"Erin Brockovich", early draft, by Susannah Grant



   






                          ERIN BROCKOVICH
                           A True Story

                                by

                          Susannah Grant





                                                  February 1, 1998






     EXT. SOUTHERN CALIFORNIA SUBURB, MAIN DRAG - DAY

     Palms sway ... the sun washes everything in yellow ... cars
     motor down either side of the landscaped median ... the calls
     of mockingbirds mingle with the BLIP BLIP of car alarms.

     ON THE SIDEWALK, a SKATEBOARD CA-LUNKS down the sidewalk,
     past the foot traffic of Southern Californians: flip-flops,
     Doc Marten's, Rollerblades, Nikes ... then, in the middle of
     this pedestrian normalcy, a pair of IMPOSSIBLY HIGH SPIKE-
     HEELED PUMPS struts out of a shop.  So high it hurts to look
     at them.  As the shoes leave frame, we TILT UP and see
     they're leaving a 99-cent store.

     As the Pumps turn and head up the street, we see they are
     connected to a pair of IMPOSSIBLY LONG, SHAPELY LEGS.
     Eveready legs -- they just keep going and going.

     They saunter past two BUSINESSMEN on a lunch break.  The men
     pause and glance as men tend to when they see a beautiful
     woman.  In fact, everyone this woman passes lets their eyes
     rest on her a microsecond longer than usual.

     - Two SKATEBOARDERS note the STRETCHY MICRO-MINI skimming the
     tops of her thighs.

     - A MAILMAN spots the BIG, DARK SUNGLASSES tucked into a
     MOUNTAIN OF BIG, BLOND HAIR.

     - A PRE-TEEN GIRL glimpses the PLUNGING NECKLINE of the
     TIGHT, BRIGHT RED MIDRIFF-BARING BUSTIER.

     It isn't until she rounds the corner at the end of the block
     that we see her entire figure and appreciate why everyone is
     so goggle-eyed.  Eye-catching is an understatement.  All
     those folks who say Barbie's proportions are unrealistic have
     obviously never met ERIN BROCKOVICH.

     EXT. AROUND THE CORNER - DAY

     A side street.  No pedestrians, just parked cars.  A PARKING
     TICKET flaps under the wiper of an old Hyundai.

                               ERIN
            Fuck.

     Even when she talks dirty, there's a heartland goodness to
     her voice.  Like Kansas corn fields swaying in the breeze.

     As she grabs the ticket from the windshield, her sunglasses
     accidentally CLATTER to the ground.

                               ERIN
            Shit.

     When she picks them up, a fingernail snags on the pavement.

                               ERIN
            God damn it.

     She tends to the nail as she opens her car door and gets in.

     WIDER ON THE STREET

     The Hyundai starts it up, signals.  Then, just as it pulls
     slowly out into the street, a JAGUAR barrels around the
     corner, accelerating out of the turn, and rams into the side
     of Erin's car, sending it CAREENING into the median.  It
     SMASHES into a foot-thick lightpost.  And stops.

     EXT. MASRY & VITITOE - DAY

     A boring building on a boring block in the Valley, surrounded
     by strip malls.  Definitely not where the power lawyers work.

                               ROSALIND (O.S.)
            Morning, Mr. Masry.  How you doing today?

     INT. MASRY & VITITOE, RECEPTION - DAY

     Generic.  Cottage cheese ceilings, motel art.  A sign over
     the reception desk reads: MASRY & VITITOE, ATTORNEYS AT LAW.

     ED MASRY, senior partner, slumps by ROSALIND, his chipper
     receptionist, with a cup of coffee in his hand.  He's in his
     mid-50's, compact and -- even though it's only 9 AM --
     already rumpled.

                               ED
            Don't ask that on Mondays, Rosalind.

     Whatever passion he once had for the personal injury law that
     is his career has long since dissipated.  He trundles off
     toward his office.

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - DAY

     Ed's secretary BRENDA -- 50's, jaded, hates her job, but what
     can you do? -- is on the phone when Ed rounds the corner.
     She puts the call on hold, turns to Ed.

                               BRENDA
            Tony Marvin.

                               ED
            Oh, Jesus.  Who's responsible for his pain
            and suffering this time?

                               BRENDA
            His dry cleaners.  You want him?

                               ED
            What do you think?  What's this?

     He grabs a gift-wrapped bottle off her desk, reads the card.

                               BRENDA
            Tequila.  From your drug dealer friend.

                               ED
            Carlos isn't a friend; he's a client.

                               BRENDA
            He's a low-life.  Speaking of which, that's
            your nine o'clock in there.

     Ed peers into his office.  It's a mess -- papers everywhere,
     unopened mail.  Standing in the middle of the room is Erin,
     in a teensy, leopard-print mini-dress.  As she jiggles a
     spike-heeled foot, everything about her shimmies gloriously.
     Except her head, which is held in place by a neck brace.

                               ED
            Whoa.
                        (to Brenda)
            Remind me.

                               BRENDA
            Erin Brockovich.  Car accident.  Not her
            fault, she says.
                        (sarcastic)
            And she looks like such an honest girl, don't
            you think?

                               ED
            You shouldn't judge, Brenda.

                               BRENDA
            Right.  Lap-dancers are people too.

     As Ed heads into his office, Brenda picks up the phone.

                               BRENDA
            I can't find him, Tony.  We'll have to call
            you back.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Not an office that exudes authority, and Ed's blustery
     entrance only adds to the sense of chaos.

                               ED
            Erin -- hi.  Sorry you had to wait.  Here,
            sit down, sit down.

     He clears a stack of papers off a chair.

                               ERIN
            Thanks a lot.
                        (as she sits)
            I tell you, I never thought just standing
            would take it out of me, but ever since that
            shithead hit me, it feels like my whole
            body's put together wrong.

     Ed gives her a look of pro-forma sympathy.

                               ED
            Jesus, you poor thing.
                        (he sits)
            Well, listen, you came to the right place.
            Whoever did this to you made one hell of a
            mistake, and you and me, we're gonna make
            him pay for it.

     He takes out a pad and paper, gets ready to write.

                               ED
            Why don't you tell me what happened?

                                                  DISSOLVE TO:

     INT. SOUTHERN CALIFORNIA COURTROOM - DAY

     Erin is on the stand, wearing the most conservative thing she
     owns: a red, form-fitting mini dress, telling her story to
     Ed, who's questioning her.

                               ERIN
            I was pulling out real slow, and out of
            nowhere, his Jaguar comes racing around the
            corner like a bat outta hell ...

     She glances at the defendant's table, where a DOCTOR sits
     nobly in surgical scrubs.  His WIFE and two beautiful KIDS
     are behind him.  A frigging Norman Rockwell painting.

     LATER IN HER TESTIMONY:

                               ERIN
            They took some bone from my hip and put it
            in my neck.  I didn't have insurance, so I'm
            about seventeen thousand in debt right now.

     STILL LATER:

                               ERIN
            ... couldn't take painkillers cause they
            made me too groggy to take care of my kids.

     STILL LATER:

                               ERIN
            ... Matthew's six, Katie's four, and Beth's
            just nine months.

     STILL LATER:

                               ERIN
            ... just wanna be a good mom, a nice person,
            a decent citizen.  Just wanna take good care
            of my kids.  You know?

                               ED
                        (oh so moved)
            Yeah.  I know.

     INT. COURTROOM - LATER

     Erin is still on the stand.  But now the doctor's lawyer is
     questioning her.

                               DEFENDING LAWYER
            Seventeen thousand in debt.  Whew.  Is your
            ex-husband helping out?

                               ERIN
            Which one?

                               DEFENDING LAWYER
                        (feigning shock)
            There's more than one?

                               ERIN
            Yeah.  There's two.  Why?

     Erin looks over at the jury.  The personification of
     conservative family values.  Oh, shit.

     LATER IN HER TESTIMONY:

                               ERIN
                        (getting defensive)
            ... not like a career, cause I had my babies.
            But I woulda worked, for sure, if I didn't
            have this neck thing.

     Erin sees a juror staring judgmentally at her short hem.
     Erin gives it a tug, pulling it down a stitch.

                               DEFENDING LAWYER
                        (sarcastic)
            Right.  No doubt.

     Erin sees a few jurors share dubious glances.  Great.

     STILL LATER:

     The defendant's lawyers is on the offensive.  Erin's starting
     to feel the case slipping away.

                               DEFENDING LAWYER
            So.  You must've been feeling pretty
            desperate that afternoon.

                               ERIN
                        (pointed)
            What's your point?

     Ed shakes his head slightly to her -- don't get mad.

                               DEFENDING LAWYER
            Broke, three kids, no job.  A doctor in a
            Jaguar must've looked like a pretty good
            meal ticket.

     Erin sees jurors nodding almost imperceptibly in agreement.
     She's on a sinking ship.

                               ERIN
            What?  Hey -- he hit me.

                               DEFENDING LAWYER
            So you say.

                               ERIN
            He came tearing around the corner, out of
            control --

                               DEFENDING LAWYER
            An ER doctor who spends his days saving
            lives was the one out of control --

                               ERIN
                        (erupting)
            That asshole smashed in my fucking neck!

     INT. COURTHOUSE HALLWAY - DAY

     The door to the courtroom flies open and Erin comes out,
     furious.  Ed follows her as she heads for the elevator.

                               ERIN
            Open and shut?  Open and fucking shut?

                               ED
            If you hadn't used profanity --

                               ERIN
            Oh, please, it was long over by then.  God
            damn, he made me look like some cheap --

                               ED
            I told you the questions might get a little
            personal --

                               ERIN
            Bullshit.  You told me I'd get half a
            million dollars.  You told me I'd be set.

     Ed notices her ranting is starting to draw attention.

                               ED
            Okay -- let's try and settle down here.

                               ERIN
            Settle down?  I got 74 bucks to my name, Mr.
            Masry!  I can't afford to settle down!

     Beat.

                               ED
            I'm sorry, Erin.

                               ERIN
            Yeah?  Well, fuck you.  Sorry doesn't feed my
            kids.

     Erin turns away from him and heads for the stairway.

     EXT. ERIN'S HOUSE - DAY

     A shitty little house in a shitty part of Northbridge.  The
     Hyundai with a bashed-in side pulls up to the curb.

     Erin gets out, takes the mail from her mailbox, then heads
     over to the equally grim house next door and rings the bell.

     A Hispanic woman in her 60's opens the door, holding a white
     baby.  This is MRS. MORALES.

                               MRS. MORALES
            Hi, Erin!  You're back so soon.  How was it?

     She hands Erin the baby.  It's BETH, Erin's 9-month old.
     Erin avoids the question by focusing on her baby.

                               ERIN
            Hi, sweetie.  Were you a good girl?  Where
            are Matt and Katie?

                               MRS. MORALES
            Outside with the sprinkler.  So it's good?

     The truth is too depressing to share.

                               ERIN
            It'll be fine, yeah.

                               MRS. MORALES
            Ai, bueno.  Because I didn't want to tell
            you before, with your worries --

                               ERIN
            What?

                               MRS. MORALES
            My daughter, she's bought a big house with a
            room for me.  I'm going to move in with her.

                               ERIN
            You're moving away?  When?

                               MRS. MORALES
            Next week.

                               ERIN
                        (stunned)
            Wow, that's soon --

                               MRS. MORALES
            I know.  But it's good for me.  Now I can
            help my daughter take care of my grandkids.
            And it's good for you, too.  Now you have
            money, you can find a good babysitter, huh?
            Not the old lady next door.

     Oh, God.  In Erin's arms, Beth starts to COUGH.

     EXT. ERIN'S HOUSE - DAY

     Erin carries Beth up to her house.  As she nears her door,
     she steps on a GIANT WATER BUG.  It crunches under her sole.

                               ERIN
            Ugh.

     Insult added to injury.  She heads up to the house, dragging
     her shoe, wiping off the bug guts.

     INT. ERIN'S HOUSE, MAIN LIVING/DINING SPACE - DAY

     Just as dull inside.  Salvation Army furniture.  A lot of
     beige.  Erin's two older kids, MATTHEW (7) and KATIE (5) are
     at the table.  Beth is in a baby seat.  Erin spoons some Mac
     & Cheese onto their plates, trying to hide her worry.

                               MATTHEW
            I don't like this part, it's all crusty.

                               KATIE
            I like the crust.

     Erin switches the plates.

                               ERIN
            Put your napkins in your laps and eat up.

                               KATIE
            How come you're not eating?

     Cause there isn't enough food.

                               ERIN
            Mamma's gonna eat later.

     From her baby seat on the table, Beth COUGHS some more.
     Thick, sick-sounding coughs.  Erin looks at her.

                               ERIN
            Don't go getting sick on me, baby.  Okay?

     INT. ERIN'S BATHROOM - NIGHT

     The shower and sink are both on full, filling the room with
     STEAM.  Erin is seated with COUGHING, CRYING Beth on her lap,
     trying to steam the illness out of her.

                               ERIN
            It's gonna be okay, sweetheart.  I promise.

     But her face doesn't look like she believes it.

     EXT. DRUGSTORE - DAY

     Matt and Katie are messing around with a gumball machine.

     INT. DRUGSTORE, AISLE - DAY

     Erin is holding Beth, wandering the aisles.  She stops at the
     medicines, thinks for a long moment, then, hating herself,
     glances to make sure no one's looking, and picks up a bottle.

     INT. DRUGSTORE, AT THE REGISTER - DAY

     As a CUSTOMER steps away from the register, Erin steps up
     with the bottle in her hand and smiles at the CHECK-OUT LADY.

                               ERIN
            Hi, remember me?  I was in yesterday.  Bought
            a whole mess of stuff?  Round about five?

                               CHECK-OUT LADY
            Honey, it's a zoo here at five.  I'm lucky
            if I even see a face, much less remember it.

                               ERIN
            Oh, shoot, yeah, I guess that'd be tough.
            Well, listen, I meant to buy my baby here
            some medicine, and by the time I got home, I
            realized I'd bought the adult stuff by
            mistake.  And now, wouldn't you know, I
            can't find the receipt.  I was wondering --
            could I maybe exchange it anyway ...

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Erin feeds Beth her medicine, feeling miserable about it.

                               ERIN
            Just remember.  No matter what your Mamma
            does, lying and stealing is real bad.  I
            don't ever wanna hear you doing something
            like that ...

     On the table beside her sit the classifieds.  Row after row
     of want ads circled, then X-'d out in red.  A WATER BUG
     crawls across the edge of the paper.

                               ERIN
            ... Cause there's no excuse for it, you hear
            me?  No excuse at all.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Midday.  Ed enters with a cup of coffee in his hand.  As he
     heads to his desk, he trips on a box of files.  Coffee
     sloshes out of his cup, onto his shirt.

                               ED
            Damn it!
                        (calling out)
            Brenda!

     She pops her head in.

                               BRENDA
            Yeah?

     He grabs a tissue, swabs his shirt, then kicks at the box.

                               ED
            What the hell is this doing here?

                               BRENDA
            It's those files you asked for.

                               ED
            I didn't mean for you to leave them in the
            middle of the floor.  Jesus.  Look at me.
            What do I have this afternoon?

                               BRENDA
            Nothing you can't show up for with a stain.

     As Ed checks his reflection in the glass wall of his office,
     he notices, on the other side:

     ERIN, standing in the middle of the secretaries' area, in a
     miniskirt and leather bustier, talking to MARIO, the firm's
     mentally challenged office boy.  Mario heads away from her.

                               ED
            What's she doing here?

                               BRENDA
            Who?

     Ed goes to his office door and waves Mario over.

                               ED
            Hey -- Mario -- what's she doing here?

                               MARIO
            She works here.

     Ed looks back at her -- what the hell?

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     The support staff -- mostly middle-aged women -- are all
     stealing glances at Erin.  Ed comes up to her, all friendly.

                               ED
            Erin!  How's it going?

     Up close, the wear and tear of worry show on her face.

                               ERIN
            You never called me back.  I left messages.

                               ED
            You did?  Wow, sorry about that.
                        (beat)
            Listen, Mario's a little not so bright.  He
            seems to think that you said --

                               ERIN
            There's two things I can't stand, Mr. Masry.
            Being ignored, and being lied to.  You did
            both.

     Glances skitter between the secretaries -- get a load of
     this.  Ed lowers his voice.

                               ED
            I never lied.  I may have miscalculated --
            that happens sometimes, but --

                               ERIN
            You said things would be fine, and they're
            not.

                               ED
            I'm sorry about that.  Really.  But --

                               ERIN
            I don't need pity.  I need a paycheck.  And
            I've looked, but when you've spent the last
            six years raising babies, it's real hard to
            convince someone to give you a job that pays
            worth a damn.  So I figure, since you're the
            one who said I was gonna be okay, you should
            be the one to hire me.

     Ed sees everyone watching him, listening.

                               ED
            I'd love to help, Erin, but I'm sorry, I
            have a full staff right now, so --

     He starts to escort her out, but she stays put.

                               ERIN
            Bullshit.  If you had a full staff, you'd
            have time to return your damn phone calls.

     She's backing him into a corner here.  He shifts gears.

                               ED
            Okay, look.  If you really want to apply for
            a job here, you can do it the way everyone
            else does.  Send in a rÈsumÈ, make an --

                               ERIN
            I'm not everyone else, Mr. Masry.  I'm
            someone you made promises to that you didn't
            deliver on.  I trusted you.  With my kids'
            well-being.  Now, I'm smart, and I'm hard-
            working, and I'll do anything.  But if you
            think I'm leaving here without a job, you
            got another thing coming.

     Ed glances around the room.  Not a whole lot of options here.
     He looks back at Erin.

                               ED
            No benefits.

     INT. MASRY & VITITOE, FILE ROOM - DAY

     A tight office lined with file cabinets and shelves.  ANNA,
     the humorless file clerk, is showing Erin around.

                               ANNA
            ... what we do in here is keep track of all
            the case files.  That way, at any time, we
            can find out a case's status -- where it is
            in the office, stuff like that.  We file 'em
            all here, alphabetically --

                               ERIN
            Oh, hell.
                        (beat)
            I'm dyslexic.

                               ANNA
            That's a joke, right?

     Erin shakes her head, no.  Great, thinks Anna.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     As Anna shows Erin around the office, they pass JANE, the
     bitter office manager, and Brenda, at the coffee area.

                               JANE
            Just last week, he told my sister we weren't
            hiring.

                               BRENDA
            What's your sister look like?

     INT. MASRY & VITITOE, ED'S OFFICE - NIGHT

     Ed is packing up his office.  Erin sticks her head in.

                               ERIN
            Mr. Masry?

     He turns, sees her.

                               ED
            Yeah?

                               ERIN
            I was wondering -- could you tell me who I'd
            talk to about maybe getting an advance on my
            paycheck?  Just -- for the weekend.

                               ED
            Jane's the office manager.  She handles
            payroll and petty cash.  But she leaves early
            on Fridays.

                               ERIN
            Oh.  Okay.  That's okay.

     Ed looks at her a moment, sees that it's far from okay.

                               ED
            Oh, for Christ's sake ...

     He takes out his wallet, looks in.

                               ED
            All I have is hundreds.

                               ERIN
            I don't wanna take your money, Mr. Masry.

                               ED
            Bullshit, you don't.

     He slaps a hundred in her hand and leaves.  When he's gone,
     she looks at the bill -- her life raft -- and gives it a
     great big kiss.

     EXT. BABYSITTER'S HOUSE - NIGHT

     Erin is at the door, taking Beth from the BABYSITTER, a
     shabby, unkempt-looking woman in her 40's.  Katie and Matt
     pull on their backpacks and troop out of the sitter's house.

     EXT. SUPERMARKET - NIGHT

     Erin is leaving the store, carrying Beth in one arm and a bag
     of groceries in the other.  Katie and Matt are each carrying
     a bag of groceries as well.  They are all singing and moving
     with the jaunty step of the newly carefree.  Katie spots a
     flower display outside the store.

                               KATIE
            Mommy, can I get a flower?

                               ERIN
            Sweetheart, you can get a whole big bunch.

     INT. ERIN'S HOUSE, MATT AND KATIE'S ROOM - NIGHT

     A small room with Salvation Army furniture.  A BUNCH OF
     DAISIES is propped in a Ragu jar on Katie's bedside table.
     Matt and Katie are asleep in bed.  Erin looks down at them,
     smiles, then kisses them good-night.

     INT. ERIN'S HOUSE, HALLWAY - NIGHT

     Erin comes out of the bedroom and softly closes the door.
     But just as the handle clicks into place, the house is filled
     with the DEAFENING ROAR of a MOTORCYCLE, REVVING and REVVING.
     It sounds as if it's gonna drive through the wall.

     EXT. ERIN'S HOUSE - NIGHT

     Erin steps out onto her front stoop and looks over at what
     used to be Mrs. Morales's house.  A few MOTORCYCLES are
     parked on the lawn; A FEW BIKERS are drinking beer on the
     stoop; and one asshole is on his bike, REVVING HIS ENGINE.

                               ERIN
            Hey!

     But of course he can't hear her.  She walks over to him,
     stands right in his line of vision.

                               ERIN
            HEY!

     He sees her and kills the engine.  Everything about GEORGE
     HALABY is tough -- his denim, his leather, his bike, his long
     hair.  Everything but his eyes, which twinkle like Santa's.

                               GEORGE
            Well, hello to you, darlin'.

                               ERIN
            What the hell do you think you're doing,
            making all that Goddamn noise?

                               GEORGE
            Just introducing myself to the neighbors.

                               ERIN
            Well, I'm the neighbors.  There, now we're
            introduced, so you can shut the fuck up.

     The guys on the porch chuckle.  Erin turns and starts back to
     her house.  George hops off his bike and follows her.

                               GEORGE
            Ooh, now, see, if I'da known there was a
            beautiful woman next door, I'da done this
            different.  Let's start over.  My name's
            George.  What's yours?

                               ERIN
            Just think of me as the person next door who
            likes it quiet, and we'll get along fine.

                               GEORGE
            Now, don't be like that.  Tell you what.
            How about if I take you out on a date to
            apologize for my rudeness?

     Erin shakes her head in disbelief and keeps walking.

                               GEORGE
            Come on.  Gimme your number, I'll call you
            up proper and ask you out and everything.

     She stops at her porch, turns to him.

                               ERIN
            You want my number?

                               GEORGE
            I do.

                               ERIN
            Which number do you want, George?

                               GEORGE
            You got more than one?

                               ERIN
            Shit, yeah.  I got numbers coming out of
            my ears.  Like, for instance, ten.

                               GEORGE
            Ten?

                               ERIN
            Sure.  That's one of my numbers.  It's how
            many months old my little girl is.

                               GEORGE
            You got a little girl?

                               ERIN
            Yeah.  Sexy, huh?  And here's another: five.
            That's how old my other daughter is.  Seven
            is my son's age.  Two is how many times I
            been married and divorced.  You getting all
            this?  16 is the number of dollars in my
            bank account.  454-3943 is my phone number.
            And with all the other numbers I gave you,
            I'm guessing zero is the number of times
            you're gonna call it.

     She turns and heads inside.  He calls out after her:

                               GEORGE
            How the hell do you know your bank balance
            right off the top of your head like that?
            See, that impresses me.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Morning.  Erin walks in, wearing her usual garb.  She passes
     the coffee area, where Jane, Brenda, and Anna are milling.
     Brenda sees her, gives Anna a nudge.  They both check out her
     short hem.  Anna nudges Jane, who looks as well.  Erin
     glances over just in time to see all three of them staring at
     her judgementally.  She stops in her tracks and stares back.

                               ERIN
            Y'all got something you wanna discuss?

     The women go back to stirring their coffees.  Erin walks on.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is walking into his office with a coffee cup in his hand
     when he trips over the same box of files again.

                               ED
            Damn it!
                        (calling out)
            Brenda!
                        (no answer)
            BRENDA!

     INT. MASRY & VITITOE, FILE ROOM - DAY

     Erin is alone, filing as she talks on the phone.

                               ERIN
            How long's she been crying like that? ...
            Well, she's got that tooth coming in --

     Ed appears in the door, carrying the box of files.

                               ERIN
            Give her a cold washcloth to suck on --
                        (sees Ed)
            I gotta go -- there's a clean one in that
            bag -- I'll check back in a bit.
                        (hangs up)
            Sorry.  My kid --

                               ED
            Where's Anna?

                               ERIN
            Out to lunch with the girls.

                               ED
            Oh.  Huh.
                        (beat)
            Well, look, I got this file I need valued.
            Real estate thing.  A lady has some property
            next to a PG&E plant that PG&E wants to buy.
            I need to know what to ask for it.

     He plunks the box of files on her desk.  She stares at it,
     with no idea of how to go about that.

                               ERIN
            Oh.  Okay.

     He sees her staring at the box.

                               ED
            You do know how to do that, don't you?

                               ERIN
            Yeah.  I got it.  No problem.

                               ED
            Good.

     Ed heads out, but pauses before leaving.

                               ED
            You're a girl.

                               ERIN
            Excuse me?

                               ED
            How come you're not at lunch with the girls?
            You're a girl.

                               ERIN
            I guess I'm not the right kind.

     INT. MASRY & VITITOE, FILE ROOM - NIGHT

     Erin is at her desk, staring bewildered at the files from the
     box Ed gave her, which are now spread across her desktop.
     She sees Anna packing up her things, to leave.

                               ERIN
            Anna?  With this real-estate valuing stuff -
            - could you remind me, cause I'm a little
            confused about how exactly we do that.

                               ANNA
                        (exasperated)
            Erin, you've been here three weeks.  If you
            don't know how to do your job by now, I am
            not about to do it for you.

     EXT. ERIN'S HOUSE - NIGHT

     Katie and Matt are running up to the house.  Erin follows,
     toting Beth under one arm and the box of documents under the
     other.  She steps on another water bug.

                               ERIN
            Ugh.

     As she wipes the bug guts off the bottom of her shoe:

                               GEORGE (O.S.)
            Hey, neighbor, wanna beer?

     She spots George on his stoop, with a six-pack beside him.

                               ERIN
            No.

                               GEORGE
            C'mon.  I bought 'em for you, to make up for
            that night.

                               ERIN
            Return 'em.  Maybe you'll get your money
            back.

     He gets up and follows her to her house.

                               GEORGE
            Now, why're you giving me such a hard time?
            I'm just trying to be a good neighbor.

     Erin turns to him.  The kids are waiting at the door.

                               ERIN
            I had a good neighbor, George.  She was 60
            and Mexican and she watched my kids for
            free.  Something tells me you're not gonna
            be able to measure up to that.

                               GEORGE
            You need help with your kids?  I could
            probably do that.

     George reaches out and grabs the box from under her arm.

                               ERIN
            I'm not gonna leave my kids with you.

                               GEORGE
            Why not?

                               ERIN
            Cause I don't even know you.

                               GEORGE
            Yeah, and whose fault is that?

     He's got a point there.  After a beat:

                               GEORGE
            What, you got so many friends in this world,
            you don't have use for one more?

     INT. ERIN'S HOUSE, LIVING ROOM - NIGHT

     George is on the floor with Matt and Katie, playing War.
     Katie points to the Harley emblem on his leather jacket.

                               KATIE
            What's that stand for?

                               GEORGE
            That's for Harley Davidson.  The best damn
            motorcycle ever made.

     Erin comes in from the kitchen.

                               ERIN
            And if I catch either of you anywhere near
            one, I'll knock you silly.  Go on to bed,
            now -- I'll come tuck you in in a minute.

     They get up ...

                               GEORGE
            Night.

                               KATIE/MATT
            Night.

     ... and head into bed.  George starts cleaning up the cards.

                               GEORGE
            Great kids.

     Erin bends down to help him.

                               ERIN
            Yeah.  I'm probably ruining them.

                               GEORGE
            How?

                               ERIN
            I'm never here.  I gotta leave 'em with this
            weird sitter all afternoon who costs a
            fortune and smells like chicken fat.

                               GEORGE
            I was serious before, you know.  If you need
            someone to keep an eye on them -- after
            school or something -- I don't have a job
            now, so I'm around in the afternoons.

                               ERIN
            Great.  Another deadbeat.

                               GEORGE
            I'm not a deadbeat.  I work when I need to.

                               ERIN
            Yeah?  And what do you do the rest of the
            time, live off your trust fund?

                               GEORGE
            I do construction, which pays real good.
            And I make it last by living cheap.

                               ERIN
                        (with a little laugh)
            I hope that's not supposed to impress me.

                               GEORGE
            Are you this hard on everyone who tries to
            help you?

                               ERIN
            It's been a while.  Maybe I'm just out of
            practice.

                               GEORGE
            Then lemme remind you, the polite thing is
            to say, thank you, that's a real nice offer,
            I don't mind taking you up on it.

                               ERIN
            Why in the hell would you want to watch my
            kids?

                               GEORGE
            Cause I like kids.  I like hanging out with
            them.

                               ERIN
            Right.

     She starts cleaning up the cards.

                               GEORGE
            I do.  I like how they keep it all simple,
            you know?  They don't get all complicated
            about life, like grown-ups do.  A bicycle
            and an ice cream cone -- boom, done, they're
            happy.

     Erin thinks about the offer.

                               ERIN
            You're around every afternoon?

                               GEORGE
            Yup.  Usually working on my bike.
                        (she's tempted)
            No big deal.  If it doesn't work out, you
            can send 'em back to the chicken fat lady.

     Tempting.  Erin looks him over.

                               ERIN
            This isn't gonna get you laid, you know.

                               GEORGE
                        (with a laugh)
            Yeah, we'll just see about that, won't we?

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     The wee hours.  Erin's in a t-shirt, sitting on her mattress
     on the floor.  The paperwork from the box is now spread all
     over the floor around her.  She's reading a letter.

     CLOSE ON THE LETTER

     It's from PG&E, to Donna and Peter Irving.  We see the
     phrases, "purchase your house ...", "fair market value ..."

     CLOSE ON ANOTHER DOCUMENT

     It's a list of comparable house sales in the area.  Owner,
     cost; owner, cost.  Every house is in the $65,000 range.

     From another room, she hears the sound of BETH CRYING.  Still
     reading the file, Erin gets up and goes into:

     INT. ERIN'S HOUSE, BETH'S BEDROOM - NIGHT

     Still reading, Erin gets Beth out of her crib.  Beth quiets.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Erin lies down on the mattress and rests Beth on her chest.
     She sets down the file she was reading and picks up another.

     CLOSE ON THE FILE

     It contains a letter from a Dr. Howard Reeves.  The first
     paragraph contains the phrase "... medical examination of
     Donna and Peter Irving ..."

     Toward the end of the letter, there are two columns.  One is
     headed: "IN RANGE".  The other: "OUT OF RANGE".  Under that
     head appear the following: "lymphocytes, T-lymphocytes,
     natural killer cells, T Helpers, T8 suppresser cells".

     Erin stares at it, confused.

     INT. MASRY & VITITOE, COFFEE AREA - DAY

     Erin is talking to Jane, who's pouring herself coffee.

                               ERIN
            It was in this real estate file I'm valuing.
            And -- see, I know they're the medical
            records from the people selling the house --
            but it talks about things like lymphocytes
            and T8 suppressers.

     Erin sees Ed pass behind Jane.  She lowers her voice, so he
     won't see her asking for help.

                               ERIN
            I mean, it's not a problem or anything, but
            -- I'm just a little unclear on what those
            things are.  I thought maybe you'd know.

                               JANE
            What do I look like, Erin?  A library?

     And Jane walks away with her coffee.

     EXT. UCLA MAIN LIBRARY - DAY

     Large.  Looming.  Very establishment.  Through the windows,
     we see Erin at the desk, talking to a LIBRARIAN.  She has the
     file in her hands.  Over this:

                               ROSALIND (O.S.)
            Masry & Vititoe, can I help you?

                               ERIN (O.S.)
            Hi, Rosalind, this is Erin.  Brockovich.
            From the file room?  I was wondering if you
            could tell Mr. Masry that I'm following up
            on that real estate thing out of the office.

     The librarian gives her directions to somewhere else.

     EXT. UCLA MEDICAL LIBRARY - DAY

     Smaller, but still establishment.  Erin's Hyundai pulls into
     the parking lot.

     INT. UCLA MEDICAL LIBRARY - DAY

     Erin is at the reference desk, eating a candy bar while she
     talks to the LIBRARIAN.  He checks something on the computer.
     A couple of WHITE-COATED MEDICAL STUDENTS pass her, double-
     taking.  They don't see many like her around here.

     INT. UCLA SCIENCE BUILDING, HALLWAY - DAY

     A long, academic hallway lit by fluorescents.  Erin gets off
     an elevator and heads down the hall.  She finds a door with a
     nameplate that reads "Jim Paulsen, Epidemiology" and KNOCKS.

     The door opens and DR. JIM PAULSEN appears.  He's a classic
     scientist: unruly hair, thick glasses.  Nothing like Erin has
     ever shown up at his door.  He reels at the sight of her.

                               ERIN
            Dr. Paulsen?

                               PAULSEN
            Yes?

                               ERIN
            Hi, I'm Erin Brockovich.  I was just over in
            the library there, asking a mess of
            questions about -- I guess they call it
            epidemiology? -- and the fella there told me
            to find you, cause you know all about it.

                               PAULSEN
                        (suspicious)
            Is this a joke?  Did Baxter put you up to
            this?

                               ERIN
            Who's Baxter?

                               PAULSEN
            He did, didn't he?  Baxter!

     BAXTER, another scientist, leans out of a door down the hall.

                               BAXTER
            Yeah?

     Baxter and Erin look at each other.  No recognition, of
     course.  Paulsen is immediately embarrassed.

                               PAULSEN
            Oh.  Oh.

                               ERIN
            No one put me up to anything.  I was just
            hoping I could ask you a couple questions.

                               PAULSEN
                        (mortified)
            Of course!  Oh, gosh, of course --

     INT. PAULSEN'S OFFICE - DAY

     Orderly chaos.  Dr. Paulsen, still recovering, has Erin's
     file in his hands.  Erin is sitting across from him.

                               PAULSEN
            Well, look, there isn't a ton of information
            here, but from what there is, I'd say that
            these two people here -- what are their
            names?  Shanna and Ashley?

                               ERIN
            Right, I guess those are the kids --

                               PAULSEN
            They've both got some immune system problem.
            Can't say what from, whether it's viral or
            genetic or what, but something's wrong.  And
            these guys -- Donna and Peter --

                               ERIN
            Their parents, I'm pretty sure.

                               PAULSEN
            Well, from what this stuff says, I'd say
            they both have some form of cancer.

     Wow.  That's more serious than Erin was expecting.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     CLOSE ON THE FILE on the kitchen counter.  The Irvings' phone
     number is written on the front.  A PHONE IS RINGING.

                               ERIN (O.S.)
            Whoa, whoa!  Easy, easy, easy --

     WIDEN to see Erin, phone to her ear, grabbing a carton of
     juice from Matt and Katie, who are fighting over it at the
     table.  Just as she takes it from them, the phone picks up.

                               DONNA'S VOICE (O.S.)
            Hi!  You've reached the Irvings.  Leave a
            message and we'll get back to you just as
            soon as we can.  Bye-bye.

     BEEP.  Erin thinks a bit, then hangs up and looks at the
     file.  Scrawled on the cover is the Irvings' address, in
     Hinkley, California.

     EXT. L.A. FREEWAY - DAY

     The beat-up old Hyundai heads east out of L.A.  DISCO MUSIC
     blares from its speakers.

     EXT. HINKLEY, CA - DAY

     This is a dry, desolate part of California.  No downtown, no
     community.  Just tract after tract of arid farmland, with
     small, bland, unprotected ranch home cropping up out of the
     landscape like occasional tombstones.

     A beat-up old sign on the road reads: "HINKLEY, CA.  POP: "
     but the  corner where the number would be has broken off.

     As a gust of wind lifts dust from the fields, Erin turns onto
     Community Boulevard, the main road that cuts through Hinkley.

     INT. ERIN'S HYUNDAI - DAY

     Erin looks around.  The house she's passing has been razed.
     A heap of lumber and wires in the middle of the property.

     As she checks the piece of paper with Donna's address, she
     drives by the PG&E COMPRESSOR STATION, a massive gray
     structure of pipes, chimneys and ladders, set way back from
     the road.  Erin passes it without noticing it.

     She stops at an intersection.  The house on the corner has
     been boarded up with plywood.  Erin notices it -- depressing
     -- then turns the corner onto Donna's street.

     EXT. DONNA IRVING'S HOUSE - DAY

     A generic ranch home standing all alone in the middle of
     nothing.  There's a pool out back and a chain link fence
     hugging the property.  No landscaping.  Dull, but clean.  A
     few BOTTLES OF SPRING WATER wait by the door.

     The Hyundai pulls into the driveway and stops.  Erin gets
     out.  As she heads up to the door, her spike heels sink into
     the dirt.  She rings the bell.  It has a melody chime.

     DONNA IRVING opens the door.  She's 35, petite, with a
     scrappy, high-strung manner.  She's wearing tight jeans, and
     her dark curls are piled on top of her head.

                               ERIN
            Hi.  Donna Irving?

                               DONNA
            Yes?

                               ERIN
            I'm Erin Brockovich, from Masry & Vititoe?

                               DONNA
                        (a little surprised)
            You're a lawyer?

                               ERIN
            Hell, no.  I hate lawyers.  I just work for
            them.  You got a minute?

     INT. THE IRVINGS' HOUSE, LIVING ROOM - DAY

     The house is furnished with little money, but lots of care.
     Erin's on a plaid couch, in a sea of needlepoint pillows.
     Out back, two GIRLS, ages 9 and 11, are playing in a pool.

                               ERIN
            This is a real nice place you got here.

                               DONNA (O.S.)
            Well it oughta be, with all the work I put
            into it.

     She comes out from the kitchen with a tray of iced tea.

                               DONNA
            I added air conditioning, put in the pool,
            made all those pillows by hand ...

                               ERIN
            Yeah?  I should learn to do stuff like that.
            They make the place feel real homey.

     Donna corrects the positioning on a couple of pillows.

                               DONNA
            Thank you.  I think so too.  That's why I'm
            being such a stickler on this house price
            thing.  I don't mean to be a pain in PG&E's
            backside, especially after all they've done
            for Hinkley, but I look around here and I
            think, if they want this place, they're
            gonna have to pay for it.  And I don't just
            mean pay for the house; I'd like them to pay
            me for the trouble of starting over.

                               ERIN
            Right.

                               DONNA
            Cause first you gotta move, then there's
            decorating, and if the windows aren't the
            same size, you know -- you're making all new
            curtains.  Honest to God, I don't know if I
            have the energy.  You know, I've been sick.
            Me and Peter both have.

                               ERIN
            Yeah, I'm real glad you brought that up.  I
            was going through your file here, and I ran
            into these medical records.  They kinda
            surprised me --

     This would be the perfect opportunity for many to get self-
     pitying.  But not Donna.  Life's handed her a shitload of
     lemons, and darned if she hasn't made a shitload of lemonade.

                               DONNA
            I know.  They're more than a bit unusual.
            See, two years ago, Pete got Hodgkin's
            disease.  That's a kind of cancer --

                               ERIN
            Yeah, I'm real sorry to hear that.

                               DONNA
            Thank you.  It's in remission now, thank the
            Lord, but you never know.  And then while
            that's going on, I end up having to have a
            hysterectomy.  Plus a whole mess of lumps
            removed from my breasts.  All benign so far,
            but still, no matter how positive you stay,
            an operation can still take it out of you.

                               ERIN
            I'll say.  Holy moley.

                               DONNA
            So the whole idea of selling the house --
            don't get me wrong, I'd be glad to move to
            some better place, but if they aren't gonna
            pay us properly, I just don't see the point.

                               ERIN
            Yeah, I can see that.
                        (beat)
            I guess the only thing that confused me is -
            - not that your medical problems aren't
            important, but -- how come the files about
            them are in with all the real estate stuff?

     Donna tops off their iced teas.

                               DONNA
            Are you kidding?  With how our lives are, if
            I start subdividing files, I'll be sunk.  I
            just kept all PG&E correspondence in one
            place.

                               ERIN
            Right, but -- I'm sorry, I don't see why you
            were corresponding with PG&E about it in the
            first place.

                               DONNA
            Well, they paid for the doctor's visit.

                               ERIN
            They did?

                               DONNA
            You bet.  Paid for a check-up for the whole
            family.  And not like with insurance where
            you pay, then wait a year to be reimbursed,
            either.  They just took care of it.  Just
            like that.  We never even saw a bill.

                               ERIN
            Wow.  Why would they do that?

                               DONNA
            Cause of the chromium.

                               ERIN
            The what?

                               DONNA
            The chromium.  Well, that's what kicked this
            whole thing off.

     INT. IRVING HOUSE, GARAGE - DAY

     CLOSE ON A BOX, with "CHROM INFO" scrawled on it.

                               DONNA (O.S.)
            PG&E came around a few years ago, told us
            they put chromium in our well by mistake.
            And since we shouldn't have to drink it if
            we don't want to, they gave us free spring
            water and offered to buy our house.

     WIDEN to see Donna pulling the box down into the room.

                               ERIN
            What's chromium?

                               DONNA
            It's a chemical they used over at that
            compressor station up the road there.

                               ERIN
            Well, hell, maybe that's why you all have
            been so sick --

                               DONNA
            I thought the same thing, right off the bat.
            That's why we went to see the doctor.  But
            hunh-uh.  Turns out one's got nothing to do
            with the other.

     She rifles through the box.

                               DONNA
            This is the info they gave us.  You'll see
            if you look through it, chromium's good for
            you.  When I saw what they charged for it at
            the health-food stores, I about fainted.

     She hands Erin a printed fact sheet.  Erin scans it.

                               ERIN
            Seems like an awful big coincidence -- your
            water being messed with and you being so
            sick.

                               DONNA
            Not around here.  This is a rough part of
            the world.  Hard times, not a lot of money,
            not a lot of luck.
                        (beat)
            It's a challenge, staying healthy in a town
            like this.  Heck, even our dogs up and die.

     INT. ERIN'S CAR - NIGHT

     Erin's driving away from Donna's house.  A street lamp throws
     light on the box of chromium documents in the passenger seat.

     She gets to an intersection and looks across the street at
     the massive COMPRESSOR STATION.  Six stories high, lit up
     like a Christmas tree, with all sizes of PIPES criss-crossing
     the outside and GIANT COOLING TOWERS sticking up out of it.
     Far more massive than anything else in town, it looms over
     the horizon like the Capitol in D.C. or St. Peter's in Rome.

     Erin takes a long look at the compressor station, then turns
     onto Community Boulevard and drives away.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Erin is holding Beth, making her a bottle, when she hears
     NOISES coming from outside.  She follows them.

     EXT. ERIN'S HOUSE - DAY

     Erin opens the door to find George attaching bars to her
     windows.

                               ERIN
            What're you doing?

                               GEORGE
            Better safe than sorry.

     She shakes her head, amused by his persistence.

                               ERIN
            You want some coffee, George?

     INT. ERIN'S HOUSE, KITCHEN - NIGHT

     George follows Erin in.

                               GEORGE
            I'm gonna put a dead bolt on your front
            door, too.  This isn't exactly the safest
            neighborhood in the world, you know.

                               ERIN
            Thanks for reminding me.

                               GEORGE
            I guess we get what we pay for, huh?

     Erin pours him some coffee, hands it to him.

                               ERIN
            You think it could make you sick, living in
            a place like this?

                               GEORGE
            What do you mean?

     George settles in, helps himself to sugar.

                               ERIN
            I was talking to this lady -- she and her
            husband both got cancer, and she thinks it's
            cause they live in a bad neighborhood.  You
            think that's possible?  That living in a bad
            neighborhood could give you cancer?

     George laughs a little at the thought.

                               GEORGE
            Man, I hope not.  You got enough damn
            problems.

     But Erin's still mulling it over.

     EXT. NORTHRIDGE, ERIN'S BLOCK - DAY

     Erin clips down the block in short-shorts and high-heeled
     boots.  Up ahead a few of DOWN-ON-THEIR-LUCK MEN are out on a
     stoop, drinking their breakfast.  Erin approaches them.

                               ERIN
            Hi, y'all -- how you doing today?

                               MAN 1
            Hangin' in, baby.  How about yourself?

                               ERIN
            I'm okay, I'm just fine.  I was wondering --
            could I maybe ask you a couple questions?

     She settles down on the stoop with them for a chat.

     INT. PAULSEN'S OFFICE - DAY

     Dr. Paulsen and Erin are sitting, talking.  He's thrilled to
     have her back in his office.

                               ERIN
            ... and when I realized our area's just as
            bad as Hinkley, I thought maybe my neighbors
            are all sick too.  So I went and asked.

                               PAULSEN
                        (surprised)
            You did?

     Erin digs a pad of paper out of her bag.

                               ERIN
            Uh-huh.  Spent the last few days knocking on
            doors.  And you know what?  They're not.
                        (reads from the pad)
            I mean, they got problems, but none of this
            cancer stuff.  And their pets are fine.  So
            I don't know -- I just can't shake the
            feeling that it wasn't no multivitamin they
            put in the water.

                               PAULSEN
            Well, if you're talking about contamination,
            you're getting out of my area of expertise.
            Let me give you the name of a toxicologist
            friend of mine over at USC.

     Paulsen reaches for a notepad, scrawls on it.

     INT. UCLA MEDICAL BUILDING, HALLWAY - DAY

     Paulsen is seeing Erin out of his office.

                               PAULSEN
            I gotta say, Erin -- first time I saw you, I
            did not peg you as the kind to go off and
            conduct her own epidemiological study.

                               ERIN
            Don't go telling anyone.  It'll ruin my
            reputation.

     EXT. USC CAMPUS - DAY

     Erin towers over DAVID FRANKEL as she walks across campus
     with him.  He's the grittier variety of scientist: Patagonia,
     Birkenstocks, bushy beard.  He's as dry as dust, and as much
     as Dr. Paulsen responded to Erin, Frankel barely notices her.

                               FRANKEL
            What kind of chromium is it?

                               ERIN
            There's more than one kind?

                               FRANKEL
            Yes.  There's straight-up chromium -- does
            all kinds of good things for the body.
            There's chrom 3, which is fairly benign, and
            then there's chrom 6, hexavalent chromium,
            which, depending on the amounts, can be very
            harmful.

                               ERIN
            Harmful, like -- how?  What would you get?

                               FRANKEL
            With repeated exposure to toxic levels --
            God, anything, really -- respiratory
            disease, liver failure, heart failure,
            reproductive failure, chronic headaches,
            bone or organ deterioration -- plus, of
            course, any type of cancer.

     He rattles it off coolly.  Just facts.  Erin's stunned.

                               ERIN
            So that stuff -- it kills people.

                               FRANKEL
            Oh, yeah.  Definitely.  Highly toxic, highly
            carcinogenic.  Bad, bad stuff.

                               ERIN
            Well, how do I find out what kind of
            chromium is up in Hinkley?

                               FRANKEL
            Have you been to the water board?

                               ERIN
            Hunh-uh.  What's that?

                               FRANKEL
            Every county has one.  They keep records of
            anything water-related within their
            jurisdiction.  You should be able to find
            something there.

                               ERIN
            County water board.  All righty, thanks.

                               FRANKEL
            Good luck.
                        (beat)
            Oh -- I wouldn't advertise what you're
            looking for if I were you ...

     His line continues over:

     EXT. LAHOTAN REGIONAL WATER BOARD - DAY

     Erin's Hyundai pulls up and stops in a cloud of dust.

                               FRANKEL (O.S.)
            ... Incriminating records have a way of
            disappearing when people smell trouble.

     Erin hops out, checks her reflection in the side-view mirror,
     then heads into the building.

     INT. LAHOTAN REGIONAL COUNTY WATER BOARD - DAY

     Drab, government-issue.  ROSS, the bored desk clerk is
     thumbing his way through ROAD & TRACK.  Just as he stops to
     stare at a motor oil ad in which a buxom blonde is straddling
     the hood of a car, the huge door opens and Erin enters.

                               ERIN
            Whew!  Goddamn, that's a heavy door.

     Ross looks up.  It's like the girl from the ad walked right
     off the page.  He jumps up, to help her with the door.

                               ROSS
            Oh, hey -- lemme give you a hand there.

                               ERIN
            Thank you very much.  Aren't you a
            gentleman?  Mr. ...

                               ROSS
            Ross.

                               ERIN
            Ross.  Real pleased to meet you.  I'm Erin.

     She smiles.  He can't believe his luck.

                               ROSS
            Erin.  Cool.  What can I do for you, Erin?

                               ERIN
            Well, believe it or not, I am on the prowl
            for some water records.

                               ROSS
                        (with a laugh)
            You come to the right place.

                               ERIN
                        (laughing along)
            I guess I did.

                               ROSS
            You just tell me what you want to look at
            and I'll be glad to dig 'em out for you.

                               ERIN
            I wish I knew.  It's for my boss.  He's
            fighting his water bill, and he wants me to
            find all manner of bills from all kinds of
            places.  The easiest thing would probably be
            if I just squeezed back there with you and
            poked around myself.  Would that be okay?

                               ROSS
            Heck, yeah.  Come on back.  Just gonna need
            you to sign in here --

     He hands her a pen.  He reads over her shoulder as she signs
     her name -- Erin Pattee Brockovich.

                               ROSS
            Pattee?  That your middle name?

                               ERIN
            Nope.  Maiden.

                               ROSS
                        (disappointed)
            You're married.

                               ERIN
            Not anymore.

     She smiles and winks at him, then goes around the counter
     with him and looks at the stacks and stacks of files.

                               ERIN
            Well.  Here goes nothing.

     She heads down an aisle, reading the spines of the files.
     They're all town names -- Barstow, Victorville, Oro Grande,
     Helendale -- in no particular order.  Finally, Erin spots one
     that says Hinkley.  She pulls it down.

     IN THE FILE 

     are pages and pages of Xeroxed memoranda, letters, charts, 
     graphs, handwritten notes.  All shoved in willy-nilly. 

     INT. ERIN'S HOUSE, MAIN ROOM - DAY

     George is watching a football game on TV.  He's just put TV
     dinners on the floor in front of the Matt and Katie. 

                               MATT 
            Our mom gives us sandwiches on Fridays. 

                               GEORGE
            That's a sandwich. 

                               KATIE
            No, it's not! 

                               GEORGE
            Sure it is.  Here, I'll show you. 

     He picks up Matt's chicken, tears it in two ... 

                               GEORGE 
            Most people think a sandwich's gotta have 
            bread on the outside.  Not true.  Chicken is
            a perfectly good outside for a sandwich.

     ... then places the broccoli neatly between the halves. 

                               GEORGE
            See? 

     Katie and Matthew look at it, then up at George, and smile.
     This guy just might be all right, after all. 

     EXT. WATER BOARD - NIGHT 

     It's gotten dark.  Erin's Hyundai's still there.

     INT. WATER BOARD - NIGHT 

     Erin is on the floor, her legs stretched out in front of her. 
     She has a bunch of files open and spread across the floor.
     The one in her hand has caught her attention. 

     INSERT ON THE PAPER 

     It's a memo titled "CLEAN-UP AND ABATEMENT ORDER" from the
     water board to PG&E.  Erin is concentrating hard on it,
     reading laboriously to herself. 

                               ERIN (O.S.) 
            "... On December 7, 1987, the discharger
            notified the regional board and the San
            Bernardino County Environmental Health 
            Services of the discovery of 0.58 ppm of
            hexavalent chromium in an on-site ground
            water monitoring well ..."
                        (beat)
            ... hexavalent ... 

     INT. MASRY & VITITOE, RECEPTION - DAY 

     CLOSE ON A XEROX OF THE ABATEMENT ORDER.  WIDEN to see it is
     on top of a stack of papers that Erin is carrying as she
     enters the office.  She has an efficient air about her -- a
     sense of purpose. 

     INT. MASRY & VITITOE, FILE ROOM - DAY 

     Erin swoops in, ready to work, only to find her desk cleared
     off.  She turns to Anna, who's already hard at work. 

                               ERIN
            Where's my stuff? 

     Anna looks up. 

                               ANNA 
            Where've you been?

                               ERIN
            What the fuck did you do with my stuff? 

                               ANNA 
            Don't use language with me -- 

     But Erin's out the door before Anna can finish her sentence.

     INT. MASRY & VITITOE, JANE'S OFFICE - DAY

     JANE is at her desk.  Erin barrels in.

                               ERIN 
            Someone stole my stuff. 

                               JANE 
            Nice to see you, Erin.  We've missed you. 

                               ERIN 
            I had photos of my kids, plus a mug -- 

     Jane reaches under her desk for a box, looks through it.

                               JANE 
            -- toothbrush, toothpaste, and a pair of
            hose.  Here. 

                               ERIN
            What's going on? 

                               JANE 
            There may be jobs where you can disappear
            for days at a time, but this isn't one of 
            them.  Here, if you don't do the work, you
            don't get to stay. 

     She hands her the box.  Erin doesn't take it. 

                               ERIN 
            I've been working.  Shit, that's all I've
            been doing.  Ask Mr. Masry.  He knows. 

     INT. MASRY & VITITOE, ED'S OFFICE - DAY 

     Ed's at his desk, dialing the phone when Erin barrels in.

                               ERIN 
            You said to fire me?

     He sets down the receiver. 

                               ED 
            Erin, you've been gone for a week. 

                               ERIN 
            I left a message.  I've been dealing with 
            that real estate thing.  I was gonna write 
            up a whole damn report and --

                               ED 
            That's not how we work here.  You don't just
            leave a message and take off.

     Jane follows her in, still carrying the box of stuff. 

                               ERIN 
            What am I supposed to do, check in every two
            seconds? 

                               JANE 
            Yes.  It's called accountability. 

                               ERIN 
            I am not talking to you, bitch. 

                               JANE
            Excuse me?

                               ED
            Okay, enough -- 
                        (beat) 
            Now, look, Erin -- this incident aside, I 
            don't think this is the right place for you.
            So what I'm gonna do is make a few calls on 
            your behalf.  Find you something else, okay? 

                               ERIN
            Don't bother. 

     She turns to Jane, takes her box, and heads out. 

                               ED 
            Come on, I'm trying to help here. 

                               ERIN 
            Bullshit.  You're trying to feel less guilty
            about firing someone with three kids to
            feed.  Fuck if I'll help you do that. 

     And she leaves. 

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - DAY 

     As Erin heads for the door, pleased glances fly from 
     secretary to secretary.  Erin reaches the door, but can't
     open it with the box in her arms.  She turns to the room. 

                               ERIN 
            I don't suppose any one of you cunts could
            open the fucking door for me. 

     EXT. ERIN'S HOUSE - DAY 

     Erin's Hyundai rumbles to a stop in front of the house.  Erin
     shoves open the creaky, reluctant door, lifts her box of
     stuff off the seat, and gets out. 

     As she walks around the car and toward the house, she runs
     into the MAILMAN.  He hands her a packet of mail. 

                               MAILMAN 
            Here ya go, Miz Brockovich. 

     Erin looks at the top of the stack.  It's the electric bill.

     INT. ERIN'S HOUSE, MAIN ROOM - DAY 

     Erin enters, puts down the box and stares at the mail. 
     Bills, bills, and more bills.  As she throws them on the
     table, she sees George coming out of the kitchen.

                               ERIN
            What are you doing here? 

                               GEORGE 
            Fixing a leak under your sink. 

     She heads into the kitchen, weary and irritated. 

                               ERIN 
            I didn't ask you to do that.  Damn it, 
            George, I don't ask you to do things like
            that. 

     INT. ERIN'S HOUSE, KITCHEN - DAY 

     Erin enters, sees all the cleaning stuff from under the sink
     is spread around the kitchen floor.  A tool box lies open. 

                               ERIN
            Great. 

                               GEORGE
            I'm gonna clean it up. 

     Erin gets down on her knees and starts putting things away. 

                               GEORGE 
            Relax, Erin, I'll do it -- I'm not --

     Before he can finish, a huge WATER BUG runs onto Erin's hand. 

                               ERIN
            Ugh -- Jesus -- 

     She jumps and brushes it off. 

                               GEORGE 
            Yeah -- you had a whole family of those
            things hanging out back there. 

     She takes off her shoe and smacks at the bug, missing it. 

                               ERIN
            Damn it -- 

     The bug skitters away from her, along the floorboard.  Erin
     chases it, smacking at it repeatedly, missing it every time. 

                               GEORGE
            Don't worry about it, I'll get it later. 

     But Erin keeps after it, corralling all her frustrations into
     killing that one bug. 

                               ERIN 
            Come here, you little motherfucker --

     The bug crawls up onto the table, zipping behind the salt,
     the pepper, the napkin holder.  Erin keeps after it, BANGING
     the table harder and harder with each SMACK of her shoe.

                               GEORGE
            Hey, whoa -- relax --
         
     The salt and pepper skid off the table.  The napkins fly from
     their holder.  Just as Erin's about to nail the bug, it slips
     into a crack in the wall and disappears.  Erin hurls her shoe
     at the crack.  It SMASHES into the wall.

                               ERIN
            GOD DAMN IT!

     As Erin stands there staring at the wall, her breath starts
     to come heavily -- those deep breaths that precede tears.
     She slowly slides down into a chair, defeat overcoming her.
         
                               ERIN
                        (almost a whisper)
            ... God damn it.
         
     She looks around at her for-shit kitchen and starts to cry.
         
                               ERIN
            What kind of person lives like this?  Huh?
            What kind of person lets her kids run around
            in a house crawling with bugs the size of
            housecats?
         
                               GEORGE
            It's a simple thing.  Everybody gets them.
            All we gotta do is call an exterminator.
         
                               ERIN
            I can't call an exterminator.  I can't afford
            one.  God, I can't even afford my phone.
                        (beat)
            I got fired.
         
                               GEORGE
            What?  But you been working so hard --
         
                               ERIN
            Doesn't matter.  Doesn't make one bit of
            difference.
                        (then, fragile)
            Oh God, George, how'd this happen to me?
            How'd I end up so ... so nothing?
         
     George picks a napkin up off the floor, hands it to her.

                               GEORGE
            You're not nothing, Erin.

                               ERIN
            Well, I'm sure as hell not what I thought I
            was gonna be.  I was supposed to have one of
            those great lives, with everything all laid-
            out and perfect.  I mean, hell -- I was Miss
            Wichita, for God's sakes.  Did I tell you
            that?  You live next door to a real live
            beauty queen.
                        (wipes her nose)
            I still got the tiara.  I kept it cause I
            thought it meant something.  I thought it
            meant I was gonna do something great with my
            life.  I thought it proved I was gonna grow
            up to be someone.
         
                               GEORGE
            You are someone.

                               ERIN
            No I'm not.  Look at me.  I'm not.

                               GEORGE
            You're someone to me.
                        (beat)
            You're someone real special to me.
         
     He takes a step toward her and kneels in front of her, very
     close.  He takes her shoe from her hand and puts it back on
     her foot.  Then he takes her hands in his and kisses them.
         
                               ERIN
            I'm no good, George.  I make people
            miserable.
         
     But he kisses her anyway.  And for the first time in so long,
     she feels like something other than a failure.  He pulls her
     into him, and she lets herself be pulled.
         
     INT. ERIN'S HOUSE, ERIN'S BEDROOM - DAY
         
     Erin and George are in bed, naked, curled around each other.

                               GEORGE
            Man.  Even your earlobes are beautiful.
         
     He kisses one.
         
                               ERIN
            Don't be too nice to me, okay?  It makes me
            nervous.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY
         
     Ed is at his desk.  The PHONE RINGS.  And RINGS.  And RINGS.

                               ED
            Brenda!
                        (no answer)
            BRENDA!

     Nothing.  Ed growls in frustration, then gets the phone.

                               ED
            Yeah, Ed Masry here ... She doesn't work
            here anymore.  Who's this?
         
     INT. ERIN'S HOUSE, KITCHEN - DAY
         
     CLOSE ON THE TABLE, where Beth is bobbing in her baby chair.
     On one side of her is a heap of bills with "PAST DUE" and
     "PLEASE REMIT" stamped on them.  On the other, the well-
     thumbed CLASSIFIED SECTION, with circles and X's all over it.

     The DOORBELL rings.  Erin swoops in and picks up Beth.

                               ERIN
            Come on, baby.  Maybe that's Ed McMahon.

     INT. ERIN'S HOUSE, FRONT DOOR - DAY
         
     Erin carries Beth over to the front door, spies through the
     peephole, and sees Ed standing there.  She opens the door.
         
                               ERIN
            What are you doing here?

                               ED
            I got an interesting call this afternoon.
            It was from a Dr. Frankel.
         
                               ERIN
            Oh, yeah?

                               ED
            He wanted you to know the legal limit for
            hexavalent chromium, is .05 parts per
            million.  And that at the rate you
            mentioned, .58, it could be responsible for
            the cancers in that family you asked about.
            The Irvings.
         
                               ERIN
            Well, that was nice of him.  Isn't it funny
            how some people go out of their way to help
            people and others just give 'em the ax?

                               ED
            Look, I'm sorry.  You were gone.  I just
            assumed you were off having fun.

                               ERIN
            Now, why in the hell would you assume that?

                               ED
            I don't know.  Maybe cause you look like
            someone who has a lot of fun.

                               ERIN
            Boy, are you ever a shitty judge of people.
         
     Ed takes a beat, copping to the charge.
         
                               ED
            So what's the story on this thing?  This
            cancer stuff?
         
                               ERIN
            You wanna know, you gotta hire me back.  I
            got a lot of bills to pay.
         
     He glares at her.  Realizes he has no choice.
         
                               ED
            Fine.
         
     INT. ERIN'S HOUSE, LIVING ROOM - LATER
         
     Erin has let Ed in.  They're sitting.
         
                               ED
            But, PG&E told her about the chromium?
         
                               ERIN
            They told her something, but it can't have
            been too specific, cause I talked to her,
            and she sure didn't think her water was bad.
         
                               ED
            So what made you think it was?
         
                               ERIN
            It doesn't take a genius to look at those
            medical records and think something's wrong.

                               ED
            What medical records?

                               ERIN
            The ones in the box of files.
                        (off Ed's blank look)
            The box of files?  The one from your office?

                               ED
            I didn't see any medical records in there.

                               ERIN
            Boy, you musta really fine-tooth-combed it
            then, huh?
                        (to herself)
            And you fired me.  Jesus.
         
     Ed thinks for a moment.

                               ED
            That document you found, the one that says
            it was the bad chromium -- you didn't happen
            to make a copy did you?

                               ERIN
            Course I did.

                               ED
            Lemme see it, will you?

     Before getting it for him, she looks at him, weighs her odds.
         
                               ERIN
            I want a raise.  And benefits.  Including
            dental.
         
                               ED
            Look, Erin, this is not the way I do
            business, this extortion nonsense.
         
     Erin doesn't budge.
         
                               ED
            Okay.  A 5% raise, and --
         
                               ERIN
            Ten.
                        (off his look)
            There's a lot of other places I could work.
         
                               ED
            A ten percent raise and benefits.  But
            that's it.  I'm drawing the line.

     She goes to her box of stuff from the office and digs out the
     document for him.  He scans it.
         
                               ED
            This is the only thing you found?

                               ERIN
            So far.  But that place is a pig sty.  I
            wouldn't be surprised if there's more.

                               ED
            Find out.

     EXT. 10 FREEWAY - DAY

     Erin's Hyundai zips along the freeway.  "Funky Town" is
     blaring from the tinny stereo.  Over it:

                               MATTHEW (O.S.)
            I hate this music.

     INT. HYUNDAI - DAY

     Erin's driving.  Matthew's in the front seat.  Katie and Beth
     (in a car seat) are in the back.

                               ERIN
            There's no way a son of mine hates Funky
            Town.  It's impossible.

                               MATTHEW
            Well I hate it.

                               KATIE
            I hate it too.  I hate this trip.

                               ERIN
            Oh, come on, where's your sense of
            adventure?  We're going someplace you never
            been before.

                               KATIE
            I'm gonna hate it.

                               MATTHEW
            Me too.

     She glances at them, frowns a little.

                               ERIN
            You know what I'm realizing for the first
            time?  You kids are a couple of downers.  I
            mean, you are the real thing -- a couple of
            honest-to-God depresso-types.
                        (small smile)
            Who in the heck raised you, anyway?  Some
            kind of moron?
         
     Katie smiles a little.  She likes this side of her mom.
         
                               KATIE
            Yeah.  A real moron.

                               ERIN
            Some kind of half-wit, no-good, big-haired,
            bimbo, I bet.

                               MATTHEW
                        (also smiling)
            Yeah.

                               ERIN
            Thank God we got you away from her, huh?

     By now they're all smiling.  Funky Town plays on.

     EXT. PG&E COMPRESSOR STATION - DAY

     The Hyundai is parked at the entrance to the station, by a
     row of dead trees.  Erin is standing beside a sign that says
     "Private Property.  No Trespassing", taking pictures of the
     massive structure in the distance.  Matthew, Katie, and Beth
     are drawing in the dirt with sticks.

                               ERIN
            Stay out of the road.  I'll be right back.

     She wanders up the drive, onto PG&E property, moving around
     the plant, taking pictures of it from every possible angle.

     As she wanders over a big, flat, dry field to the side of the
     plant, she glances over her shoulder to check on her kids and
     notices the trail she made in the dirt has a greenish hue.
     She looks at the dirt right her feet.  Kicks the ground.

     Below the surface, the dirt turns from brown to green.  Erin
     notes this, then looks back at her kids playing in the dirt.
     Worry comes over her face.  She heads back to them.

     EXT. HINKLEY MART - DAY

     The kids are waiting at the car.  Erin comes out of the store
     with a bottle of water and uses it to rinse off their hands.

     EXT. WATER BOARD - DAY

     The sound of a BABY CRYING.  The Hyundai's parked in front.

                               MATTHEW (O.S.)
            I'm hungry.

     INT. WATER BOARD - DAY

     Erin is at the Xerox machine, copying a file while she tries
     to calm Beth.  There's a stack of files on the nearby table.
     Matthew and Katie are flopping around on the floor.

                               ERIN
            We'll go eat in a minute.  Settle down.

     Whining, fussing.  Ross goes over to her.

                               ROSS
            You know what, Erin?  I got nothing but time
            here.  Why don't you let me do that for you,
            and you can get your kids some dinner.

                               ERIN
            Ross -- you are an absolute angel.

     She hands Ross the STACK OF DOCUMENTS.

     INT. MASRY & VITITOE, BRENDA'S DESK - DAY

     Ed comes in in the morning, and without pausing, hands Brenda
     a copy of the STACK OF DOCUMENTS, with a Post-it on the top.

                               ED
            Fax these to this number, okay?

                               BRENDA
            All of 'em?

                               ED
            All of them.

     He continues into his office and closes the door.

     CLOSE ON THE FAX MACHINE LED

     Brenda types in the number.  The recipient's I.D. comes up on
     the LED: PG&E CLAIMS DEPT.

     INT. IRVING HOUSE, LIVING ROOM - DAY

     Another copy of those DOCUMENTS, now in Donna's hands.  She's
     on her couch with Erin, reading them.  Outside, Donna's two
     daughters are playing in the pool.  She reads the last page
     and looks up at Erin, bewildered.

                               DONNA
            An on-site monitoring well?  That means --

                               ERIN
            It was right up on the PG&E property over
            there.

                               DONNA
            And you say this stuff, this hexavalent
            chromium -- it's poisonous?

                               ERIN
            Yeah.

                               DONNA
            Well -- then it's gotta be a different than
            what's in our water, cause ours is okay.
            The guys from PG&E told me.  They sat right
            in the kitchen and said it was fine.

                               ERIN
            I know.  But the toxicologist I been talking
            to?  He gave me a list of problems that can
            come from hexavalent chromium exposure. And
            everything you all have is on that list.

     Donna resists this idea hard.

                               DONNA
            No.  Hunh-uh, see, that's not what the
            doctor said.  He said one's got absolutely
            nothing to do with the other.

                               ERIN
            Right, but -- didn't you say he was paid by
            PG&E?

     Donna sits quietly, trying to make sense of this.  The only
     sound is the LAUGHING and SPLASHING from the pool out back.
     Then, gradually, Donna realizes what it is she's hearing --
     her kids playing in toxic water.  She jumps up ...

                               DONNA
            ASHLEY!  SHANNA!

     ... and runs out to the pool.  Erin follows her.

     EXT. DONNA'S HOUSE - DAY

     From the door, Erin watches Donna run to the edge of the pool
     in a frantic response to this news.

                               DONNA
            OUT OF THE POOL!  BOTH OF YOU, OUT OF THE
            POOL, RIGHT NOW!

                               SHANNA
            How come?

                               DONNA
            CAUSE I SAID SO, THAT'S WHY, NOW GET OUT!
            OUT!  NOW!!!

     Erin watches compassionately as Donna flails to get her kids
     out of the contaminated water.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     It's morning.  Ed is checking the lie of his tie in his
     reflection in the window.  Erin is on his couch, high-heeled
     legs stretched out in front of her.

     INT. MASRY & VITITOE, BRENDA'S DESK - CONTINUOUS

     Jane is delivering paychecks.  When Brenda gets to her desk,
     Jane tips her head toward Ed's office, as if to say, check it
     out.  Brenda peers in and sees Erin.

                               BRENDA
            What's she doing here?
         
                               JANE
            He hired her back.  With a raise.

                               BRENDA
            What??  Why?

                               JANE
            Well, let's see.  It's not cause she's
            smart, and it's not cause she's
            professional.  That leaves ...

     Brenda's stunned.  Takes a beat.  Makes assumptions.

                               BRENDA
            And dumb old me thought working hard and
            being loyal was the way to get ahead.

     INT. ED'S OFFICE - CONTINUOUS

     Ed is still checking his reflection.

                               ED
            I'm telling you, the minute Brenda sent the
            fax -- I'm talking the second she pressed
            that send button -- PG&E claims department
            is on the phone to me, scheduling a meeting.

                               ERIN
            So you think we got 'em scared?

                               ED
            It sure as hell sounded like they were
            sitting up and taking notice.

     Brenda pops her head in, ignores Erin.

                               BRENDA
            David Baum from PG&E is at reception.
         
     Erin feels the chill Brenda's sending her way.

                               ERIN
            Nice to see you again, too, Brenda.

     Brenda leaves without acknowledging Erin.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Ed and Erin come out and see DAVID BAUM waiting at reception.
     Forget law school, this kid looks like he's just out of
     twelfth grade.  Not a hair on his chin.  His suit and shoes
     look brand new.

                               ERIN
            Not to question your judgment or anything,
            Mr. Masry, but -- that doesn't exactly look
            like sitting up and taking notice to me.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     Ed and Erin are seated across the table from Baum. To say
     this kid lacks authority is a gross understatement.  He
     doesn't talk; he squeaks.

                               BAUM
            ... in the interest of putting this whole
            thing to rest, PG&E is willing to offer the
            Irvings 250,000 dollars for their home.

     Ed laughs a little in disbelief.

                               ED
            250,000?

                               BAUM
            In terms of land value out in Hinkley, Mr.
            Masry, we feel it's a more than fair price.

                               ED
            What about in terms of medical expenses?
            250,000 doesn't come close to what this
            family's gonna have to spend on doctors.

                               BAUM
            I understand they've had a bad run of luck,
            health-wise, and they have my sympathies.
            But that's not PG&E's fault.

                               ED
            You're kidding, right?
                        (Baum doesn't answer)
            Look at these readings for Christ's sake.
            PG&E's own technicians documented toxic
            levels of hexavalent chromium in those test
            wells, on numerous occasions.

     Ed shoves them across the table.  Baum doesn't look at them.

                               ED
            Everything the Irvings have had is a proven
            reaction to exposure to hexavalent chromium.
            They've had ...

     He stalls a moment.  Erin jumps in.

                               ERIN
            -- breast cysts, uterine cancer, Hodgkin's
            disease, immune deficiencies, asthma,
            chronic nosebleeds.

     Despite their persuasiveness, Baum parrots what is obviously
     the party line:

                               BAUM
            A million things could have caused those
            problems.  Poor diet, bad genes,
            irresponsible lifestyle.  Our offer is final
            and more than fair.

                               ED
            Wait a minute -- I thought we were
            negotiating here.

                               BAUM
            250,000 is all I'm authorized to offer.

     Ed looks across at this pissant little kid.

                               ED
                        (to himself)
            Jesus Christ.
                        (he stands, to leave)
            I will present your offer to my clients.  I
            doubt they'll accept it.

     As Ed starts out:

                               BAUM
            Mr. Masry, before you go off on some
            crusade, you might want to remember who it
            is you're dealing with here.  PG&E is a 28-
            billion dollar corporation.

                               ED
                        (containing his anger)
            Thanks.  I'll keep it in mind.

     And Ed leaves the conference room.  Erin follows him out.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Erin follows Ed as he stomps back to his office.

                               ERIN
            At least they made an offer.

                               ED
            That wasn't an offer.  A million would've
            been an offer.  When they send the God damn
            mail clerk down to jerk me off, waste my
            time, it's a fuck you.

                               ERIN
            I don't get why they'd do that.

                               ED
            Because they can.  You heard that kid --
            they have 28 billion dollars at their
            disposal.  They can afford to waste all the
            time in the world.

                               ERIN
            And you can't?

                               ED
            What, you think I'm made of money?

     Behind them, Baum steps out of the conference room.

                               BAUM
            Hey, you know where I can get a cab?  My
            plane leaves Burbank in forty-five minutes.

     Ed turns and looks at him.  He gets a tiny smile.

                               ED
            Tell you what, why don't you go on over to
            reception, tell them I said Mario should
            take you to the airport.

                               BAUM
            Hey, excellent.  Thanks.

     Baum heads out to the reception area.

                               ERIN
            Mr. Masry, Mario gets lost going to the
            bathroom.  They'll be driving around the
            valley for hours.

                               ED
                        (gleeful)
            Yeah.  Isn't that a shame?

     She watches him go into his office, impressed.  Big smile.

                               ERIN
            Well I'll be God damned.

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - NIGHT

     End of the day.  Most everyone has left.  Erin is at her new
     work space near Ed's office.  She's poring over a fat file of
     documents.  ROSALIND wanders by with her coat on.

                               ROSALIND
            You've been reading for hours.

                               ERIN
            I'm a slow reader, on account of the fact
            that I look at the word "dog" and see "god".

                               ROSALIND
            Hey, just so long as you see Him.

     Rosalind turns on Erin's desk lamp and heads out.

     Outside the big glass office doors, Rosalind stops to talk to
     a lost-looking COUPLE IN THEIR MID-30's.  These are MANDY and
     TOM BROWN.  He's a security guard uniform, with an envelope
     under his arm.  Rosalind points to Erin.  The Browns enter
     the office and approach her.

                               MANDY
            Excuse me, are you Erin Brockovich?

                               ERIN
            Yeah.  Who are you?

                               TOM
            I'm Tom Brown.  This is my wife Mandy.  We
            used to live across the street from the
            Irvings.  PG&E bought our house last year.

     INT. ERIN'S DESK - LATER
         
     CLOSE ON photos of chickens, each with a twisted, limp neck.

                               TOM
            It's called wry neck.  It's when they're
            born without any muscles in the neck.

     WIDEN to see Erin looking at them with Tom and Mandy.

                               ERIN
            Wow.  How many were born like this?

                               TOM
            Twelve, maybe thirteen.

                               MANDY
            When Donna told us about you, and what you
            told her about the chromium, we figured that
            might have something to do with this, too.

                               ERIN
            It sure could, yeah.  Thanks a lot.

     She tucks them into a file, as if that's it.

                               MANDY
            There's something else, too.

                               ERIN
            What?

                               TOM
            Well.  Mandy here's had nine miscarriages.

                               ERIN
            Are you kidding?  My God --

                               MANDY
            I know.  It's an awful lot.

                               ERIN
            I'm surprised Donna didn't say anything.

                               TOM
            She doesn't know.  No one does.  It's not
            something you want to talk about, you know?

                               MANDY
            I figured it musta been something I did,
            like when I smoked marijuana, maybe.  Or
            took birth control pills.  But then Donna
            told me you thought this chromium might be
            to blame for her problems, so I figured ...

     INT. ERIN'S HOUSE, MATT AND KATIE'S ROOM - NIGHT

     Matt and Katie are in bed, with the light off.  Erin comes
     in, quietly, in clothes from work.

                               ERIN
            Hey.  You guys still awake?

     CLOSE ON MATT AND KATIE.  They're awake and pissed.

                               ERIN
            Come on, now.  No faking.  George told me he
            just shut out the light a few seconds ago.

     They still don't answer.  She comes in and sits on a bed.

                               ERIN
            Look, I know you're mad.  But the way this
            job is, things come up at the last minute,
            real important things, and I gotta deal with
            them.  Now I don't like me missing dinner
            any more than you do, but we're all gonna
            have to get used to it, cause the fact is,
            it's gonna happen sometimes.

                               KATIE
            It happens all the time.

                               ERIN
            That's not true; we had dinner together just
            last night.

                               MATT
            You were reading the whole time.

     He's got a point there.  Erin feels like shit.

                               ERIN
            I'm sorry, pumpkins.  I'll try a whole lot
            harder to be around, okay?  I promise.

     INT. ERIN'S HOUSE, BEDROOM - NIGHT

     The room is dark.  Erin enters and flops down onto the bed,
     exhausted.  George is lying on the bed next to her.

                               GEORGE
            If it's any consolation, I love you.

     EXT. ROUTE 10, INLAND EMPIRE - DAY

     Dry, flat California.  Ed's big old Mercedes is toodling down
     the freeway, at an overly safe, almost-geriatric speed.

     INT. ED'S MERCEDES - DAY

     Frank Sinatra is playing on the stereo.  Ed is swaying in
     time.  This is his kind of music.  He smiles, looks at Erin.

                               ED
            It's Sinatra's world, we just live in it.

     Whatever.  Erin glances at the speedometer.  Oy.  So slow.
     His car phone rings.  He picks it up.

                               ED
            Hello? ...
                        (his voice softens)
            Hi, babys.  Baby's fine.  Yes, I did.  I
            did, too, you just didn't feel it.

     He starts swerving across the lane markers.  THWACK THWACK
     THWACK.  Ed doesn't notice.  Erin's getting nervous.

                               ED
            You think I could leave without kissing my
            babys?  Okay, here you go.

     He kisses into the phone.  Swerves.  A car barely misses
     them.  Erin's eyes widen.  Not fun at all.

                               ED
            Bye-bye ... bye-bye ... no, you.  Okay,
            together.  Bye-bye.

     He finally hangs up, smiling to himself.  Erin clears her
     throat.

                               ERIN
            Um -- you mind pulling over?  Just -- for a
            second?

     EXT. FREEWAY - DAY

     The Mercedes pulls to a stop on the shoulder.  Erin gets out,
     walks around to the driver's side.  Opens the door.

                               ERIN
            First of all, don't talk baby talk to your
            wife in front of me.  It really undermines
            your authority.  And second, I know you're
            my boss and all, but you are the worst
            fucking driver I've ever seen.  Move over or
            I quit.

     He moves over.  She gets in, turns off the Sinatra.  They
     pull back out onto the freeway in silence.

     EXT. MANDY BROWN'S HOUSE - NIGHT

     The Mercedes and a truck are parked out front.

                               PETE (O.S.)
            There's something about this whole thing I
            don't quite understand, Mr. Masry.

     INT. DONNA IRVING'S HOUSE, LIVING ROOM - NIGHT

     Donna and Pete Irving, and Mandy and Roy Brown are all
     seated, sipping iced tea.  While they talk, Erin hands them
     all information packets on chromium.  Ed is standing in front
     of them, a little stiff.

                               PETE
            If PG&E messed with our water, why would
            they bother saying anything about it to us?
            Why not just keep quiet about it?

                               ED
            To establish a statute of limitations.  See,
            in a case like this, you only have a year
            from the time you first learn about the
            problem to file suit.  So PG&E figures,
            we'll let the cat out of the bag -- tell the
            people the water's not perfect; if we can
            ride out the year with no one suing, we'll
            be in the clear forever.

                               DONNA
            But it was more than a year ago that they
            told us --

                               ED
            It's okay.  We're not suing.  All we're
            doing is using this information to get you
            a real nice purchase price on your house,
            and get you two --
                        (to the Browns)
            -- a comparable retroactive bonus added to
            your sale price.  This way, and PG&E can
            still look good to their shareholders, cause
            they're not involved in an ugly lawsuit; all
            they're doing is buying a little property.

     Roy looks up from his retainer agreement.

                               ROY
            It doesn't say here how much this whole
            thing's gonna cost us.

                               ED
            My fee's forty percent of whatever you get
            awarded.

     Erin watches them look around at each other, stunned by the
     figure.

                               ERIN
            Boy, do I know how you feel.  First time I
            heard that number, I said you got to be
            kidding me.  Forty God damn percent?

                               ED
            Erin --

                               ERIN
            I'm the one who's injured, and this joker
            who sits at a desk all day is gonna walk
            away with almost half my reward?

                               ED
            Erin --

     Erin's enjoying Ed's discomfort almost too much to stop.  But
     just almost.  She shifts gears.

                               ERIN
            Then I asked him how much he makes if I
            didn't get anything.

     They look at Ed.  Well?

                               ED
            Then I don't get anything either.

                               ERIN
            And I realized, he's taking a chance too.

     When they hear this, and realize he's in it with them, they
     all reach for their pens and sign.   They hand the agreements
     over to Erin, who takes them across the room to Ed.  He
     stuffs them in his briefcase and closes it up.  That's that.

                               ED
            All right, then.  Let's hit the road.

     Boy.  Cold as ice.  Erin stares at him, stunned by his
     brusque manner, then leans in to him, close.

                               ERIN
                        (whispering)
            Mr. Masry, if you don't mind my saying, you
            got a lot to learn about being friendly.
            These people just hired you as their lawyer.
            The least you could do is make a little
            pleasant conversation.

     She gives him a stern look, then turns toward the women.
         
                               ERIN
            Donna, let me help you clean all this up.

     She picks up a tray of iced tea and cookies and heads to the
     kitchen.  Donna and Mandy follow, leaving Ed alone with Pete
     and Roy.  He stands there, awkwardly.  Then, finally:

                               ED
            So, what's, uh ... what's new?

     INT. DONNA'S KITCHEN - DAY

     Erin and Donna are putting away the cleaned glasses.  Mandy
     is scanning the chromium pamphlet Erin gave her.

                               MANDY
            You know that thing it says in here about
            rashes?

                               ERIN
            Uh-huh?

                               MANDY
            Well, this old neighbor of mine, Bob Linwood
            -- he ran the dairy on Community -- seemed
            like someone in his family always had a rash
            somewhere or other.  I just figured it was
            something in the genes.  And you know how it
            is -- you don't like to ask about things
            like that ...

     Erin listens, interested.

     EXT. LINWOOD DAIRY, BARN - DAY

     Another day.  BOB LINWOOD, 40's and gruff, is in the barn,
     tossing hay around.

                               ERIN (O.S.)
            Excuse me.  Are you Mr. Linwood?

     He sees Erin picking her way toward him in her high-heels.

                               LINWOOD
            Yeah?

                               ERIN
            I'm Erin Brockovich.  I work at the law firm
            that represents your former neighbors the
            Browns.  They suggested I give you a call.

     She steps in a cow patty.  Laughs at herself good-naturedly.

                               ERIN
            Boy howdy, did I ever wear the wrong shoes.

     EXT. THE DESOTOS' HOUSE - DAY

     CLOSE ON A SIGN that reads: THE DESOTOS, hanging on the side
     of a small, paint-chipped house.  Erin is at the door talking
     to MARY DESOTO, 65, who's wearing a big cross at her breast.

                               ERIN
            ... and Mr. Linwood seemed to think that
            your husband had been sick as well.

                               MARY
            Yes, Mr. DeSoto has lung cancer.  Never
            smoked a day in his life, neither.

     INT. LAURA AND MIKE AMBROSINO'S HOUSE - NIGHT

     Erin is talking to MIKE and LAURA AMBROSINO -- 30's.  Solid,
     family folks.  But Laura's left brow and cheekbone look
     swollen and misshapen, and she's trying to hide the fact that
     she's in a lot of pain.

                               ERIN
            Mrs. DeSoto said she wasn't sure exactly
            what it was that you had --

                               PETE
            She's not alone on that one.

                               LAURA
            Well, they know what it is -- it's called
            fibrous dysplasia --

                               PETE
            The bones start growing again.  Gives her
            headaches like you wouldn't believe.

                               LAURA
            -- they just don't know what caused it.

     INT. RITA AND TED DANIELS' HOUSE - DAY

     Erin is talking to TED AND RITA DANIELS.  Their daughter
     ANNABELLE, 10, is sitting on the couch, wrapped in a blanket.

                               ERIN
            ... then Mike Ambrosino remembered seeing
            you folks at the hospital from time to time
            too, so I thought I'd just stop by.
                        (to Annabelle)
            You must be Annabelle.

                               ANNABELLE
            Uh-huh.

                               ERIN
            Whew, are you ever a beauty.  I mean, you
            must drive those boys crazy.

     Annabelle smiles a little.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Late night.  George rolls over -- Erin's side of the bed is
     empty.  He checks the clock, then gets up and heads into:

     INT. ERIN'S APARTMENT, HALLWAY - NIGHT

     He peers around and spots her, sitting in the little kid's
     chair in Matthew and Katie's room.

     Erin is holding Beth, watching Matt and Katie sleep.  Erin
     hears the floor creak as George steps into the doorway.

                               ERIN
            Tell me something, George.  What kind of God
            lets a beautiful little 10-year-old girl get
            brain cancer?  Isn't He supposed to be in
            charge of stuff like that?  Make sure it
            doesn't happen?
                        (beat)
            I swear, any other job, He'd be fired.

     EXT. VALLEY SIDEWALK - DAY

     Ed and Erin are walking down the street, take-out coffee cups
     in their hands.  Ed is sipping his, but Erin is in too much
     of a lather to drink hers.

                               ED
            Hunh-uh.  Absolutely not.

                               ERIN
            That's crazy -- why not?

                               ED
            Because I said no.  Look -- the only reason
            PG&E's even talking to us is cause this is a
            quiet little real estate dispute.  We add
            plaintiffs, and suddenly we're in the middle
            of a toxic tort -- with a statute problem --
            against a massive utility.  No, thank you.

     They go into their office building.

     INT. ELEVATOR - DAY

     Erin and Ed are riding up.

                               ERIN
            Okay, so here's what I'll do.  I'll go on up
            to Ted and Rita Daniels -- two of the nicest
            people you'd ever hope to meet, who spend
            every single day watching their little girl
            fight like a dog against this cancer -- I'll
            tell them we can't help them cause you don't
            feel like working that hard.

                               ED
            It's not about working hard --

                               ERIN
            Bullshit.

                               ED
            -- It's about being realistic.  Something
            like this, Erin -- it could take forever.
            They're a huge corporation.  They'd
            completely bury us in paperwork.  I'm just
            one guy with a shitty little P.I. firm.

                               ERIN
            -- who happens to know they poisoned people
            and lied about it.

     The doors open.  Ed gets off.  Erin follows.

     INT. MASRY LAW OFFICE BUILDING, HALLWAY - DAY

     Erin's dogging Ed down the hall, to the office.

                               ERIN
            And this shit is bad news, Mr. Masry.  Not
            only does it attack every organ of the body,
            it fucks with your DNA, too.  That means
            these people's genes, and the genes of their
            kids, and the genes of their grandkids --

                               ED
            I know how DNA works, Erin --

     He gets to the Masry & Vititoe doors.  Opens them.

     INT. MASRY & VITITOE - DAY

     Erin tails Ed back to his office.

                               ERIN
            We can get these people.  With a little
            effort, I really think we can nail their
            asses to the wall.

                               ED
            Oh, you do?  With all your legal expertise,
            you believe that?

                               ERIN
            Okay, fine.  I don't know shit about shit.
            But I know the difference --

     He shuts his office door on her.

                               ERIN
            -- BETWEEN RIGHT AND WRONG!

     INT. ED'S OFFICE - DAY

     Ed goes over to his desk, sits down.  He sees a stack of
     messages there, starts flipping through them.  Then he stops.

                               ED
            Damn it.

     He shoves the messages aside and puts his head in his hands.
     He sits like that for a moment, GROANS to himself.  Then he
     pushes himself up and heads over to his door.

     When he opens it, he finds Erin still standing there, exactly
     where he left her, arms crossed.  She hasn't budged.

                               ED
            How many families we talking about here?

                               ERIN
            Four more.  Eleven people.  So far.

                               ED
            You think there's more?

                               ERIN
            Well -- I found one document at the water
            board that had a toxic test well reading
            from 1967.  A hell of a lot of people have
            lived on that land since then.

     Ed pauses, groans again, realizing what decision he's making.

                               ED
            This is a whole different ball game, Erin.
            A much bigger deal.

                               ERIN
            Kinda like David and what's-his-name?

                               ED
            Kinda like David and what's-his-name's whole
            fucking family.
                        (heavy sigh)
            Okay, here's the deal -- if, and only if,
            you find me the evidence to back all this up
            -- I'll do it.  I'll take it on.

     She smiles victoriously.

                               ERIN
            You're doing the right thing, Mr. Masry.

                               ED
            Yeah, yeah.  Remind me of that when I'm
            filing for bankruptcy.

     He heads back to his desk.  Erin follows him into his office.

                               ERIN
            Course, gathering evidence -- now, that's a
            big job.  A hell of a lot bigger than just
            filing.  I'm gonna be working a lot harder
            now, taking on a lot more responsibility ...

     He gives her a look.  Knows what's coming.

                               ED
            What now?

                               ERIN
            Another raise wouldn't hurt.  And with all
            the time I'm gonna be spending on the road,
            I'll probably be needing my own cel phone,
            won't I?

     INT. TOYS 'R' US - DAY

     CLOSE ON A BEEPING CEL PHONE

     as Erin tries to program numbers into its speed dial.  WIDEN
     to see she is reading from the phone's manual as she enters
     Toys 'R' Us with George, Matthew, Katie and Beth.

                               ERIN
            You each can pick out four things.  But
            nothing huge.  Look at the price.  Nothing
            crazy.

     Matthew and Katie fan out into the store.  Erin keeps messing
     with the phone.

                               GEORGE
            You can buy 'em all the toys you want, but
            come Monday, when you split again, they're
            still gonna be pissed.

     Erin looks over at him, weary.

                               ERIN
            George, I am just trying to do something
            nice for my kids on my one day off.  Could
            you please not give me a hard time about it?

                               GEORGE
            One toy per kid is doing something nice.
            Four is ... something else.

                               ERIN
            Well, hell, I guess that's it, then, huh?
            They're scarred for life.  They're gonna
            start holding up 7-11's any day now.

                               GEORGE
            I'm just saying --

                               ERIN
                        (with intensity)
            I know what you're saying, and I don't wanna
            hear it.  I am doing the best I can.

     And she walks away from him.

     EXT. HINKLEY, ROADSIDE DITCH - DAY

     Erin, in high heels and miniskirt, is straddling a ditch,
     scooping clumps of gunky moss from the ditch into plastic
     containers.  Over this:

                               ERIN (O.S.)
            Dr. Frankel, it's Erin Brockovich.  Tell me
            something: if I wanna find as much evidence
            of hexavalent chromium contamination as I
            possibly can, what should I do?

     As Erin labels the containers, her heels slide down the side
     of the ditch, and she lands smack in it, knee-deep in gunk.

     EXT. HINKLEY, COMMUNITY BOULEVARD - NIGHT

     Erin, now completely dirty, is climbing over a fence marked
     "No Trespassing".  Her arms are full of more containers.

                               FRANKEL (O.S.)
            Well, what you have to remember is, if you
            have hex chrom in the water, you have it in
            anything that lived off the water.

     She adds them to a growing collection of containers in the
     trunk of her car.

     EXT. HINKLEY, THE POOL BEHIND AN ABANDONED HOUSE - DAY

     Another day.  This time it's RAINING.  Erin minces her way
     down to the deep end of the pool in her spike heels.

                               FRANKEL (O.S.)
            What I'd do is start a collection.  Anything
            that existed in water, on water, under water
            ...

     She gets to the deep end and scoops up a Ziploc full of
     rancid pool water and seals it.

                               FRANKEL (O.S.)
            anything that had water flow over or under
            it ...

     Erin spots a few dead frogs in the water.  She picks one up
     by the leg, and seals it in a plastic bag as well.

     EXT. WELL - DAY

     With a sample cup held in her teeth, Erin hauls herself up
     over the well's concrete wall, then, with her back against
     one side of the well and her feet against the other, starts
     shimmying down the well.

                               FRANKEL (O.S.)
            anything that had water pass through it ...

     INSIDE THE WELL

     she winces at the algae and gook that's clinging to her as
     she descends to the water level.  When she's low enough, she
     takes the sample cup from her teeth and scoops up the water.

     INT. MASRY & VITITOE, ERIN'S DESK - DAY

     Erin's at her desk, bending over her notebook in a miniskirt,
     adding reports to the TOXICOLOGY binder.

                               FRANKEL (O.S.)
            ... collect 'em, label 'em, then bring 'em
            to me.  I'll analyze 'em, see what we got.

     ON THE REPORTS: We catch a few words: "water sample A ...",
     "soil sample D ...", "frog sample A ...", "... traces of
     hexavalent ..."

     Brenda looks at Erin and sees her hem rising in the back.

                               BRENDA
            For God's sake, Erin, I can see your
            panties.

     Erin turns to Brenda, relishing the chance to irritate her.

                               ERIN
            Liar.  I'm not wearing any.

     Ed, in his office, laughs.  He's starting to like this gal.

     INT. ERIN'S HOUSE - NIGHT

     It's a hot night.  George is playing on the floor with the
     kids.  Erin is behind them on the couch, laboriously reading
     a book labeled, simply, CHROMIUM.  The phone RINGS.  Erin
     picks it up.

                               ERIN
            Hello?

                               MALE VOICE (O.S.)
            Is this the Erin Pattee Brockovich that's
            been snooping around the water board?

     His voice is flat, creepy.  Not friendly.

                               ERIN
            Yes.  Who's this?

     CLICK.  Erin stares at the phone, freaked.

     INT. ERIN'S HOUSE, FRONT DOOR - NIGHT

     George watches Erin double-checking the locks on the door.

                               ERIN
            I'm not gonna quit cause of one creepy phone
            call, George.

                               GEORGE
            Come on, Erin.  A job's supposed to pay your
            bills, not put you in danger.

                               ERIN
            I'm not in danger.  I have a dead bolt.
            Remember?

     She goes to the living room, double-checks the window locks
     in there.  George follows.

                               GEORGE
            Look, don't take this the wrong way, but
            don't you think you might be out of your
            league here?

                               ERIN
            No, see -- that's exactly what those
            arrogant PG&E fucks want me to think -- that
            because they got all this money and power,
            we don't stand a chance in hell against
            them.  But you know what?  They're wrong.

     She heads into the bedrooms.

                               GEORGE
            It doesn't have to be this complicated,
            Erin.  There's a lot of jobs out there.

                               ERIN
                        (off-hand)
            How would you know?

     George reacts, a little stung.  He follows her into:

     INT. MATT AND KATIE'S BEDROOM - NIGHT

     Matt and Katie are asleep.  Erin is checking their windows.
     George comes in.  They whisper.

                               GEORGE
            You mind telling me what that's supposed to
            mean?

                               ERIN
            Nothing.

                               GEORGE
            If you got a problem with me taking care of
            your kids instead of getting some job, just
            say so.

                               ERIN
            I didn't say that.

                               GEORGE
            Cause I can get a job.  I will.  And you can
            start leaving the kids with the chicken fat
            lady again.  Would that make you happy?

                               ERIN
            Keep your voice down.

                               GEORGE
            I know what they can sleep through, Erin.  I
            probably know it better than you.

     She gives him a glare, then leaves the room.

     INT. WATER BOARD - DAY

     Erin is reaching up to a high shelf for a dusty old box of
     files.  Out of the corner of her eye, she sees Ross passing.

                               ERIN
            Hey, Ross.  Tell me something.  Does PG&E
            pay you to cover their ass, or do you just
            do it out of the kindness of your heart?

                               ROSS
                        (a bad liar)
            I don't know what you're talking about.

                               ERIN
            The fuck you don't.  No one calls me Pattee.
            That heavy-breathing sicko that called the
            other night could've only found out about me
            from you.
                        (beat)
            People are dying, Ross.  You got document
            after document here, right under your nose,
            that says why, and you haven't said word one
            about it.  I wanna know how the hell you
            sleep at night.

     Ross is speechless.  He just stands there.  Erin drags the
     box to the floor and goes to work.

     EXT. WATER BOARD - NIGHT

     Erin's car is parked in front.  A DIRTY OLD PICK-UP comes
     rumbling up the road.  When its lights hit Erin's car, it
     slows, then pulls over.  The driver flicks on his BRIGHTS to
     get a better look at the car.  The truck sits there for a
     bit, a dark presence.  Then, as the headlights of another car
     appear down the road, the truck goes back in gear, pulls out
     and drives off.

     INT. ERIN'S HYUNDAI - NIGHT

     A pile of documents is strapped into the passenger seat.  An
     empty coffee cup rolls around the floor.  Erin's driving,
     exhausted.  She yawns as she dials her phone.

                               GEORGE (O.S.)
            Hello?

     INTERCUT between Erin in her car, and George in bed.

                               ERIN
            I'm so tired I'm about to drive off the
            road.  Keep me awake, willya?

                               GEORGE
            What do you want, a joke?

                               ERIN
            No, no jokes, I gotta pee.  Just tell me
            about your day.  What went on back there?

                               GEORGE
            Well, come to think of it, we did have a big
            event around here.  Beth started talking.

                               ERIN
            What?
                        (beat)
            Beth?  My Beth?

                               GEORGE
            Yeah.  We were sitting around at lunch and
            she pointed at a ball and said, "ball."

     Erin says nothing, just stares out at the empty highway,
     feeling all hollowed-out.

                               GEORGE
            I'd never seen that before -- someone's
            first word.  Pretty intense.

     Erin just nods.  Keeps staring straight ahead as a tear rolls
     down her cheek.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S AREA - DAY

     CLOSE ON SOME FILES as Erin hands them to Ed.  As he takes
     them from her, he notices a crematory urn on Erin's desk.

                               ED
            Is that what I think it is?

                               ERIN
            She lived on the plume.  You never know.
         
     Ed laughs and hands the documents to Brenda without looking
     at her.  She grumpily takes them over to the fax machine.

     CLOSE ON THE FAX LED as Brenda types in the number. The
     recipient's name comes up again: PG&E CLAIMS DEPT.

     EXT. HINKLEY BARBECUE - DAY

     Open pits, pony rides, watermelon.  George is watching Katie
     and Matt being led around on ponies, an activity that stopped
     being fun hours ago.  Now they're just hot and tired.

     BY THE BARBECUE, Ed is talking to an OLDER COUPLE as they
     sign retainer agreements.

     ELSEWHERE, Erin, holding Beth, is looking at pictures of a
     swimming pool with FIVE OTHER WOMEN.  The water is green.

                               ERIN
            This was the community pool?

                               WOMAN 1
            Yeah, that PG&E built.  The whole time we
            thought it was algae that made it so green.

     LATER ...

     Erin's trunk is open.  She and Ed are clipping new clusters
     of retainer agreements into the "PLAINTIFFS" binder.

     LATER STILL ...

     Erin and Ed are passing out informational pamphlets.  She
     sticks one in a hand before noticing that it's George's.

                               GEORGE
            I'm bored, and so are the kids.

                               ERIN
            Just a few more minutes, then we can go.
                        (as he heads off)
            Take her, will you?

     George drops the pamphlet and takes Beth from Erin.  He heads
     over to Matt and Katie, sitting glumly on a log.

     As he steps away, a hand reaches down and grabs the flier he
     dropped.  It belongs to a MAN IN A BLACK JACKET.  He's in his
     50's, strong and sinewy.  Military-style dark glasses obscure
     his eyes.  He scans the pamphlet, then watches Erin working
     the crowd.  Watches her carefully.  He slides the pamphlet
     into his inside pocket, and heads back his car -- the DIRTY
     OLD PICK-UP TRUCK that idled in front of the Water Board.

     LATER STILL ...

     Erin is heading over to George and the kids, ready to leave,
     when Donna comes up to her, with A MIDDLE-AGED MAN in tow.

                               DONNA
            Erin, this here's Frank Melendez.  He works
            over at the compressor station --

     Erin stops in her tracks, very interested.

     LATER STILL ...

     Erin and Frank are on a bench, talking.  Out of the corner of
     her eye, she sees her car drive off.  George's hand sticks
     out the driver's side and flips her the bird.  She watches
     him disappear, then, hiding her rage, turns back to Frank.

                               ERIN
             I'm sorry.  What were you saying?

     LATER ...

     The barbecue is winding down.  Ed is heading for his
     Mercedes.  Erin storms up beside him, mad as all get-out.

                               ERIN
            I need a ride.

     INT. ED'S CAR - DAY

     Ed is driving.  He glances over at Erin, fuming in the
     passenger seat.  After a beat:

                               ED
            You wanna talk about --
         
                               ERIN
            No.

     Another beat.  Then Erin's cel phone rings.  She digs into
     her bag, pulling it out as fast as she can.  Answers.

                               ERIN
            What, asshole?

     There's a pause.  Then Mike Ambrosino's voice comes over the
     line, very strained:

                               MIKE AMBROSINO (O.S.)
            Um, Erin?  This is Mike.  Ambrosino.

     EXT. AMBROSINOS' HOUSE, FOYER - DAY

     The curtains are drawn; everything is dark.  Ed and Erin are
     at the door, talking to Mike, who looks drawn and tired.
         
                               MIKE
            She was about to take a handful of these --

     He shows them a bottle of prescription pills.

                               MIKE
            It's a morphine thing -- for pain --

     Erin nods, then leaves Ed with Mike and heads toward:

     INT. AMBROSINOS' HOUSE, BEDROOM - DAY

     Erin opens the door.  Very dark, very quiet.  Laura is lying
     in bed.  Erin goes over to her.  They speak in whispers.

                               LAURA
            I'm embarrassed.

                               ERIN
            That's okay.  I understand.

                               LAURA
            It's just -- the pain.  It's only getting
            worse.  I can't be a good wife.  I can't be
            a good mother.

                               ERIN
            I'm real sorry, Laura.

     Erin sits down on the chair next to the bed.  Takes a beat.

                               LAURA
            Know what I always thought I wanted outta
            life, Erin?  A Jaguar.

                               ERIN
            Jaguar's a darn pretty car.

                               LAURA
            I thought if I could spend that kinda money
            on a car, it'd mean everything else was
            fine.
                        (beat)
            I don't even know how much they cost.

                               ERIN
            A lot.  But you hang in there, maybe you'll
            get one.

     Laura shakes her head.

                               LAURA
            Wouldn't mean the same thing.

     Erin watches her sadly.

     INT. PG&E COMPRESSOR STATION - DAY

     A LOUD, industrial plant.  Erin and Frank Melendez walk
     through, him in coveralls, her in a teensy sun dress.  Both
     in hard-hats.  He's giving her a tour.

     EXT. NORTHRIDGE STREET - DAY

     George, in his leather and denim, is walking down the
     sidewalk.  As we WIDEN, we see he's pushing a PINK STROLLER.
     He stops at a crosswalk, waiting for the light to change.

     In the stroller, Beth starts to whine.  George reaches in his
     pocket, finds her pacifier.  As he's leaning down to give it
     to her, he hears a RUMBLE coming down the street behind him.
     The roar grows.  He stands, looks.  A GROUP OF ABOUT TEN
     BIKERS has pulled up next to him.  He looks at them.  They
     look at him, then at the stroller.  George feels ridiculous.

     When the light changes, the bikers REV LOUDLY and pull out.
     George just stands there and watches them go.

     INT. MASRY & VITITOE - NIGHT

     His office is all about Hinkley.  A map of the plume area and
     a diagram of the plant cover one wall; photos of the plant
     cover the credenza; piles of documents litter every surface;

     Erin is up at the map, eating Chinese food.

                               ERIN
            They used the hex chrom here, in these
            cooling tanks, as an anti-corrosive.  Then
            they dumped it here, in these six ponds.

                               ED
            I don't remember seeing any ponds up there.

     She bites into a forkful of food, keeps talking.

                               ERIN
            They covered 'em over.  And not too
            carefully either, cause you dig one inch
            under the surface, and the dirt is green as
            a fucking shamrock.

                               ED
            And that's what caused the contamination?

                               ERIN
            It didn't help, but no.  The real problem's
            on the bottom.

     She reaches for a document, reads from it.

                               ERIN
            See, according to this, they were supposed
            to line the ponds so this shit couldn't seep
            into the ground.  But guess what --

                               ED
            They skipped that step.

                               ERIN
            I guess it was a little too inconvenient.
            So for fourteen years, this stuff flowed
            into the groundwater, free as you please.

                               ED
            Jesus.
                        (beat)
            I don't even wanna ask what you did to make
            this Melendez guy talk.

     In response to the insinuation, Erin gives him a glare.

                               ERIN
            For your information, Frank cares what was
            in those ponds 'cause he used to spend half
            his day wading around them.  That was his
            job.

                               ED
            No shit.

                               ERIN
            No --

     Suddenly, her eyes pop out of her head --

                               ERIN
            SHIT!  SHIT!  Hot!  Hot!  Hot!

     Tears spring to her eyes.  She fans furiously at her mouth.
     Ed finds the tequila from the client and hands it to her.
     She takes a swig.  There's a nanosecond of relief ... until
     the tequila hits.  Her eyes redden.  She spews and gasps.

                               ERIN
            You ... asshole ...

     Ed chuckles.

     INT. MASRY & VITITOE, ED'S OFFICE - LATER

     The tequila's been dipped into.  Ed and Erin are each lying
     on a couch, staring at documents.  Late-night working.

                               ED
            Erin -- lemme tell you something.  If I'da
            put three researchers on this, I wouldn't
            expect them to dig up all the information
            you got here.  This is some damn good work.
         
                               ERIN
            Yeah?  Then gimme another raise.

                               ED
            Hey, I got a staff to pay, plus rent, plus I
            haven't billed a minute of my time since I
            started on this case, so you can quit
            hitting me up like I'm rich or something.

     He gets up, grabs his trash can, and moves around the room
     with it, cleaning up all the Chinese food cartons.

                               ERIN
            Don't give me that.  You're gonna get plenty
            rich off of this, Mr. 40 percent.  We got
            those PG&E fuckers by the balls here.

                               ED
            We've got the PG&E fuckers in Hinkley by the
            balls.  But nobody's getting rich unless we
            can pin this on the corporate PG&E fuckers
            in San Francisco.

                               ERIN
            What do you mean?

                               ED
            PG&E corporate is claiming they had no way
            of knowing what was going on in Hinkley.

                               ERIN
            Oh, they knew.  They had to know.

                               ED
            Show me the document that proves that.

     She doesn't have one.

                               ED
            Then they didn't know.  And if they didn't
            know, we can't hit 'em for punitive damages.
            And punitive damages is where the money is.

                               ERIN
            Jesus Christ, Ed -- you know, the more I
            work on this thing, the more I realize what
            a crock of shit this legal system is.  Here
            we got a company that poisoned a whole
            aquifer -- that built a pool for a town,
            then filled it with toxic water -- and we're
            the ones who've gotta bust our ass proving
            things?  That's just not right.

     Beat.  Ed smiles.


                               ED
            I like this case.

                               ERIN
            Really?  It makes me sick.

                               ED
            Me too.  That's why I like it.  It's been a
            long time since I had a case I cared about.

                               ERIN
            You didn't care about my case?

                               ED
            I would now.

     He gives her a long look.

                               ED
            Hey.  I like working with you.

                               ERIN
            Well, good, Ed.  I like working with you
            too.

     They both smile a little awkwardly.  Take a beat.  Then:

                               ED
            When'd you start calling me Ed?

     INT. MASRY & VITITOE - NIGHT

     The Christmas party.  The office is decorated; someone is
     Santa.  Erin and George enter, all dressed up.

     INT. MASRY & VITITOE, HALLWAY - NIGHT

     Erin's giving George a guided tour.  As they head down the
     hall, every desk is decorated and has a present on it

                               GEORGE
            I'm just saying -- we have one night to
            ourselves, why do we have to spend it here?

                               ERIN
            Cause it's my office party.  If you had an
            office, I'd go to your party.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S DESKS - NIGHT

     It's dark.  The door to Erin's area opens.

                               ERIN
            And here, ta-daa, is my desk.

     She flicks on the lights.  Brenda's desk is decorated and as
     a present on it.  Erin's is empty.

                               GEORGE
            Which one?
                        (it's obvious)
            Maybe they didn't think you were coming.

     Erin shakes her head.  She's surprised by how hurt she is.

                               ERIN
                        (quietly)
            God damn.  I work so hard.  The least they
            could do ...

     George looks over at her, sees her eyes glisten a little.  He
     goes over to her, wraps his arms around her.

                               GEORGE
            Hey.  Fuck 'em, babe.  Who needs 'em, huh?

     He kisses her.  She leans into him.  He kisses her some more.

                               GEORGE
                        (quietly)
            See?  All we need is each other.

     She kisses back.  She's gonna let him take care of her.  Some
     more kisses, heating up.  He slides her onto her empty desk.

                               GEORGE
            Good thing there isn't a present there, huh?
            That mighta hurt.

     She laughs a little.  He slides his hands up her skirt.  She
     pulls him into her, tugging his shirt out of his pants.

     INT. MASRY OFFICES, HALLWAY - NIGHT

     Ed is coming down the hall with his wife, JOEY.  Joey is much
     younger than Ed, and very pretty.

                               ED
            I'll show you what we did back here --

     INT. ERIN'S DESK - NIGHT

     Erin and George, in a rapidly-heating-up clinch on her desk,
     hear the voices.  Erin pulls away.

                               ERIN
            That's Ed.

                               GEORGE
            Lock the door.

                               ERIN
            No, I wanna say hi.

     He pulls her back into him, not wanting to move.

                               GEORGE
            We'll say hi later.  Lock it.

     But Erin pulls away ...

                               ERIN
            Come on, George, it's a party.

     He watches her straighten her dress and take a step away from
     him.  It's just one step, but it feels a hell a lot farther.

     INT. RECEPTION AREA - LATER

     Erin and Ed are at the reception desk, talking and laughing.

     NEARBY, Joey and George are standing together, awkwardly.

                               JOEY
            Your wife's real pretty.

                               GEORGE
            She's not my wife.

     INT. ERIN'S HOUSE, MATT AND KATIE'S BEDROOM - NIGHT

     Matthew lies awake in his bed, listening to George and Erin
     fight.

                               GEORGE (O.S.)
            It wouldn't kill you to talk about
            something other than yourself and your own
            fucking job once in a while --

                               ERIN (O.S.)
            What do you want to talk about instead?
            Your day?  That's a fascinating subject.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Erin and George are fighting while they get ready for bed.

                               GEORGE
            Fuck you.  Just cause I don't spend all day
            trying to prove what hot shit I am --

                               ERIN
            That is not what I'm --

                               GEORGE
            Bullshit, Erin.  Bullshit.

     The fight is interrupted by the sound of BETH CRYING.

                               ERIN
            Great.  Excellent.  Thank you very much.

     She leaves the room.

     INT. BETH'S ROOM - NIGHT

     Beth is wailing in her crib.  Erin comes in in her nightshirt
     and lifts Beth out.  Then, more to herself than to Beth:

                               ERIN
            It's okay, baby.  It'll be okay.

     She runs her hand over Beth's head, then slides down the wall
     and crumples onto the floor.  As she curls around Beth, Erin
     starts to COUGH.  Deep, raspy coughs from way down low.

     EXT. PG&E STATION - NIGHT

     Late, late at night.  The plant is silent.  The property
     seems empty, until we notice Pete Irving standing alone
     inside the gates, staring up at the station.

     After a beat, he picks up a rock and hurls it at the plant.
     It misses.  Not that it would do anything if it hit.  He
     reaches for another, throws it.  Then another, and another.
     He hurls rock after rock at the gigantic plant.  Then,
     overwhelmed by his impotence, he lets out a TERRIFYING YELL.

     INT. IRVINGS' HOUSE, DONNA'S BEDROOM - DAY

     Donna's sitting quietly in bed.  Erin is sitting on the edge
     of the bed.

                               DONNA
            I'd got so used to having 'em come up
            benign, I guess I just didn't expect it.

     She looks down her shirt front.

                               DONNA
            Sure wish I had longer to get used to the
            idea.
                        (beat)
            You think if you got no uterus, and no
            breasts, you're still technically a woman?

                               ERIN
            Sure you are.  You're just a happier woman,
            cause you don't have to deal with maxi-pads
            and underwire.

     Donna smiles a little.  Then her face crumbles.

                               DONNA
            We're gonna get them, aren't we, Erin?  You
            gotta promise me we're gonna get them.

     INT. MASRY & VITITOE, DAY

     CLOSE ON THE FAX LED

     as DOCUMENTS are faxed once again to the PG&E CLAIMS DEPT.

     THEN AGAIN, on another day.

     AND AGAIN, on another day.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is once again checking the lie of his tie in a window.
     Erin is popping some aspirin, trying to kill a headache that
     has brought with it a healthy dose of intolerance.

                               ERIN
            If they've sent that little shmuck Baum
            again, I'm gonna be real pissed off.

                               ED
            From their tone of voice on the phone, I'd
            say they're taking us more seriously.

                               ERIN
            Yeah, I heard that one before.

     Brenda leans her head in.

                               BRENDA
            Mr. Sanchez, Mr. Webster, Mr. Buda, and Ms.
            Cooper, from PG&E are here.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Talk about moving up the food chain.  MS. SANCHEZ, MR.
     WEBSTER, MR. BUDA, and MR. COOPER mill slowly about the
     reception area like sharks.  They all ooze importance.

     INT. MASRY & VITITOE, OUTSIDE OF ED'S OFFICE - DAY

     Erin, Ed and Brenda are staring out at them.

                               ERIN
            Jesus.  They look like the Secret Service.

                               ED
            They're trying to intimidate us.
                        (then, to Brenda)
            Tell them to wait in the conference room.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     Sanchez, Webster, Buda, and Cooper are seated.

     The door opens and Ed enters, legal pad under his arm.
     Followed by Erin, legal pad under her arm.  Followed by Anna
     (looking professional in Brenda's suit coat), legal pad under
     her arm.  Followed by Mario (in a suit produced from who
     knows where), legal pad under his arm.  If you didn't know
     better, you'd assume it was a team of lawyers as well.

                               ED
            Counselors --

                               MR. SANCHEZ
            Counselors.

     Ed and Erin sit down and get to work.  Mario and Anna,
     clearly told to just follow along, sit down a moment later.

     INT. MASRY & VITITOE, CONFERENCE ROOM - LATER

     Mario and Anna are sitting mutely in their seats beside Ed
     and Erin, firing blank looks across the table.

                               SANCHEZ
            Let's be honest, here.  Two million dollars
            is more money than these people have ever
            dreamed of.

     Erin has no patience for this today.

                               ERIN
            Oh, see, now that pisses me off.  First of
            all -- we got more'n a hundred plaintiffs.
            They may not be sophisticated, but they do
            know how to divide, and two million dollars
            isn't shit when it's split between them.

     Mario and Anna exchange a look.  This is getting interesting.

                               ED
            Erin --

     But there's no stopping her.

                               ERIN
            And second of all -- these people don't
            dream about being rich.  They dream about
            being able to watch their kids swim in a
            pool without worrying they'll have to have a
            hysterectomy at age 20, like Rosa Diaz -- a
            client of ours -- or have their spine
            deteriorate like Stan Bloom.  Another client
            of ours.  So before you come back here with
            another lame-ass offer, I want you to think
            real hard about what your spine is worth,
            Mr. Buda -- or what you'd expect someone to
            pay you for your uterus, Miss Sanchez --
            then you take out your calculator and
            multiply that number by a hundred.  Anything
            less than that is a waste of our time.

     And she gets up and storms out of the meeting.

     INT. MASRY & VITITOE, COFFEE AREA - DAY

     Erin drinks a big swig of coffee and pops a few more aspirin.
     Beyond her, the PG&E lawyers are filing out of the office.
     Anna wanders over to Erin, a little uncomfortable.

                               ANNA
            Um, Erin?
                        (Erin turns)
            Listen.  Even though you're not necessarily
            my favorite person in the world ...
                        (beat)
            ... sometimes you're not half-bad.

                               ERIN
            I'm gonna assume that was meant as a
            compliment, Anna, and just say thank you.

     INT. MASRY & VITITOE, ERIN'S DESK - NIGHT

     Erin's at her desk, which is completely buried in documents
     and files.  She's visibly exhausted, struggling to focus on
     the page, and COUGHING while she works.  Ed calls to her.

                                ED
            Hey.  A new plaintiff called, wants to meet
            you.  I told him we'd be out there Thursday.

                                ERIN
            D'you get his name?
                        (no answer)
            Course not.  Jesus, Ed --

                                ED
            He said he'd be at the gas station at six.

                                ERIN
            Boy, this job takes me to some of the best
            damn places, huh?

     EXT. HINKLEY GAS STATION - SUNSET

     Erin is sitting out front, swigging cough syrup from the
     bottle.  She checks her watch: 6:30.  The GAS STATION
     ATTENDANT comes out, locks up, and turns out the lights.

                                ERIN
            This is the only station in town, right?

                               ATTENDANT
            Yup.

     He gets in his car and drives off.  Erin sits down again.
     Looks down the road in both directions.  Nothing.

     Then she spots, behind some bushes across the street, a glint
     of chrome.  She shields her eyes against the sunset and sees:
     the BEAT-UP TRUCK parked behind some shrubbery.

     Erin looks around, realizes she's alone.  As she looks back
     at the truck, the ASH of a cigarette brightens in the cab.
     She realizes she's being watched.  The driver's door opens.

     Erin bolts for her car, scrambling to find her keys.  She
     jumps in, locks her doors, and tries to start her car, but it
     won't turn over.  Panic.  The Man in the Dark Glasses has
     gotten out and is heading toward her car. Erin looks around
     again.  Not a soul.  She tries the engine again.  And again.

     Just as he gets to her car, the engine engages.  Erin peels
     out of the gas station.

     INT. ERIN'S CAR - NIGHT

     Erin drives down the road, hyperventilating, trying to focus
     on the road.  She looks in the rear-view mirror -- nothing.

     She reaches the train tracks.  A train is passing.  She has
     to stop.  As she's waiting, the glint of headlights bounce
     off her rear view mirror.  Truck lights, coming her way.
     Fuck.  She looks at the train -- still passing -- then back
     at the headlights closing in on her.  The train, the
     headlights, the train, the headlights ...

     Finally, when the headlights are right behind her, the last
     train car zips by.  Erin peels out, bounding her rickety car
     over the tracks.  The truck follows.

     EXT. HINKLEY ROAD - NIGHT

     The Hyundai zips down the road.  And behind it, the truck.

     INT. HYUNDAI - NIGHT

     She looks out at the landscape around her.  It's black.  No
     other cars on the road.  She starts to panic, accelerates.

     EXT. HINKLEY ROAD - NIGHT

     The Hyundai going faster.  The truck still following.

     INT. HYUNDAI - NIGHT

     Erin comes up on a stop sign.  She runs it.  So does the
     truck.   A little later, she makes a turn and sees THE LOST
     CAUSE SALOON.  In the parking lot, like a lifeboat, sits Ed's
     Mercedes.  She pulls into the drive and jumps out of her car.

     INT. LOST CAUSE SALOON - NIGHT

     Ed is eating ribs when Erin bursts through the door.  She
     rushes over to him, near tears with fear and exhaustion.

                               ERIN
            Someone's following me.

                               ED
            What?  Who?

                               ERIN
            Some guy in a truck -- he waited till I was
            alone, then he followed me, like, two miles.
            Jesus, I'm shaking.  Get me a beer.

     Ed gets up and heads toward the door.

                               ED
                        (to the counter guy)
            Beer, please.

     As Ed looks out the door, Erin collapses onto a bench.

                               ED
            What kind of truck?

                               ERIN
            I don't know.  Big.  Dark.

                               ED
            He's gone.
                        (back to the table)
            Did you get a license plate?  Or a make?

                               ERIN
            No, Ed -- what with me running for my life,
            I didn't have time to check those things --

                               ED
            I was just asking.  Are you all right?

                               ERIN
            Yeah.  Yeah, I'm ... fine.

     Ed looks at her.  She looks terrible.  Shaky, tired, drawn.

                               ED
            Jesus, you look like shit.  When was the
            last time you had a decent night's sleep?

     EXT. HINKLEY MOTEL - NIGHT

     Crappy and pink.  Ed's Mercedes pulls into the parking lot.
     Erin's Hyundai follows.  Ed stops, gets out.

     INT. HYUNDAI - NIGHT

     Ed swings by Erin's open car window.

                               ED
            Don't worry.  I'm getting two rooms.

     EXT. HINKLEY MOTEL - NIGHT

     Erin and Ed amble down the porch, checking door numbers, each
     rattling a key.  They find their adjacent rooms and stop.
     Erin leans against the wall, too weak to stand.

                               ED
            Lock the door every which way you can.  And
            if there's anything -- funny sound, whatever
            -- pound on the wall.  I'll come right over.

     She nods a little.  Then before she goes into her room:

                               ERIN
            I think you should know -- there's very few
            people in the world who don't piss me off 90
            percent of the time.
                        (beat)
            You're one of 'em.

     It's as tender as she gets, and he's moved by it.  They look
     at each other.  Maybe even considering.  But after a long
     beat, she reaches for her door again.  Moment over.

                               ED
            I'm triple locking my door, so don't even
            think of trying to take advantage.

     She smiles, goes inside.  He watches her close her door
     behind her before going inside himself.

     EXT. ERIN'S HOUSE, FRONT STOOP - NIGHT

     George is sitting alone on the stoop, drinking a beer.  Music
     is coming from his house next door.  He stares out into the
     street with a lot on his mind.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Katie and Matt are making a mess of breakfast.  Beth is on
     the floor, grinding cereal into the linoleum.

                             ERIN (O.S.)
            Hello?

     Erin enters, having just gotten home, and sees the mayhem.

                             ERIN
            What are you doing?  Where's George?

                             KATIE
            I don't know.

                             ERIN
            George!

     She heads out.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - DAY

     George is sitting on the bed when Erin enters.

                             ERIN
            Jesus, George, they're turning the kitchen
            into a hellhole.  You know you can't leave
            them alone like that.

     He doesn't answer.  Doesn't move.  She notices this.

                             ERIN
            What's going on?  What are you doing?

                             GEORGE
            Thinking.

                               ERIN
            About what?

     He's very calm.  He holds out a small jewelry box.

                               GEORGE
            About this.

                               ERIN
            What's that?

                               GEORGE
            It's a pair of earrings.  I saw 'em in the
            mall one day, and I thought, damn, those
            would look good on those beautiful earlobes.
            So I bought 'em.  And I said to myself, next
            time Erin says something nice, does
            something nice, I'll surprise her with 'em.
                        (beat)
            Know how long ago that was?  Six months.  In
            six months, you haven't said one nice thing
            to me.  That's a long time.

                               ERIN
            I'm sorry.  I'm just working so hard --

                               GEORGE
            I know.  But still.  Six months.
                        (he stands)
            I think you oughta either find a different
            job or a different boyfriend.  Cause there
            may be men who don't mind being the maid and
            getting nothing in return, but I'm sure as
            shit not one of 'em.

                               ERIN
            I can't leave my job, George.

                               GEORGE
            Yeah, you can.  You could just quit.  People
            do it all the time.

                               ERIN
            I can't.  Look -- this job -- it's the best
            thing that ever happened to me.  I mean it.
            For the first time in my life, I got people
            respecting me.  Up in Hinkley, I walk into a
            room and everyone shuts up just to hear what
            I got to say.  I never had that.  Ever.
            Don't ask me to give it up.  I need it.

                               GEORGE
            More than you need me.

                               ERIN
            I need it.

     He nods, then stands, to leave.

                               GEORGE
            Maybe you didn't like who you were before,
            Erin, but I did.  That's who I fell in love
            with.

     Only then does she see the packed duffel bag in the corner.

                               ERIN
            You already packed up your stuff?

                               GEORGE
            I pretty much knew what your answer was
            gonna be.

     He picks it up and walks out the door, tossing the earring
     box on the bed as he goes.

     INT. ERIN'S BEDROOM - NIGHT

     Erin is at her window, looking out at the street below.
     George is strapping a couple of bags onto the back of his
     bike.  He gets on the bike, starts it up, and drives away.

     INT. HYUNDAI - DAY

     Erin is driving, looking weary.  Her kids are in the car.

     Matthew turns on the radio.  Erin reaches over and turns it
     off.  Matthew turns it back on.  Erin glares at him, turns it
     off.  On/off/on/off.  A test of wills.  Finally, when Matthew
     turns it on one more time, Erin turns it off, yanks the knob
     off the stereo and throws it out the window.

     EXT. MASRY & VITITOE PARKING LOT - DAY

     The Hyundai pulls into the lot.

     INT. HYUNDAI - DAY

     Erin parks the car, unclips her seat belt.

                               ERIN
            Wait here.

     She gets out.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Business as usual.  Erin comes in, goes straight to her desk.

     INT. MASRY & VITITOE, ERIN'S DESK - DAY

     Erin flips through her "in" box, looking for something in
     particular.  Doesn't find it.  Grrr.  She heads off to:

     INT. MASRY & VITITOE, JANE'S OFFICE - DAY

     Jane is at her desk when Erin comes in.

                               ERIN
            Where's my paycheck?

                               JANE
            Have you been logging on?

                               ERIN
            What?

                               JANE
            I moved payroll onto the computer.  It only
            knows to process paychecks for employees who
            log on in the morning and off at night.

                               ERIN
                        (seething)
            Now how'm I supposed to do that when I'm not
            in here most mornings and nights?

                               JANE
            You're clever.  I'm sure you'll think of
            something.

     Erin glares at her ...

                               ERIN
            I don't believe this --

     ... then turns and storms out of Jane's office.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is on the phone when Erin barges in, rage in her eyes.

                               ERIN
            I want my fucking money --

                               ED
                        (into phone)
            I'm sorry, I'm gonna have to put you on hold
            for just one second here --
                        (puts the call on
                         hold, then, to Erin)
            Do you mind?

                               ERIN
                        (seething)
            Yeah, I mind.  You bet your ass I mind.

     Clearly, she's in a dander he's going to have to deal with.

                               ED
            Oh, Jesus.  You wanna tell me what the
            problem is here, or --

                               ERIN
            It's my paycheck.  Which I earned.  Which I
            deserve.  Which I shouldn't have to beg for.
            That fat-ass bitch won't give it to me.

                               ED
            Erin, you're a big girl.  If you got a
            problem with Jane, work it out for yourself.
            I don't have time to deal with --

                               ERIN
            Fuck you.  Make time.  Cause I bust my ass
            for you.  I watch everything else in my life
            go straight in the toilet, for you.  And
            what do you do for me?  Huh?  You see the
            way I'm treated around here -- but have you
            ever stood up for me once?  Have you ever
            mentioned to everyone what good work I'm
            doing?  Have you ever bothered saying, hey,
            Erin doesn't get paid the most cause she has
            the best tits; she gets paid the most cause
            she's the best God damn employee I've ever
            had?

                               ED
            Is that what you want?

                               ERIN
            I want my paycheck.  By the end of the day.

     Ed sighs.  Realizes he's going to have to take this on.

                               ED
            I'll see what I can do.

                               ERIN
            You might want to think real hard about the
            amount, too.  My kids are sitting in the God
            damn parking lot right now, cause I still
            don't make enough to afford good child care.
            Makes me think about looking around for a
            job where I'm appreciated, for shit's sake.

     She storms out.

     INT. ERIN'S HOUSE, KITCHEN - NIGHT

     Erin is standing at the sink, visibly exhausted, trying to do
     the dinner dishes with one arm and comfort Beth, who's
     CRYING, with the other.  Matthew comes in.

                               MATTHEW
            Can I play roller hockey?

                               ERIN
            We'll see.

                               MATTHEW
            When?

     The DOORBELL RINGS.  Erin goes to get it.  Matthew follows

     INT. ERIN'S HOUSE, FRONT DOOR - NIGHT

     Matthew is dogging Erin on this.  Beth is still crying.

                               MATTHEW
            Randy's mom said yes right away.

                               ERIN
                        (snapping)
            Well, God damn it, Matthew -- Randy's mom
            doesn't work eighteen-hour days, and Randy's
            dad didn't leave her, so figuring out who's
            gonna take who where is a little easier over
            at Randy's house.

     Erin opens the door.  A MESSENGER is there.

                               MESSENGER
            Erin Brockovich?

                               ERIN
            Yeah?

                               MESSENGER
            Package from Masry & Vititoe.

     He hands her a manila envelope.  She signs for the package,
     then tears into it as the Messenger heads away.

     A CHECK and a SET OF KEYS fall out.  She looks at the check.
     It's made out for $5,000.  A note attached reads "HIRE A
     NANNY. AND LOOK OUTSIDE. - E."

     Erin looks up and sees A BRAND-NEW CHEVY BLAZER parked on the
     curb.  She looks at the keys in her hand.  Chevy keys.  Whoa.

     EXT. MASRY & VITITOE, PARKING LOT - DAY

     Erin drives up in the Blazer, pulls into a parking space.

     INT. MASRY & VITITOE, LAW LIBRARY - DAY

     It's dark.  Ed's seated at a table, alone.  Erin walks by the
     door, then spots him and stops in the doorway.

                               ERIN
            Believe it or not, I would've been satisfied
            with just the check.

     Ed turns, sees her.

                               ED
            Well, you go threatening to leave, I can't
            take any chances.  You're the only person
            around who understands what I'm doing.
            Things come up, I gotta know I got someone
            to turn to.

     She sits, reading him.

                               ERIN
            What kind of things come up?

                               ED
            Things like the head counsel for PG&E
            calling me with an offer.
                        (beat)
            20 million, plus attorney's fees.  Take it
            or leave it.

                               ERIN
            Whoa.  No shit.

                               ED
            It's about 50 thousand per plaintiff.

                               ERIN
            So what are you thinking?

                               ED
            I'm thinking ... I wish someone else had to
            make this decision.
                        (beat)
            50 thousand bucks is more than any other
            California toxic plaintiff has gotten.
            Ever.  But ...

                               ERIN
            ... but it won't cover Annabelle Daniels's
            medical bills.

                               ED
            And it's less than pocket change for PG&E.

                               ERIN
            Do you think we'd do better by going to
            trial?

                               ED
            Maybe.  but maybe not.  We still don't have
            anything linking this to PG&E corporate.
            Plus, there's the statute problem.  Plus,
            we're way short on manpower, so we'd need to
            bring on more lawyers ...

                               ERIN
            Plus, 40 percent of 20 million's a whole lot
            of money.

                               ED
            It's eight million dollars, Erin.  Eight
            million dollars.

     Beat.

                               ERIN
            That's a fucking fortune, Ed.  And you know
            I'm the last person on Earth to walk away
            from a big payday.  But you and me didn't
            get into this to get rich.  We did it cause
            we both have this voice in our heads saying,
            do the right thing; get these plaintiffs
            what they deserve -- the right to live and
            die in some kind of comfort and peace.  If
            50,000 isn't gonna buy that, then we gotta
            say no.
                        (beat)
            Trust me.  If you don't do the right thing
            for these people, getting that 6 million
            dollars is gonna feel like shit.

     He nods to himself, and looks up at her, his mind made up.

                               ED
            I knew I put up with your bullshit for a
            reason.

     INT. ERIN'S NEW CAR - DAY

     It's raining.  They're driving through the tall buildings of
     Century City.  Ed is full of nervous excitement.

                               ED
            This guy, Erin -- he's got more toxic tort
            experience than anyone else in California.
            He's huge.  And he said yes to me on the
            first phone call, right off the bat.
                        (points to a building)
            That's it.  The big one.  They've got the
            top three floors.

     INT. POTTER, HUGHES & ROSEWOOD, RECEPTION - DAY

     It feels more like the lobby of a five-star hotel than an
     office.  Erin and Ed step off the elevator.  Erin gawks.

                               ERIN
            Holy shit.  Who do they represent, God?

                               ED
            Don't joke.  They might.  So do me a favor
            and behave yourself for once.
                        (to receptionist)
            Ed Masry to see Kurt Potter.

     As Ed turns to check his reflection, a YOUNG LAWYER comes
     through the reception area.  Erin watches him pass, then,
     still miffed, calls out to him.

                               ERIN
            Scuse me, sir, you got a real nice ass, you
            know that?

     The lawyer double-takes on her, then retreats into the
     office.  Erin turns to Ed, smiles.

                               ERIN
            Oh, I'm sorry.  Was that not what you meant
            by behaving myself?

     INT. POTTER, HUGHES & ROSEWOOD RECEPTION AREA - DAY

     THERESA DELLAVALLE, 38, junior partner, comes out to greet
     them.  She's everything Erin isn't: conservative, restrained,
     unemotional.  And about as sexy as a station wagon.

                               THERESA
            Ed.  Good to see you again.

                               ED
            Theresa, hey -- this is Erin Brockovich.

     INT. POTTER, HUGHES & ROSEWOOD HALLWAY - DAY

     Theresa leads Ed and Erin down a long hall of teak desks.
     The sound of their footfalls is swallowed up by the plush
     carpeting.  Occasional ATTORNEYS and PARALEGALS glance at
     Erin.  She feels their stares.

     INT. POTTER, HUGHES & ROSEWOOD, KURT POTTER'S OFFICE - DAY

     Potter is sitting behind his giant desk when Theresa leads Ed
     and Erin in.

                               THERESA
            Kurt, Ed Masry's here.  And this is Erin
            Brockovich, Ed's assistant.  Erin, this is
            Kurt Potter.

                               POTTER
                        (to Ed, with a wink)
            Well.  Now I know what you meant when you
            called her your secret weapon.

     Erin gives Ed another look.  What the fuck?  Ed gives her a
     firm look back.  Behave.

     INT. POTTER, HUGHES & ROSEWOOD, CONFERENCE ROOM - DAY

     Potter, Ed, Erin, Theresa and few  PARALEGALS are sitting
     around the table.  As the conversation ping-pongs between Ed
     and Potter, Potter completely ignores Erin.

                               POTTER
            When'd they file the demur?

                               ED
            Yesterday.

                               ERIN
            What's a demur?

                               ED
            It's PG&E saying to the judge that we don't
            have a case.  Their lawyers go --

                               POTTER
            How many counts?

                               ED
            Sixty-nine.  We've got good answers to all
            of 'em.

                               ERIN
            Counts?

                               ED
            Reasons PG&E thinks it shouldn't go to --

                               POTTER
            Who's the judge?

                               ED
            Corey.

                               POTTER
            Good.

                               ERIN
            Why good?

                               ED
            He's got a reputation for doing all his --

                               POTTER
            How long's he gonna take?

     Erin's starting to steam at Potter.  Theresa sees it brewing,
     tries to intercede.

                               THERESA
            You know what?  Why don't I take Erin down
            the hall, so we can start in on this stuff?

     Erin notices all her files in stacks against the wall.

                               ERIN
            Hey -- those are my files --

                               THERESA
            Yeah, we had them couriered over.  And
            listen, good work.  They're a great start.
            We're just going to have to spend a little
            time filling in the holes in your research.

     Okay, these people are starting to piss her off.

                               ERIN
            Excuse me -- Theresa, was it?  There are no
            holes in my research.

                               THERESA
            No offense.  There are just some things we
            need that you probably didn't know to ask.

                               ERIN
            Don't talk to me like I'm an idiot, okay?  I
            may not have a law degree, but I've spent 18
            months on this case, and I know more about
            those plaintiffs than you ever will.

                               THERESA
            Erin.  You don't even have phone numbers for
            some of them.

                               ERIN
            Whose number do you need?

                               THERESA
            Everyone's.  This is a lawsuit.  We need to
            be able to contact the plaintiffs.

                               ERIN
            I said, whose number do you need?

                               THERESA
            You don't know six hundreds plaintiffs'
            numbers by heart.

     Erin just stares at her.  Theresa sighs, reluctantly glances
     down at a file.

                               THERESA
            Annabelle Daniels.

                               ERIN
            Annabelle Daniels.  714-454-9346.

     As Theresa starts to write it down:

                               ERIN
            10 years old, 11 in May.  Lived on the plume
            since birth.  Wanted to be a synchronized
            swimmer, so she spent every minute she could
            in the PG&E pool.  She had a tumor in her
            brain stem detected last November, had an
            operation on Thanksgiving, shrunk it with
            radiation after that.  Her parents are Rita
            and Ted.  Ted's got Chron's disease, and
            Rita has chronic headaches and nausea and
            underwent a hysterectomy last fall.  Ted
            grew up in Hinkley.  His brother Robbie and
            his wife May and their five kids Robbie,
            Jr., Martha, Ed, Rose, and Peter lived on
            the plume too.  Their number's 454-9445.
            You want their diseases?

     Beat.  Erin glares at Theresa, indignant.

                               THERESA
            Okay, look -- I think we got off on the
            wrong foot here --

                               ERIN
            That's all you got, lady.  Two wrong feet.
            In fucking ugly shoes.

     INT. PARKING LOT - NIGHT

     It's still raining.  Erin is following Ed to the car.  He's
     furious.

                               ERIN
            She insulted me!

                               ED
            Bullshit.  It was a misunderstanding.  But
            instead of handling it politely, instead of
            treating her with respect --

                               ERIN
            Why the fuck should I respect her?

     Ed stops in his tracks, furious.  He glares at her.

                               ED
            Because that's how people treat each other!

                               ERIN
            Not in my world.

                               ED
            Gee, I wonder why.

     On that, he gets in his car, slams the door, and drives off,
     leaving her standing alone in the pouring rain.

                               ERIN
            Hey!  You're my ride!

     INT. POTTER, HUGHES & ROSEWOOD, HALLWAY - DAY

     Potter and Ed are walking down the hallway, mid-conversation.
     A FEW PARALEGALS follow them with files.

                               POTTER
            I've also been thinking about the team.
            Responsibilities, who should cover what --

                               ED
            Right.

                               POTTER
            I think we should makes some changes.

     EXT. LINWOOD'S DAIRY - DAY

     Bob Linwood is in his barn, mucking it out.  Theresa is at
     the edge of the property, trying unsuccessfully to get his
     attention by yelling and waving her arms.  In her expensive
     shoes, she's stopped short of the cow patty minefield.

     INT. POTTER, HUGHES & ROSEWOOD, CONFERENCE ROOM - DAY

     CLOSE ON A CLIENT FILE as a hand fills in a phone number.

     WIDEN TO SEE Erin seated with a PARALEGAL, rattling off facts
     and numbers from memory.  She's seized by a COUGHING FIT.

     EXT. LINWOOD DAIRY - DAY

     Theresa still hasn't gotten Linwood's attention.  Finally,
     rather than ruin her shoes, she picks up a stone and tosses
     it at the barn.  It hits the window and BREAKS IT.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S DESKS - DAY

     Erin's desk is empty: no Erin, no files, nothing.  Ed comes
     out of his office and hands Brenda a STACK OF DOCUMENTS.

     CLOSE ON THE FAX LED

     Brenda types in the number.  The recipient's I.D. comes up
     again, only this time it says: POTTER, HUGHES, ROSEWOOD.

     INT. POTTER, HUGHES, ROSEWOOD, HALLWAY - ANOTHER DAY

     A SECRETARY carries the documents to Potter's office.  On the
     way, she passes THE CONFERENCE ROOM.  Inside, Erin is still
     dictating to the PARALEGAL.  She's shivery with fever now.
     The floor around her is littered with tissues.

     INT. DANIELS' HOUSE - DAY

     Theresa is talking to Rita and Ted Daniels.  Annabelle is
     curled up on the sofa, wrapped up in a blanket.  Rita and Ted
     notice that Theresa doesn't even look at Annabelle.

     INT. ERIN'S APARTMENT, KITCHEN - DAY

     Erin is lying in bed, home sick, talking on the phone.  She's
     talking over the noise of TANIA, her 20-something Eastern
     European nanny, vacuuming the hall.

                               ERIN
            I know she isn't real warm, but they say
            she's a real good lawyer ...

     INTERCUT WITH

     INT. DANIELS' HOUSE - DAY

     Ted Daniels is on the phone.  Rita is next to him.

                               TED
            That may be.  But I don't want her coming to
            the house again.  She's kinda stuck-up, and
            she upsets Annabelle.  Now, I hate to say
            this, but when she left today, Rita asked if
            we should get a new lawyer.

                               ERIN
            Ted, no -- don't do that.  If you don't like
            Theresa, you don't have to work with her.
            Me and Ed are still here for you.

                               TED
            I called Ed two days ago, Erin, and he still
            hasn't called me back.

     INT. MASRY & VITITOE, BRENDA'S DESK - DAY

     The phone rings.  Brenda picks up.

                               BRENDA
            Ed Masry's office ... Sorry, he can't be
            interrupted.

     INTERCUT WITH Erin at home, still in bed, so irritated.

                               ERIN
            Don't be a pain in the ass, okay, Brenda?
            Just put him on.

                               BRENDA
                        (with finality)
            I said, he can't be interrupted.

     Erin hangs up.  Then, with a groan, she pulls her weary body
     out of bed.

     INT. MASRY & VITITOE, RECEPTION - DAY

     Erin drags herself into the office.

                               ROSALIND
            Hey, Erin, I thought you were taking a sick
            day.

                               ERIN
            So did I.

     She heads toward Ed's office, but stops when she sees a
     meeting in progress in the conference room.  Ed is on the
     side of the table facing her, flanked by Potter and Theresa.
     On the other side of the table, are FOUR SUITED BACKS.

                               ERIN
            What's going on in there?

                               ROSALIND
            Some meeting.  With PG&E people.

                               ERIN
            PG& -- Are you sure?

                               ROSALIND
            Yup.  They must be important, too, cause
            they came on a special plane.

     Erin feels this like a sock in the gut.  She stares at the
     meeting, stunned.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     This band of PG&E lawyers is the oldest and most impressive
     of all.  Ed, Potter, and Theresa are listening to the most
     senior PG&E lawyer, MR. CORBIN, talk.

                               CORBIN
            ... we would enter into binding arbitration
            -- judge, no jury -- with a settlement to be
            between 50 and 400 million dollars.

     Ed and Potter hear this and think about it.

                               POTTER
            Any preconditions on the settlements?

                               CORBIN
            The plaintiffs have to agree to it
            unanimously.  And they're barred from ever
            discussing their settlement with anyone.

                               ED
            50-400 million dollars isn't a whole hell of
            a lot of money for your company, Mr. Corbin.

                               HEAD COUNSEL
            50-400 million dollars is a great deal of
            money for your plaintiffs, Mr. Masry.

     As Ed mulls this, he sees, beyond Mr. Corbin,

     ERIN

     staring at him from the other side of the glass wall, her
     face cold with hurt and anger.

                               ED
            Could I -- just take a brief break here for
            a moment?  I'll be right back.

     He gets up and goes out into:

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Ed comes out.  Erin's so angry she can barely breathe.

                               ERIN
            If you tell me to relax, I'm gonna kick your
            fucking head off --

                               ED
            Erin, it's just a meeting.

                               ERIN
            People don't fly down in their own god damn
            plane for "just a meeting" --

                               ED
            Look, you said you weren't feeling great.  I
            thought you should rest.

                               ERIN
            Bullshit.  You'd drag me off my deathbed if
            it suited you.

                               ED
            Okay, look.  It's an important meeting.
            Kurt thought, if it was just lawyers --

                               ERIN
            Kurt thought?  What about you?  Do you think
            anymore?

     He resists being dragged into an knock-down, drag-out fight.

                               ED
            Look, this is serious now.  They're talking
            serious money --

                               ERIN
            And, what, I'm not serious?

                               ED
            You're emotional.  You're erratic.  You say
            any God damn thing that comes into your
            head.  And I'm not saying that's bad.  That
            can be great; that can be a lot of fun --

                               ERIN
            "Fun?"  Jesus, "fun?"  I kill myself for a
            year and a half, hand you the best case of
            your life on a God damn silver platter,
            remind you of why you became a lawyer in the
            first place, and you think of me as "fun?"

                               ED
            Okay, now you're making this personal, and
            it isn't --

                               ERIN
            Not personal?  That's my work in there, Ed.
            My sweat, my labor, my time.  If that's not
            personal, I don't know what is.

     She starts to COUGH and CRUMBLE, but fights it.

                               ERIN
                        (weakened)
            How dare you take that away from me.

                               ED
            No one's taking anything --

                               ERIN
            Bullshit.  You stuck me in Siberia dictating
            to some God damn steno clerk so you could
            finish this thing without me.  After all
            I've done for you, that's the thanks I get.

     By now the entire office is watching.  As are the lawyers in
     the conference room.

                               ED
            Don't give me that.  You've gotten plenty.
            You've been well-paid; you've gotten lots of
            perks ...

                               ERIN
            Perks?  Jesus -- perks?

     Erin reaches into her bag, pulls out her cel phone.

                               ERIN
            If this piece of shit is supposed to take
            the place of your respect, you can take it
            and shove it up your ass.

     She throws it at him and storms away.  The phone hits the
     glass wall of the conference room, CRACKING it.  Ed just
     stands there, with the lawyers staring at him through the
     splintered glass wall.

     EXT. MASRY & VITITOE PARKING LOT - DAY

     Erin gets to her car.  As she opens the door, the ALARM
     SOUNDS.  She fumbles with her keychain, trying to turn it
     off, but she's too sick and upset to figure it out.  With the
     siren still blaring, she kicks at the car in rage.

     INT. ERIN'S CAR - NIGHT

     Erin's driving home.  As she turns onto her street, her
     headlights wash across the sidewalk and illuminate a small
     boy, wearing a backpack, walking the other way.

                               ERIN
            Holy shit --

     She looks over her shoulder, but the sidewalk is too dark.
     She pulls a U-turn in the middle of the street.  A CAR HONKS.

     Erin scans the sidewalk, finally sees him again.  Holy shit,
     is right.  It's Matthew, wandering the streets at night.

                               ERIN
            Matthew --

     She pulls ahead of Matthew and bumps up onto the sidewalk,
     blocking his path.  When he sees her car, he turns and runs
     the other way.  Erin leaps out and follows him.

                               ERIN
            Matthew!  MATTHEW!

     She catches up and collars him.

                               ERIN
            God damn it, Matthew.  What the hell are you
            doing out here?

                               MATTHEW
            I'm gonna go live with George.

     INT. ERIN'S HOUSE - NIGHT

     MUSIC is playing.  TANIA is on the phone.  The receiver is
     yanked from her hand.  She turns to see Erin hovering over
     her, barely containing herself.

                               ERIN
            If you leave here real fast, I might not
            kill you.

     INT. ERIN'S HOUSE, MATTHEW AND KATIE'S ROOM - NIGHT

     Matthew's in his bed, facing the wall.  Erin sitting on the
     foot of his bed, near tears.  Katie's watching from her bed.

                               ERIN
            We'll work out the roller hockey thing,
            okay?  Whatever you want, we'll work it out.
            I promise.

                               MATTHEW
            You always say that.  Then you go to work
            and forget you promised.

                               ERIN
            I never forget, honey.  I try, real hard.
            It's just, for some reason, I don't seem to
            be able to organize things right and -- when
            it comes to you guys, I end up falling
            short.

                               MATTHEW
            You never fall short for the work people.  I
            guess maybe you just love them more.

                               ERIN
            Oh, God, sweetheart, no.  There's nothing on
            Earth I love more than you.  Nothing.
                        (beat)
            I promise.

     She lays her hand on his shoulder, but he shrugs it off and
     inches away from her.

     INT. ERIN'S HOUSE, HALLWAY - NIGHT

     Erin comes out of the bedroom.  As she turns to close the
     door, she collapses to the floor in a heap.  Out cold.

     INT. HOSPITAL EMERGENCY ROOM - NIGHT

     A busy Southland ER.  George bursts through the doors with
     Katie, Matthew and Beth in tow.  He goes up to the desk.

                               GEORGE
            I'm looking for Erin Brockovich.  They
            brought her in in an ambulance?

     INT. ER WAITING AREA - DAY

     The kids are waiting.  George is talking to a DOCTOR.

                               GEORGE
            Meningitis?  What the hell is meningitis?

                               DOCTOR
            It's an inflammation of the spinal cord and
            part of the brain.

                               GEORGE
            Jesus.

                               DOCTOR
            She must be a tough cookie, cause it's a
            pretty advanced case.  I'd say she's been
            walking around with it for a few weeks now.

                               GEORGE
            How does someone get meningitis?

                               DOCTOR
            Usually, in adults, it's from exposure to
            bacteria or a virus or ...

                               GEORGE
            ... or lemme guess -- toxic waste?

     INT. HALLWAY OUTSIDE ERIN'S HOSPITAL ROOM - DAY

     Matt and Katie sit on the cheap plastic chairs outside the
     room.  Katie is holding Beth, who's sleeping.

                               GEORGE (O.S.)
            They can stay at my place till you go home.

     INT. ERIN'S HOSPITAL ROOM - DAY

     Erin's in bed, hooked up to an IV, looking exhausted.  All
     untouched food tray is beside her bed.  George is standing
     across the room from her, arms crossed tight across his
     chest, keeping his distance.

                               ERIN
            They said that'd be tomorrow.  They just
            wanna keep an eye on me another night.

                               GEORGE
            Fine.  I'll drop 'em off tomorrow afternoon.

     A moment of thick silence.

                               ERIN
            Thank you.

                               GEORGE
                        (giving nothing)
            Mm-hm.

     As she watches him reach for his motorcycle helmet, to leave,
     she's hit with a wave of regret.

                               ERIN
            George, hang on.
                        (he pauses)
            Look ... I'm sorry.  I just --

     There's a KNOCK at the door, and Ed enters.  George looks at
     him.  Not interested in her apologies.

                               GEORGE
            I'll drop 'em by tomorrow.

     And Erin watches George leave the room, then turns to Ed.

                               ERIN
            If you're here to fire me, your timing's
            lousy.

                               ED
            I'm not gonna fire you.
                        (beat)
            I wanted to.  But then you got sick, and
            that woulda made me look like a shit.
                        (serious)
            You embarrassed me, Erin.

                               ERIN
            I know.  I'm sorry.
                        (beat)
            Do I get to hear what happened anyway?

     INT. ERIN'S HOSPITAL ROOM - LATER

     Ed has taken off his coat and pulled a chair up next to
     Erin's bed.  He's eating the pudding off her tray.

                               ERIN
            Between 50 and 400 million, definitely?

                               ED
            Uh-huh.

                               ERIN
            And if you had to guess ...

                               ED
            With nothing linking it to the corporate
            offices yet, I'd say we'll end up on the
            lower end of that.  Still a lot of money.

                               ERIN
            So why would PG&E offer it?

                               ED
            Because.  They know the evidence; they know
            they're gonna lose a jury trial.  Maybe they
            wouldn't lose 400 million bucks, but once
            you factor in all they'd spend on this case
            in the next ten years, it makes a lot of --

                               ERIN
            Wait, what do you mean, ten years?

                               ED
            Five years, maybe, for a trial.  Double that
            for the appeal.

                               ERIN
                        (confused)
            I'm sorry, are you saying that if this thing
            goes to trial, it'll be ten years before
            these plaintiffs see their money?

                               ED
            Hey, that's not so bad.  Compare it to the
            Love Canal -- that was twenty years ago, and
            those people still haven't seen a dime.  So
            in legal terms, ten years is --

                               ERIN
            Fuck legal terms.  We're talking about human
            beings here.  Sick people.  A whole bunch of
            them are gonna be dead in ten years.  They
            need their money now!
                        (beat)
            We gotta get 'em to agree to the
            arbitration, Ed.  We gotta get every damn
            one of those plaintiffs to --

                               ED
            I know.  We're having a meeting, it's all
            set up --

                               ERIN
            When?  Where?

                               ED
            Tuesday at seven, at the Hinkley firehouse.

                               ERIN
            Okay, good.  I think I should be the one to
            tell 'em, cause they trust me more than --

                               ED
            You're not gonna be there.

                               ERIN
            The fuck I'm not.  I don't care what the
            doctor says --

                               ED
            This isn't doctor's orders.  It's mine.  I'm
            saying you can't come.

                               ERIN
            Why not?

                               ED
            Because Kurt doesn't want to work with you.
            He thinks you're a loose cannon.

                               ERIN
            Fuck Kurt.

                               ED
            Erin --

                               ERIN
            No, I'm serious.  You know what Kurt Potter
            is?  He's the kind of guy who never would
            have taken this case in the first place.
            He's the kind of guy who would have sold
            these plaintiffs down the river when PG&E
            offered 20 million.  He doesn't work like
            us, Ed.  There's no little voice in his head
            telling him to do the right thing.

     But his mind's made up.  He stands to leave.

                               ED
            Don't come, Erin.  I mean it.  If you do,
            I'm gonna have to fire you.
                        (beat)
            Just ... concentrate on getting well.

     EXT. HINKLEY FIREHOUSE - NIGHT

     The parking lot is empty, except for three Mercedes.  Ed,
     Potter, and Theresa are in the doorway, going over their
     notes.  A TRUCK pulls into the lot.

     INT. ERIN'S HOUSE, MAIN ROOM - NIGHT

     Katie and Matt are watching TV.  Beth is playing near them.
     Behind them, Erin is lying on the couch, under a blanket,
     distractedly trying to watch TV.  She checks her watch.

     EXT. HINKLEY FIREHOUSE - NIGHT

     The lot is filling with more cars and trucks; headlights
     criss-cross each other as people pull in from all directions.

     INT. ERIN'S HOUSE - NIGHT

     Erin's sitting up now, jiggling her knee, unable to sit
     still.  She checks her watch again.  6:30.  She can't take
     it.  She throws off the blanket and gets up.

                               ERIN
            Come on, kids, we're going for a ride.

     INT. HINKLEY FIREHOUSE - NIGHT

     CLOSE ON HANDS.  As people stream in, they are each handed a
     release form with a space for a signature on the bottom.

     INT. HINKLEY FIREHOUSE - LATER

     It's sweltering.  The room, packed with plaintiffs, hums with
     horse flies and tension.  People are fanning themselves with
     the release forms.  Potter's addressing them from a raised
     platform.  Ed, Theresa, and Andrew are seated behind him.

                               POTTER
            Binding arbitration isn't all that different
            from a trial.  It's overseen by a judge.
            Evidence is presented in much the same way.

     EXT. FIREHOUSE - NIGHT

     One more car pulls into the lot.  It's Erin's Chevy.

     INT. ERIN'S CAR - NIGHT

     Erin unbuckles her seat belt.

                               ERIN
            Stay in the car, babies, I won't be long.

     EXT. FIREHOUSE - NIGHT

     Erin gets out of the car, looks around, then goes over to a
     window and looks in at the packed meeting.

                               PLAINTIFF (O.S.)
            And then a jury decides?

                               POTTER (O.S.)
            No, sorry, I should have mentioned that.
            There's no jury in binding arbitration.  No
            jury, and no appeal.

     She climbs up on an old wagon for a better view.

                               BOB LINWOOD (O.S.)
            No appeal?  So what are our options if we
            don't like the result?

                               POTTER (O.S.)
            Well -- you have none.  The judge's decision
            is final.  But I really don't anticipate
            that as a problem.

     INT. FIREHOUSE - NIGHT

     Now, in addition to the stifling heat, the large room is
     thick with mistrust.  People are shifting in their seats,
     whispering to each other.

                               TOM BROWN
            You don't even know what it's gonna be; how
            do you know we're gonna like it?

     Agreeing MURMURS ripple through the crowd.

                               POTTER
            As I said before, it will definitely be
            somewhere between 50 and 400 million
            dollars.

                               MANDY BROWN
            Which?  There's a big difference there.

                               POTTER
            I wouldn't want to speculate at this point.

                               MANDY BROWN
            Ed -- what do you think it'll be?

     Potter turns around and looks at Ed seated behind him.

                               ED
            I think ... Kurt's right.  We shouldn't
            speculate.

                               MANDY BROWN
            So then, what, that mystery number's divided
            up at the whim of some judge --

                               POTTER
            Judges don't make decisions based on whim,
            ma'am.  They make them based on precedent
            and evidence.

     The GRUMBLE of discontent has overtaken the room.  More
     whispering, more movement.

     EXT. FIREHOUSE - NIGHT

     Erin watches the meeting fall apart.  It's driving her crazy.

                               ERIN
            Fucking idiot --

     INT. FIREHOUSE - NIGHT

     Potter sees he's losing them, too.  Tries to gain control.

                               POTTER
            Look.  Everyone.  Is this a big decision?
            Absolutely.  But I do believe that if you
            put a little faith in the system, you'll be
            quite pleased with the outcome.

     Ted Daniels gets up from his seat.

                               TED DANIELS
            Mr. Potter, if you knew me from Adam, you'd
            know that being pleased isn't an option for
            me anymore.  Now don't take this personally,
            sir, but I've never seen you before in my
            life.  I'm not about to put my faith in
            anything just cause you tell me to.

     He drops his agreement form, unsigned, then takes Rita's hand
     and heads for the door.

     EXT. FIREHOUSE - NIGHT

     Meeting's over.  The plaintiffs stream out of the firehouse.
     Cars start up, headlights flick on.  People pull away.

     INT. FIREHOUSE - NIGHT

     Everyone has left.  Erin enters and looks around.  The floor
     is littered with rejected, unsigned release forms.

     She thinks for a moment, then gets an idea.  She picks up a
     release form, and leaves the firehouse.

     EXT. MINI MALL - NIGHT

     Everything's closed, except the KINKO'S store at the far end.
     Erin's truck pulls into the parking lot.

     INT. KINKO'S - NIGHT

     A BORED EMPLOYEE is at the register, painting with Wite-Out
     on a blue piece of paper.  Erin enters, dragging her kids.

                               ERIN
            Can I have one of those counter thingies,
            please?

     The Employee gives it to her.  Erin crosses to the copiers.
     She slips the release form into one, then taps in the number
     of copies: 635.  Presses "START."  The machine WHIRS to life.

     EXT. HINKLEY MOTEL - NIGHT

     Erin's Chevy pulls into the parking lot.

                              MATTHEW (O.S.)
            I don't want to stay here.  It smells.

     INT. HINKLEY MOTEL ROOM - NIGHT

     Erin is entering the crappy motel room with her kids.

                               ERIN
            We got no choice.  I'm not gonna make it
            home tonight.  Now go wash up and climb into
            bed.

     As the kids wander toward the bathroom, Erin picks up the
     phone and dials.  RING, RING.

                               GEORGE (O.S.)
            Hello?

                               ERIN
            Hi.  It's me.
                        (silence)
            I got a favor to ask you.

                               GEORGE (O.S.)
            I don't do favors for you anymore.

                               ERIN
            It's not for me; it's for my kids.  You're
            the only one I trust them with.

     EXT. HINKLEY MOTEL - DAY

     Very early.  Erin is visible in the motel office, talking to
     the clerk, when George's motorcycle pulls into the lot.  She
     turns around and sees him pulling up next to her Chevy.

     EXT. ERIN'S MOTEL ROOM - DAY

     Erin comes up to him, hands him a key.

                               ERIN
            I got you your own room.

     He takes it, glances toward the motel room.

                               GEORGE
            They up?

                               ERIN
            Hunh-uh.  Not yet.
                        (awkward beat)
            Look, don't take any of 'em on your bike,
            okay?  Call a cab if you wanna go somewhere.

     She hands him a wad of cash.

                               GEORGE
            How long's this whole thing gonna take?

                               ERIN
            I don't know.  Few days.
                        (beat)
            Thanks for helping me.  I appreciate it.

     He nods.  She gets into her car.  Before closing the door,
     she turns back to him.

                               ERIN
            And I miss you.

                               GEORGE
            Yeah, well -- good help is hard to find.

     She sees how mad she's made him.  Takes a beat.

                               ERIN
            I treated you real bad, George.  I know
            that.  But, my problem was -- I never been
            with anyone who deserved better than that.
            You're the first nice guy who ever liked me.

     George softens, shifts.  He steps toward the truck and gently
     closes her door, so he's standing close to her.

                               ERIN
            I just ... didn't know how to handle it.
            That's all.

     He thinks about this.  Finally:

                               GEORGE
            Think you could learn?

                               ERIN
                        (with a smile)
            You know me.  I pick things up real fast.

     He smiles back at her, nods, then tenderly brushes a piece of
     hair out of her eyes.

                               GEORGE
            You shouldn't be driving around, you know.
            You're sick.

                               ERIN
            Yeah, but I'm gonna get better.  A lot of
            these folks aren't.

     He nods, understanding.  Then he taps the side of her truck
     and turns toward the motel room.  She puts the truck in gear
     and pulls out.

     EXT. HINKLEY, COMMUNITY BOULEVARD - DAY

     Erin's Chevy is bombing down the road.

     INT. ERIN'S CAR, BACK SEAT - DAY

     There are two boxes there -- one full of unsigned release
     forms, the other empty.

     EXT. DONNA'S NEW HOUSE - DAY

     Donna's gardening out front, her head wrapped in a scarf to
     cover her chemo-thinning hair, when Erin's Chevy pulls into
     the driveway.  Erin gets out, goes to the back of the truck,
     gets two of the release forms, then heads over to Donna.

     INT. DONNA'S HOUSE, LIVING ROOM - DAY

     Erin is sitting with Pete and Donna.

                               DONNA
            I don't know, Erin -- the way he was talking
            to us, telling us everything was gonna be
            fine -- I just didn't trust him.

                               PETE
            And after all we been through -- no jury, no
            appeal.  It just makes me nervous.

                               ERIN
            I understand all that. And I don't wanna
            force you into anything.  If you don't want
            to sign, that's fine.  But why don't we talk
            it over a little, cause I'd sure hate for
            you to turn this down for the wrong reasons.

     EXT. DONNA'S HOUSE - DAY

     The door opens.  Erin emerges, holding two signed agreements.
     Donna is letting her out.

                               ERIN
            You wouldn't happen to have a little time
            right now, would you, Donna?

                               DONNA
            For what?

                               ERIN
            Well, I was gonna head over to the Browns
            now.  I was thinking -- Mandy really values
            your opinion ...

     INT. MANDY'S HOUSE, LIVING ROOM - DAY

     Erin, Donna, Mandy, and Tom are seated on the sofas.  Mandy
     signs an agreement.  Hands the pen to Tom, who also signs.

     EXT. LINWOODS' HOUSE - DAY

     From outside, we see Erin at the kitchen table with Donna and
     Bob and Ruth Linwood, who are listening intently.

     INT. DESOTOS' HOUSE - DAY

     Erin and Donna are leaving, saying good-bye to Mary DeSoto.
     Erin has a signed release form in her hand.

     INT. THE BACK OF ERIN'S CAR - DAY

     DISCO blares.  The two boxes.  The formerly empty one now has
     a small stack of signed release forms in it.  The top one has
     Bob Linwood's signature.

     IN THE FRONT SEAT

     Erin is driving, eating a hamburger, and going over her list
     of plaintiffs.

     EXT. HINKLEY MART - EVENING

     People are going about their shopping.  Rita Daniels is
     stopped, talking with A FEW MORE PLAINTIFFS.

                               RITA
            I thought so, too, but Erin says a trial's
            gonna take years

     INT. THE BACK OF ERIN'S TRUCK - NIGHT

     The signed stack has grown; the unsigned stack has shrunk.
     Erin drops five more agreements into the "signed" box.

     INT. ERIN'S MOTEL ROOM - NIGHT

     In the wee hours.  While her kids sleep, Erin sits at the
     cheap motel room table, going through her forms, organizing,
     alphabetizing.

     INT. ERIN'S MOTEL ROOM - DAY

     CLOSE ON ERIN, fast asleep at the table, her face pressed
     against the linoleum.  There's some NOISE in the room,
     WHISPERING.  Erin stirs and looks around to see George behind
     her, diapering Beth, while Matt and Katie put their shoes on.

                               ERIN
            What time is it?

                               GEORGE
            Real early.  We're just gonna take your car
            to get some breakfast.

     Erin forces herself awake.

                               ERIN
            No, I need my car --

                               GEORGE
            We'll just be a minute.  Get a little more
            sleep.

     He picks up Beth, takes Katie's hand, and calls across the
     room to Matthew.

                               GEORGE
            C'mon, pal.  Leave that alone, we gotta go.

     Erin turns to see Matthew holding one of her release forms.

                               ERIN
            Oh, baby, please don't play with that, okay?
            I got 'em all organized.  Just put it back.

     But he's reading it.  And something has caught his attention.
     He looks up at Erin.

                               MATTHEW
            This girl's the same age as me.

     Erin gently takes the form away from Matthew, wanting to
     shield him from the harsh realities of this case.

                               ERIN
            That's right, sweetheart.

     She replaces the form on top of the stack.

                               MATTHEW
            She's one of the sick people?

                               ERIN
            Yeah.  She is.
                        (beat)
            But you know what?  That's why I'm helping
            her.  So she can get some medicine to make
            her feel better.

     Matthew mulls this over a bit more.

                               MATTHEW
            How come her own mom isn't helping her?

                               ERIN
            Cause her own mom's real sick, too.

     Matthew thinks real hard about this, then heads over to the
     door, where George, Beth, and Katie are waiting for him.
     Before he leaves, though, he turns back to Erin.

                               MATTHEW
            Maybe we'll bring you back some breakfast.
            You want eggs?

     She looks at the group of them, feels their shift toward
     acceptance.  Smiles, moved.

                               ERIN
            Eggs'd be great, baby.  Eggs'd be perfect.

     INT. ERIN'S TRUCK - DAY

     Erin's driving along a dusty Hinkley road, eating cold eggs
     out of a take-out container with her fingers.

     EXT. FIREHOUSE - DAY

     Morning.  A GROUP OF MEN are arriving at work.  Erin's truck
     pulls up.  She grabs some release forms from the truck and
     wanders up to the men.

                               ERIN
            Hey, y'all.  How you all doing today?

     INT. THE BACK OF ERIN'S TRUCK - DAY

     She tosses eight more agreements in the signed stack.

     EXT. HINKLEY ELEMENTARY SCHOOL - DAY

     Morning drop-off time.  Erin is handing out release forms zo
     a GROUP of MOTHERS who just dropped off their kids.

     EXT. HINKLEY MART - NIGHT

     Erin is leaning on the hood of her truck, going down her list
     of plaintiffs, checking off the ones who have already signed.

     INT. LOST CAUSE SALOON - DAY

     Another day.  Erin has set up shop here and is at a table
     with about FIVE PLAINTIFFS, all reading agreements.  MIKE
     AMBROSINO enters.  Erin spots him.

                               ERIN
            Mike!  I been looking all over for you.
            Come here, I wanna talk to you.

     INT. BACK OF ERIN'S TRUCK - NIGHT

     The signed stack is getting bigger.

     INT. BACK OF ERIN'S TRUCK - DAY

     And bigger.

     INT. BACK OF ERIN'S TRUCK - DAY

     And still bigger.

     EXT. LOST CAUSE SALOON - NIGHT

     CLOSE ON ERIN'S TRUNK.  A bunch more forms get thrown onto
     the signed stack, which is now much higher than the unsigned.

                               ERIN (O.S.)
            I'm gonna head out to Barstow and talk to
            some folks out there tonight.

     WIDEN TO REVEAL Erin talking on a nearby pay phone.

                               GEORGE (O.S.)
            Promise you'll turn around if you get tired.

                               ERIN
            I will.  Bye.

     She hangs up.  As she turns to get into her car, she finds
     herself face-to-face with the Man in the Dark Glasses.

                               ERIN
            Jesus!

     He's just standing there, a foot away, blocking her exit.
     She recognizes his truck as the one that chased her.

                               ERIN
            Okay, what're you gonna do?  You gonna kill
            me?  Dump my body in a ditch somewhere?  Or
            maybe you just wanna inject me with some
            poison too -- why change tactics at this
            stage of the game?
                        (beat)
            Get outta my way, you make me sick.

     She pushes past him.  But he grabs her by the arm.  He's a
     big guy; it's a strong grab.  Now she's scared.  For a
     moment, he does nothing.  Just looks at her.  Then:

                               DARK GLASSES
            If PG&E made someone destroy a whole lot of
            documents -- would that matter to you?

     Erin takes a beat, realizing she completely misread him.  She
     gently pulls her arm away.

                               ERIN
            Well ... I guess that depends on what the
            documents were.
                        (she takes a beat)
            I'm sorry -- I didn't get your name.

                               DARK GLASSES
            Embry.  Charles Embry.

     INT. LOST CAUSE SALOON - NIGHT

     Erin and Embry are the only patrons.  Erin's eating a burger.
     Embry has a beer.  He's talking quietly, not looking at her.

                               EMBRY
            I was working in the compressor, and out of
            nowhere the supervisor calls me up to the
            office and says, we're gonna give you a
            shredder machine, and send you on down to
            the warehouse.  We want you to get rid of
            all the documents stored out there.

                               ERIN
            Did he say why?

                               EMBRY
            Nope.  And I didn't ask.

                               ERIN
            Did you get a look at the stuff you
            destroyed?

                               EMBRY
            Well, it's pretty boring work, shredding --
            you gotta find some way to entertain your
            mind.  So yeah, I took a look.

                               ERIN
            And ...?

                               EMBRY
            There was a lot of dull stuff -- vacation
            schedules, the like.
                        (beat)
            But then there were a few memos about the
            holding ponds.  The water in them.  They had
            readings from test wells, stuff like that.

     Erin tries to hide her excitement at this information.

                               ERIN
            And you were told to destroy those?

                               EMBRY
            That's right.

     Destruction of evidence.  Pretty big deal.  Erin plays it
     down.  Wipes her mouth with her napkin, takes a sip of beer.

                               EMBRY
            Course as it turns out, I'm not a very good
            employee.

                               ERIN
            What do you mean?

                               EMBRY
            Well.  There were a few documents that I
            somehow didn't get around to shredding.
                        (beat)
            That I kept instead.

     Erin stops, mid-bite.

     INT. EMBRY'S GARAGE - NIGHT

     He's dug out an inch-high stack of documents.  Erin looks
     them over, stunned.  Embry is standing apart from her, hands
     shoved deep in his pockets.

                               ERIN
            How come you didn't say anything when you
            found these things?

                               EMBRY
            At the time, I thought, I got six kids, some
            of 'em want to go to college.  I can't
            afford to lose my job.  I told myself I was
            being honorable.
                        (beat)
            But there's nothing honorable in what I did.
                        (beat)
            Maybe that's why they picked me for the job.
            Maybe they knew what kind of man I was.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Rosalind is at the desk.  Anna, Brenda, and Jane are helping
     themselves to coffee.  Erin enters, with a big box in her
     arms and a whole lot of attitude.

                               ERIN
            Hey, Ros, where are they?

                               ROSALIND
            In the conference --

     But Erin's spotted them and headed off before Rosalind can
     finish.  Anna, Brenda and Jane notice the purpose in her
     gait.  They watch her with interest.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     The table is covered with boxes of documents: the anticipated
     slew of paper that PG&E is sending them.  Ed, Kurt, Theresa,
     Andrew and ABOUT FIVE PARALEGALS are sifting through them.

     Erin breezes in like sunshine.

                               ERIN
            Morning!

                               ED
            Erin?  What are you --

                               ERIN
                        (ignoring Ed)
            You know what, Mr. Potter?  I completely
            forgot your birthday this year.  And seeing
            as how you've been so good to me, I think
            that is a terrible oversight.  So what I
            been doing over the last few days is I've
            been putting together a present for you.

     She plunks the box down on the table.  Potter opens the top
     of the box.  Looks in.

                               ERIN
            635.  They all signed.  Every single one.

     IN THE DOORWAY, Anna, Brenda and Jane appear, wondering
     what's up.  A huge smile of appreciation slowly spreads
     across Ed's face.

                               ED
            Ho - ly - shit.

                               ERIN
            Oh, now don't get all jealous, Ed.  I got a
            little something for you, too.

     Erin hands Ed a manila envelope.  He opens it.

                               ERIN
            Internal PG&E documents, all about the
            contamination.  The one I like best says,
            and I'm paraphrasing here, but it says yes,
            the water's poisonous, but it'd be better
            for all involved if this matter wasn't
            discussed with the neighbors.  It's to the
            Hinkley station, from PG&E Headquarters.
            Stamped received, March, 1966.

     Potter and Theresa reel.  Ed shakes his head in disbelief.

                               POTTER
            Where did -- how did you do this?

                               ERIN
            Well, what with me not having any brains or
            legal expertise, I just went on up there and
            performed sexual favors.  635 blow jobs in
            five days.  Whew, am I ever tired.

     And she struts out of the room, leaving everyone slack-jawed.
     The CLIP CLIP CLIP of her heels carry her away.

     EXT. MASRY & VITITOE BUILDING, HALLWAY - DAY

     Erin comes out of the office, flushed with success, and heads
     down the hall.  She presses the elevator button.  The doors
     open.  As she steps on, Ed comes out of the office.

                               ED
            Hey!

     Erin puts her hand in the door, keeping it from closing.  He
     stares at her, in awe.

                               ED
            I don't know what to say.

                               ERIN
            Say you were wrong.

                               ED
            I was wrong.

                               ERIN
            Say you shortchanged me and you shortchanged
            yourself.

                               ED
            I did.  Both.

                               ERIN
            Say you'd be the luckiest son of a bitch on
            Earth if I didn't up and quit over all this.

                               ED
            The luckiest son of a bitch in the universe,
            Erin.  The luckiest son of a bitch in
            history.

     He looks down the hall at her, standing so tall and proud in
     the elevator.  He walks toward her, stops right outside the
     elevator.

                               ED
            But I know you're not gonna quit on me.

                               ERIN
            How do you know that?

                               ED
                        (with a smile)
            Cause you got a little voice in your head
            saying, do the right thing.  Give him
            another chance.

     Of course she will.  She releases her hand so he won't see
     her smiling.  Ed watches the doors close.

                                                  DISSOLVE TO:

     EXT. PCH - DAY

     One of those days when the bay sparkles like a glitter ball.

     Erin's Chevy moves up the PCH.  DISCO music emanates from it.

     INT. ERIN'S CHEVY - DAY

     Erin's at the wheel.  Time has passed -- her hair's a little
     different.  She's singing along with "Funky Town."

     EXT. BEACH PARKING LOT - DAY

     Erin gets out of her new truck, looks, sees the Irvings in a
     little cluster.  Donna's under an umbrella.  Pete is
     slathering on sunscreen.  The two girls zip out toward the
     water.  Erin waves.  Pete and Donna spot her, wave back.

     EXT. BEACH - LATER

     Donna is standing at the edge of the water, watching her
     girls boogie board in.  Erin comes up behind her.

                               ERIN
            How you feeling today?

     Donna turns, sees her.  Smiles.

                               DONNA
            It's a good day.  I feel good.

                               ERIN
            Well, then -- if you're feeling up to it,
            maybe we should talk shop.

     Erin sits down on a rock.

                               ERIN
            The judge came up with a number.

                               DONNA
            A number for the whole group, or for us?

                               ERIN
            Both.

     Donna sits down next to her.

                               ERIN
            He's making them pay the maximum.

     Tears of vindication spring to Donna's eyes.

                               DONNA
            Oh, my God.

                               ERIN
            And he's making them give five million of it
            to you all.

                               DONNA
            Five million dollars?

                               ERIN
            Five million dollars.

     She reels.  After a breathless beat:

                               DONNA
            I don't even know how much money that is.

                               ERIN
            It's enough -- for whatever you need, for
            whatever your girls need, for whatever your
            girls' girls need -- it'll be enough.

     Donna wipes the tears off her face, then watches the light
     flickering off her girls playing in the surf.

                               DONNA
            I can put them in a good school.

                               ERIN
            Any school you want.

                               DONNA
            And get someone to help around the house.

                               ERIN
            Yup.

                               DONNA
            Oh my God.  Oh my God.

     Donna is overwhelmed.  Erin pulls her close.

                               DONNA
            Oh, my God.

     EXT. MASRY & VITITOE'S NEW OFFICE BUILDING - DAY

     Now this is where the hot lawyers work.  A gleaming testament
     to power.

     INT. MASRY & VITITOE'S NEW OFFICE - DAY

     Boxes everywhere.  They just moved in.  Everyone is unpacking
     at his or her desk.  Rosalind is manning the new phones.

                               ROSALIND
            Masry & Vititoe, can I -- shoot!

     She lost them.  Her reaction indicates this isn't the first
     time.  The front doors open and Erin enters.

                               ERIN
            Hey, Ros.  Nice view, huh?

                               ROSALIND
            Yeah, I'm gonna start sleeping here.
                        (into phone)
            Masry & Vititoe, can I -- damn it.
                        (calling out)
            Does anyone know anything about these
            phones?

     Erin heads on down a hall to:

     INT. ED'S NEW OFFICE - DAY

     A beautiful corner office.  Ed is unpacking when Erin enters.

                               ERIN
            Careful you don't spit from here; you could
            kill someone.

                               ED
            You see your office?

                               ERIN
            Yeah.  Yours is nicer.

                               ED
            Oh, okay.  Here it comes.

                               ERIN
            Here what comes?

                               ED
            The extortion, the threats ...

                               ERIN
            I wasn't gonna --

                               ED
            "I can always find someplace else to work.
            Someplace that'll pay me a fortune and give
            me a view of the French Riviera ..."

                               ERIN
            Ed, I swear, I'm not --

                               ED
            Okay, fine.  Fine  You backed me into a
            corner again.  You're holding me hostage ...

     He reaches into his breast pocket, pulls out a check.  Hands
     it to her.

                               ERIN
            What is that?

                               ED
            Take it.

     Erin does.  Looks at it.  Her eyes bug out.

                               ERIN
            Two million dollars?

                               ED
            The firm took in sixty.  That's three
            percent.  Seemed like a fair bonus to me.

     She stares at it, speechless.  He goes back to unpacking

                               ED
            Oh, now I suppose you're gonna say it's not
            enough.  Well, tough, Erin.  Too goddamn
            bad.  Cause this is absolutely, positively
            where I draw the line.

                                                  FADE OUT.

                               THE ENDERIN BROCKOVICH
                           A True Story

                                by

                          Susannah Grant





                                                  February 1, 1998






     EXT. SOUTHERN CALIFORNIA SUBURB, MAIN DRAG - DAY

     Palms sway ... the sun washes everything in yellow ... cars
     motor down either side of the landscaped median ... the calls
     of mockingbirds mingle with the BLIP BLIP of car alarms.

     ON THE SIDEWALK, a SKATEBOARD CA-LUNKS down the sidewalk,
     past the foot traffic of Southern Californians: flip-flops,
     Doc Marten's, Rollerblades, Nikes ... then, in the middle of
     this pedestrian normalcy, a pair of IMPOSSIBLY HIGH SPIKE-
     HEELED PUMPS struts out of a shop.  So high it hurts to look
     at them.  As the shoes leave frame, we TILT UP and see
     they're leaving a 99-cent store.

     As the Pumps turn and head up the street, we see they are
     connected to a pair of IMPOSSIBLY LONG, SHAPELY LEGS.
     Eveready legs -- they just keep going and going.

     They saunter past two BUSINESSMEN on a lunch break.  The men
     pause and glance as men tend to when they see a beautiful
     woman.  In fact, everyone this woman passes lets their eyes
     rest on her a microsecond longer than usual.

     - Two SKATEBOARDERS note the STRETCHY MICRO-MINI skimming the
     tops of her thighs.

     - A MAILMAN spots the BIG, DARK SUNGLASSES tucked into a
     MOUNTAIN OF BIG, BLOND HAIR.

     - A PRE-TEEN GIRL glimpses the PLUNGING NECKLINE of the
     TIGHT, BRIGHT RED MIDRIFF-BARING BUSTIER.

     It isn't until she rounds the corner at the end of the block
     that we see her entire figure and appreciate why everyone is
     so goggle-eyed.  Eye-catching is an understatement.  All
     those folks who say Barbie's proportions are unrealistic have
     obviously never met ERIN BROCKOVICH.

     EXT. AROUND THE CORNER - DAY

     A side street.  No pedestrians, just parked cars.  A PARKING
     TICKET flaps under the wiper of an old Hyundai.

                               ERIN
            Fuck.

     Even when she talks dirty, there's a heartland goodness to
     her voice.  Like Kansas corn fields swaying in the breeze.

     As she grabs the ticket from the windshield, her sunglasses
     accidentally CLATTER to the ground.

                               ERIN
            Shit.

     When she picks them up, a fingernail snags on the pavement.

                               ERIN
            God damn it.

     She tends to the nail as she opens her car door and gets in.

     WIDER ON THE STREET

     The Hyundai starts it up, signals.  Then, just as it pulls
     slowly out into the street, a JAGUAR barrels around the
     corner, accelerating out of the turn, and rams into the side
     of Erin's car, sending it CAREENING into the median.  It
     SMASHES into a foot-thick lightpost.  And stops.

     EXT. MASRY & VITITOE - DAY

     A boring building on a boring block in the Valley, surrounded
     by strip malls.  Definitely not where the power lawyers work.

                               ROSALIND (O.S.)
            Morning, Mr. Masry.  How you doing today?

     INT. MASRY & VITITOE, RECEPTION - DAY

     Generic.  Cottage cheese ceilings, motel art.  A sign over
     the reception desk reads: MASRY & VITITOE, ATTORNEYS AT LAW.

     ED MASRY, senior partner, slumps by ROSALIND, his chipper
     receptionist, with a cup of coffee in his hand.  He's in his
     mid-50's, compact and -- even though it's only 9 AM --
     already rumpled.

                               ED
            Don't ask that on Mondays, Rosalind.

     Whatever passion he once had for the personal injury law that
     is his career has long since dissipated.  He trundles off
     toward his office.

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - DAY

     Ed's secretary BRENDA -- 50's, jaded, hates her job, but what
     can you do? -- is on the phone when Ed rounds the corner.
     She puts the call on hold, turns to Ed.

                               BRENDA
            Tony Marvin.

                               ED
            Oh, Jesus.  Who's responsible for his pain
            and suffering this time?

                               BRENDA
            His dry cleaners.  You want him?

                               ED
            What do you think?  What's this?

     He grabs a gift-wrapped bottle off her desk, reads the card.

                               BRENDA
            Tequila.  From your drug dealer friend.

                               ED
            Carlos isn't a friend; he's a client.

                               BRENDA
            He's a low-life.  Speaking of which, that's
            your nine o'clock in there.

     Ed peers into his office.  It's a mess -- papers everywhere,
     unopened mail.  Standing in the middle of the room is Erin,
     in a teensy, leopard-print mini-dress.  As she jiggles a
     spike-heeled foot, everything about her shimmies gloriously.
     Except her head, which is held in place by a neck brace.

                               ED
            Whoa.
                        (to Brenda)
            Remind me.

                               BRENDA
            Erin Brockovich.  Car accident.  Not her
            fault, she says.
                        (sarcastic)
            And she looks like such an honest girl, don't
            you think?

                               ED
            You shouldn't judge, Brenda.

                               BRENDA
            Right.  Lap-dancers are people too.

     As Ed heads into his office, Brenda picks up the phone.

                               BRENDA
            I can't find him, Tony.  We'll have to call
            you back.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Not an office that exudes authority, and Ed's blustery
     entrance only adds to the sense of chaos.

                               ED
            Erin -- hi.  Sorry you had to wait.  Here,
            sit down, sit down.

     He clears a stack of papers off a chair.

                               ERIN
            Thanks a lot.
                        (as she sits)
            I tell you, I never thought just standing
            would take it out of me, but ever since that
            shithead hit me, it feels like my whole
            body's put together wrong.

     Ed gives her a look of pro-forma sympathy.

                               ED
            Jesus, you poor thing.
                        (he sits)
            Well, listen, you came to the right place.
            Whoever did this to you made one hell of a
            mistake, and you and me, we're gonna make
            him pay for it.

     He takes out a pad and paper, gets ready to write.

                               ED
            Why don't you tell me what happened?

                                                  DISSOLVE TO:

     INT. SOUTHERN CALIFORNIA COURTROOM - DAY

     Erin is on the stand, wearing the most conservative thing she
     owns: a red, form-fitting mini dress, telling her story to
     Ed, who's questioning her.

                               ERIN
            I was pulling out real slow, and out of
            nowhere, his Jaguar comes racing around the
            corner like a bat outta hell ...

     She glances at the defendant's table, where a DOCTOR sits
     nobly in surgical scrubs.  His WIFE and two beautiful KIDS
     are behind him.  A frigging Norman Rockwell painting.

     LATER IN HER TESTIMONY:

                               ERIN
            They took some bone from my hip and put it
            in my neck.  I didn't have insurance, so I'm
            about seventeen thousand in debt right now.

     STILL LATER:

                               ERIN
            ... couldn't take painkillers cause they
            made me too groggy to take care of my kids.

     STILL LATER:

                               ERIN
            ... Matthew's six, Katie's four, and Beth's
            just nine months.

     STILL LATER:

                               ERIN
            ... just wanna be a good mom, a nice person,
            a decent citizen.  Just wanna take good care
            of my kids.  You know?

                               ED
                        (oh so moved)
            Yeah.  I know.

     INT. COURTROOM - LATER

     Erin is still on the stand.  But now the doctor's lawyer is
     questioning her.

                               DEFENDING LAWYER
            Seventeen thousand in debt.  Whew.  Is your
            ex-husband helping out?

                               ERIN
            Which one?

                               DEFENDING LAWYER
                        (feigning shock)
            There's more than one?

                               ERIN
            Yeah.  There's two.  Why?

     Erin looks over at the jury.  The personification of
     conservative family values.  Oh, shit.

     LATER IN HER TESTIMONY:

                               ERIN
                        (getting defensive)
            ... not like a career, cause I had my babies.
            But I woulda worked, for sure, if I didn't
            have this neck thing.

     Erin sees a juror staring judgmentally at her short hem.
     Erin gives it a tug, pulling it down a stitch.

                               DEFENDING LAWYER
                        (sarcastic)
            Right.  No doubt.

     Erin sees a few jurors share dubious glances.  Great.

     STILL LATER:

     The defendant's lawyers is on the offensive.  Erin's starting
     to feel the case slipping away.

                               DEFENDING LAWYER
            So.  You must've been feeling pretty
            desperate that afternoon.

                               ERIN
                        (pointed)
            What's your point?

     Ed shakes his head slightly to her -- don't get mad.

                               DEFENDING LAWYER
            Broke, three kids, no job.  A doctor in a
            Jaguar must've looked like a pretty good
            meal ticket.

     Erin sees jurors nodding almost imperceptibly in agreement.
     She's on a sinking ship.

                               ERIN
            What?  Hey -- he hit me.

                               DEFENDING LAWYER
            So you say.

                               ERIN
            He came tearing around the corner, out of
            control --

                               DEFENDING LAWYER
            An ER doctor who spends his days saving
            lives was the one out of control --

                               ERIN
                        (erupting)
            That asshole smashed in my fucking neck!

     INT. COURTHOUSE HALLWAY - DAY

     The door to the courtroom flies open and Erin comes out,
     furious.  Ed follows her as she heads for the elevator.

                               ERIN
            Open and shut?  Open and fucking shut?

                               ED
            If you hadn't used profanity --

                               ERIN
            Oh, please, it was long over by then.  God
            damn, he made me look like some cheap --

                               ED
            I told you the questions might get a little
            personal --

                               ERIN
            Bullshit.  You told me I'd get half a
            million dollars.  You told me I'd be set.

     Ed notices her ranting is starting to draw attention.

                               ED
            Okay -- let's try and settle down here.

                               ERIN
            Settle down?  I got 74 bucks to my name, Mr.
            Masry!  I can't afford to settle down!

     Beat.

                               ED
            I'm sorry, Erin.

                               ERIN
            Yeah?  Well, fuck you.  Sorry doesn't feed my
            kids.

     Erin turns away from him and heads for the stairway.

     EXT. ERIN'S HOUSE - DAY

     A shitty little house in a shitty part of Northbridge.  The
     Hyundai with a bashed-in side pulls up to the curb.

     Erin gets out, takes the mail from her mailbox, then heads
     over to the equally grim house next door and rings the bell.

     A Hispanic woman in her 60's opens the door, holding a white
     baby.  This is MRS. MORALES.

                               MRS. MORALES
            Hi, Erin!  You're back so soon.  How was it?

     She hands Erin the baby.  It's BETH, Erin's 9-month old.
     Erin avoids the question by focusing on her baby.

                               ERIN
            Hi, sweetie.  Were you a good girl?  Where
            are Matt and Katie?

                               MRS. MORALES
            Outside with the sprinkler.  So it's good?

     The truth is too depressing to share.

                               ERIN
            It'll be fine, yeah.

                               MRS. MORALES
            Ai, bueno.  Because I didn't want to tell
            you before, with your worries --

                               ERIN
            What?

                               MRS. MORALES
            My daughter, she's bought a big house with a
            room for me.  I'm going to move in with her.

                               ERIN
            You're moving away?  When?

                               MRS. MORALES
            Next week.

                               ERIN
                        (stunned)
            Wow, that's soon --

                               MRS. MORALES
            I know.  But it's good for me.  Now I can
            help my daughter take care of my grandkids.
            And it's good for you, too.  Now you have
            money, you can find a good babysitter, huh?
            Not the old lady next door.

     Oh, God.  In Erin's arms, Beth starts to COUGH.

     EXT. ERIN'S HOUSE - DAY

     Erin carries Beth up to her house.  As she nears her door,
     she steps on a GIANT WATER BUG.  It crunches under her sole.

                               ERIN
            Ugh.

     Insult added to injury.  She heads up to the house, dragging
     her shoe, wiping off the bug guts.

     INT. ERIN'S HOUSE, MAIN LIVING/DINING SPACE - DAY

     Just as dull inside.  Salvation Army furniture.  A lot of
     beige.  Erin's two older kids, MATTHEW (7) and KATIE (5) are
     at the table.  Beth is in a baby seat.  Erin spoons some Mac
     & Cheese onto their plates, trying to hide her worry.

                               MATTHEW
            I don't like this part, it's all crusty.

                               KATIE
            I like the crust.

     Erin switches the plates.

                               ERIN
            Put your napkins in your laps and eat up.

                               KATIE
            How come you're not eating?

     Cause there isn't enough food.

                               ERIN
            Mamma's gonna eat later.

     From her baby seat on the table, Beth COUGHS some more.
     Thick, sick-sounding coughs.  Erin looks at her.

                               ERIN
            Don't go getting sick on me, baby.  Okay?

     INT. ERIN'S BATHROOM - NIGHT

     The shower and sink are both on full, filling the room with
     STEAM.  Erin is seated with COUGHING, CRYING Beth on her lap,
     trying to steam the illness out of her.

                               ERIN
            It's gonna be okay, sweetheart.  I promise.

     But her face doesn't look like she believes it.

     EXT. DRUGSTORE - DAY

     Matt and Katie are messing around with a gumball machine.

     INT. DRUGSTORE, AISLE - DAY

     Erin is holding Beth, wandering the aisles.  She stops at the
     medicines, thinks for a long moment, then, hating herself,
     glances to make sure no one's looking, and picks up a bottle.

     INT. DRUGSTORE, AT THE REGISTER - DAY

     As a CUSTOMER steps away from the register, Erin steps up
     with the bottle in her hand and smiles at the CHECK-OUT LADY.

                               ERIN
            Hi, remember me?  I was in yesterday.  Bought
            a whole mess of stuff?  Round about five?

                               CHECK-OUT LADY
            Honey, it's a zoo here at five.  I'm lucky
            if I even see a face, much less remember it.

                               ERIN
            Oh, shoot, yeah, I guess that'd be tough.
            Well, listen, I meant to buy my baby here
            some medicine, and by the time I got home, I
            realized I'd bought the adult stuff by
            mistake.  And now, wouldn't you know, I
            can't find the receipt.  I was wondering --
            could I maybe exchange it anyway ...

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Erin feeds Beth her medicine, feeling miserable about it.

                               ERIN
            Just remember.  No matter what your Mamma
            does, lying and stealing is real bad.  I
            don't ever wanna hear you doing something
            like that ...

     On the table beside her sit the classifieds.  Row after row
     of want ads circled, then X-'d out in red.  A WATER BUG
     crawls across the edge of the paper.

                               ERIN
            ... Cause there's no excuse for it, you hear
            me?  No excuse at all.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Midday.  Ed enters with a cup of coffee in his hand.  As he
     heads to his desk, he trips on a box of files.  Coffee
     sloshes out of his cup, onto his shirt.

                               ED
            Damn it!
                        (calling out)
            Brenda!

     She pops her head in.

                               BRENDA
            Yeah?

     He grabs a tissue, swabs his shirt, then kicks at the box.

                               ED
            What the hell is this doing here?

                               BRENDA
            It's those files you asked for.

                               ED
            I didn't mean for you to leave them in the
            middle of the floor.  Jesus.  Look at me.
            What do I have this afternoon?

                               BRENDA
            Nothing you can't show up for with a stain.

     As Ed checks his reflection in the glass wall of his office,
     he notices, on the other side:

     ERIN, standing in the middle of the secretaries' area, in a
     miniskirt and leather bustier, talking to MARIO, the firm's
     mentally challenged office boy.  Mario heads away from her.

                               ED
            What's she doing here?

                               BRENDA
            Who?

     Ed goes to his office door and waves Mario over.

                               ED
            Hey -- Mario -- what's she doing here?

                               MARIO
            She works here.

     Ed looks back at her -- what the hell?

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     The support staff -- mostly middle-aged women -- are all
     stealing glances at Erin.  Ed comes up to her, all friendly.

                               ED
            Erin!  How's it going?

     Up close, the wear and tear of worry show on her face.

                               ERIN
            You never called me back.  I left messages.

                               ED
            You did?  Wow, sorry about that.
                        (beat)
            Listen, Mario's a little not so bright.  He
            seems to think that you said --

                               ERIN
            There's two things I can't stand, Mr. Masry.
            Being ignored, and being lied to.  You did
            both.

     Glances skitter between the secretaries -- get a load of
     this.  Ed lowers his voice.

                               ED
            I never lied.  I may have miscalculated --
            that happens sometimes, but --

                               ERIN
            You said things would be fine, and they're
            not.

                               ED
            I'm sorry about that.  Really.  But --

                               ERIN
            I don't need pity.  I need a paycheck.  And
            I've looked, but when you've spent the last
            six years raising babies, it's real hard to
            convince someone to give you a job that pays
            worth a damn.  So I figure, since you're the
            one who said I was gonna be okay, you should
            be the one to hire me.

     Ed sees everyone watching him, listening.

                               ED
            I'd love to help, Erin, but I'm sorry, I
            have a full staff right now, so --

     He starts to escort her out, but she stays put.

                               ERIN
            Bullshit.  If you had a full staff, you'd
            have time to return your damn phone calls.

     She's backing him into a corner here.  He shifts gears.

                               ED
            Okay, look.  If you really want to apply for
            a job here, you can do it the way everyone
            else does.  Send in a rÈsumÈ, make an --

                               ERIN
            I'm not everyone else, Mr. Masry.  I'm
            someone you made promises to that you didn't
            deliver on.  I trusted you.  With my kids'
            well-being.  Now, I'm smart, and I'm hard-
            working, and I'll do anything.  But if you
            think I'm leaving here without a job, you
            got another thing coming.

     Ed glances around the room.  Not a whole lot of options here.
     He looks back at Erin.

                               ED
            No benefits.

     INT. MASRY & VITITOE, FILE ROOM - DAY

     A tight office lined with file cabinets and shelves.  ANNA,
     the humorless file clerk, is showing Erin around.

                               ANNA
            ... what we do in here is keep track of all
            the case files.  That way, at any time, we
            can find out a case's status -- where it is
            in the office, stuff like that.  We file 'em
            all here, alphabetically --

                               ERIN
            Oh, hell.
                        (beat)
            I'm dyslexic.

                               ANNA
            That's a joke, right?

     Erin shakes her head, no.  Great, thinks Anna.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     As Anna shows Erin around the office, they pass JANE, the
     bitter office manager, and Brenda, at the coffee area.

                               JANE
            Just last week, he told my sister we weren't
            hiring.

                               BRENDA
            What's your sister look like?

     INT. MASRY & VITITOE, ED'S OFFICE - NIGHT

     Ed is packing up his office.  Erin sticks her head in.

                               ERIN
            Mr. Masry?

     He turns, sees her.

                               ED
            Yeah?

                               ERIN
            I was wondering -- could you tell me who I'd
            talk to about maybe getting an advance on my
            paycheck?  Just -- for the weekend.

                               ED
            Jane's the office manager.  She handles
            payroll and petty cash.  But she leaves early
            on Fridays.

                               ERIN
            Oh.  Okay.  That's okay.

     Ed looks at her a moment, sees that it's far from okay.

                               ED
            Oh, for Christ's sake ...

     He takes out his wallet, looks in.

                               ED
            All I have is hundreds.

                               ERIN
            I don't wanna take your money, Mr. Masry.

                               ED
            Bullshit, you don't.

     He slaps a hundred in her hand and leaves.  When he's gone,
     she looks at the bill -- her life raft -- and gives it a
     great big kiss.

     EXT. BABYSITTER'S HOUSE - NIGHT

     Erin is at the door, taking Beth from the BABYSITTER, a
     shabby, unkempt-looking woman in her 40's.  Katie and Matt
     pull on their backpacks and troop out of the sitter's house.

     EXT. SUPERMARKET - NIGHT

     Erin is leaving the store, carrying Beth in one arm and a bag
     of groceries in the other.  Katie and Matt are each carrying
     a bag of groceries as well.  They are all singing and moving
     with the jaunty step of the newly carefree.  Katie spots a
     flower display outside the store.

                               KATIE
            Mommy, can I get a flower?

                               ERIN
            Sweetheart, you can get a whole big bunch.

     INT. ERIN'S HOUSE, MATT AND KATIE'S ROOM - NIGHT

     A small room with Salvation Army furniture.  A BUNCH OF
     DAISIES is propped in a Ragu jar on Katie's bedside table.
     Matt and Katie are asleep in bed.  Erin looks down at them,
     smiles, then kisses them good-night.

     INT. ERIN'S HOUSE, HALLWAY - NIGHT

     Erin comes out of the bedroom and softly closes the door.
     But just as the handle clicks into place, the house is filled
     with the DEAFENING ROAR of a MOTORCYCLE, REVVING and REVVING.
     It sounds as if it's gonna drive through the wall.

     EXT. ERIN'S HOUSE - NIGHT

     Erin steps out onto her front stoop and looks over at what
     used to be Mrs. Morales's house.  A few MOTORCYCLES are
     parked on the lawn; A FEW BIKERS are drinking beer on the
     stoop; and one asshole is on his bike, REVVING HIS ENGINE.

                               ERIN
            Hey!

     But of course he can't hear her.  She walks over to him,
     stands right in his line of vision.

                               ERIN
            HEY!

     He sees her and kills the engine.  Everything about GEORGE
     HALABY is tough -- his denim, his leather, his bike, his long
     hair.  Everything but his eyes, which twinkle like Santa's.

                               GEORGE
            Well, hello to you, darlin'.

                               ERIN
            What the hell do you think you're doing,
            making all that Goddamn noise?

                               GEORGE
            Just introducing myself to the neighbors.

                               ERIN
            Well, I'm the neighbors.  There, now we're
            introduced, so you can shut the fuck up.

     The guys on the porch chuckle.  Erin turns and starts back to
     her house.  George hops off his bike and follows her.

                               GEORGE
            Ooh, now, see, if I'da known there was a
            beautiful woman next door, I'da done this
            different.  Let's start over.  My name's
            George.  What's yours?

                               ERIN
            Just think of me as the person next door who
            likes it quiet, and we'll get along fine.

                               GEORGE
            Now, don't be like that.  Tell you what.
            How about if I take you out on a date to
            apologize for my rudeness?

     Erin shakes her head in disbelief and keeps walking.

                               GEORGE
            Come on.  Gimme your number, I'll call you
            up proper and ask you out and everything.

     She stops at her porch, turns to him.

                               ERIN
            You want my number?

                               GEORGE
            I do.

                               ERIN
            Which number do you want, George?

                               GEORGE
            You got more than one?

                               ERIN
            Shit, yeah.  I got numbers coming out of
            my ears.  Like, for instance, ten.

                               GEORGE
            Ten?

                               ERIN
            Sure.  That's one of my numbers.  It's how
            many months old my little girl is.

                               GEORGE
            You got a little girl?

                               ERIN
            Yeah.  Sexy, huh?  And here's another: five.
            That's how old my other daughter is.  Seven
            is my son's age.  Two is how many times I
            been married and divorced.  You getting all
            this?  16 is the number of dollars in my
            bank account.  454-3943 is my phone number.
            And with all the other numbers I gave you,
            I'm guessing zero is the number of times
            you're gonna call it.

     She turns and heads inside.  He calls out after her:

                               GEORGE
            How the hell do you know your bank balance
            right off the top of your head like that?
            See, that impresses me.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Morning.  Erin walks in, wearing her usual garb.  She passes
     the coffee area, where Jane, Brenda, and Anna are milling.
     Brenda sees her, gives Anna a nudge.  They both check out her
     short hem.  Anna nudges Jane, who looks as well.  Erin
     glances over just in time to see all three of them staring at
     her judgementally.  She stops in her tracks and stares back.

                               ERIN
            Y'all got something you wanna discuss?

     The women go back to stirring their coffees.  Erin walks on.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is walking into his office with a coffee cup in his hand
     when he trips over the same box of files again.

                               ED
            Damn it!
                        (calling out)
            Brenda!
                        (no answer)
            BRENDA!

     INT. MASRY & VITITOE, FILE ROOM - DAY

     Erin is alone, filing as she talks on the phone.

                               ERIN
            How long's she been crying like that? ...
            Well, she's got that tooth coming in --

     Ed appears in the door, carrying the box of files.

                               ERIN
            Give her a cold washcloth to suck on --
                        (sees Ed)
            I gotta go -- there's a clean one in that
            bag -- I'll check back in a bit.
                        (hangs up)
            Sorry.  My kid --

                               ED
            Where's Anna?

                               ERIN
            Out to lunch with the girls.

                               ED
            Oh.  Huh.
                        (beat)
            Well, look, I got this file I need valued.
            Real estate thing.  A lady has some property
            next to a PG&E plant that PG&E wants to buy.
            I need to know what to ask for it.

     He plunks the box of files on her desk.  She stares at it,
     with no idea of how to go about that.

                               ERIN
            Oh.  Okay.

     He sees her staring at the box.

                               ED
            You do know how to do that, don't you?

                               ERIN
            Yeah.  I got it.  No problem.

                               ED
            Good.

     Ed heads out, but pauses before leaving.

                               ED
            You're a girl.

                               ERIN
            Excuse me?

                               ED
            How come you're not at lunch with the girls?
            You're a girl.

                               ERIN
            I guess I'm not the right kind.

     INT. MASRY & VITITOE, FILE ROOM - NIGHT

     Erin is at her desk, staring bewildered at the files from the
     box Ed gave her, which are now spread across her desktop.
     She sees Anna packing up her things, to leave.

                               ERIN
            Anna?  With this real-estate valuing stuff -
            - could you remind me, cause I'm a little
            confused about how exactly we do that.

                               ANNA
                        (exasperated)
            Erin, you've been here three weeks.  If you
            don't know how to do your job by now, I am
            not about to do it for you.

     EXT. ERIN'S HOUSE - NIGHT

     Katie and Matt are running up to the house.  Erin follows,
     toting Beth under one arm and the box of documents under the
     other.  She steps on another water bug.

                               ERIN
            Ugh.

     As she wipes the bug guts off the bottom of her shoe:

                               GEORGE (O.S.)
            Hey, neighbor, wanna beer?

     She spots George on his stoop, with a six-pack beside him.

                               ERIN
            No.

                               GEORGE
            C'mon.  I bought 'em for you, to make up for
            that night.

                               ERIN
            Return 'em.  Maybe you'll get your money
            back.

     He gets up and follows her to her house.

                               GEORGE
            Now, why're you giving me such a hard time?
            I'm just trying to be a good neighbor.

     Erin turns to him.  The kids are waiting at the door.

                               ERIN
            I had a good neighbor, George.  She was 60
            and Mexican and she watched my kids for
            free.  Something tells me you're not gonna
            be able to measure up to that.

                               GEORGE
            You need help with your kids?  I could
            probably do that.

     George reaches out and grabs the box from under her arm.

                               ERIN
            I'm not gonna leave my kids with you.

                               GEORGE
            Why not?

                               ERIN
            Cause I don't even know you.

                               GEORGE
            Yeah, and whose fault is that?

     He's got a point there.  After a beat:

                               GEORGE
            What, you got so many friends in this world,
            you don't have use for one more?

     INT. ERIN'S HOUSE, LIVING ROOM - NIGHT

     George is on the floor with Matt and Katie, playing War.
     Katie points to the Harley emblem on his leather jacket.

                               KATIE
            What's that stand for?

                               GEORGE
            That's for Harley Davidson.  The best damn
            motorcycle ever made.

     Erin comes in from the kitchen.

                               ERIN
            And if I catch either of you anywhere near
            one, I'll knock you silly.  Go on to bed,
            now -- I'll come tuck you in in a minute.

     They get up ...

                               GEORGE
            Night.

                               KATIE/MATT
            Night.

     ... and head into bed.  George starts cleaning up the cards.

                               GEORGE
            Great kids.

     Erin bends down to help him.

                               ERIN
            Yeah.  I'm probably ruining them.

                               GEORGE
            How?

                               ERIN
            I'm never here.  I gotta leave 'em with this
            weird sitter all afternoon who costs a
            fortune and smells like chicken fat.

                               GEORGE
            I was serious before, you know.  If you need
            someone to keep an eye on them -- after
            school or something -- I don't have a job
            now, so I'm around in the afternoons.

                               ERIN
            Great.  Another deadbeat.

                               GEORGE
            I'm not a deadbeat.  I work when I need to.

                               ERIN
            Yeah?  And what do you do the rest of the
            time, live off your trust fund?

                               GEORGE
            I do construction, which pays real good.
            And I make it last by living cheap.

                               ERIN
                        (with a little laugh)
            I hope that's not supposed to impress me.

                               GEORGE
            Are you this hard on everyone who tries to
            help you?

                               ERIN
            It's been a while.  Maybe I'm just out of
            practice.

                               GEORGE
            Then lemme remind you, the polite thing is
            to say, thank you, that's a real nice offer,
            I don't mind taking you up on it.

                               ERIN
            Why in the hell would you want to watch my
            kids?

                               GEORGE
            Cause I like kids.  I like hanging out with
            them.

                               ERIN
            Right.

     She starts cleaning up the cards.

                               GEORGE
            I do.  I like how they keep it all simple,
            you know?  They don't get all complicated
            about life, like grown-ups do.  A bicycle
            and an ice cream cone -- boom, done, they're
            happy.

     Erin thinks about the offer.

                               ERIN
            You're around every afternoon?

                               GEORGE
            Yup.  Usually working on my bike.
                        (she's tempted)
            No big deal.  If it doesn't work out, you
            can send 'em back to the chicken fat lady.

     Tempting.  Erin looks him over.

                               ERIN
            This isn't gonna get you laid, you know.

                               GEORGE
                        (with a laugh)
            Yeah, we'll just see about that, won't we?

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     The wee hours.  Erin's in a t-shirt, sitting on her mattress
     on the floor.  The paperwork from the box is now spread all
     over the floor around her.  She's reading a letter.

     CLOSE ON THE LETTER

     It's from PG&E, to Donna and Peter Irving.  We see the
     phrases, "purchase your house ...", "fair market value ..."

     CLOSE ON ANOTHER DOCUMENT

     It's a list of comparable house sales in the area.  Owner,
     cost; owner, cost.  Every house is in the $65,000 range.

     From another room, she hears the sound of BETH CRYING.  Still
     reading the file, Erin gets up and goes into:

     INT. ERIN'S HOUSE, BETH'S BEDROOM - NIGHT

     Still reading, Erin gets Beth out of her crib.  Beth quiets.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Erin lies down on the mattress and rests Beth on her chest.
     She sets down the file she was reading and picks up another.

     CLOSE ON THE FILE

     It contains a letter from a Dr. Howard Reeves.  The first
     paragraph contains the phrase "... medical examination of
     Donna and Peter Irving ..."

     Toward the end of the letter, there are two columns.  One is
     headed: "IN RANGE".  The other: "OUT OF RANGE".  Under that
     head appear the following: "lymphocytes, T-lymphocytes,
     natural killer cells, T Helpers, T8 suppresser cells".

     Erin stares at it, confused.

     INT. MASRY & VITITOE, COFFEE AREA - DAY

     Erin is talking to Jane, who's pouring herself coffee.

                               ERIN
            It was in this real estate file I'm valuing.
            And -- see, I know they're the medical
            records from the people selling the house --
            but it talks about things like lymphocytes
            and T8 suppressers.

     Erin sees Ed pass behind Jane.  She lowers her voice, so he
     won't see her asking for help.

                               ERIN
            I mean, it's not a problem or anything, but
            -- I'm just a little unclear on what those
            things are.  I thought maybe you'd know.

                               JANE
            What do I look like, Erin?  A library?

     And Jane walks away with her coffee.

     EXT. UCLA MAIN LIBRARY - DAY

     Large.  Looming.  Very establishment.  Through the windows,
     we see Erin at the desk, talking to a LIBRARIAN.  She has the
     file in her hands.  Over this:

                               ROSALIND (O.S.)
            Masry & Vititoe, can I help you?

                               ERIN (O.S.)
            Hi, Rosalind, this is Erin.  Brockovich.
            From the file room?  I was wondering if you
            could tell Mr. Masry that I'm following up
            on that real estate thing out of the office.

     The librarian gives her directions to somewhere else.

     EXT. UCLA MEDICAL LIBRARY - DAY

     Smaller, but still establishment.  Erin's Hyundai pulls into
     the parking lot.

     INT. UCLA MEDICAL LIBRARY - DAY

     Erin is at the reference desk, eating a candy bar while she
     talks to the LIBRARIAN.  He checks something on the computer.
     A couple of WHITE-COATED MEDICAL STUDENTS pass her, double-
     taking.  They don't see many like her around here.

     INT. UCLA SCIENCE BUILDING, HALLWAY - DAY

     A long, academic hallway lit by fluorescents.  Erin gets off
     an elevator and heads down the hall.  She finds a door with a
     nameplate that reads "Jim Paulsen, Epidemiology" and KNOCKS.

     The door opens and DR. JIM PAULSEN appears.  He's a classic
     scientist: unruly hair, thick glasses.  Nothing like Erin has
     ever shown up at his door.  He reels at the sight of her.

                               ERIN
            Dr. Paulsen?

                               PAULSEN
            Yes?

                               ERIN
            Hi, I'm Erin Brockovich.  I was just over in
            the library there, asking a mess of
            questions about -- I guess they call it
            epidemiology? -- and the fella there told me
            to find you, cause you know all about it.

                               PAULSEN
                        (suspicious)
            Is this a joke?  Did Baxter put you up to
            this?

                               ERIN
            Who's Baxter?

                               PAULSEN
            He did, didn't he?  Baxter!

     BAXTER, another scientist, leans out of a door down the hall.

                               BAXTER
            Yeah?

     Baxter and Erin look at each other.  No recognition, of
     course.  Paulsen is immediately embarrassed.

                               PAULSEN
            Oh.  Oh.

                               ERIN
            No one put me up to anything.  I was just
            hoping I could ask you a couple questions.

                               PAULSEN
                        (mortified)
            Of course!  Oh, gosh, of course --

     INT. PAULSEN'S OFFICE - DAY

     Orderly chaos.  Dr. Paulsen, still recovering, has Erin's
     file in his hands.  Erin is sitting across from him.

                               PAULSEN
            Well, look, there isn't a ton of information
            here, but from what there is, I'd say that
            these two people here -- what are their
            names?  Shanna and Ashley?

                               ERIN
            Right, I guess those are the kids --

                               PAULSEN
            They've both got some immune system problem.
            Can't say what from, whether it's viral or
            genetic or what, but something's wrong.  And
            these guys -- Donna and Peter --

                               ERIN
            Their parents, I'm pretty sure.

                               PAULSEN
            Well, from what this stuff says, I'd say
            they both have some form of cancer.

     Wow.  That's more serious than Erin was expecting.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     CLOSE ON THE FILE on the kitchen counter.  The Irvings' phone
     number is written on the front.  A PHONE IS RINGING.

                               ERIN (O.S.)
            Whoa, whoa!  Easy, easy, easy --

     WIDEN to see Erin, phone to her ear, grabbing a carton of
     juice from Matt and Katie, who are fighting over it at the
     table.  Just as she takes it from them, the phone picks up.

                               DONNA'S VOICE (O.S.)
            Hi!  You've reached the Irvings.  Leave a
            message and we'll get back to you just as
            soon as we can.  Bye-bye.

     BEEP.  Erin thinks a bit, then hangs up and looks at the
     file.  Scrawled on the cover is the Irvings' address, in
     Hinkley, California.

     EXT. L.A. FREEWAY - DAY

     The beat-up old Hyundai heads east out of L.A.  DISCO MUSIC
     blares from its speakers.

     EXT. HINKLEY, CA - DAY

     This is a dry, desolate part of California.  No downtown, no
     community.  Just tract after tract of arid farmland, with
     small, bland, unprotected ranch home cropping up out of the
     landscape like occasional tombstones.

     A beat-up old sign on the road reads: "HINKLEY, CA.  POP: "
     but the  corner where the number would be has broken off.

     As a gust of wind lifts dust from the fields, Erin turns onto
     Community Boulevard, the main road that cuts through Hinkley.

     INT. ERIN'S HYUNDAI - DAY

     Erin looks around.  The house she's passing has been razed.
     A heap of lumber and wires in the middle of the property.

     As she checks the piece of paper with Donna's address, she
     drives by the PG&E COMPRESSOR STATION, a massive gray
     structure of pipes, chimneys and ladders, set way back from
     the road.  Erin passes it without noticing it.

     She stops at an intersection.  The house on the corner has
     been boarded up with plywood.  Erin notices it -- depressing
     -- then turns the corner onto Donna's street.

     EXT. DONNA IRVING'S HOUSE - DAY

     A generic ranch home standing all alone in the middle of
     nothing.  There's a pool out back and a chain link fence
     hugging the property.  No landscaping.  Dull, but clean.  A
     few BOTTLES OF SPRING WATER wait by the door.

     The Hyundai pulls into the driveway and stops.  Erin gets
     out.  As she heads up to the door, her spike heels sink into
     the dirt.  She rings the bell.  It has a melody chime.

     DONNA IRVING opens the door.  She's 35, petite, with a
     scrappy, high-strung manner.  She's wearing tight jeans, and
     her dark curls are piled on top of her head.

                               ERIN
            Hi.  Donna Irving?

                               DONNA
            Yes?

                               ERIN
            I'm Erin Brockovich, from Masry & Vititoe?

                               DONNA
                        (a little surprised)
            You're a lawyer?

                               ERIN
            Hell, no.  I hate lawyers.  I just work for
            them.  You got a minute?

     INT. THE IRVINGS' HOUSE, LIVING ROOM - DAY

     The house is furnished with little money, but lots of care.
     Erin's on a plaid couch, in a sea of needlepoint pillows.
     Out back, two GIRLS, ages 9 and 11, are playing in a pool.

                               ERIN
            This is a real nice place you got here.

                               DONNA (O.S.)
            Well it oughta be, with all the work I put
            into it.

     She comes out from the kitchen with a tray of iced tea.

                               DONNA
            I added air conditioning, put in the pool,
            made all those pillows by hand ...

                               ERIN
            Yeah?  I should learn to do stuff like that.
            They make the place feel real homey.

     Donna corrects the positioning on a couple of pillows.

                               DONNA
            Thank you.  I think so too.  That's why I'm
            being such a stickler on this house price
            thing.  I don't mean to be a pain in PG&E's
            backside, especially after all they've done
            for Hinkley, but I look around here and I
            think, if they want this place, they're
            gonna have to pay for it.  And I don't just
            mean pay for the house; I'd like them to pay
            me for the trouble of starting over.

                               ERIN
            Right.

                               DONNA
            Cause first you gotta move, then there's
            decorating, and if the windows aren't the
            same size, you know -- you're making all new
            curtains.  Honest to God, I don't know if I
            have the energy.  You know, I've been sick.
            Me and Peter both have.

                               ERIN
            Yeah, I'm real glad you brought that up.  I
            was going through your file here, and I ran
            into these medical records.  They kinda
            surprised me --

     This would be the perfect opportunity for many to get self-
     pitying.  But not Donna.  Life's handed her a shitload of
     lemons, and darned if she hasn't made a shitload of lemonade.

                               DONNA
            I know.  They're more than a bit unusual.
            See, two years ago, Pete got Hodgkin's
            disease.  That's a kind of cancer --

                               ERIN
            Yeah, I'm real sorry to hear that.

                               DONNA
            Thank you.  It's in remission now, thank the
            Lord, but you never know.  And then while
            that's going on, I end up having to have a
            hysterectomy.  Plus a whole mess of lumps
            removed from my breasts.  All benign so far,
            but still, no matter how positive you stay,
            an operation can still take it out of you.

                               ERIN
            I'll say.  Holy moley.

                               DONNA
            So the whole idea of selling the house --
            don't get me wrong, I'd be glad to move to
            some better place, but if they aren't gonna
            pay us properly, I just don't see the point.

                               ERIN
            Yeah, I can see that.
                        (beat)
            I guess the only thing that confused me is -
            - not that your medical problems aren't
            important, but -- how come the files about
            them are in with all the real estate stuff?

     Donna tops off their iced teas.

                               DONNA
            Are you kidding?  With how our lives are, if
            I start subdividing files, I'll be sunk.  I
            just kept all PG&E correspondence in one
            place.

                               ERIN
            Right, but -- I'm sorry, I don't see why you
            were corresponding with PG&E about it in the
            first place.

                               DONNA
            Well, they paid for the doctor's visit.

                               ERIN
            They did?

                               DONNA
            You bet.  Paid for a check-up for the whole
            family.  And not like with insurance where
            you pay, then wait a year to be reimbursed,
            either.  They just took care of it.  Just
            like that.  We never even saw a bill.

                               ERIN
            Wow.  Why would they do that?

                               DONNA
            Cause of the chromium.

                               ERIN
            The what?

                               DONNA
            The chromium.  Well, that's what kicked this
            whole thing off.

     INT. IRVING HOUSE, GARAGE - DAY

     CLOSE ON A BOX, with "CHROM INFO" scrawled on it.

                               DONNA (O.S.)
            PG&E came around a few years ago, told us
            they put chromium in our well by mistake.
            And since we shouldn't have to drink it if
            we don't want to, they gave us free spring
            water and offered to buy our house.

     WIDEN to see Donna pulling the box down into the room.

                               ERIN
            What's chromium?

                               DONNA
            It's a chemical they used over at that
            compressor station up the road there.

                               ERIN
            Well, hell, maybe that's why you all have
            been so sick --

                               DONNA
            I thought the same thing, right off the bat.
            That's why we went to see the doctor.  But
            hunh-uh.  Turns out one's got nothing to do
            with the other.

     She rifles through the box.

                               DONNA
            This is the info they gave us.  You'll see
            if you look through it, chromium's good for
            you.  When I saw what they charged for it at
            the health-food stores, I about fainted.

     She hands Erin a printed fact sheet.  Erin scans it.

                               ERIN
            Seems like an awful big coincidence -- your
            water being messed with and you being so
            sick.

                               DONNA
            Not around here.  This is a rough part of
            the world.  Hard times, not a lot of money,
            not a lot of luck.
                        (beat)
            It's a challenge, staying healthy in a town
            like this.  Heck, even our dogs up and die.

     INT. ERIN'S CAR - NIGHT

     Erin's driving away from Donna's house.  A street lamp throws
     light on the box of chromium documents in the passenger seat.

     She gets to an intersection and looks across the street at
     the massive COMPRESSOR STATION.  Six stories high, lit up
     like a Christmas tree, with all sizes of PIPES criss-crossing
     the outside and GIANT COOLING TOWERS sticking up out of it.
     Far more massive than anything else in town, it looms over
     the horizon like the Capitol in D.C. or St. Peter's in Rome.

     Erin takes a long look at the compressor station, then turns
     onto Community Boulevard and drives away.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Erin is holding Beth, making her a bottle, when she hears
     NOISES coming from outside.  She follows them.

     EXT. ERIN'S HOUSE - DAY

     Erin opens the door to find George attaching bars to her
     windows.

                               ERIN
            What're you doing?

                               GEORGE
            Better safe than sorry.

     She shakes her head, amused by his persistence.

                               ERIN
            You want some coffee, George?

     INT. ERIN'S HOUSE, KITCHEN - NIGHT

     George follows Erin in.

                               GEORGE
            I'm gonna put a dead bolt on your front
            door, too.  This isn't exactly the safest
            neighborhood in the world, you know.

                               ERIN
            Thanks for reminding me.

                               GEORGE
            I guess we get what we pay for, huh?

     Erin pours him some coffee, hands it to him.

                               ERIN
            You think it could make you sick, living in
            a place like this?

                               GEORGE
            What do you mean?

     George settles in, helps himself to sugar.

                               ERIN
            I was talking to this lady -- she and her
            husband both got cancer, and she thinks it's
            cause they live in a bad neighborhood.  You
            think that's possible?  That living in a bad
            neighborhood could give you cancer?

     George laughs a little at the thought.

                               GEORGE
            Man, I hope not.  You got enough damn
            problems.

     But Erin's still mulling it over.

     EXT. NORTHRIDGE, ERIN'S BLOCK - DAY

     Erin clips down the block in short-shorts and high-heeled
     boots.  Up ahead a few of DOWN-ON-THEIR-LUCK MEN are out on a
     stoop, drinking their breakfast.  Erin approaches them.

                               ERIN
            Hi, y'all -- how you doing today?

                               MAN 1
            Hangin' in, baby.  How about yourself?

                               ERIN
            I'm okay, I'm just fine.  I was wondering --
            could I maybe ask you a couple questions?

     She settles down on the stoop with them for a chat.

     INT. PAULSEN'S OFFICE - DAY

     Dr. Paulsen and Erin are sitting, talking.  He's thrilled to
     have her back in his office.

                               ERIN
            ... and when I realized our area's just as
            bad as Hinkley, I thought maybe my neighbors
            are all sick too.  So I went and asked.

                               PAULSEN
                        (surprised)
            You did?

     Erin digs a pad of paper out of her bag.

                               ERIN
            Uh-huh.  Spent the last few days knocking on
            doors.  And you know what?  They're not.
                        (reads from the pad)
            I mean, they got problems, but none of this
            cancer stuff.  And their pets are fine.  So
            I don't know -- I just can't shake the
            feeling that it wasn't no multivitamin they
            put in the water.

                               PAULSEN
            Well, if you're talking about contamination,
            you're getting out of my area of expertise.
            Let me give you the name of a toxicologist
            friend of mine over at USC.

     Paulsen reaches for a notepad, scrawls on it.

     INT. UCLA MEDICAL BUILDING, HALLWAY - DAY

     Paulsen is seeing Erin out of his office.

                               PAULSEN
            I gotta say, Erin -- first time I saw you, I
            did not peg you as the kind to go off and
            conduct her own epidemiological study.

                               ERIN
            Don't go telling anyone.  It'll ruin my
            reputation.

     EXT. USC CAMPUS - DAY

     Erin towers over DAVID FRANKEL as she walks across campus
     with him.  He's the grittier variety of scientist: Patagonia,
     Birkenstocks, bushy beard.  He's as dry as dust, and as much
     as Dr. Paulsen responded to Erin, Frankel barely notices her.

                               FRANKEL
            What kind of chromium is it?

                               ERIN
            There's more than one kind?

                               FRANKEL
            Yes.  There's straight-up chromium -- does
            all kinds of good things for the body.
            There's chrom 3, which is fairly benign, and
            then there's chrom 6, hexavalent chromium,
            which, depending on the amounts, can be very
            harmful.

                               ERIN
            Harmful, like -- how?  What would you get?

                               FRANKEL
            With repeated exposure to toxic levels --
            God, anything, really -- respiratory
            disease, liver failure, heart failure,
            reproductive failure, chronic headaches,
            bone or organ deterioration -- plus, of
            course, any type of cancer.

     He rattles it off coolly.  Just facts.  Erin's stunned.

                               ERIN
            So that stuff -- it kills people.

                               FRANKEL
            Oh, yeah.  Definitely.  Highly toxic, highly
            carcinogenic.  Bad, bad stuff.

                               ERIN
            Well, how do I find out what kind of
            chromium is up in Hinkley?

                               FRANKEL
            Have you been to the water board?

                               ERIN
            Hunh-uh.  What's that?

                               FRANKEL
            Every county has one.  They keep records of
            anything water-related within their
            jurisdiction.  You should be able to find
            something there.

                               ERIN
            County water board.  All righty, thanks.

                               FRANKEL
            Good luck.
                        (beat)
            Oh -- I wouldn't advertise what you're
            looking for if I were you ...

     His line continues over:

     EXT. LAHOTAN REGIONAL WATER BOARD - DAY

     Erin's Hyundai pulls up and stops in a cloud of dust.

                               FRANKEL (O.S.)
            ... Incriminating records have a way of
            disappearing when people smell trouble.

     Erin hops out, checks her reflection in the side-view mirror,
     then heads into the building.

     INT. LAHOTAN REGIONAL COUNTY WATER BOARD - DAY

     Drab, government-issue.  ROSS, the bored desk clerk is
     thumbing his way through ROAD & TRACK.  Just as he stops to
     stare at a motor oil ad in which a buxom blonde is straddling
     the hood of a car, the huge door opens and Erin enters.

                               ERIN
            Whew!  Goddamn, that's a heavy door.

     Ross looks up.  It's like the girl from the ad walked right
     off the page.  He jumps up, to help her with the door.

                               ROSS
            Oh, hey -- lemme give you a hand there.

                               ERIN
            Thank you very much.  Aren't you a
            gentleman?  Mr. ...

                               ROSS
            Ross.

                               ERIN
            Ross.  Real pleased to meet you.  I'm Erin.

     She smiles.  He can't believe his luck.

                               ROSS
            Erin.  Cool.  What can I do for you, Erin?

                               ERIN
            Well, believe it or not, I am on the prowl
            for some water records.

                               ROSS
                        (with a laugh)
            You come to the right place.

                               ERIN
                        (laughing along)
            I guess I did.

                               ROSS
            You just tell me what you want to look at
            and I'll be glad to dig 'em out for you.

                               ERIN
            I wish I knew.  It's for my boss.  He's
            fighting his water bill, and he wants me to
            find all manner of bills from all kinds of
            places.  The easiest thing would probably be
            if I just squeezed back there with you and
            poked around myself.  Would that be okay?

                               ROSS
            Heck, yeah.  Come on back.  Just gonna need
            you to sign in here --

     He hands her a pen.  He reads over her shoulder as she signs
     her name -- Erin Pattee Brockovich.

                               ROSS
            Pattee?  That your middle name?

                               ERIN
            Nope.  Maiden.

                               ROSS
                        (disappointed)
            You're married.

                               ERIN
            Not anymore.

     She smiles and winks at him, then goes around the counter
     with him and looks at the stacks and stacks of files.

                               ERIN
            Well.  Here goes nothing.

     She heads down an aisle, reading the spines of the files.
     They're all town names -- Barstow, Victorville, Oro Grande,
     Helendale -- in no particular order.  Finally, Erin spots one
     that says Hinkley.  She pulls it down.

     IN THE FILE 

     are pages and pages of Xeroxed memoranda, letters, charts, 
     graphs, handwritten notes.  All shoved in willy-nilly. 

     INT. ERIN'S HOUSE, MAIN ROOM - DAY

     George is watching a football game on TV.  He's just put TV
     dinners on the floor in front of the Matt and Katie. 

                               MATT 
            Our mom gives us sandwiches on Fridays. 

                               GEORGE
            That's a sandwich. 

                               KATIE
            No, it's not! 

                               GEORGE
            Sure it is.  Here, I'll show you. 

     He picks up Matt's chicken, tears it in two ... 

                               GEORGE 
            Most people think a sandwich's gotta have 
            bread on the outside.  Not true.  Chicken is
            a perfectly good outside for a sandwich.

     ... then places the broccoli neatly between the halves. 

                               GEORGE
            See? 

     Katie and Matthew look at it, then up at George, and smile.
     This guy just might be all right, after all. 

     EXT. WATER BOARD - NIGHT 

     It's gotten dark.  Erin's Hyundai's still there.

     INT. WATER BOARD - NIGHT 

     Erin is on the floor, her legs stretched out in front of her. 
     She has a bunch of files open and spread across the floor.
     The one in her hand has caught her attention. 

     INSERT ON THE PAPER 

     It's a memo titled "CLEAN-UP AND ABATEMENT ORDER" from the
     water board to PG&E.  Erin is concentrating hard on it,
     reading laboriously to herself. 

                               ERIN (O.S.) 
            "... On December 7, 1987, the discharger
            notified the regional board and the San
            Bernardino County Environmental Health 
            Services of the discovery of 0.58 ppm of
            hexavalent chromium in an on-site ground
            water monitoring well ..."
                        (beat)
            ... hexavalent ... 

     INT. MASRY & VITITOE, RECEPTION - DAY 

     CLOSE ON A XEROX OF THE ABATEMENT ORDER.  WIDEN to see it is
     on top of a stack of papers that Erin is carrying as she
     enters the office.  She has an efficient air about her -- a
     sense of purpose. 

     INT. MASRY & VITITOE, FILE ROOM - DAY 

     Erin swoops in, ready to work, only to find her desk cleared
     off.  She turns to Anna, who's already hard at work. 

                               ERIN
            Where's my stuff? 

     Anna looks up. 

                               ANNA 
            Where've you been?

                               ERIN
            What the fuck did you do with my stuff? 

                               ANNA 
            Don't use language with me -- 

     But Erin's out the door before Anna can finish her sentence.

     INT. MASRY & VITITOE, JANE'S OFFICE - DAY

     JANE is at her desk.  Erin barrels in.

                               ERIN 
            Someone stole my stuff. 

                               JANE 
            Nice to see you, Erin.  We've missed you. 

                               ERIN 
            I had photos of my kids, plus a mug -- 

     Jane reaches under her desk for a box, looks through it.

                               JANE 
            -- toothbrush, toothpaste, and a pair of
            hose.  Here. 

                               ERIN
            What's going on? 

                               JANE 
            There may be jobs where you can disappear
            for days at a time, but this isn't one of 
            them.  Here, if you don't do the work, you
            don't get to stay. 

     She hands her the box.  Erin doesn't take it. 

                               ERIN 
            I've been working.  Shit, that's all I've
            been doing.  Ask Mr. Masry.  He knows. 

     INT. MASRY & VITITOE, ED'S OFFICE - DAY 

     Ed's at his desk, dialing the phone when Erin barrels in.

                               ERIN 
            You said to fire me?

     He sets down the receiver. 

                               ED 
            Erin, you've been gone for a week. 

                               ERIN 
            I left a message.  I've been dealing with 
            that real estate thing.  I was gonna write 
            up a whole damn report and --

                               ED 
            That's not how we work here.  You don't just
            leave a message and take off.

     Jane follows her in, still carrying the box of stuff. 

                               ERIN 
            What am I supposed to do, check in every two
            seconds? 

                               JANE 
            Yes.  It's called accountability. 

                               ERIN 
            I am not talking to you, bitch. 

                               JANE
            Excuse me?

                               ED
            Okay, enough -- 
                        (beat) 
            Now, look, Erin -- this incident aside, I 
            don't think this is the right place for you.
            So what I'm gonna do is make a few calls on 
            your behalf.  Find you something else, okay? 

                               ERIN
            Don't bother. 

     She turns to Jane, takes her box, and heads out. 

                               ED 
            Come on, I'm trying to help here. 

                               ERIN 
            Bullshit.  You're trying to feel less guilty
            about firing someone with three kids to
            feed.  Fuck if I'll help you do that. 

     And she leaves. 

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - DAY 

     As Erin heads for the door, pleased glances fly from 
     secretary to secretary.  Erin reaches the door, but can't
     open it with the box in her arms.  She turns to the room. 

                               ERIN 
            I don't suppose any one of you cunts could
            open the fucking door for me. 

     EXT. ERIN'S HOUSE - DAY 

     Erin's Hyundai rumbles to a stop in front of the house.  Erin
     shoves open the creaky, reluctant door, lifts her box of
     stuff off the seat, and gets out. 

     As she walks around the car and toward the house, she runs
     into the MAILMAN.  He hands her a packet of mail. 

                               MAILMAN 
            Here ya go, Miz Brockovich. 

     Erin looks at the top of the stack.  It's the electric bill.

     INT. ERIN'S HOUSE, MAIN ROOM - DAY 

     Erin enters, puts down the box and stares at the mail. 
     Bills, bills, and more bills.  As she throws them on the
     table, she sees George coming out of the kitchen.

                               ERIN
            What are you doing here? 

                               GEORGE 
            Fixing a leak under your sink. 

     She heads into the kitchen, weary and irritated. 

                               ERIN 
            I didn't ask you to do that.  Damn it, 
            George, I don't ask you to do things like
            that. 

     INT. ERIN'S HOUSE, KITCHEN - DAY 

     Erin enters, sees all the cleaning stuff from under the sink
     is spread around the kitchen floor.  A tool box lies open. 

                               ERIN
            Great. 

                               GEORGE
            I'm gonna clean it up. 

     Erin gets down on her knees and starts putting things away. 

                               GEORGE 
            Relax, Erin, I'll do it -- I'm not --

     Before he can finish, a huge WATER BUG runs onto Erin's hand. 

                               ERIN
            Ugh -- Jesus -- 

     She jumps and brushes it off. 

                               GEORGE 
            Yeah -- you had a whole family of those
            things hanging out back there. 

     She takes off her shoe and smacks at the bug, missing it. 

                               ERIN
            Damn it -- 

     The bug skitters away from her, along the floorboard.  Erin
     chases it, smacking at it repeatedly, missing it every time. 

                               GEORGE
            Don't worry about it, I'll get it later. 

     But Erin keeps after it, corralling all her frustrations into
     killing that one bug. 

                               ERIN 
            Come here, you little motherfucker --

     The bug crawls up onto the table, zipping behind the salt,
     the pepper, the napkin holder.  Erin keeps after it, BANGING
     the table harder and harder with each SMACK of her shoe.

                               GEORGE
            Hey, whoa -- relax --
         
     The salt and pepper skid off the table.  The napkins fly from
     their holder.  Just as Erin's about to nail the bug, it slips
     into a crack in the wall and disappears.  Erin hurls her shoe
     at the crack.  It SMASHES into the wall.

                               ERIN
            GOD DAMN IT!

     As Erin stands there staring at the wall, her breath starts
     to come heavily -- those deep breaths that precede tears.
     She slowly slides down into a chair, defeat overcoming her.
         
                               ERIN
                        (almost a whisper)
            ... God damn it.
         
     She looks around at her for-shit kitchen and starts to cry.
         
                               ERIN
            What kind of person lives like this?  Huh?
            What kind of person lets her kids run around
            in a house crawling with bugs the size of
            housecats?
         
                               GEORGE
            It's a simple thing.  Everybody gets them.
            All we gotta do is call an exterminator.
         
                               ERIN
            I can't call an exterminator.  I can't afford
            one.  God, I can't even afford my phone.
                        (beat)
            I got fired.
         
                               GEORGE
            What?  But you been working so hard --
         
                               ERIN
            Doesn't matter.  Doesn't make one bit of
            difference.
                        (then, fragile)
            Oh God, George, how'd this happen to me?
            How'd I end up so ... so nothing?
         
     George picks a napkin up off the floor, hands it to her.

                               GEORGE
            You're not nothing, Erin.

                               ERIN
            Well, I'm sure as hell not what I thought I
            was gonna be.  I was supposed to have one of
            those great lives, with everything all laid-
            out and perfect.  I mean, hell -- I was Miss
            Wichita, for God's sakes.  Did I tell you
            that?  You live next door to a real live
            beauty queen.
                        (wipes her nose)
            I still got the tiara.  I kept it cause I
            thought it meant something.  I thought it
            meant I was gonna do something great with my
            life.  I thought it proved I was gonna grow
            up to be someone.
         
                               GEORGE
            You are someone.

                               ERIN
            No I'm not.  Look at me.  I'm not.

                               GEORGE
            You're someone to me.
                        (beat)
            You're someone real special to me.
         
     He takes a step toward her and kneels in front of her, very
     close.  He takes her shoe from her hand and puts it back on
     her foot.  Then he takes her hands in his and kisses them.
         
                               ERIN
            I'm no good, George.  I make people
            miserable.
         
     But he kisses her anyway.  And for the first time in so long,
     she feels like something other than a failure.  He pulls her
     into him, and she lets herself be pulled.
         
     INT. ERIN'S HOUSE, ERIN'S BEDROOM - DAY
         
     Erin and George are in bed, naked, curled around each other.

                               GEORGE
            Man.  Even your earlobes are beautiful.
         
     He kisses one.
         
                               ERIN
            Don't be too nice to me, okay?  It makes me
            nervous.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY
         
     Ed is at his desk.  The PHONE RINGS.  And RINGS.  And RINGS.

                               ED
            Brenda!
                        (no answer)
            BRENDA!

     Nothing.  Ed growls in frustration, then gets the phone.

                               ED
            Yeah, Ed Masry here ... She doesn't work
            here anymore.  Who's this?
         
     INT. ERIN'S HOUSE, KITCHEN - DAY
         
     CLOSE ON THE TABLE, where Beth is bobbing in her baby chair.
     On one side of her is a heap of bills with "PAST DUE" and
     "PLEASE REMIT" stamped on them.  On the other, the well-
     thumbed CLASSIFIED SECTION, with circles and X's all over it.

     The DOORBELL rings.  Erin swoops in and picks up Beth.

                               ERIN
            Come on, baby.  Maybe that's Ed McMahon.

     INT. ERIN'S HOUSE, FRONT DOOR - DAY
         
     Erin carries Beth over to the front door, spies through the
     peephole, and sees Ed standing there.  She opens the door.
         
                               ERIN
            What are you doing here?

                               ED
            I got an interesting call this afternoon.
            It was from a Dr. Frankel.
         
                               ERIN
            Oh, yeah?

                               ED
            He wanted you to know the legal limit for
            hexavalent chromium, is .05 parts per
            million.  And that at the rate you
            mentioned, .58, it could be responsible for
            the cancers in that family you asked about.
            The Irvings.
         
                               ERIN
            Well, that was nice of him.  Isn't it funny
            how some people go out of their way to help
            people and others just give 'em the ax?

                               ED
            Look, I'm sorry.  You were gone.  I just
            assumed you were off having fun.

                               ERIN
            Now, why in the hell would you assume that?

                               ED
            I don't know.  Maybe cause you look like
            someone who has a lot of fun.

                               ERIN
            Boy, are you ever a shitty judge of people.
         
     Ed takes a beat, copping to the charge.
         
                               ED
            So what's the story on this thing?  This
            cancer stuff?
         
                               ERIN
            You wanna know, you gotta hire me back.  I
            got a lot of bills to pay.
         
     He glares at her.  Realizes he has no choice.
         
                               ED
            Fine.
         
     INT. ERIN'S HOUSE, LIVING ROOM - LATER
         
     Erin has let Ed in.  They're sitting.
         
                               ED
            But, PG&E told her about the chromium?
         
                               ERIN
            They told her something, but it can't have
            been too specific, cause I talked to her,
            and she sure didn't think her water was bad.
         
                               ED
            So what made you think it was?
         
                               ERIN
            It doesn't take a genius to look at those
            medical records and think something's wrong.

                               ED
            What medical records?

                               ERIN
            The ones in the box of files.
                        (off Ed's blank look)
            The box of files?  The one from your office?

                               ED
            I didn't see any medical records in there.

                               ERIN
            Boy, you musta really fine-tooth-combed it
            then, huh?
                        (to herself)
            And you fired me.  Jesus.
         
     Ed thinks for a moment.

                               ED
            That document you found, the one that says
            it was the bad chromium -- you didn't happen
            to make a copy did you?

                               ERIN
            Course I did.

                               ED
            Lemme see it, will you?

     Before getting it for him, she looks at him, weighs her odds.
         
                               ERIN
            I want a raise.  And benefits.  Including
            dental.
         
                               ED
            Look, Erin, this is not the way I do
            business, this extortion nonsense.
         
     Erin doesn't budge.
         
                               ED
            Okay.  A 5% raise, and --
         
                               ERIN
            Ten.
                        (off his look)
            There's a lot of other places I could work.
         
                               ED
            A ten percent raise and benefits.  But
            that's it.  I'm drawing the line.

     She goes to her box of stuff from the office and digs out the
     document for him.  He scans it.
         
                               ED
            This is the only thing you found?

                               ERIN
            So far.  But that place is a pig sty.  I
            wouldn't be surprised if there's more.

                               ED
            Find out.

     EXT. 10 FREEWAY - DAY

     Erin's Hyundai zips along the freeway.  "Funky Town" is
     blaring from the tinny stereo.  Over it:

                               MATTHEW (O.S.)
            I hate this music.

     INT. HYUNDAI - DAY

     Erin's driving.  Matthew's in the front seat.  Katie and Beth
     (in a car seat) are in the back.

                               ERIN
            There's no way a son of mine hates Funky
            Town.  It's impossible.

                               MATTHEW
            Well I hate it.

                               KATIE
            I hate it too.  I hate this trip.

                               ERIN
            Oh, come on, where's your sense of
            adventure?  We're going someplace you never
            been before.

                               KATIE
            I'm gonna hate it.

                               MATTHEW
            Me too.

     She glances at them, frowns a little.

                               ERIN
            You know what I'm realizing for the first
            time?  You kids are a couple of downers.  I
            mean, you are the real thing -- a couple of
            honest-to-God depresso-types.
                        (small smile)
            Who in the heck raised you, anyway?  Some
            kind of moron?
         
     Katie smiles a little.  She likes this side of her mom.
         
                               KATIE
            Yeah.  A real moron.

                               ERIN
            Some kind of half-wit, no-good, big-haired,
            bimbo, I bet.

                               MATTHEW
                        (also smiling)
            Yeah.

                               ERIN
            Thank God we got you away from her, huh?

     By now they're all smiling.  Funky Town plays on.

     EXT. PG&E COMPRESSOR STATION - DAY

     The Hyundai is parked at the entrance to the station, by a
     row of dead trees.  Erin is standing beside a sign that says
     "Private Property.  No Trespassing", taking pictures of the
     massive structure in the distance.  Matthew, Katie, and Beth
     are drawing in the dirt with sticks.

                               ERIN
            Stay out of the road.  I'll be right back.

     She wanders up the drive, onto PG&E property, moving around
     the plant, taking pictures of it from every possible angle.

     As she wanders over a big, flat, dry field to the side of the
     plant, she glances over her shoulder to check on her kids and
     notices the trail she made in the dirt has a greenish hue.
     She looks at the dirt right her feet.  Kicks the ground.

     Below the surface, the dirt turns from brown to green.  Erin
     notes this, then looks back at her kids playing in the dirt.
     Worry comes over her face.  She heads back to them.

     EXT. HINKLEY MART - DAY

     The kids are waiting at the car.  Erin comes out of the store
     with a bottle of water and uses it to rinse off their hands.

     EXT. WATER BOARD - DAY

     The sound of a BABY CRYING.  The Hyundai's parked in front.

                               MATTHEW (O.S.)
            I'm hungry.

     INT. WATER BOARD - DAY

     Erin is at the Xerox machine, copying a file while she tries
     to calm Beth.  There's a stack of files on the nearby table.
     Matthew and Katie are flopping around on the floor.

                               ERIN
            We'll go eat in a minute.  Settle down.

     Whining, fussing.  Ross goes over to her.

                               ROSS
            You know what, Erin?  I got nothing but time
            here.  Why don't you let me do that for you,
            and you can get your kids some dinner.

                               ERIN
            Ross -- you are an absolute angel.

     She hands Ross the STACK OF DOCUMENTS.

     INT. MASRY & VITITOE, BRENDA'S DESK - DAY

     Ed comes in in the morning, and without pausing, hands Brenda
     a copy of the STACK OF DOCUMENTS, with a Post-it on the top.

                               ED
            Fax these to this number, okay?

                               BRENDA
            All of 'em?

                               ED
            All of them.

     He continues into his office and closes the door.

     CLOSE ON THE FAX MACHINE LED

     Brenda types in the number.  The recipient's I.D. comes up on
     the LED: PG&E CLAIMS DEPT.

     INT. IRVING HOUSE, LIVING ROOM - DAY

     Another copy of those DOCUMENTS, now in Donna's hands.  She's
     on her couch with Erin, reading them.  Outside, Donna's two
     daughters are playing in the pool.  She reads the last page
     and looks up at Erin, bewildered.

                               DONNA
            An on-site monitoring well?  That means --

                               ERIN
            It was right up on the PG&E property over
            there.

                               DONNA
            And you say this stuff, this hexavalent
            chromium -- it's poisonous?

                               ERIN
            Yeah.

                               DONNA
            Well -- then it's gotta be a different than
            what's in our water, cause ours is okay.
            The guys from PG&E told me.  They sat right
            in the kitchen and said it was fine.

                               ERIN
            I know.  But the toxicologist I been talking
            to?  He gave me a list of problems that can
            come from hexavalent chromium exposure. And
            everything you all have is on that list.

     Donna resists this idea hard.

                               DONNA
            No.  Hunh-uh, see, that's not what the
            doctor said.  He said one's got absolutely
            nothing to do with the other.

                               ERIN
            Right, but -- didn't you say he was paid by
            PG&E?

     Donna sits quietly, trying to make sense of this.  The only
     sound is the LAUGHING and SPLASHING from the pool out back.
     Then, gradually, Donna realizes what it is she's hearing --
     her kids playing in toxic water.  She jumps up ...

                               DONNA
            ASHLEY!  SHANNA!

     ... and runs out to the pool.  Erin follows her.

     EXT. DONNA'S HOUSE - DAY

     From the door, Erin watches Donna run to the edge of the pool
     in a frantic response to this news.

                               DONNA
            OUT OF THE POOL!  BOTH OF YOU, OUT OF THE
            POOL, RIGHT NOW!

                               SHANNA
            How come?

                               DONNA
            CAUSE I SAID SO, THAT'S WHY, NOW GET OUT!
            OUT!  NOW!!!

     Erin watches compassionately as Donna flails to get her kids
     out of the contaminated water.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     It's morning.  Ed is checking the lie of his tie in his
     reflection in the window.  Erin is on his couch, high-heeled
     legs stretched out in front of her.

     INT. MASRY & VITITOE, BRENDA'S DESK - CONTINUOUS

     Jane is delivering paychecks.  When Brenda gets to her desk,
     Jane tips her head toward Ed's office, as if to say, check it
     out.  Brenda peers in and sees Erin.

                               BRENDA
            What's she doing here?
         
                               JANE
            He hired her back.  With a raise.

                               BRENDA
            What??  Why?

                               JANE
            Well, let's see.  It's not cause she's
            smart, and it's not cause she's
            professional.  That leaves ...

     Brenda's stunned.  Takes a beat.  Makes assumptions.

                               BRENDA
            And dumb old me thought working hard and
            being loyal was the way to get ahead.

     INT. ED'S OFFICE - CONTINUOUS

     Ed is still checking his reflection.

                               ED
            I'm telling you, the minute Brenda sent the
            fax -- I'm talking the second she pressed
            that send button -- PG&E claims department
            is on the phone to me, scheduling a meeting.

                               ERIN
            So you think we got 'em scared?

                               ED
            It sure as hell sounded like they were
            sitting up and taking notice.

     Brenda pops her head in, ignores Erin.

                               BRENDA
            David Baum from PG&E is at reception.
         
     Erin feels the chill Brenda's sending her way.

                               ERIN
            Nice to see you again, too, Brenda.

     Brenda leaves without acknowledging Erin.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Ed and Erin come out and see DAVID BAUM waiting at reception.
     Forget law school, this kid looks like he's just out of
     twelfth grade.  Not a hair on his chin.  His suit and shoes
     look brand new.

                               ERIN
            Not to question your judgment or anything,
            Mr. Masry, but -- that doesn't exactly look
            like sitting up and taking notice to me.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     Ed and Erin are seated across the table from Baum. To say
     this kid lacks authority is a gross understatement.  He
     doesn't talk; he squeaks.

                               BAUM
            ... in the interest of putting this whole
            thing to rest, PG&E is willing to offer the
            Irvings 250,000 dollars for their home.

     Ed laughs a little in disbelief.

                               ED
            250,000?

                               BAUM
            In terms of land value out in Hinkley, Mr.
            Masry, we feel it's a more than fair price.

                               ED
            What about in terms of medical expenses?
            250,000 doesn't come close to what this
            family's gonna have to spend on doctors.

                               BAUM
            I understand they've had a bad run of luck,
            health-wise, and they have my sympathies.
            But that's not PG&E's fault.

                               ED
            You're kidding, right?
                        (Baum doesn't answer)
            Look at these readings for Christ's sake.
            PG&E's own technicians documented toxic
            levels of hexavalent chromium in those test
            wells, on numerous occasions.

     Ed shoves them across the table.  Baum doesn't look at them.

                               ED
            Everything the Irvings have had is a proven
            reaction to exposure to hexavalent chromium.
            They've had ...

     He stalls a moment.  Erin jumps in.

                               ERIN
            -- breast cysts, uterine cancer, Hodgkin's
            disease, immune deficiencies, asthma,
            chronic nosebleeds.

     Despite their persuasiveness, Baum parrots what is obviously
     the party line:

                               BAUM
            A million things could have caused those
            problems.  Poor diet, bad genes,
            irresponsible lifestyle.  Our offer is final
            and more than fair.

                               ED
            Wait a minute -- I thought we were
            negotiating here.

                               BAUM
            250,000 is all I'm authorized to offer.

     Ed looks across at this pissant little kid.

                               ED
                        (to himself)
            Jesus Christ.
                        (he stands, to leave)
            I will present your offer to my clients.  I
            doubt they'll accept it.

     As Ed starts out:

                               BAUM
            Mr. Masry, before you go off on some
            crusade, you might want to remember who it
            is you're dealing with here.  PG&E is a 28-
            billion dollar corporation.

                               ED
                        (containing his anger)
            Thanks.  I'll keep it in mind.

     And Ed leaves the conference room.  Erin follows him out.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Erin follows Ed as he stomps back to his office.

                               ERIN
            At least they made an offer.

                               ED
            That wasn't an offer.  A million would've
            been an offer.  When they send the God damn
            mail clerk down to jerk me off, waste my
            time, it's a fuck you.

                               ERIN
            I don't get why they'd do that.

                               ED
            Because they can.  You heard that kid --
            they have 28 billion dollars at their
            disposal.  They can afford to waste all the
            time in the world.

                               ERIN
            And you can't?

                               ED
            What, you think I'm made of money?

     Behind them, Baum steps out of the conference room.

                               BAUM
            Hey, you know where I can get a cab?  My
            plane leaves Burbank in forty-five minutes.

     Ed turns and looks at him.  He gets a tiny smile.

                               ED
            Tell you what, why don't you go on over to
            reception, tell them I said Mario should
            take you to the airport.

                               BAUM
            Hey, excellent.  Thanks.

     Baum heads out to the reception area.

                               ERIN
            Mr. Masry, Mario gets lost going to the
            bathroom.  They'll be driving around the
            valley for hours.

                               ED
                        (gleeful)
            Yeah.  Isn't that a shame?

     She watches him go into his office, impressed.  Big smile.

                               ERIN
            Well I'll be God damned.

     INT. MASRY & VITITOE, OUTSIDE ED'S OFFICE - NIGHT

     End of the day.  Most everyone has left.  Erin is at her new
     work space near Ed's office.  She's poring over a fat file of
     documents.  ROSALIND wanders by with her coat on.

                               ROSALIND
            You've been reading for hours.

                               ERIN
            I'm a slow reader, on account of the fact
            that I look at the word "dog" and see "god".

                               ROSALIND
            Hey, just so long as you see Him.

     Rosalind turns on Erin's desk lamp and heads out.

     Outside the big glass office doors, Rosalind stops to talk to
     a lost-looking COUPLE IN THEIR MID-30's.  These are MANDY and
     TOM BROWN.  He's a security guard uniform, with an envelope
     under his arm.  Rosalind points to Erin.  The Browns enter
     the office and approach her.

                               MANDY
            Excuse me, are you Erin Brockovich?

                               ERIN
            Yeah.  Who are you?

                               TOM
            I'm Tom Brown.  This is my wife Mandy.  We
            used to live across the street from the
            Irvings.  PG&E bought our house last year.

     INT. ERIN'S DESK - LATER
         
     CLOSE ON photos of chickens, each with a twisted, limp neck.

                               TOM
            It's called wry neck.  It's when they're
            born without any muscles in the neck.

     WIDEN to see Erin looking at them with Tom and Mandy.

                               ERIN
            Wow.  How many were born like this?

                               TOM
            Twelve, maybe thirteen.

                               MANDY
            When Donna told us about you, and what you
            told her about the chromium, we figured that
            might have something to do with this, too.

                               ERIN
            It sure could, yeah.  Thanks a lot.

     She tucks them into a file, as if that's it.

                               MANDY
            There's something else, too.

                               ERIN
            What?

                               TOM
            Well.  Mandy here's had nine miscarriages.

                               ERIN
            Are you kidding?  My God --

                               MANDY
            I know.  It's an awful lot.

                               ERIN
            I'm surprised Donna didn't say anything.

                               TOM
            She doesn't know.  No one does.  It's not
            something you want to talk about, you know?

                               MANDY
            I figured it musta been something I did,
            like when I smoked marijuana, maybe.  Or
            took birth control pills.  But then Donna
            told me you thought this chromium might be
            to blame for her problems, so I figured ...

     INT. ERIN'S HOUSE, MATT AND KATIE'S ROOM - NIGHT

     Matt and Katie are in bed, with the light off.  Erin comes
     in, quietly, in clothes from work.

                               ERIN
            Hey.  You guys still awake?

     CLOSE ON MATT AND KATIE.  They're awake and pissed.

                               ERIN
            Come on, now.  No faking.  George told me he
            just shut out the light a few seconds ago.

     They still don't answer.  She comes in and sits on a bed.

                               ERIN
            Look, I know you're mad.  But the way this
            job is, things come up at the last minute,
            real important things, and I gotta deal with
            them.  Now I don't like me missing dinner
            any more than you do, but we're all gonna
            have to get used to it, cause the fact is,
            it's gonna happen sometimes.

                               KATIE
            It happens all the time.

                               ERIN
            That's not true; we had dinner together just
            last night.

                               MATT
            You were reading the whole time.

     He's got a point there.  Erin feels like shit.

                               ERIN
            I'm sorry, pumpkins.  I'll try a whole lot
            harder to be around, okay?  I promise.

     INT. ERIN'S HOUSE, BEDROOM - NIGHT

     The room is dark.  Erin enters and flops down onto the bed,
     exhausted.  George is lying on the bed next to her.

                               GEORGE
            If it's any consolation, I love you.

     EXT. ROUTE 10, INLAND EMPIRE - DAY

     Dry, flat California.  Ed's big old Mercedes is toodling down
     the freeway, at an overly safe, almost-geriatric speed.

     INT. ED'S MERCEDES - DAY

     Frank Sinatra is playing on the stereo.  Ed is swaying in
     time.  This is his kind of music.  He smiles, looks at Erin.

                               ED
            It's Sinatra's world, we just live in it.

     Whatever.  Erin glances at the speedometer.  Oy.  So slow.
     His car phone rings.  He picks it up.

                               ED
            Hello? ...
                        (his voice softens)
            Hi, babys.  Baby's fine.  Yes, I did.  I
            did, too, you just didn't feel it.

     He starts swerving across the lane markers.  THWACK THWACK
     THWACK.  Ed doesn't notice.  Erin's getting nervous.

                               ED
            You think I could leave without kissing my
            babys?  Okay, here you go.

     He kisses into the phone.  Swerves.  A car barely misses
     them.  Erin's eyes widen.  Not fun at all.

                               ED
            Bye-bye ... bye-bye ... no, you.  Okay,
            together.  Bye-bye.

     He finally hangs up, smiling to himself.  Erin clears her
     throat.

                               ERIN
            Um -- you mind pulling over?  Just -- for a
            second?

     EXT. FREEWAY - DAY

     The Mercedes pulls to a stop on the shoulder.  Erin gets out,
     walks around to the driver's side.  Opens the door.

                               ERIN
            First of all, don't talk baby talk to your
            wife in front of me.  It really undermines
            your authority.  And second, I know you're
            my boss and all, but you are the worst
            fucking driver I've ever seen.  Move over or
            I quit.

     He moves over.  She gets in, turns off the Sinatra.  They
     pull back out onto the freeway in silence.

     EXT. MANDY BROWN'S HOUSE - NIGHT

     The Mercedes and a truck are parked out front.

                               PETE (O.S.)
            There's something about this whole thing I
            don't quite understand, Mr. Masry.

     INT. DONNA IRVING'S HOUSE, LIVING ROOM - NIGHT

     Donna and Pete Irving, and Mandy and Roy Brown are all
     seated, sipping iced tea.  While they talk, Erin hands them
     all information packets on chromium.  Ed is standing in front
     of them, a little stiff.

                               PETE
            If PG&E messed with our water, why would
            they bother saying anything about it to us?
            Why not just keep quiet about it?

                               ED
            To establish a statute of limitations.  See,
            in a case like this, you only have a year
            from the time you first learn about the
            problem to file suit.  So PG&E figures,
            we'll let the cat out of the bag -- tell the
            people the water's not perfect; if we can
            ride out the year with no one suing, we'll
            be in the clear forever.

                               DONNA
            But it was more than a year ago that they
            told us --

                               ED
            It's okay.  We're not suing.  All we're
            doing is using this information to get you
            a real nice purchase price on your house,
            and get you two --
                        (to the Browns)
            -- a comparable retroactive bonus added to
            your sale price.  This way, and PG&E can
            still look good to their shareholders, cause
            they're not involved in an ugly lawsuit; all
            they're doing is buying a little property.

     Roy looks up from his retainer agreement.

                               ROY
            It doesn't say here how much this whole
            thing's gonna cost us.

                               ED
            My fee's forty percent of whatever you get
            awarded.

     Erin watches them look around at each other, stunned by the
     figure.

                               ERIN
            Boy, do I know how you feel.  First time I
            heard that number, I said you got to be
            kidding me.  Forty God damn percent?

                               ED
            Erin --

                               ERIN
            I'm the one who's injured, and this joker
            who sits at a desk all day is gonna walk
            away with almost half my reward?

                               ED
            Erin --

     Erin's enjoying Ed's discomfort almost too much to stop.  But
     just almost.  She shifts gears.

                               ERIN
            Then I asked him how much he makes if I
            didn't get anything.

     They look at Ed.  Well?

                               ED
            Then I don't get anything either.

                               ERIN
            And I realized, he's taking a chance too.

     When they hear this, and realize he's in it with them, they
     all reach for their pens and sign.   They hand the agreements
     over to Erin, who takes them across the room to Ed.  He
     stuffs them in his briefcase and closes it up.  That's that.

                               ED
            All right, then.  Let's hit the road.

     Boy.  Cold as ice.  Erin stares at him, stunned by his
     brusque manner, then leans in to him, close.

                               ERIN
                        (whispering)
            Mr. Masry, if you don't mind my saying, you
            got a lot to learn about being friendly.
            These people just hired you as their lawyer.
            The least you could do is make a little
            pleasant conversation.

     She gives him a stern look, then turns toward the women.
         
                               ERIN
            Donna, let me help you clean all this up.

     She picks up a tray of iced tea and cookies and heads to the
     kitchen.  Donna and Mandy follow, leaving Ed alone with Pete
     and Roy.  He stands there, awkwardly.  Then, finally:

                               ED
            So, what's, uh ... what's new?

     INT. DONNA'S KITCHEN - DAY

     Erin and Donna are putting away the cleaned glasses.  Mandy
     is scanning the chromium pamphlet Erin gave her.

                               MANDY
            You know that thing it says in here about
            rashes?

                               ERIN
            Uh-huh?

                               MANDY
            Well, this old neighbor of mine, Bob Linwood
            -- he ran the dairy on Community -- seemed
            like someone in his family always had a rash
            somewhere or other.  I just figured it was
            something in the genes.  And you know how it
            is -- you don't like to ask about things
            like that ...

     Erin listens, interested.

     EXT. LINWOOD DAIRY, BARN - DAY

     Another day.  BOB LINWOOD, 40's and gruff, is in the barn,
     tossing hay around.

                               ERIN (O.S.)
            Excuse me.  Are you Mr. Linwood?

     He sees Erin picking her way toward him in her high-heels.

                               LINWOOD
            Yeah?

                               ERIN
            I'm Erin Brockovich.  I work at the law firm
            that represents your former neighbors the
            Browns.  They suggested I give you a call.

     She steps in a cow patty.  Laughs at herself good-naturedly.

                               ERIN
            Boy howdy, did I ever wear the wrong shoes.

     EXT. THE DESOTOS' HOUSE - DAY

     CLOSE ON A SIGN that reads: THE DESOTOS, hanging on the side
     of a small, paint-chipped house.  Erin is at the door talking
     to MARY DESOTO, 65, who's wearing a big cross at her breast.

                               ERIN
            ... and Mr. Linwood seemed to think that
            your husband had been sick as well.

                               MARY
            Yes, Mr. DeSoto has lung cancer.  Never
            smoked a day in his life, neither.

     INT. LAURA AND MIKE AMBROSINO'S HOUSE - NIGHT

     Erin is talking to MIKE and LAURA AMBROSINO -- 30's.  Solid,
     family folks.  But Laura's left brow and cheekbone look
     swollen and misshapen, and she's trying to hide the fact that
     she's in a lot of pain.

                               ERIN
            Mrs. DeSoto said she wasn't sure exactly
            what it was that you had --

                               PETE
            She's not alone on that one.

                               LAURA
            Well, they know what it is -- it's called
            fibrous dysplasia --

                               PETE
            The bones start growing again.  Gives her
            headaches like you wouldn't believe.

                               LAURA
            -- they just don't know what caused it.

     INT. RITA AND TED DANIELS' HOUSE - DAY

     Erin is talking to TED AND RITA DANIELS.  Their daughter
     ANNABELLE, 10, is sitting on the couch, wrapped in a blanket.

                               ERIN
            ... then Mike Ambrosino remembered seeing
            you folks at the hospital from time to time
            too, so I thought I'd just stop by.
                        (to Annabelle)
            You must be Annabelle.

                               ANNABELLE
            Uh-huh.

                               ERIN
            Whew, are you ever a beauty.  I mean, you
            must drive those boys crazy.

     Annabelle smiles a little.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Late night.  George rolls over -- Erin's side of the bed is
     empty.  He checks the clock, then gets up and heads into:

     INT. ERIN'S APARTMENT, HALLWAY - NIGHT

     He peers around and spots her, sitting in the little kid's
     chair in Matthew and Katie's room.

     Erin is holding Beth, watching Matt and Katie sleep.  Erin
     hears the floor creak as George steps into the doorway.

                               ERIN
            Tell me something, George.  What kind of God
            lets a beautiful little 10-year-old girl get
            brain cancer?  Isn't He supposed to be in
            charge of stuff like that?  Make sure it
            doesn't happen?
                        (beat)
            I swear, any other job, He'd be fired.

     EXT. VALLEY SIDEWALK - DAY

     Ed and Erin are walking down the street, take-out coffee cups
     in their hands.  Ed is sipping his, but Erin is in too much
     of a lather to drink hers.

                               ED
            Hunh-uh.  Absolutely not.

                               ERIN
            That's crazy -- why not?

                               ED
            Because I said no.  Look -- the only reason
            PG&E's even talking to us is cause this is a
            quiet little real estate dispute.  We add
            plaintiffs, and suddenly we're in the middle
            of a toxic tort -- with a statute problem --
            against a massive utility.  No, thank you.

     They go into their office building.

     INT. ELEVATOR - DAY

     Erin and Ed are riding up.

                               ERIN
            Okay, so here's what I'll do.  I'll go on up
            to Ted and Rita Daniels -- two of the nicest
            people you'd ever hope to meet, who spend
            every single day watching their little girl
            fight like a dog against this cancer -- I'll
            tell them we can't help them cause you don't
            feel like working that hard.

                               ED
            It's not about working hard --

                               ERIN
            Bullshit.

                               ED
            -- It's about being realistic.  Something
            like this, Erin -- it could take forever.
            They're a huge corporation.  They'd
            completely bury us in paperwork.  I'm just
            one guy with a shitty little P.I. firm.

                               ERIN
            -- who happens to know they poisoned people
            and lied about it.

     The doors open.  Ed gets off.  Erin follows.

     INT. MASRY LAW OFFICE BUILDING, HALLWAY - DAY

     Erin's dogging Ed down the hall, to the office.

                               ERIN
            And this shit is bad news, Mr. Masry.  Not
            only does it attack every organ of the body,
            it fucks with your DNA, too.  That means
            these people's genes, and the genes of their
            kids, and the genes of their grandkids --

                               ED
            I know how DNA works, Erin --

     He gets to the Masry & Vititoe doors.  Opens them.

     INT. MASRY & VITITOE - DAY

     Erin tails Ed back to his office.

                               ERIN
            We can get these people.  With a little
            effort, I really think we can nail their
            asses to the wall.

                               ED
            Oh, you do?  With all your legal expertise,
            you believe that?

                               ERIN
            Okay, fine.  I don't know shit about shit.
            But I know the difference --

     He shuts his office door on her.

                               ERIN
            -- BETWEEN RIGHT AND WRONG!

     INT. ED'S OFFICE - DAY

     Ed goes over to his desk, sits down.  He sees a stack of
     messages there, starts flipping through them.  Then he stops.

                               ED
            Damn it.

     He shoves the messages aside and puts his head in his hands.
     He sits like that for a moment, GROANS to himself.  Then he
     pushes himself up and heads over to his door.

     When he opens it, he finds Erin still standing there, exactly
     where he left her, arms crossed.  She hasn't budged.

                               ED
            How many families we talking about here?

                               ERIN
            Four more.  Eleven people.  So far.

                               ED
            You think there's more?

                               ERIN
            Well -- I found one document at the water
            board that had a toxic test well reading
            from 1967.  A hell of a lot of people have
            lived on that land since then.

     Ed pauses, groans again, realizing what decision he's making.

                               ED
            This is a whole different ball game, Erin.
            A much bigger deal.

                               ERIN
            Kinda like David and what's-his-name?

                               ED
            Kinda like David and what's-his-name's whole
            fucking family.
                        (heavy sigh)
            Okay, here's the deal -- if, and only if,
            you find me the evidence to back all this up
            -- I'll do it.  I'll take it on.

     She smiles victoriously.

                               ERIN
            You're doing the right thing, Mr. Masry.

                               ED
            Yeah, yeah.  Remind me of that when I'm
            filing for bankruptcy.

     He heads back to his desk.  Erin follows him into his office.

                               ERIN
            Course, gathering evidence -- now, that's a
            big job.  A hell of a lot bigger than just
            filing.  I'm gonna be working a lot harder
            now, taking on a lot more responsibility ...

     He gives her a look.  Knows what's coming.

                               ED
            What now?

                               ERIN
            Another raise wouldn't hurt.  And with all
            the time I'm gonna be spending on the road,
            I'll probably be needing my own cel phone,
            won't I?

     INT. TOYS 'R' US - DAY

     CLOSE ON A BEEPING CEL PHONE

     as Erin tries to program numbers into its speed dial.  WIDEN
     to see she is reading from the phone's manual as she enters
     Toys 'R' Us with George, Matthew, Katie and Beth.

                               ERIN
            You each can pick out four things.  But
            nothing huge.  Look at the price.  Nothing
            crazy.

     Matthew and Katie fan out into the store.  Erin keeps messing
     with the phone.

                               GEORGE
            You can buy 'em all the toys you want, but
            come Monday, when you split again, they're
            still gonna be pissed.

     Erin looks over at him, weary.

                               ERIN
            George, I am just trying to do something
            nice for my kids on my one day off.  Could
            you please not give me a hard time about it?

                               GEORGE
            One toy per kid is doing something nice.
            Four is ... something else.

                               ERIN
            Well, hell, I guess that's it, then, huh?
            They're scarred for life.  They're gonna
            start holding up 7-11's any day now.

                               GEORGE
            I'm just saying --

                               ERIN
                        (with intensity)
            I know what you're saying, and I don't wanna
            hear it.  I am doing the best I can.

     And she walks away from him.

     EXT. HINKLEY, ROADSIDE DITCH - DAY

     Erin, in high heels and miniskirt, is straddling a ditch,
     scooping clumps of gunky moss from the ditch into plastic
     containers.  Over this:

                               ERIN (O.S.)
            Dr. Frankel, it's Erin Brockovich.  Tell me
            something: if I wanna find as much evidence
            of hexavalent chromium contamination as I
            possibly can, what should I do?

     As Erin labels the containers, her heels slide down the side
     of the ditch, and she lands smack in it, knee-deep in gunk.

     EXT. HINKLEY, COMMUNITY BOULEVARD - NIGHT

     Erin, now completely dirty, is climbing over a fence marked
     "No Trespassing".  Her arms are full of more containers.

                               FRANKEL (O.S.)
            Well, what you have to remember is, if you
            have hex chrom in the water, you have it in
            anything that lived off the water.

     She adds them to a growing collection of containers in the
     trunk of her car.

     EXT. HINKLEY, THE POOL BEHIND AN ABANDONED HOUSE - DAY

     Another day.  This time it's RAINING.  Erin minces her way
     down to the deep end of the pool in her spike heels.

                               FRANKEL (O.S.)
            What I'd do is start a collection.  Anything
            that existed in water, on water, under water
            ...

     She gets to the deep end and scoops up a Ziploc full of
     rancid pool water and seals it.

                               FRANKEL (O.S.)
            anything that had water flow over or under
            it ...

     Erin spots a few dead frogs in the water.  She picks one up
     by the leg, and seals it in a plastic bag as well.

     EXT. WELL - DAY

     With a sample cup held in her teeth, Erin hauls herself up
     over the well's concrete wall, then, with her back against
     one side of the well and her feet against the other, starts
     shimmying down the well.

                               FRANKEL (O.S.)
            anything that had water pass through it ...

     INSIDE THE WELL

     she winces at the algae and gook that's clinging to her as
     she descends to the water level.  When she's low enough, she
     takes the sample cup from her teeth and scoops up the water.

     INT. MASRY & VITITOE, ERIN'S DESK - DAY

     Erin's at her desk, bending over her notebook in a miniskirt,
     adding reports to the TOXICOLOGY binder.

                               FRANKEL (O.S.)
            ... collect 'em, label 'em, then bring 'em
            to me.  I'll analyze 'em, see what we got.

     ON THE REPORTS: We catch a few words: "water sample A ...",
     "soil sample D ...", "frog sample A ...", "... traces of
     hexavalent ..."

     Brenda looks at Erin and sees her hem rising in the back.

                               BRENDA
            For God's sake, Erin, I can see your
            panties.

     Erin turns to Brenda, relishing the chance to irritate her.

                               ERIN
            Liar.  I'm not wearing any.

     Ed, in his office, laughs.  He's starting to like this gal.

     INT. ERIN'S HOUSE - NIGHT

     It's a hot night.  George is playing on the floor with the
     kids.  Erin is behind them on the couch, laboriously reading
     a book labeled, simply, CHROMIUM.  The phone RINGS.  Erin
     picks it up.

                               ERIN
            Hello?

                               MALE VOICE (O.S.)
            Is this the Erin Pattee Brockovich that's
            been snooping around the water board?

     His voice is flat, creepy.  Not friendly.

                               ERIN
            Yes.  Who's this?

     CLICK.  Erin stares at the phone, freaked.

     INT. ERIN'S HOUSE, FRONT DOOR - NIGHT

     George watches Erin double-checking the locks on the door.

                               ERIN
            I'm not gonna quit cause of one creepy phone
            call, George.

                               GEORGE
            Come on, Erin.  A job's supposed to pay your
            bills, not put you in danger.

                               ERIN
            I'm not in danger.  I have a dead bolt.
            Remember?

     She goes to the living room, double-checks the window locks
     in there.  George follows.

                               GEORGE
            Look, don't take this the wrong way, but
            don't you think you might be out of your
            league here?

                               ERIN
            No, see -- that's exactly what those
            arrogant PG&E fucks want me to think -- that
            because they got all this money and power,
            we don't stand a chance in hell against
            them.  But you know what?  They're wrong.

     She heads into the bedrooms.

                               GEORGE
            It doesn't have to be this complicated,
            Erin.  There's a lot of jobs out there.

                               ERIN
                        (off-hand)
            How would you know?

     George reacts, a little stung.  He follows her into:

     INT. MATT AND KATIE'S BEDROOM - NIGHT

     Matt and Katie are asleep.  Erin is checking their windows.
     George comes in.  They whisper.

                               GEORGE
            You mind telling me what that's supposed to
            mean?

                               ERIN
            Nothing.

                               GEORGE
            If you got a problem with me taking care of
            your kids instead of getting some job, just
            say so.

                               ERIN
            I didn't say that.

                               GEORGE
            Cause I can get a job.  I will.  And you can
            start leaving the kids with the chicken fat
            lady again.  Would that make you happy?

                               ERIN
            Keep your voice down.

                               GEORGE
            I know what they can sleep through, Erin.  I
            probably know it better than you.

     She gives him a glare, then leaves the room.

     INT. WATER BOARD - DAY

     Erin is reaching up to a high shelf for a dusty old box of
     files.  Out of the corner of her eye, she sees Ross passing.

                               ERIN
            Hey, Ross.  Tell me something.  Does PG&E
            pay you to cover their ass, or do you just
            do it out of the kindness of your heart?

                               ROSS
                        (a bad liar)
            I don't know what you're talking about.

                               ERIN
            The fuck you don't.  No one calls me Pattee.
            That heavy-breathing sicko that called the
            other night could've only found out about me
            from you.
                        (beat)
            People are dying, Ross.  You got document
            after document here, right under your nose,
            that says why, and you haven't said word one
            about it.  I wanna know how the hell you
            sleep at night.

     Ross is speechless.  He just stands there.  Erin drags the
     box to the floor and goes to work.

     EXT. WATER BOARD - NIGHT

     Erin's car is parked in front.  A DIRTY OLD PICK-UP comes
     rumbling up the road.  When its lights hit Erin's car, it
     slows, then pulls over.  The driver flicks on his BRIGHTS to
     get a better look at the car.  The truck sits there for a
     bit, a dark presence.  Then, as the headlights of another car
     appear down the road, the truck goes back in gear, pulls out
     and drives off.

     INT. ERIN'S HYUNDAI - NIGHT

     A pile of documents is strapped into the passenger seat.  An
     empty coffee cup rolls around the floor.  Erin's driving,
     exhausted.  She yawns as she dials her phone.

                               GEORGE (O.S.)
            Hello?

     INTERCUT between Erin in her car, and George in bed.

                               ERIN
            I'm so tired I'm about to drive off the
            road.  Keep me awake, willya?

                               GEORGE
            What do you want, a joke?

                               ERIN
            No, no jokes, I gotta pee.  Just tell me
            about your day.  What went on back there?

                               GEORGE
            Well, come to think of it, we did have a big
            event around here.  Beth started talking.

                               ERIN
            What?
                        (beat)
            Beth?  My Beth?

                               GEORGE
            Yeah.  We were sitting around at lunch and
            she pointed at a ball and said, "ball."

     Erin says nothing, just stares out at the empty highway,
     feeling all hollowed-out.

                               GEORGE
            I'd never seen that before -- someone's
            first word.  Pretty intense.

     Erin just nods.  Keeps staring straight ahead as a tear rolls
     down her cheek.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S AREA - DAY

     CLOSE ON SOME FILES as Erin hands them to Ed.  As he takes
     them from her, he notices a crematory urn on Erin's desk.

                               ED
            Is that what I think it is?

                               ERIN
            She lived on the plume.  You never know.
         
     Ed laughs and hands the documents to Brenda without looking
     at her.  She grumpily takes them over to the fax machine.

     CLOSE ON THE FAX LED as Brenda types in the number. The
     recipient's name comes up again: PG&E CLAIMS DEPT.

     EXT. HINKLEY BARBECUE - DAY

     Open pits, pony rides, watermelon.  George is watching Katie
     and Matt being led around on ponies, an activity that stopped
     being fun hours ago.  Now they're just hot and tired.

     BY THE BARBECUE, Ed is talking to an OLDER COUPLE as they
     sign retainer agreements.

     ELSEWHERE, Erin, holding Beth, is looking at pictures of a
     swimming pool with FIVE OTHER WOMEN.  The water is green.

                               ERIN
            This was the community pool?

                               WOMAN 1
            Yeah, that PG&E built.  The whole time we
            thought it was algae that made it so green.

     LATER ...

     Erin's trunk is open.  She and Ed are clipping new clusters
     of retainer agreements into the "PLAINTIFFS" binder.

     LATER STILL ...

     Erin and Ed are passing out informational pamphlets.  She
     sticks one in a hand before noticing that it's George's.

                               GEORGE
            I'm bored, and so are the kids.

                               ERIN
            Just a few more minutes, then we can go.
                        (as he heads off)
            Take her, will you?

     George drops the pamphlet and takes Beth from Erin.  He heads
     over to Matt and Katie, sitting glumly on a log.

     As he steps away, a hand reaches down and grabs the flier he
     dropped.  It belongs to a MAN IN A BLACK JACKET.  He's in his
     50's, strong and sinewy.  Military-style dark glasses obscure
     his eyes.  He scans the pamphlet, then watches Erin working
     the crowd.  Watches her carefully.  He slides the pamphlet
     into his inside pocket, and heads back his car -- the DIRTY
     OLD PICK-UP TRUCK that idled in front of the Water Board.

     LATER STILL ...

     Erin is heading over to George and the kids, ready to leave,
     when Donna comes up to her, with A MIDDLE-AGED MAN in tow.

                               DONNA
            Erin, this here's Frank Melendez.  He works
            over at the compressor station --

     Erin stops in her tracks, very interested.

     LATER STILL ...

     Erin and Frank are on a bench, talking.  Out of the corner of
     her eye, she sees her car drive off.  George's hand sticks
     out the driver's side and flips her the bird.  She watches
     him disappear, then, hiding her rage, turns back to Frank.

                               ERIN
             I'm sorry.  What were you saying?

     LATER ...

     The barbecue is winding down.  Ed is heading for his
     Mercedes.  Erin storms up beside him, mad as all get-out.

                               ERIN
            I need a ride.

     INT. ED'S CAR - DAY

     Ed is driving.  He glances over at Erin, fuming in the
     passenger seat.  After a beat:

                               ED
            You wanna talk about --
         
                               ERIN
            No.

     Another beat.  Then Erin's cel phone rings.  She digs into
     her bag, pulling it out as fast as she can.  Answers.

                               ERIN
            What, asshole?

     There's a pause.  Then Mike Ambrosino's voice comes over the
     line, very strained:

                               MIKE AMBROSINO (O.S.)
            Um, Erin?  This is Mike.  Ambrosino.

     EXT. AMBROSINOS' HOUSE, FOYER - DAY

     The curtains are drawn; everything is dark.  Ed and Erin are
     at the door, talking to Mike, who looks drawn and tired.
         
                               MIKE
            She was about to take a handful of these --

     He shows them a bottle of prescription pills.

                               MIKE
            It's a morphine thing -- for pain --

     Erin nods, then leaves Ed with Mike and heads toward:

     INT. AMBROSINOS' HOUSE, BEDROOM - DAY

     Erin opens the door.  Very dark, very quiet.  Laura is lying
     in bed.  Erin goes over to her.  They speak in whispers.

                               LAURA
            I'm embarrassed.

                               ERIN
            That's okay.  I understand.

                               LAURA
            It's just -- the pain.  It's only getting
            worse.  I can't be a good wife.  I can't be
            a good mother.

                               ERIN
            I'm real sorry, Laura.

     Erin sits down on the chair next to the bed.  Takes a beat.

                               LAURA
            Know what I always thought I wanted outta
            life, Erin?  A Jaguar.

                               ERIN
            Jaguar's a darn pretty car.

                               LAURA
            I thought if I could spend that kinda money
            on a car, it'd mean everything else was
            fine.
                        (beat)
            I don't even know how much they cost.

                               ERIN
            A lot.  But you hang in there, maybe you'll
            get one.

     Laura shakes her head.

                               LAURA
            Wouldn't mean the same thing.

     Erin watches her sadly.

     INT. PG&E COMPRESSOR STATION - DAY

     A LOUD, industrial plant.  Erin and Frank Melendez walk
     through, him in coveralls, her in a teensy sun dress.  Both
     in hard-hats.  He's giving her a tour.

     EXT. NORTHRIDGE STREET - DAY

     George, in his leather and denim, is walking down the
     sidewalk.  As we WIDEN, we see he's pushing a PINK STROLLER.
     He stops at a crosswalk, waiting for the light to change.

     In the stroller, Beth starts to whine.  George reaches in his
     pocket, finds her pacifier.  As he's leaning down to give it
     to her, he hears a RUMBLE coming down the street behind him.
     The roar grows.  He stands, looks.  A GROUP OF ABOUT TEN
     BIKERS has pulled up next to him.  He looks at them.  They
     look at him, then at the stroller.  George feels ridiculous.

     When the light changes, the bikers REV LOUDLY and pull out.
     George just stands there and watches them go.

     INT. MASRY & VITITOE - NIGHT

     His office is all about Hinkley.  A map of the plume area and
     a diagram of the plant cover one wall; photos of the plant
     cover the credenza; piles of documents litter every surface;

     Erin is up at the map, eating Chinese food.

                               ERIN
            They used the hex chrom here, in these
            cooling tanks, as an anti-corrosive.  Then
            they dumped it here, in these six ponds.

                               ED
            I don't remember seeing any ponds up there.

     She bites into a forkful of food, keeps talking.

                               ERIN
            They covered 'em over.  And not too
            carefully either, cause you dig one inch
            under the surface, and the dirt is green as
            a fucking shamrock.

                               ED
            And that's what caused the contamination?

                               ERIN
            It didn't help, but no.  The real problem's
            on the bottom.

     She reaches for a document, reads from it.

                               ERIN
            See, according to this, they were supposed
            to line the ponds so this shit couldn't seep
            into the ground.  But guess what --

                               ED
            They skipped that step.

                               ERIN
            I guess it was a little too inconvenient.
            So for fourteen years, this stuff flowed
            into the groundwater, free as you please.

                               ED
            Jesus.
                        (beat)
            I don't even wanna ask what you did to make
            this Melendez guy talk.

     In response to the insinuation, Erin gives him a glare.

                               ERIN
            For your information, Frank cares what was
            in those ponds 'cause he used to spend half
            his day wading around them.  That was his
            job.

                               ED
            No shit.

                               ERIN
            No --

     Suddenly, her eyes pop out of her head --

                               ERIN
            SHIT!  SHIT!  Hot!  Hot!  Hot!

     Tears spring to her eyes.  She fans furiously at her mouth.
     Ed finds the tequila from the client and hands it to her.
     She takes a swig.  There's a nanosecond of relief ... until
     the tequila hits.  Her eyes redden.  She spews and gasps.

                               ERIN
            You ... asshole ...

     Ed chuckles.

     INT. MASRY & VITITOE, ED'S OFFICE - LATER

     The tequila's been dipped into.  Ed and Erin are each lying
     on a couch, staring at documents.  Late-night working.

                               ED
            Erin -- lemme tell you something.  If I'da
            put three researchers on this, I wouldn't
            expect them to dig up all the information
            you got here.  This is some damn good work.
         
                               ERIN
            Yeah?  Then gimme another raise.

                               ED
            Hey, I got a staff to pay, plus rent, plus I
            haven't billed a minute of my time since I
            started on this case, so you can quit
            hitting me up like I'm rich or something.

     He gets up, grabs his trash can, and moves around the room
     with it, cleaning up all the Chinese food cartons.

                               ERIN
            Don't give me that.  You're gonna get plenty
            rich off of this, Mr. 40 percent.  We got
            those PG&E fuckers by the balls here.

                               ED
            We've got the PG&E fuckers in Hinkley by the
            balls.  But nobody's getting rich unless we
            can pin this on the corporate PG&E fuckers
            in San Francisco.

                               ERIN
            What do you mean?

                               ED
            PG&E corporate is claiming they had no way
            of knowing what was going on in Hinkley.

                               ERIN
            Oh, they knew.  They had to know.

                               ED
            Show me the document that proves that.

     She doesn't have one.

                               ED
            Then they didn't know.  And if they didn't
            know, we can't hit 'em for punitive damages.
            And punitive damages is where the money is.

                               ERIN
            Jesus Christ, Ed -- you know, the more I
            work on this thing, the more I realize what
            a crock of shit this legal system is.  Here
            we got a company that poisoned a whole
            aquifer -- that built a pool for a town,
            then filled it with toxic water -- and we're
            the ones who've gotta bust our ass proving
            things?  That's just not right.

     Beat.  Ed smiles.


                               ED
            I like this case.

                               ERIN
            Really?  It makes me sick.

                               ED
            Me too.  That's why I like it.  It's been a
            long time since I had a case I cared about.

                               ERIN
            You didn't care about my case?

                               ED
            I would now.

     He gives her a long look.

                               ED
            Hey.  I like working with you.

                               ERIN
            Well, good, Ed.  I like working with you
            too.

     They both smile a little awkwardly.  Take a beat.  Then:

                               ED
            When'd you start calling me Ed?

     INT. MASRY & VITITOE - NIGHT

     The Christmas party.  The office is decorated; someone is
     Santa.  Erin and George enter, all dressed up.

     INT. MASRY & VITITOE, HALLWAY - NIGHT

     Erin's giving George a guided tour.  As they head down the
     hall, every desk is decorated and has a present on it

                               GEORGE
            I'm just saying -- we have one night to
            ourselves, why do we have to spend it here?

                               ERIN
            Cause it's my office party.  If you had an
            office, I'd go to your party.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S DESKS - NIGHT

     It's dark.  The door to Erin's area opens.

                               ERIN
            And here, ta-daa, is my desk.

     She flicks on the lights.  Brenda's desk is decorated and as
     a present on it.  Erin's is empty.

                               GEORGE
            Which one?
                        (it's obvious)
            Maybe they didn't think you were coming.

     Erin shakes her head.  She's surprised by how hurt she is.

                               ERIN
                        (quietly)
            God damn.  I work so hard.  The least they
            could do ...

     George looks over at her, sees her eyes glisten a little.  He
     goes over to her, wraps his arms around her.

                               GEORGE
            Hey.  Fuck 'em, babe.  Who needs 'em, huh?

     He kisses her.  She leans into him.  He kisses her some more.

                               GEORGE
                        (quietly)
            See?  All we need is each other.

     She kisses back.  She's gonna let him take care of her.  Some
     more kisses, heating up.  He slides her onto her empty desk.

                               GEORGE
            Good thing there isn't a present there, huh?
            That mighta hurt.

     She laughs a little.  He slides his hands up her skirt.  She
     pulls him into her, tugging his shirt out of his pants.

     INT. MASRY OFFICES, HALLWAY - NIGHT

     Ed is coming down the hall with his wife, JOEY.  Joey is much
     younger than Ed, and very pretty.

                               ED
            I'll show you what we did back here --

     INT. ERIN'S DESK - NIGHT

     Erin and George, in a rapidly-heating-up clinch on her desk,
     hear the voices.  Erin pulls away.

                               ERIN
            That's Ed.

                               GEORGE
            Lock the door.

                               ERIN
            No, I wanna say hi.

     He pulls her back into him, not wanting to move.

                               GEORGE
            We'll say hi later.  Lock it.

     But Erin pulls away ...

                               ERIN
            Come on, George, it's a party.

     He watches her straighten her dress and take a step away from
     him.  It's just one step, but it feels a hell a lot farther.

     INT. RECEPTION AREA - LATER

     Erin and Ed are at the reception desk, talking and laughing.

     NEARBY, Joey and George are standing together, awkwardly.

                               JOEY
            Your wife's real pretty.

                               GEORGE
            She's not my wife.

     INT. ERIN'S HOUSE, MATT AND KATIE'S BEDROOM - NIGHT

     Matthew lies awake in his bed, listening to George and Erin
     fight.

                               GEORGE (O.S.)
            It wouldn't kill you to talk about
            something other than yourself and your own
            fucking job once in a while --

                               ERIN (O.S.)
            What do you want to talk about instead?
            Your day?  That's a fascinating subject.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - NIGHT

     Erin and George are fighting while they get ready for bed.

                               GEORGE
            Fuck you.  Just cause I don't spend all day
            trying to prove what hot shit I am --

                               ERIN
            That is not what I'm --

                               GEORGE
            Bullshit, Erin.  Bullshit.

     The fight is interrupted by the sound of BETH CRYING.

                               ERIN
            Great.  Excellent.  Thank you very much.

     She leaves the room.

     INT. BETH'S ROOM - NIGHT

     Beth is wailing in her crib.  Erin comes in in her nightshirt
     and lifts Beth out.  Then, more to herself than to Beth:

                               ERIN
            It's okay, baby.  It'll be okay.

     She runs her hand over Beth's head, then slides down the wall
     and crumples onto the floor.  As she curls around Beth, Erin
     starts to COUGH.  Deep, raspy coughs from way down low.

     EXT. PG&E STATION - NIGHT

     Late, late at night.  The plant is silent.  The property
     seems empty, until we notice Pete Irving standing alone
     inside the gates, staring up at the station.

     After a beat, he picks up a rock and hurls it at the plant.
     It misses.  Not that it would do anything if it hit.  He
     reaches for another, throws it.  Then another, and another.
     He hurls rock after rock at the gigantic plant.  Then,
     overwhelmed by his impotence, he lets out a TERRIFYING YELL.

     INT. IRVINGS' HOUSE, DONNA'S BEDROOM - DAY

     Donna's sitting quietly in bed.  Erin is sitting on the edge
     of the bed.

                               DONNA
            I'd got so used to having 'em come up
            benign, I guess I just didn't expect it.

     She looks down her shirt front.

                               DONNA
            Sure wish I had longer to get used to the
            idea.
                        (beat)
            You think if you got no uterus, and no
            breasts, you're still technically a woman?

                               ERIN
            Sure you are.  You're just a happier woman,
            cause you don't have to deal with maxi-pads
            and underwire.

     Donna smiles a little.  Then her face crumbles.

                               DONNA
            We're gonna get them, aren't we, Erin?  You
            gotta promise me we're gonna get them.

     INT. MASRY & VITITOE, DAY

     CLOSE ON THE FAX LED

     as DOCUMENTS are faxed once again to the PG&E CLAIMS DEPT.

     THEN AGAIN, on another day.

     AND AGAIN, on another day.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is once again checking the lie of his tie in a window.
     Erin is popping some aspirin, trying to kill a headache that
     has brought with it a healthy dose of intolerance.

                               ERIN
            If they've sent that little shmuck Baum
            again, I'm gonna be real pissed off.

                               ED
            From their tone of voice on the phone, I'd
            say they're taking us more seriously.

                               ERIN
            Yeah, I heard that one before.

     Brenda leans her head in.

                               BRENDA
            Mr. Sanchez, Mr. Webster, Mr. Buda, and Ms.
            Cooper, from PG&E are here.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Talk about moving up the food chain.  MS. SANCHEZ, MR.
     WEBSTER, MR. BUDA, and MR. COOPER mill slowly about the
     reception area like sharks.  They all ooze importance.

     INT. MASRY & VITITOE, OUTSIDE OF ED'S OFFICE - DAY

     Erin, Ed and Brenda are staring out at them.

                               ERIN
            Jesus.  They look like the Secret Service.

                               ED
            They're trying to intimidate us.
                        (then, to Brenda)
            Tell them to wait in the conference room.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     Sanchez, Webster, Buda, and Cooper are seated.

     The door opens and Ed enters, legal pad under his arm.
     Followed by Erin, legal pad under her arm.  Followed by Anna
     (looking professional in Brenda's suit coat), legal pad under
     her arm.  Followed by Mario (in a suit produced from who
     knows where), legal pad under his arm.  If you didn't know
     better, you'd assume it was a team of lawyers as well.

                               ED
            Counselors --

                               MR. SANCHEZ
            Counselors.

     Ed and Erin sit down and get to work.  Mario and Anna,
     clearly told to just follow along, sit down a moment later.

     INT. MASRY & VITITOE, CONFERENCE ROOM - LATER

     Mario and Anna are sitting mutely in their seats beside Ed
     and Erin, firing blank looks across the table.

                               SANCHEZ
            Let's be honest, here.  Two million dollars
            is more money than these people have ever
            dreamed of.

     Erin has no patience for this today.

                               ERIN
            Oh, see, now that pisses me off.  First of
            all -- we got more'n a hundred plaintiffs.
            They may not be sophisticated, but they do
            know how to divide, and two million dollars
            isn't shit when it's split between them.

     Mario and Anna exchange a look.  This is getting interesting.

                               ED
            Erin --

     But there's no stopping her.

                               ERIN
            And second of all -- these people don't
            dream about being rich.  They dream about
            being able to watch their kids swim in a
            pool without worrying they'll have to have a
            hysterectomy at age 20, like Rosa Diaz -- a
            client of ours -- or have their spine
            deteriorate like Stan Bloom.  Another client
            of ours.  So before you come back here with
            another lame-ass offer, I want you to think
            real hard about what your spine is worth,
            Mr. Buda -- or what you'd expect someone to
            pay you for your uterus, Miss Sanchez --
            then you take out your calculator and
            multiply that number by a hundred.  Anything
            less than that is a waste of our time.

     And she gets up and storms out of the meeting.

     INT. MASRY & VITITOE, COFFEE AREA - DAY

     Erin drinks a big swig of coffee and pops a few more aspirin.
     Beyond her, the PG&E lawyers are filing out of the office.
     Anna wanders over to Erin, a little uncomfortable.

                               ANNA
            Um, Erin?
                        (Erin turns)
            Listen.  Even though you're not necessarily
            my favorite person in the world ...
                        (beat)
            ... sometimes you're not half-bad.

                               ERIN
            I'm gonna assume that was meant as a
            compliment, Anna, and just say thank you.

     INT. MASRY & VITITOE, ERIN'S DESK - NIGHT

     Erin's at her desk, which is completely buried in documents
     and files.  She's visibly exhausted, struggling to focus on
     the page, and COUGHING while she works.  Ed calls to her.

                                ED
            Hey.  A new plaintiff called, wants to meet
            you.  I told him we'd be out there Thursday.

                                ERIN
            D'you get his name?
                        (no answer)
            Course not.  Jesus, Ed --

                                ED
            He said he'd be at the gas station at six.

                                ERIN
            Boy, this job takes me to some of the best
            damn places, huh?

     EXT. HINKLEY GAS STATION - SUNSET

     Erin is sitting out front, swigging cough syrup from the
     bottle.  She checks her watch: 6:30.  The GAS STATION
     ATTENDANT comes out, locks up, and turns out the lights.

                                ERIN
            This is the only station in town, right?

                               ATTENDANT
            Yup.

     He gets in his car and drives off.  Erin sits down again.
     Looks down the road in both directions.  Nothing.

     Then she spots, behind some bushes across the street, a glint
     of chrome.  She shields her eyes against the sunset and sees:
     the BEAT-UP TRUCK parked behind some shrubbery.

     Erin looks around, realizes she's alone.  As she looks back
     at the truck, the ASH of a cigarette brightens in the cab.
     She realizes she's being watched.  The driver's door opens.

     Erin bolts for her car, scrambling to find her keys.  She
     jumps in, locks her doors, and tries to start her car, but it
     won't turn over.  Panic.  The Man in the Dark Glasses has
     gotten out and is heading toward her car. Erin looks around
     again.  Not a soul.  She tries the engine again.  And again.

     Just as he gets to her car, the engine engages.  Erin peels
     out of the gas station.

     INT. ERIN'S CAR - NIGHT

     Erin drives down the road, hyperventilating, trying to focus
     on the road.  She looks in the rear-view mirror -- nothing.

     She reaches the train tracks.  A train is passing.  She has
     to stop.  As she's waiting, the glint of headlights bounce
     off her rear view mirror.  Truck lights, coming her way.
     Fuck.  She looks at the train -- still passing -- then back
     at the headlights closing in on her.  The train, the
     headlights, the train, the headlights ...

     Finally, when the headlights are right behind her, the last
     train car zips by.  Erin peels out, bounding her rickety car
     over the tracks.  The truck follows.

     EXT. HINKLEY ROAD - NIGHT

     The Hyundai zips down the road.  And behind it, the truck.

     INT. HYUNDAI - NIGHT

     She looks out at the landscape around her.  It's black.  No
     other cars on the road.  She starts to panic, accelerates.

     EXT. HINKLEY ROAD - NIGHT

     The Hyundai going faster.  The truck still following.

     INT. HYUNDAI - NIGHT

     Erin comes up on a stop sign.  She runs it.  So does the
     truck.   A little later, she makes a turn and sees THE LOST
     CAUSE SALOON.  In the parking lot, like a lifeboat, sits Ed's
     Mercedes.  She pulls into the drive and jumps out of her car.

     INT. LOST CAUSE SALOON - NIGHT

     Ed is eating ribs when Erin bursts through the door.  She
     rushes over to him, near tears with fear and exhaustion.

                               ERIN
            Someone's following me.

                               ED
            What?  Who?

                               ERIN
            Some guy in a truck -- he waited till I was
            alone, then he followed me, like, two miles.
            Jesus, I'm shaking.  Get me a beer.

     Ed gets up and heads toward the door.

                               ED
                        (to the counter guy)
            Beer, please.

     As Ed looks out the door, Erin collapses onto a bench.

                               ED
            What kind of truck?

                               ERIN
            I don't know.  Big.  Dark.

                               ED
            He's gone.
                        (back to the table)
            Did you get a license plate?  Or a make?

                               ERIN
            No, Ed -- what with me running for my life,
            I didn't have time to check those things --

                               ED
            I was just asking.  Are you all right?

                               ERIN
            Yeah.  Yeah, I'm ... fine.

     Ed looks at her.  She looks terrible.  Shaky, tired, drawn.

                               ED
            Jesus, you look like shit.  When was the
            last time you had a decent night's sleep?

     EXT. HINKLEY MOTEL - NIGHT

     Crappy and pink.  Ed's Mercedes pulls into the parking lot.
     Erin's Hyundai follows.  Ed stops, gets out.

     INT. HYUNDAI - NIGHT

     Ed swings by Erin's open car window.

                               ED
            Don't worry.  I'm getting two rooms.

     EXT. HINKLEY MOTEL - NIGHT

     Erin and Ed amble down the porch, checking door numbers, each
     rattling a key.  They find their adjacent rooms and stop.
     Erin leans against the wall, too weak to stand.

                               ED
            Lock the door every which way you can.  And
            if there's anything -- funny sound, whatever
            -- pound on the wall.  I'll come right over.

     She nods a little.  Then before she goes into her room:

                               ERIN
            I think you should know -- there's very few
            people in the world who don't piss me off 90
            percent of the time.
                        (beat)
            You're one of 'em.

     It's as tender as she gets, and he's moved by it.  They look
     at each other.  Maybe even considering.  But after a long
     beat, she reaches for her door again.  Moment over.

                               ED
            I'm triple locking my door, so don't even
            think of trying to take advantage.

     She smiles, goes inside.  He watches her close her door
     behind her before going inside himself.

     EXT. ERIN'S HOUSE, FRONT STOOP - NIGHT

     George is sitting alone on the stoop, drinking a beer.  Music
     is coming from his house next door.  He stares out into the
     street with a lot on his mind.

     INT. ERIN'S HOUSE, KITCHEN - DAY

     Katie and Matt are making a mess of breakfast.  Beth is on
     the floor, grinding cereal into the linoleum.

                             ERIN (O.S.)
            Hello?

     Erin enters, having just gotten home, and sees the mayhem.

                             ERIN
            What are you doing?  Where's George?

                             KATIE
            I don't know.

                             ERIN
            George!

     She heads out.

     INT. ERIN'S HOUSE, ERIN'S BEDROOM - DAY

     George is sitting on the bed when Erin enters.

                             ERIN
            Jesus, George, they're turning the kitchen
            into a hellhole.  You know you can't leave
            them alone like that.

     He doesn't answer.  Doesn't move.  She notices this.

                             ERIN
            What's going on?  What are you doing?

                             GEORGE
            Thinking.

                               ERIN
            About what?

     He's very calm.  He holds out a small jewelry box.

                               GEORGE
            About this.

                               ERIN
            What's that?

                               GEORGE
            It's a pair of earrings.  I saw 'em in the
            mall one day, and I thought, damn, those
            would look good on those beautiful earlobes.
            So I bought 'em.  And I said to myself, next
            time Erin says something nice, does
            something nice, I'll surprise her with 'em.
                        (beat)
            Know how long ago that was?  Six months.  In
            six months, you haven't said one nice thing
            to me.  That's a long time.

                               ERIN
            I'm sorry.  I'm just working so hard --

                               GEORGE
            I know.  But still.  Six months.
                        (he stands)
            I think you oughta either find a different
            job or a different boyfriend.  Cause there
            may be men who don't mind being the maid and
            getting nothing in return, but I'm sure as
            shit not one of 'em.

                               ERIN
            I can't leave my job, George.

                               GEORGE
            Yeah, you can.  You could just quit.  People
            do it all the time.

                               ERIN
            I can't.  Look -- this job -- it's the best
            thing that ever happened to me.  I mean it.
            For the first time in my life, I got people
            respecting me.  Up in Hinkley, I walk into a
            room and everyone shuts up just to hear what
            I got to say.  I never had that.  Ever.
            Don't ask me to give it up.  I need it.

                               GEORGE
            More than you need me.

                               ERIN
            I need it.

     He nods, then stands, to leave.

                               GEORGE
            Maybe you didn't like who you were before,
            Erin, but I did.  That's who I fell in love
            with.

     Only then does she see the packed duffel bag in the corner.

                               ERIN
            You already packed up your stuff?

                               GEORGE
            I pretty much knew what your answer was
            gonna be.

     He picks it up and walks out the door, tossing the earring
     box on the bed as he goes.

     INT. ERIN'S BEDROOM - NIGHT

     Erin is at her window, looking out at the street below.
     George is strapping a couple of bags onto the back of his
     bike.  He gets on the bike, starts it up, and drives away.

     INT. HYUNDAI - DAY

     Erin is driving, looking weary.  Her kids are in the car.

     Matthew turns on the radio.  Erin reaches over and turns it
     off.  Matthew turns it back on.  Erin glares at him, turns it
     off.  On/off/on/off.  A test of wills.  Finally, when Matthew
     turns it on one more time, Erin turns it off, yanks the knob
     off the stereo and throws it out the window.

     EXT. MASRY & VITITOE PARKING LOT - DAY

     The Hyundai pulls into the lot.

     INT. HYUNDAI - DAY

     Erin parks the car, unclips her seat belt.

                               ERIN
            Wait here.

     She gets out.

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Business as usual.  Erin comes in, goes straight to her desk.

     INT. MASRY & VITITOE, ERIN'S DESK - DAY

     Erin flips through her "in" box, looking for something in
     particular.  Doesn't find it.  Grrr.  She heads off to:

     INT. MASRY & VITITOE, JANE'S OFFICE - DAY

     Jane is at her desk when Erin comes in.

                               ERIN
            Where's my paycheck?

                               JANE
            Have you been logging on?

                               ERIN
            What?

                               JANE
            I moved payroll onto the computer.  It only
            knows to process paychecks for employees who
            log on in the morning and off at night.

                               ERIN
                        (seething)
            Now how'm I supposed to do that when I'm not
            in here most mornings and nights?

                               JANE
            You're clever.  I'm sure you'll think of
            something.

     Erin glares at her ...

                               ERIN
            I don't believe this --

     ... then turns and storms out of Jane's office.

     INT. MASRY & VITITOE, ED'S OFFICE - DAY

     Ed is on the phone when Erin barges in, rage in her eyes.

                               ERIN
            I want my fucking money --

                               ED
                        (into phone)
            I'm sorry, I'm gonna have to put you on hold
            for just one second here --
                        (puts the call on
                         hold, then, to Erin)
            Do you mind?

                               ERIN
                        (seething)
            Yeah, I mind.  You bet your ass I mind.

     Clearly, she's in a dander he's going to have to deal with.

                               ED
            Oh, Jesus.  You wanna tell me what the
            problem is here, or --

                               ERIN
            It's my paycheck.  Which I earned.  Which I
            deserve.  Which I shouldn't have to beg for.
            That fat-ass bitch won't give it to me.

                               ED
            Erin, you're a big girl.  If you got a
            problem with Jane, work it out for yourself.
            I don't have time to deal with --

                               ERIN
            Fuck you.  Make time.  Cause I bust my ass
            for you.  I watch everything else in my life
            go straight in the toilet, for you.  And
            what do you do for me?  Huh?  You see the
            way I'm treated around here -- but have you
            ever stood up for me once?  Have you ever
            mentioned to everyone what good work I'm
            doing?  Have you ever bothered saying, hey,
            Erin doesn't get paid the most cause she has
            the best tits; she gets paid the most cause
            she's the best God damn employee I've ever
            had?

                               ED
            Is that what you want?

                               ERIN
            I want my paycheck.  By the end of the day.

     Ed sighs.  Realizes he's going to have to take this on.

                               ED
            I'll see what I can do.

                               ERIN
            You might want to think real hard about the
            amount, too.  My kids are sitting in the God
            damn parking lot right now, cause I still
            don't make enough to afford good child care.
            Makes me think about looking around for a
            job where I'm appreciated, for shit's sake.

     She storms out.

     INT. ERIN'S HOUSE, KITCHEN - NIGHT

     Erin is standing at the sink, visibly exhausted, trying to do
     the dinner dishes with one arm and comfort Beth, who's
     CRYING, with the other.  Matthew comes in.

                               MATTHEW
            Can I play roller hockey?

                               ERIN
            We'll see.

                               MATTHEW
            When?

     The DOORBELL RINGS.  Erin goes to get it.  Matthew follows

     INT. ERIN'S HOUSE, FRONT DOOR - NIGHT

     Matthew is dogging Erin on this.  Beth is still crying.

                               MATTHEW
            Randy's mom said yes right away.

                               ERIN
                        (snapping)
            Well, God damn it, Matthew -- Randy's mom
            doesn't work eighteen-hour days, and Randy's
            dad didn't leave her, so figuring out who's
            gonna take who where is a little easier over
            at Randy's house.

     Erin opens the door.  A MESSENGER is there.

                               MESSENGER
            Erin Brockovich?

                               ERIN
            Yeah?

                               MESSENGER
            Package from Masry & Vititoe.

     He hands her a manila envelope.  She signs for the package,
     then tears into it as the Messenger heads away.

     A CHECK and a SET OF KEYS fall out.  She looks at the check.
     It's made out for $5,000.  A note attached reads "HIRE A
     NANNY. AND LOOK OUTSIDE. - E."

     Erin looks up and sees A BRAND-NEW CHEVY BLAZER parked on the
     curb.  She looks at the keys in her hand.  Chevy keys.  Whoa.

     EXT. MASRY & VITITOE, PARKING LOT - DAY

     Erin drives up in the Blazer, pulls into a parking space.

     INT. MASRY & VITITOE, LAW LIBRARY - DAY

     It's dark.  Ed's seated at a table, alone.  Erin walks by the
     door, then spots him and stops in the doorway.

                               ERIN
            Believe it or not, I would've been satisfied
            with just the check.

     Ed turns, sees her.

                               ED
            Well, you go threatening to leave, I can't
            take any chances.  You're the only person
            around who understands what I'm doing.
            Things come up, I gotta know I got someone
            to turn to.

     She sits, reading him.

                               ERIN
            What kind of things come up?

                               ED
            Things like the head counsel for PG&E
            calling me with an offer.
                        (beat)
            20 million, plus attorney's fees.  Take it
            or leave it.

                               ERIN
            Whoa.  No shit.

                               ED
            It's about 50 thousand per plaintiff.

                               ERIN
            So what are you thinking?

                               ED
            I'm thinking ... I wish someone else had to
            make this decision.
                        (beat)
            50 thousand bucks is more than any other
            California toxic plaintiff has gotten.
            Ever.  But ...

                               ERIN
            ... but it won't cover Annabelle Daniels's
            medical bills.

                               ED
            And it's less than pocket change for PG&E.

                               ERIN
            Do you think we'd do better by going to
            trial?

                               ED
            Maybe.  but maybe not.  We still don't have
            anything linking this to PG&E corporate.
            Plus, there's the statute problem.  Plus,
            we're way short on manpower, so we'd need to
            bring on more lawyers ...

                               ERIN
            Plus, 40 percent of 20 million's a whole lot
            of money.

                               ED
            It's eight million dollars, Erin.  Eight
            million dollars.

     Beat.

                               ERIN
            That's a fucking fortune, Ed.  And you know
            I'm the last person on Earth to walk away
            from a big payday.  But you and me didn't
            get into this to get rich.  We did it cause
            we both have this voice in our heads saying,
            do the right thing; get these plaintiffs
            what they deserve -- the right to live and
            die in some kind of comfort and peace.  If
            50,000 isn't gonna buy that, then we gotta
            say no.
                        (beat)
            Trust me.  If you don't do the right thing
            for these people, getting that 6 million
            dollars is gonna feel like shit.

     He nods to himself, and looks up at her, his mind made up.

                               ED
            I knew I put up with your bullshit for a
            reason.

     INT. ERIN'S NEW CAR - DAY

     It's raining.  They're driving through the tall buildings of
     Century City.  Ed is full of nervous excitement.

                               ED
            This guy, Erin -- he's got more toxic tort
            experience than anyone else in California.
            He's huge.  And he said yes to me on the
            first phone call, right off the bat.
                        (points to a building)
            That's it.  The big one.  They've got the
            top three floors.

     INT. POTTER, HUGHES & ROSEWOOD, RECEPTION - DAY

     It feels more like the lobby of a five-star hotel than an
     office.  Erin and Ed step off the elevator.  Erin gawks.

                               ERIN
            Holy shit.  Who do they represent, God?

                               ED
            Don't joke.  They might.  So do me a favor
            and behave yourself for once.
                        (to receptionist)
            Ed Masry to see Kurt Potter.

     As Ed turns to check his reflection, a YOUNG LAWYER comes
     through the reception area.  Erin watches him pass, then,
     still miffed, calls out to him.

                               ERIN
            Scuse me, sir, you got a real nice ass, you
            know that?

     The lawyer double-takes on her, then retreats into the
     office.  Erin turns to Ed, smiles.

                               ERIN
            Oh, I'm sorry.  Was that not what you meant
            by behaving myself?

     INT. POTTER, HUGHES & ROSEWOOD RECEPTION AREA - DAY

     THERESA DELLAVALLE, 38, junior partner, comes out to greet
     them.  She's everything Erin isn't: conservative, restrained,
     unemotional.  And about as sexy as a station wagon.

                               THERESA
            Ed.  Good to see you again.

                               ED
            Theresa, hey -- this is Erin Brockovich.

     INT. POTTER, HUGHES & ROSEWOOD HALLWAY - DAY

     Theresa leads Ed and Erin down a long hall of teak desks.
     The sound of their footfalls is swallowed up by the plush
     carpeting.  Occasional ATTORNEYS and PARALEGALS glance at
     Erin.  She feels their stares.

     INT. POTTER, HUGHES & ROSEWOOD, KURT POTTER'S OFFICE - DAY

     Potter is sitting behind his giant desk when Theresa leads Ed
     and Erin in.

                               THERESA
            Kurt, Ed Masry's here.  And this is Erin
            Brockovich, Ed's assistant.  Erin, this is
            Kurt Potter.

                               POTTER
                        (to Ed, with a wink)
            Well.  Now I know what you meant when you
            called her your secret weapon.

     Erin gives Ed another look.  What the fuck?  Ed gives her a
     firm look back.  Behave.

     INT. POTTER, HUGHES & ROSEWOOD, CONFERENCE ROOM - DAY

     Potter, Ed, Erin, Theresa and few  PARALEGALS are sitting
     around the table.  As the conversation ping-pongs between Ed
     and Potter, Potter completely ignores Erin.

                               POTTER
            When'd they file the demur?

                               ED
            Yesterday.

                               ERIN
            What's a demur?

                               ED
            It's PG&E saying to the judge that we don't
            have a case.  Their lawyers go --

                               POTTER
            How many counts?

                               ED
            Sixty-nine.  We've got good answers to all
            of 'em.

                               ERIN
            Counts?

                               ED
            Reasons PG&E thinks it shouldn't go to --

                               POTTER
            Who's the judge?

                               ED
            Corey.

                               POTTER
            Good.

                               ERIN
            Why good?

                               ED
            He's got a reputation for doing all his --

                               POTTER
            How long's he gonna take?

     Erin's starting to steam at Potter.  Theresa sees it brewing,
     tries to intercede.

                               THERESA
            You know what?  Why don't I take Erin down
            the hall, so we can start in on this stuff?

     Erin notices all her files in stacks against the wall.

                               ERIN
            Hey -- those are my files --

                               THERESA
            Yeah, we had them couriered over.  And
            listen, good work.  They're a great start.
            We're just going to have to spend a little
            time filling in the holes in your research.

     Okay, these people are starting to piss her off.

                               ERIN
            Excuse me -- Theresa, was it?  There are no
            holes in my research.

                               THERESA
            No offense.  There are just some things we
            need that you probably didn't know to ask.

                               ERIN
            Don't talk to me like I'm an idiot, okay?  I
            may not have a law degree, but I've spent 18
            months on this case, and I know more about
            those plaintiffs than you ever will.

                               THERESA
            Erin.  You don't even have phone numbers for
            some of them.

                               ERIN
            Whose number do you need?

                               THERESA
            Everyone's.  This is a lawsuit.  We need to
            be able to contact the plaintiffs.

                               ERIN
            I said, whose number do you need?

                               THERESA
            You don't know six hundreds plaintiffs'
            numbers by heart.

     Erin just stares at her.  Theresa sighs, reluctantly glances
     down at a file.

                               THERESA
            Annabelle Daniels.

                               ERIN
            Annabelle Daniels.  714-454-9346.

     As Theresa starts to write it down:

                               ERIN
            10 years old, 11 in May.  Lived on the plume
            since birth.  Wanted to be a synchronized
            swimmer, so she spent every minute she could
            in the PG&E pool.  She had a tumor in her
            brain stem detected last November, had an
            operation on Thanksgiving, shrunk it with
            radiation after that.  Her parents are Rita
            and Ted.  Ted's got Chron's disease, and
            Rita has chronic headaches and nausea and
            underwent a hysterectomy last fall.  Ted
            grew up in Hinkley.  His brother Robbie and
            his wife May and their five kids Robbie,
            Jr., Martha, Ed, Rose, and Peter lived on
            the plume too.  Their number's 454-9445.
            You want their diseases?

     Beat.  Erin glares at Theresa, indignant.

                               THERESA
            Okay, look -- I think we got off on the
            wrong foot here --

                               ERIN
            That's all you got, lady.  Two wrong feet.
            In fucking ugly shoes.

     INT. PARKING LOT - NIGHT

     It's still raining.  Erin is following Ed to the car.  He's
     furious.

                               ERIN
            She insulted me!

                               ED
            Bullshit.  It was a misunderstanding.  But
            instead of handling it politely, instead of
            treating her with respect --

                               ERIN
            Why the fuck should I respect her?

     Ed stops in his tracks, furious.  He glares at her.

                               ED
            Because that's how people treat each other!

                               ERIN
            Not in my world.

                               ED
            Gee, I wonder why.

     On that, he gets in his car, slams the door, and drives off,
     leaving her standing alone in the pouring rain.

                               ERIN
            Hey!  You're my ride!

     INT. POTTER, HUGHES & ROSEWOOD, HALLWAY - DAY

     Potter and Ed are walking down the hallway, mid-conversation.
     A FEW PARALEGALS follow them with files.

                               POTTER
            I've also been thinking about the team.
            Responsibilities, who should cover what --

                               ED
            Right.

                               POTTER
            I think we should makes some changes.

     EXT. LINWOOD'S DAIRY - DAY

     Bob Linwood is in his barn, mucking it out.  Theresa is at
     the edge of the property, trying unsuccessfully to get his
     attention by yelling and waving her arms.  In her expensive
     shoes, she's stopped short of the cow patty minefield.

     INT. POTTER, HUGHES & ROSEWOOD, CONFERENCE ROOM - DAY

     CLOSE ON A CLIENT FILE as a hand fills in a phone number.

     WIDEN TO SEE Erin seated with a PARALEGAL, rattling off facts
     and numbers from memory.  She's seized by a COUGHING FIT.

     EXT. LINWOOD DAIRY - DAY

     Theresa still hasn't gotten Linwood's attention.  Finally,
     rather than ruin her shoes, she picks up a stone and tosses
     it at the barn.  It hits the window and BREAKS IT.

     INT. MASRY & VITITOE, ERIN AND BRENDA'S DESKS - DAY

     Erin's desk is empty: no Erin, no files, nothing.  Ed comes
     out of his office and hands Brenda a STACK OF DOCUMENTS.

     CLOSE ON THE FAX LED

     Brenda types in the number.  The recipient's I.D. comes up
     again, only this time it says: POTTER, HUGHES, ROSEWOOD.

     INT. POTTER, HUGHES, ROSEWOOD, HALLWAY - ANOTHER DAY

     A SECRETARY carries the documents to Potter's office.  On the
     way, she passes THE CONFERENCE ROOM.  Inside, Erin is still
     dictating to the PARALEGAL.  She's shivery with fever now.
     The floor around her is littered with tissues.

     INT. DANIELS' HOUSE - DAY

     Theresa is talking to Rita and Ted Daniels.  Annabelle is
     curled up on the sofa, wrapped up in a blanket.  Rita and Ted
     notice that Theresa doesn't even look at Annabelle.

     INT. ERIN'S APARTMENT, KITCHEN - DAY

     Erin is lying in bed, home sick, talking on the phone.  She's
     talking over the noise of TANIA, her 20-something Eastern
     European nanny, vacuuming the hall.

                               ERIN
            I know she isn't real warm, but they say
            she's a real good lawyer ...

     INTERCUT WITH

     INT. DANIELS' HOUSE - DAY

     Ted Daniels is on the phone.  Rita is next to him.

                               TED
            That may be.  But I don't want her coming to
            the house again.  She's kinda stuck-up, and
            she upsets Annabelle.  Now, I hate to say
            this, but when she left today, Rita asked if
            we should get a new lawyer.

                               ERIN
            Ted, no -- don't do that.  If you don't like
            Theresa, you don't have to work with her.
            Me and Ed are still here for you.

                               TED
            I called Ed two days ago, Erin, and he still
            hasn't called me back.

     INT. MASRY & VITITOE, BRENDA'S DESK - DAY

     The phone rings.  Brenda picks up.

                               BRENDA
            Ed Masry's office ... Sorry, he can't be
            interrupted.

     INTERCUT WITH Erin at home, still in bed, so irritated.

                               ERIN
            Don't be a pain in the ass, okay, Brenda?
            Just put him on.

                               BRENDA
                        (with finality)
            I said, he can't be interrupted.

     Erin hangs up.  Then, with a groan, she pulls her weary body
     out of bed.

     INT. MASRY & VITITOE, RECEPTION - DAY

     Erin drags herself into the office.

                               ROSALIND
            Hey, Erin, I thought you were taking a sick
            day.

                               ERIN
            So did I.

     She heads toward Ed's office, but stops when she sees a
     meeting in progress in the conference room.  Ed is on the
     side of the table facing her, flanked by Potter and Theresa.
     On the other side of the table, are FOUR SUITED BACKS.

                               ERIN
            What's going on in there?

                               ROSALIND
            Some meeting.  With PG&E people.

                               ERIN
            PG& -- Are you sure?

                               ROSALIND
            Yup.  They must be important, too, cause
            they came on a special plane.

     Erin feels this like a sock in the gut.  She stares at the
     meeting, stunned.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     This band of PG&E lawyers is the oldest and most impressive
     of all.  Ed, Potter, and Theresa are listening to the most
     senior PG&E lawyer, MR. CORBIN, talk.

                               CORBIN
            ... we would enter into binding arbitration
            -- judge, no jury -- with a settlement to be
            between 50 and 400 million dollars.

     Ed and Potter hear this and think about it.

                               POTTER
            Any preconditions on the settlements?

                               CORBIN
            The plaintiffs have to agree to it
            unanimously.  And they're barred from ever
            discussing their settlement with anyone.

                               ED
            50-400 million dollars isn't a whole hell of
            a lot of money for your company, Mr. Corbin.

                               HEAD COUNSEL
            50-400 million dollars is a great deal of
            money for your plaintiffs, Mr. Masry.

     As Ed mulls this, he sees, beyond Mr. Corbin,

     ERIN

     staring at him from the other side of the glass wall, her
     face cold with hurt and anger.

                               ED
            Could I -- just take a brief break here for
            a moment?  I'll be right back.

     He gets up and goes out into:

     INT. MASRY & VITITOE, MAIN ROOM - DAY

     Ed comes out.  Erin's so angry she can barely breathe.

                               ERIN
            If you tell me to relax, I'm gonna kick your
            fucking head off --

                               ED
            Erin, it's just a meeting.

                               ERIN
            People don't fly down in their own god damn
            plane for "just a meeting" --

                               ED
            Look, you said you weren't feeling great.  I
            thought you should rest.

                               ERIN
            Bullshit.  You'd drag me off my deathbed if
            it suited you.

                               ED
            Okay, look.  It's an important meeting.
            Kurt thought, if it was just lawyers --

                               ERIN
            Kurt thought?  What about you?  Do you think
            anymore?

     He resists being dragged into an knock-down, drag-out fight.

                               ED
            Look, this is serious now.  They're talking
            serious money --

                               ERIN
            And, what, I'm not serious?

                               ED
            You're emotional.  You're erratic.  You say
            any God damn thing that comes into your
            head.  And I'm not saying that's bad.  That
            can be great; that can be a lot of fun --

                               ERIN
            "Fun?"  Jesus, "fun?"  I kill myself for a
            year and a half, hand you the best case of
            your life on a God damn silver platter,
            remind you of why you became a lawyer in the
            first place, and you think of me as "fun?"

                               ED
            Okay, now you're making this personal, and
            it isn't --

                               ERIN
            Not personal?  That's my work in there, Ed.
            My sweat, my labor, my time.  If that's not
            personal, I don't know what is.

     She starts to COUGH and CRUMBLE, but fights it.

                               ERIN
                        (weakened)
            How dare you take that away from me.

                               ED
            No one's taking anything --

                               ERIN
            Bullshit.  You stuck me in Siberia dictating
            to some God damn steno clerk so you could
            finish this thing without me.  After all
            I've done for you, that's the thanks I get.

     By now the entire office is watching.  As are the lawyers in
     the conference room.

                               ED
            Don't give me that.  You've gotten plenty.
            You've been well-paid; you've gotten lots of
            perks ...

                               ERIN
            Perks?  Jesus -- perks?

     Erin reaches into her bag, pulls out her cel phone.

                               ERIN
            If this piece of shit is supposed to take
            the place of your respect, you can take it
            and shove it up your ass.

     She throws it at him and storms away.  The phone hits the
     glass wall of the conference room, CRACKING it.  Ed just
     stands there, with the lawyers staring at him through the
     splintered glass wall.

     EXT. MASRY & VITITOE PARKING LOT - DAY

     Erin gets to her car.  As she opens the door, the ALARM
     SOUNDS.  She fumbles with her keychain, trying to turn it
     off, but she's too sick and upset to figure it out.  With the
     siren still blaring, she kicks at the car in rage.

     INT. ERIN'S CAR - NIGHT

     Erin's driving home.  As she turns onto her street, her
     headlights wash across the sidewalk and illuminate a small
     boy, wearing a backpack, walking the other way.

                               ERIN
            Holy shit --

     She looks over her shoulder, but the sidewalk is too dark.
     She pulls a U-turn in the middle of the street.  A CAR HONKS.

     Erin scans the sidewalk, finally sees him again.  Holy shit,
     is right.  It's Matthew, wandering the streets at night.

                               ERIN
            Matthew --

     She pulls ahead of Matthew and bumps up onto the sidewalk,
     blocking his path.  When he sees her car, he turns and runs
     the other way.  Erin leaps out and follows him.

                               ERIN
            Matthew!  MATTHEW!

     She catches up and collars him.

                               ERIN
            God damn it, Matthew.  What the hell are you
            doing out here?

                               MATTHEW
            I'm gonna go live with George.

     INT. ERIN'S HOUSE - NIGHT

     MUSIC is playing.  TANIA is on the phone.  The receiver is
     yanked from her hand.  She turns to see Erin hovering over
     her, barely containing herself.

                               ERIN
            If you leave here real fast, I might not
            kill you.

     INT. ERIN'S HOUSE, MATTHEW AND KATIE'S ROOM - NIGHT

     Matthew's in his bed, facing the wall.  Erin sitting on the
     foot of his bed, near tears.  Katie's watching from her bed.

                               ERIN
            We'll work out the roller hockey thing,
            okay?  Whatever you want, we'll work it out.
            I promise.

                               MATTHEW
            You always say that.  Then you go to work
            and forget you promised.

                               ERIN
            I never forget, honey.  I try, real hard.
            It's just, for some reason, I don't seem to
            be able to organize things right and -- when
            it comes to you guys, I end up falling
            short.

                               MATTHEW
            You never fall short for the work people.  I
            guess maybe you just love them more.

                               ERIN
            Oh, God, sweetheart, no.  There's nothing on
            Earth I love more than you.  Nothing.
                        (beat)
            I promise.

     She lays her hand on his shoulder, but he shrugs it off and
     inches away from her.

     INT. ERIN'S HOUSE, HALLWAY - NIGHT

     Erin comes out of the bedroom.  As she turns to close the
     door, she collapses to the floor in a heap.  Out cold.

     INT. HOSPITAL EMERGENCY ROOM - NIGHT

     A busy Southland ER.  George bursts through the doors with
     Katie, Matthew and Beth in tow.  He goes up to the desk.

                               GEORGE
            I'm looking for Erin Brockovich.  They
            brought her in in an ambulance?

     INT. ER WAITING AREA - DAY

     The kids are waiting.  George is talking to a DOCTOR.

                               GEORGE
            Meningitis?  What the hell is meningitis?

                               DOCTOR
            It's an inflammation of the spinal cord and
            part of the brain.

                               GEORGE
            Jesus.

                               DOCTOR
            She must be a tough cookie, cause it's a
            pretty advanced case.  I'd say she's been
            walking around with it for a few weeks now.

                               GEORGE
            How does someone get meningitis?

                               DOCTOR
            Usually, in adults, it's from exposure to
            bacteria or a virus or ...

                               GEORGE
            ... or lemme guess -- toxic waste?

     INT. HALLWAY OUTSIDE ERIN'S HOSPITAL ROOM - DAY

     Matt and Katie sit on the cheap plastic chairs outside the
     room.  Katie is holding Beth, who's sleeping.

                               GEORGE (O.S.)
            They can stay at my place till you go home.

     INT. ERIN'S HOSPITAL ROOM - DAY

     Erin's in bed, hooked up to an IV, looking exhausted.  All
     untouched food tray is beside her bed.  George is standing
     across the room from her, arms crossed tight across his
     chest, keeping his distance.

                               ERIN
            They said that'd be tomorrow.  They just
            wanna keep an eye on me another night.

                               GEORGE
            Fine.  I'll drop 'em off tomorrow afternoon.

     A moment of thick silence.

                               ERIN
            Thank you.

                               GEORGE
                        (giving nothing)
            Mm-hm.

     As she watches him reach for his motorcycle helmet, to leave,
     she's hit with a wave of regret.

                               ERIN
            George, hang on.
                        (he pauses)
            Look ... I'm sorry.  I just --

     There's a KNOCK at the door, and Ed enters.  George looks at
     him.  Not interested in her apologies.

                               GEORGE
            I'll drop 'em by tomorrow.

     And Erin watches George leave the room, then turns to Ed.

                               ERIN
            If you're here to fire me, your timing's
            lousy.

                               ED
            I'm not gonna fire you.
                        (beat)
            I wanted to.  But then you got sick, and
            that woulda made me look like a shit.
                        (serious)
            You embarrassed me, Erin.

                               ERIN
            I know.  I'm sorry.
                        (beat)
            Do I get to hear what happened anyway?

     INT. ERIN'S HOSPITAL ROOM - LATER

     Ed has taken off his coat and pulled a chair up next to
     Erin's bed.  He's eating the pudding off her tray.

                               ERIN
            Between 50 and 400 million, definitely?

                               ED
            Uh-huh.

                               ERIN
            And if you had to guess ...

                               ED
            With nothing linking it to the corporate
            offices yet, I'd say we'll end up on the
            lower end of that.  Still a lot of money.

                               ERIN
            So why would PG&E offer it?

                               ED
            Because.  They know the evidence; they know
            they're gonna lose a jury trial.  Maybe they
            wouldn't lose 400 million bucks, but once
            you factor in all they'd spend on this case
            in the next ten years, it makes a lot of --

                               ERIN
            Wait, what do you mean, ten years?

                               ED
            Five years, maybe, for a trial.  Double that
            for the appeal.

                               ERIN
                        (confused)
            I'm sorry, are you saying that if this thing
            goes to trial, it'll be ten years before
            these plaintiffs see their money?

                               ED
            Hey, that's not so bad.  Compare it to the
            Love Canal -- that was twenty years ago, and
            those people still haven't seen a dime.  So
            in legal terms, ten years is --

                               ERIN
            Fuck legal terms.  We're talking about human
            beings here.  Sick people.  A whole bunch of
            them are gonna be dead in ten years.  They
            need their money now!
                        (beat)
            We gotta get 'em to agree to the
            arbitration, Ed.  We gotta get every damn
            one of those plaintiffs to --

                               ED
            I know.  We're having a meeting, it's all
            set up --

                               ERIN
            When?  Where?

                               ED
            Tuesday at seven, at the Hinkley firehouse.

                               ERIN
            Okay, good.  I think I should be the one to
            tell 'em, cause they trust me more than --

                               ED
            You're not gonna be there.

                               ERIN
            The fuck I'm not.  I don't care what the
            doctor says --

                               ED
            This isn't doctor's orders.  It's mine.  I'm
            saying you can't come.

                               ERIN
            Why not?

                               ED
            Because Kurt doesn't want to work with you.
            He thinks you're a loose cannon.

                               ERIN
            Fuck Kurt.

                               ED
            Erin --

                               ERIN
            No, I'm serious.  You know what Kurt Potter
            is?  He's the kind of guy who never would
            have taken this case in the first place.
            He's the kind of guy who would have sold
            these plaintiffs down the river when PG&E
            offered 20 million.  He doesn't work like
            us, Ed.  There's no little voice in his head
            telling him to do the right thing.

     But his mind's made up.  He stands to leave.

                               ED
            Don't come, Erin.  I mean it.  If you do,
            I'm gonna have to fire you.
                        (beat)
            Just ... concentrate on getting well.

     EXT. HINKLEY FIREHOUSE - NIGHT

     The parking lot is empty, except for three Mercedes.  Ed,
     Potter, and Theresa are in the doorway, going over their
     notes.  A TRUCK pulls into the lot.

     INT. ERIN'S HOUSE, MAIN ROOM - NIGHT

     Katie and Matt are watching TV.  Beth is playing near them.
     Behind them, Erin is lying on the couch, under a blanket,
     distractedly trying to watch TV.  She checks her watch.

     EXT. HINKLEY FIREHOUSE - NIGHT

     The lot is filling with more cars and trucks; headlights
     criss-cross each other as people pull in from all directions.

     INT. ERIN'S HOUSE - NIGHT

     Erin's sitting up now, jiggling her knee, unable to sit
     still.  She checks her watch again.  6:30.  She can't take
     it.  She throws off the blanket and gets up.

                               ERIN
            Come on, kids, we're going for a ride.

     INT. HINKLEY FIREHOUSE - NIGHT

     CLOSE ON HANDS.  As people stream in, they are each handed a
     release form with a space for a signature on the bottom.

     INT. HINKLEY FIREHOUSE - LATER

     It's sweltering.  The room, packed with plaintiffs, hums with
     horse flies and tension.  People are fanning themselves with
     the release forms.  Potter's addressing them from a raised
     platform.  Ed, Theresa, and Andrew are seated behind him.

                               POTTER
            Binding arbitration isn't all that different
            from a trial.  It's overseen by a judge.
            Evidence is presented in much the same way.

     EXT. FIREHOUSE - NIGHT

     One more car pulls into the lot.  It's Erin's Chevy.

     INT. ERIN'S CAR - NIGHT

     Erin unbuckles her seat belt.

                               ERIN
            Stay in the car, babies, I won't be long.

     EXT. FIREHOUSE - NIGHT

     Erin gets out of the car, looks around, then goes over to a
     window and looks in at the packed meeting.

                               PLAINTIFF (O.S.)
            And then a jury decides?

                               POTTER (O.S.)
            No, sorry, I should have mentioned that.
            There's no jury in binding arbitration.  No
            jury, and no appeal.

     She climbs up on an old wagon for a better view.

                               BOB LINWOOD (O.S.)
            No appeal?  So what are our options if we
            don't like the result?

                               POTTER (O.S.)
            Well -- you have none.  The judge's decision
            is final.  But I really don't anticipate
            that as a problem.

     INT. FIREHOUSE - NIGHT

     Now, in addition to the stifling heat, the large room is
     thick with mistrust.  People are shifting in their seats,
     whispering to each other.

                               TOM BROWN
            You don't even know what it's gonna be; how
            do you know we're gonna like it?

     Agreeing MURMURS ripple through the crowd.

                               POTTER
            As I said before, it will definitely be
            somewhere between 50 and 400 million
            dollars.

                               MANDY BROWN
            Which?  There's a big difference there.

                               POTTER
            I wouldn't want to speculate at this point.

                               MANDY BROWN
            Ed -- what do you think it'll be?

     Potter turns around and looks at Ed seated behind him.

                               ED
            I think ... Kurt's right.  We shouldn't
            speculate.

                               MANDY BROWN
            So then, what, that mystery number's divided
            up at the whim of some judge --

                               POTTER
            Judges don't make decisions based on whim,
            ma'am.  They make them based on precedent
            and evidence.

     The GRUMBLE of discontent has overtaken the room.  More
     whispering, more movement.

     EXT. FIREHOUSE - NIGHT

     Erin watches the meeting fall apart.  It's driving her crazy.

                               ERIN
            Fucking idiot --

     INT. FIREHOUSE - NIGHT

     Potter sees he's losing them, too.  Tries to gain control.

                               POTTER
            Look.  Everyone.  Is this a big decision?
            Absolutely.  But I do believe that if you
            put a little faith in the system, you'll be
            quite pleased with the outcome.

     Ted Daniels gets up from his seat.

                               TED DANIELS
            Mr. Potter, if you knew me from Adam, you'd
            know that being pleased isn't an option for
            me anymore.  Now don't take this personally,
            sir, but I've never seen you before in my
            life.  I'm not about to put my faith in
            anything just cause you tell me to.

     He drops his agreement form, unsigned, then takes Rita's hand
     and heads for the door.

     EXT. FIREHOUSE - NIGHT

     Meeting's over.  The plaintiffs stream out of the firehouse.
     Cars start up, headlights flick on.  People pull away.

     INT. FIREHOUSE - NIGHT

     Everyone has left.  Erin enters and looks around.  The floor
     is littered with rejected, unsigned release forms.

     She thinks for a moment, then gets an idea.  She picks up a
     release form, and leaves the firehouse.

     EXT. MINI MALL - NIGHT

     Everything's closed, except the KINKO'S store at the far end.
     Erin's truck pulls into the parking lot.

     INT. KINKO'S - NIGHT

     A BORED EMPLOYEE is at the register, painting with Wite-Out
     on a blue piece of paper.  Erin enters, dragging her kids.

                               ERIN
            Can I have one of those counter thingies,
            please?

     The Employee gives it to her.  Erin crosses to the copiers.
     She slips the release form into one, then taps in the number
     of copies: 635.  Presses "START."  The machine WHIRS to life.

     EXT. HINKLEY MOTEL - NIGHT

     Erin's Chevy pulls into the parking lot.

                              MATTHEW (O.S.)
            I don't want to stay here.  It smells.

     INT. HINKLEY MOTEL ROOM - NIGHT

     Erin is entering the crappy motel room with her kids.

                               ERIN
            We got no choice.  I'm not gonna make it
            home tonight.  Now go wash up and climb into
            bed.

     As the kids wander toward the bathroom, Erin picks up the
     phone and dials.  RING, RING.

                               GEORGE (O.S.)
            Hello?

                               ERIN
            Hi.  It's me.
                        (silence)
            I got a favor to ask you.

                               GEORGE (O.S.)
            I don't do favors for you anymore.

                               ERIN
            It's not for me; it's for my kids.  You're
            the only one I trust them with.

     EXT. HINKLEY MOTEL - DAY

     Very early.  Erin is visible in the motel office, talking to
     the clerk, when George's motorcycle pulls into the lot.  She
     turns around and sees him pulling up next to her Chevy.

     EXT. ERIN'S MOTEL ROOM - DAY

     Erin comes up to him, hands him a key.

                               ERIN
            I got you your own room.

     He takes it, glances toward the motel room.

                               GEORGE
            They up?

                               ERIN
            Hunh-uh.  Not yet.
                        (awkward beat)
            Look, don't take any of 'em on your bike,
            okay?  Call a cab if you wanna go somewhere.

     She hands him a wad of cash.

                               GEORGE
            How long's this whole thing gonna take?

                               ERIN
            I don't know.  Few days.
                        (beat)
            Thanks for helping me.  I appreciate it.

     He nods.  She gets into her car.  Before closing the door,
     she turns back to him.

                               ERIN
            And I miss you.

                               GEORGE
            Yeah, well -- good help is hard to find.

     She sees how mad she's made him.  Takes a beat.

                               ERIN
            I treated you real bad, George.  I know
            that.  But, my problem was -- I never been
            with anyone who deserved better than that.
            You're the first nice guy who ever liked me.

     George softens, shifts.  He steps toward the truck and gently
     closes her door, so he's standing close to her.

                               ERIN
            I just ... didn't know how to handle it.
            That's all.

     He thinks about this.  Finally:

                               GEORGE
            Think you could learn?

                               ERIN
                        (with a smile)
            You know me.  I pick things up real fast.

     He smiles back at her, nods, then tenderly brushes a piece of
     hair out of her eyes.

                               GEORGE
            You shouldn't be driving around, you know.
            You're sick.

                               ERIN
            Yeah, but I'm gonna get better.  A lot of
            these folks aren't.

     He nods, understanding.  Then he taps the side of her truck
     and turns toward the motel room.  She puts the truck in gear
     and pulls out.

     EXT. HINKLEY, COMMUNITY BOULEVARD - DAY

     Erin's Chevy is bombing down the road.

     INT. ERIN'S CAR, BACK SEAT - DAY

     There are two boxes there -- one full of unsigned release
     forms, the other empty.

     EXT. DONNA'S NEW HOUSE - DAY

     Donna's gardening out front, her head wrapped in a scarf to
     cover her chemo-thinning hair, when Erin's Chevy pulls into
     the driveway.  Erin gets out, goes to the back of the truck,
     gets two of the release forms, then heads over to Donna.

     INT. DONNA'S HOUSE, LIVING ROOM - DAY

     Erin is sitting with Pete and Donna.

                               DONNA
            I don't know, Erin -- the way he was talking
            to us, telling us everything was gonna be
            fine -- I just didn't trust him.

                               PETE
            And after all we been through -- no jury, no
            appeal.  It just makes me nervous.

                               ERIN
            I understand all that. And I don't wanna
            force you into anything.  If you don't want
            to sign, that's fine.  But why don't we talk
            it over a little, cause I'd sure hate for
            you to turn this down for the wrong reasons.

     EXT. DONNA'S HOUSE - DAY

     The door opens.  Erin emerges, holding two signed agreements.
     Donna is letting her out.

                               ERIN
            You wouldn't happen to have a little time
            right now, would you, Donna?

                               DONNA
            For what?

                               ERIN
            Well, I was gonna head over to the Browns
            now.  I was thinking -- Mandy really values
            your opinion ...

     INT. MANDY'S HOUSE, LIVING ROOM - DAY

     Erin, Donna, Mandy, and Tom are seated on the sofas.  Mandy
     signs an agreement.  Hands the pen to Tom, who also signs.

     EXT. LINWOODS' HOUSE - DAY

     From outside, we see Erin at the kitchen table with Donna and
     Bob and Ruth Linwood, who are listening intently.

     INT. DESOTOS' HOUSE - DAY

     Erin and Donna are leaving, saying good-bye to Mary DeSoto.
     Erin has a signed release form in her hand.

     INT. THE BACK OF ERIN'S CAR - DAY

     DISCO blares.  The two boxes.  The formerly empty one now has
     a small stack of signed release forms in it.  The top one has
     Bob Linwood's signature.

     IN THE FRONT SEAT

     Erin is driving, eating a hamburger, and going over her list
     of plaintiffs.

     EXT. HINKLEY MART - EVENING

     People are going about their shopping.  Rita Daniels is
     stopped, talking with A FEW MORE PLAINTIFFS.

                               RITA
            I thought so, too, but Erin says a trial's
            gonna take years

     INT. THE BACK OF ERIN'S TRUCK - NIGHT

     The signed stack has grown; the unsigned stack has shrunk.
     Erin drops five more agreements into the "signed" box.

     INT. ERIN'S MOTEL ROOM - NIGHT

     In the wee hours.  While her kids sleep, Erin sits at the
     cheap motel room table, going through her forms, organizing,
     alphabetizing.

     INT. ERIN'S MOTEL ROOM - DAY

     CLOSE ON ERIN, fast asleep at the table, her face pressed
     against the linoleum.  There's some NOISE in the room,
     WHISPERING.  Erin stirs and looks around to see George behind
     her, diapering Beth, while Matt and Katie put their shoes on.

                               ERIN
            What time is it?

                               GEORGE
            Real early.  We're just gonna take your car
            to get some breakfast.

     Erin forces herself awake.

                               ERIN
            No, I need my car --

                               GEORGE
            We'll just be a minute.  Get a little more
            sleep.

     He picks up Beth, takes Katie's hand, and calls across the
     room to Matthew.

                               GEORGE
            C'mon, pal.  Leave that alone, we gotta go.

     Erin turns to see Matthew holding one of her release forms.

                               ERIN
            Oh, baby, please don't play with that, okay?
            I got 'em all organized.  Just put it back.

     But he's reading it.  And something has caught his attention.
     He looks up at Erin.

                               MATTHEW
            This girl's the same age as me.

     Erin gently takes the form away from Matthew, wanting to
     shield him from the harsh realities of this case.

                               ERIN
            That's right, sweetheart.

     She replaces the form on top of the stack.

                               MATTHEW
            She's one of the sick people?

                               ERIN
            Yeah.  She is.
                        (beat)
            But you know what?  That's why I'm helping
            her.  So she can get some medicine to make
            her feel better.

     Matthew mulls this over a bit more.

                               MATTHEW
            How come her own mom isn't helping her?

                               ERIN
            Cause her own mom's real sick, too.

     Matthew thinks real hard about this, then heads over to the
     door, where George, Beth, and Katie are waiting for him.
     Before he leaves, though, he turns back to Erin.

                               MATTHEW
            Maybe we'll bring you back some breakfast.
            You want eggs?

     She looks at the group of them, feels their shift toward
     acceptance.  Smiles, moved.

                               ERIN
            Eggs'd be great, baby.  Eggs'd be perfect.

     INT. ERIN'S TRUCK - DAY

     Erin's driving along a dusty Hinkley road, eating cold eggs
     out of a take-out container with her fingers.

     EXT. FIREHOUSE - DAY

     Morning.  A GROUP OF MEN are arriving at work.  Erin's truck
     pulls up.  She grabs some release forms from the truck and
     wanders up to the men.

                               ERIN
            Hey, y'all.  How you all doing today?

     INT. THE BACK OF ERIN'S TRUCK - DAY

     She tosses eight more agreements in the signed stack.

     EXT. HINKLEY ELEMENTARY SCHOOL - DAY

     Morning drop-off time.  Erin is handing out release forms zo
     a GROUP of MOTHERS who just dropped off their kids.

     EXT. HINKLEY MART - NIGHT

     Erin is leaning on the hood of her truck, going down her list
     of plaintiffs, checking off the ones who have already signed.

     INT. LOST CAUSE SALOON - DAY

     Another day.  Erin has set up shop here and is at a table
     with about FIVE PLAINTIFFS, all reading agreements.  MIKE
     AMBROSINO enters.  Erin spots him.

                               ERIN
            Mike!  I been looking all over for you.
            Come here, I wanna talk to you.

     INT. BACK OF ERIN'S TRUCK - NIGHT

     The signed stack is getting bigger.

     INT. BACK OF ERIN'S TRUCK - DAY

     And bigger.

     INT. BACK OF ERIN'S TRUCK - DAY

     And still bigger.

     EXT. LOST CAUSE SALOON - NIGHT

     CLOSE ON ERIN'S TRUNK.  A bunch more forms get thrown onto
     the signed stack, which is now much higher than the unsigned.

                               ERIN (O.S.)
            I'm gonna head out to Barstow and talk to
            some folks out there tonight.

     WIDEN TO REVEAL Erin talking on a nearby pay phone.

                               GEORGE (O.S.)
            Promise you'll turn around if you get tired.

                               ERIN
            I will.  Bye.

     She hangs up.  As she turns to get into her car, she finds
     herself face-to-face with the Man in the Dark Glasses.

                               ERIN
            Jesus!

     He's just standing there, a foot away, blocking her exit.
     She recognizes his truck as the one that chased her.

                               ERIN
            Okay, what're you gonna do?  You gonna kill
            me?  Dump my body in a ditch somewhere?  Or
            maybe you just wanna inject me with some
            poison too -- why change tactics at this
            stage of the game?
                        (beat)
            Get outta my way, you make me sick.

     She pushes past him.  But he grabs her by the arm.  He's a
     big guy; it's a strong grab.  Now she's scared.  For a
     moment, he does nothing.  Just looks at her.  Then:

                               DARK GLASSES
            If PG&E made someone destroy a whole lot of
            documents -- would that matter to you?

     Erin takes a beat, realizing she completely misread him.  She
     gently pulls her arm away.

                               ERIN
            Well ... I guess that depends on what the
            documents were.
                        (she takes a beat)
            I'm sorry -- I didn't get your name.

                               DARK GLASSES
            Embry.  Charles Embry.

     INT. LOST CAUSE SALOON - NIGHT

     Erin and Embry are the only patrons.  Erin's eating a burger.
     Embry has a beer.  He's talking quietly, not looking at her.

                               EMBRY
            I was working in the compressor, and out of
            nowhere the supervisor calls me up to the
            office and says, we're gonna give you a
            shredder machine, and send you on down to
            the warehouse.  We want you to get rid of
            all the documents stored out there.

                               ERIN
            Did he say why?

                               EMBRY
            Nope.  And I didn't ask.

                               ERIN
            Did you get a look at the stuff you
            destroyed?

                               EMBRY
            Well, it's pretty boring work, shredding --
            you gotta find some way to entertain your
            mind.  So yeah, I took a look.

                               ERIN
            And ...?

                               EMBRY
            There was a lot of dull stuff -- vacation
            schedules, the like.
                        (beat)
            But then there were a few memos about the
            holding ponds.  The water in them.  They had
            readings from test wells, stuff like that.

     Erin tries to hide her excitement at this information.

                               ERIN
            And you were told to destroy those?

                               EMBRY
            That's right.

     Destruction of evidence.  Pretty big deal.  Erin plays it
     down.  Wipes her mouth with her napkin, takes a sip of beer.

                               EMBRY
            Course as it turns out, I'm not a very good
            employee.

                               ERIN
            What do you mean?

                               EMBRY
            Well.  There were a few documents that I
            somehow didn't get around to shredding.
                        (beat)
            That I kept instead.

     Erin stops, mid-bite.

     INT. EMBRY'S GARAGE - NIGHT

     He's dug out an inch-high stack of documents.  Erin looks
     them over, stunned.  Embry is standing apart from her, hands
     shoved deep in his pockets.

                               ERIN
            How come you didn't say anything when you
            found these things?

                               EMBRY
            At the time, I thought, I got six kids, some
            of 'em want to go to college.  I can't
            afford to lose my job.  I told myself I was
            being honorable.
                        (beat)
            But there's nothing honorable in what I did.
                        (beat)
            Maybe that's why they picked me for the job.
            Maybe they knew what kind of man I was.

     INT. MASRY & VITITOE, RECEPTION AREA - DAY

     Rosalind is at the desk.  Anna, Brenda, and Jane are helping
     themselves to coffee.  Erin enters, with a big box in her
     arms and a whole lot of attitude.

                               ERIN
            Hey, Ros, where are they?

                               ROSALIND
            In the conference --

     But Erin's spotted them and headed off before Rosalind can
     finish.  Anna, Brenda and Jane notice the purpose in her
     gait.  They watch her with interest.

     INT. MASRY & VITITOE, CONFERENCE ROOM - DAY

     The table is covered with boxes of documents: the anticipated
     slew of paper that PG&E is sending them.  Ed, Kurt, Theresa,
     Andrew and ABOUT FIVE PARALEGALS are sifting through them.

     Erin breezes in like sunshine.

                               ERIN
            Morning!

                               ED
            Erin?  What are you --

                               ERIN
                        (ignoring Ed)
            You know what, Mr. Potter?  I completely
            forgot your birthday this year.  And seeing
            as how you've been so good to me, I think
            that is a terrible oversight.  So what I
            been doing over the last few days is I've
            been putting together a present for you.

     She plunks the box down on the table.  Potter opens the top
     of the box.  Looks in.

                               ERIN
            635.  They all signed.  Every single one.

     IN THE DOORWAY, Anna, Brenda and Jane appear, wondering
     what's up.  A huge smile of appreciation slowly spreads
     across Ed's face.

                               ED
            Ho - ly - shit.

                               ERIN
            Oh, now don't get all jealous, Ed.  I got a
            little something for you, too.

     Erin hands Ed a manila envelope.  He opens it.

                               ERIN
            Internal PG&E documents, all about the
            contamination.  The one I like best says,
            and I'm paraphrasing here, but it says yes,
            the water's poisonous, but it'd be better
            for all involved if this matter wasn't
            discussed with the neighbors.  It's to the
            Hinkley station, from PG&E Headquarters.
            Stamped received, March, 1966.

     Potter and Theresa reel.  Ed shakes his head in disbelief.

                               POTTER
            Where did -- how did you do this?

                               ERIN
            Well, what with me not having any brains or
            legal expertise, I just went on up there and
            performed sexual favors.  635 blow jobs in
            five days.  Whew, am I ever tired.

     And she struts out of the room, leaving everyone slack-jawed.
     The CLIP CLIP CLIP of her heels carry her away.

     EXT. MASRY & VITITOE BUILDING, HALLWAY - DAY

     Erin comes out of the office, flushed with success, and heads
     down the hall.  She presses the elevator button.  The doors
     open.  As she steps on, Ed comes out of the office.

                               ED
            Hey!

     Erin puts her hand in the door, keeping it from closing.  He
     stares at her, in awe.

                               ED
            I don't know what to say.

                               ERIN
            Say you were wrong.

                               ED
            I was wrong.

                               ERIN
            Say you shortchanged me and you shortchanged
            yourself.

                               ED
            I did.  Both.

                               ERIN
            Say you'd be the luckiest son of a bitch on
            Earth if I didn't up and quit over all this.

                               ED
            The luckiest son of a bitch in the universe,
            Erin.  The luckiest son of a bitch in
            history.

     He looks down the hall at her, standing so tall and proud in
     the elevator.  He walks toward her, stops right outside the
     elevator.

                               ED
            But I know you're not gonna quit on me.

                               ERIN
            How do you know that?

                               ED
                        (with a smile)
            Cause you got a little voice in your head
            saying, do the right thing.  Give him
            another chance.

     Of course she will.  She releases her hand so he won't see
     her smiling.  Ed watches the doors close.

                                                  DISSOLVE TO:

     EXT. PCH - DAY

     One of those days when the bay sparkles like a glitter ball.

     Erin's Chevy moves up the PCH.  DISCO music emanates from it.

     INT. ERIN'S CHEVY - DAY

     Erin's at the wheel.  Time has passed -- her hair's a little
     different.  She's singing along with "Funky Town."

     EXT. BEACH PARKING LOT - DAY

     Erin gets out of her new truck, looks, sees the Irvings in a
     little cluster.  Donna's under an umbrella.  Pete is
     slathering on sunscreen.  The two girls zip out toward the
     water.  Erin waves.  Pete and Donna spot her, wave back.

     EXT. BEACH - LATER

     Donna is standing at the edge of the water, watching her
     girls boogie board in.  Erin comes up behind her.

                               ERIN
            How you feeling today?

     Donna turns, sees her.  Smiles.

                               DONNA
            It's a good day.  I feel good.

                               ERIN
            Well, then -- if you're feeling up to it,
            maybe we should talk shop.

     Erin sits down on a rock.

                               ERIN
            The judge came up with a number.

                               DONNA
            A number for the whole group, or for us?

                               ERIN
            Both.

     Donna sits down next to her.

                               ERIN
            He's making them pay the maximum.

     Tears of vindication spring to Donna's eyes.

                               DONNA
            Oh, my God.

                               ERIN
            And he's making them give five million of it
            to you all.

                               DONNA
            Five million dollars?

                               ERIN
            Five million dollars.

     She reels.  After a breathless beat:

                               DONNA
            I don't even know how much money that is.

                               ERIN
            It's enough -- for whatever you need, for
            whatever your girls need, for whatever your
            girls' girls need -- it'll be enough.

     Donna wipes the tears off her face, then watches the light
     flickering off her girls playing in the surf.

                               DONNA
            I can put them in a good school.

                               ERIN
            Any school you want.

                               DONNA
            And get someone to help around the house.

                               ERIN
            Yup.

                               DONNA
            Oh my God.  Oh my God.

     Donna is overwhelmed.  Erin pulls her close.

                               DONNA
            Oh, my God.

     EXT. MASRY & VITITOE'S NEW OFFICE BUILDING - DAY

     Now this is where the hot lawyers work.  A gleaming testament
     to power.

     INT. MASRY & VITITOE'S NEW OFFICE - DAY

     Boxes everywhere.  They just moved in.  Everyone is unpacking
     at his or her desk.  Rosalind is manning the new phones.

                               ROSALIND
            Masry & Vititoe, can I -- shoot!

     She lost them.  Her reaction indicates this isn't the first
     time.  The front doors open and Erin enters.

                               ERIN
            Hey, Ros.  Nice view, huh?

                               ROSALIND
            Yeah, I'm gonna start sleeping here.
                        (into phone)
            Masry & Vititoe, can I -- damn it.
                        (calling out)
            Does anyone know anything about these
            phones?

     Erin heads on down a hall to:

     INT. ED'S NEW OFFICE - DAY

     A beautiful corner office.  Ed is unpacking when Erin enters.

                               ERIN
            Careful you don't spit from here; you could
            kill someone.

                               ED
            You see your office?

                               ERIN
            Yeah.  Yours is nicer.

                               ED
            Oh, okay.  Here it comes.

                               ERIN
            Here what comes?

                               ED
            The extortion, the threats ...

                               ERIN
            I wasn't gonna --

                               ED
            "I can always find someplace else to work.
            Someplace that'll pay me a fortune and give
            me a view of the French Riviera ..."

                               ERIN
            Ed, I swear, I'm not --

                               ED
            Okay, fine.  Fine  You backed me into a
            corner again.  You're holding me hostage ...

     He reaches into his breast pocket, pulls out a check.  Hands
     it to her.

                               ERIN
            What is that?

                               ED
            Take it.

     Erin does.  Looks at it.  Her eyes bug out.

                               ERIN
            Two million dollars?

                               ED
            The firm took in sixty.  That's three
            percent.  Seemed like a fair bonus to me.

     She stares at it, speechless.  He goes back to unpacking

                               ED
            Oh, now I suppose you're gonna say it's not
            enough.  Well, tough, Erin.  Too goddamn
            bad.  Cause this is absolutely, positively
            where I draw the line.

                                                  FADE OUT.

                               THE END