"BIG FISH"

                                        Written by

                                       John August

                                  Based on the novel by

                                      Daniel Wallace

                                  Final Production Draft

                

               This is a Southern story, full of lies and fabrications, but 
               truer for their inclusion. 

               FADE IN:

               A RIVER.

               We're underwater, watching a fat catfish swim along.

               This is The Beast.

                                     EDWARD (V.O.)
                         There are some fish that cannot be 
                         caught. It's not that they're faster 
                         or stronger than other fish. They're 
                         just touched by something extra. 
                         Call it luck. Call it grace. One 
                         such fish was The Beast.

               The Beast's journey takes it past a dangling fish hook, baited 
               with worms. Past a tempting lure, sparkling in the sun. Past 
               a swiping bear claw. The Beast isn't worried.

                                     EDWARD (V.O.)
                         By the time I was born, he was already 
                         a legend. He'd taken more hundred-
                         dollar lures than any fish in Alabama. 
                         Some said that fish was the ghost of 
                         Henry Walls, a thief who'd drowned 
                         in that river 60 years before. Others 
                         claimed he was a lesser dinosaur, 
                         left over from the Cretaceous period.

               INT. WILL'S BEDROOM - NIGHT (1973)

               WILL BLOOM, AGE 3, listens wide-eyed as his father EDWARD 
               BLOOM, 40's and handsome, tells the story. In every gesture, 
               Edward is bigger than life, describing each detail with 
               absolute conviction.

                                     EDWARD
                         I didn't put any stock into such 
                         speculation or superstition. All I 
                         knew was I'd been trying to catch 
                         that fish since I was a boy no bigger 
                         than you.
                              (closer)
                         And on the day you were born, that 
                         was the day I finally caught him.

               EXT. CAMPFIRE - NIGHT (1977)

               A few years later, and Will sits with the other INDIAN GUIDES 
               as Edward continues telling the story to the tribe.

                                     EDWARD
                         Now, I'd tried everything on it: 
                         worms, lures, peanut butter, peanut 
                         butter-and-cheese. But on that day I 
                         had a revelation: if that fish was 
                         the ghost of a thief, the usual bait 
                         wasn't going to work. I would have 
                         to use something he truly desired.

               Edward points to his wedding band, glinting in the firelight.

                                     LITTLE BRAVE
                              (confused)
                         Your finger?

               Edward slips his ring off.

                                     EDWARD
                         Gold.

               While the other boys are rapt with attention, Will looks 
               bored. He's heard this story before.

                                     EDWARD
                         I tied my ring to the strongest line 
                         they made -- strong enough to hold 
                         up a bridge, they said, if just for 
                         a few minutes -- and I cast upriver.

               INT. BLOOM FRONT HALL - NIGHT (1987)

               Edward is chatting up Will's pretty DATE to the homecoming 
               dance. She is enjoying the story, but also the force of 
               Edward's charisma. He's hypnotizing.

                                     EDWARD (CONT'D)
                         The Beast jumped up and grabbed it 
                         before the ring even hit the water. 
                         And just as fast, he snapped clean 
                         through that line.

               WILL, now 17 with braces, is fuming and ready to leave. His 
               mother SANDRA -- from whom he gets his good looks and 
               practicality -- stands with him at the door.

                                     EDWARD
                         You can see my predicament. My wedding 
                         ring, the symbol of fidelity to my 
                         wife, soon to be the mother of my 
                         child, was now lost in the gut of an 
                         uncatchable fish.

               ON WILL AND SANDRA

                                     WILL
                              (low but insistent)
                         Make him stop.

               His mother pats him sympathetically, then adjusts his tie.

                                     WILL'S DATE
                         What did you do?

                                     EDWARD
                         I followed that fish up-river and 
                         down-river for three days and three 
                         nights, until I finally had him boxed 
                         in.

               Will regards his father with exasperated contempt.

                                     EDWARD
                         With these two hands, I reached in 
                         and snatched that fish out of the 
                         river. I looked him straight in the 
                         eye. And I made a remarkable 
                         discovery.

               INT. TINY PARIS RESTAURANT (LA RUE 14°) - NIGHT (1998)

               WILL, now 28, sits with his gorgeous bride JOSEPHINE. This 
               is their wedding reception, crowded with their friends and 
               family. They should be joyful, but Will is furious.

               Edward has the floor, ostensibly for a toast. The room is 
               cozy and drunk.

                                     EDWARD
                         This fish, the Beast. The whole time 
                         we were calling it a him, when in 
                         fact it was a her. It was fat with 
                         eggs, and was going to lay them any 
                         day.

               Over near the doorway, we spot Sandra, just returned from 
               the restrooms. She looks gorgeous. She couldn't be any happier 
               if this were her own wedding.

                                     EDWARD
                         Now, I was in a situation. I could 
                         gut that fish and get my ring back, 
                         but doing so I would be killing the 
                         smartest catfish in the Ashton River, 
                         soon to be mother of a hundred others.

               Will can't take any more. Josephine tries to hold him back, 
               but he gets up and leaves. Edward doesn't even notice.

                                     EDWARD
                         Did I want to deprive my soon-to-be-
                         born son the chance to catch a fish 
                         like this of his own? This lady fish 
                         and I, well, we had the same destiny.

               As he leaves, Will mutters in perfect unison with his father --

                                     EDWARD AND WILL
                         We were part of the same equation.

               Will reaches the door, where his mother intercepts him.

                                     SANDRA
                         Honey, it's still your night.

               Will can't articulate his anger. He just leaves.

                                     EDWARD
                         Now, you may well ask, since this 
                         lady fish wasn't the ghost of a thief, 
                         why did it strike so quick on gold 
                         when nothing else would attract it?
                              (closer; he holds up 
                              his ring)
                         That was the lesson I learned that 
                         day, the day my son was born.

               He focuses his words on Sandra. This story is -- and has 
               always been -- about her more than anyone.

                                     EDWARD
                         Sometimes, the only way to catch an 
                         uncatchable woman is to offer her a 
                         wedding ring.

               A LAUGH from the crowd.

               Edward motions for Sandra to get up here with him. As she 
               crosses, we can see that thirty years of marriage has not 
               lessened their affection for each other.

               As they kiss, Edward tweaks her chin a special little way.

               The crowd APPLAUDS.

               Edward toasts the happy couple. Josephine covers well for 
               her absent husband, a smile as warm as summer.

               Edward downs his champagne in a gulp.

               EXT. OUTSIDE LA RUE 14° - NIGHT

               We come into the middle of an argument on the sidewalk. 
               Occasional PASSERSBY take notice, especially as it gets more 
               heated. Both men are a little drunk.

                                     EDWARD
                         What, a father's not allowed to talk 
                         about his son?

                                     WILL
                              (disbelieving)
                         I am a footnote in that story. I am 
                         the context for your great adventure. 
                         Which never happened! Incidentally! 
                         You were selling novelty products in 
                         Wichita the day I was born.

                                     EDWARD
                              (shaking his head)
                         Jesus Christ.

                                     WILL
                         Friend of yours? Did you help him 
                         out of a bind?

                                     EDWARD
                         Come on, Will. Everyone likes that 
                         story.

                                     WILL
                         No Dad, they don't. I do not like 
                         the story. Not anymore, not after a 
                         thousand times. I know all the 
                         punchlines, Dad. I can tell them as 
                         well as you can.
                              (closer)
                         For one night, one night in your 
                         entire life, the universe does not 
                         revolve around Edward Bloom. It 
                         revolves around me and my wife. How 
                         can you not understand that?

               A long beat, then...

                                     EDWARD
                              (low)
                         Sorry to embarrass you.

               Will won't let him get the last word.

                                     WILL
                         You're embarrassing yourself, Dad. 
                         You just don't see it.

               ANGLE ON Edward. Fine. A hand to wave, enough of you.

               He walks away.

               ANGLE ON Will, still fuming with righteous anger. It's then 
               we FREEZE FRAME.

                                     WILL (V.O.)
                         After that night, I didn't speak to 
                         my father again for three years.

               INT. A.P. NEWSROOM (PARIS) - DAY

               A typically busy day. On hold with the phone cradled under 
               an ear, Will sorts through a bundle of mail dropped on his 
               desk.

                                     WILL (ON PHONE)
                              (without pauses)
                         William Bloom with the Associated 
                         Press if I could just...

               He's put back on hold. Returning to the mail, he finds a 
               hand-addressed envelope. Rips it open.

                                     WILL (V.O.)
                         We communicated indirectly I guess. 
                         In her letters and Christmas cards, 
                         my mother would write for both of 
                         them.

               INT. BLOOM HOUSE KITCHEN - DAY

               At the table, Sandra talks on the phone while Edward fixes a 
               sandwich.

                                     WILL (V.O.)
                         When I'd call, Mom would say that 
                         Dad was out driving. Or swimming in 
                         the pool.

               Edward takes a seat, starting to eat his sandwich.

                                     WILL
                         True to form, we never talked about 
                         our not talking.

               INT. BLOOM HOUSE MASTER BEDROOM - NIGHT

               Sandra stands by the window, watching as...

               EXT. BLOOM BACK YARD - NIGHT [CONTINUOUS]

               Edward swims laps in the family pool. He's born to the water.

                                     WILL (V.O.)
                         The truth is, I didn't see anything 
                         of myself in my father, and I don't 
                         think he saw anything of himself in 
                         me. We were like strangers who knew 
                         each other very well.

               EXT. RIVER - DAY

               Edward stares intently into the water, a lion in wait.

                                     WILL (V.O.)
                         In telling the story of my father's 
                         life, it's impossible to separate 
                         the fact from the fiction, the man 
                         from the myth. The best I can do is 
                         to tell it the way he told me.

               We LOOK DOWN at the river, where Edward's reflection is caught 
               in the dark water. As the water ripples past, something 
               changes.

               Sure enough, as we LOOK UP again, it's a younger EDWARD BLOOM, 
               20's, staring into the water. He's not just handsome, not 
               just charming. It's as if all the forces of the natural world 
               had conspired to create him.

                                     WILL (V.O.)
                         It doesn't always make sense, and 
                         most of it never happened.

               Suddenly, this Edward thrusts both hands into the water, 
               grabbing hold of

               THE BEAST.

               He brings the catfish up to his face. Looks it right in the 
               eye. A beat, then the Beast spits out Edward's gold ring.

                                     WILL (V.O.)
                         But that's what kind of story this 
                         is.

               Smiling, Edward takes the ring, then throws the Beast back 
               into the water with a splash.

               TITLE OVER:

                                         BIG FISH

               INT. HOSPITAL ROOM - DAY

               Young Dr. Bennett stands between the Wife's legs. She's 
               flustered and sweating, but the doctor has a comforting 
               bedside manner...

                                     YOUNG DR. BENNETT
                         Now, Mrs. Bloom, I'll need you to 
                         give me one good push. On three. 
                         One...

               Suddenly, we hear a POP as a slimy mass of human being rockets 
               into the doctor's unprepared hands. Bennett tries to hold 
               tight, but the infant is slippery like a fish. It shoots up 
               into air.

               The NURSES and the Husband try to grab the baby, but no one 
               can hold it. As the newborn sails upward TOWARDS CAMERA, we 
               can see a GIGGLING SMILE on its face.

               As it falls, the newborn knocks over a tray, which provides 
               it a ramp to slide right out of the room. Everyone races 
               after it.

               INT. HOSPITAL HALLWAY - DAY

               Bursting through the doors --

                                     YOUNG DR. BENNETT
                         Grab that baby!

               A NURSE finally scoops up the slippery baby. Everyone lets 
               out a collective sigh of relief.

                                     WILL (V.O.)
                         My father's birth would set the pace 
                         for his unlikely life. No longer 
                         than most men's, but larger. And as 
                         strange as his stories got, the 
                         endings were always the most 
                         surprising of all.

               INT. HALF-DARK PARIS APARTMENT - (PRESENT) DAY

               Over the sound of rain, a phone RINGS on a chair. By the 
               tone of the ring, we know we're not in the U.S. -- it has 
               that insistent European sound.

               As it keeps RINGING, we look to see the apartment is mostly 
               empty, just a few half-unpacked boxes. A cradle is still in 
               its carton.

               KEYS in the lock. LAUGHTER in the hallway. The door swings 
               open to reveal a drenched Will (29) carrying four sacks of 
               groceries, the bottoms collapsing from the rain. His wife 
               Josephine (28) pushes past him to get the phone.

                                     JOSEPHINE
                         Allo oui?

               Will begins stripping out of his wet clothes, each layer 
               unleashing a new drizzle. He plays it up, trying to get a 
               reaction out of Josephine.

                                     JOSEPHINE
                              (on phone)
                         Yes, he's here.

               She hands the phone to Will, concerned.

                                     JOSEPHINE
                         It's your mother.

               Half-stripped, Will takes the phone. This won't be good news.

                                     WILL
                              (on phone)
                         Hi. Uh-huh. Uh-huh.

               As Josephine takes off her rain coat, we see she is very, 
               very pregnant. She listens carefully to Will's side of the 
               conversation, trying to gauge how bad the news is.

                                     WILL (CONT'D)
                         What does Dr. Bennett say? Okay. No, 
                         sure, let me talk to him. I'll wait.

               He covers the mouthpiece. Looks over to Josephine.

                                     JOSEPHINE
                         It's bad.

                                     WILL
                         It's more than they thought. They're 
                         going to stop chemo.

                                     JOSEPHINE
                         You need to go.

                                     WILL
                         Probably tonight.

               A beat.

                                     JOSEPHINE
                         I'm going with you.

                                     WILL
                         You don't have to.

                                     JOSEPHINE
                              (a simple fact)
                         I'm going with you.

               INT. AIR FRANCE 747 - NIGHT

               As the plane continues boarding, a STEWARDESS recites the 
               welcome spiel in French. Will has a window seat in coach. 
               Josephine sits beside him, putting on hand lotion.

               Taking his hands, she rubs the excess into him. There's an 
               effortless intimacy between them. She can pinpoint what he's 
               feeling before he can.

               INT. 747 / FLYING - NIGHT

               Hours later, and the lights are dimmed. Most of the PASSENGERS 
               are asleep, including Josephine. Her head is propped against 
               Will's shoulder, her hands tucked under her belly.

               Will watches her sleep, brushing back her hair. A beat, then 
               he notices a BORED BOY in the next row over.

               Off the glow of the reading light, the boy is using his hands 
               to cast shadows on the seat back. The kid is pretty good, 
               making a convincing bird, a passable monkey, and finally a 
               dog.

               We PUSH IN on the silhouettes.

                                     EDWARD (O.S., PRELAP)
                         So which one's it gonna be? The Monkey 
                         in the Barn, the Dog in the Road?

               Focusing on the final shadow, we...

                                                              MATCH CUT TO:

               INT. BLOOM HOUSE - NIGHT

               ...come to find Edward making the shapes.

               Will (6) sits in his pajamas on the floor next to him. The 
               endtable lamp lies between them, its shade off to cast big 
               shadows on the wall.

                                     WILL
                         The one about the witch.

                                     EDWARD
                         Your mom says I can't tell you that 
                         one anymore. You get nightmares.

                                     WILL
                         I'm not scared.

               Edward looks around for a beat, seeing if his wife is in 
               earshot. He then leans in, complicitous.

                                     EDWARD
                         Neither was I. At first.

               Will smiles, excited to hear the forbidden story.

                                     EDWARD
                         This all happened in the swamp outside 
                         of Ashton. Kids weren't supposed to 
                         go out in the swamp, on account of 
                         the snakes and spiders and quicksand 
                         that would swallow you up before you 
                         could even scream. But there were 
                         five of us out there that night: Me, 
                         Ruthie, Wilbur Freely, and the Price 
                         Brothers, Don and Zacky.

               Edward holds up his hand, counting the names on his fingers.

                                     EDWARD
                         Not a one of us knew what was in 
                         store.

               As his hand moves past the light, we

                                                                   COME TO:

               A flashlight SWEEPS past. We are...

               EXT. FIELD AT THE SWAMP EDGE - NIGHT

               The night is WHIRRING and BREATHING, alive. The moon hangs 
               low, casting long shadows.

               Five kids walk past in silhouette. Four have flashlights on. 
               The fifth keeps tripping, crashing into YOUNG EDWARD (10).

                                     EDWARD
                         Zacky, turn your flashlight on!

                                     ZACKY
                         I don't got any batteries!

               Red-headed ZACKY PRICE is 10. His brother DON PRICE is 12, 
               and a lot bigger than the others. 

                                     DON PRICE
                         Then why'd you bring it?

                                     ZACKY
                         I don't want to be in the swamp with 
                         a witch and no flashlight.

               WILBUR FREELY, also 10, is the black asthmatic son of a 
               sharecropper. Redheaded RUTHIE MACKLIN, 8, is happy just to 
               be there.

                                     EDWARD
                         Is it true she got a glass eye?

                                     WILBUR FREELY
                         I heard she got it from Gypsies.

                                     EDWARD
                         What's a Gypsy?

                                     ZACKY
                         Your momma's a Gypsy.

                                     DON PRICE
                         Your momma's a bitch.

                                     RUTHIE
                         You shouldn't swear. There's ladies 
                         present.

                                     DON PRICE
                         Shit.

                                     ZACKY
                         Damn.

                                     WILBUR FREELY
                         Screw.

                                     EDWARD
                              (whispering)
                         Turn off your flashlights! She'll 
                         see 'em.

               MOVING UP behind the kids, we find ourselves at the gates 
               of...

               EXT. A CREEPY OLD HOUSE - NIGHT

                                     ADULT EDWARD (V.O.)
                         Now, it's common knowledge that most 
                         towns of a certain size have a witch, 
                         if only to eat misbehaving children 
                         and the occasional puppy who wanders 
                         into her yard. Witches use those 
                         bones to cast spells and curses that 
                         make the land infertile.

               We PULL BACK, and BACK, revealing more of the Gothically 
               creepy house: its broken windows, strangling vines, and eerie 
               gargoyles half-buried in the dirt. Even bats are afraid to 
               fly over it.

               In the moonlight, the house is especially sinister. Who knows 
               what is lurking in the shadows?

                                     ADULT EDWARD (V.O.)
                         Yet of the all the witches in Alabama, 
                         there was one who was the most feared. 
                         For she had one glass eye, which was 
                         said to contain mystical powers.

               We finally come to the kids, staring in through the gate.

                                     WILBUR FREELY
                         I hear if you look right at it, you 
                         can see how you're gonna die.

                                     EDWARD
                         That's bull-s-h-i-t, that is. She's 
                         not even a real witch.

                                     DON PRICE
                         You're so sure, why don't you go in 
                         and get that eye? I heard she keeps 
                         it in a box on her nighttable.

               Edward looks back at the spooky house.

                                     DON PRICE
                         Or are you too scared?

                                     EDWARD
                         I'll go in right now and get that 
                         eye.

                                     DON PRICE
                         Then do it.

                                     EDWARD
                         Fine, I will.

                                     DON PRICE
                         Fine, you do it.

                                     EDWARD
                         Fine, I'm doing it.

               He hands Zacky his flashlight, then starts climbing the gate.

                                     RUTHIE
                         Edward, don't!

                                     WILBUR FREELY
                         She'll make soap out of you!
                              (to Ruthie)
                         That's what she does, she makes soap 
                         out of people.

               Edward drops down on the far side of the gate. Truth be told, 
               Edward is scared, but he forges ahead anyway.

               Wilbur looks to Ruthie, and they're in complete agreement. 
               They get the hell out of there. Zacky would run too, but Don 
               holds him by the collar.

               EXT. APPROACHING THE HOUSE

               Edward curves around the tall bushes that hide the front 
               door. Anything could jump out of them.

               He steps on the porch. The boards SQUEAL and CREAK, but he 
               continues on. A cat SCREAMS OUT from a broken wicker rocker. 
               Catching his breath, Edward reaches the front door.

               The doorknob is ancient brass, two projections that look 
               like horns. Yet Edward extends his hand, reaching closer and 
               closer before he finally

               RINGS THE DOORBELL.

               Impossibly fast, the door opens, revealing an OLD WOMAN with 
               a patch over her left eye. She looks like she's been dead 
               for years, but too stubborn to lie down.

                                     EDWARD
                              (calm and 
                              straightforward)
                         Ma'am, my name is Edward Bloom, and 
                         there's some folks'd like to see 
                         your eye.

               EXT. BACK AT THE GATE - NIGHT

               Zacky and Don Price wait for Edward, each moment more 
               convinced he's already dead. But suddenly, he's back at the 
               gate.

                                     DON PRICE
                         You get the eye?

                                     EDWARD
                         I brought it.

                                     DON PRICE
                              (dubious)
                         Let's see it.

               The Old Woman steps out of the shadows behind Edward, flipping 
               up her eye patch. When their flashlight beam hits her left 
               eye, it shines with a hellish glow.

               We RUSH IN on Zacky, who is paralyzed by what he sees.

                                                                    CUT TO:

               EXT. FRONT PORCH OF HOUSE - DAY

               An OLD MAN -- Zacky -- stands on a wobbly stepladder, changing 
               a lightbulb. Suddenly, the ladder gives way and he falls. 
               Dead.

               EXT. AT THE GATE - NIGHT

               We RUSH IN on Don Price.

                                                                    CUT TO:

               INT. FRATERNITY HOUSE BATHROOM - DAY

               Twenty-year old Don Price falls face-forward on the tile, 
               face mushed in the grout. Very much dead.

               EXT. AT THE GATE - NIGHT

               Don and Zacky both tremble with fear. The latter has tears 
               in his eyes.

                                     ZACKY
                         I saw how I was gonna die. I was 
                         old, and I fell.

                                     DON PRICE
                         I wasn't old at all.

               The brothers suddenly bolt. Still standing next to the Old 
               Woman, Edward smiles.

               EXT. AT THE OLD WOMAN'S DOOR - NIGHT

               Edward helps her back inside. He could leave now, but 
               curiosity gets the better of him.

                                     EDWARD
                         I was thinking about death and all. 
                         About seeing how you're gonna die.

               The Old Woman turns to him slightly, still not facing him.

                                     EDWARD
                         I mean, on one hand, if dying was 
                         all you thought about, it could kind 
                         of screw you up. But it could kind 
                         of help you, couldn't it? Because 
                         you'd know that everything else you 
                         can survive.

               The Old Woman smiles a little, a crooked grin of broken teeth.

                                     EDWARD
                         I guess I'm saying, I'd like to know.

               The Old Woman turns leaning her face right in front of his. 
               And on a silent count of one, two, three -- Edward looks 
               into The Eye.

               This time we don't cut. Instead, we HOLD ON Edward as he 
               witnesses his death. He stares transfixed, perplexed and 
               amused. Whatever he sees, it's not as dire as the other boys. 
               His future has something strange in store.

                                     EDWARD
                         Huh. That's how I go?

               The Old Woman nods. Still a little overwhelmed, Edward turns 
               and leaves.

                                     ADULT EDWARD (V.O.)
                         From that moment on, I no longer 
                         feared death. And for that, I was as 
                         good as immortal.

               As Edward leaves, the door swings SHUT on its own.

                                                              MATCH CUT TO:

               INT./EXT. BLOOM HOUSE - (PRESENT) DAY

               The front door opens to reveal Will and Josephine on the 
               porch with their bags. REVERSE to Will's mother Sandra (53), 
               surprised and a little annoyed.

                                     SANDRA
                         How did you get here?

                                     WILL
                         We swam. The Atlantic, it's not that 
                         big really.

                                     SANDRA
                         Ruth McHibbon offered to pick you up 
                         at the airport.

                                     WILL
                         We rented a car.

                                     SANDRA
                              (simply)
                         You didn't need to do that. You just 
                         didn't.

               A beat. Starting over...

                                     WILL
                         Hi, Mom.

               He leans in and hugs her. She surrenders, squeezing her son 
               tight. Will and his mother are cut from the same cloth -- 
               strong-willed but practical. They've always been close.

                                     SANDRA
                         I'm so glad you're here.

               That hug finished, Sandra pushes past her son to her daughter-
               in-law. Seeing the size of her belly --

                                     SANDRA
                         You shouldn't have flown. But...

               They hug.

                                     JOSEPHINE
                         It's good to see you. You look 
                         beautiful.

               It's not flattery. It's the truth.

                                     SANDRA
                         Thank you. I'll bet you need to --

                                     JOSEPHINE
                         Yes.

                                     SANDRA
                         Down the hall on the right. The door 
                         sticks. You have to really pull it.

               Josephine squeezes past, a smile to her husband -- be nice. 
               Will heads back to the rental car to retrieve luggage. Sandra 
               follows him.

               Coming down the driveway, we get to see the house for the 
               first time: an older suburban home, three bedrooms, big for 
               the neighborhood, and nicely grown into the lot. KIDS are 
               playing on the street.

                                     WILL
                         Is that Dr. Bennett's car?

                                     SANDRA
                         He's up with your father.

               Heading back to the house...

                                     WILL
                         How is he?

                                     SANDRA
                         He's impossible. He won't eat. And 
                         because he won't eat, he gets weaker. 
                         And because he's weaker, he doesn't 
                         want to eat.

                                     WILL
                         How much time does he have left?

                                     SANDRA
                         You don't talk about those things. 
                         Not yet.

               INT. KITCHEN - DAY

               Sandra is pouring iced tea for Will and Josephine.

               DR. JULIUS BENNETT (85) enters from the foyer, still winded 
               from coming down the stairs. He was the town's first Black 
               physician. He's still the town's best physician.

                                     DR. BENNETT
                         Will.

                                     WILL
                         Dr. Bennett. It's good to see you.
                              (they shake)
                         My wife, Josephine.

                                     DR. BENNETT
                         A pleasure.

               He judges her belly.

                                     DR. BENNETT
                         You're seven months.

                                     JOSEPHINE
                              (impressed)
                         To the day.

               He leans close to her, whispering in her ear...

                                     DR. BENNETT
                         It's a boy.

               She smiles, surprised but not doubting. Will looks over -- 
               what did he say? Josephine shakes her head.

               Back to the main subject...

                                     SANDRA
                         You don't think he looks any worse.

                                     DR. BENNETT
                         No. I would say he's the same.

               And in the silence that follows, a lot is said. It wasn't 
               the upbeat reply Sandra was hoping for.

                                     WILL
                         Can I see him?

                                     DR. BENNETT
                         Absolutely. Be good for you to talk 
                         to him.

               A moment of awkwardness -- everyone here knows they haven't 
               spoken in years.

               Sandra hands Will a squat can of Ensure from the case on the 
               counter.

                                     SANDRA
                         Get him to drink one of these. He 
                         won't, but tell him he has to.

               INT. FOYER - DAY

               Coming out from the kitchen, Will slowly climbs the stairs. 
               They CREAK with every step.

               The wall is filled with family photos, happier times. Most 
               of the pictures are of Will, starting when he was an infant 
               and ending at his wedding. As he climbs the stairs, we can 
               see him growing up with every step.

               INT. UPSTAIRS HALLWAY - DAY

               A crack of sunlight spills around the half-open door at the 
               end of the hallway. Will walks towards it, running a hand 
               along the wallpaper.

               Almost at the door, he stops for a beat. Gets his breath. 
               Then goes inside.

               INT. GUEST ROOM - DAY

               Edward Bloom, 61, lies asleep on the bed. Although he's not 
               the vibrant man we've seen before, it's not as bad we feared. 
               The illness has been quick, and left him largely intact.

               There are no I.V.'s, no monitors, nothing.

               Coming up to the bed --

                                     WILL
                         Dad?

               Edward cracks open an eye, a beat before he focuses. He tries 
               to say something, but no words come out.

               He looks over at a pitcher on the nightstand. Will pours him 
               a glass of water, helping him hold it to his parched lips.

               Finished, Edward sets down the glass by himself. A very long, 
               tense beat. Will almost speaks again to fill the silence.

               Finally...

                                     EDWARD
                         You --
                              (he points)
                         -- are in for a surprise.

                                     WILL
                         Am I?

                                     EDWARD
                         Having a kid changes everything. I 
                         mean, there's the diapers and the 
                         burping and the midnight feedings...

                                     WILL
                         Did you do any of that?

                                     EDWARD
                         No, but I hear it's terrible. Then 
                         you spend years trying to corrupt 
                         and mislead this child, fill its 
                         head with nonsense and still it turns 
                         out perfectly fine.

                                     WILL
                         You think I'm up for it?

                                     EDWARD
                         You learned from the best.

               Will doesn't rise to the challenge. A beat, then he remembers 
               the can of Ensure. Holds it up. Edward recoils.

                                     WILL
                         Just drink half the can. I'll tell 
                         her you drank the whole thing. 
                         Everyone wins.

               A beat, then Edward rolls his eyes. Fine. Will cracks open 
               the can, finding a straw on the nightstand.

                                     EDWARD
                         People needn't worry so much. It's 
                         not my time yet. This isn't how I 
                         go.

                                     WILL
                         Really.

                                     EDWARD
                         Truly. I saw it in The Eye.

                                     WILL
                         The Old Lady by the swamp.

                                     EDWARD
                         She was a witch.

                                     WILL
                         No, she was old and probably senile. 
                         Maybe schizophrenic.

                                     EDWARD
                         I saw my death in that eye. And this 
                         is not how it happens.

                                     WILL
                         So how does it happen?

                                     EDWARD
                         Surprise ending. Wouldn't want to 
                         ruin it for you.

               Edward slurps down as much of the Ensure as he can stand, 
               then pushes the can away. He swallows with difficulty.

                                     EDWARD
                         There was this panhandler who used 
                         to stop me every morning when I came 
                         out of this coffee shop near the 
                         office.

                                     WILL
                         Okay.

                                     EDWARD
                         And every day I gave him a quarter. 
                         Every day. Then I got sick and was 
                         out for a couple of weeks. And when 
                         I went back there, you know what he 
                         said?

                                     WILL
                         What did he say?

                                     EDWARD
                         You owe me three-fifty.

                                     WILL
                         Really.

                                     EDWARD
                         True story.

               A beat.

                                     WILL
                         When did you ever work in an office?

                                     EDWARD
                         There's a lot you don't know about 
                         me.

                                     WILL
                         You're right.

               Edward gives a wry smile. He walked into that.

                                     EDWARD
                         Your mother was worried we wouldn't 
                         talk again. And look at us. We're 
                         talking fine. We're storytellers, 
                         both of us. I speak mine out, you 
                         write yours down. Same thing.

               Will won't commit to Edward's assessment.

                                     WILL
                         Dad, I'm hoping we can talk about 
                         some things while I'm here.

                                     EDWARD
                         You mean, while I'm here.

                                     WILL
                         I'd just like to know the true 
                         versions of things. Events. Stories. 
                         You.

               Edward LAUGHS a little, which becomes a COUGH. The HACKING 
               escalates until another drink of water gets it under control. 
               It's not clear whether any of this was an act to keep from 
               talking.

                                     EDWARD
                         Your mother hasn't been keeping up 
                         the pool. If you wanted to you 
                         could...

                                     WILL
                         I will.

                                     EDWARD
                         You know where the chemicals are?

                                     WILL
                         I used to do it when you were gone, 
                         remember? I used to do it a lot.

               He didn't mean for that to sound so pointed. Taking the half-
               empty Ensure, Will gets up to go. He's at the door when...

                                     EDWARD
                         I was never much for being at home, 
                         Will. It's too confining. And this, 
                         here. Being stuck in bed. Dying is 
                         the worst thing that ever happened 
                         to me.

               He smiles at his joke.

                                     WILL
                         I thought you weren't dying.

                                     EDWARD
                         I said this isn't how I go. The last 
                         part is much more unusual. Trust me 
                         on that.

               INT. UPSTAIRS HALLWAY - DAY

               Shutting the door behind himself, Will drinks the rest of 
               the Ensure himself. Edward was right. It tastes horrible.

               Heading for the stairs, Will walks past an open door. As he 
               leaves frame, we STAY BEHIND to look inside...

               INT. WILL'S BEDROOM - DAY [FLASHBACK]

               ...where an eight-year old Will is propped up in bed, his 
               face covered with chicken pox and pink calamine lotion. He's 
               showing Edward how many bumps there are on his arm.

                                     YOUNG WILL
                         Dr. Bennett says I'm going to have 
                         to be home for a week.

                                     EDWARD
                         That's nothing. I once had to stay 
                         in bed for three years.

                                     YOUNG WILL
                         Did you have chicken pox?

                                     EDWARD
                         I wish.

                                                                    CUT TO:

               INT. TINY CHURCH - DAY

               Wearing a white shirt and tie, YOUNG EDWARD -- still about 
               10 -- sings "Down to the River My Lord" along with the 
               CONGREGATION. His voice is high and thin, but he gives it 
               his all.

               Suddenly, his voice CRACKS and DROPS a half-octave. And then 
               another. His friends Wilbur Freeley and Ruthie look over, 
               wondering what's wrong. Embarrassed, Edward just keeps 
               SINGING, trying to follow along with the baritone part.

               He pulls at his collar. Then pulls again, his face getting 
               red. Starting to panic, he loosens his tie. He's starting to 
               undo the collar button when it POPS off by itself. Two more 
               buttons fly off. One hits a CHUBBY WOMAN in the neck.

               ON HIS SHOES

               As we watch, Edward's pant cuffs rise inch by inch -- that's 
               how fast he's growing.

                                     EDWARD (V.O.)
                         Truth is, no one quite knew what was 
                         wrong. Most times, a person grows up 
                         gradually. I found myself in a hurry.

               INT. YOUNG EDWARD'S BEDROOM - DAY

               Young Edward lies in bed, his limbs connected to various 
               pulleys and levers to support his weight. He has a dozen 
               encyclopedias around him, and another dozen on the floor.

                                     EDWARD (V.O.)
                         My muscles couldn't keep up with my 
                         bones, and my bones couldn't keep up 
                         with my body's ambition. So I spent 
                         the better part of three years 
                         confined to my bed, with the World 
                         Book Encyclopedia being my only means 
                         of exploration. I had made it all 
                         the way to the "G's," hoping to find 
                         an answer to my gigantificationism, 
                         when I uncovered an article about 
                         the common goldfish.

               INSERT: The encyclopedia article, complete with drawings.

                                     YOUNG EDWARD
                              (reading)
                         "Kept in a small bowl, the goldfish 
                         will remain small. With more space, 
                         the fish can grow double, triple, or 
                         quadruple its size."

               Young Edward thinks this through.

                                     EDWARD (V.O.)
                         It occurred to me then, that perhaps 
                         the reason for my growth was that I 
                         was intended for larger things. After 
                         all, a giant man can't have an 
                         ordinary-sized life.

               EXT. BASEBALL FIELD - DAY

               The CRACK of a bat announces the game-winning home run. The 
               crowd CHEERS the swing, and especially the batter as he rounds 
               the bases.

               Although we've seen him briefly before, this is our first 
               real exposure to GROWN-UP EDWARD, who we'll follow from 
               roughly the ages of 18 to 30.

                                     EDWARD (V.O.)
                         As soon as my bones had settled in 
                         their adult configuration, I set 
                         upon my plan to make a bigger place 
                         for myself in Ashton.

               EXT. SCHOOL FIELDS - DAY

               SINGLE SHOTS: Football hero Edward leads his team to victory. 
               On the sidelines, a PRETTY GIRL admits the name of her secret 
               love:

                                     GIRL
                         Edward Bloom!

               The other GIRLS SQUEAL in agreement. Don Price looks over, 
               glowers.

               EXT. NEIGHBORHOOD - DAY

               SINGLE SHOT: A lawnmower ROARS along the grass. We LOOK UP 
               to see who's pushing it, but it's not Edward. It's one of 
               his teenage EMPLOYEES.

               Edward is back at the truck, which is painted to read, "Bloom 
               Landscaping." He has workers on every lawn.

               He signs an autograph for an ADMIRING CUB SCOUT.

               INT. BASKETBALL COURT - DAY

               Edward takes an impossible shot at the buzzer from the other 
               end of the court. Naturally, he makes it, winning the game.

               As the crowd goes wild for Edward, Don Price is the only 
               teammate who doesn't mob him.

               EXT. TOWN - DAY

               Edward carries a dog out of a burning house.

               INT. SCIENCE FAIR - DAY

               Edward wins a blue ribbon for his invention, a machine 
               labelled "Perpetual Motion." He and the JUDGE pose for a 
               photograph. A FLASH.

               Pissed, Don Price throws his crappy lima bean plants in the 
               trash.

               INT. HIGH SCHOOL STAGE - DAY

               A dashingly handsome Edward leads the CAST out for a curtain 
               call. He's the star of the show. Off to the side, we see Don 
               Price is the ass-end of a horse costume.

               Edward soaks in his applause, smiling and gracious.

               EXT. GRADUATION STAGE - DAY

               Edward accepts his diploma. The PRINCIPAL hugs him tight.

                                     EDWARD (V.O.)
                         I was the biggest thing Ashton had 
                         ever seen. Until one day, a stranger 
                         arrived.

               EXT. FARM - DAY

               As two FARMERS shake their heads, we REVERSE to a show a 
               massive hole punched through the side of a barn. It's roughly 
               the shape of man, but no human could be that large.

               EXT. SHEEP PEN - DAY

               Two fat ewes look up, a shadow falling across them. They 
               BLEAT in panic as

               TWO OVERSIZED HANDS

               reach in and scoop them up. Their protests continue as they're 
               carried away, one under each arm. We still haven't seen the 
               full stranger.

               EXT. COURT HOUSE - DAY

               A MOB of about 50 have gathered, many of them with shotguns. 
               Amid the crowd we see Don Price.

                                     SHARECROPPER
                         He ate an entire cornfield!

                                     LITTLE GIRL
                         He ate my dog!

                                     HOT-BLOODED SHOTGUN TOTER
                         If you ain't gonna stop him Mayor, 
                         we will!

                                     MAYOR
                         I won't have mob violence in this 
                         town. Now, has someone tried talking 
                         to him?

                                     SOME FARMER
                         You can't reason with 'im!

                                     SHEPHARD
                         He's a monster!

               Agreement from the crowd. And then...

                                     A VOICE (O.S.)
                         I'll do it.

               Everyone turns to see who said that. The crowd parts to reveal 
               none other than Edward Bloom. Don Price glowers.

                                     EDWARD
                         I'll talk to him. See if I can get 
                         him to move on.

                                     MAYOR
                         Son, that creature could crush you 
                         without trying.

                                     EDWARD
                         Trust me, he'll have to try.

               EXT. HILL OUTSIDE ASHTON - DAY

               Edward climbs up the last bit of the steep hillside, reaching 
               the mouth of a cave. Outside, buzzards squabble over the 
               remains of the giant's feast: broken barrels, bones picked 
               clean.

               In his most serious voice, Edward calls out:

                                     EDWARD
                         Hello!

               There's no answer.

                                     EDWARD
                         My name is Edward Bloom! I want to 
                         talk to you!

               From deep in a cave, a thunderous voice:

                                     VOICE (O.S.)
                         GO AWAY!

               The giant's voice has such force, it blows Edward's hair 
               back.

                                     EDWARD
                         I'm not going anywhere until you 
                         show yourself.

               A beat, then we hear a RUMBLE, like a train coming. Edward 
               braces himself, fists ready for a fight, if that's what it's 
               going to take.

               As the RUMBLE gets louder, the ground starts to shake. Even 
               Edward starts to worry. Just how big is this guy?

                                     EDWARD (V.O.)
                         Armed with the foreknowledge of my 
                         own death, I knew the giant couldn't 
                         kill me. All the same, I preferred 
                         to keep my bones unbroken.

               Edward picks up a stone, ready to play David to Goliath.

               Then suddenly, the giant bursts forth. Hunched over, he slams 
               into a stunned Edward, knocking him halfway down the hill.

               KARL THE GIANT is bigger than any man you've ever seen. Not 
               just tall, but massive. He's completely feral, with a beard 
               to his elbow and skin scratched and blistered. What remains 
               of his clothes are ragged and muddy. God knows what's living 
               in his matted hair.

               Karl leans over Edward, blocking the sun. Edward throws his 
               rock, but it just bounces off. The giant didn't even notice 
               it.

                                     KARL
                         Why are you here?

               Edward ponders the best response, settling on...

                                     EDWARD
                         So you can eat me. The town decided 
                         to send a human sacrifice, and I 
                         volunteered.

               Karl's eyes narrow, confused. Edward stands up.

                                     EDWARD
                         My arms are a little stringy, but 
                         there's some good eating on my legs. 
                         I mean, I'd be tempted to eat them 
                         myself.
                              (beat)
                         So I guess, just, if you could get 
                         it over with quick. Because I'm not 
                         much for pain, really.

               Edward closes his eyes, hands at his side, ready to be eaten. 
               Karl just stares at him, not sure what to do.

               After a beat, Edward opens his eyes a tiny bit, just to see 
               what the giant is doing. Relieved to see he's not licking 
               his chops --

                                     EDWARD
                         Look, I can't go back. I'm a human 
                         sacrifice. If I go back, everyone 
                         will think I'm a coward. And I'd 
                         rather be dinner than a coward.

               Karl sits down with a BOOM, dejected.

                                     EDWARD
                         Here, start with my hand. It'll be 
                         an appetizer.

               Reaching up, Edward shoves his hand into Karl's mouth. But 
               the giant spits it back out.

                                     KARL
                         I don't want to eat you. I don't 
                         want to eat anybody. It's just I get 
                         so hungry. I'm too big.

               And that's the sad truth. Karl is less a monster than a freak -- 
               a giant man, but in the end, just a man.

               Edward takes a seat beside him.

                                     EDWARD
                         Did you ever think maybe you're not 
                         too big? Maybe this town's just too 
                         small. I mean, look at it.

               Circling behind them, we look down at Ashton -- a tiny town 
               in a tiny valley.

                                     EDWARD
                         Hardly two stories in the whole place. 
                         Now I've heard in real cities, they've 
                         got buildings so tall you can't even 
                         see the tops of 'em.

                                     KARL
                         Really?

                                     EDWARD
                         Wouldn't lie to you. And they've got 
                         all-you-can-eat buffets. You can eat 
                         a lot, can't you?

                                     KARL
                         I can.

                                     EDWARD
                         So why are you wasting your time in 
                         a small town? You're a big man. You 
                         should be in the big city.

               Karl smiles, but then it fades. A certain sad suspicion --

                                     KARL
                         You're just trying to get me to leave, 
                         aren't you? That's why they sent you 
                         here.

                                     EDWARD
                         What's your name, Giant?

                                     KARL
                         Karl.

                                     EDWARD
                         Mine's Edward. And truthfully, I do 
                         want you to leave, Karl. But I want 
                         to leave with you.
                              (closer)
                         You think this town is too small for 
                         you, well, it's too small for a man 
                         of my ambition. I can't see staying 
                         here a day longer.

                                     KARL
                         You don't like it?

                                     EDWARD
                         I love every square inch of it. But 
                         I can feel the edges closing in on 
                         me. A man's life can only grow to a 
                         certain size in a place like this.
                              (beat)
                         So what do you say? Join me?

               Karl thinks a moment. Then --

                                     KARL
                         Okay.

                                     EDWARD
                         Okay.

               They shake on it.

                                     EDWARD
                         Now first, we gotta get you ready 
                         for the city.

               EXT. RIVER - DAY

               IN A SINGLE SHOT, Karl cuts his hair with hedge clippers, 
               while Edward cuts up a surplus army tent to make him a shirt.

               EXT. MAIN STREET OF ASHTON - DAY

               Spirits buoyed by the high school MARCHING BAND, all the 
               good CITIZENS of Ashton are gathered to see off Edward and 
               Karl.

               There's a few tears amid the familiar faces.

                                     MAYOR
                              (loudly, for the crowd)
                         Edward Bloom, first son of Ashton, 
                         it's with a heavy heart we see you 
                         go. But take with you this Key to 
                         the City, and know that any time you 
                         want to come back, all our doors are 
                         open to you.

               Edward ducks a bit so the Mayor can put the key around his 
               neck. The crowd CHEERS. And with that, Edward and Karl start 
               walking, waving as they go.

               Only DON PRICE, smoking on the corner, isn't sad to see Edward 
               go. He crushes his cigarette under his heel. He wishes he 
               could crush Edward.

               Many of the townfolk come onto the street to hug Edward or 
               shake his hand.

                                     EDWARD (V.O.)
                         That afternoon as I left Ashton, 
                         everyone seemed to have advice.

                                     VARIOUS TOWNFOLK
                         Find yourself a nice girl! Don't 
                         trust anyone in Kentucky! Watch your 
                         pride, Edward Bloom!

                                     EDWARD (V.O.)
                         But there was one person whose counsel 
                         I held above all others.

               As the crowd parts, he finds himself face to face with

               THE OLD WOMAN.

               The ruckus slows and quiets, as if a strange spell has been 
               cast. She motions for Edward to lean down, so she can whisper 
               something to him. Although we're VERY CLOSE, we can't hear 
               her voice.

                                     EDWARD (V.O.)
                         She said that the biggest fish in 
                         the river gets that way by never 
                         being caught.

               The advice only succeeds in confusing Edward.

                                     EDWARD
                              (to the Old Woman)
                         Okay. Thanks.

               Edward and Karl keep walking. The Old Woman shuffles off, 
               somehow knowing her advice will go unheeded.

                                     KARL
                         What did she say?

                                     EDWARD
                         Beats me.

               EXT. ROAD - DAY

               We TILT UP from the road to reveal Edward and Karl walking 
               out of Ashton. Each wears a backpack with all his earthly 
               possessions.

                                     EDWARD (V.O.)
                         There were two roads out of Ashton, 
                         a new one which was paved, and an 
                         older one that wasn't. People didn't 
                         use the old road anymore, and it had 
                         developed the reputation of being 
                         haunted.

               Edward and Karl come to a bend, where the paved road veers 
               left and an overgrown dirt road runs straight. The old road 
               is blocked with signs and warnings of danger.

                                     EDWARD (V.O.)
                         Since I had no intention of ever 
                         returning to Ashton, this seemed as 
                         good a time as any to find out what 
                         lay down that old road.

               Karl looks at the dirt road, wary.

                                     KARL
                         You know anyone's who's taken it?

                                     EDWARD
                         That poet, Norther Winslow did. He 
                         was going to Paris, France. He must 
                         have liked it, because no one ever 
                         heard from him again.
                              (beat)
                         Tell you what. You take the other 
                         way and I'll cut through here. Meet 
                         you on the far side.

               A little paranoid...

                                     KARL
                         You're not trying to run away?

                                     EDWARD
                         Just to be sure, you can take my 
                         pack.

               Karl perks up, even though it means more for him to carry.

               EXT. DIRT ROAD - DAY

               The road is overgrown, but not altogether creepy. The sun is 
               still shining, and the birds still CHIRPING.

               Spinning the Key to the City, Edward WHISTLES, because it's 
               a day meant for whistling.

               EXT. FURTHER ALONG - ROUGH PATH

               The road has narrowed to a rough path. Spikes of sunlight 
               break through the thick canopy, catching particles in the 
               air. Still, Edward WHISTLES.

               Coming around a bend, his PITCH DROPS as he sees thick, thorny 
               vines growing across the path. He stops. For the first time, 
               he realizes the birds have stopped singing. The forest is 
               dead quiet.

               He looks back the way he came. It's tempting to go back. It 
               would be easier to go back. But Edward presses on.

               He carefully steps through the thorns. His trouser legs catch 
               on the barbs. We can hear the fabric TEAR.

               FURTHER ALONG

               A scratched and sweaty Edward waves off various STINGING 
               BUGS flying at him, finally whipping off his hat to swat at 
               them.

               Just then a CAWING crow swoops down and grabs the hat right 
               out of his hands.

                                     EDWARD
                         You stupid sonofa...

               He stops his swearing, but grabs a rock and throws it. The 
               stone ricochets off a tree and into a BEE'S NEST. The swarm 
               roars out.

               Edward high-tails it, each step still precarious.

               EXT. THE DARK FOREST - DAY [LATER]

               Edward is bruised, battered and bee-stung.

               A half-broken sign lies in the road. Edward picks it up. 
               Reads it:

                                         WARNING!

                                     JUMPING SPIDERS!

               Sure enough, up ahead he sees the path is overgrown with 
               thick cobwebs, heavy from the rain.

                                     EDWARD (V.O.)
                         There comes a point where a reasonable 
                         man will swallow his pride and admit 
                         he's made a terrible mistake. The 
                         truth is, I was never a reasonable 
                         man.

               Edward tosses the sign and forges ahead, into the spiderwebs.

                                     EDWARD
                         And what I recalled of Sunday School 
                         was that the more difficult something 
                         became, the more rewarding it was in 
                         the end.

               EXT. CLEARING / THE ROAD - DAY

               Edward emerges from the forest, brushing the last cobwebs 
               off and shaking the spiders from his shirt. One is stuck in 
               his sleeve, and he has to dance to get it out. Even then, he 
               still keeps twitching, convinced another one is left behind.

               At his feet, the gravel road has returned, smooth and dusty 
               and comforting.

               Ahead lies a tiny one-street town -- smaller even than Ashton -- 
               with powerlines emerging from the woods to feed it. Dangling 
               from the line above he sees two dozen pairs of shoes, their 
               laces tied together.

               He passes a sign that reads "Welcome To Spectre!"

               EXT. THE TOWN OF SPECTRE - DAY

               It's a main street with stores on each side: Cole's Pharmacy, 
               Talbot's Five and Dime, Al's Country Store. Everything is 
               old, but this isn't a ghost town. In fact, there's a group 
               of about 20 CITIZENS spilling out to see Edward approach. 
               Most are smiling. There are even a few tears of joy.

               What's more, all of these people are barefoot.

                                     MAN'S VOICE
                         Friend!

               A forty-year old man named BEAMEN comes out of the seed store 
               to greet Edward. Friendly but a little drunk, he's the closest 
               thing the town has to a mayor. He's carrying a clipboard.

                                     BEAMEN
                         Welcome to ya. What's your name?

                                     EDWARD
                         Edward Bloom.

               Beamen checks the clipboard. Not finding the name, he flips 
               forward a few pages. Still looking...

                                     BEAMEN
                         Bloom like a flower?

                                     EDWARD
                         Yes.

                                     BEAMEN
                         Oh. Here! Right here. Edward Bloom. 
                         We weren't expecting you yet.

               Still confused...

                                     EDWARD
                         You were expecting me?

                                     BEAMEN
                         Not yet.

               A helpful woman named MILDRED chimes in:

                                     MILDRED
                         You must have taken a shortcut.

                                     EDWARD
                         I did. It nearly killed me.

                                     BEAMEN
                         Mmm-hmm. Life'll do that to you. And 
                         truthfully, the long way is easier, 
                         but it's longer.

                                     MILDRED
                         Much longer.

                                     BEAMEN
                         And you're here now, and that's what 
                         matters.

               Beamen's daughter JENNY (8) hides behind her father, peering 
               around to look at the handsome stranger.

                                     EDWARD
                         What is this place?

                                     BEAMEN
                         The town of Spectre. Best kept secret 
                         in Alabama. Says here you're from 
                         Ashton, right? Last person we had 
                         from Ashton was Norther Winslow.

                                     EDWARD
                         The poet? What ever happened to him?

                                     BEAMEN
                         He's still here. Let me buy you a 
                         drink. I'll tell you all about it. 
                         Hell, I'll have him tell you.

                                     EDWARD
                         No. I've gotta meet somebody. I'm 
                         already running late.

               He didn't mean it as a joke, but for some reason, everyone's 
               laughing.

                                     BEAMEN
                         Son, I already told you. You're early.

               INT. BEAMEN'S HOUSE - DAY

               Sitting at the kitchen table, Edward takes a second slice of 
               apple pie. He and Beamen are joined by NORTHER WINSLOW (30), 
               who fancies himself a cultured artist, though he's never 
               left the state.

                                     BEAMEN
                         Now tell me if that isn't the best 
                         pie you ever ate.

                                     EDWARD
                         It truly is.

               UNDER THE TABLE

               Young Jenny is stealthily untying the laces on Edward's shoes.

                                     NORTHER WINSLOW
                         Everything here tastes better. Even 
                         the water is sweet. Never gets too 
                         hot, too cold, too humid. At night 
                         the wind goes through the trees and 
                         you'd swear there was a whole symphony 
                         out there, playing just for you.

               Suddenly, Jenny YANKS OFF Edward's shoes. She races for the 
               door.

                                     EDWARD
                         Hey!

               He chases after her.

               EXT. TOWN / MAIN STREET - DAY

               As she runs, Jenny ties Edward's laces together. Reaching 
               the edge of town, she tosses the shoes up and around the 
               power line -- a perfect throw. There's no way he's ever 
               getting them down.

               The gathered citizens of Spectre CHEER for Edward, who is 
               confused and overwhelmed. The women hug him. Men shake his 
               hand.

               Still focused on his shoes...

                                     EDWARD
                         Wait! I need those!

                                     NORTHER WINSLOW
                         There is no softer ground than town.

                                     MILDRED
                         That rhymes!

                                     BEAMEN
                         He is our poet laureate.

               The townsfolk continue to congratulate Edward... 

                                     EDWARD (V.O.)
                         Sometimes in a dream, you'll visit 
                         places that seem instantly familiar, 
                         filled with friends you've never 
                         met.

               EXT. UNDER A TREE - DUSK

               Edward sits with Norther Winslow. The fireflies are out. 
               Thousands of them.

                                     EDWARD (V.O.)
                         A man might travel his entire life 
                         and never find a place so inviting. 
                         My journey had scarcely begun, and I 
                         had arrived.

               Norther hands him his noteboook.

                                     NORTHER WINSLOW
                         I've been working on this poem for 
                         12 years.

                                     EDWARD
                         Really.

                                     NORTHER WINSLOW
                         There's a lot of expectation. I don't 
                         want to disappoint my fans.

               A beat.

                                     EDWARD
                         It's only three lines long.

               Norther grabs his notebook back.

                                     NORTHER WINSLOW
                         This is why you don't show work in 
                         progress.

                                     EDWARD
                         Norther, do you ever regret not making 
                         it to Paris?

                                     NORTHER WINSLOW
                         I can't imagine any place better 
                         than here.

                                     EDWARD
                         You're a poet. You oughta be able 
                         to. And maybe if you'd seen more, 
                         you could.

               Norther doesn't answer. Just goes back to his notebook.

               EXT. BY THE RIVER - NIGHT

               By the light of the full moon, Edward soaks his feet in the 
               water, trying to make sense of it all. The Key to the City 
               dangles around his neck.

               He stares at himself in the reflection. He smiles.

               It's then that a WOMAN emerges at the far side of the river.

               No telling where she came from -- she must have been swimming 
               underwater. We never see her face.

               She stands in the river with her bare back to Edward, 
               squeezing the water out of her golden hair, oblivious to his 
               presence. Edward is breathless. It's the first woman he's 
               seen in her natural state, and he doesn't dare move lest he 
               frighten her away.

               Then he sees the snake.

               It's a cottonmouth, has to be. It leaves a break in the water, 
               its small reptilian head aiming for her flesh.

               There's no decision to be made. On pure instinct, Edward 
               dives in. He swims as hard as can,

               GRABBING THE SNAKE

               just as it's about to strike.

               The woman dives back underwater, understandably terrified 
               that a man is coming at her.

                                     EDWARD
                         No, it's okay! I got it. I got the 
                         snake.

               As the splashing subsides, Edward looks at what he holds in 
               his hands. Which isn't a snake at all, but rather a common 
               stick. And a non-threatening one at that.

               While Edward ponders his mistake, he looks around to discover 
               that the Girl in the River is gone. He never even saw her 
               face.

                                     EDWARD
                         Wait! I'm sorry. Hello?!

               Edward keeps expecting her to surface, somewhere, but she 
               never does. He stands alone in the river, wondering what 
               tricks his eyes are playing on him.

               EXT. BY THE RIVER - NIGHT - CONTINUOUS

                                     A GIRL'S VOICE (O.S.)
                         There's leeches in there!

               Edward looks to the bank, where young Jenny Hill is watching 
               him.

                                     EDWARD
                         Did you see that woman?

                                     JENNY
                         What did she look like?

                                     EDWARD
                         Well, she... uh...

                                     JENNY
                         Was she nekkid?

               Embarrassed to admit it...

                                     EDWARD
                         Yeah.

                                     JENNY
                              (matter-of-fact)
                         It's not a woman, it's a fish. No 
                         one ever catches her.

               Given the day he's had so far, Edward isn't inclined to follow 
               up on the issue. He starts to wade back to the bank.

                                     JENNY (CONT'D)
                         Fish looks diff'rent to diff'rent 
                         people. My daddy said it looked like 
                         the coon dog he had when he was kid, 
                         back from the dead.

               Edward climbs up onto the shore, completely drenched. He 
               pulls up his pant legs to reveal three shiny leeches clinging 
               to his skin.

                                     EDWARD
                         Shoot.

               He starts to work pulling them off.

               EXT. PATH BACK TO TOWN - NIGHT

               Edward and Jenny walk back.

                                     JENNY
                         How old are you?

                                     EDWARD
                         Eighteen.

                                     JENNY
                         I'm eight. That means when I'm 
                         eighteen, you'll be 28. And when I'm 
                         28, you'll only be 38.

                                     EDWARD
                              (a little wary)
                         You're pretty good at arithmetic.

                                     JENNY
                         And when I'm 38, you'll be 48. And 
                         that's not much difference at all.

               Eager to get off this subject...

                                     EDWARD
                         Sure is a lot now, though, huh?

               EXT. MAIN STREET - NIGHT

               As Edward and Jenny approach Main Street, they find "downtown" 
               has been transformed. Lanterns and streamers hang on cables 
               across the street, and a small stage has been built at one 
               end to hold FIDDLERS.

               The whole town is there in celebration of its newest citizen, 
               Edward Bloom. Before he can protest, two WOMEN have grabbed 
               him by the arms, pulling him in to dance with them.

               The resulting dance number seems both choreographed and 
               complete chaos. From FARMER to BAKER'S WIFE, everyone wants 
               to dance with Edward, who finds himself tossed around like a 
               stick caught in a whirlpool. Still, he's having a blast.

               Jenny grabs both his hands, and they spin wildly.

               Beamen plucks his LAUGHING daughter away to dance with her.

               Then Mildred cuts in to dance with Edward. It's hard to hear 
               over the MUSIC.

                                     MILDRED
                         Jenny thinks you're quite a catch. 
                         We all do.

                                     EDWARD
                              (not hearing)
                         What?

                                     MILDRED
                         I said you're quite a catch!

               Edward stops dancing. A beat, then he heads for the edge of 
               the crowd. Beamen is there, with Jenny on his shoulders.

                                     EDWARD
                         I have to leave. Tonight.

                                     BEAMEN
                         Why?

                                     EDWARD
                         This town is everything a man could 
                         ask for. And if I were to end up 
                         here, I'd consider myself lucky. But 
                         the fact is, I'm not ready to end up 
                         anywhere.

                                     BEAMEN
                         No one's ever left.

                                     JENNY
                         How are you gonna make it without 
                         your shoes?

                                     EDWARD
                         I suspect it will hurt a lot.

               And with that, Edward walks down Main Street. The townspeople 
               stop dancing, disbelieving, some shaking their heads.

               Poor Edward Bloom's gone crazy.

                                     BEAMEN
                              (calling after him)
                         You won't find a better place!

                                     EDWARD
                         I don't expect to.

               Jenny runs to him. She'd tackle him if she could.

                                     JENNY
                         Promise me you'll come back.

                                     EDWARD
                         I promise. Someday. When I'm really 
                         supposed to.

               It's not good enough, but it will have to do. Edward keeps 
               walking. 

               EXT. THE DARK FOREST - NIGHT

               VARIOUS SHOTS: Edward negotiates the thorns in his bare feet. 
               It's horrible. Almost unendurable.

               And then it gets worse.

               The trees ahead are moving. At first, it just seems to be 
               the wind blowing the branches, but as we hear the wood 
               CRACKING and GROANING, there's no mistaking it: they're trying 
               to block him.

               Snake-like WHITE ROOTS shoot out of the ground, grabbing for 
               his ankles. He leaps up, kicking off one tree trunk to grab 
               another one's branches. He swings off, lands and rolls. Now 
               all the trees are moving to block him, their dark shapes 
               towering over him in the flashes of LIGHTNING.

                                     EDWARD (V.O.)
                         As difficult as it was to reach 
                         Spectre, I was fated to get there 
                         eventually. After all, no man can 
                         avoid reaching the end of his life.

               As he ducks under branches, the chain holding the Key to the 
               City gets caught. He's almost strangled, but the chain finally 
               breaks. The silver key disappears into the mud.

               Scrambling forward, he looks for a way out. But the trees 
               have encircled him, their spiky crowns bending down to crush 
               him.

               He SCREAMS up at the night, until his breath is gone.

                                     EDWARD
                         And then I realized, this wasn't the 
                         end of my life.

               With a sudden calm...

                                     EDWARD
                              (aloud)
                         This isn't how I die.

               Another lightning FLASH, and suddenly the trees are back 
               where they've always been. Edward is lying shoeless and torn 
               in a muddy puddle, staring up at the rain. And LAUGHING.

               EXT. THE ROAD - DAY

               His bare foot steps onto asphalt.

                                     A DEEP VOICE
                         Friend!

               Edward turns to see

               KARL

               to his right, coming down the larger, paved road.

                                     KARL
                         What happened to your shoes?

               Edward looks down at his muddy, bloody feet.

                                     EDWARD
                         They got ahead of me.

               With that, the men start walking down the larger road.

                                                              CROSSFADE TO:

               INT. DINING ROOM - NIGHT

               Edward and Will sit at opposite ends of the table, with Sandra 
               and Josephine in the middle. Although Edward has a small 
               plate of food in front of him, he hasn't touched it. He's 
               exhausted from the trip downstairs, but determined to maintain 
               the family dinner ritual.

               The other three eat awkwardly, each CLINK and SCRAPE of a 
               knife or fork resonating. Will finally breaks the silence.

                                     WILL
                         I don't know if you've seen it, but 
                         Josephine has some photos in the 
                         most recent Newsweek.

                                     SANDRA
                         Really! That's wonderful.

                                     JOSEPHINE
                         I spent a week in Morocco for the 
                         story. It was incredible.

                                     SANDRA
                         We'll have to pick up a copy.

               A beat. As Will scoops out another serving of potatoes, Edward 
               suddenly speaks:

                                     EDWARD
                         I don't know if you're aware of this, 
                         Josephine, but African parrots, in 
                         their native home of the Congo -- 
                         they speak only French.

               All three stop to listen.

                                     JOSEPHINE
                              (amused)
                         Really.

                                     EDWARD
                         You're lucky to get four words out 
                         of them in English. But if you were 
                         to walk through the jungle, you'd 
                         hear them speaking the most elaborate 
                         French. Those parrots talk about 
                         everything: politics, movies, fashion -- 
                         everything but religion.

               Taking the bait...

                                     WILL
                         Why not religion, Dad?

                                     EDWARD
                         It's rude to talk about religion. 
                         You never know who you're going to 
                         offend.

               A beat.

                                     WILL
                         Josephine actually went to the Congo 
                         last year.

                                     EDWARD
                         Oh, so you know.

               INT. GROCERY STORE - NIGHT

               Will shakes a shopping cart free from the pile-up while his 
               mother checks her list.

               AT THE PRODUCE SECTION

               Sandra starts to bag string beans.

                                     WILL
                         Mom, would you say you understand 
                         Dad?

                                     SANDRA
                         Of course.

                                     WILL
                         What I mean is, do you really know 
                         what's going on in his head? 

                                     SANDRA
                         Yes.

                                     WILL
                         How is that possible? I mean, you 
                         try to ask him a question and suddenly 
                         it's another one of his stories.
                              (decidedly)
                         You can't honestly say you know him.

                                     SANDRA
                         Yes, Will, I do. And don't presume 
                         things you don't know.

               She's more amused than annoyed, but Will is entering dangerous 
               territory.

                                     SANDRA
                         Would you say you understand 
                         Josephine?

                                     WILL
                         Yes. But that's a different...

                                     SANDRA
                         No it's not. It's exactly the same. 
                         Your father and I met, we dated, and 
                         we married -- we chose each other -- 
                         because we understood each other on 
                         some fundamental level. Just the 
                         same as you two.

               She moves on to the carrots.

                                     WILL
                         Josephine and I have a lot in common.

                                     SANDRA
                         Yes, you both think William Bloom is 
                         a very smart man.
                              (beat)
                         The problem is, you only see me as 
                         your mother, and not as someone's 
                         wife. And I've been his wife longer 
                         than I've been your mother. You can't 
                         discount that.

                                     WILL
                         True. But I've known him my whole 
                         life, and I don't feel like I know 
                         him at all. Or ever will.

               With a look, Sandra acknowledges the stakes.

                                     SANDRA
                         I know it's not easy. Just remember, 
                         he didn't choose to be your father 
                         and you didn't choose to be his son. 
                         You just ended up together. You could 
                         pick numbers out of a dark bag and 
                         it'd be just the same. If you ask 
                         me, it's a wonder parents and children 
                         can stand each other at all.

                                     WILL
                         But I understand you, Mom. I always 
                         have.

                                     SANDRA
                         Well, clearly you don't. But I'm not 
                         the mystery you're trying to solve 
                         right now.

               INT. AT THE CHECKOUT - NIGHT

               Reaching the CASHIER, Sandra hands over her coupons. Will is 
               approaching with a Newsweek magazine.

               Two checkstands over, an ATTRACTIVE BLONDE WOMAN in her 50's

               is getting her change. Though she's Sandra's generation, she 
               carries herself like a much younger woman, with blue jeans 
               and sneakers.

               She accidentally makes eye contact with Will as he passes. 
               We HOLD ON the woman, who tracks Will as he reaches Sandra. 
               It's hard to read her reaction: does she recognize him, or 
               just find him attractive?

               Will notices the gaze. The woman turns away.

               Will racks his brain -- does he know this woman?

                                     SANDRA
                         Before I forget, your father has 
                         papers in the basement I'd like you 
                         to go through. I wouldn't know what's 
                         important.

                                     WILL
                              (distracted)
                         Mom, do you know who that is? Blonde 
                         hair.

               Sandra looks. After a beat, the Blonde Woman turns again, 
               semi-casually. Noticing that both Will and Sandra are looking, 
               she smiles a little before taking her cart to leave.

                                     SANDRA
                              (no idea)
                         Was she one of your teachers?

                                     WILL
                         No. But it's weird. She seemed to 
                         recognize me.

                                     SANDRA
                              (to the cashier)
                         Do you know who that is?

               The Cashier turns to look. He can only get a profile as the 
               woman leaves.

                                     CASHIER
                         Never seen her before. Pretty, though.

               INT. GUEST BEDROOM - NIGHT

               A portable fan quietly WHIRRS in the corner. Turned low, the 
               RADIO on the nightstand is playing a call-in AM sports show, 
               just a wash of background chatter. Edward lies asleep on his 
               back.

               At the window, Josephine quietly lowers the shade. She reaches 
               over Edward to switch off the radio. He stirs from the silence -- 
               he wasn't fully asleep -- and sees Josephine stretched over 
               him.

                                     EDWARD
                              (playfully lecherous)
                         Hello.

               She smiles.

                                     JOSEPHINE
                         Hi. How are you feeling?

                                     EDWARD
                         I was dreaming.

                                     JOSEPHINE
                         What were you dreaming about?

               He tries to recollect, but it's already gone. Josephine 
               motions, is it okay for her to sit on the bed? He nods.

                                     EDWARD
                         I don't usually remember unless 
                         they're especially portentous. You 
                         know what that word means, portentous?

               She shakes her head.

                                     EDWARD
                         Means when you dream about something 
                         that's going to happen.
                              (beat, gathering)
                         Like one night, I had a dream where 
                         this crow came and told me, "Your 
                         Aunt is going to die." I was so scared 
                         I woke up my parents. They told me 
                         it was just a dream, to go back to 
                         bed. But the next morning, my Aunt 
                         Stacy was dead.

                                     JOSEPHINE
                         That's terrible.

                                     EDWARD
                         Terrible for her, but think about 
                         me, young boy with that kind of power. 
                         Wasn't three weeks later that the 
                         crow came back to me in a dream and 
                         said, "Your Grampa is going to die." 
                         Well, I ran right back to my parents. 
                         My father said, no, Gramps is fine, 
                         but I could see there was trepidation. 
                         And true enough, that next morning 
                         my Grampa was dead.

               He sits up a bit in bed, his strength returning.

                                     EDWARD
                         For the next couple weeks, I didn't 
                         have another dream. Until one night 
                         the crow came back and said, "Your 
                         Daddy is going to die."
                              (beat)
                         Well, I didn't know what to do. But 
                         finally I told my father. And he 
                         said not to worry, but I could tell 
                         he was rattled. That next day, he 
                         wasn't himself, always looking around, 
                         waiting for something to drop on his 
                         head. Because the crow didn't tell 
                         how it was going to happen, just 
                         those words: your Daddy is going to 
                         die. Well, he went into town early 
                         and was gone for a long time. And 
                         when he finally came back, he looked 
                         terrible, like he was waiting for 
                         the axe to fall all day. He said to 
                         my mother, "Good God. I just had the 
                         worst day of my life."
                              (beat)
                         "You think you've had a bad day," 
                         she said. "This morning the milkman 
                         dropped dead on the porch!" Josephine 
                         smiles, a half-laugh, which gets him 
                         smiling too.

               A long beat. Then, deadpan...

                                     EDWARD
                         Because see, my mother was banging 
                         the milkman.

                                     JOSEPHINE
                         No, I understand.

                                     EDWARD
                         He was slipping her a little extra 
                         cream.

               She nods, a bit more of a laugh.

                                     EDWARD
                         He was filling her basket. He was 
                         making deliveries around back.

               As Edward continues, she can't help but laugh harder, 
               especially as the metaphors get more vulgar.

                                     EDWARD
                         He was buttering her rolls. Pumping 
                         her churn. Splashing milk in her 
                         box.

                                     JOSEPHINE
                         Stop.

                                     EDWARD
                         They were squeezing the cheese. 
                         Clanking the bottles. Licking the 
                         popsicle.

               She's starting to cry from laughing.

                                     EDWARD
                         Cracking the eggs and making an 
                         omelet.

               With that, he stops. She regains her composure.

                                     EDWARD
                         Spooning the sherbet.

                                     JOSEPHINE
                              (interrupting)
                         Can I take your picture?

                                     EDWARD
                         You don't need a picture. Just look 
                         up handsome in the dictionary.

                                     JOSEPHINE
                         Please?

               He rolls his eyes, why not.

               Josephine leaves, heading down the hall to get her camera. 
               We STAY WITH Edward in bed.

                                     JOSEPHINE (O.S.)
                         I have photos from the wedding to 
                         show you. There's a great one of you 
                         and my father. I had an extra print 
                         made.

               Edward grimaces, a flash of pain. Around others, he's hiding 
               how much it hurts, but alone we can see how bad it is.

               He controls his breathing, trying to push through it.

                                     JOSEPHINE
                         I want to see pictures of your 
                         wedding. I've never seen any.

               She returns with her camera. Edward smiles, doing a good job 
               masking the pain.

                                     EDWARD
                         That's because we didn't have a 
                         wedding. Your mother-in-law was never 
                         supposed to marry me. She was engaged 
                         to somebody else.

                                     JOSEPHINE
                              (loading film)
                         I never knew.

                                     EDWARD
                         Will never told you that?
                              (she shakes her head)
                         Probably just as well. He would have 
                         told it all wrong anyway. All the 
                         facts and none of the flavor.

                                     JOSEPHINE
                         Oh, so this is a tall tale?

                                     EDWARD
                         Well, it's not a short one.

               A devilish smile. Pushing past Edward, we settle on the 
               whirling fan.

                                                              MATCH CUT TO:

               SPINNING PINWHEEL

               held by a LITTLE BOY. He's slumped over his FATHER's shoulder, 
               being carried towards a big-top tent. We are...

               EXT. OLYMPIA CIRCUS - NIGHT

               ...where the second-rate carnival is parked for the moment 
               in an Alabama field. To the left, we spot Edward, 20-ish, 
               halfway through a bag of peanuts. He's still carrying the 
               backpack we saw earlier, and scratched up from his trip 
               through Spectre.

                                     EDWARD (V.O.)
                         I had just left Ashton, and was on 
                         my way to discover my destiny. Not 
                         knowing what that would be exactly, 
                         I explored every opportunity that 
                         presented itself.

               Joining the crowd, he heads into the big-top.

               INT. BIG TOP - NIGHT

               A troupe of STILT-WALKING FIREBREATHERS finishes their act 
               to tremendous APPLAUSE.

               As the performers clear away, the circus' owner-and-ringmaster 
               AMOS CALLOWAY (50) approaches the stands. He may only be 
               four feet tall, but Amos has a titanic presence.

                                     AMOS
                         Ladies and Gentlemen, you may think 
                         you've seen the unusual. You may 
                         think you've seen the bizarre. But 
                         I've travelled to the five corners 
                         of the world, and let me tell you, 
                         I've never seen anything like this.

               From behind Amos, CARNIES start rolling a massive ball towards 
               the crowd.

                                     AMOS
                         When I found this man, he was picking 
                         oranges in Florida. His fellow workers 
                         called him El Penumbra -- The Shadow -- 
                         because when you were working beside 
                         him, he blocked out the daylight. He 
                         could take a whole tree in his hands 
                         and shake off the fruit. I had to 
                         pay his crew boss $10,000 just so I 
                         could take him with me.

               Amos comes up to a MIDDLE-AGED WOMAN in the first row, a 
               quieter moment.

                                     AMOS
                         Not to alarm you, Ma'am. But if this 
                         man wanted to, he could crush your 
                         head between his toes.
                              (she trembles)
                         But he won't.
                              (a long beat)
                         He's not going to hurt her, folks, 
                         because he's our own Gentle Giant. 
                         Ladies and Gentlemen, I give you 
                         Colossus!

               The carnies back away from the ball as a deep DRUM ROLL 
               begins. A moment, then the ball starts to bulge from inside.

               A foot suddenly bursts out from within. GASPS from the crowd. 
               That foot is massive. In the stands, Edward looks closer. 
               Intrigued.

               As the drum beat intensifies, a second foot breaks out. 
               Followed by hands. Shoulders. Finally, the head. This is 
               COLOSSUS.

               From a very LOW ANGLE, we look up to see just how massive he 
               is. He seems to fill the Heavens. With his shaved head and 
               giant club, he seems more ogre than man.

               In the bandstands, a YOUNG BOY's jaw drops in awe. Colossus 
               walks down the row, letting the crowd get a better look at 
               him. Some reach out to touch him, disbelieving. A tight 
               spotlight follows him, revealing faces in the crowd.

               Colossus passes Edward, who seems unimpressed. He leans with 
               the spotlight, WHISTLING to get the big man's attention.

               He points to the edge of the stands, where his friend is 
               sitting on the dirt --

               KARL THE GIANT

               stands up, so big the spotlight has to widen just to hold 
               him. He's a good foot taller than Colossus. There's a GASP 
               from the crowd, along with nervous anticipation -- what will 
               happen next?

               ANGLE ON Amos, stunned, megaphone dangling.

               ANGLE ON Colossus, realizing the gig is up. With a resigned 
               shrug, he rests his club on his shoulder and walks away into 
               the shadows.

                                                                    CUT TO:

               INT. BIG-TOP - NIGHT / LATER

               As the stands empty, Edward and Karl talk to Amos.

                                     AMOS
                         What's his name? Does he talk? It's 
                         not important.

                                     KARL
                         Karl.

                                     AMOS
                         Tell me Karl, have you ever heard of 
                         the term "involuntary servitude?"

               Karl shakes his head.

                                     AMOS
                         "Unconscionable contract?"

               Nope.

                                     AMOS
                         Great, great. That's fantastic.

                                     EDWARD (V.O.)
                         It was on that night Karl met his 
                         destiny. And I met mine. Almost.

               INT. BIG TOP - NIGHT - CONTINUOUS

               As Amos pulls Karl aside to give him the hard sell, Edward 
               notices a BEAUTIFUL YOUNG WOMAN (16) leaving with her family. 
               She's wearing a blue dress and hat. For no good reason, she 
               looks back at Edward.

               The two make eye contact. And as they do, all motion FREEZES.

               A fiery baton remains mid-twirl, flames locked in place. A 
               spilled box of popcorn hangs in mid-air, each kernel like a 
               snowflake. Even the elephant is mid-poop.

               Only Edward is free to move, winding his way between the 
               frozen bodies, ducking underneath arms to get closer and 
               closer to this woman.

                                     EDWARD (V.O.)
                         They say when you meet the love of 
                         your life, time stops. And that's 
                         true. What they don't tell you, is 
                         that once time starts again, it moves 
                         extra fast to catch up.

               Suddenly, everything RUSHES. The crowd becomes a blur, and 
               the young woman is lost in its wake. Now it's Edward who's 
               frozen, helpless in time.

               EXT. DIRT PARKING LOT - NIGHT

               Edward checks in windows as cars pull out, searching for his 
               fated love. Not finding her, he becomes more frantic, running 
               down the rows.

                                                              CROSSFADE TO:

               THE EMPTY LOT

               Colossus is thumbing for a ride. The last pickup truck stops 
               and lets him climb in back.

               As the truck pulls out, it passes a dejected Edward. He'll 
               never find that girl, the love of his life.

               INT. BIG-TOP - NIGHT

               Amos leans over so Karl can sign a contract on his back. He 
               spots Edward walking back into the tent.

                                     AMOS
                         Hey kid! Your friend just made himself 
                         a star.

                                     EDWARD
                         That's great.

               Amos hands off the contract to a CLOWN.

                                     (INTRODUCING)
                         My attorney, Mr. Soggybottom.

                                     EDWARD
                         Good to meet you.

               Mr. Soggybottom HONKS his horn, then waddles off.

                                     AMOS
                         What's the matter with you, kid? I 
                         haven't seen a customer so depressed 
                         since the elephant sat on that 
                         farmer's wife.
                              (beat)
                         Get it? "Depressed?"

               Karl chuckles.

                                     AMOS
                         See! The big guy likes it.

                                     EDWARD
                         I just saw the woman I'm going to 
                         marry, I know it. But then I lost 
                         her.

                                     AMOS
                         Tough break. Most men have to get 
                         married before they lose their wives.

                                     EDWARD
                              (with absolute 
                              conviction)
                         I'm going to spend the rest of my 
                         life looking for her. That or die 
                         alone.

                                     AMOS
                         Jesus, kid.
                              (realizing)
                         Let me guess. Real pretty, blonde 
                         hair, blue hat?

                                     EDWARD
                         Yes!

                                     AMOS
                         I know her uncle. Friends of the 
                         family.

                                     EDWARD
                         Who is she? Where does she live?

                                     AMOS
                         Kid. Don't waste your time. She's 
                         out of your league.

               As Amos starts to walk away, Edward hurries to catch up with 
               him. Karl follows as well.

                                     EDWARD
                         What do you mean? You don't even 
                         know me.

                                     AMOS
                         Sure I do. You were hot shit back in 
                         Hickville, but here in the real world, 
                         you got squat. You don't have a plan. 
                         You don't have a job. You don't have 
                         anything but the clothes on your 
                         back.

                                     EDWARD
                         I've got a whole backpack full of 
                         clothes!

               He points to the bleachers, where no backpack is to be found.

                                     EDWARD
                              (realizing)
                         Someone stole my backpack.

                                     AMOS
                         Kid, you were a big fish in a small 
                         pond. This here is the ocean, and 
                         you're drowning. Take my advice and 
                         go back to Puddleville. You'll be 
                         happy there.

               Getting in front of Amos, Edward stops him.

                                     EDWARD
                         Wait. You said I don't have a plan. 
                         I do. I'm going to find that girl 
                         and marry her and spend the rest of 
                         my life with her.

               Amos smiles, amused.

                                     EDWARD
                         I don't have a job, but I would have 
                         a job if you gave me one. And I may 
                         not have much, but I have more 
                         determination than any man you're 
                         ever going to meet.

                                     AMOS
                         Sorry, kid. I don't do charity.

                                     EDWARD
                         I'll work night and day, and you 
                         won't have to pay me. You just have 
                         to tell me who she is.

               Amos takes a long look at him. Ultimately, there's no way he 
               can say no. He shrugs. What the hell.

                                     AMOS
                         Every month you work for me, I'll 
                         tell you one thing about her. That's 
                         my final offer.

               Edward shakes Amos's hand before he can retract the offer. 
               We move into a MONTAGE:

               INT. BIG TOP CENTER RING - NIGHT

               CLOSE ON Edward, smiling nervously. His head is tilted to 
               the side, and as we PULL BACK, we see why: he's holding it 
               in a MASSIVE LION's open mouth. The beast's sharp teeth are 
               just poking his skin. If the lion so much as flinches, Edward 
               is dead.

               The CROWD applauds, which makes the lion antsy. Which makes 
               Edward antsier.

                                     EDWARD (V.O.)
                         From that moment on, I did everything 
                         Mr. Calloway asked, and a lot of 
                         things he didn't. I'd go three days 
                         without stopping to eat, and four 
                         days without sleeping.

               EXT. THE HYDRA - DAY

               His eyes droopy from lack of sleep, Edward mans the whirling 
               amusement park ride.

                                     EDWARD (V.O.)
                         The only thing that kept me going 
                         was the promise of meeting the girl 
                         who would be my wife.

               Nodding off, Edward falls backward, into the path of the 
               spinning arms. One of the Hydra cars hits him square in the 
               gut, throwing him up and away, sailing 200 feet through the 
               air.

               EXT. FIELD - DAY

               Edward chases a costumed pig, tripping over tent cords, 
               falling in the mud.

               His hunt leads him through the back of a tent, where he's 
               unwittingly stepped in front of a line of motorized birds. 
               To the left, CUSTOMERS are shooting with rifles. He dodges 
               four SHOTS that knock down the birds around him.

               He catches his breath, lucky.

               Then a half-blind OLD WOMAN pulls her trigger, hitting him 
               in the shoulder.

               EXT. BEHIND A TENT - DAY

               Karl the Giant bandages Edward's arm as well as he can. Amos 
               is walking past.

                                     EDWARD
                         Mr. Calloway! It's been a month today.

               Amos stops, looks at the young man. Finally...

                                     AMOS
                         This girl, the love of your life. 
                         Her favorite flower is daffodils.

               He walks away. We PUSH IN on Edward, enraptured by the 
               concept.

                                     EDWARD
                         Daffodils.
                              (to Karl)
                         Daffodils!

               INT. STABLES - DAY

               Edward shovels shit in the nastiest stables you've ever seen. 
               But all he can think about is...

                                     EDWARD
                              (to himself)
                         Daffodils!

               The wonder of it. He goes back to shoveling, a smile on his 
               face.

                                     EDWARD (V.O.)
                         True to his word, every month Amos 
                         would tell me something new about 
                         the woman of my dreams.

               INT. A DARK PLACE - NIGHT

               CLOSE ON Edward, lost in quiet reverie, pondering his latest 
               bit of information.

                                     EDWARD
                         College! She's going to college!

               A sudden EXPLOSION as Edward is shot...

               INT. BIG TOP - NIGHT [CONTINUOUS]

               ...out of a giant cannon.

               INT. STABLES - NIGHT

               Under a full moon, Edward feeds the animals.

                                     EDWARD
                              (to himself)
                         Music! She likes music. I like music 
                         too!

                                     EDWARD (V.O.)
                         Over the months, I learned a lot 
                         about the woman I was going to marry, 
                         but not her name, and not where to 
                         find her.

               That time had come. I couldn't wait any longer.

               EXT. AMOS CALLOWAY'S TRAILER - NIGHT

               Under a full moon, Edward walks up to the battered camper, 
               and is about to knock when he notices it's rocking. A lot. 
               Not just that, there's MOANING coming from inside.

               But Edward KNOCKS anyway.

                                     EDWARD
                         Mr. Calloway! It's Edward Bloom. I 
                         need to talk to you.

               Suddenly, the rocking and moaning stop. A beat, then the 
               door handle begins to RATTLE. It seems to be stuck.

               Edward turns the knob.

               Suddenly, the door BURSTS OPEN. Edward is knocked down by a 
               massive black dog, biggest you've ever seen. It has green 
               glowing eyes and a lick of fire for a tongue.

               Edward wrestles with the beast, its mouth snapping at his 
               throat. 

               Blocking with an arm, Edward tries to push himself free, but 
               the creature's hands -- it has hands instead of paws -- hold 
               on tight.

               Entwined, they roll across the dirt. The other nearby CARNIES 
               scatter for cover. Mr. Soggybottom pulls a revolver out of 
               his clown suit. Loads a silver bullet.

               Edward finally succeeds in throwing the beast off. He rolls 
               to his feet.

               The hell hound squares back on its haunches, GROWLING, ready 
               for another leap. Mr. Soggybottom sheds a clown tear, aiming 
               the revolver at the dog.

               At the last moment...

                                     EDWARD
                         No, wait!

               Edward moves just as Mr. Soggybottom FIRES. The bullet catches 
               Edward in the shoulder, knocking him down.

               The carnies GASP.

               Licking its chops, the dog approaches the helpless Edward, 
               who feels the ground around him, looking for some kind of 
               weapon. He finds only a small stick. He waves it at the dog, 
               ready to strike it.

               Like magic, the dog's whole demeanor changes. It bounces 
               excitedly, ready to play fetch.

               Seeing an opportunity, Edward throws the stick as far as he 
               can. The dog bounds after it,

               SMASHING DOWN THREE CARS.

               It returns a beat later with the flaming stick, which it 
               drops at Edward's feet. Its tail whips back and forth.

                                     EDWARD
                         It was that night I discovered that 
                         most things you consider evil or 
                         wicked are simply lonely, and lacking 
                         in the social niceties.

               Edward throws the stick again. The dog takes off in a new 
               direction.

                                                             TRANSITION TO:

               EXT. FIELD - PRE-DAWN

               Exhausted from playing fetch all night, Edward throws the 
               stick into the woods. The still-spry dog goes after it. It's 
               gone for a long time, long enough that Edward becomes 
               concerned.

               He follows it into the woods.

               INT. WOODS - DAWN

               Amos Calloway stands up behind a bush, buck naked and hairy. 
               He still has the stick in his mouth, which he takes out as 
               Edward approaches.

                                     AMOS
                         Didn't kill anything, did I?

                                     EDWARD
                         A few rabbits, but I think one of 
                         them was already dead.

                                     AMOS
                         That would explain the indigestion.

               Edward tosses him his jacket to cover his privates.

                                     AMOS
                         I was wrong about you kid. You may 
                         not have much, but what you got, you 
                         got a lot of. You could get any girl.

                                     EDWARD
                         There's only one I want.

               A beat.

                                     AMOS
                         Her name is Sandra Templeton. She's 
                         going to Auburn. The semester's almost 
                         over, so you better hurry.

                                     EDWARD
                         Thank you.

                                     AMOS
                         Good luck, kid.

               Edward walks away. Then starts running. He has to get there 
               as soon as possible.

               Amos sits down and scratches his ear with his foot.

               EXT. BIG TOP - DAY

               Edward shakes Karl's giant hand. They hug.

                                     EDWARD (V.O.)
                         After saying my goodbyes, I hopped 
                         three trains to get to Auburn that 
                         afternoon.

               EXT. AUBURN UNIVERSITY - DAY

               We DESCEND ON the main quad, to find Edward Bloom dunking 
               his head in the fountain.

               He changes out of his grubby shirt into a new one, just out 
               of the package. It's the mid-1960's, but by the conservative 
               dress of the passing STUDENTS, it could be any era.

               EXT. SORORITY HOUSE - DAY

               Edward stands with a bouquet of daffodils in front of a half-
               open door. Through the crack we can see the edge of a YOUNG 
               WOMAN, talking in hushed tones with another girl we can't 
               see.

               Finally, a decision is reached. The door opens to reveal the 
               woman of Edward's dreams, Sandra Kay Templeton. She's 
               effortlessly beautiful, pure and simple as sunlight.

               He can't believe he's finally reached her. He half-laughs, 
               nervous. That makes her laugh, not sure what's going on.

                                     EDWARD
                         You don't know me, but my name is 
                         Edward Bloom and I am in love with 
                         you. I've spent the last three years 
                         working to find out who you are. 
                         I've been shot and stabbed and 
                         trampled a few times, had my ribs 
                         broken twice, but it's all worth it 
                         to see you here, now, and to finally 
                         get to talk to you. Because I am 
                         destined to marry you. I knew that 
                         from the first moment I saw you at 
                         the circus. And I know it now more 
                         than ever.

               ON SANDRA, overwhelmed. All she can finally think of to say 
               is...

                                     SANDRA
                         I'm sorry.

                                     EDWARD
                         Don't need to apologize to me. I 
                         mean, I'm the luckiest person you're 
                         going to find today...

               She puts her hand on the door frame. On her left ring finger, 
               we see a diamond.

                                     SANDRA
                         No I'm sorry, I... I'm engaged to be 
                         married.

               ON EDWARD as his heart falls 20 floors. He tries to suppress 
               the reaction, put on a brave front.

                                     EDWARD
                         Oh.

                                     SANDRA
                         But you're wrong. I do know you, at 
                         least by reputation. Edward Bloom 
                         from Ashton. See, I'm actually engaged 
                         to a boy from Ashton. Don Price. He 
                         was a few years older than you.

                                                              FLASHCUTS TO:

               EXT. CREEPY OLD HOUSE - THE GATE - NIGHT

               Young Don Price shines his flashlight on Edward.

               VARIOUS H.S. ATHLETIC COMPETITIONS 93

               Recapping earlier football, baseball and basketball 
               highlights, we find Edward beats Don every time.

               THE STREET CORNER / ASHTON PARADE

               A smoking Don Price crushes his cigarette as Edward leaves 
               town.

                                                                   BACK TO:

               EXT/INT. SORORITY HOUSE - THE DOORWAY

               Edward is dumbstruck. With all the strength he can muster...

                                     EDWARD
                         Well. Congratulations. I'm sorry to 
                         have bothered you.

               He turns and walks down the front steps.

               She stays in the doorway for a few beats, feeling genuinely 
               horrible for what's happened. But eventually she goes back 
               inside. We hear GIGGLES from inside as her sorority sisters 
               get to the bottom of this.

                                     SANDRA
                         Stop it. It's not funny. That poor 
                         boy.

               We LEAD Edward as he walks away, tears just starting to form.

                                     EDWARD (V.O.)
                         Fate has a cruel way of circling 
                         around on you. After all this work 
                         to leave Ashton, the girl I loved 
                         was now engaged to one of its biggest 
                         jerks.

               He EXITS FRAME, leaving only the sorority house in the 
               background.

                                     EDWARD (V.O.)
                         There's a time when a man needs to 
                         fight, and a time when he needs to 
                         accept that his destiny is lost, 
                         that the ship has sailed, and that 
                         only a fool would continue.

               A beat. Edward steps back INTO FRAME, looking at the sorority 
               house.

                                     EDWARD (V.O.)
                         The truth is, I've always been a 
                         fool.

               We CIRCLE as he shouts:

                                     EDWARD
                         Sandra Templeton! I love you! And I 
                         am going to marry you!

               INT. SORORITY HOUSE FOYER - DAY

               Sandra and her SISTERS peer out through the curtains. Is 
               this guy crazy?

               INT. LECTURE HALL - DAY

               The tweedy ECONOMICS PROFESSOR continues his explanation. 
               Sandra isn't paying a lot of attention.

               He switches on the overhead projector without looking at it. 
               There's a TITTER from the STUDENTS, but he doesn't notice.

               A classmate nudges Sandra, who looks up. Written on the 
               projector is "I Love Sandra Templeton." She's horrified and 
               excited at the same time. The professor finally notices what's 
               written there.

               EXT. QUAD - DAY

               Walking with her books, Sandra shakes her head, disbelieving. 
               We look up to the blue sky, where a giant sky-written heart 
               floats in the wind.

               INT. SANDRA'S BEDROOM - [THE NEXT] MORNING

               At her Sisters' prompting, a just-woken Sandra looks out the 
               second-story window to find the lawn filled with

               TEN THOUSAND DAFFODILS.

               Edward stands amid the sea of flowers. He's waited there six 
               hours.

               EXT. SORORITY HOUSE - DAY

               Sandra walks out to him. She's smiling, confused, joyful and 
               scared. All down Greek Street, STUDENTS are coming out to 
               see the display.

                                     SANDRA
                         Daffodils?

                                     EDWARD
                         They're your favorite flower.

                                     SANDRA
                         How did you get so many?

                                     EDWARD
                         I called everywhere in five states 
                         and explained this was the only way 
                         I could get my wife to marry me.

               Out of nowhere, a tear drops down Sandra's cheek. She wipes 
               it off.

                                     SANDRA
                         You don't even know me.

                                     EDWARD
                         I have the rest of my life to find 
                         out.

               From down the street...

                                     A MAN'S VOICE
                         Sandra!

                                     SANDRA
                         It's Don. Promise me you won't hurt 
                         him.

                                     EDWARD
                         If that's what you want, I swear to 
                         it.

               The adult DON PRICE arrives. He's 230 pounds of football-
               playing, Skynyrd-loving, fraternity-proud muscle. And he's 
               pissed.

               A gang of his BROTHERS walk behind him.

                                     DON PRICE
                         Bloom!

                                     EDWARD
                         Don.

                                     DON PRICE
                         What the hell are you doing? This is 
                         my girl. Mine!

                                     EDWARD
                         I didn't know she belonged to anybody.

               Don Price decks him, knocking him down. Edward gets right 
               back up, but makes no move to defend himself.

               Unfazed, Don slugs him again.

                                     SANDRA
                         Stop it!

                                     DON PRICE
                              (ignoring)
                         What the matter, Bloom? Too scared 
                         to fight back?

                                     EDWARD
                         I promised I wouldn't.

               A beat. Don shrugs, fine. Then proceeds to kick Edward's ass 
               nine ways to Sunday.

                                     EDWARD (V.O.)
                         While I took the beating of a 
                         lifetime, it was Don Price who was 
                         ultimately defeated.

               As the ass-whupping continues, we 

                                                             INTERCUT WITH:

               INT. FRATERNITY HOUSE BATHROOM - DAY [FLASHFORWARD]

               Sitting on the can, Don Price pinches a loaf while reading 
               the new Playboy.

                                     EDWARD (V.O.)
                         All the physical activity had worsened 
                         a congenital valve defect. Put simply, 
                         his heart wasn't strong enough.

               Don Price squeezes down hard, trying to shit the unshittable. 
               Suddenly, he grasps his chest and collapses face-first on 
               the tile.

                                                              MATCH CUT TO:

               EXT. WITCH'S HOUSE / GATE - NIGHT [FLASHBACK]

               The same image of Don's dead face on the tile is reflected 
               in The Eye.

                                                         RETURNING BACK TO:

               EXT. THE SORORITY HOUSE - DAY

               The thrashing continues. Edward somehow fights his way back 
               to his feet, ready to be knocked down again.

                                     SANDRA
                         Don!

               Don is about to slug Edward again when he turns.

               Sandra pulls off her engagement ring. There's an audible 
               AHH! from her sisters, and an OHH! from Don's brothers.

                                     SANDRA
                         I will never marry you.

               A beat. Don stands stunned, his mind reeling.

               Edward, whose eyes are swollen almost shut, keeps waiting 
               for the next punch. Where is it? What's going on?

                                     DON PRICE
                         What. You love this guy?

                                     SANDRA
                         He's almost a stranger and I prefer 
                         him to you. 

               She hands him the ring. Another beat, then Don storms off. 
               But not before decking Edward one last time.

               Sandra leans over Edward's broken body. His head lies on the 
               daffodils.

                                     SANDRA
                         How can I convince you to stop?

                                     EDWARD
                         Go out with me.

               He smiles, his teeth bloody.

                                     SANDRA
                         Okay.

               As the crowd of students APPLAUDS and CHEERS, we CRANE UP 
               above the flowered battlefield.

                                     EDWARD (V.O.)
                         As it turned out, Sandra was able to 
                         keep her same date at the chapel. 
                         Only the groom had changed.

               As the MUSIC reaches a crescendo, we suddenly...

                                                                    CUT TO:

               INT. GUEST ROOM - NIGHT [PRESENT]

                                     JOSEPHINE
                         I thought you said you didn't have a 
                         church wedding.

                                     EDWARD
                         Well, we were all set to, but there 
                         was a complication.

               He reaches for his glass of water, but Josephine already has 
               it for him. She watches him while he slowly drinks the entire 
               glass, thirstier than he imagined. While he's drinking, we...

                                                                    CUT TO:

               INT. UPSTAIRS HALLWAY - NIGHT [CONTINUOUS]

               Will, back from the grocery store, reaches the top of the 
               stairs. He hears voices coming from the bedroom.

                                     JOSEPHINE (O.S.)
                         Is it the medicine that's making you 
                         thirsty?

                                     EDWARD (O.S.)
                         Truth is, I've been thirsty my whole 
                         life. Never really known why.

               Will quietly approaches the door, not exactly sneaking, but 
               not exactly announcing his presence. The door is open a few 
               inches, letting him look in on his father and his wife.

               INTERCUT HALLWAY / BEDROOM

                                     EDWARD
                         There was one time when I was 
                         eleven...

                                     JOSEPHINE
                              (gently)
                         You were talking about your wedding.

                                     EDWARD
                         I didn't forget. I was just working 
                         on a tangent. See, most men, they'll 
                         tell a story straight through, and 
                         it won't be complicated, but it won't 
                         be interesting either.

                                     JOSEPHINE
                         I like your stories.

                                     EDWARD
                         And I like you.

               He doesn't let the moment linger with undue sentimentality. 
               There's a story to be told.

                                     EDWARD
                         Now. The thing about working for a 
                         circus is you don't have a regular 
                         address, and after three years I had 
                         a lot of undelivered mail.

               In the hallway, Will shifts to a new position, letting himself 
               listen to the story one more time.

                                     EDWARD
                         During the four weeks I was in the 
                         hospital, the postmaster finally 
                         caught up with me.

               INT. HOSPITAL - DAY

               Bruised and bandaged, Edward sorts through a big bag of mail 
               with help from Sandra. He rips open an official-looking 
               letter. Reading it, his face drops.

               FLUTE and DRUM, music rising to a military cadence.

                                     EDWARD (V.O.)
                         It turned out that while my heart 
                         belonged to Sandra, the rest of my 
                         body belonged to the U.S. Government.

               INT. ARMY AIRPLANE - NIGHT

               With a buzz cut and paratrooper gear, Edward squats with a 
               dozen other SOLDIERS. The noise of the ENGINES is deafening, 
               but Edward is engrossed in an Asian phrasebook.

                                     EDWARD (V.O.)
                         A hitch in the Army was up to three 
                         years at that point, and having waited 
                         three years just to meet Sandra, I 
                         knew I couldn't survive being away 
                         from her that long. So I took every 
                         hazardous assignment I could find, 
                         with the hope of getting my time 
                         down to less than a year.

               The JUMP LEADER yells...

                                     JUMP LEADER
                         GO! GO! GO!

               One by one the men jump out, their chutes clipped to a main 
               line. When his time comes, Edward leaps...

               ...but he's stuck. His cord is caught up in the assembly.

               He twists and struggles, trying to free himself. Looking 
               down, he can see the white parachutes disappearing into the 
               darkness. They're already long gone.

               Digging a knife out of his pocket, Edward gets to work cutting 
               through the cable. It finally POPS. Edward jumps from the 
               plane.

               EXT. OUTSIDE STAGE - NIGHT

               A THOUSAND CHINESE SOLDIERS sit, bored, watching the 
               equivalent of a U.S.O. show.

               A CHINESE VENTRILOQUIST is on stage with his Communist puppet. 
               We have no idea what they're saying to each other, but every 
               act is fundamentally the same.

               The EMCEE comes on to usher him off the stage before he's 
               finished. The Ventriloquist protests, but finally gives in. 
               The Emcee makes a "shoot him in the neck" motion to one of 
               the ARMED GUARDS off-stage.

               EXT. HIGH ABOVE THE STAGE - NIGHT

               We LOOK DOWN with Edward, who is drifting right for the stage. 
               He can't steer. He's helpless.

               But then, a BLAST of fireworks from the sides of the stage. 
               The lights go out as a DRUM ROLL begins. It's just enough 
               cover for Edward to remain unseen.

               He lands with a CLANG on the lighting catwalk above the stage. 
               He barely grabs on, disconnecting his chute just as the 
               curtain goes up. Edward looks out at the sea of excited 
               soldiers. Every one of them would kill him. He's the legless 
               cricket left on the anthill.

               EXT. ON STAGE

               The curtain rises to reveal PING (27) at a microphone. She's 
               as gorgeous a woman as you'll ever see.

               She stands with her hips turned in profile. Her body is a 
               knockout, dress cut to reveal skin. The soldiers are on their 
               feet, WHISTLING and HOLLERING.

               UP ON THE CATWALK, Edward is surprised by an ENEMY SOLDIER. 
               The two men begin to SCUFFLE.

               MUSIC starts, a vampy torch song. Ping sings melody while an 
               off-stage voice carries perfect harmony.

                                     PING
                         Sometimes a girl can feel so alone 
                         Without a lover to call her own. 
                         Sometimes it's so bad, she wants to 
                         explode. 
                         Wants to grab the first man she sees 
                         and tear off his clothes.

               A ROAR from the soldiers. She knows what they want.

               Still fighting, Edward jumps for a pole on the far side of 
               the catwalk, sliding down it to end up

               BACKSTAGE.

               His determined opponent follows him down.

                                     PING (CONT'D)
                         But she won't.
                         No, she can't. 
                         She needs a special special different 
                         unusual man. 
                         Because that girl, 
                         Who looks like me, 
                         She has wants, but she has needs.

                                     PING
                              (speaking)
                         Any of you got needs?

               The soldiers ROAR LOUDER, STOMPING on the bleachers.

               Backstage, the two men are still fighting.

                                     PING
                              (chorus)
                         I've had twice the adventure, 
                         Cried double the tears. 
                         Two times the bad times in half the 
                         years. 
                         I need a strong man, because I've 
                         got 
                         Twice the love to give.

               For the first time, Ping turns, and now we see why she was 
               standing in profile. Ping is one-half of

               SIAMESE TWINS.

               Her identical twin is JING, who's been singing harmony all 
               this time. They are two separate women who join at the waist, 
               one set of perfect legs beneath them.

               Edward sees the twins from behind, does a double-take. It 
               costs him a punch to the jaw.

                                     PING
                         Say hello, Jing.

                                     JING
                         Hello Jing.

                                     PING
                              (to the crowd)
                         I'm Ping. She's Jing. She's the good 
                         one.
                              (closer)
                         I'm the bad one.

               As the MUSIC builds towards the climax, Edward finishes the 
               fight, knocking the guard out with a right hook.

               As Ping and Jing reach the last chorus, they strike a final 
               pose in the shape of a heart, their arms forming the arches, 
               their backs forming the curves.

               Edward slips behind curtains, trying to get away.

               The soldiers are SHOUTING for an encore, lighters waving. 
               The curtain slowly lowers, revealing

               EDWARD'S PARACHUTE.

               The APPLAUSE dies, replaced by a concerned RUMBLE. The Emcee 
               yells for the Guards to search.

               ON STAGE

               Ping has no idea what's happening. Jing reaches into her 
               cleavage to pull out her eyeglasses.

               INT. DRESSING ROOM - NIGHT

               As ARMED GUARDS search the halls below the stage, Ping and 
               Jing shut the door to their dressing room. At the closet, 
               they start to change outfits. Off-stage, their personalities 
               become quite apparent: Ping is brash, bitchy and ambitious, 
               while Jing is quiet, sweet and bookish.

               In Chinese, subtitled...

                                     PING
                         How could you miss your cue? You 
                         make me look like a fool, out there 
                         alone.

                                     JING
                         You weren't alone.

               Ping HUFFS, turning her back on her sister.

               Jing reaches deeper into the closet to find a new dress, 
               exposing Edward's hiding place. She GASPS. Ping turns to 
               look.

                                     PING
                         Who the hell are you?

                                     EDWARD
                              (in Chinese)
                         I'm not going to hurt you.

                                     PING
                         Damn right you're not.
                              (yelling)
                         GUARD!

               Jing grabs her, a hand over her mouth, but it's too late. A 
               rifle-toting GUARD looks in.

               Pretending to be her bitchy sister --

                                     JING
                         Tell your men not to bother us! And 
                         lock that door!

               The guard obeys. Ping shakes her sister off. Desperately 
               flipping through his Asian phrasebook, he finds...

                                     EDWARD
                         Please, I need your help.

                                     PING
                         What makes you think we'll help you?

               Edward pulls a photo out of his flak jacket. It's Sandra.

                                                              CROSSFADE TO:

               VARIOUS SHOTS

                                     EDWARD (V.O.)
                         Over the next hour, I described my 
                         love for Sandra Kay Templeton, and 
                         the ordeal that brought me before 
                         them. As it had always been, this 
                         love was my salvation. It was destined 
                         to be.

               Hearing the story, Jing wipes away a tear. Even Ping is a 
               little affected.

                                     EDWARD (V.O.)
                         We put together an elaborate plan 
                         for escape, involving a whaling ship 
                         to Russia, a barge to Cuba and a 
                         small, dirty canoe to Miami. We all 
                         knew it would be dangerous.

               Still subtitled:

                                     PING
                         And what are we supposed to do when 
                         we get to America?

                                     EDWARD
                         I can get you bookings. I know the 
                         biggest man in show business.

                                     JING
                         Bob Hope?

                                     EDWARD
                         Bigger.

                                                             TRANSITION TO:

               EXT. TEMPLETON FAMILY HOUSE - DAY

               Sandra checks the mail, hoping for a letter from Edward.

                                     EDWARD (V.O.)
                         And so the twins and I began our 
                         arduous journey halfway around the 
                         world. Unfortunately, there was no 
                         way to send a message back to America.

               A black car pulls up. Two ARMY OFFICERS get out.

                                     EDWARD (V.O.)
                         And so it was no surprise that the 
                         Army believed I was dead.

               Hearing the news, Sandra CRIES OUT. The pain of her shout 
               makes church bells RING.

               EXT. BEHIND THE TEMPLETON HOUSE - DAY

               Sandra hangs sheets to dry on the clotheslines, forming a 
               tunnel of fabric.

                                     EDWARD (V.O.)
                         After four months, Sandra had gotten 
                         over the worst of the nightmares. 
                         When the phone rang, she didn't think 
                         it was somehow me calling her. When 
                         a car drove past, she didn't get up 
                         to check out the window.

               Pulling a dress out of the basket, Sandra looks up to see

               A MAN'S SILHOUETTE

               on the sheet in front of her. She freezes, watching the shadow 
               ripple across the white fabric, blowing so softly in the 
               breeze. She knows it can't be him. He's dead.

               She turns away. With all the strength she can gather, she 
               hangs up that dress and digs another one out of the basket.

               Looking up, she sees not a shadow but Edward himself standing 
               before her. She GASPS, disbelieving, but his hand is real. 
               It is destiny.

               Without another moment's hesitation, she kisses him.

                                                              CROSSFADE TO:

               BRIGHT SUNLIGHT

               filters through soft sheets. We're under the covers, where a 
               man's hand traces the curves of a woman's bare back. A beat, 
               then she turns over in bed, revealing her to be

               JOSEPHINE.

               She blinks slowly, just waking up. Will is watching her. 
               He's been up for a while. We are actually...

               INT. WILL AND JOSEPHINE'S ROOM - DAY

               ...where the couple stays cocooned under the sheets, a kind 
               of limbo. A kiss good morning. Legs entangling. Neither wants 
               to get up.

                                     JOSEPHINE
                         I talked with your father last night.

                                     WILL
                         Did you?

               A look to say, should I be worried?

                                     JOSEPHINE
                         You never told me how your parents 
                         met.

                                     WILL
                         They met at Auburn.

                                     JOSEPHINE
                         What about the details? How they 
                         fell in love. The Circus. The War. 
                         You never told me any of that.

                                     WILL
                         That's because most of it never 
                         happened.

                                     JOSEPHINE
                         But it's romantic.

               A beat.

                                     WILL
                              (non-committal)
                         Mmm.

                                     JOSEPHINE
                         Mmm, what?

                                     WILL
                         Mmm, what. I know better than to 
                         argue romance with a French woman.

               He moves his head out from under the sheet. She follows him 
               to the "outside."

                                     JOSEPHINE
                         Do you love your father?

                                     WILL
                         Everyone loves my father. He's a 
                         very likeable guy.

                                     JOSEPHINE
                              (repeating)
                         Do you love him?

               Will doesn't want to answer yes or no.

                                     WILL
                         You have to understand. When I was 
                         growing up, he was gone more than he 
                         was here. And I started thinking -- 
                         maybe he has a second life somewhere 
                         else. With another house, another 
                         family. He leaves us, he goes to 
                         them. Or maybe there is no family. 
                         Maybe he never wanted a family. But 
                         whatever it is, maybe he likes that 
                         second life better. And the reason 
                         he tells all those stories is because 
                         he can't stand this boring place.

                                     JOSEPHINE
                         But it's not true.

                                     WILL
                         What is "true?" I've never heard my 
                         father say a single true thing.

               Off her silence...

                                     WILL
                         Look, I know why you like him. I 
                         know why everyone likes him. But I 
                         need you to tell me I'm not crazy.

                                     JOSEPHINE
                         You're not.

                                     WILL
                         I need you on my side.

                                     JOSEPHINE
                         I am always on your side. And I think 
                         you should talk to him.

               INT. GUEST ROOM - DAY

               The family finishes eating breakfast off TV trays set up 
               around the bed. For his part, Edward is looking better. 
               Certainly not recovered, but there's an optimism to his 
               expression. And for the first time, he's actually hungry.

               He watches as Sandra puts the cap back on the syrup.

                                     EDWARD
                         Did I ever tell you about how...

                                     WILL
                              (interrupting)
                         Yes.

               Edward is startled.

                                     WILL
                         The maple tree and the Buick. We 
                         heard it.

                                     EDWARD
                              (re: Josephine)
                         I think someone hasn't.

                                     JOSEPHINE
                         The tree fell on the car, spilling 
                         the syrup, which attracted the flies, 
                         which got stuck to it and flew off 
                         with the whole car.

               A beat.

                                     EDWARD
                              (undeterred)
                         But the real story is how I got the 
                         car. You see...

                                     WILL
                              (interrupting)
                         Dad?

                                     EDWARD
                         Son?

                                     WILL
                         Can we talk?

               Sandra SNAPS the cap back on the syrup.

                                     SANDRA
                         I'm going to get started on dishes.

                                     JOSEPHINE
                         I'll help you.

               Both women quickly gather plates.

               Will and Edward both smile. The women clearly want this to 
               happen. It settles for a beat after they leave.

                                     WILL
                         Do you know much about icebergs, 
                         Dad?

                                     EDWARD
                         Do I? I saw an iceberg once. They 
                         were hauling it down to Texas for 
                         drinking water, only they didn't 
                         count on an elephant being frozen 
                         inside. The woolly kind. A mammoth.

                                     WILL
                              (interrupting)
                         Dad!

                                     EDWARD
                         What?

                                     WILL
                         I'm trying to make a metaphor here.

                                     EDWARD
                         Then you shouldn't have started with 
                         a question. Because people want to 
                         answer questions. You should have 
                         started with, "The thing about 
                         icebergs is..."

                                     WILL
                              (frustrated)
                         The thing about icebergs is you only 
                         see 10 percent of them. The other 90 
                         percent is below the water where you 
                         can't see it. And that's what it is 
                         with you Dad. I'm only seeing this 
                         little bit that sticks above the 
                         water.

                                     EDWARD
                              (joking)
                         What, you're seeing down to my nose? 
                         My chin?

                                     WILL
                         I have no idea who you are because 
                         you have never told me a single fact.

                                     EDWARD
                         I've told you a thousand facts. That's 
                         all I do, Will. I tell stories.

                                     WILL
                         You tell lies, Dad. You tell amusing 
                         lies. Stories are what you tell a 
                         five-year old at bedtime. They're 
                         not elaborate mythologies you maintain 
                         when your son is ten and fifteen and 
                         twenty and thirty. And the thing is, 
                         I believed you. I believed your 
                         stories so much longer than I should 
                         have. And then when I realized that 
                         everything you said was impossible -- 
                         everything! -- I felt like such a 
                         fool to have trusted you. You were 
                         like Santa Claus and the Easter Bunny 
                         combined. Just as charming and just 
                         as fake.

                                     EDWARD
                         You think I'm fake.

                                     WILL
                         Only on the surface. But that's all 
                         I've ever seen.

               Edward looks away, angry and disbelieving.

                                     WILL
                         Dad, I'm about to have a kid of my 
                         own here. It would kill me if he 
                         went through his whole life never 
                         understanding me.

                                     EDWARD
                         It would kill you, huh?

               Finally --

                                     EDWARD
                         What do you want, Will? Who do you 
                         want me to be?

                                     WILL
                         Yourself. Good, bad, everything. 
                         Just show me who you are for once.

                                     EDWARD
                         I have been nothing but myself since 
                         the day I was born. And if you can't 
                         see that, it's your failing, not 
                         mine.

               EXT. BACKYARD - DAY

               With a skimmer pole, Will cleans the leaves and debris out 
               of the pool, but it's a fool's errand. The pool has long 
               since gone native, a shiny slick of algae on the surface, 
               slime covering the cemented rocks.

               Suddenly, an underwater shape RIPPLES against the water's 
               surface. Will is so startled that he drops the pole, which 
               disappears into the murky water.

               A beat. He looks around, relieved that no one saw that. He 
               casually walks away.

               INT. BASEMENT STORAGE AREA - DAY

               The doors open to reveal Sandra, Will and Josephine, staring 
               into the mouth of oblivion. The storeroom is a museum of 
               hasty decisions and half-finished projects: partially built 
               outboard motors, dead bonsai trees, Frankensteinian 
               lawnmowers. We also find boxes of products Edward used to 
               sell.

               Clearing a path, Sandra leads Will to a roll-top desk, its 
               ribs covered in dust. Two beaten metal file cabinets sit 
               beside it.

                                     SANDRA
                         Your father decided he needed to 
                         have an office, and it wouldn't do 
                         to have it in the house. You'll know 
                         better than me what's important.

               With some effort, Will forces up the desktop. With a HISS, a 
               neighbor's cat makes a run for it. Will's getting used to 
               being startled.

               INT. BASEMENT STORAGE AREA - DAY [LATER]

               Will, Sandra and Josephine have worked through two trash 
               bags of papers to throw out. Looking through a new file, 
               Sandra makes a small sound. A memory.

                                     WILL
                         What is it?

               Sandra hands Will a yellowed telegram. He shares it with 
               Josephine.

                                     SANDRA
                         It was during the war. Your father 
                         went missing. They thought he was 
                         dead.

               Will can't believe what he's reading.

                                     WILL
                         That really happened?

                                     SANDRA
                         Not everything your father says is a 
                         complete fabrication.

               A beat, then Sandra stands.

                                     SANDRA
                         I'm going to check on him.

                                     JOSEPHINE
                         I need to lie down for a bit.

                                     WILL
                         Go.

               Josephine kisses him, then follows Sandra. Will re-reads the 
               telegram, still bewildered.

               Looking for a place to put it, he tucks it into a strange 
               mechanical hand on the desk. It clamps down automatically.

               Will smiles, a memory. He hasn't thought about this device 
               in years. We slowly PUSH IN on the telegram, held in the 
               hand.

               Edward's VOICE begins as a memory...

                                     EDWARD (V.O.)
                         After the war, the sons of Alabama 
                         returned home, looking for work. 
                         Each had an advantage over me. They 
                         were alive, while I was -- officially -- 
                         deceased.

               INT. DOWNTOWN OFFICE - DAY [STORY]

               Edward shakes hands with his new boss, a TOUPEED MAN. The 
               company is called "Confederated Products." The OFFICE LADIES 
               all love Edward.

                                     EDWARD (V.O.)
                         With my prospects few, I took a job 
                         as a travelling salesman. It suited 
                         me. If there's one thing you can say 
                         about Edward Bloom, it's that I am a 
                         social person.

               EXT. COUNTY FAIR - DAY [STORY]

               On a low platform, Edward pitches a brilliant new product to 
               the crowd.

                                     EDWARD
                         I've travelled from Tennessee to 
                         Timbuktu, and if there's one thing 
                         people have in common, is we could 
                         all use a hand around the house.

               Edward sets down a contraption, which looks something like a 
               metal lava lamp. Like a flower, it unfolds to reveal five 
               fingers and a thumb. This is the Hand Around the House.(TM)

                                     EDWARD
                         Why, with this product you can...

               QUICK MONTAGE as he demonstrates:

                                     EDWARD
                         Open a jar. Open a letter. Scratch 
                         yourself while wearing mittens. Hold 
                         a book. Hold a baby. Hold the dog 
                         away from kittens. It's strong enough, 
                         you can do a handstand with no hands 
                         at all.

               Indeed, a remarkably agile Edward is able to support his 
               entire weight on it. The crowd APPLAUDS.

                                     EDWARD
                         You can use it to point out important 
                         information. Or dangers. Or beautiful 
                         women.

               The hand points a finger at an HEAVYSET MAN IN OVERALLS.

                                     EDWARD
                         We're still working on that one.

               The crowd LAUGHS.

               EXT. A COUNTRY ROAD - DAY

               Edward drives, his hand out in the wind.

                                     EDWARD (V.O.)
                         Soon I added other products, and 
                         other cities, until my territory 
                         stretched from the coast to western 
                         Texas.

               EXT. TRAILER PARK - DAY

               Edward kisses his pregnant wife goodbye, as much in love as 
               ever.

                                     EDWARD (V.O.)
                         I could be gone for weeks at a time. 
                         But every other Friday, I'd put all 
                         the money I'd made into an account 
                         set aside for a proper house with a 
                         white picket fence.

               EXT. HORIZON SAVINGS & LOAN - DAY

               Establishing this Texas institution, we come...

               INT. HORIZON SAVINGS & LOAN - DAY

               The bank is busy with the lunch-hour crowd. Taking his place 
               in line, Edward fills out a deposit slip.

               As the line snakes around through the ropes, the man in front 
               of him gets a look at Edward.

                                     THE MAN
                         Edward? Edward Bloom?

               The man is none other than...

                                     NORTHER WINSLOW
                         It's me. Norther Winslow.

                                     EDWARD (V.O.)
                         I was astonished to see the greatest 
                         poet of both Ashton and Spectre all 
                         the way out in Texas.

               The men shake, disbelieving this lucky coincidence.

                                     EDWARD
                         I don't believe it!

                                     NORTHER WINSLOW
                         I want you to know, when you left 
                         Spectre it opened my eyes. There was 
                         a whole life out there that I was 
                         not living. So I travelled. I saw 
                         France, and Africa, half of South 
                         America. Every day a new adventure, 
                         that's my motto.

                                     EDWARD
                         That's great, Norther. I'm happy for 
                         you. I can't believe I helped.

               He's genuinely proud.

                                     EDWARD
                         So what are you up to now?

                                     NORTHER WINSLOW
                         I'm robbing this place.

               Reaching the front of the line, Norther pulls two pistols 
               out of his coat, FIRING both into the ceiling.

               SCREAMS all around. The skinny SECURITY GUARD makes a 
               halfhearted reach for his gun, but Norther waves him off. 
               The guard takes out his gun and slides it over.

                                     NORTHER WINSLOW
                              (to Edward)
                         Would you mind grabbing that?

               There's nothing threatening about his delivery -- he might 
               as well be asking for a Budweiser. Still, Edward senses it 
               would be best to do as he says. He takes the guard's gun.

                                     NORTHER WINSLOW
                              (to the crowd)
                         Now, I want all of you to lie down. 
                         I'm gonna be cleaning out the cash 
                         drawers, and my associate here is 
                         going to handle the vault. 
                              (pointing to a Teller 
                              Woman)
                         You help my friend, okay?

               The TELLER WOMAN nods.

               ANGLE ON Edward, not sure what to do. He has a gun, but he 
               truly doesn't want to shoot Norther. The Teller Woman is 
               already waving him to the back.

               He decides he better go.

               INT. AT THE VAULT - DAY

               The Teller Woman is crying as she works the combination. 
               Edward feels horrible.

                                     EDWARD
                         Look, I'm really sorry. I just don't 
                         want anybody to get hurt.

                                     TELLER WOMAN
                         It's not that, it's just...

               She pulls open the vault door.

               INT. THE VAULT - DAY

               The inner sanctum of the Horizon Savings and Loan holds 
               exactly one folding chair. Nothing else.

                                     TELLER WOMAN
                         ...there's no money. We're completely 
                         bankrupt.

                                     EDWARD (V.O.)
                         It turned out the savings and loan 
                         had already been robbed -- not by 
                         armed bandits, but by speculators in 
                         Texas real estate.

                                     TELLER WOMAN
                              (dead serious)
                         You gotta promise you won't tell 
                         anybody.

                                                                    CUT TO:

               INT. EDWARD'S CAR - DAY

               Edward drives the getaway car, though truthfully they're 
               going just a little over the speed limit. No one's following 
               them. It's an empty country road for miles.

               Norther HOLLERS with body-tingling joy as he counts the money.

                                     NORTHER WINSLOW
                         Sixty. Eighty. Four hundred dollars! 
                         Not bad for just the drawers. Let's 
                         see what you got from the vault.

               Edward winces, but doesn't say anything yet. Digging through 
               the vault bag, Norther is surprised to find only a single 
               deposit envelope. He rips it open, revealing just a little 
               cash inside. Even some dimes and pennies.

                                     NORTHER WINSLOW
                         This is it? The whole vault.

                                     EDWARD
                         'Fraid so.

                                     NORTHER WINSLOW
                         Edward, it's got your deposit slip 
                         on it.

               Caught, Edward has to confess...

                                     EDWARD
                         Look, I just didn't want you to go 
                         empty-handed. There's something you 
                         should know, Norther. You see, the 
                         reason why...

               Edward continues his narration...

                                     EDWARD (V.O.)
                         I told Norther about the vagaries of 
                         Texas oil money and its effect on 
                         real estate prices, and how lax 
                         enforcement of fiduciary process had 
                         made savings and loans particularly 
                         vulnerable.

               Hearing this news, Norther was left with one conclusion:

               EXT. TEXAS ROAD - DAY

               Norther leans in the driver's side window.

                                     NORTHER WINSLOW
                         I should go to Wall Street. That's 
                         where all the money is.

               Edward looks over at Norther, the reality sinking in.

                                     EDWARD (V.O.)
                         I knew then that while my days as a 
                         criminal were over, Norther's were 
                         just beginning.

               The two men wave at each other as Edward drives off. At the 
               last moment, Norther calls out:

                                     NORTHER WINSLOW
                         Edward, thank you for the hand!

               He's talking about his Hand Around the House. We HOLD ON 
               Norther for a beat, dreaming of his future.

                                     EDWARD (V.O.)
                         When Norther made his first million 
                         dollars, he sent me a check for ten 
                         thousand. I protested, but he said 
                         it was my fee as his career advisor.

               EXT. BLOOM HOUSE [MID/LATE '70'S] - DAY

               Sandra is watering the garden. Will (5) runs past her to 
               greet Edward, just returned from another trip.

                                     EDWARD (V.O.)
                         Ten thousand dollars is no fortune 
                         to most men. But it was enough to 
                         buy my wife a proper house with a 
                         white picket fence.

               We reveal the Bloom house, the nicest one in the neighborhood. 
               Edward kisses his wife.

                                     EDWARD (V.O.)
                         And for that, it was all the riches 
                         a man could ever want.

               Sandra drops the hose, letting it run on the lawn.

                                                             TRANSITION TO:

               INT. BLOOM HOUSE BATHROOM - DAY [PRESENT]

               CLOSE ON Edward's hand as he turns knobs.

               CLOSE ON water SPLASHING into the claw-foot bathtub, which 
               begins to fill.

               Still wearing his pajamas, Edward climbs into the tub. 
               Carefully lowers himself.

               As the water reaches the third button up on his pajama shirt, 
               Edward suddenly slides

               UNDERWATER.

               Bubbles rise from his nose for a few beats, then stop. It's 
               quiet, except for the distant SPLASHING of water from the 
               spigot. Edward's eyes are closed.

               A long beat. Another. Then the SPLASHING water goes silent. 
               Edward opens one eye. The other eye. He sits up to find

               SANDRA

               sitting on the edge of the tub. She doesn't seem particularly 
               worried -- her husband has always done this.

                                     EDWARD
                         I was drying out.

                                     SANDRA
                         I see. We need to get you one of 
                         those plant misters. We can spray 
                         you like a fern.

               He smiles, then pulls his knees up, making room for her in 
               the tub. A beat while she considers.

               Sandra steps out of her sandals and climbs into the tub, 
               facing him. Her dress is soaked, but she doesn't mind.

               He leans forward and kisses her. When they separate, she has 
               tears hanging in her eyes.

                                     EDWARD
                         Come now.

               He wipes them away.

                                     SANDRA
                         I don't think I'll ever dry out.

               INT. BASEMENT STORAGE AREA - DAY

               Perched awkwardly on a canoe, Will's made it through another 
               file cabinet. He goes through the folders page by page, but 
               usually ends up tossing the whole thing in the trash.

               He's about to toss a file when he stops. Takes another look. 
               Something doesn't make sense.

               INT. BLOOM HOUSE / STAIRS - DAY

               Will is headed upstairs when his mother comes around the 
               corner with an armful of laundry, including her wet dress.

                                     WILL
                         Is he awake?

                                     SANDRA
                         He just fell asleep. Josephine's 
                         with him.

               She passes him. He turns.

                                     WILL
                         Mom?

                                     SANDRA
                         Yes?

               Will quickly debates whether or not to ask her...

                                     WILL
                         Did you and Dad have any other 
                         property?

                                     SANDRA
                              (thinking)
                         I suppose your grandmother's house 
                         when she passed on. But we sold that 
                         right away. Your cousin Shirley bought 
                         it.

                                     WILL
                         So you never bought any land.

                                     SANDRA
                         Heavens no. We had a hard enough 
                         time keeping the mortgage on this 
                         place.

               Will nods, just curious. He continues heading up.

               INT. WILL AND JOSEPHINE'S ROOM - DAY

               Will changes his shirt. Takes his keys off the nightstand.

               EXT. COUNTY ROAD - DAY

               Will's rental car drives past a sign reading, "Ashton, 10 
               miles."

               INT. WILL'S CAR - DAY / DRIVING

               Will checks the address on one of his father's files.

               EXT. ASHTON GAS - DAY

               Will talks to the ATTENDANT, who points him in a direction, 
               then gestures a series of left, right, left, rights.

               EXT. ROAD - DAY

               Will drives down a road that seems somewhat familiar. And 
               then we realize why: a roadsign reads "Welcome to Spectre!"

               EXT. A LONE HOUSE - DAY

               Sitting at the edge of a swamp, the little two-story feels 
               lonely, set deep in its lot. Dapples of light break through 
               the trees, a light breeze swaying the branches.

               As Will walks from the car, the WHIRR of cicadas grows. He 
               checks the number: 33. This is the house. It is surrounded 
               by a white square-picket fence, identical to his mother's. 
               Will notices this.

               Reaching the porch, we hear a PIANO playing inside. Badly.

               Re-checking the number on a form he's carrying, Will KNOCKS. 
               The piano stops.

                                     WOMAN'S VOICE (O.S.)
                         Go back to the start. Right hand 
                         only.

               The piano starts again. FOOTSTEPS.

               The door opens to reveal a blonde woman in her 50's -- the 
               woman from the grocery store. Her name is Jenny Hill.

               She and Will are startled to see each other.

                                     JENNY
                         Oh. Oh.

                                     WILL
                         Hello.

                                     JENNY
                         I wasn't expecting you.

               Confused, Will checks the name on the form.

                                     WILL
                         Are you Jenny Hill?

                                     JENNY
                         I am. And you're Will. I've seen 
                         your picture, that's how I recognize 
                         you. I almost said something at the 
                         store, but it would have been awkward.
                              (a beat)
                         Like this.

               The PIANO STUDENT, a black boy of eight, has stopped. He's 
               watching the conversation at the door. Speaking of awkward...

                                     JENNY
                              (to the student)
                         Listen, Kenny. Why don't we skip the 
                         lesson today? We can go again next 
                         week.

               She hands him five dollars out of her pocket.

                                     STUDENT
                         Do I have to give it back to my Mom?

                                     JENNY
                         I won't tell her if you won't.

               You don't have to tell him twice. He's out the door in a 
               flash.

               INT. JENNY'S KITCHEN - DAY

               While Will sips his iced tea, Jenny flips through a form she 
               never expected to see again. She hands it back to Will.

                                     WILL
                         How did you know my father?

                                     JENNY
                         This was on his sales route, so he 
                         was through here all the time. 
                         Everyone in town knew him.

               A beat. Not flinching...

                                     WILL
                         Were you and my father having an 
                         affair?

                                     JENNY
                              (taken aback)
                         Wow. Wow, you just said it. I was 
                         expecting to dance around this for 
                         another half hour.

                                     WILL
                         I've seen him with women. He flirts. 
                         He always has. On some level, I 
                         presumed he was cheating on my mother. 
                         I just never had proof.

               She moves, trying to get out of the corner he's boxed her 
               into. Once she's finally free...

                                     JENNY
                         Can I ask you a question? Why did 
                         you come here today? If you found 
                         this deed, why didn't you just ask 
                         Eddie?

                                     WILL
                         Because he's dying.

               A long beat. Jenny is taken back by the suddenness of it. 
               She's a tangle of conflicting emotions.

                                     JENNY
                         Look, I don't know how much you want 
                         to know about any of this. You have 
                         one image of your father and it would 
                         be wrong for me to go and change it. 
                         Especially this late in the game.

                                     WILL
                         My father talked about a lot of things 
                         he never did, and I'm sure he did a 
                         lot of things he never talked about. 
                         I'm just trying to reconcile the 
                         two.

               Fair enough. Jenny takes a seat across from him at the table.

                                     JENNY
                         The first thing you have to 
                         understand, is that your father never 
                         meant to end up here. And yet he 
                         did, twice. The first time, he was 
                         early. The second time, he was late.

               INT. EDWARD'S CAR / DRIVING - NIGHT

               It's late, and Edward is pensive.

                                     JENNY (V.O.)
                         Those days, your father was working 
                         for himself. If there was one thing 
                         you could say about Edward Bloom, 
                         it's that he was a social person, 
                         and people took a liking to him. One 
                         night he was returning from three 
                         weeks on the road, when he hit a 
                         thunderstorm unlike any in his life.

               The first raindrops hit the windshield. Edward turns on the 
               wipers.

               INT. EDWARD'S CAR - NIGHT - [THE STORM]

               Suddenly, a deluge descends. It's not even rain anymore -- 
               there's no space between the drops. It's like being caught 
               in a waterfall. It's that loud.

               No choice, Edward stops the car. Puts on the handbrake. Just 
               as suddenly, the sound changes -- no longer pounding, but 
               softly SPLASHING. The world is close and echoing, because --

               EXT. EDWARD'S CAR - NIGHT

               -- the car is underwater. The tires are still on the road, 
               but where there used to be air is water.

               Three catfish swim in front of his headlights.

               INT. THE CAR - NIGHT

               Realizing his plight, Edward tries to remain calm. Water is 
               trickling in through the crack between the window and the 
               door, but very slowly. For now, he's fine.

               That's when he sees her -- The Girl in the River.

               She's swimming outside the car. While we never see her face 
               exactly, she remains just as beautiful, just as mysterious, 
               as the first time we saw her.

               She puts her hand to the windshield. He puts his up to meet 
               hers. And smiles.

                                                              FLASH CUT TO:

               EXT. FIELD BY DIRT ROAD - DAY

               It's morning, and the sun shines brightly. Birds CHIRP. Trees 
               drip and the grass shines, still wet from last night's rain.

               Edward gathers the clothes that have spilled out of his 
               suitcase, which broke open when he dropped it from

               HIS CAR,

               which balances precariously ten feet up in an elm tree. As 
               Edward gathers his last pair of socks, he notices a shiny 
               piece of metal sticking out of the dirt. He pulls it out, 
               rubs it off.

               It's a key. It's the Key to the City he lost years ago.

                                     JENNY (V.O.)
                         Fate has a way of circling back on a 
                         man, and taking him by surprise.

               EXT. ROAD - DAY

               Carrying his busted suitcase, a tired Edward walks toward a 
               one-street town in the distance. We pass a rusty sign...

                                  "Welcome to Spectre."

               EXT. MAIN STREET - DAY

               Amazed and disbelieving, Edward walks down the center of the 
               road, no cars coming from either direction. He looks up to 
               find his faded shoes still dangling from the power line, 
               along with the rest of the town's.

                                     JENNY (V.O.)
                         A man sees things differently at 
                         different times in his life. This 
                         town didn't seem the same now that 
                         he was older.

               EXT. TOWN OF SPECTRE - VARIOUS SHOTS

               We look around the town, on and off Main Street. There are 
               "FOR SALE" signs in many of the windows

                                     JENNY (V.O.)
                         A new road had brought the outside 
                         world to Spectre, and with it, banks, 
                         liens and debt. Almost everywhere 
                         you looked, people were bankrupt.

               EXT. SPECTRE - DAY

               We slowly MOVE THROUGH a foreclosure auction to find Edward 
               watching. Two very corporate MEN IN SUITS, stick out among 
               the bidders.

                                     JENNY (V.O.)
                         Two different corporations were 
                         looking at buying the town, if they 
                         could get the price low enough. One 
                         wanted to open a chicken processing 
                         plant. The other, a municipal dump. 
                         Either way, Spectre would be 
                         destroyed.

               Edward raises his hand.

                                     EDWARD
                         Fifty-thousand!

               Everyone turns to look at this new bidder.

                                     JENNY (V.O.)
                         And so Edward Bloom decided to buy 
                         the town, in order to save it.

               INT. NORTHER WINSLOW'S MANHATTAN - DAY

               Edward pitches his plan to Norther.

                                     JENNY (V.O.)
                         He was never a wealthy man, but he 
                         had made other men rich, and now he 
                         asked for their favors.

               INT./EXT. VARIOUS LOCATIONS - DAY

               VARIOUS SHOTS: Expressive and passionate as always, Edward 
               talks to Ping, Jing and Amos Calloway.

                                     JENNY (V.O.)
                         Most of them had never seen Spectre -- 
                         they only had Edward's words to 
                         describe it. That's all they needed. 
                         He sold them on the dream.

                                     JING
                         You can structure it as a historical 
                         trust. But you'll need every 
                         contiguous piece of property. It's 
                         all or nothing.

               As Edward takes notes...

                                     JENNY (V.O.)
                         So first he bought the farms. Then 
                         he bought the houses. Then he bought 
                         the stores.

               INT. AL'S COUNTRY - DAY

               Finishing up with AL, Edward shakes hands.

                                     JENNY (V.O.)
                         Whatever he bought, the people were 
                         not asked to leave or pay rent or 
                         anything. They were just asked to 
                         keep doing as they were doing. In 
                         that way, he could make sure the 
                         town would never die.

               EXT. ROAD IN THE SWAMP - DAY

               Edward climbs out of his car, the road having literally 
               stopped. The sun is shining, but it can barely penetrate the 
               trees' thick canopy.

                                     JENNY (V.O.)
                         Within six months, his trust had 
                         purchased the entire town. With one 
                         exception.

               In the distance, he sees a shack, so old it's nearly fallen. 
               He walks toward it, the marshy ground SQUISHING up around 
               his feet, soaking the hems of his trousers.

               We hear a PIANO playing from inside the shack. Edward KNOCKS 
               on the half-hung door, which swings open by itself.

               INT. SHACK - DAY

               The inside is nicer than you'd think, a real home. A fire 
               burns in the stove, and curtains hang in the windows.

               With her back turned to him, Jenny Hill plays the piano. 
               Edward doesn't recognize her as the little girl who used to 
               have a crush on him. Without turning, she says...

                                     JENNY
                         You must be Edward Bloom.

                                     EDWARD
                         How did you know?

               She keeps PLAYING.

                                     JENNY
                         No one would come out here unless 
                         they had business. And no one would 
                         have business with me except for 
                         you. You're buying the town.

                                     EDWARD
                         Apparently I've overlooked this one 
                         piece of it, and I'd like to remedy 
                         that. You see, in order for the town 
                         to be preserved, the trust must own 
                         it in its entirety.

                                     JENNY
                         So I've heard.

                                     EDWARD
                         I'll offer you more than it's worth. 
                         And you know you won't have to move. 
                         Nothing will change except the name 
                         on the deed, you have my word.

               Jenny stops playing, her piece not quite finished. She turns 
               to face him. Edward still doesn't recognize her.

                                     JENNY
                         Now let me get this straight. You'll 
                         buy the swamp from me, but I'll stay 
                         in it. You'll own the house, but 
                         it'll still be mine. I'll be here, 
                         and you'll come and go as you please 
                         to one place or another. Do I have 
                         that right?

               Strange to hear it put that way, but --

                                     EDWARD
                         In so many words, yes.

                                     JENNY
                         Then I don't think so Mr. Bloom. If 
                         nothing is going to change, I'd just 
                         as soon it not change in the way it 
                         hasn't been changing all this time.

                                     EDWARD
                         It's not like you're going to lose 
                         anything. You can ask anyone in town. 
                         I've been nothing if not generous. I 
                         want the best for everyone.

               A long beat.

                                     JENNY
                         Mr. Bloom, why are you buying this 
                         land? Some sort of midlife crisis? 
                         Instead of buying a convertible, you 
                         buy a town?

               He looks at her, puzzled and surprised. No one has really 
               asked before.

                                     EDWARD
                         Helping people makes me happy.

                                     JENNY
                         I'm not convinced you should be happy.

                                     EDWARD
                         I'm sorry. Have I offended you?

               She finally turns to face him.

                                     JENNY
                         No, you did exactly what you promised. 
                         You came back. I was just expecting 
                         you sooner.

                                                              FLASHBACK TO:

               EXT. SPECTRE - NIGHT

               Young Jenny Hill watches barefoot Edward leave Spectre for 
               the first time.

                                                                   BACK TO:

               INT. SHACK - DAY

               Finally realizing who this woman is...

                                     EDWARD
                         You're Beamen's daughter. Your last 
                         name is different.
                              (realizing)
                         You married.

                                     JENNY
                         I was 18. He was 28. Turns out that 
                         was a big difference.

               Before he can say anything more...

                                     JENNY
                         I won't be selling you this house, 
                         Mr. Bloom.

                                     EDWARD
                         I see. I thank you for your time.

               A bit bewildered, Edward tips his hat to her as he leaves.

               EXT/INT. SWAMP SHACK - DAY

               Edward pulls the door shut behind him as he leaves, but it 
               breaks off in his hands. It's not the clean exit he was hoping 
               for.

               Inside Jenny looks out, surprised and annoyed.

               Edward tries to lift the door back on the hinges, but they 
               SNAP off. The door frame buckles and the whole shack CREAKS.

                                     EDWARD
                         I'm sorry.

               He tries to lean the door against the frame, but it keeps 
               slipping.

                                     JENNY
                         It's okay, just leave it.

                                     EDWARD
                         I can get it. I can just...

               He leans the door a different way. It holds for a beat then 
               falls in, SMASHING a small table.

                                     EDWARD
                         Lord, I'm sorry I...

                                     JENNY
                         Please. Go. Just go.

                                     EDWARD
                         I'll...

                                     JENNY
                         Go.

               She's dead serious. Weighing the scales of chivalry, he 
               finally backs away. Turns and heads back towards his car.

               We STAY ON Jenny, watching him go. She's furious, but there's 
               something more in her feelings for him. Something softer.

                                     JENNY (V.O.)
                         Most men in that situation would 
                         accept their failure and move on. 
                         But Edward was not like most men.

               EXT. SWAMP SHACK ROAD - ANOTHER DAY

               With Karl the Giant's help, Edward unloads a brand new door 
               from a pickup truck.

               EXT. SHACK - DAY

               While Jenny watches, half-annoyed, half-amused, Edward tries 
               to set the door square. Karl pushes against the side of the 
               house until it fits.

               INT. SHACK - ANOTHER DAY

               Holding nails between his lips, Edward puts in new windows 
               himself. Jenny is making soup, laughing at the story he's 
               telling.

                                     JENNY (V.O.)
                         As the months passed, he found more 
                         and more things to fix, until the 
                         shack no longer resembled itself.

               EXT. SWAMP - ANOTHER DAY

               Edward and Karl cut down a tree, letting in a flood of light.

               Through the golden pollen hanging in the air, we RISE UP to 
               see the shack is now

               THE LOVELY HOUSE

               we saw before. It's tiny and white, with black shutters and 
               a steep roof. A white picket fence. In every detail it is 
               impossibly charming.

               INT. JENNY'S HOUSE - DAY

               Edward is screwing a hat rack into the wall in the foyer. 
               Jenny leans against the doorframe listening to his story. 
               And watching him with deepest affection.

                                     EDWARD
                         Of course, the best part was creating 
                         new material. By the time the twins 
                         and I got to Havana, we had a whole 
                         new routine worked out for them, 
                         with just a ukulele and a harmonica.

               Finished with his work, he takes his hat off the chair and 
               hangs it on the rack. Perfect.

               A beat. A look between them. With that last job done, there's 
               no reason for him to be staying any longer.

                                     EDWARD
                         I suppose I should...

               He takes his hat off the rack.

                                     JENNY
                         You can leave it there.

               A beat. Does she really mean it?

               She comes closer. Edward holds his ground. She takes his 
               hand, lifting his hat up to the peg. She's very close -- 
               just a half-inch from kissing him when --

               -- Edward gently holds her back.

                                     EDWARD
                         No.

               She freezes, stunned and humiliated. She pulls away.

                                     EDWARD
                         Don't. Don't be embarrassed. I should 
                         never have let you think that...
                              (beat)
                         I am in love with my wife.

                                     JENNY
                         I know.

                                     EDWARD
                         And from the moment I saw her until 
                         the moment I die, she's the only 
                         one.

                                     JENNY
                         Lucky girl.

                                     EDWARD
                         I'm sorry, Jenny. I am.

               With that, he begins to leaves.

                                     JENNY
                         Wait! Edward!

               She finds a pen and hastily signs the deed to the house. 
               Hands it to him. With a look, he thanks her. Then goes.

               EXT. SPECTRE - MAGIC HOUR

               Edward takes a final look at this perfect little town.

                                     JENNY (V.O.)
                         One day, Edward Bloom left, and never 
                         returned to the town he'd saved.

               He climbs in his car and starts the engine.

               EXT. JENNY HILL'S HOUSE - DAY TO NIGHT

               As we watch, the swamp begins to overtake the house, 
               swallowing it in a tangle of vines and mossy branches.

               Shoots burst up through the planks in the porch. Snakes 
               slither through the marsh.

               Day becomes night.

                                     JENNY (V.O.)
                         As for the girl, the common belief 
                         was that she'd become a witch, and 
                         crazy at that. She became something 
                         of a legend herself.

               We REVERSE to find FOUR KIDS looking in through the rusty 
               iron gate with flashlights. A beat, then they run away.

                                     JENNY (V.O.)
                         And the story ended where it began.

               INT. JENNY HILL'S KITCHEN - PRESENT DAY

               Will and Jenny are still sitting at her table, a pitcher of 
               iced tea between them.

                                     WILL
                         Logically, you couldn't be the Witch, 
                         because she was old back when he was 
                         young.

                                     JENNY
                         No, it's logical if you think like 
                         your father. See, to him, there's 
                         only two women: your mother and 
                         everyone else.

                                     WILL
                         You didn't become crazy.

                                     JENNY
                         Well, therapy. And one day I realized 
                         I was in love with a man who could 
                         never love me back. I was living in 
                         a fairy tale.

               Will smiles to hear it called that.

                                     JENNY
                         People aren't like they are in 
                         stories. They hurt each other without 
                         meaning to. They are kind and 
                         unbelievably cruel at the same moment. 
                         Like me, now. I'm not sure I should 
                         have told you any of this.

               Her composure is starting to break.

                                     WILL
                         No, I wanted to know. I'm glad I 
                         know.

               A long beat, both staring at their iced tea. Jenny is working 
               herself into more of a state by not talking.

                                     JENNY
                         I wanted to meet you for the longest 
                         time. I did.
                              (a smile)
                         I envied you so much. The way Eddie 
                         would talk about you when you were 
                         at Missouri, that award you won. 
                         Congratulations, incidentally. And 
                         when you got the job at the A.P., 
                         everything, he was so proud of you. 
                         I mean, that's the thing. Every moment 
                         he loved you.

               She's fighting tears, not the first ones she's shed over 
               this.

                                     JENNY
                         And as brightly as the sun would 
                         shine when he was with me, every 
                         time he left it disappeared. I wanted 
                         to be as important to him as you 
                         were, and I was never going to be. I 
                         was make-believe and his other life, 
                         you, were real.

               ANGLE ON Will, sorting through his swirling thoughts.

                                     JENNY
                         You knew that, didn't you?

                                                                    CUT TO:

               INT. WILL'S CAR - DAY / DRIVING

               Will skips through the stations on the radio, but ultimately 
               turns it off. He's trying to think.

               EXT. BLOOM HOUSE - DUSK

               Will walks up the front steps. There's a subtle change to 
               his expression, a dark cloud lifted. He unlocks the door.

               INT. BLOOM HOUSE FOYER - DUSK

               It's half-dark and quiet in the house, no talking, no TV. 
               Will sets his keys on the table.

               INT. KITCHEN - DUSK

               Will looks in. Empty.

                                     WILL
                              (calling out)
                         Hello? Mom? Dad?

               INT. UPSTAIRS HALLWAY - DUSK

               We follow Will, looking into his and Josephine's room. He 
               aims for the guest room at the end of the hall.

               INT. GUEST ROOM - DUSK

               Looking over his shoulder, we see his father's bed is empty. 
               The sheets are in a tangle on the floor.

               A beat, then Will half-runs back down the hall. Back down 
               the stairs.

               INT. FOYER - DUSK

               Headed out, Will grabs his keys off the table. We LOOK RIGHT, 
               where the "MESSAGE" light blinks on the answering machine.

               INT. HOSPITAL ENTRANCE - NIGHT

               The hospital is so new, it's not even finished -- thick 
               plastic hangs from exposed framing. There's no one at the 
               information desk, so Will forges ahead.

               INT. HOSPITAL HALLWAY - NIGHT

               Will reads a directory board, trying to decide the best place 
               to start. Then, behind him --

                                     JOSEPHINE (O.S.)
                         Will!

               He turns to see his wife at a payphone. She hangs up. She 
               was calling him.

                                     WILL
                         What happened?

                                     JOSEPHINE
                         Your father had a stroke. He's 
                         upstairs with your mom and Dr. 
                         Bennett.

                                     WILL
                         Is he going to be okay?

               A beat. How can she answer?

               He half-smiles, realizing the idiocy of his question. Of 
               course his father's not going to be okay.

                                     WILL
                         What I mean is, will he get back to 
                         the way he was when...

               She cuts him off --

                                     JOSEPHINE
                         No. He won't. I'm sorry.

               And like that, it's done. We HOLD ON Will, reeling from the 
               news.

               INT. HOSPITAL ROOM - NIGHT

               Edward sleeps peacefully, just an oxygen tube under his nose. 
               There are no beeping monitors, no blinking lights. It's 
               mercifully quiet.

               Sandra squeezes Will's hand tightly. She's holding herself 
               together, but it's been a tough day.

               Dr. Bennett has just gone through the details for the third 
               time.

                                     SANDRA
                         I don't suppose one of us could stay 
                         with him. In case he...
                              (beat)
                         In case he wakes up, one of us should 
                         be there.

                                     WILL
                         I'll stay. Why don't you go home 
                         with Josephine and I'll stay tonight.

                                     SANDRA
                              (to Dr. Bennett)
                         That's okay?

                                     DR. BENNETT
                         It's fine.

                                     SANDRA
                              (to Will)
                         You'll call if...

                                     WILL
                         I will. I'll call.

               A beat.

                                     WILL
                         Mom, do you want some time with Dad?

                                     SANDRA
                         Yes. Thank you.

               A nod, then Will holds the door for Dr. Bennett and Josephine 
               as they leave. Sandra is alone in the room with her husband.

               She neatens his hair. Holds his hand. As she kisses his 
               fingers, she tweaks her chin with them -- his signature move.

                                                             TRANSITION TO:

               INT. HOSPITAL HALLWAY - NIGHT

               Sandra waits outside the women's restroom. Her face is a 
               study in strained composure -- acknowledging the inevitable 
               but refusing to surrender to it.

               Josephine emerges.

                                     JOSEPHINE
                         I'm sorry. It seems every hour I 
                         have to...

                                     SANDRA
                         I know. It was the same when I was 
                         carrying Will. Like clockwork.

               The two women start to walk, no hurry.

                                     SANDRA
                         Do you like it, being pregnant?

                                     JOSEPHINE
                         I do.

                                     SANDRA
                         I loved it. It sounds peculiar, but 
                         I loved every minute of it. I did. 
                         Eddie was travelling a lot, so he 
                         was gone, but I felt like I always 
                         had a piece of him with me. A little 
                         part of his soul inside me. I could 
                         feel it. It was alive and kicking.

               Sandra has accidentally evoked a storm of emotion. She 
               struggles to keep it in check. Almost a whisper...

                                     SANDRA
                         I really miss that.

               With a few breaths, Sandra tries to hold on. Hold back.

                                     JOSEPHINE
                         Don't stop. Don't.

               A beat, then Sandra finally melts. Josephine holds her. The 
               two women stand together in the hallway, letting the moment 
               be.

               INT. HOSPITAL ROOM - NIGHT

               Will sits in a chair beside the bed, working through the 
               crossword puzzle. A KNOCK as Dr. Bennett enters with his 
               overcoat and bag, ready to leave for the night.

                                     DR. BENNETT
                         Glad to see you're not trying to 
                         have a heartfelt talk. It's one of 
                         my greatest annoyances, when people 
                         talk to those who can't hear them.

                                     WILL
                         My father and I have an advantage. 
                         We never talk.

               Dr. Bennett smiles as he checks Edward's chart.

                                     WILL
                         How long have you known my father?

                                     DR. BENNETT
                         Thirty years. Maybe more.

                                     WILL
                         How would you describe him?

                                     DR. BENNETT
                              (re: chart)
                         Five-eleven. One-eighty. Regulated 
                         hypertension.
                              (beat)
                         How would his son describe him?

               Tables turned, Will searches for an answer. He doesn't have 
               one.

               Dr. Bennett hangs the chart back on the bed.

                                     DR. BENNETT
                         Did your father ever tell you about 
                         the day you were born?

                                     WILL
                         A thousand times. He caught an 
                         uncatchable fish.

                                     DR. BENNETT
                         Not that one. The real story. Did he 
                         ever tell you that?

                                     WILL
                              (suddenly interested)
                         No.

                                     DR. BENNETT
                         Your mother came in about three in 
                         the afternoon. Her neighbor drove 
                         her, on account of your father was 
                         on business in Wichita. You were 
                         born a week early, but there were no 
                         complications. It was a perfect 
                         delivery. Now, your father was sorry 
                         to miss it, but it wasn't the custom 
                         for the men to be in the room for 
                         deliveries then, so I can't see as 
                         it would have been much different 
                         had he been there. And that's the 
                         real story of how you were born.

               A long silence, just the sounds of the hospital, doctors 
               being paged.

                                     DR. BENNETT
                         Not very exciting, is it? And I 
                         suppose if I had to choose between 
                         the true version and an elaborate 
                         one involving a fish and a wedding 
                         ring, I might choose the fancy 
                         version. But that's just me.

               Will half-smiles.

               Patting Will's shoulder, Dr. Bennett leaves. We STAY ON Will 
               and his father for a long time, then Will takes his pen and 
               starts making a list.

               INT. HOSPITAL ROOM - VARIOUS SHOTS

               Will flips to a new page. The list keeps getting longer.

               He smiles, remembering something. On his fourth page, he 
               looks up at his motionless father. A beat, then we slowly

                                                              CROSSFADE TO:

               INT. HOSPITAL ROOM - PRE-DAWN

               It's very early morning, and the first blue light of day is 
               glowing through the vertical blinds. Still in his chair, 
               Will wakes up a bit at a time. The notepad is on his lap, 
               the pen in his hand.

               He cracks his neck, crooked from sleeping on it wrong. What 
               woke him up?

               He looks to his right. Holds his gaze for a breath.

                                     WILL
                         Dad?

               His father is awake, silently GASPING for breath. His eyes 
               are open, scared and confused.

                                     WILL
                         Dad! Do you want me to get a nurse?

               Edward shakes his head unambiguously. Will already has his 
               finger on the orange "nurse call" button, but doesn't push 
               it.

                                     WILL
                         What can I do? Can I help? Can I get 
                         you something? Water?

               Edward nods. Will pours a glass from the pitcher on the 
               nightstand. He holds it to his father's lips, but Edward 
               won't drink. He pushes it away. He wanted something else.

                                     EDWARD
                              (whispering)
                         The river.

                                     WILL
                         The river?

               It takes Edward all his strength to put together each thought. 
               It's like he's only half-there, fighting to hang on to this 
               world.

                                     EDWARD
                         Tell me how it happens.

                                     WILL
                         How what happens?

                                     EDWARD
                         How I go.

               ON WILL, realizing...

                                     WILL
                         You mean what you saw in The Eye?

               Edward nods. Yes, that's what he was trying to say.

               A long beat.

                                     WILL
                         I don't know that story, Dad. You 
                         never told me that one.

               Will pushes his fingers under his father's heavy hand, and 
               holds it. There's nothing else to do.

               Edward looks around, confused and increasingly scared. He 
               sees the end approaching, but doesn't know exactly what's 
               coming. Without the story, he's lost.

               Fighting the urge to panic --

                                     WILL
                         I can try, Dad. If you help. Just 
                         tell me how it starts.

                                     EDWARD
                         Like this.

                                     WILL
                         Okay. Okay.

               Will looks around the room, increasingly desperate. He looks 
               to the nurse call button. He really wants to press it.

               ON EDWARD, waiting for Will to begin.

                                     WILL
                         Okay. It's morning, and you and I 
                         are in the hospital. I'd fallen asleep 
                         in the chair. I wake up and I see 
                         you, and...

                                                                    CUT TO:

               INT. HOSPITAL ROOM - DAY [STORY VERSION]

                                     WILL
                         Dad?

               It's dawn, and the first golden glow is shining through the 
               vertical blinds.

                                     WILL
                              (louder and concerned)
                         Dad?

               We LOOK OVER to find a nimble Edward sitting up in bed, 
               combing his hair.

                                     EDWARD
                         Let's get out of here.

                                     WILL (V.O.)
                         Somehow, you're better. Different. 
                         You're getting ready to go. And I 
                         say...

                                     WILL
                         Dad, you're in no condition to...

               But Edward throws back the covers.

                                     EDWARD
                         There's a fold-up wheelchair in the 
                         bathroom. Wrap a blanket around me. 
                         As soon as we get off this floor, 
                         we'll be in the clear.

               Will heads for the bathroom. Sure enough, the wheelchair is 
               there.

                                     EDWARD
                         Hurry! We don't have much time.

               INT. HOSPITAL HALLWAY - DAY

               With the blanket draped over his head like a ghost, Edward 
               points for his son to steer the wheelchair thataway.

                                     EDWARD
                         Faster!

               They pass a HEAVYSET NURSE, who turns to look.

               Rounding a corner, they nearly crash into Dr. Bennett.

                                     DR. BENNETT
                         Will! I... What are you doing?

               Before he can answer, Will spots Edward rolling the chair 
               himself, pumping both arms. Will dashes to catch up with 
               him.

               The Heavyset Nurse leans out of Edward's hospital room.

                                     NURSE
                         Security! Stop them!

               DOWN THE HALL

               At the elevators, Sandra and Josephine step out to find Will 
               and Edward barreling straight at them.

                                     EDWARD
                         No time to explain! Follow us!

               Seeing SECURITY GUARDS heading their way, a quick-thinking 
               Sandra shoves a nearby cart into them, bowling them down.

               INT. ELEVATOR - DAY

               Will brakes hard, sliding with both feet. The chair nearly 
               crashes into the back wall as the doors close.

               EXT. PARKING LOT - DAY

               Will races Edward down the row, finally reaching the 
               Chevrolet.

               AT THE CAR

               Will lifts his father out of the chair.

                                     WILL (V.O.)
                         I pick you up and you hardly weigh 
                         anything. I can't explain it.

               Will sets him in the passenger seat.

                                     EDWARD
                         Water. I need water.

               Scrambling in back, Will finds a liter of Arrowhead. Hands 
               it off. Edward unscrews the cap, but instead of drinking it, 
               he douses himself. Soaks the blanket.

               Will pops the trunk. Starts to fold up the wheelchair.

                                     EDWARD
                         Leave it! We won't need it.

               TIRES SMOKE as the car peals out.

                                                                   BACK TO:

               INT. HOSPITAL ROOM - DAY [REALITY]

               TIGHT ON Will, trying to hold back tears as he talks.

                                     WILL
                         And we have to take Glenville to 
                         avoid all the church traffic, because 
                         those damn church people drive too 
                         slow.

               TIGHT ON Edward, enjoying that detail. He's focused completely 
               on Will's story.

                                     WILL
                         I ask...

                                                                   BACK TO:

               EXT. GLENVILLE BLVD. - DAY [STORY VERSION]

               The Chevy slaloms through the Sunday-morning traffic.

                                     WILL (O.S.)
                         Where are we headed?

                                     WILL (V.O.)
                         You say...

               INT. CHEVY - DAY

                                     EDWARD
                         The River!

               Will stops short, the traffic backed up. He HONKS, trying to 
               get around the jam. But it's no use.

               Then, up ahead, the cars start moving, shoved aside by massive 
               hands. It's Karl the Giant, clearing a path by brute force.

               Edward leans out the window and waves. Karl waves back.

               EXT. ASHTON RIVER - DAY

               The same stretch of the river where it all began. A CROWD of 
               more than 100 waiting.

                                     WILL (V.O.)
                         As we get closer to the river, we 
                         see everybody's already there. And I 
                         mean everybody.

               Amos Calloway is here with the circus folk, including Mr. 
               Soggybottom. We also find Edward's Mother and Father, the 
               Mayor, and many others from along the way. No one has aged a 
               day since we saw them last.

               While Ping scans the horizon, Jing nuzzles with her boyfriend, 
               Norther Winslow. It's Ping who first spots the Chevrolet.

                                     PING
                         He's here!

               The crowd CHEERS. The Ashton marching band PLAYS. Jenny Hill 
               smiles. So does the Old Woman.

               We PUSH IN on the Old Woman's glass eye, where we see...

               YOUNG EDWARD

               reflected. This is what he saw.

               INT. THE CHEVROLET - DAY

               Amazed, Will turns to his father.

                                     WILL
                         It's unbelievable.

                                     EDWARD
                         Story of my life.

               EXT. RIVERSIDE - DAY

               Will gets out of the Chevrolet, overwhelmed by the crowd. 
               Behind him, Sandra, Josephine and Dr. Bennett pull up. Karl 
               comes just after that.

               Crossing to the passenger side, Will lifts his father out. 
               Strangely, he's gotten even lighter. Will carries him easily.

               Edward pulls off his shoes, tying the laces together. He 
               hands them to Josephine. She throws them up at the powerline. 
               They loop over. APPLAUSE and CHEERS.

               The crowd parts to let Will and Edward get to the river. As 
               he passes, Edward shakes some hands, pats some people on the 
               cheek, and gives others a good poke in the ribs.

                                     WILL (V.O.)
                         And the strange thing is, there's 
                         not a sad face to be found. Everyone's 
                         just so glad to see you, and send 
                         you off right.

               Will walks into the river, up to his knees. He turns back so 
               his father can face the crowd. Edward waves.

                                     EDWARD
                         Goodbye everybody! Farewell! Adieu!

                                     THE CROWD (VARIOUS)
                         Goodbye Edward! / See ya! / We'll 
                         miss you!

               But one face is missing from the crowd -- Sandra. Will turns 
               to see she's already standing in the river beside them.

               The reflection of the light off the water gives Sandra an 
               unearthly glow. She's more tranquil and more beautiful than 
               we've ever seen her.

                                     EDWARD
                         My girl in the river.

               She kisses him. He tweaks her chin. The crowd HOLLERS in 
               approval, but their moment remains strangely private. Only 
               Will is there to witness.

               As the kiss ends, Edward tries to pull off his wedding ring. 
               But it's stuck. Finally, he sucks on it, pulling it free 
               with his teeth.

               A look to Will, a smile with a glint of gold. Will takes the 
               ring out of his mouth.

               Edward suddenly drops out of Will's arms with a SPLASH. For 
               he's no longer a man, but rather

               A FAT CATFISH

               swimming at his feet.

               We watch as the catfish circles, then heads for deeper water, 
               disappearing.

               Will and his mother stand knee-deep in the water, watching 
               Edward Bloom swim away into the sunlight. Josephine is back 
               on the shore, along with the entire crowd.

               MUSIC BUILDS to a climax, then...

               Down the river, a GIANT FISH suddenly jumps out of the water, 
               cutting a beautiful arc across the sunset. It then dives 
               back under with a SPLASH.

                                                         CROSSFADE BACK TO:

               INT. HOSPITAL ROOM - DAY

               Will has tears hanging in the corners of his eyes.

                                     WILL
                         You become what you always were. A 
                         very big fish.
                              (he smiles)
                         And that's the way it happens.

                                     EDWARD
                              (a whisper)
                         Yes. Exactly.

               Edward smiles, proud of both of them. His eyes are so pale 
               and so open, we can almost see his soul. In every atom of 
               his body, in every thought, Edward Bloom is entirely happy.

               And this is how he goes.

               INT. HOSPITAL HALLWAY - DAY

               Will shuts the door to his father's room behind him. The 
               walk to the payphones seems to take a lifetime.

               He finds a quarter, starts to dial. He has to squint to see 
               through the water in his eyes. It's ringing. And ringing. 
               The other end answers.

                                     WILL
                              (voice cracking)
                         Hi.

               That's all he can get out before the dam breaks inside him. 
               He presses closer to the phone, trying to shield himself.

               MUSIC begins that will carry us through the next passage.

               INT. HOSPITAL RECEPTION - DAY

               Will waits at reception as Sandra and Josephine come off the 
               elevator.

               INT. GUEST ROOM - DAY

               Josephine opens the curtains, letting white sunlight in. She 
               strips the bed.

               INT. BEDROOM - DAY

               Will and his mother pick out one of Edward's ties, for Will 
               to wear at the funeral. Will tries to button the cuffs on 
               the shirt he borrowed, but they're the kind that need links.

               He goes through the top drawer of the dresser, trying to 
               find a matching pair. Further down, he finds a ribbon tied 
               to

               THE KEY TO THE CITY.

               He smiles, disbelieving. It's a real thing.

               EXT. CEMETERY / ROAD - DAY

               Will helps his mother out of a black sedan. She's well-
               composed, not nearly the wreck we might have expected.

               Josephine hugs Dr. Bennett and shakes hands with his WIFE. 
               The service is crowded, more than 200 people, many more than 
               expected.

               As his mother talks to a WELL-WISHER, Will looks left to see 
               an Oldsmobile parking.

               CLOSE ON the license plates. Missouri.

               The passenger side opens, but the man who steps out is barely 
               visible over the door. He shuts it to reveal himself to be 
               70.

               It's Amos Calloway. Will doesn't recognize him.

               The Driver climbs out, a size 15 foot on the gravel. We TILT 
               UP to see this man is huge.

               This man is KARL, now 55. He's not 12 feet tall, but at least 
               six-eight.

               CLOSE ON Will, bewildered to see that this man really exists.

               EXT. CEMETERY / GRAVESIDE - DAY

               As the service gets ready to begin, Will guides his mother 
               to a seat near the grave.

               Sitting beside Will, Josephine spots a stunning ASIAN WOMAN 
               (50) behind them. A beat later, an identical face with glasses 
               peers out -- the woman's twin sister.

               It's PING and JING.

               Josephine almost GASPS. She elbows Will, who turns to look. 
               From this angle the sisters seem conjoined, but then Jing 
               steps forward. They're really two separate people. 

               A sea of familiar faces, all of them aged through the years: 
               BEAMEN, NORTHER WINSLOW, the MAYOR, and ZACKY PRICE.

               EXT. CEMETERY - DAY [LATER]

               After the service, we see the crowd gathered in small groups. 
               By the LAUGHTER and hand gestures, we can see they're telling 
               stories. They're telling Edward's stories.

               We find Will watching them.

                                     WILL (V.O.)
                         Have you ever heard a joke so many 
                         times you've forgotten why it's funny? 
                         But then you hear it again and 
                         suddenly it's new. You remember why 
                         you loved it in the first place.

               Will joins in, laughing.

               We slowly CIRCLE BEHIND a monument, letting it black out the 
               screen.

                                                             TRANSITION TO:

               EXT. BLOOM HOUSE BACKYARD - DAY [SUMMER]

               Will sits on the porch with Sandra and Josephine, watching 
               his SON play in the pool with two NEIGHBOR KIDS.

                                     SON
                              (to the other boys)
                         So he said he'd fight the giant who 
                         was fifteen feet tall.

                                     KID
                         No way.

                                     SON
                              (calling over)
                         Dad, that's right, isn't it?

                                     WILL
                         Something like that.

                                     SON
                         See. So he was a giant but my grampa 
                         was going to fight him because he 
                         wasn't afraid of anything because 
                         he'd seen how he was going to die in 
                         this old lady's glass eye...

               Will smiles as his son continues the tale, which FADES. Sandra 
               takes Will's hand in hers, just listening.

                                     WILL (V.O.)
                         That was my father's final joke I 
                         guess. A man tells his stories so 
                         many times he becomes the stories. 
                         They live on after him.

                                                              CROSSFADE TO:

               EXT. RIVER / UNDERWATER - DAY

               A fat and happy catfish swims towards us.

                                     WILL (V.O.)
                         And in that way, he becomes immortal.

               The fish passes us with a SPLASH.

               CUT TO BLACK.

                                         THE END