                           JUDY
                     (offers her hand)
            I'm Judy by the way.  Judy Pinto.

Marnie shakes it.

                           JUDY (CONT.)
            I know, it's your husband's fault.
            I've seen tons of couples come
            through here.  This is nothing new.
            I won't pretend to be Dr. Taylor, but
            let me give you a few words of advice.
            Things like this happen.  People are
            late.  People make you late.
            Husbands make you late.
                     (beat)
            Go ahead, take a deep breath.

                           MARNIE
            Excuse me?

                           JUDY
            Take a deep breath.  It's really easy
            to do.

Marnie takes a deep breath and holds it.

                           JUDY
            Now release it slowly.

Marnie release her breath slowly.

                           JUDY
            Life's too short.  Just relax.
                     (a big smile)
            Now, don't you feel better?

                                                            18.

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - LATER

                           JOSH
            I know I'll never hear the end of
            this.  She's gonna wring me out for
            making her late today.  See, that's
            one of my biggest complaints about
            her.  We always have to do things on
            time.  Everything has to run like
            clockwork.  Everything has to run on
            a schedule.

                           NOAH
            Punctuality has its merits.

                           JOSH
            You're not taking her side, are you?

                           NOAH
            Josh, I'm not here to take anybody's
            side. I'm here to guide you and offer
            solutions to make your marriage more
            amicable.
                     (refers to MDQ)
            You wrote that sometimes Marnie makes
            you feel like a child.

                           JOSH
                     (nods vigorously)
            She gives me no credit for anything...
            Like, for example, after our last
            session, I signed us up for an IRA.
            I thought it would make her happy.
            She's always complaining about us not
            saving up for the future.  But she
            was totally pissed.  She said I
            should have signed up for a Roth IRA
            instead.  I mean, come on, what's the
            difference?

                           NOAH
            Actually, a Roth IRA --

                           JOSH
            Nothing's ever good enough for her.
            She's such a perfectionist.  She
            started lecturing me on different
            IRAs.  For crying out loud, I'm not
            one of her students!

                           NOAH
            Did you consult with Marnie before
            you opened up the IRA?

                           JOSH
            No.

                                                            19.

                            NOAH
            Just like your purchased season
            tickets to the Chargers.

                           JOSH
            I guess so.

                           NOAH
            When it comes to financial matters,
            it's often best for couples to
            discuss it --

                           JOSH
            But I wanted it to be a surprise!  I
            thought she'd be happy!

                           NOAH
            Did you tell her that?  That your
            were trying to make her happy?

                           JOSH
            She didn't give me the chance.  She
            was yelling, so I just left and went
            out to a bar.

                           NOAH
            If you had stayed.  Waited until she
            had calmed down.  Told her of your
            good intentions -- that you just
            wanted to make her happy -- don't you
            think that she may have been more
            inclined to appreciate your actions?

                           JOSH
            You're probably right.

                           NOAH
            Why were you trying to make Marnie happy?

                           JOSH
            Isn't that obvious?

                           NOAH
            Why don't you tell me?

                           JOSH
                     (almost reluctantly)
            I... I care about.

                           NOAH
            Do you still love her?

                           JOSH
            Sure.  Yeah.  She's a sweetheart.

                                                            20.

                           NOAH
            Maybe you should tell her that more
            often.

INT. MARRIAGE MADE IN HEAVEN - RECEPTION AREA - LATER

Josh walks out of Noah's office.  Marnie's been chatting with
Judy and turns.

                           JOSH
            It's your turn.

Marnie looks at Josh with a "how'd it go look?".

                           JOSH
            Not too bad.
                     (offers her a
                     reassuring smile)
            Better hurry up.  You don't wanna be
            late.

Marnie rushes to Noah's office.  Josh waits until the door is
shut behind her and then walks directly towards Judy.  He's
on the hunt for a customer.

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - LATER

                           NOAH
            You say in your MDQ that your husband
            doesn't understand you anymore, nor
            does he try.

                           MARNIE
            We're like ships passing in the night,
            he goes his way and I go mine. Josh's
            become a stranger to me.  I don't
            even know who he is anymore.

                           NOAH
            Yet at some point in your marriage
            you must have seen eye-to-eye?

                           MARNIE
            We've drifted apart.  Back when we
            were first married, he used to go out
            of his way to make me happy.

                           NOAH
            He no longer does that?

                           MARNIE
            Maybe as an afterthought.

                           NOAH
            Josh spoke to me about a IRA that he
            opened --n

                                                            21.

                           MARNIE
            The wrong one.

                           NOAH
            He told me that he did that to make
            you happy.

                           MARNIE
                     (beat)
            He never told me that.

                           NOAH
            He said you never gave him the chance.

                           MARNIE
            Well, he walked off and went to the
            bar with his buddies.

                           NOAH
            I think he realizes his error now.
                     (beat)
            Marnie, if Josh had stayed -- perhaps
            when both of you had calmed down --
            and told you that he had taken your
            concerns about your financial future
            to heart and --

                           MARNIE
            But he should have consulted me first.
            He chose the wrong IRA!

                           NOAH
            He may indeed have.  Traditional
            IRA's can be converted.  You must
            realize that?

Marnie nods.

                           NOAH(CONT.)
            He took your concerns to heart and
            did something.  Think about that,
            Marnie.  He wanted to make you happy.

Marnie pauses to think.  The realization finally sinks in.

                           NOAH (CONT.)
            No marriage is lost when partners
            still have the desire to make each
            other happy.  What do you feel for
            Josh now when you know that he was
            just trying to make you happy?

                           MARNIE
            At this very moment?

Noah nods.

                                                            22.

                           MARNIE
                     (hesitantly)
            Um... affection.

                           NOAH
            Would you call it love?

Marnie nods slowly.

INT. MARRIAGE MADE IN HEAVEN - RECEPTION AREA - LATER

Josh is at Judy's desk.

                           JOSH
            You're Judy, right?

                           JUDY
            In the flesh.

Josh offers his hand to Judy who takes it.

                           JOSH
            Hi, I'm Josh.

                           JUDY
            I know.  You're the slowpoke.

                           JOSH
            What?
                     (then it hits)
            Oh, sorry about --

                           JUDY
            Don't worry, your other half already
            apologized for you. How'd it go in there?

                           JOSH
            He's pretty good.

                           JUDY
            That's why the customer's keep coming
            and we have a big waiting list.

                           JOSH
            He must keep the money all to
            himself -- otherwise, you would be
            driving a BMW.

                           JUDY
                     (smiling)
            Are you trying to sell me something,
            Mr. Car Dealer Man?
                     (off Josh's surprised
                     look, taps file)
            In your application.  So, do you sell
            BMWs?

                                                            23.

                           JOSH
            Do yourself a favor.  Put that Honda
            out to pasture and move up to a real car.

                           JUDY
            Real cars are REAL expensive.

                           JOSH
            Not when you have connections.
                     (quickly produces his
                     card and slides it
                     across to her)
            Stop by and see me.  I'll guarantee
            you a great deal.  Scout's honor.

                           JUDY
                     (smiling)
            Well, in that case, I might have to
            put your honor to the test.

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - LATER

Their individual sessions over, Marnie and Josh are again
both seated before Noah.

                           NOAH
            I've come to the conclusion that the
            goal of restoring and sustaining love
            in a marriage is often more important
            than the goal of resolving conflicts.
            By restoring love, the conflicts will
            take care of themselves.
                     (beat)
            Many couples believe that love can be
            restored, at least to the level that
            it once was.
                     (beat)
            I don't feel that the love between
            you has been lost completely.  It
            just needs nurturing and with some
            guidance and work, it can be renewed.

Marnie and Josh glance at each other, hopeful.

                           NOAH (CONT.)
            The purpose of the second session was
            to review the questionnaires you've
            completed and plan a strategy to
            resolve your marital problems with a
            treatment plan.  I've laid out a few
            tasks that I would like you to --

                           JOSH
            Great.  More homework.

                                                            24.

                           NOAH
            Josh, the value of marriage counseling
            is in what you achieve between
            sessions, not necessarily what you
            achieve during the session.

                           MARNIE
                     (glances at Josh disapprovingly)
            We'll both try and do our very best
            to follow your treatment plan.

                           JOSH
                     (nods, albeit a
                     little reluctantly)
            You can count me in.

                           NOAH
            Good.  Now, this is what I'd like you
            to try before our next session...

INT. ASSISTED LIVING COMMUNITY - DAY

A big 70 on a birthday cake topped by a lit candle.  PRUDENCE
DRAKE, seventy with silver hair and a classic beauty in her
day.  She's surrounded by a host of RETIRED PEOPLE (some in
wheelchairs or with canes) who have gathered for her birthday
bash.  Her son, Noah's there also, along with his sister
NORAH, brother-in-law TED, and his niece and nephew Jenny and
Jordan.

                           JORDAN
            Make a wish, grandma --

                           JENNY
            And blow the candle out!

Prudence closes her eyes, makes a wish and blows her candle
out with a big WHOOSH.  Everybody CHEERS.

                                              CUT TO:

Prudence is opening birthday presents.  She opens a box and
takes out an ORANGE SWEATER.  It's ugly and out of style but
she still smiles pleasantly and kisses an OLD WOMAN next to
her on the cheek.  Then she adds it the PILE OF SWEATERS
she's already received.

Prudence picks up a small slim box, unwraps it and takes out
a SILVER PEN.  She holds it a aloft.  Everybody OOHS.
Prudence really likes it.  Looks for a card.  There isn't one.

                           PRUDENCE
            All right, who's the guilty party?

A man with a cane reluctantly steps forward.  BRADLEY, eighty,
a bit cantankerous and not a big fan of parties at all.

                                                            25.

Prudence sees who gave her the present and smiles.  She's
very pleased.

                                              CUT TO:

A old woman in a wheelchair, IRMA, a grandmother with a sour
disposition turns to ETHEL, who's standing behind her.

                           IRMA
                     (displeased)
            Huh... I'm sure she batted those
            eyelashes of hers to get that.

Could it be jealousy?

                                              CUT TO:

Prudence is with her two children, son-in-law and
grandchildren.  She looks at the present Noah has given to
her.  It's a GILT-FRAMED BLACK AND WHITE PHOTO of a YOUNG
PRUDENCE with her HUSBAND, who's dressed in a soldier's
uniform, ready to go off to war.

                           PRUDENCE
                     (wipes a tear)
            I don't know how you found this.  Oh,
            Noah, darling, it's so lovely!  I
            thought I lost this photo in the fire
            after your father came back from the
            war.  How on earth did you get it?

                           NOAH
            Mom, that was published in the paper.
            I just tracked it down and was able
            to get a negative.

                           PRUDENCE
            Brilliant!
                     (pulls Noah to her
                     and kisses him on the
                     cheek; turns to both
                     of her kids)
            Oh, I wish you two will have as many
            wonderful years as I had with your
            father.

                           NORAH
                     (nudges Ted)
            We're working on it.

                           TED
            We only have thirty more years to go!

                                                            26.

                           PRUDENCE
                     (to Noah, suddenly
                     aware of his
                     sensitivities, offers
                     him a reassuring smile)
            Darling, I'm sure your time will come
            again.

                           NOAH
                     (shrugs)
            There's no rule that you have to be
            married.  Thirty years with the wrong
            person is a prison sentence.

                           PRUDENCE
            You shouldn't be alone.  That's what
            I wished for, Noah.
                     (off Noah's confused look)
            When I blew out my birthday candle.

                           NOAH
            Mom, you shouldn't have wasted your
            wish on me.

                           TED
            I offered to hook him up with my cousin.

                           JORDAN
                     (aghast)
            Hey, wouldn't that be incest?

                           JENNY
            Eww!  Uncle Noah, are you going to
            sleep with a relative?

                           NORAH
                     (gives Ted a scathing look)
            Kids!

                           NOAH
                     (embarrassed, needs
                     an excuse to flee)
            Are you thirsty, mom?  Let me get you
            some Kool Aid.

Noah hurries off to the food table.

                                              CUT TO:

Nora joins Noah a moment later.

                           NORAH
            Sorry about that.  I have to lock
            those kids up.  They're way too
            curious about everything.

                                                            27.

                           NOAH
                     (chuckles)
            They're little rebels.

                           NORAH
            Devils you mean.  You're the one who
            taught them the alternate view of
            history.

                           NOAH
            Accurate -- not alternate.

                           NORAH
            Whatever.
                     (beat)
            You know, for a marriage counselor,
            you sure do hate the idea of marriage.

                           NOAH
            I don't hate it.  I'm just not cut
            out for it.

                           NORAH
            You only had one divorce.

                           NOAH
            One is a enough.

                           NORAH
                     (softly)
            No, Noah, you're just afraid to fall
            in love again.

INT. JOSH AND MARNIE'S HOUSE - DINING ROOM - NIGHT

Marnie has the best china and silverware out and candles have
been lit.  The small dining table has been set for a romantic
dinner for two.  Marnie glances at the wall clock.

Somebody's late for dinner.

INT. SPORT'S BAR - NIGHT

On the big screen TV the Charger's score a touchdown.
Everybody CHEERS.  Josh is at the bar with Ron and his other
buddy JIM, both big football fans.

                           JIM
                     (to Josh)
            That's twenty large!  How much did
            you win?

                           JOSH
            I didn't bet anything --

                           JIM
            Are you kidding me?  This was free money!

                                                            28.

                           RON
            It's the wife --
                     (a snapping motion)
            and the chain.  She made him give up
            gambling.

Josh suddenly glances at a clock on the wall and notices the
time.

                           JOSH
                     (gets up abruptly)
            Oh, shit!
                     (slaps money on the bar)
            I gotta go.  I'm late!

Josh rushes out of the bar.

Ron glances at Jim, makes a snapping motion.

                           RON
            The chain, buddy.  The chain.

INT. JOSH AND MARNIE'S HOUSE - DINING ROOM - LATER

Josh rushes into the room out of breath.  He's holding a
bouquet of roses.  The candles have sputtered out.  The room
is dark.  Marnie's not there.

                           JOSH
            Marnie?

No response.

Josh walks over to his...

INT. BEDROOM - CONTINUOUS

There's a sign stuck to the door.  It reads:

YOU FAILED THE FIRST TASK. 0 - 1

(You know where the couch is!)

INT. JOSH AND MARNIE'S HOUSE - LIVING ROOM - FOLLOWING MORNING

Marnie walks in expecting to see Josh still sleeping on the
couch.  She's surprised to see that he's not there.  The
blanket has been neatly folded on top the pillow.

Curious, she walks into the...

KITCHEN

It's empty, but to Marnie's big surprise, the small breakfast
table has been set with:   waffles with strawberries and
syrup, half a grapefruit and OJ.  A bouquet of red roses in a
vase.

                                                            29.

There's a hand printed sign on a piece of paper:

I'M INCREDIBLY, INCREDIBLY SORRY FOR LAST NIGHT.  PLEASE
FORGIVE ME?

(Passed task 2?  1-2?)

Josh suddenly walks in through the back door, carrying the
paper.  He glances at Marnie looking for approval.

Marnie smiles despite herself.

INT. BMW DEALERSHIP - DAY

Josh is seated behind his desk.  Business is slow.  He's
playing solitaire on his PC.

Through the glass windows, he spots a BEAT UP HONDA pulling
into the lot.  He instantly perks up.  He knows who it is.

His buddy Ron rises immediately at the prospect of a cusJimer.

                           JOSH
                     (leaping up)
            Sorry, that's mine!

He rushes out the door to greet Judy.

EXT. BMW DEALERSHIP - LATER

Josh is walking around the lot with Judy showing her all of
the sparkling new BMWs.

                           JOSH
            We have every model in stock.  You
            could even drive off with something
            today --

                           JUDY
            Whoa, buddy!  Let's take it one step
            at a time.
                     (taps a fender on a convertible)
            I probably have enough in the bank to
            walk off with a fender.  Jesus, what
            am I doing?  I don't know if I should
            be here.  Dr. Taylor wouldn't like me
            fraternizing with clients --

                           JOSH
            I won't tell.

                           JUDY
            Hey, but I couldn't give up a good
            deal, could I?
                     (points a finger at Josh)
            You promised, right?

                                                            30.

                           JOSH
            Scout's honor.

EXT. STREET - DAY

Judy is behind the wheel of a candy red BMW Roadster.  Her
flaming red hair is streaming behind her like a comet's tail
Josh is seated next to her.  They've taken a car out for a
test drive.

                           JUDY
            Oh, baby, I could get used to this!

Josh glances at Judy.  The sun's out, she's in shades and
wearing a nice tight dress and cleavage.  He notices.

                           JOSH
            Take it home with you if you'd like.
            I'll loan it to you for a week.  No
            strings attached.

                           JUDY
            Are you serious?  No deposit?  Nothing?

                           JOSH
            I know where you work.  Have fun.
            Keep it for a week, and I promise you,
            you'll be hooked.
                     (winks)
            I'll keep an eye on the Honda for you.

                           JUDY
            Honey, if I'm lucky, somebody will
            steal that thing!
                     (floors the pedal,
                     the Roadster surges ahead)
            Wheee!  This is fun!!!

INT. JOSH AND MARNIE'S HOUSE - LIVING ROOM - DAY

The furniture has been clustered into the center of the room
and covered with sheets.  Josh and Marnie are working up a
sweat with their home improvement project.

Marnie is painting the walls.  Josh takes a break from
painting baseboard that has been removed.  He looks at the
new color on the walls.  He's not a happy camper.

                           JOSH
                     (frowning)
            I can't believe I even agreed to that
            color!  What color is it anyway?

                           MARNIE
            Mauve.

                                                            31.

                           JOSH
            Mauve?  Look, men see only in a few
            colors. Peach, for example, is a
            fruit, not a color.  Pumpkin is also
            a fruit.  We have no idea what mauve is.

                           MARNIE
            Josh, I thought we agreed on the
            color --

                           JOSH
            No, you agreed.  I gave in.  The guys
            are gonna laugh me outta this house
            when they walk into a room colored
            like an eggplant!

                           MARNIE
                     (irritated)
            Then you should have spoken up!  I
            asked you --
                     (suddenly conciliatory)
            Look, Dr. Taylor asked us to work on
            something together... to bring us
            together.  There's no point in
            redoing this room if we aren't both
            happy.  We'll repaint it whatever
            color you like.

                           JOSH
                     (shrugs)
            Forget about it.  We've already done
            so much work and we spent all that
            money on the paint.  I'll get used to it.

                           MARNIE
            Paint's cheap.  We can --

                           JOSH
            Look, you like that color.  That's
            good enough for me.

                           MARNIE
            I want you to like it too.

                           JOSH
            Marn, just let it go.  It's no big
            deal.  I can get used to it.  All right?

Marnie nods slowly.  She doesn't look entirely happy.  She
knows that Josh has just given in again.

EXT. MARRIAGE MADE IN HEAVEN - DAY

This time Marnie and Josh have arrived on time.  Josh notices
the candy red BMW roadster in the employee slot.  He smiles.

                                                            32.

INT. MARRIAGE MADE IN HEAVEN - NOAH'S OFFICE - LATER

Josh and Marnie are seated before Noah.  They both look glum.

                           MARNIE
            I'm sorry we haven't made much
            progress...  This is already our
            third session with you.

                           JOSH
            One step forward and two steps back.

                           NOAH
            You don't have to apologize, Marnie.
            You're not here to please me.  Fences
            are not mended in one day and neither
            are marriages.  It typically takes
            months and multiple sessions.

                           JOSH
            Months?

                           MARNIE
            We followed some of the tasks in the
            plan you laid out for us  --

                           JOSH
            We tried the romantic dinner thing.

                           MARNIE
            Josh was so late, I went to bed.

                           JOSH
            I apologized.  Promised never to do
            it again.  But I did make you
            breakfast.  Didn't you like it?

                           MARNIE
            It was nice.

                           JOSH
                     (to Noah)
            See, we made progress there.

                           MARNIE
            We tired the home improvement project
            together, like you suggested.

                           JOSH
            We had some issues on color.

                           MARNIE
            He gave in.
                     (sighs)
            This... reconciliation... is harder
            than I expected.

                                                            33.

                           JOSH
            She's still getting on my --
                     (stops himself)
            I'll try harder.  Whatever it takes.

                           MARNIE
            I'm not giving up.

                           NOAH
            Josh.  Marnie.  You're berating
            yourselves too harshly.  The fact
            that you both care enough about your
            progress and are willing to continue
            trying speaks volumes.  Love is
            restored gradually.  Not in one day.
            This marriage can be saved.

                           MARNIE
            You still think there's hope?

                           NOAH
            Absolutely.

                                              CUT TO:

                           NOAH
            And remember you're welcome to call
            me -- even at home -- if you face a
            crisis in your marriage which you
            feel can't wait until our next
            session together.
                     (passes each of them cards)
            My contact numbers are on my business
            card.

                           MARNIE
            Even at home?

                           NOAH
            I'm fully dedicated to my clients.
            I'll go to great lengths to bring
            couples together.  There's great
            satisfaction in that.

                           MARNIE
                     (impressed)
            No wonder you're so successful.

                           JOSH
            Jeez, you're not married, are you?

                           NOAH
                     (hesitantly)
            No... I'm not.

                                                            34.

                           JOSH
            You're married to this job.  Some
            woman must've stuck it to you bad.

                           MARNIE
            Josh!

                           JOSH
            Oh, hey, I didn't mean anything
            personal.  I'm a... uh... impressed
            by Dr. Taylor's dedication.  Sorry, doc.

                           NOAH
            It's all right.
                     (but the comment did
                     sting him, though he
                     tries not to show it;
                     clears his throat)
            Now, here's what I'd like you to do
            before our next session ...

EXT. MARRIAGE MADE IN HEAVEN - LATER

Marnie and Josh head for their car.

                           JOSH
            Wait -- I gotta go.

                           MARNIE
            Go where?

                           JOSH
            The bathroom.

                           MARNIE
            Why didn't you go inside?  Wait until
            we go home.

                           JOSH
            You know traffic will be murder on
            the freeway.  I'll be right back.

Josh rushes back inside.  Marnie rolls her eyes and heads for
the car.

INT. MARRIAGE MADE IN HEAVEN - CONTINUOUS

Josh rushes inside and makes a beeline for Judy, who's tight
outfit makes her eye candy for any man.

                           JOSH
            So, how do you like it?

                           JUDY
            It's great!  I don't know how I'll be
            able to give it up at the end of the
            week.

                                                            35.

                           JOSH
            You don't have to...

                           JUDY
            It's too expensive.

                           JOSH
            I told you I'd give you a good deal.
            I'll take care of you.

                           JUDY
            Really?

                           JOSH
            Absolutely.

                           JUDY
            You're such a sweetheart!

Josh smiles.  He's a bit over eager to please Judy for some
reason.

                           JOSH
            See you Saturday.

                           JUDY
            I'll be there.

Josh heads for the door.

                           JUDY
            Hey, did you manage to lose that
            Honda of mine?

                           JOSH
            Afraid not.

                           JUDY
            Darn!

Josh and Judy exchange smiles and he leaves.

INT. ASSISTED LIVING COMMUNITY - DAY

Wall-to-wall bookshelves.  Nice cozy chairs.  Shafts of
bright sunlight through big windows.  Outside, it's possible
to see the geriatric crowd, who is enjoying the California
sunshine.  But Bradley is the only person cooped up inside
with a book.

                           PRUDENCE (O.S.)
            I wanted to thank you for the pen.

Bradley, who is deep into his book, is startled.

Prudence comes around.  She's smiling broadly.

                                                            36.

                           BRADLEY
                     (frowns deeply, hates
                     to be interrupted)
            Oh, it's you.

                           PRUDENCE
            Bradley, I wanted to thank you again
            for that lovely pen.  It writes so
            smoothly.  It must have been very
            expensive.  You shouldn't have.

                           BRADLEY
            It was a birthday.
                     (snorts)
            Had to get you something.

                           PRUDENCE
            It was the perfect gift.

                           BRADLEY
            See you writing a lot.  I'm not blind
            yet, you know?  Besides, what are you
            going to do with another sweater?
            Last time I checked, we still live in
            southern California.  Those old coots
            are senile.

                           PRUDENCE
                     (smiling)
            You're no spring chicken.

                           BRADLEY
            Just because my kids shipped me off
            to this place doesn't mean I'm over
            the hill.

                           PRUDENCE
                     (still smiling)
            I'm sure you aren't.

In the background, Ethel is pushing Irma in her wheelchair.
They start to pass the big window.

                           IRMA
                     (sudden)
            Stop!

Ethel screeches to a sudden halt, almost tipping over.

Irma has spotted Prudence talking to Bradley.  She presses
her face against the glass, her eyes are big as saucers - and
a bit jealous.  What's going on here?

                                                            37.

                           BRADLEY
                     (clears his throat,
                     impatient to get back
                     to his book)
            Well, thanks for a... thanking me.
                     (goes back to his book)

Prudence lingers.

                           PRUDENCE
            I was wondering... would you like to
            be my partner in the Scrabble
            tournament next week?

                           BRADLEY
            Scrabble?

                           PRUDENCE
            I see you reading a lot.  I'm sure
            you have a very good vocabulary.

                           BRADLEY
            With a woman?

                           PRUDENCE
            Don't tell me you're a chauvinist?

                           BRADLEY
            I'm... ah... busy...

                           PRUDENCE
            With what?

                           BRADLEY
            Lot of reading to do before I die.

                           PRUDENCE
            Mort told me that he played Scrabble
            with you a couple of times.  He said
            you were a whiz.

                           BRADLEY
            Mort has trouble spelling C-Awith -T.
            He should stick with Bingo.  It's a
            waste of my time to even try playing
            anyone around here.

Prudence is suddenly irritated.  She's on the verge of a
retort when:

Ethel comes into the library pushing Irma in her wheelchair.

                           ETHEL
            How long is this gonna take, Irma?  I
            want to go back to the sun.  It's
            good for my arthritis.

                                                            38.

                           IRMA
            I want to look up something in that
            book by Arnold Hemingway.

                           ETHEL
            I thought it was Ernest?

                           IRMA
            Keep pushing, Ethel!

Ethel pushes Irma down to a bookshelf that's within earshot
of Bradley and Prudence. Irma pulls a random book off the
shelves and starts to page through it, but is clearly only
interested in spying.

Prudence doesn't fail to notice Irma and Ethel.  She's a not
a big fan of either, but turns her attention back to Bradley.

                           PRUDENCE
            I can assure you there's a couple of
            players who'd give you a good
            challenge.  Vincent's very, very good
            and so is Rosemary.

                           BRADLEY
                     (turning back to his book)
            Not interested.

                           PRUDENCE
            I'm sorry to hear that.
                     (sighs)
            Well, thanks for the pen.

Prudence walks away a little disappointed.  As she passes Irma:

                           PRUDENCE
            It's Ernest, Irma.  Ernest Hemingway.
            And you're holding that books upside
            down.

She walks away as Irma turns red in embarrassment.

Bradley lifts his eyes from his book as Prudence walks out of
the room.  Is that a little bit of regret in his eyes for
turning Prudence down?

                           IRMA (O.S.)
            Bradley!

Ethel pushes Irma's wheelchair to Bradley.

                           IRMA
            Bradley, what book are you reading?

                           ETHEL
            Irma, how long is this going to take?

                                                            39.

                           IRMA
                      (snaps at Ethel)
            You can go enjoy the sun now!

                           ETHEL
            But --

                           IRMA
            Go!

Ethel shuffles away meekly.

Irma turns back to Bradley with a big grin.  Bradley rolls
his eyes towards the ceiling.  Maybe he shouldn't have let
Prudence go.

INT. RESTAURANT - DAY

Noah's sharing drinks with a GORGEOUS BLOND, who has the
sensuous looks of a porn star.

                           NOAH
            I don't normally subscribe to
            internet dating services --

                           GORGEOUS BLOND
            You're desperate.  I get it --

                           NOAH
            I'm not desperate.  Absolutely not --

                           GORGEOUS BLOND
            Hey, I get it.  It's all right.  I'll
            give you  a discount.  Two hundred to
            go all the way.

                           NOAH
                     (horrified)
            Excuse me?

                           GORGEOUS BLOND
            All right one hundred, and I'll just
            use my hand.

Noah flees from the table.

                                              CUT TO:

Noah's having lunch with a cute YOUNG WOMAN who looks a tad
adolescent.

                           YOUNG WOMAN
            How old are you?

                           NOAH
            Thirty five.

                                                            40.

                           YOUNG WOMAN
            Jeez, you look a lot older than your
            picture.
                     (peers at his hair, frowns)
            Hey, is that gray in your hair?

                           NOAH
                     (flabbergasted)
            I... uh... that picture on the dating
            site was a bit out of date.
                     (suddenly)
            How old are you?

                           YOUNG WOMAN
            Seventeen.  That's legal in California,
            right?

                                              CUT TO:

Noah's having lunch with a LADY COP who's still wearing her
uniform.  She has big beefy arms and looks like she could
snap Noah in half.

                           LADY COP
            I don't have a lot of time for
            socializing.  There's a lot of perps
            out on the street.  I could only
            spare half an hour during lunch.

                           NOAH
            We'll make the most of it.

                           LADY COP
            Do you mind if I run a background
            check on you?

                           NOAH
            Background check?

                           LADY COP
            I check out all of my potential
            boyfriends.  It's standard operating
            procedure for me.

                           NOAH
            I... I lead a clean life.

                           LADY COP
            The last guy who told me that turned
            out to be a serial rapist.
                     (beat)
            I shot him.

Noah turns pale.

                                              CUT TO:

                                                            41.

A BRUNETTE with glasses, a sober outfit and a serious manner.
She looks studious and a perfect match for Noah.  She laughs
at comment he just made.  This may be the one.

                           BRUNETTE
            I have to be honest, when I first saw
            you, I didn't think you would have a
            sense of humor.

                           NOAH
            Oh, it takes the right person to
            bring it out.

                           BRUNETTE
            Your a good man.  I can tell.
                     (abruptly)
            You're resume said that you're a
            marriage counselor...

                           NOAH
            Yes --

The brunette suddenly starts to cry.

                           NOAH
                     (reaching out)
            What's the matter?

                           BRUNETTE
                     (still crying)
            I miss my husband!  I was wondering --
            can you help us get back together?

                                              CUT TO:

Noah's at his computer reviewing his email.  There's a half a
dozen responses from internet dating services.  He starts to
delete every single one of them.  He's never going to try
that route again.

INT. JOSH AND MARNIE'S HOUSE - LIVING ROOM - NIGHT

It's a collage of pictures: wedding photos, the trip to
Hawaii; the trip to Tahoe; birthday parties; family reunions.

Marnie steps back from the collage and turns eagerly to Josh.
She seems pleased with her efforts.

                           MARNIE
            Well, what do you think?

                           JOSH
            That's nice.
                     (points to a wedding photo)
            Look, your brother still had hair
            during our wedding.

                                                            42.

                           MARNIE
            Yeah, you didn't have a gut.  Let me
            see yours.

Josh seems a tad reluctant now that she's seen Marnie's collage.

                           MARNIE
            Come on.

Josh picks up his collage from the coffee table and flips it
over.  It's pictures of: a harley; a vintage BMW; a boat; a
SUV; several different cars.  Josh and Marnie have posed
together in all of the photos, but the overriding theme seems
to be vehicles.

Marnie is quiet.  Josh notices her frowning.

                           JOSH
            What's the matter?

                           MARNIE
            You made a collage of all your toys.

                           JOSH
            What do you mean?
                     (points to a photo of
                     a mustang, Josh and
                     Marnie are posing in
                     front of it, smiling)
            Look, that's the first car we owned
            together.  Look at how happy we were!

                           MARNIE
            Dr. Taylor asked us to make a collage
            of happy moments together from our lives.

                           JOSH
            I know.  That's what I did.  Do you
            know much work it was putting this
            thing together?  I had to dig up the
            negatives for some of these pictures!

                           MARNIE
                     (a little hurt)
            The only happy moments of us together
            you could think of involved some sort
            of vehicle?

                           JOSH
                     (sighs heavily)
            Why do I even bother?

Josh drops his collage onto the coffee table and walks out of
the room.

                                                            43.

EXT. JOSH AND MARNIE'S GARAGE - DAY

Josh is on his knees, lovingly polishing the chrome on his
harley.  If only he'd paid this much attention to his wife.

                           MARNIE (O.S.)
            I'm sorry.

Josh doesn't turn.  Just shrugs.

Marnie comes over to him and places her hand on his shoulder.

                           MARNIE
            You're right, those were happy
            moments.  I... I just don't want to
            compete for your affection with your
            harley.

Josh stands up and turns away from his harley.

                           JOSH
                     (looking directly at Marnie)
            I'd give up all my toys if we could
            find a way to get along, Marn.

                           MARNIE
            I'd never ask you to give up anything
            that made you happy.
                     (takes Josh's hand)
            Come inside.  I made you dinner.

They walk inside together, holding hands.

INT. JOSH AND MARNIE'S HOUSE - KITCHEN - LATER

Marnie's taking out ziti from the oven.  Josh is helping out
by setting the table.  The phone rings.

                           JOSH
            I'll get it.

Josh answers the phone.

                           JOSH
            Oh, hey... what's going on?
                     (listens)
            Just having dinner.
                     (listens)
            What?  When?
                     (listens)
            Are you kidding me?  Balls, it had to
            happen!
                     (listens)
            Of course, I can swing it.  I don't
            want to miss it.
                     (listens)
            All right, later.

                                                            44.

Josh hangs up, brings the ziti over to the table and sits down.

                           MARNIE
            Who was that?

                           JOSH
            Jim.

Marnie brings over salad and joins Josh at the table.

                           MARNIE
            What did he want?

                           JOSH
            We're rescheduling the drag race for
            next Friday night.  They couldn't get
            the track this week.

                           MARNIE
            That's the night my students are
            holding their play. You promised to
            come with me.

                           JOSH
            Christ, I forgot about that!

                           MARNIE
            Why didn't you ask me first before
            you rescheduled with Jim?

                           JOSH
            Can't I go the next night with you?
            On Saturday?

                           MARNIE
            Friday's opening night.  All the
            parents and teachers will be there.
            Besides, I have reserved seats for you.

                           JOSH
                     (in pain)
            Oh, god, how am I gonna tell Jim I
            can't be there?  This sucks!

                           MARNIE
            Just forget it, just go to your to
            your race.
                     (under her breath)
            It's hard to keep any commitment for you.

                           JOSH
            What was that?

                                                            45.

                           MARNIE
                     (loud)
            I said that it's hard to keep any
            commitment for you.  You're
            fashionably late to everything,
            aren't you?  That's your modus operandi.

Josh suddenly stand up, rattling the table.

                           JOSH
                     (angry)
            I don't need this anymore!

Josh grabs his coat from a peg on the kitchen wall and walks
out of the house through the back door, SLAMMING it behind him.

Outside a harley REVS UP and PEELS away.

Marnie looks at the ziti on the table.  Grabs it suddenly and
throws into the trash.

She collapses into a chair and starts to cry.

INT. JOSH AND MARNIE'S HOUSE - KITCHEN - LATER

Marnie is sitting at the breakfast table staring at the phone,
debating whether to make a call.

Beat.

Finally, she goes to her purse on the counter, removes a
business card and dials a number.  She hangs up suddenly.
Then musters up her courage and dials again.  This time she
doesn't hang up.

INTERCUT BETWEEN MARNIE AND NOAH

Noah's in his living room, reading a book.

                           MARNIE
            Dr. Taylor?

                           JOSH
            Marnie?

                           MARNIE
            Yes...  Um... I'm so sorry to call
            you,at this hour, but you said at our
            last session if --

                           JOSH
            Yes, of course.  No problem at all.
            What's the matter, Marnie?

Beat.

                                                            46.

                           MARNIE
            Josh left.  He and I had a big fight.
            He just walked out on me.  I don't
            think he's coming back.  He's always
            threatened to ride off on his harley
            some day.

                           NOAH
            Did he pack his bags?

                           MARNIE
            No.  How much could he fit on a harley?

                           NOAH
            If he was really leaving, don't you
            think he'd pack his bags and take the
            car?

                           MARNIE
            I guess so.

                           NOAH
            Marnie, what precipitated this argument?

                           MARNIE
            Josh was supposed to attend the
            opening night of the school play with
            me.  He made another commitment
            without asking me first.  It's the
            same old story.  When I spoke my mind
            about it, he got angry and left.
                     (beat)
            Dr. Taylor, I never saw him this
            angry.  He's never walked out before.
            I don't know where he went.

                           NOAH
            Marnie, it's the age of cell phones.
            Call Josh if you're worried.  I'm
            sure he'll answer your call.

Marnie hears the front door closing.

                           MARNIE
            Can you wait a second please?

Marnie peaks through the kitchen into the living room and
sees that Josh has just walked in carrying something in a
plastic bag.

                           MARNIE
            He's back --

                           NOAH
            Josh?

                                                            47.

                           MARNIE
            Yes...
                     (beat)
            He -- he went out to get Chinese
            takeout.  Oh, I feel so embarrassed --

                           NOAH
            That's quite all right, Marnie.
            You're always welcome to call me in
            any crisis --

                           MARNIE
            This wasn't a crisis.  It was Chinese
            takeout.

                           NOAH
            Misunderstanding happen all the time
            when couples fight.

                           MARNIE
            Josh is right about me.  I
            overreact --
                     (sees Josh coming
                     towards the kitchen, whispers)
            He's coming.  I don't want him to
            know I called you.  He'll think --

                           NOAH
            Goodnight, Marnie.  Take a deep
            breath and just relax.  Everything
            will work out all right.  See you at
            the next session.

                           MARNIE
            Thank you so much for your help.

                           NOAH
            My pleasure.

Josh walks in just as Marnie hangs up the phone.  He takes
out the Chinese food and indicates an eggroll to her without
saying a word.  Marnie shakes her, also not saying a thing.
She leaves the kitchen to let Josh eat alone.

INT. BMW DEALERSHIP - DAY

Judy is at Josh's desk in the BMW showroom.  She just put her
John Hancock on the final loan papers to buy the red BMW
roadster.

                           JUDY
            There you go!  I've officially
            dedicated myself to eating canned
            beans for the next five years.  No
            manicures, pedicures -- hell, I may
            even have to try and do my own hair!

                                                            48.

                           JOSH
            Come on, you got the car for a song!
            And what I gave you for that Honda --

                           JUDY
            Are you sure you're not going to get
            in trouble for this?

                           JOSH
            Oh, there's always the possibility
            that my boss could fire me and try to
            repossess your Beamer.

                           JUDY
                     (laughing)
            Oh, honey, that's if he could find me.
            I'm never going to give it back!

Judy's effervescent laugh attracts Ron's attention.  He's
sitting at his desk a few feet away pretending to be busy,
but ogling Judy, who's looking positively sumptuous in her
short skirt and tight top.

                           JUDY
                     (extending her hand)
            I can't thank you enough, Josh.
            You've made this woman extremely happy.

                           JOSH
                     (shaking her hand)
            My pleasure.

They both rise.  Josh escorts her to the door and opens it
for her.

                           JUDY
                     (excited)
            I'm gonna burn some rubber today!  Ciao.

Judy starts to walk out the door.  Josh suddenly calls out to
her.

                           JOSH
            Hey --

                           JUDY
                     (turning around)
            Yes?

Beat.  Josh is debating on asking Judy something.

                           JUDY(CONT.)
            This magnificent red sports car is
            calling out to me --

                           JOSH
            You like speed, right?

                                                            49.

                           JUDY
            And how.

                           JOSH
            Do you want to test your new Beamer
            out?  Do you want to see how much
            muscle it has?

                           JUDY
            I'm all for speed, but the California
            freeways not the autobahn.

                           JOSH
            No, no, I'm talking about drag racing
            on a track.  It's a total adrenaline
            rush.
                     (blurts it out)
            Would you like to go next week?

                           JUDY
                     (playful)
            Are you asking me out on a date?

                           JOSH
                     (quickly)
            No, of course not!  We would
            be...Jeez come on, why would I ask
            you out?  For Chrissakes, I'm seeing
            the marriage counselor you work for.

                           JUDY
            And if the guy I worked for found out --

                           JOSH
            Of course, he doesn't need to know.

Beat.

                           JUDY
                     (smiling)
            Of course.

                                              CUT TO:

Ron makes a beeline for Josh as soon as Judy walks out the door.

                           RON
            Did I overhear --

                           JOSH
            Overhear?  You were listening to the
            entire conversation!

                           RON
            She's actually coming to the drag race?

                                                            50.

                           JOSH
            Yup.

                           RON
            Holy moly, she's a knockout.  Ah, man,
            wait till Jim gets a look at her.
            You have to ... to her.

                           JOSH
            You're a married man, buddy.

                           RON
            So are you.

Is that a look of regret on Josh's face?

EXT. SAN DIEGO ZOO - DAY

A line of yellow school buses are parked along the curb.
CHILDREN spill out excitedly, loud and boisterous.  TEACHERS
and CHAPERONES rush to do a headcount and get them to line up.

Marnie gets out of one bus with Ellen her teacher friend.

Noah steps out from another bus.  Marnie and he see each
other and do a double take.

EXT. TICKET BOOTH - MOMENTS LATER

They children have been divided into different groups with a
chaperone and a teacher each.  Marnie's the teacher for this
group, Noah's the chaperone.  Ellen and a parent have taken
another bunch of kids.

                           MARNIE
            Dr. Taylor, how on earth -- what are
            you doing here?

                           NOAH
            I volunteered to chaperone for my
            niece and nephew.  Jenny and Jordan.

                           MARNIE
            The twins?

                           JENNY AND JORDAN
            That's us!

Jenny comes up and grabs Noah's hand.

                           JENNY
            He's my uncle, Mrs. Whitmore!

                           MARNIE
                     (surprised)
            Your uncle?

                                                            51.

                           ELLEN (O.S.)
            All right!  Forward!  March!

                           NOAH
                     (surprised)
            You're their teacher?

Noah and Marnie rush to catch up with the rest of the group.

EXT. ELEPHANT PASTURE - LATER

The group has gathered around the railing surrounding the
elephant exhibit.  Huge Indian elephants are spraying
themselves with muddy water to cool themselves.  The children
are gathered around a TOUR GUIDE.

                           TOUR GUIDE
            These are Indian elephants.  This is
            a one of three subspecies or races of
            the Asian elephant "Elephas maximus".
            They're smaller and more easily tamed
            than the larger African --

                           JORDAN
            Hey, I think that elephant's about to
            go to the bathroom!

All of the children rush to the railing.  They watch with
bated breath... as suddenly the elephant FARTS.

                           YOUNG VITO CORLEONE
            Holy shit!  Look at all that crap!

Marnie rushes to reprimand Young Vito.

                           MARNIE
            Anthony, no swearing!

                           YOUNG GIRL
            Ewww, it stinks!

                           JORDAN
            He's got diarrhea!

EXT. PANDA EXHIBIT - LATER

The children are bored.  There's nothing exciting to see.
Two fat pandas are snoozing in the sun.

Finally, Marnie finds a moment to approach Noah.

                           MARNIE
            I can't believe I ran into you on a
            field trip.  You're my marriage
            counselor!

                                                            52.

                           NOAH
            Small world isn't it?

                           MARNIE
            When we came to see you, I never even
            knew that your were Jenny's and
            Jordan's uncle.

                           NOAH
            If I had known that you were their
            teacher, I would have given you a
            discount.

Marnie smiles at Noah's stab of humor.

                           MARNIE
            How about the next session?

                           NOAH
            Promise me that you'll give the twins
            A's and it's on the house.

Marnie and Noah both laugh.

EXT. APE HABITAT - LATER

Apes are swinging vines, climbing trees or lounging about in
a lush recreation of the jungle.  The children are being
thrilled by a large, ORANGE ORANGUTAN whose pounding its
chest theatrically.

                           TOUR GUIDE
            That's Clyde, he's an orangutan from
            Sumatra.  He tips the scales at a
            hefty 284 pounds.  He has an arm
            reach of 8 feet --

                           JORDAN
                     (suddenly pointing at Clyde)
            Look at his penis.  It's hard!

                           YOUNG GIRL
            Ewww!

                           JORDAN
            That's called an erection.

                           MARNIE
            Jordan!

                           JORDAN
            That's just like a real man.  We came
            from apes, you know?

                           YOUNG VITO CORLEONE
            Hey, I didn't come from an ape!

                                                            53.

                           JENNY
            It's called evolution.
                     (turns to Noah)
            Uncle Noah, didn't you say that Adam
            and Eve is a bunch of baloney and
            that we evolved from chimpanzees?

There is sudden silence.  Everybody turns to look Noah.  Even
the primates seem to focusing on Noah, who looks a tad
embarrassed.

                           NOAH
            Um, that's one viewpoint, Jenny, but
            I don't think now is the time to go
            over --

                           JORDAN
            But, didn't you say that our teachers
            don't teach us a hill of beans?

                           MARNIE
                     (suppressing a smile)
            Really?

                           NOAH
            I -- um, that's not exactly what I
            said --

                           JENNY
            But you said that most of the kids in
            my class would turn out to be dummies --

                           NOAH
            I didn't use the word dummy --

                           YOUNG VITO CORLEONE
                     (to Noah)
            Who are you calling dumb?  You're a
            retard!

                           MARNIE
            Anthony, you're getting detention!

                           JORDAN
            Hey, you can't call my uncle a retard!
            You're the retard!

Before the kids can come to blows, Noah grabs Jordan and
Marnie quickly takes Anthony's hands.

                           MARNIE
            All right, that's quite enough.
            Let's go have lunch!

Marnie gives Noah a smile and marches the kids toward the
cafeteria.

                                                            54.

INT. ZOO CAFETERIA - LATER

The kids have gotten their lunch.  Noah joins Marnie at a
table where she's sitting by herself.

                           NOAH
            Marnie, about --

                           MARNIE
            You don't have to explain.
                     (laughs)
            Actually, I agree with some of your
            views.  We don't teach the students
            enough at school.  Our curriculum is
            very restricted.

                           NOAH
            I'm sure you're a very good teacher.

                           MARNIE
            So you're the one who's been teaching
            Jenny and Jordan the contrary view of
            everything.

                           NOAH
            I like to give them a broader
            perspective.  I'm sorry if they're a
            bit vocal --

                           MARNIE
            They liven up my day.  They're my
            brightest students.  Dr. Taylor,
            whatever you're teaching them, keep
            it up.

                           NOAH
                     (very pleased)
            Thank you.

                                              CUT TO:

At a nearby table Jordan and Jenny are quietly watching Noah
and Marnie talking to each other.

                                              CUT TO:

                           MARNIE
            About calling you at home the other
            night --

                           NOAH
            Forget it.  How are you and Josh doing?

                                                            55.

                           MARNIE
                     (shrugs)
            We've been cordial but our orbits are
            not intersecting in the last few
            days -- maybe on purpose.  We still
            need to start on your second assignment.

                           NOAH
            Did you make the collage yet?

                           MARNIE
            That's what started the argument the
            other night.

                           NOAH
            Oh, I'm sorry to hear that.  My
            assignments were meant to bring
            couples together, not tear them apart.
                     (very critical of himself)
            I'll have to reevaluate my --

                           MARNIE
            Listen, you can't take responsibility
            for all of our arguments.  And I'm
            sure you don't want to talk about my
            marriage right now. That's what the
            sessions are for.  I'm sure your wife --

                           NOAH
            I'm not married.

                           MARNIE
            Oh.

Beat.

                           NOAH
            Actually, I'm divorced.

                           MARNIE
            Oh.

Beat.

                           NOAH
            It's ironic. I'm a marriage counselor
            and I couldn't even save my own marriage.

                           MARNIE
            I'm sorry to hear that.

                                              CUT TO:

Marnie notices Noah straightening out his plate and napkin
during the meal.

                                                            56.

                           MARNIE
            You're anal too!
                     (then catches herself)
            Oh, I'm sorry.  I'd didn't mean to
            say that.

                           NOAH
            If you're a member of the club,
            there's nothing to be ashamed of.

                           MARNIE
            I guess your punctual and meticulously
            clean and your house is spotless?

                           NOAH
            Afraid so.

                           MARNIE
            And you plan everything out, right?
            To the last detail?

                           NOAH
                     (smiling)
            Guilty as charged.

                           MARNIE
                     (a shot in the dark)
            Do you love the History Channel?

                           NOAH
            And the Discovery Channel.  I set my
            TiVo to a season pass.

                           MARNIE
            Good, lord, you're the man of my dreams!

Oops, Marnie realizes that she's said too much.  There's an
awkward moment and then they both start to laugh.

                                              CUT TO:

The TWINS see Marnie and Noah laughing together.  They seem
to be hitting it off.

Ellen comes late with her students but she arrives in time to
see Marnie and Noah laughing too.

They all have the same thought.

Hmm... what's going on?

INT. TEACHER'S LOUNGE - DAY

Marnie's catching a bite to eat during lunch.  Ellen walks in
and joins her.

                                                            57.

                           MARNIE
            Hi.

Ellen has no time for small talk.

                           ELLEN
            All right, let me cut to the chase.
            I saw you talking to that guy at the
            zoo.  You two seemed attached at the
            hip all day --

                           MARNIE
            Are you talking about --

                           ELLEN
            Tell me he's a divorced parent of one
            of your students.

                           MARNIE
            He isn't a parent.  He's related to
            two of my students.  He's their uncle.

                           ELLEN
            Not a parent.  Great.  Is he married?

                           MARNIE
            Divorced.

                           ELLEN
            Great!

                           MARNIE
            Ellen, I'm a married woman!

                           ELLEN
            Whose marriage happens to be on the
            rocks.

                           MARNIE
            Ellen, he's my marriage counselor!

                           ELLEN
            What?

                           MARNIE
            The guy at the zoo.  That's Dr. Noah
            Taylor.  He's my marriage counselor.

                           ELLEN
            What the heck was he doing at the zoo?
                     (then it sinks in)
            Your marriage counselor is the uncle
            of two of your students?

                                                            58.

                           MARNIE
            He volunteered to be a chaperone.  I
            didn't even know who he was when Josh
            and I went to see him.

                           ELLEN
                     (whistles)
            That's kismet.

                           MARNIE
            So your speculations about us are
            totally ludicrous.  That's just crazy.
            He's the guy who's trying to save my
            marriage, not break it up.

                           ELLEN
            I've seen crazier things happen in
            the movies.

                           MARNIE
            This is not the movies.

                           ELLEN
            Movies are life with the boring parts
            cut out.  This better than the movies.
            He was cute, you know?  If he got rid
            of those geeky glasses --

                           MARNIE
            Ellen --

                           ELLEN
            Well, you two did look good together.

                           MARNIE
            Stop it --

                           ELLEN
            When was the last time Josh made you
            laugh so much?  When was the last
            time you two were so happy together?

Marnie falls silent.  The truth's hits a little too close to
the mark.

INT. NORAH'S HOUSE - DINING ROOM - NIGHT

The family's gathered around the dining table for dinner.
Ted, Norah's husband notices an empty place mat.

                           TED
            Hey, I thought Noah was coming tonight?

                                                            59.

                           NORAH
            He called to say he couldn't make it.
            He's working late... something about
            reevaluating the assignments he doles
            out to couples, whatever that is.

                           TED
            What does he need to reevaluate?
            He's got the most successful practice
            in San Diego.

                           NORAH
            Did you forget that my brother's a
            perfectionist? Jordan, stop playing
            with your food!

Jenny makes a face at Jordan, very amused.

                           NORAH
                     (to Jenny)
            You better finish all your spinach.

Jordan is the one laughing now.

                           NOAH
                     (turns back to her husband)
            Did you talk to Joan about Noah yet?

                           JORDAN
            Is that your cousin, dad?

                           JENNY
            Eww!  That's a relative!  That's
            called in--

                           NORAH
            Stop right there!  Ted, tell them
            that you and Joan are not related.

                           TED
            Well, she's my third cousin on my
            mother's side...

                           JORDAN
            See, she's a relative!

Norah rolls her eyes.

Beat.

                           JENNY
            Uncle Noah likes our teacher.

                           NORAH
                     (instantly curious)
            What?

                                                            60.

                           JORDAN
            At the zoo the other day.  Uncle Noah
            talked to our teacher all day long.

                           JENNY
            They even had lunch together.  She
            was laughing at everything he said.

                           JORDAN
            Yeah, I bet he has crush on her.
            She's really pretty.

Norah and Ted exchange glances and share a smile.  Hmm, what
have we here?

INT. JOSH AND MARNIE'S HOUSE - LIVING ROOM - DAY

Josh and Marnie stare at a pair of HANDCUFFS and a BLINDFOLD
laying on the table.

                           JOSH
            So which one do you want to put on?

                           MARNIE
                     (points to the handcuffs)
            Are those real?

                           JOSH
                     (nods)
            Borrowed them from Ron.
                     (off Marnie's
                     confused look)
            You know, he and his wife are into
            bondage.
                     (a playful smile)
            Speaking of which --

                           MARNIE
            Come on, Josh.  This is serious.  Dr.
            Taylor --

                           JOSH
            Yeah, I know.  Why couldn't he assign
            us a bondage assignment instead?
            That could of been more fun.

                           MARNIE
                     (ignoring him)
            Do you mind if I take the blindfold?

                           JOSH
            Sure.
                     (holds out his hands)
            All right slap them on me.

                                                            61.

                           MARNIE
            I think you better put the blindfold
            on me first.

                           JOSH
            Right.

                                              CUT TO:

Josh has his hands tied behind his back with a pair of
handcuffs.  Marnie is wearing the blindfold.

                           JOSH
            Remember, no peeking.

                           MARNIE
            You know I'd never cheat.
                     (passionate about the assignment)
            I know where going to do well, right,
            Josh?  We have to both really try
            hard.  All right?  This is our
            marriage, O.K?  You have to take this
            assignment seriously.

                           JOSH
            Sure.

Josh clears his throat.

                           MARNIE
            What's the matter?

                           JOSH
            I have to go to the bathroom.

Marnie actually manages a little smile.  She turns and heads
in the direction she thinks the bathroom is and almost
crashes headlong into the wall --

                           JOSH
            Stop!

Marnie stops abruptly.

                           MARNIE
            Come over to me and turn around with
            your back to me.

Josh does as she says.  Marnie places her hand on his shoulder.

                           MARNIE
            Lead the way.

Josh smiles.  They're leaning on each other already.

                                              CUT TO:

                                                            62.

Marnie tries to feed Josh who can't feed himself.  She misses
his mouth and hit's him in the eye with the spoon.

                                              CUT TO:

Josh leads Marnie to the bathroom.  He waits outside as she
goes in.

                                              CUT TO:

Marnie scratching an itch on Josh's nose.  He's really grateful.

                                              CUT TO:

Marnie is sitting down.  Tries to locate her water bottle
from the lamp table, but can't find it.  Josh expertly grabs
it with his handcuffed hands from the coffee table and gives
it to her.

                                              CUT TO:

Josh picks up clothes from a laundry basket.  Marnie
carefully folds them.

                                              CUT TO:

Marnie is rubbing Josh's wrists and shoulders which have
become sore.

                                              CUT TO:

Josh leads Marnie to the front door and she opens it.  A pair
of girl scouts are trying to sell cookies.  They see that
Marnie's blindfolded.  Find it curious.  Then notice that
Josh's hands are cuffed.

The girls glances at each other.  What the heck is going on?
Frightened, they make a run for it.

EXT. JOSH AND MARNIE'S HOUSE - LATER

Police sirens WAIL.  A pair of cruisers SCREECH to a halt
outside the home.  ARMED COPS jump out and head for the door.
A few take cover, while two ring the door bell.

Beat.

Marnie opens the door, blindfolded.  Josh is still handcuffed.
He see the cops and tells her to remove her blindfold.
Marnie does and blanches when she sees what's going on.

Noah's assignment has produced some unexpected results.

INT. MARRIAGE MADE IN HEAVEN - DAY

Back for their fourth session.

                                                            63.

                           NOAH
            The police came and almost arrested you?

                           JOSH
            The girl scouts reported us.

                           MARNIE
            They thought Josh was being held hostage.

                           JOSH
            Come on, she was blindfolded!  How in
            the heck could she hold me hostage?

                           MARNIE
            They were about ten years old.  You
            were handcuffed.  What did you expect
            them to think?

                           JOSH
            I'll never buy cookies from them again.

                           NOAH
            I'm extremely sorry about what
            happened.  The point of the exercise
            was to have you lean on each other
            and make you realize how much you
            depended upon one another.  None of
            my other clients have ever encountered
            such a drastic outcome.  This is
            usually one of my most successful
            assignments.

                           MARNIE
            Dr. Taylor, it's not your fault.

                           JOSH
            Ah, don't worry about it. It's all
            actually kind of funny.  The guys had
            work had a big laugh over it.

Noah shakes his head.  He's being real hard on himself.

                           NOAH
            Marnie told me the other day that you
            didn't have much success with your
            first assignment either?

                           MARNIE
                     (off Josh's confused look)
            I ran into Dr. Taylor at the zoo.

Josh is still confused.

                           NOAH
            She's my niece and nephew's teacher.

                                                            64.

                           JOSH
                     (chuckles)
            Hey, you should gives us a discount then!

                           NOAH
            I'll have to seriously consider that.
            Clearly, the plan I have set up for
            you has not been working.  I've been
            reevaluating my assignments --

                           MARNIE
            Dr. Taylor, you don't have to give us
            any discount.
                     (glum)
            Maybe... maybe it's just us.

                           JOSH
            I told you that you'd have your work
            cut out for you with us.

                           NOAH
                     (surprised)
            Don't tell me you've both given up?

Noah looks at Marnie and Josh for a response.

Josh and Marnie glance at each other, then back at Noah.
They both nod a slow "no."

EXT. RACE TRACK - EVENING

Josh guns the engine of his blue Vette.  He glances out the
window and smiles at Judy's who's waiting in the sidelines
with his buddies Ron and Jim and their girl friends.  She
gives him the thumbs up sign.

Josh is going to race a Porsche.  The cars are on a short
track, the signal light is counting down from RED to YELLOW
and and suddenly turns:

GREEN

The cars zoom ahead with a SQUEAL of rubber.  Josh takes the
early lead, but then the Porsche pulls neck and neck and
pulls ahead.  It looks like it's gonna win.

                           JUDY
                     (at the top of her lungs)
            Come on!  You can do it!  Come on!

Judy's the loudest and most enthusiastic person in the crowd.
Maybe Josh  hears her through all the noise.  Somehow he
squeezes a little more juice out of his engine and pull out a
win in the final seconds.

                           JUDY
            Way to go!

                                                            65.

Judy runs to the finish line to congratulate Josh.

INT. SCHOOL AUDITORIUM - NIGHT

The place is packed for opening night.  Noah is attending the
play with Norah and Ted.  They have front row seats.

Marnie walks out onto the stage and taps the mike.  She's
wearing a long skirt and silk blouse and looks quite fetching.
The room falls silent.

                           MARNIE
            I would like to thank everyone for
            coming to the opening night of Romeo
            and Juliet.  The students have
            rehearsed several months, and I'm
            very proud of each and every one of
            them.  The kids all became very
            involved in their characters, but I
            assure you that there was no
            bloodshed between the houses of
            Montague and Capulet - at least on
            this stage.

There is laughter throughout the audience.

                           NORAH
                     (nudging Norah)
            Isn't she funny?

                           MARNIE
            All proceeeds from this play will go
            to the March of Dimes, so I encourage
            each of you to pester your friends
            and relatives to come to this show.

                           NORAH
                     (nudging again)
            Isn't she pretty?

Noah's a bit confused by Norah's behavior but nods.

                           MARNIE
            Thank you again and I hope you enjoy
            the show!

As Marnie walks off the stage, the curtains rise.

EXT. RACE TRACK - EVENING

Now it's Judy's turn.  She's sitting behind her candy red
Beamer convertible, decked out with goggles, leather gloves,
helmet and a tight little leather outfit.  She's GUNNING the
engine of her brand new BMW.  Next to her is a souped-up
orange Camaro, also ROARING.

                                                            66.

The signal turns green and both cars are unleashed.  The
Camaro takes an early lead and leaves the BMW in the dust.
It zooms ahead, half way to the finish line.  But suddenly
the red Beamer is coming on strong.  The Camaro tries to pull
away but can't.  The Beamer is suddenly neck and neck,
neither car is giving an inch.  They ROAR toward the finish
line dead even; but then at the last second, the Beamer
manages to pull ahead by a nose and wins the race.

Josh runs to the finish line.  Judy jumps out of her BMW and
WHOOPS and HOLLERS in pleasure.  She sees Josh and high fives
him.

                           JOSH
            You caught the green early!

INT. SCHOOL - THEATER -

Funny scene on stage.

                           JULIET
            Romeo, Rome.  Where art thou, Rome?

- what play is it?

YOUNG VITO - Rome

JORDAN - Juliet's brother?

JENNY - Juliet

Romeo and Juliet?

Tybalt

Montagues & Capulets

EXT. BAR - NIGHT

There's a sweet little candy red BMW parked next to a blue
Vette.  They look made for each other.

INT. BAR - LATER

The place is packed.  The drag racing crowd has drifted over.
Loud music, laughter and plenty of booze.  Squeezed in around
a big table are Ron and his wife CANDY, JIM and his girlfriend
SUE, and Josh and Judy.

Judy's laughing and causing the others to laugh.  She's seems
to have fit in with the crowd.

                                                            67.

                           RON
                     (to Judy)
            Boy, you're a firecracker.  You
            surprised everybody tonight.
                     (to everybody)
            Three wins on the first night!  Three.
            Can you believe it?  That's a track
            record!

                           JUDY
            What do you expect from a redhead?
            We're FIERY!

                           CANDY
            I was thinking about dyeing my hair red.

                           JUDY
                     (with a big smile)
            You do that, honey. It'll add some
            spice to your life!

                           JIM
            I heard that some of the guys she
            beat --

                           JUDY
            You mean the sore losers.

                           JIM
                     (smiling)
            You sure are a firecracker!  Yeah,
            the losers are threatening to file a
            complaint with the track and have
            your car given the once over.

                           JUDY
            Oh, please.  They were too busy
            staring at my cleavage to pay
            attention to their gas pedals.

                           JOSH
            That car's totally legit.  I just
            sold her a damn fine vehicle.

Judy turns to Josh and squeezes his hand.

                           JUDY
            That you did, honey, and at a damn
            good price too!

They share a smile.  The others at the table can't help but
notice.

INT. SCHOOL LUNCH ROOM - NIGHT

Refreshments are being served after the conclusion of the
play.

                                                            68.

Noah, Norah and Ted greet Josh and Jenny as they arrive after
changing out of their outfits.

There are hugs and kisses all around.  The kids quickly
detach themselves from the grown ups and go off to be with
their friends.

Norah takes Noah's hand and leads him over to Marnie, who's
being congratulated by PATRONS.

Marnie's sees Noah and smiles, which he returns.

                           NORAH
                     (arches a brow at Noah)
            Seems you two know each other, huh?

INT. BAR - LADY'S ROOM

Judy, Sue and Candy are touching up their makeup in front of
the mirror.

                           SUE
                     (touching up her mascara)
            I wonder where Marnie is tonight?

                           CANDY
                     (to Judy - mischievous
                     smile)
            Yeah, did he exchange her for you?

                           JUDY
            He said she had a play to attend.
            Opening night.

                           SUE
            Gee, what fun.  Twelve year old brats
            running around!

                           JUDY
                     (gives Judy a direct
                     look, lowers her voice)
            I heard he was having marriage
            trouble.  Are you two gonna be an item?

Judy's caught by surprise.  She has trouble finding a proper
reply.

                           JUDY
            I'm sure Josh loves his wife very
            much.  We're just here as friends.

                           CANDY
            Uh-huh.

                                                            69.

                           SUE
            I never saw him have as much fun with
            Marnie as he's having with you.  I
            like her and all, she's real sweet,
            but --

                           CANDY
                     (to Judy)
            She doesn't light his fire like you
            do, honey.

INT. SCHOOL LUNCH ROOM

Norah's successfully delivered Noah to Marnie.  She retreats
to a corner and watches with Ted from a distance.

Ellen Chang also watches from a different corner, just as
curious.

Left alone with Marnie, Noah feels a bit awkward.

                           MARNIE
            How did you like the play?

                           NOAH
            Oh... it was very... entertaining.

                           MARNIE
            Especially, with the near-riot we had
            on our hands.

                           NOAH
            Oh, that's what made it so entertaining!

Marnie laughs.  The ice is broken.

                                              CUT TO:

The patrons are leaving.  Marnie is at the door, bidding them
goodbye.   Norah and Ted with Noah and kids in tow approach
Marnie to say their goodbyes.

                           TED
                     (to Marnie)
            We had a great time, thank you!

                           MARNIE
                     (pointing to the kids)
            Thank the stars of the show.

                           NORAH
                     (suddenly)
            Kids, how would you like to go out
            for some ice cream?

The twins do a double take.  Their mom is offering them
something sweet?

                                                            70.

                           JORDAN
            Are you serious?  Now?

                           NORAH
            Yes.  Now.
                     (to Marnie)
            Why don't you join us?

Marnie's caught off guard.

                           MARNIE
            Well...

                           NORAH
            Come on.  It's our treat.  We want to
            thank you.

                           MARNIE
            It's getting late --

                           NORAH
                      (to Noah)
            Noah, ask her to come.  We'll have a
            good time.  It's only nine thirty.

                           JENNY
            But, you're always sending us to bed
            at nine --

                           NORAH
            You don't have school tomorrow, honey.

Jenny and Jordan glance at each other.  What's happened to
their mom?

Noah's not against the idea of Marnie coming, but finds the
situation awkward.  He glances at Norah.  She gives him a
pointed look and mouths the words "ASK HER" so nobody else
can see.

The kids and Ted are watching with bated breath.  They're
very interested.

                           NOAH
                     (to Marnie)
            Umm... Marnie, would you like to come
            out and have ice cream with us?  It
            should be... fun.

                           MARNIE
                     (beat)
            Sure, Dr. Taylor.

Norah brightens - but did Marnie actually call her Dr. Taylor?
She's gotta do something about that...

                                                            71.

INT. BAR

The dance floor has opened up.  There's a rock band playing.
Hips and heads are gyrating to the loud music.  Judy's and
Josh are dancing together and having a great time.

INT. ICE CREAM PARLOR

There's a decent crowd.  The twins are digging into banana
splits at one table.  Norah, Ted, Noah and Ted are at a booth,
digging into sundaes.

                           TED
            Who was the first person to see an
            egg come from a chicken's butt and
            think, I'll bet that would be good to
            eat?

                           NORAH
            Ted, that's gross!

                           TED
            My point is, we've regressed as a
            species.  Everything in our lives is
            predictable and pre-packaged.
            Technology is sucking the creativity
            right out of us.

                           NORAH
            This, from a man who threatened to
            explore the African bush someday -
            but has a hard time exploring the
            jungle in our back yard and killing
            the overgrown weeds.

                           TED
            You never know, I might do it someday.

                           NORAH
            What?  Explore the backyard?

Marnie and Norah suppress laughs.

                           NOAH
            Ted, I don't think we've regressed.
            We just haven't changed much.  We're
            surrounded by more technology but
            basic human nature hasn't changed.
            We're driven by the need to satisfy
            our hunger, mate and multiply.

                           MARNIE
            And grab more land.  How many wars
            can be traced to desire to grab a
            bigger piece of the pie?

                                                            72.

                           NOAH
            Don't forget religion.

                           MARNIE
            Absolutely.  Either we want to grab
            someone's land or convert them --

                           NOAH
            Or both.

                           MARNIE
            And of course this leads to conflict.
            Do you have any idea how much
            technology has progressed in the
            pursuit of killing our fellow man?
            How many have been killed?

                           NOAH
            Millions.  If we took the money that
            we spent on weapons and put it into
            education --

                           MARNIE
            That's music to my ears.

Norah and Ted exchange glances.  They notice how much Noah
and Marnie are agreeing.

                           NOAH
            If we educate a child properly.
            Teach him history, teach him the
            past -- because god knows, we're only
            repeating the mistakes of the past --

                           MARNIE
            I agree completely with Dr. Taylor --

                           NORAH
            We just came out to have ice cream,
            not to solve the world's problems!
                     (to Noah)
            Tell her to call you Noah.  Dr.
            Taylor, Dr. Taylor.  You weren't
            anointed that name at birth.  In fact,
            you know what mom used to call Noah --

                           NOAH
            Norah.  Don't.

                           NORAH
            Tell her to call you Noah, and I
            won't tell.

                                                            73.

                           MARNIE
                     (smiling)
            I wouldn't mind calling him Dr.
            Taylor, if I knew what your mom
            called him.

                           NOAH
                     (not amused)
            Yes, well.  That's between my sister
            and I --

                           TED
            I know what your mother called you.

Noah glances sternly at Norah.  She gives him an apologetic
look and smiles sheepishly.

                           NORAH
            Just tell her to call you Noah.

                           NOAH
                     (to Marnie)
            Feel free to call me Noah.

                           NORAH
            There, wasn't that easy?
                     (glances at her watch)
            Look at what time it is!
                     (gets up suddenly)
            Ted, let's go.  It's way past the
            kids' bedtime.  Save your
            philosophical discussions for later.

                           TED
            But you said it was Friday --

                           NORAH
            Ted, let's go!

Ted nods meekly and gets up.

Noah and Marnie are about to get up.

                           NOAH
                     (suddenly)
            Hey, don't leave on account of us.
            It's Friday night.  You're adults.
            Live a little.
                     (to Noah)
            You'll see that she gets home safely,
            won't you?

Noah sits back down.  He wasn't eager to go but turns to Marnie.

                           NOAH
            Do you have to go?

                                                            74.

Marnie's been having a good time.  She's seems reluctant to
go too.

                           MARNIE
            I guess I can hang around long enough
            to finish this sundae --

                           NORAH
            And find a solution to world peace.
                     (beaming)
            Have a good time both of you.  Don't
            you kids do anything I wouldn't do.
                     (giggles and gives
                     Noah a mischievous
                     wink; then turns to
                     the kids)
            All right, kids, let's go!

INT. BAR

Josh and Judy are sharing a couple of cold ones at the bar,
away from the their friends.  They've had maybe one too many
and are laughing boisterously.

                           JUDY
            The Chargers are gonna drop Fulton
            like a bad habit at the end of this
            season, I guarantee you.

                           JOSH
            No way!

                           JUDY
            Way!

                           JOSH
            They're paying him twenty five
            million.  He's leading the team on
            rushes and touchdowns!  At this rate,
            he's going to get them to the super bowl.

                           JUDY
                     (with her fingers)
            One.  He's had more turnovers than
            any body else in the league.  Two.
            He couldn't catch the ball even if it
            was made out of fly paper.  Three.
            He's not a team player.  Four, he's
            gonna burn out before they even reach
            the playoffs.  That's what he did at
            UCLA.  He shoots his wad way too
            early.  And.  Five.  He's too
            expensive.  They could buy three of
            him in next year's draft.

Josh is impressed by Judy's football acumen.  She likes fast
cars and football.  This is his kind of woman.

                                                            75.

                           JOSH
            I should bet you.

                           JUDY
            You could buy me another beer.

                           JOSH
            How many have you had tonight?  A
            little thing like you --

                           JUDY
            Little?  I can out drink you --

Judy reaches for Josh's beer, miscalculates the distance, and
starts to fall off the chair --

Josh catches her in his arms and scoops her up.  She has his
arm around his neck.  Their faces are intimately close.

For a moment, it's just them.  Everything else has disappeared.
They've lost themselves in each other's eyes.

Loud WHISTLING breaks the spell.  There are catcalls and
hollers from the table where Josh's friends are sitting.  Ron
and Jim give Josh the thumbs up sign and big grins.

Josh and Judy quickly separate.

                           JUDY
                     (smiling sheepishly)
            Better order me a ginger ale, sugar.

INT. ICE CREAM PARLOR

Noah and Marnie are alone together sharing sundaes.  Noah's
cell phone RINGS.  He answers it.

                           NOAH
                     (into phone)
            Hello.
                     (listens)
            What are you --
                     (listens)
            You have the wrong idea --
                     (listens)
            You're way off base --
                     (listens)
            Norah, goodnight --
                     (listens)
            Goodnight.  We'll talk about this later.

Noah abruptly ends the call.

                           MARNIE
            Was that your sister?

                                                            76.

                           NOAH
            Unfortunately.

                           MARNIE
            What did she want?

                           NORAH
                     (beat)
            I'll have to plead the fifth on that.

                           MARNIE
                     (amused)
            Your sister seems to have taken a
            keen interest in bringing us together.

                           NOAH
            I'm so sorry about that.

                           MARNIE
            Does she know that you're my marriage
            counselor?

                           NOAH
            Apparently not.  I'll have to talk to
            her about that.

                           MARNIE
                     (giggles)
            I'm flattered.  It's actually funny.
            I'm having a nice night.  Thank you
            for your company.

Noah's moved by her sincerity.  He too is happy with her
company.  They glance at each other, lock eyes.  Is there a
spark there?

They both quickly look away.

                           NOAH
                     (changing the subject)
            Where's Josh tonight?

                           MARNIE
                     (smile instantly disappearing)
            At some drag racing event.

                           NOAH
            He didn't make it to opening night of
            your play.

                           MARNIE
            He's very passionate about racing his
            Camaro.  Some big even tonight.
            Unfortunately, I'm not a big fan of
            the sport.  We don't seem to share a
            lot of the same interests...

                                                            77.

                           NOAH
            Have you been working on the revised
            assignments that I gave you?

                           MARNIE
            Oh, we're trying... sometimes too
            hard I think...

                           NOAH
            I was so confident that my new
            assignments would work.  Maybe I need
            to --

                           MARNIE
            Noah, stop blaming yourself!

The use of Noah's first name stops them both short.  Marnie
actually blushes.

                           MARNIE
            I'm sorry, Dr. Taylor.

                           NOAH
            Marnie, call me, Noah.  We're not at
            my office.

Marnie smiles.  A threshold has been crossed.

                           MARNIE
                     (smiling coyly)
            Or I can call you what your mom
            called you.  Care to tell me?

Noah shakes his head, smiling.

EXT. BAR - PARKING LOT

Everybody waves goodbye and heads for their cars.  Josh walks
over to Judy's car to see her off.

                           JOSH
            Are you gonna be all right driving by
            yourself?

                           JUDY
                     (purposely slurring
                     her voice)
            No prrroblem, sssssugar.
                     (beat)
            I had a good time tonight.

                           JOSH
            Do you like football?

                           JUDY
            Is the pope Catholic?

                                                            78.

                           JOSH
            I've got tickets to this weekend's
            game.  Come with me.

                           JUDY
            I shouldn't.

                           JOSH
            You should.

                           JUDY
            If Dr. Taylor found out --

                           JOSH
            You should.

                           JUDY
            You're married...

                           JOSH
                     (knows better, but
                     can't help himself)
            Tell me you'll come.

Judy struggles with herself.  The doubt and desire are
visible on her face; but then she finally nods, smiling.

                           JUDY
            The seats better be good!

She gets into her BMW and zooms away.

EXT. ICE CREAM PARLOR

Noah walks Marnie to her car.

                           MARNIE
            So, there's no way that you'll tell
            me what your mom used to call you?

                           NOAH
            I could tell you, but then I'd have
            to kill you.

Norah and Marnie both smile.  They savor it.  They haven't
smiled in a long time.

                           NOAH
            Marnie...

                           MARNIE
            Yes...

                           NOAH
            I've... ah... haven't smiled... or
            laughed like this in a long time.

                                                            79.

                           MARNIE
            Me too.
                     (half joking)
            We must find more ways to run into
            each other like this.

                           NOAH
            We will.  At your next session.  Have
            a good night.

                           MARNIE
            You too... Noah.

They smile at each other and part ways.

EXT. QUALCOMM STADIUM - PARKING LOT - DAY

Home of the Chargers.  The parking lot's full of barbecues
and beer.  It's tailgating time.

                           JOSH
            Go long!

They've commandeered a bit of land in the parking lot.  The
goal post is two traffic cones five yards away.  It's 2 on 2,
Judy and Josh against Ron and Candy.  Jim and Sue are
cheerleading on the sidelines.

Ron's covering Judy.  He towers over her.  But he's also
heavy.  Judy makes a sharp left and goes long.  Ron tries to
turn -- but he's too slow.  Josh throws.  Judy catches the
football.  Ron tries to grab her.  Judy spins around and cuts
right.  Ron's tumbles to the asphalt.  Judy runs for a
touchdown and scores.

                                              CUT TO:

They're sharing beers at their cars.

                           JUDY
                     (out of breath)
            Man, that was fun!

                           JOSH
            You're awesome.  That was a great!

                           RON
                     (high-fives Judy)
            Next time she's on my team.

                           CANDY
            Why would she be on your team?
            You've got a gut the size of Alaska.

                           JIM
            I've got dibs on her then.

                                                            80.

                           SUE
            The only dibs you got is on me, honey!
            Now, put your arms around me.

                           JUDY
                     (grabbing Josh's arm)
            Sorry, boys, I stay with the man who
            brought me here --

                           CANDY
            On a date, right?

There are sheepish grins all around.  Josh and Judy look a
little guilty, but a few more beers between them and it'll be
washed away.

INT. QUALCOMM STADIUM - DAY

The Giants are on the Chargers 5 yard line.  It's first and
10.  Deep in the fourth quarter.  Chargers are down by a
field goal.  It doesn't look good.

The ball snaps.  Players scramble.  The Giant's quarterback
eyes a man wide open in the end zone.  He raises his arm to
throw --

A Charger breaks away and tackles the Giant's quarterback.
The ball becomes loose.  A Charger recovers the fumble and
runs 90 yards for a touchdown.

The crowd goes WILD.

                                              CUT TO:

STANDS

Josh, Judy and their friends are whooping and hollering.  A
FAT FAN (in the stand below) is drunk as a skunk.  He pumps
his fist back into in the air - forgetting the beer in his
hand.  It sloshes Judy square in the face.

Judy doesn't hesitate and tries to jump the guy.  Josh
catches her as she leaps and holds her back.

                           JUDY
            I'm gonna kill him!

Fat Fan leaps out of his seat and scrambles away, running for
dear life.  Judy tries to break free.  Josh is laughing.  He
grabs Judy and physically carries her away.

The fans WHOOP and HOLLER.

                                              CUT TO:

OUTSIDE LADIES ROOM

                                                            81.

Judy walks out.  She's tried to clean up and is carrying her
wet Charger's jersey in her hand.  But beer's soaked through
to her T-shirt, which she can't take off unless she wants to
go in her bra.  It's wet and leaves little to the imagination.

Josh is there waiting for her.  Judy notices him looking at
her T-shirt.  She smiles back.  The game is forgotten for the
moment.  It's just only them.

                           JOSH
            You all cleaned up?

Judy nods and produces a cell phone and gives it to Josh.

                           JUDY
                     (off of Josh's
                     confused look)
            Call, Ron, tell him we'll meet them
            at the car.

                           JOSH
            But there's still ten minutes left in
            the game.

                           JUDY
            Do you want to watch -- or do you
            want to play?

Josh smiles and takes the phone.

EXT. ASSISTED LIVING COMMUNITY - BACK LAWN - DAY

The geriatric crowd is soaking up some sun; but they have
visitors today.  A gaggle of FOURTH GRADERS.

Some kids are playing board games with the OLD FOLK.  Other's
are walking with GRANDMA or GRANDPA, leading them by the hand.
There's a GIRL whose hair is being braided.  A BOY who's
actually playing catch with an especially fit OCTOGENARIAN.
And then there's Tony (Vito Corleone junior) and his buddy
SCOTT (AKA Spike).

Tony's got a hold of IRMA in her wheelchair.  Spike's coaxes
Ethel into another one.  And they're off! racing wheelchairs.

The biggest crowd's around the magic show being performed by
Bradley.  He pulls a coin out from behind a girl's ear. Then
another one from the boy next to her.  He throws the coins
into a hat, shakes it vigorously and throws it up into the
air! and out pops a rabbit, which lands on its feet and
scampers away.

The crowd CLAPS.  Bradley takes a bow.

Prudence is nearby, clapping loudest of all.  Bradley notices.
Looks at her.  She smiles and he smiles back! just a little.

                                                            82.

                           NOAH (O.S.)
            Mom, are you all right?

Prudence turns.  Beams when she sees her son.

                           PRUDENCE
            Why, Noah, what a pleasant surprise!

Noah comes over and quickly checks his mom's temple.  He's
out of breath and has rushed over here.

                           NOAH
            Did you see a doctor?

                           PRUDENCE
            Why?  It's just a common cold, dear.
            Chicken soup's all I need.

                           NORAH (OS)
            There you are!

Noah turns as Norah arrives on the scene, all smiles.

                           NORAH
            Glad you made it.

                           NOAH
            Made it?  Your message sounded urgent.
            You said something was wrong with mom!
            You told me to get here right away.

                           NORAH
                     (sheepish)
            Did it sound that urgent?

Tony and Spike zip by, pushing their wheelchairs.  Irma and
Ethel are screaming.  A woman's chasing them.  It's Marnie.

                           MARNIE
            Stop!  Stop right now!

                           NORAH
            Noah, go help her.

Noah's sees Marnie.  He's shell-shocked.  Doesn't move.

                           NORAH
            Noah!  Move!

                           NOAH
                     (points at Marnie)
            What's she doing here?

                           IRMA
            Help!

                                                            83.

                           ETHEL
            I'm going to die!

                           PRUDENCE
            Noah, honey, ask questions later. Go
            and help that pretty teacher before
            those boys end up committing murder.

Noah gives his sister a suspicious stare and starts to run
after them.  Jenny and Jordan start to cheer.

                           JENNY AND JORDAN
            Go, Uncle Noah!  Go!

The chase is on.  Noah dodges kids, lawn furniture, grandmas
and grandpas.  Tony and Spike are going in a circle.  Noah
cuts across the lawn and tries to cut off the two delinquents.
He almost has his hands on Spike, but Spike dodges him. The
kid's fast.

Noah makes another stab.  Grabs his collar and brings him to
a halt.  Ethel nearly tumbles out of her wheelchair as Spike
cuts and runs; but Marnie grabs her.

Noah goes after Tony, who still won't let go of Irma's
wheelchair. Irma's screaming like a banshee.  Noah pumps his
legs, is almost on Tony -- when Spike suddenly cuts in front
of him. Noah's gonna steam roll over him, dodges to the side
and takes a tumble.

Spike whoops and hollers and runs right into Norah -- who
grabs him and hauls him away.

Noah tries to get up, slips on the grass.  Marnie's there
with a helping hand.  He gets ups and looks for Tony.

But Tony's been caught.  Bradley's snagged him and has him by
the ear.  Marnie quickly apprehends him.

Irma pushes herself out of her wheelchair and collapses into
Bradley's arms, clinging to him.

                           IRMA
                     (overly theatrical)
            You saved my life!

She kisses him square on the lips.

Prudence looks on.  She doesn't know whether to be jealous --
or to laugh out loud.

INT. ASSISTED LIVING COMMUNITY - LATER

The excitement has died down.  Noah and Norah are seated with
Prudence around a table.

                                                            84.

                           PRUDENCE
            I haven't had so much excitement
            since your father passed away.

Noah blushes.  Norah chuckles.

                           NOAH
                     (turning on Norah)
            Why am I here?

                           NORAH
            Mom's sick.

                           NOAH
            And the kids - why are they all here?

                           MARNIE (O.S.)
            I can answer that.

                           NORAH
            Marnie, hello, why don't you join us!

Marnie takes a seat.

                           MARNIE
            I brought my class here first because
            it makes all the tenants here very
            happy to be around kids.  I heard it
            was therapeutic.

                           PRUDENCE
                     (smiling)
            When they're not trying to kill us.

                           MARNIE
            Yes, well, that was unexpected.
            Those two will be suspended for a
            long time, I assure you.  I'm sorry
            for all of this excitement.

                           PRUDENCE
            Like I was telling my son, I haven't
            had this much fun since --

                           NOAH
                     (clearing his throat)
            Yes, mom, I'm glad you found it
            amusing.
                     (to Marnie)
            You came here on a field trip?

                           MARNIE
            Uh-huh.  I thought the kids could
            learn some proper manners. What are
            you doing here, Dr.Noah?

                                                            85.

                           NORAH
            Noah.  Remember, you agreed to call
            him by his first name?

                           NOAH
            Marnie, I came her to see my mother.
            She was supposedly on her death bed;
            but I'm glad to see that she's going
            to be all right.

                           MARNIE
            Wow, what a coincidence.  Us here
            together.

                           NOAH
                     (glancing at Norah)
            Yes, a mighty big, coincidence.

INT. ASSISTED LIVING COMMUNITY - LUNCH ROOM - LATER

Marnie and Noah are seated together having lunch.  Most of
the tables are occupied with kids and seniors sharing meals
together.

At a nearby table, Norah is eating with Prudence and her kids.
They all have an eye on what's going on at Noah's table.

Marnie glances around.  Kids and seniors are laughing,
enjoying each others company.  She's pleased.

                           MARNIE
            After the wheelchair incident, I was
            afraid this was going to be a disaster.

                           NOAH
            Just a little speed bump, that's all.
            A bit of caning will do those two
            miscreants a world of good.

It's a joke and they both share a laugh.

                           NOAH (CONT.)
            No, this was a great idea.  And lo
            and behold, we meet each other
            again - with a little help from my
            meddlesome sister.

The both laugh again.

                           MARNIE
            Do you come to see your mother often?

                           NOAH
            Religiously.  This place saved her
            after my father passed away.  She was
            very lonely.  They were very, very close.

                                                            86.

                           MARNIE
            How long were they married?

                           NOAH
            Forty five years.  My sister and her
            husband have promised to beat that
            record.  Of course, my streak ended
            before it started.

                           MARNIE
            You said you were divorced, right?

Noah nods.

                           MARNIE
            What happened?

                           NOAH
                     (reluctant to admit
                     the truth)
            Oh, you know how it is...  we
            couldn't find eternal bliss.

                           MARNIE
            Let me guess, you got married too
            young then realized you had nothing
            in common?

                           NOAH
            I don't know if we were too young,
            but we had plenty in common -- at
            first.  I met Kathy at a Science
            Fiction convention. She's the first
            person I met who had a bigger
            collection than I had.  She had a
            complete collection of Asimov's books,
            first editions.  Do you know how many
            books he wrote?

Marnie gives him a blank stare

                           NOAH (CONT.)
            A whole lot.  Anyway, we hit it off
            right away.  The early years were
            happy.  We were married for five years.

                           MARNIE
            What happened?

                           NOAH
            I was a librarian.  While I stayed
            safely in my cocoon surrounding
            myself with books, she started to get
            itchy... broke out of her shell.  We
            stopped going to conventions together.
            Started to get different interests.
                           (MORE)

                                                            87.

                           NOAH (CONT'D)
            I stuck with SCIFI.  She branched out
            to spirituality and fitness books.
            She got a makeover, started going to
            the gym regularly, hanging out with a
            different crowd.  While I have my
            head buried in a book, she runs off
            with her yoga instructor and serves
            me divorce papers.

                           MARNIE
            That's terrible.

                           NOAH
            That's not the worst part.
                     (beat)
            When I asked her why, she... she
            called me boring.

Marnie reflexively places her hand on top of Noah's.

                           MARNIE
            That's absolutely not true!

Noah likes her touch, captures her eyes, they smile at each
other - but then reality hits.  She quickly removes her hand.

There's a brief awkward moment, then they both laugh.

                           NOAH
            I've never opened up to anyone like
            that.  I'm sorry, Marnie.

                           MARNIE
            It proves that you're human, Noah.

                           NOAH
            I'm so anal and B-O-R-I-N-G.  I drive
            women away.

                           MARNIE
            Not everybody.
                     (beat)
            You said that you were a librarian.
            How on earth did you become a
            marriage counselor?

                           NOAH
            When my marriage failed, I had to
            find out how it all went wrong.  I --
            I chose a career path where I --

Noah's voice breaks off.  Marnie's sees he's emotional.

                           MARNIE
            I'm sorry.  I shouldn't pry.

                                                            88.

                           NOAH
            It's all right.  Divorce is painful,
            Marnie.  I became a marriage
            counselor so I could do my part in
            saving peoples' marriages.  I don't
            want anybody else to go through what
            I went through.

Marnie digests his words silently.  She's very impressed by
his dedication.

                           ELLEN (O.S.)
            Hey, you two!

Ellen enters the lunch room and takes a seat at their table
without any prompting.

                           MARNIE
                     (to Noah)
            This is Ellen.  She's a teacher out
            our school.

                           NOAH
            Hello, Ellen.

                           ELLEN
            Hi, hello.  So you're the man she's
            been talking to me about so much.

                           MARNIE
                     (to Noah)
            I told Ellen that you were my
            marriage counselor.

                           ELLEN
            So, Noah -- can I call you, Noah?
            What do you think of the chances of
            Marnie's marriage lasting?  Come on,
            give us your professional opinion --
            don't you think she should MOVE ON?

                           MARNIE
            Ellen!

                           NOAH
            Ellen, I would be breaking my
            client's confidentiality. I can't
            speak about that.  My goal is to save
            her marriage.

                           ELLEN
            That's what you two are discussing
            now -- her marriage? Right?

                           NOAH
                     (caught off guard)
            Um, well --

                                                            89.

                           ELLEN
            Of course you are.  I must leave you
            two alone to talk privately. Just
            charmed to meet you!

                           MARNIE
                     (to Noah)
            You have to excuse -

                           ELLEN
                     (O.S.)
            Oh, I forgot to give this to you!
            Special delivery.

Hands Noah a note and scampers away.

Noah reads the note and quickly places it in his shirt pocket.

                           MARNIE
                     (very curious)
            Well, what does it say?

                           NOAH
            I'd rather not say.

                           MARNIE
            Who's it from?

                           NOAH
            I'd rather not say.

                           MARNIE
            Noah, that's not fair!  Please let me
            look at it. Please.

Noah can't resist the pleading look in her eyes.

He takes out the note and slides it over to her.  Marnie
reads it...and smiles.

                                              CUT TO:

As Ellen passes Norah's table, they exchange conspiratorial
winks.

EXT. NORAH'S HOUSE - DAY

It's a quaint two story structure, with requisite garage and
a mini van parked in the driveway.

A Volvo slides into the driveway.  Noah gets out and KNOCKS
on the front door.  There's a purpose in his stride.

Ted answers the door.

                           TED
            Hey, Noah, come on --

                                                            90.

                           NOAH
            Is your wife in?

                           TED
            You're sister?

                           NOAH
                     (snaps)
            Unless you've divorced her, in which
            case I would completely understand.

Ted hasn't seen Noah like this before.  He quickly steps out
of the way and lets him inside.

INT. NORAH'S HOUSE - CONTINUOUS

                           TED
            She's in the kitchen.

Noah walks in and makes a beeline for the kitchen.  Ted
trails closely behind, both nervous and curious about what's
going on.

There's children's laughter coming from the kitchen.  Noah
hears his sister laugh too.  Well, that's about to change.

Noah barges into the...

KITCHEN

                           NOAH
                     (turning on Norah)
            When are you going to butt out of my
            life?

Noah's startled.  But she has a inkling of what's going on
but remains coy.

                           NORAH
            What are you talking about?

Noah SLAPS the message Ellen delivered at the assisted living
community, face up on the counter. The message reads "Mom
likes her!"

                           NORAH
            Oh, that, mom really was charmed by
            her.  She thought you two -

                           NOAH
            Marnie saw the note.

                           NORAH
            Good.  She knows you have parental
            approval.

                                                            91.

                           NOAH
            You should stop butting your nose
            where it doesn't belong.

                           NORAH
            If I didn't hook you up with my
            friend Linda in high school, you'd
            still be a virgin!

Noah's painfully embarrassed.  Bunches his fists.

                           TED
                     (stepping in but smiling)
            Please, no bloodshed in front of the
            kids.

                           JORDAN
                     (taking an involuntary
                     forward)
            Uncle Noah, are you going to hit my mom?

                           JENNY
            You can't hit her.  She's a girl!

Noah's takes a double take.

                           NOAH
            Of course not, I --

                           NORAH
            He's not going to hit me.  I beat him
            up as a kid and will smear him if he
            get's too close.
                     (to Ted)
            Ted take the kids to the family room.
            My brother and I need to talk.  And
            don't worry --- I won't hurt him.

Ted smiles and leads the protesting kids from the kitchen.

                           NORAH
            Noah, sit down.  Do you want anything
            to drink?

Noah takes a seat at the breakfast table and Norah joins him.

                           NORAH
            Look, you're my little brother.  All
            I've seen you do is mope around since
            your divorce.

                           NOAH
            I don't mope -

                                                            92.

                           NORAH
            Yes you do.  I've got kids who mope
            when they don't get what they want.
            A husband who mopes when he doesn't
            get any sex. Believe me, I know mope
            when I see it.
                     (beat)
            Look Noah, mom and I are worried
            about you.  If you had a woman in
            your life --

                           NOAH
            She's can't be the one.

                           NORAH
            You don't like Marnie?

                           NOAH
            Of course I like her, but --

                           NORAH
            So, what's the problem?

                           NOAH
            She's a married woman, Norah.

                           NORAH
            But the kids told me she was getting
            a divorce.

                           NOAH
            No, she' doing her best to rescue her
            marriage.

                           NORAH
            That's not good.
                     (under her breath)
            She's perfect for you.

                           NOAH
            She's seeing a marriage counselor.

                           NORAH
            Maybe it won't work out.

                           NOAH
            She's seeing me.

                           NORAH
            Look, most marriages end up in --
                     (does a double take
                     as it hits her)
            You?  You're her marriage counselor?

                           NOAH
            Yes.

                                                            93.

                           NORAH
            Oh, this is not good.  That throws a
            big monkey wrench into things.

                           NOAH
            Did you know that you were trying to
            hook me up with a woman who came to
            me to help her rescue her marriage?
            Tell me you didn't know that?

                           NORAH
            Do you expect me to be a mind-reader
            or something?  I've watched you two
            together.  Noah, she's the one.
            She's so anal.  She's perfect for you.
            Can't you drop her as a client?

                           NOAH
            Didn't you hear what I just said?
            That would be unethical. I have a
            perfect track record.  I'm going to
            save Marnie's marriage.

                           NORAH
            For once in your life, Noah, please
            do something unethical. I beg you.
            The world can't handle perfect people
            like you.

Noah gets up and throws his hands in the air.

                           NOAH
            Stay out of my life.

Noah turns on his heels and walks out.

                           NORAH
            Fine!  Fine!  Stay lonely all your
            life.  Heaven forbid, if your PERFECT
            track record should be broken!

EXT. NOAH'S CONDO - NIGHT

A VW Rabbit pulls up into his driveway.  It's a woman but we
can't see who it is.  She looks around to see if anyone's
watching and knocks on the door.

Noah opens the door.  Light spills out revealing Marnie.
She's dolled herself up and is wearing a tight little dress
with a revealing neckline.  She smiles lasciviously at Noah,
who smiles back.

Marnie rushes into Noah's arms.

                                                            94.

INT. NOAH'S CONDO - CONTINUOUS

Noah and Marnie have their lips locked.  They're reservations
have finally been cast aside.  They are tearing away at each
other's close like high school sweethearts.

Marnie and Noah land on the sofa together.  Noah stretches
his arms as Marnie starts kissing his bare chest and works
down to his groan.  She places her hand on his erection.

Noah groans and arches his back -- and knocks over a table
lamp with a SHATTER.

SMASH CUT TO:

Noah jumps up in bed.  He's sweating and out of breath. Next
to him the sheets are ruffled but he's alone in bed.

He glances down at the SHATTERED lamp on the floor, which
he's knocked down with his arm in his sleep.

Noah sighs.  It was only a dream.

                                              CUT TO:

Noah is taking a cold shower in his bathroom.

INT. JUDY'S HOUSE - NIGHT

Judy answers the door and sees that's its Josh.  She's
surprised but not displeased.  They stare at each other.
This is the moment to turn back, but Josh steps inside and
closes the door behind him.  Instantly, they're all over each
other, kissing frantically.

INT. JUDY'S HOUSE - BEDROOM - NIGHT

Josh suddenly sits up in his bed.  He looks for a clock on
the night stand but doesn't see it there -- and realizes that
he's not in his bed.

He notices the pile of clothing next to the bed.  Glances at
the person sleeping next to him.  The hair is a fiery red.
It's Judy.

INT. JOSH AND MARNIE'S HOUSE - BEDROOM - NIGHT

Marnie is folding clothes that has been washed and putting
them neatly in drawers.  She holds up a pair of men's bikini
underwear.  She smiles.  Her eyes take on a distant look.

                                              CUT TO:

Noah steps out of the bathroom, wearing nothing but the
bikini underwear Marnie was holding.  His physique is
impressive and his package is large.  Marnie stares at him
lasciviously.

                                                            95.

                           JOSH (O.S.)
            Did you wash my underwear?

Noah vanishes and coalesces into Josh in his boxer shorts and
nothing else.

Marnie snaps back to reality and frowns, making Josh wonder
what he did wrong.

INT. MARRIAGE MADE IN HEAVEN - DAY

                           NOAH
            ... journey has it's roadblocks and
            ups and downs.  I think the current
            situation calls for more aggressive
            tactics. It's premature to give up
            hope --

                           MARNIE
            Noah, I never said that I gave up.

There is instant silence.  Josh and Noah both stare at Marnie.

Marnie realizes that she's called Noah by name and blushes.

                           MARNIE
            Um... Dr. Taylor, I -- I didn't mean
            to be... so formal.

Josh glances at Marnie and then Noah.  Shrugs.

                           NOAH
            Yes, um... that's no problem at all.
                     (clears his throat)
            I'd like to interview you two alone
            now if you don't mind -- to get your
            individual prospective on your
            progress. All right?

Marnie and Josh nod.

                                              CUT TO:

As soon as Josh leaves, Marine turns to Noah.  They talk in
whispers.

                           MARNIE
            I'm sorry I called you by your name.

                           NOAH
                     (nods)
            Marnie, I've been thinking... about
            our ex-parte meetings outside of
            these session --

                           MARNIE
            Me too.

                                                            96.

                           NOAH
            I've found our conversation together
            quite engaging --

                           NORAH
            Me too.

                           NOAH
                     (surprised)
            Have you?

                           MARNIE
            I don't know but... you... I... Well,
            I really enjoyed the times we've
            spent talking to each other outside
            of this office. You're so interesting.
                     (softly)
            Nobody's has made me laugh like you
            in a long time.

                           NOAH
                     (surprised but pleased)
            I... uh.. share the sentiment.  I've
            enjoyed your company too.

                           MARNIE
            You did?

                                              CUT TO:

Josh makes a beeline for Judy's desk.  They start to speak in
whispers at the same time.

                           JOSH
            Hey, there's something --

                           JUDY
            We have to talk.

                           JOSH
            About the other night --

                           JUDY
            That was the best sex I've ever had.

                           JOSH
                     (pleased)
            Really?

Judy nods.

                           JUDY
            It can't ever happen again.

                                              CUT TO:

                                                            97.

                           NOAH
            These meeting can't happen anymore.
            They are outside the bounds of our
            professional relationship.

                           MARINE
            No, it's not professional.

Noah and Marnie gaze at each other.  There's a secret
yearning beneath their sadness, but they know they can't
openly admit it.

                           MARNIE (CONT.)
            We shouldn't go in that direction.
            It wouldn't be right -- or fair to Josh.

                           NOAH
            No, it wouldn't.  He's still your
            husband.

                                              CUT TO:

                           JUDY
            I could lose my job for this.  That
            girl in there is as sweet as pie.  We
            can't do this.

                           JOSH
                     (beat)
            I guess it's not right.

They stare longingly at each other; then tear each other's
gazes away.  It hurts.

                           JUDY
            She's still your wife.

Josh only nods.

INT. MARRIAGE MADE IN HEAVEN - DAY

A COUPLE exits Noah's office.  They're all smiles.  They're
even holding hands.  Another success story.

Noah comes out and approaches Judy's desk.

                           NOAH
            Sorry, the appointment ran late.  Is
            my ten O'clock here?

                           JUDY
            Nope.  The Whitmores canceled?

                           NOAH
            Josh and Marnie?

                                                            98.

                           JUDY
            Yup.
                     (beat)
            In fact they've canceled all of their
            appointments. They're not coming back.

                           NOAH
                     (surprised)
            They're not coming back?

                           JUDY
            Afraid so.

                           NOAH
            Did they say why?

                           JUDY
            Nope.
                     (beat)
            Looks like your perfect record is over.

INT. BAR - NIGHT

Josh is out with his buddies Ron and Jim.  The football game
is on.  The chargers score. Everybody shouts - except for
Josh.  His buddies glance at him in concern.  Josh is
drowning out his sorrow with beer.

EXT. BMW DEALERSHIP - DAY

A candy read BMW drives up to the lot but doesn't enter.

INT. RED BMW - CONTINUOUS

Judy glances out at the dealership.  She's debating on
whether to enter the lot.  She finally sighs and drives away.

INT. CLASSROOM - DAY

Marnie's pen is poised over a paper she's grading.  There's
no movement; she's staring off into space.

TWO STUDENTS are staying late for detention.  They glance at
her and then at each other.  What's wrong with their teacher?

INT. JOSH AND MARNIE'S HOUSE - NIGHT

Josh enters.  Dinner's been set on the breakfast table for
one.  Marnie enters wearing a robe and glances at the wall
clock.  It's late, nearly midnight.

Marnie grabs a glass of water and departs without a word.

Josh sits down at the table with a depressed sigh.

                                                            99.

INT. NOAH'S CONDO - NIGHT

Noah walks into his house.  He carelessly tosses his coat
over a couch, drops into a couch and loosens his tie.  His
pristine house is a mess.  Clothes, empty food container and
empty pizza boxes lie about.  He doesn't care and just stares
off into space.

EXT. ASSISTED LIVING COMMUNITY - DAY

Prudence is sitting on a bench beneath the shade of a large
tree.  She's reading a book.  Looks up and smiles when she
sees Noah approaching.

                           PRUDENCE
            You were supposed to come yesterday.

                           NOAH
            Well, mom, I'm cheating on you with
            another mother.

                           PRUDENCE
            What's this, some humor from you,
            Noah?  I didn't think I would survive
            so long!

Noah kisses his mom and sits next to her.  He doesn't say
anything.  His mom can instantly tell something is wrong.

                           PRUDENCE
            Norah told me about that pretty
            teacher.  I'm sorry, Noah, we didn't
            know.

Noah nods.

                           PRUDENCE
            You know your sister and I love you
            to death.  You two shouldn't be fighting.

                           NOAH
            Don't worry, I called her later.  We
            made up.

                           PRUDENCE
            We were so sure she was perfect for
            you.  I can tell you really like her.

Noah shrugs.

                           PRUDENCE
            Remember the wish I made on my birthday?

Noah nods.

                                                           100.

                           PRUDENCE (CONT.)
            It's still going to happen.  You'll
            find somebody to love.  If it's meant
            to happen, she'll be yours.

                           NOAH
            Mom, she's married.
                     (trying to change the subject)
            Since you tried to set up me, I guess
            I should try to return the favor.
                     (off his mom's
                     confused look)
            Norah told about the fellow who likes
            to read a lot of books...

                           PRUDENCE
                     (snorts)
            Him?  I'm gonna have to cut back on
            my insulin injections.  I've lost my
            head at this age.  Besides, that man
            would rather make love to a book than
            glance at woman!

                           NOAH
            I'm supposedly an expert on bringing
            couples together --

                           PRUDENCE
            Don't you dare!  Promise me you won't
            do anything?

Noah gives his mom a coy smile.

INT. ASSISTED LIVING COMMUNITY - LIBRARY - DAY

Bradley's at his customary place.  His head in a book.

Noah approaches him, stops short when he witnesses some
activity between two aisle of books.

Two ELDERLY GENTLEMAN approach each other, look
surreptitiously around and then quickly exchange small brown
bags, before quickly departing the library in two different
directions.

                           BRADLEY
            There's a restriction on prescription
            medicine here that is considered a
            prophylactic.
                     (off of Noah's
                     confused look)
            They don't want us using Viagra.
            Seems a couple of folks at other
            retirement communities used Viagra
            and met their maker while in the
            middle of the act.
                           (MORE)

                                                           101.

                           BRADLEY (CONT'D)
            Then they were sued by the children.
            Harold has his son sneak him a bunch
            of pills every time he visits.  Since
            most of us don't need money anymore,
            he exchanges them for cigarettes and
            candy.

                           NOAH
                     (chuckling)
            Wow.  Drugs, sex and contraband among
            seniors.  That's priceless.
                     (extends his hand)
            I'm --

                           BRADLEY
            You're Prudence's son.
                     (still fuming over
                     the exchange)
            It's incorrigible that's what it is.
            They have no business behaving like
            kids half their age.  Can you believe
            that some of the women around here
            actually pursue the old coots with
            the pill?

                           NOAH
            Don't you believe in romance at your age?

                           BRADLEY
            I believe acting one's age.
                     (turns back to his book)
            I've got lots of reading to do.

Noah's not so easily dismissed.

                           NOAH
            What are you reading?

                           BRADLEY
                     (not looking up)
            Gibbon's History of the Decline and
            Fall of the Roman Empire.

                           NOAH
            You know, my mom was a history
            teacher.  She --

                           BRADLEY
            Yes, I know.  I'm not interested in
            being her student right now.  Thanks
            all the same.  Take care of yourself now.

Noah doesn't budge.

                                                           102.

                           NOAH
            Have you locked up your heart so
            tightly that you have no room for
            pleasure or companionship anymore?

                           BRADLEY
                     (raising the big
                     thick book)
            This gives me all the pleasure and
            companionship that I need.  There's a
            whole lotta books I have to read
            before I die.  Boxes full.

                           NOAH
            You must be awfully lonely then.

Bradley's retort freeze in his throat.  Noah's remark has hit
too close to the truth.

                           NOAH (CONT.)
            You know what I think?
                     (taps the book)
            A woman who could discuss this book
            with you would give you a whole lot
            more pleasure than just reading it by
            yourself.
                     (points outside)
            There's somebody out there sitting on
            a bench who I guarantee to you will
            give you a run for your money when it
            comes to Roman history.  Take care,
            Bradley.

Noah walks away.

EXT. ASSISTED LIVING COMMUNITY - DAY

Prudence is seated on a bench beneath a tree.  She's being
accosted by Irma in her wheelchair and her ever-present
octogenarian sidekick Ethel.

                           IRMA
            What we can't understand is how you
            keep winning at Scrabble all the time.

                           ETHEL
            That's right.  Where are you coming
            up with all these fancy words we
            never heard of?

                           IRMA
            You're costing me gum drops.
                     (off of Prudence's
                     confused look)
            We've been wagering gum drops on the
            games.  Do you know how many I've
            lost already?

                                                           103.

                           ETHEL
            Twenty-five.  A whole bag.

                           PRUDENCE
            That's an absolute travesty.

                           IRMA
            Now, the others are too afraid to say
            it, but I think it would be best if
            found some other game to play --

                           BRADLEY (O.S.)
            You're trying to drive the woman out,
            just because the she's your
            intellectual superior?

Bradley has come up one them unaware.

Irma sees Bradley and beams.  Tries to fix her beehive hair
dew quickly like a nervous school girl.

                           IRMA
                     (batting her gray lashes)
            Bradley, it's so nice you came by to
            talk.

                           BRADLEY
            Did I overhear correctly that you
            asked this woman to drop out of
            scrabble because you're losing too
            many gum drops?

                           ETHEL
            Twenty-five.  A whole bag.

                           IRMA
                     (flustered)
            Well... it would be easier... she
            keeps coming up with these words five
            dollar words...

                           BRADLEY
            Why don't you two go off and find a
            dictionary.  Immerse yourself in
            vocabulary.

Irma and Ethel don't budge.

                           BRADLEY
            Scoot!

Ethel suddenly launches Irma in her wheelchair and flees.

Bradley turns to Prudence and indicates the seat next to her.

Prudence smiles and nods.

                                                           104.

EXT. MARRIAGE MADE IN HEAVEN - DAY

Judy walks out followed by Noah who locks the door.  He's
holding a hammer and a sign, which is hidden from view.

They glance wistfully at the little bungalow that has been
converted into their offices for the past few years.

                           NOAH
            I'm sorry for doing this.

                           JUDY
            Don't be.  This gives me the excuse
            to go into business with my sister.
            Do you have any idea what kind of
            profit you can make on a perm?

Judy smiles; but Noah's can't match her grin.  They hug
tightly and then pull apart.

                           JUDY
            What are you going to do now?

                           NOAH
            I don't have any idea.
                     (beat)
            I think I want to explore the world
            to see what's out there.

                           JUDY
            Maybe what we're all looking for is
            right here... and we're just too
            afraid to reach out and take it.

                           NOAH
                     (softly)
            Maybe.

Noah turns away and starts to hammer the sign into the ground.
It says:  OFFICE SPACE FOR LEASE

EXT. MARRIAGE MADE IN HEAVE - DAY

A Toyota Prius pulls up to the curb.

INT. TOYOTA PRIUS - CONTINUOUS

Marine looks out and sees the sign.  She's shocked... and
saddened. After a moment, she drives away.

EXT. NOAH'S CONDO - DAY

A Toyota Prius pulls up to the curb.  It's Marnie's car.
There's a SOLD sign outside of Noah's Condo.  After a moment,
the car drives away.

SUPER: SIX MONTHS LATER

                                                           105.

EXT.  SUPER MARKET - DAY

A SUV pulls into a lot.  It's packed with camping gear and
caked with mud.  It's seen a lot of mileage.

A MAN steps out.  We only see his back.  He looks fit and
tanned and is wearing shorts.  He looks remotely familiar.

He walks towards the super market.

INT. SUPER MARKET - DAY

The MAN we saw in the lot pushes his grocery cart into an
isle... And crashes into another cart being driven by a BLOND.

They quickly rush to apologize to each other... and freeze.

                           MAN
            Judy?

                           BLOND
            Dr. Taylor?

Recognition dawns at the same time.  They hug fiercely and
then stand apart to look long and hard at each other.

                           JUDY
            What happened to you?

Noah's shaved off his beard.  His glasses are gone.  He looks
like a movie star.  The frog has transformed into a prince.

                           NOAH
            You're blond!

Judy touches her new hair dew.

                           JUDY
            You like it?  I change colors every
            month.  It's easy when you have your
            own parlor.  But whoa, look at you!
            It looks like you stepped out of GQ!

Noah blushes.

                           JUDY
            What happened to your beard?

                           NOAH
            I shaved it off in Mexico a few
            months back, while I was trekking
            through the Yucatan.  I've been to a
            lot of places in the last six months,
            Judy.

                                                           106.

                           JOSH (O.S.)
            Hey, babe.  I couldn't find the right
            tampons.
                     (stops when he sees Noah)
            Hi.
                     (takes a closer look)
            Dr. Taylor?

                           NOAH
            Hello, Josh.  How are you and Marnie --

And then it hits.  Josh was looking for tampons for Judy. He
notices the ring on Judy's finger.

Judy rushes to explain.

                           JUDY
            Dr. Taylor... I uh... Josh and I...
            well --

Josh puts his arm around Judy.

                           JOSH
            We're getting married.

Noah's speechless.

                           JOSH
            Marnie.
                     (beat)
            Marnie and I got a divorce almost six
            months ago.

Noah still hasn't found his voice.  Glances at Judy, who's
trying to hide behind Josh.

                           JOSH
            It's not her fault!  I came onto her
            during our sessions with you.

                           JUDY
                     (quickly)
            But I broke it off --

                           JOSH
            We didn't see each other again until
            after my divorce.  Dr. Taylor, you
            did your best with Marnie and me.
            I'm sorry we broke your perfect
            record.  It just wasn't meant to be.
            We're like apples and oranges, you
            know?
                     (beat)
            I'm happier now.  Marnie's a great
            gal.  I needed to step out of her
            life so she could be free...
                           (MORE)

                                                           107.

                           JOSH (CONT'D)
            so we both could be free.  I hope she
            finds happiness with someone.  She
            belongs with someone who's like her.
            Someone like...

Josh looks directly at Noah but lets the last word hang.

EXT. NORAH'S HOUSE - DAY

Noah's SUV is parked in the driveway.

INT. NORAH'S HOUSE - DINING ROOM - DAY

They're seated around the dinner table.  Norah and the kids
are stunned by the transformation in Noah.  They ogle at him
openly.

                           NORAH
            If you've changed half as much in the
            inside as the outside, maybe there's
            still hope for you yet.

                           NOAH
            Thanks for your vote of confidence.

                           NORAH
            I still can't believe that you
            trekked through Mexico.  Indiana Noah!

                           JORDAN
            Did you kill any snakes in the jungle?

                           JENNY
            Yeah, did you get Montezuma's revenge?

                           NORAH
            Did you get friendly with the natives,
            huh?

Noah's not amused.

                           NOAH
            Norah, Marnie's divorced.

                           NORAH
            Yes, I know.  Too bad you left in
            such a hurry.
                     (beat)
            Why?  Are you interested in her now?

Noah doesn't immediately answer.

                           NOAH (CONT.)
            Because if you were, you'll have a
            hard time finding here around here.

                                                           108.

                           JENNY
            Yeah, she's not at our school anymore.

                           JORDAN
            She ran away from the country!

Noah's shocked, but before he can find out what happened...

Ted walks in with Prudence and Bradley.  They're holding
hands.  A couple.  Noah's not entirely surprised.

He gets up to greet them and notices the diamond ring on his
mom's finger.  Glances are Bradley.

                           BRADLEY
            Women can be persuasive, son.

Noah hugs his mom fiercely and kisses her and then shakes
Bradley's hand.

                           PRUDENCE
                     (looking at her son)
            Oh, my dear, what happened to you?  I
            didn't even recognize you.  You've
            changed so much.

                           NORAH
                     (smiling)
            He walked through hell and back and
            cleansed himself of all his sins.

Noah ignores his sister.

                           NOAH
            Mom, you look great.  You look
            twenty-five.

Prudence flashes the big rock on her finger.

                           PRUDENCE
            Yes, an engagement ring will do that
            to you.  I feel positively like a
            young girl.
                     (glances at Bradley)
            And dare I say, behaving like one too.

Bradley looks uncomfortable and pulls out a seat for Prudence.
They all sit down.

                           NOAH
            Have you set a date yet?

                           BRADLEY
            This spring.

                                                           109.

                           PRUDENCE
            Noah, it's so unseemly for your
            mother to be married before her
            children.  The only single person
            seems to be  you.

                           JORDAN
            I'm single, grandma.

                           JENNY
                     (raising his hand)
            Yeah, me too!

                           TED
                     (glancing at his daughter)
            I haven't saved enough to pay for
            your  wedding  yet.

                           PRUDENCE
                     (to Noah)
            Tell me you found love on this
            journey of yours.

                           NORAH
            Actually, mom, he came to his senses
            and came back to reclaim his lost love.

                           NOAH
            Well --

                           NORAH
            He was asking about Marnie.

                           PRUDENCE
            Oh?

                           NOAH
            I was making some... inquiries.

                           PRUDENCE
            You missed my birthday this year,
            dear.  I wished the same thing as
            last year.  Do you remember what I
            wished for?

Noah nods.

                           NORAH
            Noah would like to know where Marnie
            went.

Noah looks to his sister for an answer.

                           NORAH
            She took a leave of absence...

Pauses purposely.  Let's Noah sweat it a little.

                                                           110.

                           NORAH (CONT.)
            She went far away.
                     (beat)
            She went to India.

                           NOAH
            India?

                           JORDAN
            She went there to join a whore house.

                           NORAH
            Jordan!

                           JENNY
            It's harem, stupid!

Norah gives her husband a sharp look.  Ted knows the
procedure and quickly rushes the protesting kids out of the room.

                           NORAH
                     (chuckling)
            That would be a riot.  Maybe she had
            this epiphany like you but went
            radical and really joined a whore --
                     (off Noah's sharp look)
            I'm certain she didn't join a
            whorehouse -- or a harem.

                           NOAH
            What she doing in India?

                           PRUDENCE
            What did you find in Mexico, dear?

Noah knows the answer.

                           NORAH
            Noah, she's not married anymore.
                     (beat)
            What's holding you back now?

Nothing.

EXT. AIRPORT - DAY

A 747 zooms into the sky.  The tail reads Air India.

EXT.INDIA - VILLAGE IN PUNJAB - DAY

A wandering troupe of GYPSIES has come to perform.  There's a
FIREWALKER and SWORD SWALLOWER.  A man dancing with a bear.
Monkeys performing back flips.  Monkeys picking pockets.
Fortune tellers and minstrels.  Luminous saried WOMEN and
dusky TURBANED MEN with long mustaches.  Oxen, elephant and
wandering chicken.

                                                           111.

But the biggest crowd has gathered around a SNAKE CHARMER who
is squatted beside a VERY LARGE WOVEN BASKET.  He begins to
play his flute.  The cover on the basket begins to rise
slowly.  The crowd is expecting a very large snake to appear.
Many draw away slightly.

Instead of cobra, a WOMAN rises out of the basket.  She is
wearing a colorful dress decked with beads and shiny metal
ornaments.  It's a seductive outfit.  There are bangles on
her hands, large silver earrings in her ears and a veil
across her face.  She looks like she's stepped out of the
Arabian nights.

The woman slowly rises out of the basket, moving her body
like a sinuous snake.  The crowd OOHS when they see her. Her
skin is alabaster and her hair is a stunning blond.

The BLOND WOMAN slithers out of the basket and steps out.
Ankle bells TINKLE as she walks towards the elephant.

The animal's HANDLER is waiting with a stick.  He motions to
the elephant, which unfurls its long snout and bends a knee.

The blond steps onto the elephant's snout, turns around
facing the crowd, and as the elephant starts to rise, it
tosses her into the air --

The blond somersaults backwards through the air and lands
squarely on the back of the elephant, still standing.

She bows and the crowd CHEERS.

Suddenly a shout cuts through the cheers.

                           GUIDE (O.S.)
            We are being here!  We are being here!
            The golden lady!

A small INDIAN man in a turban pushes through the crowd. He
is accompanied by a WHITE MAN, who he's serving as a guide to.
It's Noah.  He's tired and dirty and looks like he's traveled
quite a distance.

The guide points to the woman standing on top of the elephant.

                           GUIDE
                     (grinning widely)
            Raju is best guide in whole of India.
            I'm bringing you to the golden lady.
            She is there, sahib.

Noah looks up at the blond standing atop the elephant.  He is
amazed.  Despite the veil, he recognizes her instantly.

                           NOAH
            Marnie!

                                                           112.

The blond removes her veil.  She looks at Noah, quizzically
for a moment... and then recognition hits.  She is absolutely
shocked.

But before Noah and Marnie can make a move towards each other --

A monkey darts out between somebody's legs.  A MAN pushes
through the crowd shouting at the top of his lungs.  The
monkey's stolen his wallet.

As the man throws a rock at the monkey, it runs and hides
between the elephant's legs.  The rock strikes the elephant
and startles it.  It suddenly rears up on its hind legs.
Marnie falls onto its back.

The man throws another rock, misses the monkey by a mile and
hits the elephant squarely on the forehead.  The elephant is
spooked and starts to run with Marnie clinging to its back.

                           MARNIE
            Noah!

Noah is momentarily shell-shocked, but then instantly reacts.
He grabs the handler's stick and jumps onto to the nearest ox
and goes after the fleeing elephant.

The chase is on.

                                              CUT TO:

The elephant is barging through a small village as people and
animals desperately rush out its way.  Marnie is doing her
best to hold on for dear life.  She's screaming at the top of
her lungs.

Noah's pushing the ox as hard as he can with loud THWACKS of
the stick.  He's managing to steer the animal with the reins
but there's no saddle and he's bouncing up and down like a
jackhammer.

                                              CUT TO:

Noah has managed to come alongside elephant.  Marnie's
slipping off its back.  She needs to do something fast or
she's going to fall off.

Noah lets goes of the reins, manages to hang on and holds out
his hands --

                           NOAH
            Jump!

Marnie's too terrified to jump.  She shakes her head and
slips further.  Now she's clinging by just one hand.  She's
going to fall at any moment now and glances at Noah in
desperation.

                                                           113.

                           NOAH
            Jump!  I'll never drop you!

This is the man who's come all the way to India for her. He's
her knight in shining armor.  There's absolutely no way that
he's going to drop her.  She's placed her life in his hands.

Marnie closes her eyes and jumps --

Noah catches and manages to bring the ox to a halt.  She
clings desperately to him.

And then as they recover their breaths, they look at each
other's faces.  There are no hurdles or roadblocks to
overcome anymore.  There's nothing to hold them back.  There
is only their love for each other.  Absolute.  Pure.

And they kiss.

EXT. CHURCH - DAY

It's a wedding.  A CROWD is gathered outside the church,
waiting for the bride and group to come out.

The doors open.

It's Josh and Judy.  Newly-married.  She tosses her bouquet,
dodges rice and zips off with her man in a limo.

After a moment, the doors open again.

Prudence and Bradley emerge.  They go through the rituals and
zip off in another limo.

But it's a triple wedding.  The last couple to emerge is Noah
and Marnie.

They look gorgeous and golden.  Noah grabs his new bride and
as the crowd cheers, he kisses her.

                                              FADE OUT