BEGINNERS

                         

                                   Written by

                                   Mike Mills



          INT. HAL FIELDS HOME.

          A single daisy stands in a vase in an empty kitchen.

                         

          INT. HAL'S BEDROOM

          OLIVER FIELDS clicks on the light to the closet. He looks at
          the rack of his parents' clothes.
          He begins to put some in a box marked "home", some in a box
          marked "thrift".

                         

          INT. HAL'S BATHROOM

          Oliver enters the bathroom and flushes bottle after bottle of
          pills and liquids down the toilet. Next he struggles as he
          looks over the old toothbrush, hairbrush, all the bottles and
          tubes besides the sink. He stares for a beat, then throws
          them all away.

                         

          INT/EXT. HAL'S TRASH AREA

          Oliver hauls trash outside, adding it to a very large pile of
          bags. An older Jack Russell Terrier, ARTHUR, follows him.

                         

          INT. HAL'S OFFICE

          Oliver and Arthur sit on the office floor surrounded by
          papers, boxes, books and trash bags. He finds a photo of HAL
          FIELDS in an open Jean jacket, no shirt, it's attached to a
          personal ad application which he begins to read.

                         

                         

          CUT TO PAST

                         

          EXT. LARGE EMPTY PARKING LOT NIGHT

          In the dark, OLIVER FIELDS has a tape recorder and
          microphone, he follows ANDY as he excitedly prepares, a group
          of friends looks on.

                          ANDY
           Okay. Is it on? (recorder)

                          OLIVER
           Yeah yeah.

                          ANDY
           This is for our friend Hal Fields.
           Hal. We love you.

                         

                         

                          (CONTINUED)

           10/29/07 2.

                         CONTINUED:

                         
          Andy quickly lights a rack of large fireworks, they shoot up
          into the night and explode - smoke - more explosions -
          everyone's laughing. Oliver looks up at the fireworks,
          recording the sounds, happy.

          BOOM, BOOM, BOOM, BOOM, BOOM.

                         

                         

          CUT TO PRESENT

                         

          EXT. HAL'S DRIVEWAY - NIGHT

          Oliver has packed his car, he leans down to Arthur.

                          OLIVER
           You're coming to live with me now.
          Arthur looks at him.

                          OLIVER
           This is my car.
          Arthur hops in.

                         

          EXT. STREET - NIGHT

          Oliver's car drives down Sunset boulevard.

                         

          INT. OLIVER'S HALLWAY - NIGHT

          Oliver and Arthur enter, he's carrying a box, his house is
          dark and lonely.

                         

          INT. HAL'S DINNING ROOM

          Oliver enters his dining room, Arthur in tow.

                          OLIVER
           This is the dining room where
           people come and eat sometimes.
          The dog listens intently. Oliver moves on, the dog follows.

                         

          INT. HAL'S LIVING ROOM

          Oliver and Arthur enter the living room.

                          OLIVER
           This is the living room.

                         

                         

                          (CONTINUED)

           10/29/07 3.

                         CONTINUED:

                         
          Oliver looks around, the dog looks with him.

                         

          INT. OLIVER'S BATHROOM

          We see the door open revealing Oliver and Arthur continuing
          their tour.

                          OLIVER
           That's the bathroom.
          The dog looks.

                         

          INT. OLIVER'S BEDROOM - NIGHT

          Arthur lays next to Oliver in bed. Unable to sleep, Oliver
          looks to the ceiling.

                         

                         

          CUT TO NARRATED SEQUENCE

                         

                         

          STILL BLACK AND WHITE AND COLOR PHOTOGRAPHS OF THE SUN, THE

          STARS, YOSEMITE, GEORGE W. BUSH FLASH BY:

           OLIVER (V.O.)
           This is 2003. This is what the sun
           looks like, and the stars, nature.
           This is the President.

          NOW PHOTOS OF THE SUN, STARS, NATURE, ETC. FROM 1955 FLASH

                         BY:

           OLIVER V.O.
           And this is the sun in 1955, and
           the stars, and nature, and cars,
           and phones, and movies, and the
           President. These are what pets
           looked like. These are fireworks.
           This was smoking.

          PHOTOGRAPHS, CROPPED IN ON FACES FROM 1955, VERY FAST

          SEQUENCE OF PEOPLE KISSING:

           OLIVER (V.O.) (CONT'D)
           This is what it looked like when
           people kissed...

          FAST SEQUENCE OF FACES FORM 1955 LAUGHING:

           OLIVER (V.O.) (CONT'D)
           ...When they were happy...

          SEQUENCE OF FACES CRYING:

                          (CONTINUED)

           10/29/07 4.

                         CONTINUED:

                         

           OLIVER (V.O.) (CONT'D)
           ...When they were sad.

          FAST SEQUENCE OF MARRIAGE PHOTOS FROM 1955:

           OLIVER (V.O.) (CONT'D)
           My parents got married in 1955.

          SHOT OF LOS ANGELES COUNTY MUSEUM, SHOT OF AN OLD HOUSE:

                          OLIVER
           He was a museum director - she
           fixed up old houses.

          1955 STILL PHOTO OF A BABY BEING BORN:

                          OLIVER
           They had a child, and they stayed
           married for 44 years...

          A SEQUENCE OF STILL SHOTS OF FRENCH TOAST IN DIFFERENT STAGES

          OF BEING EATEN, THEN STILL SHOTS OF STRAWS THAT JUMP CUT INTO

          CIGARETTES, THEN LIVE ACTION CLIP FROM THE TELETUBBIES, AND

          THEN RAPID FIRE THROUGH STILL SHOTS OF EVERY PRESIDENT FROM

          1924 TO 2003 AND BACK.

           OLIVER (V.O.) (CONT'D)
           ...Until she died in their bed,
           after four months of cancer and
           eating French toast for every meal
           and watching the Teletubbies
           everyday and confusing white straws
           for her cigarettes and skipping
           back and forth through time inside
           her head.

                         

          INT. HAL'S HOUSE LIVING ROOM - DAY

          Hal fields sits on a couch, in a purple sweater, looking into
          camera, struggling for words.

           OLIVER (V.O.)
           Six months later, my father told me
           he was gay. He had just turned 75.

                          HAL
           I'm gay.
          Same camera angle, Hal still looking into camera we jump cut
          to him wearing a robe.

           OLIVER V.O. (CONT'D)
           I always remember him wearing a
           purple sweater when he told me this
           but actually he wore a robe.

                         

                         

                          (CONTINUED)

           10/29/07 5.

                         CONTINUED:

                         

                          HAL
           I'm gay.
          Same angle, we continue to jump cut through Hal talking to
          camera, each cut in different clothes, and with each cut his
          line has a different inflection.

                          HAL (CONT'D)
           I'm gay.
          Jump cut, new outfit.

                          HAL (CONT'D)
           I loved your mother, but, uh... now
           I want to explore this side.
          Jump cut, new outfit.

                          HAL (CONT'D)
           I don't want to be just
           theoretically gay, I want to do
           something about it.
          New outfit and inflection.

                          HAL (CONT'D)
           ...I want to do something about
           it...
          New outfit and inflection.

                          HAL (CONT'D)
           ...I want to do something about it.

                         

          INT/EXT. VARIOUS - DAY

          A live action "portrait" of Hal, looking into camera, first
          in old clothes, then jump cut to new all black outfit.

           OLIVER (V.O.)
           He changed all his clothes.

                         

          EXT. PARK - DAY

          The camera moves through a large group of men and streamers
          gathered for Los Angeles Pride event.

           OLIVER V.O. (CONT'D)
           He got a boyfriend, Andy, a
           physical trainer who was also
           studying for his professional
           pyrotechnic license.
          Camera lands on Hal beaming with pride, his arm around Andy
          who looks into camera and says.

                          (CONTINUED)

           10/29/07 6.

                         CONTINUED:

                         

                          ANDY
           Since I came out to my father, he
           never speaks to me. That's why
           I've been always attracted to older
           men.
          Hal and friends laugh warmly at Andy. We cut to live action
          "portraits" of a priest, a therapist, the Primetimers, his
          movie-night club, and the large L.A. Pride group, all looking
          into camera.

           OLIVER V.O.
           He found an out gay priest to guide
           him spiritually. He saw a therapist
           for the first time. He joined the
           Primetimers. Movie night.
           Los Angeles Pride, and then...

                         

          INT. HAL'S LIVING ROOM

          We see Hal's living room, empty of furniture in the morning
          light.

           OLIVER V.O.
           Four years after he came out, he
           died in this room...

                         

          CUT TO PRESENT

                         

          INT. OLIVER'S KITCHEN - MORNING

          Oliver enters, followed closely by Arthur. Oliver walks
          through the kitchen - Arthur follows him. Oliver walks
          through the living room - Arthur follows. Oliver makes a
          circle through the house - Arthur follows.
          Oliver sits, looking down at Arthur.

                          OLIVER
           Look, its lonely out here, so you'd
           better learn how to talk with me.
          Arthur's face looks up at him filled with a dog's love and no
          words.

                          ARTHUR SUBTITLE
           While I understand up to 150 words -
           I don't talk.
          Oliver leans down, pushing his head into Arthur's.

                          OLIVER
           I know. I know.

                         

                         

                          (CONTINUED)

           10/29/07 7.

                         CONTINUED:

                         

                         

                         

          CUT TO PAST

          A SERIES OF QUICK MEMORIES...

                         

          INT. HOSPITAL HALLWAY

          Camera follow's Oliver down a long corridor.

          INT. ICU ROOM - NIGHT

          Oliver sits as HAL lays in a coma on a ventilator. The room
          is dark, Oliver uses a flashlight to quietly read to his
          father.

          INT. ICU ROOM - DAY

          QUICK CUTS. A nurse opens the shades. A DOCTOR and two nurses
          stand over Hal, everyone's nervous. Hal is struggling with
          all the tubes down his throat. Oliver is trying to help him
          breathe, talking into his ear.
          Oliver is ushered out of the room. The nurse draws the
          curtain.
          MOMENTS LATER: Oliver sits with Hal, now off the ventilator
          but still very weak and disoriented. Oliver coaches his
          breathing.

                          OLIVER
           Calm. Calm, calm breaths.
          Hal coughs.

                         

          INT. ICU ROOM

          It's the middle of the night, Hal is connected to many I.V.s
          in both arms, still disoriented, he's tangled up in the
          tubes, trying to pull them out of his arms. He wakes up
          Oliver.

                          HAL
           Oliver! Please help me with all
           these ropes.
          Oliver rushes and helps him.

                          OLIVER
           Pop, Pop, stop -- you're gonna hurt
           yourself.
          A NURSE quickly enters and helps hold down his arms.

                         

                         

                          (CONTINUED)

           10/29/07 8.

                         CONTINUED:

                         

                          NURSE
           Mr. Fields, we're going to have to
           secure your arms again.

                         

                         

                         

                         
          She puts his hands in restraints, Oliver helps.

                          HAL
           You two married?

                          OLIVER
           No, Pop.

                          HAL
           Why not? She's great.
          The nurse smiles, embarrassed, and continues with her job.

                          OLIVER
           She's a great nurse in the
           hospital, we don't really know her,
           you're very high on drugs.

                          HAL
           You always have some very good
           reason, haven't you?

                          OLIVER
           No, Pop, I just don't want to be
           like you and mom.
           (aside to the nurse)
           Thank you...

                         

          CUT TO PAST

                         

          INT. OLIVER'S CHILDHOOD HOME 1978

          IN THE KITCHEN: We see 10-year-old Oliver watching his mother
          GEORGIA and father kiss quickly, politely, and then his
          father leaves quickly. Hal remains in silhouette through the
          shot.
          DIFFERENT DAY, IN OLIVER'S BEDROOM: Oliver watches Hal and
          Georgia kiss, and Hal leave - more like a performance than
          anything real.
          DIFFERENT DAY, IN PARENT'S BEDROOM: Oliver watches Hal and
          Georgia kiss and Hal exit, quick and dry.
          10-year-old Oliver studies them each time.

                         

                         

                          (CONTINUED)

           10/29/07 9.

                         CONTINUED:

                         
          DIFFERENT DAY, OLIVER'S BEDROOM: Georgia quickly opens the
          door and finds Oliver drawing.

                          GEORGIA
           Oliver!
          He turns and Georgia shoots him with her finger, Oliver falls
          to the ground.

                          GEORGIA
           Olly, you can do better.
          He gets up and she shoots him again - He falls more
          dramatically, knocking his head on the floor.

                          GEORGIA
           That's good.
          His mom looks at him affectionately.

                         

                         

          CUT TO PRESENT

                         

          EXT. ECHO PARK STREET - NIGHT

          Oliver walks Arthur across a lit field, towards the dog park.

                         

          EXT. DOG PARK - NIGHT

          Everywhere dogs and their people are playing. Oliver and
          Arthur sit on a bench like two humans. Oliver watches the
          action, Arthur stares at Oliver.

                          OLIVER (CONT'D)
           Go have your own experiences with
           your own people. I'll be right
           here...
          Arthur stays by Oliver's side.

                          OLIVER (CONT'D)
           I'm a human. I'm not a dog.
           And you're a Jack Russell, that's a
           breed. Your personality was created
           by this guy John Russell, a hunting
           enthusiast, in the 1800s. And he
           bred your ancestors to have stamina
           and courage for the hunt. You think
           you're just you, and you want to
           chase the foxes, but other people
           planted that in you years ago.

                          (MORE)

                         

                         

                          (CONTINUED)

           10/29/07 10.

                         CONTINUED:

                          OLIVER (CONT'D)
           Now, somewhat arbitrarily, you are
           considered very cute by us humans,
           and we keep breeding you not to
           chase foxes, but to be cute, and we
           put you in movies and television
           shows, and you, you're chasing
           tennis balls cause there as close
           to a fox as you're going to get.
          Arthur stays by Oliver's side.

                         

          INT. OLIVER'S OFFICE

          CU on Oliver's hands as he draws a T-shirt that reads:
          "My personality was created by someone else and all I got was
          this stupid T-shirt."
          Reveal that Oliver is in a design office. LIZ, 30's enters,
          they IMPROV hellos.
          JUMP CUT thru a series of Oliver's drawings. A speech bubble
          that reads: "A fair amount of failures." He draws portraits
          of girls with dates: "Ellen O. 1984-1988" -- "Julie P. 1988-
          1989" -- "Liz B. 1993 - 1995" -- "Lynette I. 1995" --
          "Amanda Y. 1996-2000" -- "Yuki H. 2000" -- "Christina S.
          2001" -- "Michelle M. 2001-2003"
          Oliver stops drawing, lost in his thoughts...

                         

                         

          CUT TO PAST

                         

          INT. HAL'S HOSPITAL ROOM - NIGHT

          In the dark I.C.U. room, Hal is still attached to many I.V.s,
          Oliver is helping Hal look at a book of Japanese rock gardens
          with a flashlight.

                          OLIVER
           Want me to read this? I found it in
           your books.

                          HAL
           Yeah, alright. Give me the
           flashlight.
          Oliver opens it, they look at a few pages together, photos of
          serene gardens.

                          OLIVER
           Nice.

                          HAL
           Oh, that's nice.

                         

                          (CONTINUED)

           10/29/07 11.

                         CONTINUED:

                         
          Hal keeps peeking at a bouquet of flowers in the corner of
          the room. Hal takes the flashlight from Oliver and guides it
          to the flowers.

                          OLIVER
           Oh, Andy brought those for you.

                          HAL
           Oh, yeah?
          Hal continues to direct the light across the room, we follow
          the circle of light as it moves a cross a wall landing on a
          painting.

                          HAL
           Oh, who did that painting?

                          OLIVER
           Well, I don't know. Its just a
           painting on the wall.
          Hal continues exploring, Oliver's enjoying his father's
          curiosity, he lands on some photos displayed on the table.

                          HAL
           A--, and these?

                          OLIVER
           They're just photos, Pop.

                          HAL
           But how do they relate to the
           exhibit?

                          OLIVER
           They're just personal photos.
           They're not art.
          Hal slowly moves the flashlight up the wall, across the
          ceiling to a strange assortment of fire detectors,
          sprinklers, sensors, all laid out against the acoustic tile
          ceiling. Hal points up. Oliver looks for a beat, then...

                          OLIVER
           Uh, well that's the water sprinkler
           thing.

                          HAL
           Well, its beautiful.

                          OLIVER
           What is?

                          HAL
           Putting the Japanese gardens there.
           It's just beautiful.

                         

                         

                          (CONTINUED)

           10/29/07 12.

                         CONTINUED:

                         
          Oliver looks from the ceiling to the rock garden book. The
          ceiling and the gardens look the same. Oliver is moved by
          Hal's confusion. ANDY, 45-years-old, physical, boyish, storms
          into the room.

                          ANDY
           Hal.

                          HAL
           Andy!
          Andy gets on the bed opposite Oliver. He gives Hal a big kiss
          on the lips. Hal glows. Oliver backs away slowly. Andy picks
          up Hal's hand, turns it palm up and presses his face into it.

                          ANDY
           I brought something for you.
          Oliver watches from outside the room as Andy excitedly pulls
          a portable tape player out of his bag.

                          ANDY
           We made a recording for
           you.

                          HAL
           Oh, God.
          Andy pushes play, on the recording we hear Andy's voice:

           ANDY ON TAPE
           This is for our friend Hal Fields.
           Hal. We love you.
          We hear voices HOOTING, and then large FIREWORKS, LAUGHTER
          and CLAPPING.
          Oliver watches his father's happiness from a distance.

          CUT TO PRESENT

          INT. OLIVER'S OFFICE

          CU on Oliver's hands drawing bright streaming colors of the
          fireworks.
          LATER: Oliver get's to his real work, pulling out a few 8X10
          photos of a band "The Sads". There are some instructions on
          record company letterhead - he is to do an album design for
          their new record - they want him to draw portraits of the
          three members.
          Oliver begins to do quick portraits of them based on the
          photo.

                         

                         

                         

                          (CONTINUED)

           10/29/07 13.

                         CONTINUED:

                         

                          OLIVER
           Jesus, Liz. Another band that
           wants portraits.

                          LIZ
           Well, at least it pays the rent.

                          OLIVER
           You do something decent once, and
           that's all people ever want.
          JUMP CUT through the different portraits developing. It's not
          what Oliver want's to do.

                         

          INT. OLIVER'S OFFICE - LATER

          Elliott and Shauna let themselves in. Elliot grabs a stool
          and sits down.

                          ELLIOTT
           Hi Liz.
          Oliver continues to draw, as Shauna and Elliott try to get
          his attention.

                          ELLIOTT
           Oliver?

                          OLIVER
           Yeah?

                          ELLIOTT
           The pen is not your friend. The
           paper is not your friend. The
           party is your friend. We're your
           friends. Your friends are your
           friends.

                         

          INT. OLIVER'S LIVING ROOM

          Elliot is now dressed as a cop and Shauna as a large chicken,
          they are dancing with no music as Oliver sits on a couch
          depressed dressed as Sigmund Freud, complete with wig-beard-
          glasses-pipe.

                          SHAUNA
           I got the skills... he's got the
           moves...

                          ELLIOTT
           I got the moves... you've got the
           skills...

           10/29/07 14.

                         

                         

                         

                         

          INT. OLIVER'S FRONT DOOR

          Oliver, Elliott, and Shauna are leaving. Arthur can't believe
          he's being left behind. It's actually the first time they
          will separate.

                          OLIVER
           Arthur, you haven't been invited to
           this party. You're gonna stay and
           look after the house.
          Oliver tentatively shuts the door, takes three steps, Arthur
          begins to howl. Oliver tries to ignore it, but stops again.
          He looks back at the house and the howling.

                          CUT TO:

                         

          INT. OLIVER'S CAR - DRIVING

          Arthur, victorious, sits in Elliot's lap in the front seat,
          while Oliver drives and Shauna is squeezed in back in her
          chicken outfit.

                          ELLIOTT
           You remember when Oliver was funny?
           And he could actually, like, talk,
           in complete sentences?

                          SHAUNA
           Funny? Funny? I don't think so Fun
           maybe, but not funny unless, like,
           serious is funny. Then he's'
           fucking hilarious.
          Elliot and Oliver laugh.

                          SHAUNA
           But, lovable. You are very
           lovable.

                          ELLIOTT
           Yeah, very lovable.

                         

          INT. HOUSE PARTY - NIGHT

          Oliver carries Arthur, they all enter a costume party, making
          their way through the crowd of people in all kinds of
          disguises, music blaring, Oliver slides into the less
          populated kitchen. A woman rushes up to Oliver, surprised to
          see he has a dog.

                          FEMALE PARTIER
           So cute, does he do tricks?

                         

                          (CONTINUED)

           10/29/07 15.

                         CONTINUED:

                         

                          OLIVER
           His name's Arthur - he doesn't do
           tricks.
          In the background are a couple dressed as JULIAN and ETHEL
          ROSENBERG, we see them observe Oliver and Arthur.

                          PARTIER
           No? Arthur, SIT!
          Arthur promptly sits down. Oliver's totally surprised.

                          PARTIER
           He's so cute. Shake!
          Arthur sticks out his paw. Oliver doesn't like seeing Arthur
          blindly perform.

                          PARTIER
           Oh my god, he's so cute, I want
           him.

                          OLIVER
           (in Freud accent)
           Does it make you feel powerful to
           order my dog around? Maybe give
           you a sense of power?

                          PARTIER
           Oh, you're being a therapist!
           Freud!

                          OLIVER
           Thanks, yeah. Very good.
          Oliver picks up Arthur and escapes the kitchen. The
          Rosenberg's are still watching.

          LATER...
          Oliver and Arthur sit in a chair next to a couch where a man
          dressed as a witch, complete with green face and long black
          hair, is lying back as if in a traditional analysis session.

                          LONG-HAIRED MAN
           Well, I didn't ask for this. Who
           would ask for this? This color.
           This nose. This cheek, this chin.
           You know, this is my life. This
           isn't a story. This isn't a
           joke...
          Oliver is playing along, but he's really not emotionally
          ready for this party. He feels very far away.

                          OLIVER
           Yeah.

                         

                          (CONTINUED)

           10/29/07 16.

                         CONTINUED:

                         

                          LONG-HAIRED MAN
           I'm so glad you came, Doc. Just
           really good to get this stuff off
           my chest.

                          OLIVER
           (in Freud accent)
           I'm sorry. Our time is up, uh...
           for this week. Thank you for
           coming in.
          The witch moves on.
          Oliver sits with Arthur in his lap, alone, lost in all this
          joviality.
          We see that the woman dressed as Julius Rosenberg is watching
          him.
          Just as Oliver is about to get up, she plops herself down
          onto the couch, ready for her session.

           OLIVER V.O.
           Oh, I was just- I was gonna take a
           break, actually.
          She pulls out a writing pad, oblivious. Oliver can tell she's
          not going to give it up.

                          OLIVER
           (back in accent)
           Well, I guess we should start with
           your mother.
          The woman writes on her notepad and shows it to Oliver:
          "Never had one."

                          OLIVER
           Well then your father.
          She mimes shooting herself in the head and dying.

                          OLIVER
           I don't understand. You can't
           talk? Is it a mental problem? Do
           you need analysis?
          She writes on her pad: "I have laryngitis"

                          OLIVER
           That's a physical problem.
          She smiles at him, looks at him a little too long, Oliver is
          more and more pulled in by her playfulness - she writes:
          "Why are you at a party if you're sad?"
          CU on Oliver, surprised and impressed by her observation.

                         

                          (CONTINUED)

           10/29/07 17.

                         CONTINUED:

                         

                          OLIVER
           I was doing such a good job of
           hiding it. How could you tell?
          Ethel holds up her notebook. She has drawn TWO EYES.
          Oliver's taken by her.

                          OLIVER
           Clearly, I'm gonna need a drink.
           You?
          She smiles and nods.

                          OLIVER
           You, stay here, yeah?
          Oliver moves to--

                         INT KITCHEN
          Elliot and Shauna are deeply engaged in conversation with
          someone dressed as a pickle and someone dressed as much less
          colorful chicken.

                          ELLIOTT
           No, its just not a natural color
           for a chicken.

                          SHAUNA
           No.

                          ELLIOTT
           (motioning to Shauna's

                          COSTUME)
           And look, you see what happens when
           you free yourself from the cage,
           walk away from the factory.

                          SHAUNA
           You just have no real color.

                          YOU'RE LIKE--
          Oliver slips past, hands Arthur to Elliot. He scoops ice
          from the bucket and starts filling two cups.

                          ELLIOTT
           Hey, hey.

                          SHAUNA

                          (COUNTING CUPS)
           Uh-oh, one. Uh-oh, two.

                          ELLIOTT
           Two drinks.

                          SHAUNA
           What does that me--, one, two.

                         

                          (CONTINUED)

           10/29/07 18.

                         CONTINUED:

                         

                          ELLIOTT
           Well that's two, two people.

                          SHAUNA
           Two people. A girl and a guy?

                          ELLIOTT
           Hopefully.

                          SHAUNA
           Yeah, wow, making moves.
          Oliver leaves Arthur in Elliott's arms.

                          OLIVER
           Watch him OK?
          Oliver begins to leave his drinks. We see his POV of the
          woman dressed as Julius Rosenberg waiting on the couch.
          Oliver slips into one of his memories...

                         

                         

          CUT TO PAST

                         

                         

                         

          INT. OLIVER'S BEDROOM/INT. HAL'S BEDROOM - LATE NIGHT

          INTERCUT: The phone RINGS, wakes up Oliver, he turns on the
          light, answers the phone. PRE-CANCER Hal talks excitedly.

                          OLIVER
           Hello?

                          HAL
           Oliver?

                          OLIVER
           Yeah.

                          HAL
           I'm not sorry I woke you!
           I went to Akbar tonight.

                          OLIVER
           You did?

                         

          INT. AKBAR - NIGHT

          Hal and his friends, BRIAN and ROBERT, make their way through
          a crowded gay club. Hal is by far the oldest, and most
          excited, man there.

                         

                         

                          (CONTINUED)

           10/29/07 19.

                         CONTINUED:

                         

           HAL (V.O.)
           They had wonderfully loud music. In-
           sit, in-sit, in-sit. What kind of
           music is that?

           OLIVER (V.O.)
           Probably house music?

                         

          INT. HAL'S BEDROOM - NIGHT

          Hal gets a pad and pen to write this down.

                          HAL
           "House music."

                         

          INT. AKBAR - NIGHT

          A bunch of Young Gay guys dance. Hal is on the side, dancing
          by himself, hands in the air twinkling his fingers.

           OLIVER (V.O.)
           So did you meet anyone?
          At the packed bar, Hal drinks alone.

           HAL (V.O.)
           Young gay men don't go for older
           gay men.

                         

          INT. OLIVER'S HOUSE CONTINUOUS

          Back to Oliver in bed, on the phone.

           HAL (V.O.)
           You have it easy.

                         

          CUT TO PRESENT

                         

          INT. HOUSE PARTY - NIGHT

          Oliver snaps out of his memory. He makes his way through the
          crowd and delivers the drink to her. He looks at her a little
          too intensely, then blurts out.

                          OLIVER
           Would you like to dance?
          She happily nods yes. They walk to the dance floor, we think
          Oliver's going to be shy, but he breaks into a kinetic,
          angular, dance. She's surprised with us - she laughs, they
          have a good time.

                         

                          (CONTINUED)

           10/29/07 20.

                         CONTINUED:

                         
          JUMP CUT THROUGH THE NIGHT: Oliver, "Julius", Elliott and
          Shauna are talking to a magician. "Julius" picks a card, the
          magician mixes it into the full deck, pops a card into the
          air, it is hers. Shauna and Elliott can see that Oliver's
          coming alive.
          LATER. They dance again, now they're sweaty, the dance
          floor's packed - it's the pinnacle of the party.

                         

          INT. PARTY BATHROOM - NIGHT

          The party's winnowing down in the background - "Julius" and
          Oliver look at each other in the mirror for a beat, and then
          simultaneously take their wigs off, revealing their true
          selves.

                          OLIVER
           Hello...
          Shes mouths a silent "hi"...

                          OLIVER
           Can I give you my number?
          She pulls out her pad and pen and hands them to him.

                          OLIVER
           Thanks.
          As he writes, Oliver spies Arthur sitting in the corner of
          the bathroom, staring directly at him.

                          ARTHUR SUBTITLE
           Tell her the darkness is about to
           drown us unless something drastic
           happens right now.
          Oliver looks to her.

                          OLIVER
           I feel bad dragging Arthur to the
           party. I should get home. It was
           really nice meeting you.
          She writes on her pad: "Au Revoir"

                          OLIVER

                          (CHUCKLES)
           Au revoir. Yeah.
          He leaves.

                         

                         

          EXT. STREET OUTSIDE PARTY - NIGHT (CONTINUOUS)


                         

                          (CONTINUED)

           10/29/07 21.

                         CONTINUED:

                         
          Oliver and Arthur walk up the empty street - Oliver kicking
          himself for missing his chance with her. His phone rings.

                          OLIVER
           Hello?
          ON THE OTHER END: Silence. A little breathing, the party in
          background.

                          OLIVER (CONT'D)
           Is that you?

          BEEP.

                          OLIVER (CONT'D)
           One beep means yes?

          BEEP.

                          OLIVER (CONT'D)
           I've always wanted to have a phone
           call with someone who doesn't
           talk...

          BEEEEEEEEEEEEP.

                          OLIVER (CONT'D)
           You want to do something?

                         BEEP

                          OLIVER (CONT'D)
           Now?

          BEEP.

                          OLIVER (CONT'D)
           Okay, I'm parked just right up the
           street.
          BEEP. They hang up. Oliver is filled with hope.
          CUT TO: "Julius" walking out into a pool of street light.
          They smile at each other, but don't say anything. They get
          into his car.

                          OLIVER
           Okay. You point - I'll drive.
          Oliver starts the engine. She points forward and they head
          off. At the light she points left, he follows. Down the
          street she points right...

                          OLIVER
           This way?

                         

                         

                          (CONTINUED)

           10/29/07 22.

                         CONTINUED:

                         
          She nods. Oliver drives up on the sidewalk before the
          street, heads down it for half a block, then takes her right.
          We can hear them laughing.

                         

          EXT./INT. HOTEL ROOM LOBBY - NIGHT

          Oliver, Arthur and the woman enter a very fancy hotel lobby.
          Oliver is impressed. She mime's giving him a tour but still
          doesn't talk.

                         

          INT. HOTEL ROOM - NIGHT (CONTINUOUS)

          Oliver and the woman open the door and enter her suite. They
          look at each other nervously.

                          OLIVER
           Nice place.
          They sit on her bed. She steals his pipe, put's it in her
          mouth -- writes on her pad and shows it to him.

                          OLIVER (CONT'D)
           Oh, my mother. My mother died five
           years ago.

                          ANNA
           (in a hoarse whisper)
           Oh merd.

                          OLIVER
           Oh, you spoke.

                          ANNA

                          (A WHISPER)
           I'm not supposed to.
          She writes and present him with a new question.

                          OLIVER
           My father died two months ago,
           almost three.
          She looks at him with sincere empathy and surprise. Oliver's
          opened up, an now everything gushes out, he barely knows what
          he's saying.

                          OLIVER (CONT'D)
           He, he was gay.
          She's very surprised.

                          OLIVER (CONT'D)
           He was gay the whole time they were
           married.

                          (MORE)

                          (CONTINUED)

           10/29/07 23.

                         CONTINUED:

                          OLIVER (CONT'D)
           He came out after my mother died
           and, uh... he was 75 years old.
          There's a quiet moment of deep connection.

                          OLIVER (CONT'D)
           Sorry.
          She mouths "No" (don't say sorry). She reaches out and gently
          runs a finger across Oliver's brow and the outline of his
          face, he's so vulnerable, she lovingly/mischievously squishes
          his face together and messes up his hair. Then she leans in,
          and they kiss for the first time - delicately.

                          ANNA

                          (WHISPER)
           Can we just sleep?

                          OLIVER (CONT'D)
           Sure, sure.
          They lay down, she takes his arm and pulls him into spooning
          her. He pulls the covers over them.

                         

                         

                         

          INT. HOTEL ROOM - THE NEXT MORNING

          Oliver wakes, still in his clothes. ANNA is already up. She
          waves and Oliver smiles.
          Anna holds up her notebook: "Who are you?"

                          OLIVER
           Oliver.
          She writes again: "Go to NY. Audition. Back Thursday."

                          OLIVER
           How long are you here when you get
           back?
          Anna holds up one finger.

                          OLIVER
           A year?
          Anna shakes her head and smiles. She gestures smaller.

                          OLIVER
           A month? Right. And then?...
          She pantomimes a camera rolling, and herself acting.

                          OLIVER
           You're filming here. Acting.

                         

                          (CONTINUED)

           10/29/07 24.

                         CONTINUED:

                         
          Oliver smiles as he interprets her gestures.

                          OLIVER
           And after?...
          She makes a casual tossing motion with her hand.

                          OLIVER
           Just somewhere else. Where?
          Anna only shrugs. She writes more, and tosses the notepad on
          his lap. Oliver reads: "Can I see you again?"
          He's very happy.

                          OLIVER
           Yes.

                         

          INT. HOTEL HALLWAY

          They walk down the long hallway, Oliver carries her bags,
          Anna holds onto Arthur's leash. Oliver reaches out and holds
          her hand. They stop and kiss - gentle and comfortable with
          each other.

                         

          EXT. ANNA'S HOTEL, RED HALLWAY - DAY

          Oliver now alone with Arthur - heading home, he's happy.
          CU on his face as he remembers...
          REPEAT SCENE: Oliver and Anna's first kiss, tentative and
          delicate.

          CUT TO PAST

                         

          INT. HAL'S LIVING ROOM - DAY

          Oliver's POV: Hal and Andy kiss lovingly.

                         

          INT. HAL'S KITCHEN - DAY

          Oliver's POV: Andy comes up behind Hal doing the dishes,
          kisses him. Hal smiles very happy.

                         

          INT. HOSPITAL ROOM - NIGHT

          Oliver's POV: Andy kisses Hal in the Hospital.

          CUT TO PRESENT

           10/29/07 25.

                         

                         

                         

                         

          INT. OLIVER HOUSE ENTRY WAY

          Oliver and Arthur enter his home, much more alive than the
          last time we saw him come through the door.

                          OLIVER
           Hello house, (Low voice) hello
           Oliver.

                         

          INT. OLIVER'S DINING ROOM - DAY

          Oliver makes two piles of mail, one says Oliver Fields, one
          has a yellow forwarding sticker that says Hal Fields. The Hal
          Fields pile is much bigger.

                          OLIVER
           Jesus, Pop, you get so much mail.
          Oliver slows and stares at his father's magazine - The
          Advocate. Two attractive, shirtless men on the cover under
          the title: America's Sweethearts. Oliver's lost in memory...

           DOCTOR LONG (O.S.)
           Hal, its remarkable how well you've
           recovered from being on the
           ventilator.

                         

          INT. HAL'S HOSPITAL ROOM

          Hal sit's on top of his hospital bed, wearing one of his all
          black outfits, looking much healthier. A doctor sits on his
          bed, Oliver listens from the side.

                          HAL
           But...?

                          DOCTOR LONG
           The bronchoscopy revealed a mass
           about the size of a quarter. It is
           located in your lower right lung.
          CU on Hal taking this in.

           DOCTOR LONG (CONT'D)
           I'm afraid the biopsy showed it's
           cancerous.

                          HAL
           Uh-huh. I see.

                          DOCTOR LONG
           It appears to have spread... to the
           large hilar lymph nodes in your
           chest and liver.

                          (MORE)

                          (CONTINUED)

           10/29/07 26.

                         CONTINUED:
           DOCTOR LONG (cont'd)
           With the already weakened state of
           your heart and lungs...
          As Dr. Long talks about treatments, Oliver drifts back from
          the conversation, slowly retreating to a window in the far
          corner, as we continue to hear Dr. Long speak, we see
          Oliver's thoughts, fixating on "a mass about the size of a

                         QUARTER"

                         WE HEAR:

           DR. LONG (O.S.) (CONT'D)
           ... Surgery isn't possible given
           its location. We can start
           radiation treatments and see if
           you're strong enough for Chemo. You
           will be able to go home.

                         WE SEE:

          SHOT OF A QUARTER ON BLACK

          SHOT OF TWO DIMES AND A NICKEL

          SHOT OF 5 NICKELS.

          SHOT OF 25 PENNIES.
          We cut back to Hal's face, stoically digesting the news.

                          DOCTOR LONG
           Do you have any questions?

                          HAL
           No. Thank you.
          As the doctor leaves. Oliver takes his father's hand.

                          OLIVER
           I'm sorry.

                          HAL
           Well, let's not rush out and tell
           everyone.

                          OLIVER
           Andy?

                          HAL
           No need to get him up a tree.
          Hal takes a moment and composes himself. In his eyes we can
          see that he knows there is an end to his life.

                          HAL (CONT'D)
           Can you read me something?

                         

                         

                          (CONTINUED)

           10/29/07 27.

                         CONTINUED:

                         
          Hal hands Oliver his Advocate magazine, he begins to read
          from "Tough Guys Do Dance."

                          OLIVER
           The Brazilian ballet star is
           already known not only as a skilled
           partner, but also as a gifted and
           versatile dancer, who adeptly
           fields roles ranging...
          Camera tracks out of the room, leaving the two men alone...

          CUT TO PRESENT

                         

          INT. OLIVER'S OFFICE - DAY

          SERIES OF CU JUMP CUTS: We see Oliver's hands as he draws a
          series of silhouetted figures hanging from trees, others
          happily beheaded, all with talking bubbles that say, "Let's
          not rush out and tell everyone"
          JUMP CUTS: Oliver draws another severed head, then a woman
          smoking next to the words, "First lung cancer."
          JUMP TO LATER: Oliver tacks his drawings to the wall, looks
          at them.
          He looks down and pets Arthur, as we hear...

          CUT TO PAST

           OLIVER V.O.
           Yeah, he's fine. He sleeps on your
           bed.

                          HAL
           But is he eating?

                         

          INT. HAL'S HOSPITAL ROOM

          Hal sits on his bed fully dressed, Oliver is visiting.

                          OLIVER
           Yeah, yeah, he's eating.

                          HAL
           Oh God, I worry so much about--
          As Andy enters, his hands mysteriously cupped together.

                          HAL
           Oh here we are...
          Andy shows Hal his cupped hands.

                         

                          (CONTINUED)

           10/29/07 28.

                         CONTINUED:

                         

                          HAL (CONT'D)
           What have you got in there?

                          ANDY
           A slug.

                          HAL
           Oh, Andy, you can't bring that kind
           of thing in here.

                          ANDY
           Oh I can look.
          Andy flashes open his hands, revealing nothing. He snorts and
          laughs.

                          HAL
           Fuck you.
          Oliver watches with amusement. NURSE SOPHIA enters...

                          HAL
           It's time for inspection...
          The nurse works her way between Andy and Hal to take his
          pulse.

                          NURSE
           Hello, Mr. Fields.

                         

                         

                          HAL
           Hello.
          Andy feels interrupted, strangely hurt by the nurse. The
          nurse begins to take Hal's vital signs.

                          ANDY
           I'm Andy. Hal's boyfriend

                          NURSE
           I'm Sophia.
          Andy gets more and more upset.

                          ANDY
           You know, I have the right to be
           here as much as anyone else.
          Hal lovingly cuts him off, trying to ease the tension.

                          HAL
           Go take a walk. Calm yourself.
          Andy walks out, feeling embarrassed and rejected.

                         

                          (CONTINUED)

           10/29/07 29.

                         CONTINUED:

                         

                          OLIVER
           What was all that?

                          HAL
           Oh, Andy hasn't had it easy. Be
           nice to him.
          To everyone's surprise, Andy storms back in with a bouquet of
          flowers, dumps them on Hal's chest, kisses him triumphantly
          and leaves again.

                          HAL
           (knowing he stole them)
           Andy, where did you get these?

                         

          INT. HOSPITAL ROOM NIGHT

          JUMP CUTS: Oliver helps a group of Hal's gay friends and Andy
          get settled. They're jovial, they come with drinks and
          flowers, the room gets very full. Oliver hands out cups,
          offers wine, Andy lifts his paper cup and makes a toast.

                          ANDY
           Guys, guys, this is to us. Cheers.
          A NURSE suddenly enters.

                          STRICT NURSE
           Drinking's not allowed in the room.
          All the guys freeze.

                          HAL
           Oh, it's not?
          She shakes her head no, the party stops, she leaves. Oliver
          instinctively polite, starts packing up their cups.

                          OLIVER
           I'm sorry.
          Moans and complaints from the group.

                          HAL
           No, no, no. She's a wonderful
           nurse. (he pauses a beat, then
           raises his cup again) Here's to
           health care.
          Hal swigs back his wine. They all laugh, grab their cups and
          toast.

                          EVERYONE
           To health care!
          Hal looks happy, Oliver smiles but can't believe his dad.

                         

                          (CONTINUED)

           10/29/07 30.

                         CONTINUED:

                         

                          OLIVER
           What did you do with my father? He
           was so polite.

                          HAL
           Oh, I invited him - but he never
           returns my calls.
          The guys drink merrily. Someone shoves a cup into Oliver's
          hand, pours him a drink.

                         

                         

          CUT TO PRESENT

                         

          INT. OLD MELROSE BOOKSTORE - NIGHT

          Oliver, Elliott and Arthur are shopping in a very old and
          crowded used book store. Oliver picks up a stack of magazines
          as Elliott interrogates him.

                          OLIVER
           Two, four, six, eight...

                          ELLIOTT
           That's it? That's all you're gonna
           tell me?

                          OLIVER
           I'm gonna meet her at her hotel
           again. You happy?

                          ELLIOTT
           Yeah, I'm very happy. Are you
           happy?
          Oliver drops his books on the counter to check out.

                          OLIVER
           (to shop owner)
           Here's eight...
          Turns to Elliot.

                          OLIVER
           We haven't actually had a
           conversation yet, so, you know...

                         

                         

          EXT. STREETS NIGHT - CONTINUOUS

          The three are now in Oliver's car.

                         

                         

                         

                          (CONTINUED)

           10/29/07 31.

                         CONTINUED:

                         

                          ELLIOTT
           You're thinking about her all the
           time.

                          OLIVER
           And you know that because?

                          ELLIOTT
           Because you're not talking about
           it. I know you.
          There's a pause, then the truth.

                          OLIVER
           It's true. It's embarrassing. I'm
           38 and falling for a girl again...

                         

                         

          CUT TO PAST

                         

          INT. GEORGIA'S BEDROOM - DAY

          Georgia works at her writing table. Young Oliver, bored,
          watches her.

                         

                         

           OLIVER V.O. (CONT'D)
           It's like I lost the instructions
           or I, I never had them...
          Young Oliver walks up to Georgia.

                          YOUNG OLIVER
           Where's Pop?

                          GEORGIA
           At the museum.

                          YOUNG OLIVER
           Is something wrong with you guys?
          Georgia is startled, she hides her feelings with humor.

                          GEORGIA
           What're you, in the FBI?

                          YOUNG OLIVER
           No.

                          GEORGIA
           The CIA?

                          YOUNG OLIVER
           No.

                          (CONTINUED)

           10/29/07 32.

                         CONTINUED:

                         

                          GEORGIA
           KGB? (Oliver shakes his head, no)
           SLA? (no) PTA? (no) BMW?
          Oliver sits silently.

                          GEORGIA
           There is nothing wrong with me and
           Pop.
          Georgia's mask breaks revealing sadness. Oliver can see it,
          she can see he sees it. Georgia gets up and leads Oliver out
          of the room.

                          GEORGIA (CONT'D)
           C'mon.

          INT. CHILDHOOD HALLWAY - DAY

          They stand in front of his bedroom door.

                          GEORGIA
           When you feel bad, you go into a
           room and scream - loud as you want,
           for a minute or two, then it's out
           of you. It's called catharsis.
          She opens the door, pushes him inside, and closes the door.

          INT. OLIVER'S CHILDHOOD ROOM - DAY

          Young Oliver pauses, confused in his room. He doesn't scream.

          INT. CHILDHOOD HALLWAY - DAY

          He comes back out. Sheepish.

                          OLIVER
           I don't feel like screaming...
          Georgia, never ruffled.

                          GEORGIA
           You will...

                         

                         

          CUT TO PRESENT

                         

          EXT. HOLLYWOOD STREET - LATE AT NIGHT

          Oliver and Arthur watch from the car as Elliott gets a can of
          spray paint, heads to a blank wall across the street and
          sprays a large tag on a wall. He then runs back to the car,
          looks proudly at his work.

                         

                          (CONTINUED)

           10/29/07 33.

                         CONTINUED:

                         

                          OLIVER
           What the fuck is that?

                          ELLIOTT
           L-E-IT, Elliot

                          OLIVER
           Well, that's ridiculous.

                          ELLIOTT
           I know! (Getting his criticism
           more) You're not very supportive.

                          OLIVER
           Well, its just copying something
           someone did, like, 30 years ago in
           the Bronx.

                          ELLIOTT
           Well yeah. I'm part of a tradition
           of civil disobedience, something
           bigger than myself.
          Oliver can't believe Elliott said that.

                         

          EXT. NEW STREET

          Elliott drives along-side Oliver who's walking with a spray
          paint can, terrified as he's never done this before. He
          tries to spray, nothing comes out.

                          OLIVER
           How does it work?

                          ELLIOTT
           Shake it, you have to shake it.
          Oliver shakes it awkwardly, then sprays across the wall:

          1985 BUSH FINDS JESUS
          Oliver runs back to the car, exhilarated.

                          ELLIOTT
           What was that?

                          OLIVER
           Historical consciousness... you
           know, something bigger than myself.
          Elliott scoffs.

                          OLIVER
           Let's do it again.
          Elliott drives off. Oliver's coming to life.

                          (CONTINUED)

           10/29/07 34.

                         CONTINUED:

                         

                         WE HEAR:

           ELLIOTT (V.O.)
           Okay, but when you see her, don't
           tell her that you painted
           historical consciousness on the
           wall...
          WE SEE: more of Oliver's graffiti on different buildings:

                         1983 CHICKEN MCNUGGETS

          2003 BRITNEY SPEARS MOST GOOGLED

                         

          EXT. OLIVER'S HOUSE DAY

          Oliver exits his house alone, down his front stairs to the
          street. Halfway down, he hears now familiar sound of Arthur
          barking and howling. Oliver can't believe it.

                         

          INT. ANNA'S HOTEL ROOM

          Anna is sitting on the bed, gently petting Arthur.

                          ANNA
           He's sweet. He misses your Dad.
          She stops. Gets up, nervous, and walks past Oliver into the
          next room. Oliver follows her in. They pause uncomfortably,
          Anna suddenly leans in and kisses him. Before it goes to
          far...

                          OLIVER
           Maybe we, we could, um, just talk
           for a second.

                          ANNA
           Right.
          They awkwardly break apart. Anna goes to a chair, Oliver
          follows. While nothing has really been expressed between the
          two, Anna seems to understand the problem.

                          ANNA
           Well, my name is Anna. You're
           worried you can't trust me because
           you don't know who I am. I get it.
           That makes sense to me.
          She falters, looks at him vulnerably. Oliver abruptly kisses
          her. She pushes back. They pause. She traces his brow slowly
          with her index finger, the way she did their first night.

          JELLY ROLL MORTON'S "SWEET JAZZ MUSIC" PLAYS

                         

                          (CONTINUED)

           10/29/07 35.

                         CONTINUED:

                         

          CUT TO POST SEX:
          The music carries us, they lie in bed, naked. Anna innocently
          leans over and takes Oliver's arm and bites down hard. He
          grimaces. She stops and kisses it, admiring her teeth marks.
          She gets up, sits at a side table and finds her cigarettes.
          Oliver watches her.
          The music seems to bend and slow down, this continues as we
          fall into memory...

                         

                         

          CUT TO PAST

                         

          INT. GEORGIA'S BEDROOM

          CU on young Oliver's hand pushing on a record making the
          bending, slowing sounds.

                          GEORGIA
           Oliver, stop it.

                         
          Oliver stands up bored, Georgia's in the connecting bathroom
          getting ready to go out.

                          OLIVER
           This music's old.

                          GEORGIA
           It's black, black music is the
           deepest cause they suffered the
           most, them and the Jews.
          Oliver plops down on the bed, listening to her.

                          GEORGIA
           In my next life I'm gonna marry a
           good hot blooded Jew - someone full
           of emotion.

                          OLIVER
           I'm Jewish right?
          Georgia comes and sits with him, caresses his hair as she
          talks with him.

                          GEORGIA AT 50
           You're a quarter, I'm a half, your
           father's none. He has the least
           emotions, You'll have more emotions
           than him, but I'll have the most
           emotions.
          She likes that she has the most emotions. They head out.

                         

                          (CONTINUED)

           10/29/07 36.

                         CONTINUED:

                         

                          GEORGIA AT 50
           You get to play chauffeur but just
           to the bottom of the hill.

                         

          EXT. OLIVER'S CHILDHOOD CAR

          10 year old Oliver's in the driving sear, Georgia smokes and
          admires his handling of the car.

                          GEORGIA
           You're turning into a wonderful
           driver.
          Oliver's proud.

                         

          INT. LACMA ART MUSEUM STEPS DAY

          Oliver escorts Georgia up the large steps of the museum. The
          crowd from an opening gathers at the top.

                         

          INT. DAVID SMITH GALLERY LACMA DAY

          Georgia and Oliver approach a David Smith sculpture. After
          staring at it's angels for a beat, Georgia begins to do an
          angular modern-dance-pantomime of the sculpture, imitating
          it's shapes with her body. Oliver locks up with
          embarrassment. A confused and concerned museum guard
          approaches.

                          SECURITY GUARD
           Excuse me Mrs. Fields....

                          GEORGIA
           What? You're not allowed to
           interact with the art?

                          SECURITY GUARD
           It's just that...

                          OLIVER
           C'mon.
          Still embarrassed, Oliver takes Georgia's hand and walks her
          away from the guard.

                          GEORGIA
           You too? You like being a good
           citizen?

                          OLIVER
           No.

          CUT TO PRESENT

           10/29/07 37.

                         

                         

                         

                         

          INT. ANNA'S HOTEL ROOM - LATER

          Anna's sits in her kimono. Oliver's buttoning his shirt.

                          ANNA
           Can you toss me my camisole.
          Oliver throws a sweater.

                          ANNA (CONT'D)
           No, my camisole.
          She throws the sweater back at him. Oliver looks around
          helplessly. He grabs a flower out of a vase and hands it to
          her.

                          OLIVER
           Camisole?
          Anna laughs.

                          ANNA
           You don't know what a camisole is?

                          OLIVER
           I was brought up by these animals
           and they didn't like questions.
          They're both smiling now.

                          OLIVER
           They were very frowned upon. So I
           had to guess.
          Anna takes this in.

                          ANNA
           You can ask me anything.

                          OLIVER
           Anything?
          CUT TO: Oliver and Anna at the window.

                          OLIVER
           What's out there?
          She points.

                          ANNA
           That's a tree.

                          OLIVER
           Yeah.

                         

                         

                          (CONTINUED)

           10/29/07 38.

                         CONTINUED:

                         

                          ANNA
           And cars.

                          OLIVER
           Uh-huh.

                          ANNA
           Another building like this one.

                          OLIVER
           Right.

                          ANNA
           People in the building like us.
           Half of them think things will
           never work out. The other half
           believe in magic. It's like a war
           between them.
          Oliver smiles. He moves away from the window.

                          OLIVER
           How do you know so much about
           people?

                          ANNA
           Oh. Well, you have to learn how to
           read their faces.
          She climbs onto his lap, straddles him.

                          ANNA
           For example... here is mad.
          Anna passes her hand across her face, and she's "mad".

                          ANNA
           Happy...
          Her hand passes again and she's "happy".

                          ANNA
           Sometimes its just nothing.

                          OLIVER
           Oh yeah?
          She points at her blank face.

                          ANNA
           This is nothing... And they are
           good at looking one way and being
           another way.
          Her playfulness is very meaningful to Oliver, he's in love.

           10/29/07 39.

                         

                         

                         

                         

          EXT. FREEWAY PEDESTRIAN OVERPASS

          They walk through a caged-in freeway overpass - Oliver is
          carrying Arthur while blindfolding Anna with his hands. Over
          this we hear the sounds of the quiet hotel room and an
          intimate conversation between them.

           ANNA (V.O.)
           You don't know me. I like that.

           OLIVER (V.O.)
           No, that's not true.

           ANNA (V.O.)
           Oh yeah?

           OLIVER (V.O.)
           Yeah, you have blonde hair that
           goes down to about here. You smoke
           in non-smoking rooms.
          Oliver is still covering her eyes, leading her to a certain
          point, the busy sound of the freeway fading up...

                          OLIVER
           Okay, open your eyes...
          HIGH ANGLE on huge trucks and traffic racing just beneath
          Oliver and Anna's feet under the overpass. The trucks lay on
          their horns as they pass, scaring and thrilling them.
          MOMENTS LATER: they walk alongside the LA river together, arm
          in arm, happy. The intimate conversation continues in voice
          over.

           ANNA (V.O.)
           Oh yeah? You drive on the sidewalk.
           You were raised by animals.
           Sometimes you look very alone, like
           you just got here.
          They meet up with friends on the banks of the river.

           OLIVER (V.O.)
           Yeah, you see, you don't know me at
           all.

                         

          INT. ANNA'S HOTEL HALLWAY

          Oliver and Arthur are leaving, walking down the long hallway
          together. Arthur seems to stop and look up at Oliver.

                          ARTHUR SUBTITLE
           She's unlike any girl I've ever
           met.

                         

                          (CONTINUED)

           10/29/07 40.

                         CONTINUED:

                         
          Oliver stops and looks at Arthur.

                          OLIVER
           Someone flashy walks into your life
           and you're just gonna fall for it?

                          ARTHUR SUBTITLE
           Are we married yet?

                          OLIVER
           No, uh, it doesn't work like that.
           There are other steps, it's
           complicated.
          They look at each other a beat and then walk on together.

                          ARTHUR SUBTITLE
           I hope this feeling lasts.

          CUT TO PAST

                         

          INT. HAL'S HOSPITAL BATHROOM - DAY

          Oliver is shaving Hal's face.

                          HAL
           What happened with Michelle?

                          OLIVER
           You know... I don't know.

                          HAL
           She seemed great.

                          OLIVER
           She was great.

                          HAL
           Maybe you should take out a
           personal ad, where you explain your
           situation?

                          OLIVER
           My situation?

                          HAL
           Yeah, I mean, you want to be in a
           relationship but you can't stay in
           one.

                          OLIVER
           That's your fatherly advice?
           Personal ads?

                         

                         

                         

                          (CONTINUED)

           10/29/07 41.

                         CONTINUED:

                         

                          HAL
           Well, a lot of people use them... I
           did.

                          OLIVER
           What?

                          HAL
           If Andy wasn't going to be
           monogamous, why should I be?

                          OLIVER
           Jesus, Pop.

                          HAL
           Jesus yourself.

                         

          INT. HAL FIELD'S HOUSE- DAY

          Hal's friends hold up a hand-made "WELCOME HOME" sign in the
          living room. Oliver helps Hal walk to his crew, Andy at the
          center holding Arthur.

                          HAL
           Hello house (Answers back in deep
           voice) Hello Hal.
          Andy holds Arthur. Hal and Arthur kiss. They've clearly
          missed each other.
          JUMP CUTS: Oliver takes bottles of pills and syrups and
          inhalers out of a Sav-On bag. He makes a chart of the
          medicine, the dosage, and puts the pills in a dish. It's
          emotional job for him.

                         

          INT. HAL'S DINING/KITCHEN

          Oliver watches as Andy sneaks up behind Hal with his hands
          cupped closed. Hal turns and smiles.

                          HAL
           Oh God, what have you got this
           time?

                          ANDY
           It's a green caterpillar.

                          HAL
           No, no, no, you don't have a green
           caterpillar.

                          ANDY
           Oh yeah I do.

                         

                         

                          (CONTINUED)

           10/29/07 42.

                         CONTINUED:

                         
          Andy opens his hands to reveal he actually does have a green
          caterpillar.

                          HAL
           Oh my God. Gross! Oh, Jesus...

                          (LAUGHING)
          Andy puts the caterpillar down on the saucer of Hal's tea
          cup, gives him a big kiss, and starts to leave...

                          HAL
           Hey, you going?

                          ANDY
           Yeah, Michael's in town.

                          HAL
           Oh. Right.
          Andy waves goodbye and leaves. Hal is sad but covering it
          up. He catches Oliver watching.

                          OLIVER
           I thought he was your boyfriend?

                          HAL
           Well, at least I'm the number one
           boyfriend.
          Hal grimaces in pain, doubles over.

                          OLIVER
           Pop.

                          HAL
           Oh, my stomach.

                          OLIVER
           Alright, come on. Come on.
          Oliver tries to clear the couch of books and dogs for Hal to
          sit down.

                          OLIVER
           Arthur, down.

                          HAL
           Well, let's say, when you were
           little, you always dreamed of some
           day getting a lion?
          Oliver eases Hal down onto the couch.

                         

                         

                         

                         

                          (CONTINUED)

           10/29/07 43.

                         CONTINUED:

                         

                          HAL
           And you wait and you wait and you
           wait and you wait and the lion
           doesn't come. Then along comes a
           giraffe.
          Oliver helps Hal get his feet up.

                          HAL
           You can be alone or you can be with
           the giraffe.

                          OLIVER
           I'd wait for the lion.
          Oliver grabs the oxygen tubes and puts them on Hal's face.

                          HAL
           That's why I worry about you.
          Hal looks at Oliver with love and concern.

                         

                         

          CUT TO PRESENT

                         

          INT. OLIVER'S OFFICE - DAY

          CU on Oliver's hands as he writes "THE HISTORY OF SADNESS".
          CUT TO him drawing an explosion with the caption: "EARTH
          BEGINS (SADNESS NOT YET INVENTED)". He draws a man and a
          woman with the caption: "FIRST COUPLE TO MARRY FOR WRONG
          REASONS." He draws a spilled glass - "INVENTION OF ALCOHOL,
          ANCIENT EGYPT." He draws a man's face and torso: "FIRST GAY
          MAN ACCUSED OF BEING MENTALLY ILL." He draws a man labelled
          "PRESENT" having been crushed by a giant boulder labelled

          "PAST."
          Oliver stops drawing, thinking of a conversation with his
          father. CUT TO: Hal on his couch (previous scene) talking to
          Oliver.

                          HAL
           You want me to be with someone like
           me. I like Andy cause he's not like
           me... he's fun.

                         

          INT. ANNA'S HOTEL HALLWAY

          Arthur runs down the hotel hallway, followed by Oliver, they
          come to a corner and Anna jumps out, scaring them, they laugh
          and continue on together.

           10/29/07 44.

                         

                         

                         

                         

          INT. MELROSE BOOK STORE NIGHT

          Oliver and Anna are in the overcrowded used book store we saw
          earlier. Oliver sees her down the aisle.

                          OLIVER
           Hey, what did you get?
          She puts the cover of Liv Ullman's "Changing" over her face -
          Ullman's face on the cover becomes Anna's.

                          OLIVER (CONT'D)
           Liv Ullman. Very serious.

                          ANNA
           And I found this crazy book.
          She holds an old copy of THE JOY OF SEX in front of her face.

                          OLIVER
           That's kind of a classic American
           thing.
          Anna opens the book to a large drawing of a couple having
          sex.

                          ANNA
           Maybe we can figure out some
           classic American things to do.
          Oliver takes the book and flips through the pages.

                          OLIVER
           Yeah, Like page 75?

                          ANNA
           Uh-huh.

                          OLIVER
           Or 75 all the way through, through

           80.

          LATER...
          Oliver, Anna and Arthur sit at the end of an aisle looking at
          a book on "Old Hollywood". The book has a photo of Louise
          Brooks from the Twenties.

                          OLIVER

                          (READING)
           Louise Brooks, star of silent
           screen... effectively banned from
           Hollywood in early Thirties, ended
           up working as a salesgirl at Saks
           Fifth Avenue.

                         

                         

                          (CONTINUED)

           10/29/07 45.

                         CONTINUED:

                         
          Anna listens. Oliver turns the page, we see a photo of
          Veronica Lake.

                          OLIVER
           Veronica Lake.

                          ANNA
           Oh I love her.

                          OLIVER
           She was a pin-up model and a film
           star... Success was short-lived...
           series of broken marriages... She
           struggled with mental illness and
           alcoholism. She died of hepatitis
           at the age of 53.

                          ANNA
           All these actor stories end sad. I
           can tell you that already. It's
           not a good life.
          Oliver closes the book, they share a look, and something
          vulnerable. Anna changes the mood, pulls out The Joy Of Sex,
          skips through the pages as she talks.

                          ANNA (CONT'D)
           So. Now I want real Mexican food.
          She stops on an illustration she likes.

                          ANNA (CONT'D)
           And I want to try page... 46.

                         

          EXT. STREET TACO TRUCK - NIGHT

          Oliver, Anna and Arthur walk up to a typical L.A. Taco truck
          on the side of the street. There is nothing fancy looking
          about it.

                          ANNA
           No.

                          OLIVER
           Yeah.

                          ANNA
           Really?

                          OLIVER
           It's really good.
          JUMP CUT: They're sitting on milk crates by the truck, ready
          to take their first bite, Anna dives in un-selfconsciously,
          we're not sure what she thinks.

                         

                         

                          (CONTINUED)

           10/29/07 46.

                         CONTINUED:

                         

                          OLIVER
           What do you think?

                          ANNA
           It's so good.
          Oliver's so relieved.

                          OLIVER
           It's good? Oh, I wasn't sure you'd
           like it.

                          ANNA
           Why?

                          OLIVER
           You're an actress and staying in
           that fancy hotel.
          Anna can barely swallow her huge bite...

                          ANNA
           I like this place.

                         

          INT. ANNA'S HOTEL ROOM

          They lie on the bed, continuing their conversation, side by
          side, looking up at the ceiling together.

                          ANNA
           I used to love hotels. But now I'm
           always in a new apartment or... in
           another hotel somewhere.

                          OLIVER
           How do you keep hold of friends...
           or boyfriends?

                          ANNA
           It makes it very easy to end up
           alone - to leave people.

                          OLIVER
           You can stay in the same place and
           still find ways to leave people.
          She reaches up with her hand, their fingers intertwine.

                          ANNA
           You are like that? Its what you do?
          Oliver nods yes. They know each other much better than either
          one knew.

                          ANNA
           So we are the same?

                         

                          (CONTINUED)

           10/29/07 47.

                         CONTINUED:

                         

                          OLIVER
           Yeah, I guess so.
          The look to each other.

          CUT TO PAST

                         

          INT. HAL'S HOUSE - OLIVER'S ROOM - NIGHT

          Thumps and loud 1920's music wakes Oliver in the middle of
          the night. He turns the lights on, discombobulated.
          He gets up, works his way through the dark house. Turning on
          lights.

                          OLIVER
           Pop?

                         

          INT. HAL'S LIVING ROOM - NIGHT

          Hal's awake, he's taken down dozens of books from a wall to
          wall bookshelf. A huge physical task. MARIA a nurse is with
          him. Oliver's dumbfounded.

                          HAL
           Oh, did I wake you? Yeah. (Handing
           Maria some books) Thank you Maria.
           (to Oliver) And now that you're
           here, uh, would you please put
           those up there?

                          OLIVER
           What are you--? Pop. What?

                          HAL
           I'm reorganizing.

                         

                          OLIVER
           Prednisone makes you crazy.

                          HAL
           I'm just not sleepy. I feel great.

                         

          INT. HAL'S OFFICE

          Oliver and Hal are sitting at either side of his desk, Arthur
          is in hal's lap. The sound from last scene bleeds over...

           OLIVER (V.O.)
           Pop, you should rest.
          Hal looks sick but energized, he shuffles his desk of papers.

                         

                          (CONTINUED)

           10/29/07 48.

                         CONTINUED:

                         

                          HAL
           As soon as I finish these papers.
           Right, papers? (In a different
           voice) Right, Hal. As soon as
           you're done, you can rest.
          Oliver can only sit and worry.

          CUT TO PRESENT

                         

          EXT. ELYSIAN PARK

          Anna, Oliver and Arthur are walking in Elysian park, a view
          of downtown behind them. Oliver's looking at her face, she
          notices.

                          ANNA
           What?

                          OLIVER
           Nothing, you're pretty.

                          ANNA
           No...

                          OLIVER
           Yeah.

                          ANNA
           Jewish girls are not pretty. They
           can be "interesting", or cute, but
           not pretty.

                          OLIVER
           You're kidding right?

                          ANNA
           That's what my mom told me.

                          OLIVER
           She did not.
          Anna laughs. As Anna continues to explain, the sound begins
          to fade down...

                          ANNA
           No, you're right, this girl at
           school told me that. And I went
           home and my mom said, `Anna, who
           told you that?
          And Oliver's narration fades in over them walking...

                         

                         

                         

                         

                          (CONTINUED)

           10/29/07 49.

                         CONTINUED:

                         

           OLIVER (V.O.)
           This is what it looks like when
           Anna tells me about being Jewish in
           2003. And when I tell her that my
           mother was Jewish. And then my
           father turned in his gay badge when
           my mother turned in her Jewish
           badge. And they got married in

           1955.

          CUT TO NARRATED SEQUENCE

          STILL PHOTOGRAPHS FLASH BEFORE US:

          PHOTOS OF GEORGIA IN 1938, F.D.R., BUSINESS MEN...

           OLIVER (V.O.)
           My mother didn't know she was
           Jewish until she was 13. It was
           1938. This is what people looked
           like.

          THEN LIONS AND GIRAFFES FROM 1938. THEN ADOLF HITLER ON TIME

          MAGAZINE COVER.

           OLIVER (V.O.)
           And lions and giraffes. This man
           was Man of the Year.

          THEN GEORGIA'S FATHER IN 1938, GEORGIA'S SWIM TEAM PHOTO.

           OLIVER (V.O.)
           Her father tried to hide that they
           were Jewish. This is the swim team
           that asked her to leave once they
           discovered that she was Jewish.

          THEN A QUICK SERIES OF ANGLO LOOKING FEMALE MODELS AND PIN-

          UP'S FROM 1938.

           OLIVER (V.O.)
           This is what pretty looked like in

           1938.

          NOW A STILL PHOTO OF HAL IN 1938.

           OLIVER (V.O.)
           My father realized he was gay when
           he was 13. It was 1938.

          THEN A SERIES OF PHOTOS OF MALE MODELS IN SWIM SUITS AND

          EXERCISING.

           OLIVER (V.O.)
           This is what pretty looked like.

                         

                         

                         

                          (CONTINUED)

           10/29/07 50.

                         CONTINUED:

                         

          THEN PHOTOS OF THEIR HIGH SCHOOL, G.I.'S FROM W.W.2, AND

          JAMES DEAN.

                         

                         
           This is the high school where they
           first met. This is the war they
           both went to. And this man was
           popular when they met again.

          NOW A PHOTO OF A PUBLIC RESTROOM.

           OLIVER (V.O.)
           This is the only place my father
           could hide and have sex in the
           Fifties.

          NOW HISTORICAL FILM FOOTAGE OF GAY MEN BEING BUSTED BY THE

          VICE SQUAD IN THE 1950'S AND BEING LOADED INTO PATTY-WAGONS.

           OLIVER (V.O.)
           My father said if you got caught my
           the Vice Squad you could lose
           everything...
           This is everything.

          A RAPID-FIRE SEQUENCE OF FACES AND PEOPLE FROM 1950'S

          ADVERTISEMENTS - EVERYONE HAPPY AND ENJOYING THEIR CARS,

          FAMILIES, MEALS AND HAIR PRODUCTS.

          NOW A STILL PHOTOGRAPH OF A PSYCHIATRISTS COUCH.

           OLIVER (V.O.)
           My father laid down on a couch like
           this and told the psychiatrist all
           his problems in 1955. The doctor
           told him that homosexuality was a
           mental illness, but it could be
           cured.

          AND THEN A MEDICAL MODEL OF A HUMAN BRAIN.

           OLIVER (V.O.)
           Not everyone got cured.

          A MAP OF 1950'S LA, WITH SMALL ARROW POINTING TO THEIR HOME

           OLIVER (V.O.)
           This is where my parents lived in

           1955.

          ANOTHER ARROW SUPERS ON VERY CLOSE TO THEIR HOME.

          TITLE: THE MATTACHINE SOCIETY

                         

                         

                         

                          (CONTINUED)

           10/29/07 51.

                         CONTINUED:

                         

           OLIVER (V.O.)
           And this is the home where the
           first gay rights group was secretly
           meeting.

          NOW A STILL PHOTO OF AN EMPTY CHURCH FROM THE 1950'S.

           OLIVER (V.O.)
           While they were reciting their
           vows, here in this church...

          AND THEN A STILL FROM ALLEN GINSBERG'S 1955 APARTMENT.

           OLIVER (V.O.)
           Allen Ginsburg was writing his
           famous poem, Howl, blocks away in
           this room.

          AS WE SLOWLY ZOOM INTO GINSBERG'S APARTMENT, HISTORICAL

          RECORDING OF HIM READING HOWL FADES UP AND OVER THE NEXT

          SCENE.

           ALLEN GINSBERG (V.O.)
           Who let themselves be fucked in the
           ass by saintly motorcyclists and
           screamed with joy. Who blew and
           were blown...

          CUT TO PRESENT

                         

          INT. OLIVER'S OFFICE - DAY

          GINSBERG'S READING CONTINUES OVER: Oliver flips through a
          mock-up he made for "The Sads" - it's all the happy faces
          from 1950's advertising that we saw in the last scene. One
          face per-panel.
          LATER: the three members of "The Sads" and a RECORD COMPANY
          REP arrive. Jelly Roll Morton piano plays, we see but do not
          hear the meeting take place. The Sads look at the designs,
          which include many of the "History Of Sadness" drawings we
          have seen now in CD cover format - and no portraits of the
          band. It's clear that The Sads are not into Oliver's work.
          CUT TO: After the meeting, the RECORD COMPANY REP talks to
          Oliver alone.

           RECORD COMPANY LADY
           Just do the portrait of them, it's
           an album cover, right? That's what
           they want. Yeah?
          Oliver's very disappointed but polite.

                         

                         

                         

                         

                          (CONTINUED)

           10/29/07 52.

                         CONTINUED:

                         

                          OLIVER
           Yeah. Right.

                          CUT TO:

                         

          EXT OFFICE BUILDING - CONTINUOUS
          Oliver and Arthur leave the office, defeated.

          CUT TO PAST

                         

          INT. HAL'S LIVING ROOM - DAY

          Oliver walks into Hal's living room, carrying his full tray
          of medication.

                          OLIVER
           Here, Pop.

                          HAL
           Oh, God.

                          OLIVER
           I know, I know. Come on.
          Hal begins taking his many pills, with each one he pings his
          glass with a teaspoon as he swallows. The room is cluttered
          with books. Oliver picks up a toppling pile of files from a
          paper-filled side table.

                          HAL
           Hey, no, no, no. That's the Gay
           Pride Day stuff. Just leave those.

                          OLIVER
           Alright.
          Oliver begins to neaten a messy pile of books on top of a
          chair.

                          HAL
           And that's for gay book club. You
           better leave those too.

                          OLIVER
           But what about this chair? Is it
           gay?

                          HAL
           The chair's not gay. Obviously.
          Hal gets up and walks to the kitchen, his oxygen cannon cord
          is attached to the pump behind him, stopping him short.

                         

                         

                          (CONTINUED)

           10/29/07 53.

                         CONTINUED:

                         

                          OLIVER
           Pop, Pop, the cord won't go that
           far.

                          HAL
           Oh, to hell with it.
          Hal pulls off the oxygen and keeps walking, frail but
          determined. Andy enters with a large pilates ball.

                          HAL
           Oh, hey what's that?

                          ANDY
           Now that you're out of the
           hospital, you'll have to exercise,
           get you back into shape.
          Oliver can't believe it.

                          HAL
           That's a great idea.

                          ANDY
           Okay, let's try it. I'll, I'll show
           you how.
          Hal's still heading to the sink.

                          HAL
           Yeah, later on, I'm gonna make
           myself some tea.

                          ANDY
           Okay, I'll clean it up. It's a
           little - yech.
          Andy walks out, Hal pours water into a kettle, in front of
          him on the window sill is the same vase from the first scene
          of the film, with some dead daisies in it.

                          HAL
           Your mother's vase needs some
           flowers.
          Oliver looks at them frustrated and uneasy...

                         

          INT. STAPLES - DAY

          Oliver and Hal walk amongst all the products. Hal wears his
          portable oxygen and grabs different kinds of papers, dumping
          them in the basket Oliver holds.

                          OLIVER
           Pop, you just got out of the
           hospital, you should take it easy.

                         

                          (CONTINUED)

           10/29/07 54.

                         CONTINUED:

                         
          They're in a new isle, Hal continues his march.

                          OLIVER
           You need to tell Andy that
           you're... not well.
          Hal, continues on, avoiding looking at Oliver.

                         

                          HAL
           You'll tell him, won't you?
          Oliver's flabbergasted, but his dad's vulnerability is clear
          to him.

                          OLIVER
           Me?

                          HAL
           Please?

                         

          INT. HAL'S GUEST HOUSE - DAY

          Andy's on an elliptical trainer, through a window we can see
          Oliver approaching with the weight of the world on his
          shoulders. Andy see's him, can immediately sense that
          something is wrong.

                          OLIVER
           Hey.
          Oliver approaches seriously, this makes Andy nervous, he
          stops his workout. Oliver tries to find his words.

                          ANDY
           You know that I tried to have sex
           with women?

                          OLIVER
           Yeah?

                          ANDY
           Yeah. I wanted you to know I
           tried, it just, it didn't work.

                          OLIVER
           Hey, I don't have a problem with
           gay guys.

                          ANDY
           Have you ever had sex with a man?

                          OLIVER
           No.

                         

                         

                          (CONTINUED)

           10/29/07 55.

                         CONTINUED:

                         

                          ANDY
           I heard that if a man hasn't had
           sex with another man, he's always
           afraid of gay men. You know,
           they're a threat.
          Oliver's blown away by the logic.

                          OLIVER
           I don't know Andy.

                          ANDY
           I didn't want you to feel
           threatened, I don't want to have
           sex with you. What I do, most
           people wouldn't even call it sex.
          Andy's relieved he got this off his chest, all tension is
          relieved for him, Oliver is just confused.

                          OLIVER
           Okay, okay.

                          ANDY
           Hey...
          Andy gives Oliver a big sweaty hug. Oliver leaves.

                         

          INT. HAL'S KITCHEN - CONTINUOUS

          Oliver enters as Hal's finishing the dishes.

                          OLIVER
           I couldn't tell him.

                          HAL
           That's okay.

                          OLIVER
           No it's not. You can't hide this
           from him. He loves you.

                          HAL
           For someone with so much
           relationship advice, you seem
           awfully alone.
          Oliver, angry but at a loss for words, takes the flower vase
          and leaves, Arthur follows.

                         

          EXT. HAL'S HOUSE - CONTINUOUS

          Oliver and Arthur exit a side door, go to a planter full of
          daisies and cuts some for his mother's vase. He looks back
          Arthur.

                         

                          (CONTINUED)

           10/29/07 56.

                         CONTINUED:

                         

                          OLIVER
           Just act natural. When he's not
           looking, we'll make a run for it,
           okay?

          CUT TO PRESENT

                         

          EXT. GRIFFITH PARK

          We cut to Arthur sprinting up a trail in Elysian park. Oliver
          and Anna chase after him. In contrast to the previous scene
          there is lightness and laughter here.

                         

          INT. ANNA'S HOTEL ROOM NIGHT

          The three enter, the phone is ringing, Anna is staring at it
          with dread. Oliver looks at her, he finally moves to pick it
          up.

                          ANNA
           Don't, don't.
          It keeps ringing.

                          ANNA
           It's my dad.
          They both watch the phone as it rings and stops.

                          OLIVER
           He's that bad?
          She picks up the phone, and gestures for Oliver to pick up
          the line next to him.

                          ANNA (CONT'D)
           I'll be my dad, you be me.

                          OLIVER

           OK.

                          ANNA
           (In a deep man's voice) Honey?
          She gestures again, Oliver picks up the phone on his side of
          the bed. Anna turns away, he can only see her back across the
          bed. He turns away too.

                          OLIVER
           Oui?
          Anna continues to talk in a different voice.

                          ANNA
           C'est toi, cheri?

                          (CONTINUED)

           10/29/07 57.

                         CONTINUED:

                         

                          OLIVER
           Oui Papa.

                          ANNA
           You never call me back.

                         

                          ANNA
           You know, I can't stop thinking
           about, you know, about it. Doing
           it.

                          OLIVER
           Doing what?

                          ANNA
           Killing myself. You are the only
           one I can tell that to.
          Oliver breaks role, turns around looks at her.

                          OLIVER
           You should tell mom about that, not
           me.
          She just looks at him. Back into phone.

                          ANNA
           You are my girl.
          They hang up. She's embarrassed, she lightens the mood to get
          out of this intimacy.

                          ANNA
           Now I have to kill you.

                          OLIVER
           Just as it was going so well.

                          ANNA
           I know. I'm sorry.
          She tosses a pillow over his face and pretends to shoot him
          twice. She pulls the pillow back tentatively, he's smiling.

                          OLIVER
           Hey Anna?

                          ANNA
           Hey Oliver?

                          OLIVER
           How do you feel about vandalism?
          It's the last question she thought he'd ask. She's amused.

                         

                         

                          (CONTINUED)

           10/29/07 58.

                         CONTINUED:

                         

                          ANNA
           I don't know. Pretty okay.

                         

          EXT. LOS ANGELES STREETS/INT. CAR - NIGHT

          Anna, Oliver, Elliott, Shauna and Arthur drive up Sunset
          Blvd. They arrive at Alvarado, park and get out. Above them a
          well lit large blank/white billboard. As Oliver and Elliott
          get spray paint cans from the back of the car...

                          ELLIOTT
           Oliver, don't write any of that
           serious stuff, okay? Just write
           something funny. Girls like funny.

                         

          EXT. ROOFTOP

          The gang get to the top of the stairs, on to the roof where
          they can see the large blank billboard towering in front of
          them.

                          SHAUNA
           You know what? Here, give me
           Arthur. We'll just stay here and
           get arrested. You know, that's
           good.
          Oliver leaves Arthur with her, and Anna and Elliott and him
          head off to the billboard. They climb it's structure, it's
          high and a bit scary. On the top is a gang plank looking over
          the city. Anna is happy she came. Elliott goes to paint the
          back side of the billboard. Oliver meets up with Anna, over
          looking the city.

                          OLIVER
           You okay?

                          ANNA
           Yeah. I'm gonna stay here with my
           new friend (the handrail she
           holds).

                          OLIVER
           Okay.
          Oliver walks out and writes big letters across the billboard.

          YOU MAKE ME LAUGH BUT IT'S NOT FUNNY.
          He makes his way back. Anna's not where she was, he looks and
          finds her in the gangways between the two billboards with a
          view to downtown below her.

                          ANNA
           C'est beau ici.

                         

                          (CONTINUED)

           10/29/07 59.

                         CONTINUED:

                         

                          OLIVER
           Yeah.
          He comes to her, wanting to get beyond the romance somehow.

                          OLIVER
           I'm trying to impress you.

                          ANNA
           (Gasps ironically) Really?
          She walks to him and puts her hands around his head, somehow
          it's more intimate and vulnerable now.

                          ANNA
           It's working.
          They kiss.
          MOMENTS LATER. They're at the bottom of the ladder. They all
          run back to their car.

                         

          INT. ANNA'S HOTEL - NIGHT

          Oliver, Anna and Arthur walk down the hallway. Arthur bolts
          ahead suddenly, getting free of Oliver, he runs to and OLD
          MAN - wearing all black and looking just like Hal. Oliver
          runs up to stop Arthur.

                          OLIVER
           Arthur, Arthur. I'm sorry.
          We see the old man's face, it's not Hal, but it the
          resemblance hits Oliver too. The man is struggling with his
          hotel key card.

                          OLD MAN
           Oh. No problem. No problem. What's
           with this card?

                          OLIVER (CONT'D)
           Uh, do you mind?
          Oliver swipes the man's key, the door opens.

                          OLD MAN
           Thank you.
          He disappears. Oliver looks overwhelmed by this ghost. Anna
          senses what's happened. She leads Oliver to their room.

                         

          INT. ANNA'S ROOM - NIGHT

          Oliver sits on the bed, sinking. Anna watches him. She comes
          to him, hugs him.

                          (CONTINUED)

           10/29/07 60.

                         CONTINUED:

                         

                          ANNA
           He looked like your dad?

                          OLIVER
           Yeah.
          She wants to take care of him, she lays him back on the bed,
          helps him take his coat off, she's sitting on him, caressing
          him - Oliver is overwhelmed by memory.

                          OLIVER
           Somewhere along the line, he
           stopped admitting to himself that
           he was sick.

          CUT TO PAST

                         

          INT. HOSPITAL - DAY


          A SERIES OF REPEAT ACTIONS ON DIFFERENT DAYS:
          1. Camera tracks with Oliver helping Hal into the Cancer
          Center. Hal is full of life.

          SAME ANGLE TWO MORE TIMES, DIFFERENT DAYS, DIFFERENT CLOTHES

          AND EXTRAS.
          2. Hal arrives at the cookie plate in the Cancer Center
          Lobby.

          SAME ANGLE TWO MORE TIMES, DIFFERENT DAYS, DIFFERENT CLOTHES

          AND EXTRAS.
          3. CU on the cookie plate.

          SAME ANGLE TWO MORE TIMES, DIFFERENT DAYS, DIFFERENT COOKIES.
          4. Hal sits happily eating his cookie. He is chipper, alive,
          without self-pity.

          SAME ANGLE TWO MORE TIMES, DIFFERENT DAYS, DIFFERENT CLOTHES

          AND COOKIES.

                         

          INT. RADIATION ROOM

          Hal looks into camera (Oliver's perspective) as he pulls his
          shirt off, the radiation machine is in the background. Hal
          grandly introduces Oliver to the Technician.

                          HAL
           Oliver, this is Blake. He's a
           wonderful man.
          CU of the small round registration tattoos on Hal's chest

                         

                          (CONTINUED)

           10/29/07 61.

                         CONTINUED:

                         

                          HAL
           Look. I finally got a tattoo.
           Registration purposes of course.

          CUT BACK TO PRESENT

                         

          INT. ANNA'S HOTEL ROOM

          Anna still straddles Oliver, she's moved by his story.

                          ANNA
           Good for him.

          CUT BACK TO PAST
          Oliver continues to tell Anna about Hal.

                         

          INT. COUNTERPOINT BOOKSTORE


           OLIVER (V.O.)
           He did a lot of shopping. Bought
           all these books.

          SAME ANGLE AND LOCATION, JUMP CUT THROUGH 3 DIFFERENT DAYS OF

          HAL LOOKING FOR BOOKS.

          JUMP CUT THROUGH 3 DIFFERENT SETS OF BOOKS BEING PUSHED

          TOWARDS THE CASH REGISTER.

           OLIVER V.O.
           And new clothes.

                         

          INT. MENS CLOTHING STORE DRESSING ROOM.


          SAME ANGLE, MENS DRESSING ROOM, 3 DIFFERENT DAYS, OLIVER

          BRINGS DIFFERENT CLOTHES TO HAL IN THE DRESSING ROOM.

                         

          INT. STAPLES STYLE STORE - DAY

          Hal buying more and more paper, Oliver helping him.

           OLIVER (V.O.)
           He was obsessed with Staples.

                         

          INT. NURSERY


          JUMP CUT THROUGH TWO DIFFERENT DAYS, OLIVER HELPS HAL BUY

          PLANTS.

                         

                         

                         

                         

                          (CONTINUED)

           10/29/07 62.

                         CONTINUED:

                         

           OLIVER (V.O.)
           He bought a lot of plants.

                         

                         

          CUT BACK TO PRESENT

                         

          INT. ANNA'S HOTEL ROOM

          Oliver's very emotional now, as is Anna.

                          OLIVER
           He had a lot of parties.

          CUT TO PAST

                         

          INT. HAL'S HOUSE - NIGHT

          Oliver arrives at Hal's, there is a party going on, Oliver is
          surprised, he carries groceries with him.

                          HAL
           Well, glad you could make it.

                          OLIVER
           I thought I was making dinner?

                          HAL
           It's movie night.
          Oliver and Hal make their way through a crowd of Hal's gay
          friends. They're in party mode.

                          PARTY GUEST
           Hal, you look wonderful.

                          HAL
           Oh, I'm turning the corner on this
           thing.
          We loose Hal and Oliver in the group...

                         

          INT. HAL'S DINNING ROOM - ANOTHER DAY

          Twelve of Hal's gay friends sit around the table in an
          assembly line of paper folding-envelope stuffing-labeling,
          stamping...

           OLIVER (V.O.)
           He had these political letter
           writing parties, there was an out
           gay congressman he was
           supporting...

                         

                          (CONTINUED)

           10/29/07 63.

                         CONTINUED:

                         
          Hal leads the guys as they put the letters together.

                         

          INT. HAL'S HOUSE (BACK TO MOVIE NIGHT PARTY)

          BACK TO Oliver and Hal, arriving in the kitchen with the
          groceries.

           OLIVER (V.O.)
           He started telling everyone that he
           was getting better.
          They're finally almost alone.

                          OLIVER (CONT'D)
           Why're you telling them you're
           "turning the corner"?

                          HAL
           Well...

                          OLIVER
           You have stage 4 cancer?

                          HAL
           It's not as bad as it sounds.

                          OLIVER
           Pop. There is no stage 5.

                          HAL
           That's not what it means.

                          OLIVER
           What does it mean?

                          HAL
           It just means it's been through 3
           other stages.
          Oliver doesn't know what to say, he looks through the door at
          all of Hal's friends -- happy, laughing, partying. He looks
          back at Hal, ready to fight him more, but for the first time
          we can see fear and doubt in Hal's face.

                          OLIVER
           What movie are we watching?

                          HAL
           "The Life of Harvey Milk." He was
           the first openly gay politician...

                          OLIVER
           Yeah I know who Harvey Milk is.

                          HAL
           Good, good.

                         

                          (CONTINUED)

           10/29/07 64.

                         CONTINUED:

                         
          Hal heads back to the party, leaving Oliver alone in the
          kitchen overwhelmed.
          MOMENTS LATER: Everyone is crowded onto the couches, they're
          watching the Harvey Milk film.

                         

          INT. HAL'S OFFICE

          Hal paces and dictates to a secretary.

           OLIVER (V.O.)
           He hired a secretary that he could
           dictate to.

          LIVE ACTION PORTRAIT OF THE SECRETARY LOOKING INTO CAMERA.

           OLIVER (V.O.) (CONT'D)
           He wrote an essay about religion...

                         

          INT. HAL'S DINNING ROOM - ANOTHER DAY

          Hal works with his secretary as Oliver looks on. Hal pulls
          the lap-top to himself and reads what he has dictated...

                          HAL
           Eventually Jesus grew old. He could
           no longer walk far and he could no
           longer preach in a loud voice. One
           day he announced to his apostles
           that he was departing. The three
           disciples prayed with him, gave him
           water, bathed and fed him. After
           gasping for breath for several
           days, one morning, just as dawn
           came, Jesus passed away.

                          OLIVER
           You re-wrote Jesus' death?
          They all laugh.

                          HAL
           It was so violent, we need new
           stories.
          Oliver goes over and kisses Hal on the head.

                         

          INT. HAL'S LIVING ROOM

          Oliver enters and sees Hal and Andy taking a nap together on
          the day bed. Hal wakes up and waves at Oliver.

                         

                         

                         

                          (CONTINUED)

           10/29/07 65.

                         CONTINUED:

                         

           OLIVER V.O.
           For the first time I saw him really
           in love.
          Oliver waves back at his father.

                         

           ANNA V.O.
           He sounds amazing. But that must
           have been crazy for you.

          CUT TO PRESENT

                         

          INT. ANNA'S HOTEL ROOM

          Anna hugs and kisses Oliver. She's both overwhelmed by his
          need and sympathetic to all that he's lost.

                         

                         
          LATER THAT NIGHT: The room is dark, Oliver is asleep. Anna is
          nervously awake. She quietly gets out of bed, puts her pants
          on, and sneaks to the door. Arthur wakes up and hops to her
          wanting to follow.

                          ANNA
           Stay here.
          She starts to close the door, Arthur scratches, she tries
          again, he scratches. She opens the door, Arthur trots out
          into the hallway - Anna catches up with him.

                         

          INT. HOTEL HALLWAY

          A troubled Anna walks down the hallway with Arthur.

                         

          INT. HOTEL BALLROOM

          A dark empty ballroom, filled with tables. Anna sits in the
          dark and smokes.

                         

          INT. HOTEL ROOM

          Oliver wakes up, slowly figures out that Anna is not in bed.

                          OLIVER
           Anna?

                         

          INT. HOTEL HALLWAY

          Oliver, now in clothes, sleepily looks for Anna.

           10/29/07 66.

                         

                         

                         

                         

          INT. HOTEL BALLROOM

          Oliver enters the ballroom, Arthur trots to him. He see's
          Anna across the room - full of heavy feelings. He sits by
          her.

                          ANNA
           I couldn't sleep, I wanted to walk
           around...
          Oliver's petting Arthur. He's confused and hurt.

                          ANNA
           You've lost so much. What if I
           can't make up for that?

                          OLIVER
           If this is too much, then we should
           just stop.
          Oliver gets up and starts to leave, Anna's surprised. She
          catches up with him puts her arms around him from behind.

                          ANNA
           Wait, wait.
          She forces him to stay there.

                          ANNA
           I don't want to stop.
          They hold this pose in silence for a beat, then,
          surprisingly, he hoists her over his shoulder, and carries
          her back to their room. She laughs, they've made it past this
          trouble.

          CUT TO PAST

                         

          EXT. LARGE PARKING LOT - DUSK

          Andy shouts...

                          ANDY
           Ready?
          Andy has a set-up of large fireworks ready to go, Hal and
          twelve friends stand by, Oliver's behind.

           EVERYONE BUT OLIVER

           YES!
          Mock enthusiasm.

                          OLIVER
           No!

                          (CONTINUED)

           10/29/07 67.

                         CONTINUED:

                         
          The fireworks go off.

          BOOOM BOOOM BOOOM BOOOM
          IT IS INCREDIBLY LOUD. Big fireworks explode, the guys laugh
          and HOLLER. Hal raises his arms up in the air in celebration.

                          HAL
           Again!

                          EVERYONE

           AGAIN! AGAIN!
          As Andy lights up some more.

          BOOOM BOOOM BOOOM BOOOM
          Oliver covers his ears, he yells out...

                          OLIVER

           FFFFFUUUUCCCCKKKKKK!!!!!!!!
          He's still yelling after the explosions stop.
          The guys, all sensing the insanity laugh and yell back at
          him.

                          GUYS

           FFFFFUUUUUCCCCCCKKKKKK!!!!!
          Oliver's laughing now - the noise, the absurdity. Hal and
          Oliver make eye contact. Hal yells less strongly than the
          others but trying...

                          HAL

           FFFFFFUUUUUCCCCKKKKK!!!!!
          They keep eye contact. They are bonded, happy, out of their
          normal confines. Oliver comes to Hal, yelling again.

                          OLIVER

           FFFFFUUUUUCCCCCCKKKKKK!!!!!

                          HAL

           FFFFFUUUUUCCCCCCKKKKKK!!!!!

                          OLIVER

           FFFFFUUUUUCCCCCCKKKKKK!!!!!

                          HAL

           FFFFFUUUUUCCCCCCKKKKKK!!!!!

                         
          CUT TO LATER: All the guys spread out across the parking lot
          looking for Arthur who must of fled during the explosions.

                         

                         

                          (CONTINUED)

           10/29/07 68.

                         CONTINUED:

                         

                          EVERYONE
           Arthur! Arthur... Arthur...

                         

          CUT TO PRESENT

                         

          INT. ANNA'S HOTEL ROOM MORNING

          Arthur runs towards camera chasing a tennis ball that Anna
          threw for him. He runs back and jumps onto the bed, waking
          Oliver. He's sleepy, she's happy, wants him to wake up.

                          ANNA
           Ah, you're awake! Arthur says it's
           time to get up, he says he has the
           day off.

                          OLIVER
           He talks to you too?

                          ANNA
           Yeah.

                          OLIVER
           Your English is not so perfect. And
           he said ten minutes.

                         

          INT. MOONLIGHT ROLLER RINK - NIGHT

          Hard cut Oliver and Anna roller-skating to carousel music.
          They're having a great time being terrible at it.
          Oliver and Anna join Elliott and Shauna on the side of the
          rink. Arthur is half hidden in a duffle bag at their feet.

                          OLIVER
           You okay? (to Anna) You did really
           well.

                          ELLIOTT
           Yeah, I can't believe that was your
           first time.

                          OLIVER
           (To Arthur) You watching all the
           humans going around and around.
          The manager of the rink suddenly arrives, upset.

                          MANAGER
           Excuse me. There's no dogs allowed
           in the building. You need to remove
           him from the premises please.

                         

                         

                          (CONTINUED)

           10/29/07 69.

                         CONTINUED:

                         

                          OLIVER
           If I leave him on his own, he loses
           all control.

                          MANAGER
           I'm sorry. There's no dogs allowed
           in the building.

                          OLIVER
           Yeah, but if I leave him in the
           car, he cries, he howls. I can't
           leave him in the car.

           ELLIOTT AND SHAUNA
           C'mon, it's her first time!

                          ANNA

                          (ANGRILY)
           A ca vas! C'est bon!

                          MANAGER
           I don't know what she's saying but
           I don't like it.

                          OLIVER
           She is just talking in French.
           She's saying it's OK, it is such a
           small dog.

                          MANAGER
           You need to remove the dog from the
           premises or I'm going to have to
           call the authorities.

                          OLIVER
           You're gonna call the authorities?

           ELLIOTT AND SHAUNA
           Fuck it, steal the skates, just
           leave.

                          ANNA
           Dans ce pays! On ne peut pas
           amener un chien. On peut rien
           faire. Mais c'est con...

                         

          EXT. MOONLIGHT ROLLERINK BACK DOOR - CONTINUOUS

          Oliver, Anna and Arthur make their way out the door and down
          the street in their skates.

                         

          INT. MAIN HOTEL HALLWAY

          They roll down the main lobby hallway, Arthur running behind,
          dodging people as they go.

           10/29/07 70.

                         

                         

                         

                         

          INT. UPSTAIRS HOTEL HALLWAY

          They struggle to skate down the hotel hallway, past a maid.

                          OLIVER
           Sorry, excuse us, sorry.
          They enter Anna's door.

                         

          INT. ANNA'S HOTEL ROOM - CONTINUOUS

          Oliver, Anna, Arthur enter on their skates. Still very
          playful, they skate around the big room. The phone rings.
          Anna's face falls, they both know it must be her father. She
          muster's on trying to have a good time. Oliver goes and
          unplugs the phone.

                          OLIVER
           He shouldn't do this to you.
          The phone in the next room keeps ringing. He awkwardly skates
          to it and unplugs it. He returns.

                         

                         
          Oliver skates to her concerned.

                          ANNA
           Even if we don't answer, he's still
           in here (points to her head).I go
           somewhere else, he's still here.
          Oliver can relate.

                          OLIVER
           Your leaving soon?

                          ANNA
           Yeah.

                          OLIVER
           I think you should come to my house
           and move in with me.

                          ANNA
           Would you want a strange girl like
           me?

                          OLIVER
           Yeah, a lot.
          She's very moved.

                          ANNA
           Do you cook?

                          (CONTINUED)

           10/29/07 71.

                         CONTINUED:

                         

                          OLIVER
           Yes (not so sure).
          She laughs. She almost cries as she thinks this over. She
          skates to him, puts her arms around him.

                          ANNA
           I would love that.
          They kiss.

                          OLIVER
           But now I'm going to have to kill
           you for sure now.

                          ANNA
           Why?

                          OLIVER
           Cause I'm falling in love with you.
          The sound in the room fades down, Oliver's narration fades in
          over the shot of them embracing in their skates.

           OLIVER V.O.
           Anna and I are in a relationship in

           2003.

          STILL PHOTOS OF THE SUN IN 2003, THE STARS, LIVE ACTION SHOT

          OF OLIVER AND ANNA EATING, TALKING AT NIGHT IN BED:

           OLIVER (V.O.)
           This is what the sun looks like and
           the stars. This is what it looks
           like when we eat. When we tell each
           other the stories in our heads.

          THEN STILL PHOTOS OF L.B.J., GEORGES POMPIDOU, THEN SUN IN

          1971, ANNA'S CAT, ANNA'S PARENTS IN THE 70'S, ANNA'S

          POSTCARDS OF PARIS-LONDON-BERLIN-NEW YORK CITY:

           OLIVER (V.O.)
           I was born in 1965. Anna was born
           in 1971. This is what the sun
           looked like. Her pets. Her parents.
           She left home when she was 16. She
           lived here and here and here.

          NOW STILL PHOTOS OF FOUR DIFFERENT YOUNG MEN, 3 DRAWINGS OF

                         OLIVER'S X'S:

           OLIVER(V.O.)
           She had three serious
           relationships. She left all of
           them. I had four serious
           relationships. I left them too. Or
           let them fall apart.

                         

                          (CONTINUED)

           10/29/07 72.

                         CONTINUED:

                         

          STILL PHOTOS OF W.W.2 GI'S SEEN BEFORE, AND THE PUBLIC MENS

          ROOM SEEN BEFORE. LIVE ACTION SHOT OF ANNA FEELING TROUBLED,

          LIVE ACTION SHOT OF ANNA WALKING BY THE RIVER LOOKING INTO

          CAMERA HAPPY.

           OLVIER (V.O.)
           We didn't go to this war. We didn't
           have to hide to have sex. Our god
           fortune allowed us to feel a
           sadness that our parents didn't
           have time for and a happiness that
           I never saw with them.

          NOW LIVE ACTION SHOT OF OLIVER AND ANNA TALKING AT NIGHT,

          LIVE ACTION SHOT OF OLIVER AND ANNA RUNNING BACKWARDS IN

          PRETEND SLOW MOTION. THEN ANNA'S EYES LOOKING INTO CAMERA,

          HER EAR, HER FEET, ANNA SAYING "I LOVE YOU".

           OLIVER (V.O.)
           We didn't know how we learned the
           stories in our heads but sometimes
           they stop running and I can really
           see Anna's eyes in 2003. Her ears.
           Her feet. This is what it looks
           like when she says, I love you, in

           2003.

          LIVE ACTION SHOT OF ANNA CRYING WITH OLIVER, LIVE ACTION SHOT

          OF OLIVER HUGGING HER AND ANNA SAYING SOMETHING WE CANNOT

          HEAR.

           OLIVER (V.O.)
           This is what it looks like when she
           cries. When she tells me there's
           always a new empty room waiting for
           her. They used to make her feel
           free. Now they make her feel the
           opposite of free.

                         

          INT. OLIVER'S OFFICE - DAY

          Oliver's at his desk, looking at photos of himself and his
          mother at a museum exhibit from the 70's. We see young Oliver
          and Georgia, an exhibit of stuffed animals, a quote on a
          wall. Oliver goes to his notebooks, looks through them till
          he finds a small rainbow sticker. He puts it on the table and
          thinks...

          CUT TO PAST

                         

          EXT. HAL'S DINNING ROOM

          Oliver's helping Hal take his medication, Hal deals with is
          mail.

                         

                         

                          (CONTINUED)

           10/29/07 73.

                         CONTINUED:

                         

                          OLIVER
           Next one.

                          HAL
           Lord.
          With each swallow he pings a glass with a fork. Hal opens a
          letter from a gay rights organization, he hands Oliver the
          rainbow sticker we just saw.

                          HAL (CONT'D)
           Here, that means gay pride.

                          OLIVER
           Yeah, everyone knows that, here.
          He gives Hal another pill, another reluctant difficult
          swallow, another ping.

                          HAL
           No they don't.

                          OLIVER
           Everyone knows about that Pop.

                          HAL
           Don't be ridiculous.
          Hal's hiding something, he doesn't look Oliver in the eyes
          when he asks...

                          HAL
           Did you know, about me?
          Oliver shakes his head no.

                          OLIVER
           No, I just thought you and mom
           weren't in love.

                          HAL
           We loved each other.

                          OLIVER
           But you were gay that whole time.

                          HAL
           I learned how not to be.

                          OLIVER
           For 44 years?

                          HAL
           I knew I was gay, though, at dinner
           parties I was looking at the
           husbands not the wives.

                          (MORE)

                         

                          (CONTINUED)

           10/29/07 74.

                         CONTINUED:

                          HAL (CONT'D)
           I couldn't have survived if I
           didn't know that. I just chose not
           to follow those instincts.

                          OLIVER
           What about sex? You guys had sex?

                          HAL
           She didn't think I was the greatest
           lover, but we made do. Look, I
           liked my life, the museum, our
           house, that's what I wanted.

                          OLIVER
           And mom? You wanted mom too right?
          Frustrated and angry, Oliver takes the pill tray into the
          kitchen, leaving Hal behind.

                          HAL
           Yes, stop that.

                          HAL
           She proposed to me you know.
          This draws Oliver back into the room.

                          HAL
           I said - look I love you and we're
           great buddies but you know what I
           am. And then she says, that doesn't
           matter. I'll fix that.
          Oliver's never heard this part of the story before.

                          `HAL
           I thought. Oh, God. I'll try
           anything.

          SCREEN FILLS SOLID PINK.

           OLIVER (V.O.)
           Sex.

          SCREEN FILLS SOLID RED.

           OLIVER (V.O.)
           Life.

          SOLID ORANGE.

           OLIVER (V.O.)
           Healing.

          SOLID YELLOW.

           OLIVER (V.O.)
           Sunlight.

                         

                          (CONTINUED)

           10/29/07 75.

                         CONTINUED:

                         

          GREEN.

           OLIVER (V.O.)

                          NATURE

          TURQUOISE.

           OLIVER (V.O.)
           Spirit.

          WE SEE STILL PHOTOS OF THE FIRST GAY PRIDE FLAG, THE 1977 SAN

          FRANCISCO GAY PRIDE PARADE.

           OLIVER (V.O.)
           The first Gay Pride flag was made
           in 1978 by a man named Gilbert
           Baker. He gave a meaning to each
           color.

          NOW STILLS PHOTOS OF CARTER, A LEGO FIGURE, SUPERMAN, PETS:

           OLIVER (V.O.) (CONT'D)
           This man was President. This was
           invented, this is what movies
           looked like. Pets.

          HISTORICAL FOOTAGE OF HARVEY MILK'S BODY BEING CARRIED AWAY

          ON A STRETCHER.

           OLIVER (V.O.) (CONT'D)
           On November 27th, 1978. Harvey Milk
           was shot and killed.

          STILL PHOTOS OF THE MUSEUM EXHIBIT OF STUFFED ANIMALS.

           OLIVER (V.O.) (CONT'D)
           One week later, my father opened
           his annual Museum Christmas
           Exhibit. He collected stuffed
           animals from people in the
           community, and put them on display.
           My father printed a quote from The
           Velveteen Rabbit in large type on
           the wall...

          NOW A STILL PHOTO OF THE QUOTE ON THE WALL OF THE MUSEUM.

           OLIVER V.O.
           ...`The stuffed rabbit asked - What
           is real? And the Horse said, "Real
           isn't how you're made. It's a thing
           that happens to you. When a child
           loves you for a long long time not
           just to play with, but really loves
           then you become real...

                         

                         

                         

                          (CONTINUED)

           10/29/07 76.

                         CONTINUED:

                         

          NOW WE SEE HISTORICAL FOOTAGE OF GAY MEN BEING LOADED INTO

          PATTY WAGONS BY THE VICE SQUAD IN THE 1950'S:

           OLVIER (V.O.)
           ...And the rabbit asked, 'Does it
           hurt?' And the horse said,
           'Sometimes.' 'Does it happen all at
           once like being wound up, or bit by
           bit?'...

          THEN HISTORICAL FOOTAGE OF CASTRO STREET DURING THE 1977 GAY

                         RIGHTS PARADE:

           OLIVER (V.O.)
           ...'It takes a long time. That's
           why it doesn't happen to people who
           break easily...

                         

          INT. HAL'S LIVING ROOM

          Oliver enters to find Hal and Andy dancing humorously to loud
          opera music. Hal dances free, without restraint, full of
          life.

           OLIVER (V.O.)
           ...Generally by the time you are
           real, most of your hair has been
           loved off, and your eyes drop out
           and you get loose in the joints.
           But these things don't matter at
           all because you are real and you
           can't be ugly, except to people who
           don't understand.'"
          The music blares as Arthur greets Oliver. Hal comes to
          Oliver, Andy continues to dance.

                          HAL
           Andy's moving in.

                          OLIVER
           Yeah? Is that a good idea?
          Hal hugs Oliver.

                          HAL
           Just be happy about it.
          Oliver can't just be happy about it.

          CUT TO PRESENT

           10/29/07 77.

                         

                         

                         

                         

          INT. OLIVER'S OFFICE

          HARD CUT TO: Oliver's design for The Sads tacked on his wall -
          a clumsy drawing of a man and a woman with the caption:
          "First couple too in love to feel sad."
          Reveal a Sads band member looking at the design in disbelief.
          The rest of the band looks at Oliver's wall of designs -
          there are no portraits of them. We cut into the meeting mid
          melt-down.

                          OLIVER
           This is the idea, is that it's the
           history of sadness.
          Oliver spreads out an impossible long CD panel design.

                          OLIVER
           Here, this could be your...
          The panels go on and on.

                          OLIVER
           Your gonna need a big CD box.
          JUMP CUT: Later, Oliver's still trying to talk the band into
          his idea.
           Four billion years ago, Earth
           begins. And the idea is that
           sadness has not been created yet.
          JUMP CUT: Oliver and the RECORD COMPANY REP now alone.

                          OLIVER
           I'm sorry.

           RECORD COMPANY REP
           I'm sorry too.
          They shake hands and she leaves.
          JUMP CUT: Oliver's now alone with Arthur in his lap.

                          OLIVER
           Well, that went well.

                          ARTHUR SUBTITLE
           Are we married yet?

                         

          EXT. OLIVER'S HOUSE

          Oliver's car stands in front of his house. He gets Anna's
          suitcase out of his car.

                          (CONTINUED)

           10/29/07 78.

                         CONTINUED:

                         

                          OLIVER
           Come on Arthur.

                         

          INT. OLIVER'S FRONT DOOR

          They enter his house, it's her first time there. She's
          nervous, but tries to get over it.

                          OLIVER
           This is the living room.
          He leads her into the dining room.

                          OLIVER
           Dining room.
          Oliver points to a photo of his parents when they were in
          their 50's.

                          OLIVER
           There are my parents. My mom. Hal,
           Georgia, this is Anna - Anna - Hal,
           Georgia.
          Anna's overwhelmed feeling increases, she continues to try to
          roll with it.

                         

                          ANNA
           Hello.

                         

          INT. OLIVER'S STAIRWELL

          Oliver continues his tour, leading her up the stairs to his
          room.

                          OLIVER
           These're the stairs.

                          ANNA
           Yeah?

                          OLIVER
           They go up.

                         

          INT. OLIVER'S BEDROOM

          They enter, Anna's churning, he shows her some drawers in his
          dresser that he emptied out.

                          OLIVER
           I emptied these for you. I'll get
           your case.

                         

                          (CONTINUED)

           10/29/07 79.

                         CONTINUED:

                         
          Anna looks around, not able to deal with the intimacy,
          stability and generosity.

                          OLIVER
           Are you okay?
          She want's to be, she hides it all by initiating sex with
          him, physical and fast.

                         

          INT. OLIVER'S BEDROOM - NIGHT (LATER)

          They sleep.

                         

          INT. OLIVER'S BEDROOM - DAWN

          Oliver wakes up, he figures out he's alone again. Feelings he
          was trying to overlook come to the surface now.

                         

          INT. OLIVER'S LIVING ROOM - MORNING

          Oliver comes into the living room finds Anna on the couch.
          Feelings of hurt and mistrust well up in him.
          Nervous at Oliver's look, feeling in trouble, she tries to
          reconnect.

                          ANNA
           You OK?

                          OLIVER
           Are you?

                          ANNE
           I couldn't sleep, I didn't want to
           bug you.
          Oliver can't overcome his mistrust of her and the whole
          situation. She tries to defend herself, honest and
          vulnerable.

                          ANNA
           I was nervous, and excited. I kept
           thinking, maybe I'm not so lost.

                          OLIVER
           Why were you crying yesterday?
          They're miles apart.

                         

          INT. OLIVER'S OFFICE - DAY

          Oliver deep in thought, something building in him...

                         

                          (CONTINUED)

           10/29/07 80.

                         CONTINUED:

                         

          CUT TO PAST
          REPEAT MEMORY: Young Oliver watches his mother and father go
          through the motions of kissing.

          CUT TO PRESENT

                         

          EXT. OLIVER'S HOUSE- NIGHT

          Oliver and Arthur stand outside his house at night.

                         

          INT. OLIVER'S BEDROOM

          Oliver notices Anna's drawers are still empty.

                         

          INT. OLIVER'S DINING ROOM

          They eat, their connection is broken. Oliver is moody and
          distant.

                          ANNA
           You okay?

                          OLIVER
           Yeah.

                         

                         

                          CUT TO:

                         

          INT. OLIVER'S KITCHEN ROOM - MORNING

          Oliver alone in the kitchen, brooding. Anna enters in her
          Kimono.

                          ANNA
           You seem so unhappy with me.

                          OLIVER
           Well are you happy here?

                          ANNA
           Maybe I'm not perfect at it. I
           don't really know what I'm doing...
           but I want to be here.
          He's silent, distant, confused. She's hurt by his silence and
          mistrust and leaves.

           10/29/07 81.

                         

                         

                         

                         

          INT. OLIVER'S BEDROOM

          WE SEE BUT DON'T HEAR: Oliver and Anna talking/arguing
          through a series of jump cuts. The sound comes back for the
          last line.

                          OLIVER
           I don't know Anna. I don't think
           this is what I am supposed to feel
           like.
          Anna looks crushed and surprised.

                          ANNA
           Okay. I will go back to New York
           then.
          She gets up to go.

                         

          EXT. OLIVER'S HOUSE DAY

          A cab is picking her up, Anna looks back up at Oliver's
          house, hoping something will happen, nothing does, she puts
          her suitcase in the trunk and gets in.

                         

          INT. OLIVER'S LIVING ROOM DAY

          Oliver paces by his door. He rests his head against the door,
          lost in a confused sadness, we cant tell he's crying.

          CUT TO PAST

                         

          INT. HOSPITAL HALLWAY - DAY

          Oliver's POV as he pushes Hal's wheelchair down a cold
          hospital hallway.

                         

          INT. DOCTORS' OFFICE - DAY

          Inside a small doctor's office, Hal, Oliver and Dr. Long have
          a meeting.

           DR. LONG
           Hal, you don't need to come in for
           any more treatments.
          Stoic and irreverent, Hal feigns surprise.

                          HAL
           Have I done something wrong?

                         

                         

                          (CONTINUED)

           10/29/07 82.

                         CONTINUED:

                         

           DR. FLASTER
           It's best that you stay home.
           Hospice can help you more now, any
           more treatments would just -- cause
           more pain.

                          HAL
           I see.

           DR. LONG
           I'm sorry, I wish we could do more.

                          HAL
           You did an excellent job Dr. Long.
           Thank you... for... For coming to
           the party.
          Oliver's devastated.

                         

          INT. HAL'S HOME - DAY - LATER

          JUMP CUTS: From Hal and Oliver's POV we jump through time as
          two men deliver and set up a hospital bed in Hal's living
          room. And the nurse puts sheets and a blanket on the bed.

                         

          EXT. HAL'S STREET - DAY

          Oliver wheels Hal's chair in outside the house, taking him to
          see a view of the canyons. Hal's face reveals he's finally
          stopped denying the end is near.

                         

          INT. HAL'S HOUSE - NIGHT

          Oliver and Hal sit side by side in his new hospital bed, it's
          dark and quite and Oliver has his hand in Hal's.

                          HAL
           You always wanted to hold my hand
           when you were little. I couldn't,
           you know. I was afraid it would
           look funny. I wanted to be close,
           you know and my father certainly
           was never close with me. God, I
           hope I wasn't like that.

                          OLIVER
           I can barely remember you from when
           I was little.

                          HAL
           I guess I was at work.

          CUT TO PAST

           10/29/07 83.

                         

                         

                         

                         

          INT. MUSEUM OPENING 1978

          Young Oliver walks behind Georgia as she meanders through the
          crowd, feeling alone. She turns and finds Oliver on her tail.
          A fancy woman is talking pretentiously about a painting.
          Georgia's critical and amused, she sidles up to the woman and
          gently places her head on the woman's shoulder.

                          FANCY WOMAN
           Oh!
          Georgia smiles at her, casually unnerving. Oliver pulls her
          away.

                          OLIVER
           Let's go home.
          CUT TO: Oliver and Georgia heading away through the gallery.

                          GEORGIA
           What about your father? What will
           he possibly do without us?

                         

          INT. MUSEUM HALLWAY

          As they're making their way out of the museum an formal older
          lady stops them.

                          OLDER WOMAN
           Georgia? You leaving?

                          GEORGIA
           Yes Mary, it's an emergency,
           Oliver's appendix has ruptured.

                          OLDER WOMAN
           Oh dear.
          They look at Oliver who's mortified.

                          GEORGIA
           He's a very composed child.

                          OLIVER
           Let's go.
          Oliver pulls her away before she starts any more trouble.

                         

          EXT. STREET/INT. GEORGIA'S CAR

          Georgia's in drivers seat, they're at a stoplight.

                          GEORGIA

                         

                          (CONTINUED)

           10/29/07 84.

                         CONTINUED:

                         
          Oliver points left and she turns...

                          GEORGIA
           Aha. The infamous left.
          Up a new street, they arrive at the next stop.

                          GEORGIA
           And?
          Oliver points left.

                          GEORGIA
           Left again. Going in circles. I
           like it.
          Irreverent but heavy, they drive on.

                         

          INT. OLIVER'S CHILDHOOD HOME

          Oliver and Georgia enter. She heads down the hallway to her
          room, Young Oliver follows behind. She walks down the hallway
          to her bedroom, enters and closes the door.

          CUT TO PRESENT

                         

          INT. OLIVER'S HOUSE - NIGHT

          Oliver lies on his bed in the half darkness. He's been there
          a while, Arthur staring at him.

          CUT TO PAST

          INT. ANNA'S HOTEL

          Oliver remembers Anna on her hotel bed the night they met,
          messing up his hair, kissing for the first time.

          BACK TO PRESENT

                         

          INT. OLIVER'S BEDROOM

          Oliver feeling the most lost, can't help but look at Arthur
          who's staring him down.

                          ARTHUR SUBTITLE
           We knew it wouldn't work even
           before we met her.
          Oliver get's this more than ever. Something changes inside of
          him, he picks up his cel phone and dials.

                          ANNA

                         

                          (CONTINUED)

           10/29/07 85.

                         CONTINUED:

                         

                          OLIVER
           Anna? Where where you?

                         

          EXT. ELLIOTT'S HOUSE - DAY

          Oliver arrives with Arthur in a hurry.

                         

          EXT. ELLIOTT'S DOOR - DAY

          Oliver hands Arthur, a dog bed, and a bag of dog food to
          Elliott.

                          OLIVER
           Hey.

                          ELLIOTT
           Hey.

                          OLIVER

                          (TO ARTHUR)
           You're going to take care of
           Elliott. I'll be back in a couple
           of days.

                          (TO ELLIOT)
           Good luck.

                          ELLIOTT
           Alright.

                          OLIVER
           Okay? Thanks.
          Elliott closes the door. Oliver heads back to his car and
          Arthur's howling begins. It's an incredibly sad and desperate
          howl. Oliver gets to his car, the howling doesn't stop,
          Oliver can't ignore it. Oliver get's out of the car, heads
          back to house to get Arthur.

                         

          EXT. OLIVER'S CAR - DAY

          Oliver and Arthur drive up to a new house. Oliver looks at
          Arthur with guilt.

                         

          EXT. ANDY'S BACKYARD - DAY (CONTINUOUS)

          Oliver watches Andy cry as Arthur licks him all over.

                          ANDY
           He remembers me.
          It's true, Oliver's surprised.

           10/29/07 86.

                         

                         

                         

                         

          EXT. ANDY'S HOUSE - DAY (CONTINUOUS)

          Andy closes the door, Oliver walks the first ten feet, to his
          surprise, silence. He walks to the edge of the yard, silence.
          He tentatively gets into his car, silence. He drives away.

                         

          INT. TAXI CAB - NEW YORK - DAWN

          Oliver sees the Manhattan skyline as they cross the bridge
          into Manhattan.

                         

          EXT. 2ND AVENUE - CONTINUOUS

          Oliver crosses the cold New York avenue.

                         

          EXT. AVENUE B AND 10TH ST. - CONTINUOUS

          Oliver passes a bodega with flowers - he pauses.

                         

          EXT. ANNA'S STREET - CONTINUOUS

          Oliver now with a bouquet of flowers in his hand, looking for
          the right number, finds her building. On his way to the door,
          he has doubts about the flowers, he decides to throw them
          away.
          Oliver rings her buzzer, no answers, a stranger leaves the
          building and he catches the door before it close, he enters.

                         

          INT. ANNA'S DOOR

          Oliver makes it to her door, he knocks, there's no answer. He
          pulls out his phone and calls her.

          INTERCUT BETWEEN THEM:

           ANNA (V.O.)
           Hey.

                          OLIVER
           Hey. Look I'm so sorry... But I'm,
           I'm at your front door. I'm in New
           York.
          Anna, still in bed, sits up and feels something.

           ANNA (V.O.)
           I'm in Los Angeles.
          Oliver's flabbergasted she's not behind the door.

                         

                          (CONTINUED)

           10/29/07 87.

                         CONTINUED:

                         

                          OLIVER
           You, you're in LA?
          Anna laughs, but is touched.

                          OLIVER (CONT'D)
           You said you were coming here?!

                          ANNA
           Yeah, but I didn't leave.

                          OLIVER
           Fuck. I'm in your building.
          Anna laughs.

           ANNA (V.O.)
           Okay. See the window? Near the
           radiator?
          Oliver looks around and sees the radiator - goes to look.

                          ANNA
           There is a hide-a-key behind it.

                         

          INT. ANNA'S APARTMENT.

          The door opens, Oliver tentatively enters the empty room.
          The apartment is very spare, barely lived in. A lone couch,
          clothes on a rack, a few personal photos taped to the wall.

                          OLIVER
           Okay, I'm inside. Wow, there's like
           nothing here.

                          ANNA
           No.
          Oliver moves forward into the kitchen.

           ANNA (V.O.)
           This is my kitchen. It's where I
           eat.
          Oliver follows her tour, while she's not there, it's
          strangely intimate.

           ANNA (V.O.)
           This is my bathroom. It's very
           fancy.
          The bare, poor bathroom is not fancy.

           ANNA (V.O.)
           Outside my window...

                         

                          (CONTINUED)

           10/29/07 88.

                         CONTINUED:

                         
          Oliver walks and looks out her window.

           ANNA (V.O.)
           ... That's my neighbor's roof. The
           room at the end is my bedroom...

                         

          INT. ANNA'S BEDROOM

          Oliver enters her bedroom.

           ANNA (V.O.)
           That's my closet. Those are my
           clothes and my pictures.
          There is a single rack holding up some clothes. Her pictures
          are taped to the wall. Oliver sits on her bed.

                          ANNA
           Why do you leave everyone? Why did
           you let me go?
          Oliver thinks for a moment.

          CUT TO PAST

                         

          INT. OLIVER'S CHILDHOOD HOME - NIGHT

          REPEAT MEMORY: Oliver watches his mother walk down the
          hallway, very alone, and enter her bedroom - it feels like
          some gesture of hopelessness.

          WE HEAR OLIVER'S ANSWER OVER THIS IMAGE:

           OLIVER (V.O.)
           Maybe because I, I don't really
           believe that it's gonna work. And
           then I make sure it doesn't work.

          CUT TO PAST

                         

          INT. HAL'S LIVING-ROOM - DAY

          Hal lies in the hospital bed set up in his living room.
          JUAN, a young handsome and probably gay hospice nurse is
          gently helping him take his morphine. Hal looks at Juan with
          love and affection. Oliver watches from the kitchen door.

                          HAL
           Isn't Juan's hair wonderful.

                          JUAN
           Thanks. I use this great mousse.

                         

                         

                          (CONTINUED)

           10/29/07 89.

                         CONTINUED:

                         

                          HAL
           Well it's terrific.

                          JUAN
           Do you wanna try some?
          Hal turns shy and young.

                          HAL
           Oh, no.

                          JUAN
           Just a little bit?

                          HAL
           I don't think so.

                          JUAN
           Come on. Just try a little bit.
           It'll be fun.

                          HAL

                          (LAUGHS)
           Yeah?

                          JUAN
           Yeah.

                          HAL
           How do you do it?

                          JUAN
           Okay, I'm going to show you how.
          Juan steps away and grabs his mousse, puts a little in his
          hand and sits back down on Hal's bed. He begins to spread
          it gently through wisps of Hal's white hair. Oliver watches
          Hal close his eyes, and deeply enjoy this simple affection
          and camaraderie with another gay man.

                          JUAN
           There.

                          HAL
           Is that it?
          Hal looks into camera which is Oliver's POV.

                          HAL
           How do I look?
          Oliver's filled with love, happiness, regret.

                          OLIVER
           Great. You look great.

          CUT TO PRESENT

           10/29/07 90.

                         

                         

                         

                         

          INT. ANNA'S BEDROOM

          Oliver's still on her bed, his heart and mind is somewhere
          else.

          CUT TO PAST

                         

          INT. HAL'S LIVING ROOM - DAY

          Hal's unconscious on his hospital bed. Some of Hal's friends
          gather around his hospital bed as Hal's gay priest gives him
          his Last Rites - Oliver and Juan watch in disbelief in the
          background.

                         

          INT. HAL'S KITCHEN - LATER

          Oliver's alone in the kitchen, his head on the table -
          asleep. Juan walks to him and wakes him.

                          JUAN
           Oliver. He's gone.
          Oliver gets up. He can now see to the hospital bed, Hal's
          lifeless profile. Oliver is lost.
          Oliver goes to Hal, puts his head on his chest and cries.

          CUT TO NARRATED SEQUENCE

          CUT TO BLACK

           OLIVER (V.O.)
           Once you make the call, you have
           less than an hour before two men
           come and place the body into a bag.

          WE SEE STILL PHOTO OF A CHECK TO THE NEPTUNE SOCIETY, A JAR

          OF PEANUT BUTTER, A METAL ASH CONTAINER.

                         

                         

                         

                         

           OLVIER (V.O.)
           They charge 1485 Dollars for
           cremation and deliver the remains
           in a small metal container, the
           size of a jar of peanut butter. You
           will need to get a death
           certificate.

          NOW HAL'S DEATH CERTIFICATE, CREDIT CARDS, PHONE BILLS,

          INSURANCE STATEMENTS, MORTGAGE STATEMENT, TAX FORM

                          (CONTINUED)

           10/29/07 91.

                         CONTINUED:

                         

           OLIVER (V.O.)
           You will need to make copies and
           send them to cancel every credit
           card, phone account, utility, gym
           membership, every insurance policy,
           mortgage, to settle their taxes.

          A FAST SEQUENCE OF STILLS OF HAL'S MAIL PILING UP, THEN LIVE

          ACTION SHOT OF A HAND WRITING THE OBITUARY. STILL PHOTO OF A

          TRASH BAG, HAL'S PURPLE SWEATER.

           OLIVER (V.O.)
           You will have all their mail
           forwarded to your address. You will
           write their obituary. You run it
           with a photo in the paper for two
           dollars a word. You will wonder if
           it's right. You'll throw a lot of
           their stuff away. You'll bring a
           lot of their stuff to your house.
           This is the photo my mother kept in
           her bedroom.

          A STILL PHOTO OF DOROTHEA LANGE'S FRAMED DAISY PHOTOGRAPH.

          THEN, MULTIPLE VERSIONS OF THE PHOTO WITH DIFFERENT HANDS AND

          DIFFERENT CONFIGURATIONS OF DAISIES FLASHES BY.

           OLIVER (V.O.)
           When I was a kid I thought that was
           my arm giving her daisies. Now I
           make a new mistake and think it's
           her arm giving me the daisies,
           saying, here, here's simple and
           happy. That's what I meant to give
           you.

                         

          EXT. ANDY'S HOUSE - DAY

          Oliver arrives at Andy's door. Andy answers, Arthur's jumps
          up to see Oliver.

                          OLIVER
           Hey.

                          ANDY
           Hey.

                          OLIVER
           Arthur...
          Oliver picks him up, he gets all of Arthur's stuff, he's a
          little cold to Andy.

                          OLIVER
           Thank you... Thanks.

                         

                         

                          (CONTINUED)

           10/29/07 92.

                         CONTINUED:

                         

                          ANDY
           It's cause I'm gay, isn't it?
          Oliver stops and looks back.

                          OLIVER
           What?

                          ANDY
           You never called or came to see me?
          Oliver falters, not know how to say it, then...

                          OLIVER
           No. No, it's because my father
           loved you so much.
          This hits Andy hard. Oliver turns to leave but can't. He
          turns back, goes to Andy and they hug.

                         

          INT. OLIVER'S BEDROOM

          Oliver and Arthur arrive, happy and relieved, Oliver jumps on
          his bed and Arthur follows.

                          OLIVER
           Arthur... hey. Hey, how've you
           been?

                         

          INT. OLIVER'S HOUSE - LIVING ROOM

          Oliver opens the front door to Anna.

                          OLIVER
           Hey.
          She's a bit tentative, but she's here and happy.

                          ANNA
           Hey.

                          OLIVER
           Come in, come in.
          Arthur runs up and Anna bends down to greet him. They missed
          each other.
          Anna walks in and Oliver follows.

                          ANNA
           The living room.
          She heads to the dinning room.

                         

                         

                          (CONTINUED)

           10/29/07 93.

                         CONTINUED:

                         

                          ANNA
           Dining room...
          Oliver laughs nervously. In the dining room, Hal's old boxes
          are still stacked along the walls. Oliver leans forward and
          pulls something out of a box.
          She looks at a personal ad application, with the picture of
          Hal in the open jean jacket we saw at the beginning of the
          film.

                          ANNA
           Oh. Crazy picture...

                          OLIVER
           Yeah.

                          ANNA
           Can I read it?

                          OLIVER
           Sure.

                          ANNA
           I'm looking for sex with the hope
           it turns into friendship or a
           relationship. But I don't insist
           on monogamy.

          CUT TO PAST

                         

                         VARIOUS LOCATIONS
          We see REPEAT SHOTS of Hal, and in every shot he's looking at
          camera. Hal telling Oliver he's gay, Hal napping with Andy
          and waving at Oliver, Hal after Juan put in his hair mousse
          looking at Oliver, Hal showing Oliver his radiation tatoo...

           ANNA (V.O.)
           I'm an old senior guy, 78, but I'm
           attractive and horny. I'm an art
           historian, now retired.
          MORE REPEAT SHOTS: Hal with Andy at the L.A. Pride picnic,
          Hal playing with Arthur on his couch.

           ANNA (V.O.)
           And in addition to art, I like
           houses, gardens, parties, and
           walking with my Jack Russell.
           I'm 5'11", 160 pounds. I'm trim,
           gray hair, blue eyes, hairy cheest.

          CUT BACK TO THE PRESENT

                         

                         

                         

                          (CONTINUED)

           10/29/07 94.

                         CONTINUED:

                         

                          OLIVER
           Chest...

                          ANNA

                          (LAUGHS)
           Chest? I like giving and, and
           what?
          Oliver finishes reading for her.

                          OLIVER
           I like giving and getting rubdowns
           and then going into mutual soft
           stuff.
          They both smile.

                          ANNA
           I have a nice house with food,
           drinks, friends and me. If you
           are willing to try an older guy,
           let's meet and see what happens.
          She looks at the photo again.

                          ANNA
           He didn't give up.
          They look at each other, more vulnerable and willing than
          we've seen them.

                         

          INT. OLIVER'S HALLWAY

          Anna walks down the hallway, Oliver follows her.

                         

          INT. OLIVER'S BEDROOM

          Anna and Oliver sit side by side on his bed.

                          OLIVER
           What happens now?

                          ANNA
           I don't know.

                          OLIVER
           How does that work?
          They look at each other, they smile.

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