THE DEVIL WEARS PRADA



                             Written by

                        Aline Brosh McKenna



             Based on the novel by Lauren Weisberger




                                Shooting Draft - September 9, 2005
                               Blue Revisions - September 15, 2005
                               Pink Revisions - September 20, 2005
                                 Green Revisions - October 9, 2005
                               Yellow Revisions - November 9, 2005
                           Goldenrod Revisions - November 14, 2005
                               Salmon Revisions - December 9, 2005
                                              2nd Blue In Progress

       MUSIC UP

       FADE IN

       STEAM ON A MIRROR

1      ...wiped off by ANDY SACHS, 20's, pretty but not glamorous,            1
       smart but green, hair up in a towel, brushing her teeth. We
       intercut ANDY getting ready and...

       ... we see three or four other GIRLS getting ready too.

1A     A drawer filled with about forty lipsticks slides into                1A
       frame... One of the GIRLS carefully applies shiny lip gloss
       with a brush... ANDY puts on cherry Chapstick...

1B&C   A lacy thong floats through the air... one of the GIRLS pulls        1B&C
       it up her glossy legs... A comfy cotton pair of Jockey
       bikinis is tugged out of a pile... ANDY pulls them on...

1D     A gorgeous pair of slingback heels. One of the GIRLS pulls            1D
       the shoes on while her model handsome boyfriend reclines on
       crisp white sheets, watching her.

1E     A pair of comfortable wedges... ANDY dresses while NATE,              1E
       rumpled, unshowered, wearing an old Alice in Chains t-shirt,
       watches her, reclining in mismatched bed-in-a-bag sheets...

1F&G   A series of quick cuts... ANDY eats a full breakfast -- eggs,        1F&G
       bacon, bagel... One of the GIRLS carefully counts out seven
       almonds and pours a huge cup of black coffee...

1H&I   ANDY straightens a pile of newspaper clips from the Daily            1H&I
       Northwestern with the byline ANDREA SACHS and proudly tucks
       them into her hideous college-graduation-present briefcase...
       One of the GIRLS takes Listerine breath strips, keys and a
       Gucci moneyclip and shoves everything in a tiny Fendi clutch.

2      EXT. NEW YORK CITY -- DAY                                              2

       The GIRLS, looking flawless, fold their legs into taxis and
       town cars as ANDY trots down the street and into the subway.

3      INT. OFFICE BUILDING LOBBY -- DAY                                      3

       ANDY strides into an office building, confident. A GUARD
       stops her. Indicates she sign his clipboard. She signs in.

                             ANDY
                  What floor is Elias-Clarke? Human
                  Resources.

       Beat. The GUARD just looks at her. What?

                                                              (CONTINUED)
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3   CONTINUED:                                                            3


                           GUARD
                 Honey, you want West 57th.

4   EXT. 57TH STREET -- DAY                                               4

    ANDY runs, but she's moving against the pedestrian tide. We
    widen out to see ANDY, bucking the flow like a salmon going
    upstream.

    She gets to an intersection, starts to cross the street...

    ...and just misses being decked by a bike messenger.

5   EXT. ELIAS-CLARKE -- DAY                                              5

    ANDY sees a tower looming in front of her. Elias-Clarke.

    Streaming into the building are the polished GIRLS we saw in
    the opening... their heels click-clack on the concrete...

    They are the CLACKERS of Elias-Clarke. ANDY runs in.

6   OMITTED                                                               6

7   INT. ELIAS-CLARKE ELEVATOR -- DAY                                     7

    ANDY is a shrub in a CLACKER forest. One turns to another.

                           CLACKER #1
                 You look awesome today. I can't wear
                 cropped pants. I look like a whale.

                           CLACKER #2
                 Oh, please. I look terrible. I almost
                 called in fat today.

    ANDY looks at them, then down at herself. If they're fat,
    what am I? Ding! Elevator opens and ANDY exits.

8   INT. ELIAS-CLARKE HUMAN RESOURCES OFFICE -- DAY                       8

    ANDY sits across from SHERRY, 40's. On the wall are covers
    from the Elias-Clarke magazines -- a news magazine, a cooking
    magazine, a fitness magazine... and Runway.

    ANDY is unloading clips from her horrible briefcase.

                           ANDY
                 This article was about the Take Back
                 the Night march. This was a four-part
                 series on the impact of busing on the
                 public schools...

                                                            (CONTINUED)
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8    CONTINUED:                                                            8


     SHERRY holds up her finger to stop ANDY talking.

                            SHERRY
                  I have two positions available. One is
                  assistant to the road test editor of
                  Auto Universe magazine.

                            ANDY
                      (forces a smile)
                  And the other one--?

9    INT. RUNWAY RECEPTION AREA -- DAY                                     9

     Sleek, elegant, hard-edged chic. Behind the reception desk is
     an elegant logo that says RUNWAY. ANDY walks over.

                             ANDY
                  Hi, I have an appointment with Emily
                  Charlton--

                            EMILY (O.S.)
                  Andrea Sachs?

     (EMILY (and MIRANDA, later) pronounce ANDREA Ahn-DRAY-a. ANDY
     refers to herself as AN-dree-a.)

     ANDY turns and sees a taller, thinner and, amazingly, more
     groomed CLACKER. This is EMILY. She looks the part of the
     sleek fashionista, but is propelled by a core of barely
     tamped down anxiety. She examines ANDY.

                             EMILY (CONT'D)
                  Human Resources certainly has a
                  bizarre sense of humor.
                      (sigh, annoyed)
                  Follow me.

10   INT. RUNWAY HALLWAY -- DAY                                            10

     EMILY briskly walks ANDY down the hall.

                            EMILY
                  Okay, so... I was Miranda's second
                  assistant, but her first assistant
                  recently got promoted so now I'm the
                  first...

     ANDY glimpses an office in front of them, seductively bright.

                            ANDY
                  And you're replacing yourself.


                                                             (CONTINUED)
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10   CONTINUED:                                                             10


                            EMILY
                  I'm trying. Miranda sacked the last
                  two girls after only a few weeks. We
                  need to find someone who can survive
                  here. Do you understand?

                            ANDY
                  Yes. Of course. Who's Miranda?

                            EMILY
                      (eyes widening)
                  You didn't just ask me that. She's the
                  editor in chief of Runway. Not to
                  mention a legend. Work a year for her
                  and you can get a job at any magazine
                  you want. A million girls would kill
                  for this job.

                            ANDY
                  Sounds great. I'd love to be
                  considered.

     She smiles. EMILY tries to think how to break it to her.

                            EMILY
                  Andrea, Runway is a fashion magazine.
                  An interest in fashion is crucial.

                            ANDY
                  What makes you think I'm not
                  interested in fashion?

     EMILY gives her a look. ANDY smiles, like she has no idea
     what EMILY could mean.

     Suddenly, EMILY'S Blackberry goes off. She gasps.

                            EMILY
                  Oh my God. No. No, no, no.

                            ANDY
                  What's wrong?

11   EXT. ELIAS-CLARKE -- DAY                                               11

     A black sedan pulls to a sudden stop outside the building.

12   INT. RUNWAY - BULLPEN - DAY                                            12

     EMILY begins rapid-fire dialing four digit extensions.



                                                              (CONTINUED)
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12   CONTINUED:                                                          12


                            EMILY
                      (all but screaming)
                  She's on her way -- tell everyone!

     Just then a dapper man of about 40 walks briskly by.

                            NIGEL
                  I thought she was coming in at 9.

                            EMILY
                  Her driver text-messaged. Her
                  facialist ruptured a disk. God, these
                  people!

     NIGEL turns and sees ANDY. Looks at EMILY. Who is that?

                            EMILY (CONT'D)
                  I can't even talk about it.

     No time to discuss. NIGEL calls down the hallway.

                            NIGEL
                  All right, everyone. Man your battle
                  stations!
                      (beat, bewildered)
                  Did somebody eat an onion bagel?

     Behind him, ANDY tries not to look guilty.

13   EXT. ELIAS-CLARKE -- DAY                                            13

     The sedan door opens. We see only flashes of MIRANDA, what
     she's wearing, not the complete picture yet...

     ...Manolos, Chanel jacket, Van Cleef earrings...

14   INT. RUNWAY - BULLPEN -- DAY                                        14

     ASSISTANTS frantically push clothing rails out of the way.
     EDITORS race into their office.

     ANDY peers in. One of the EDITORS changes from kitten heels
     to sky-high stilettos...

     ...another pulls on a body shaper under her dress...

     ...another hurriedly dumps the remains of her breakfast --
     some cubes of cantaloupe -- into the trash...
                                                                      6.
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15   INT. ELIAS-CLARKE LOBBY -- DAY                                          15

     We watch MIRANDA walking through the lobby. We see PEOPLE
     react to her--

     GUARDS, ASSISTANTS and SECRETARIES cower, DISTINGUISHED
     EXECUTIVES bow their heads in respectful greeting.

     MIRANDA maintains a high rate of speed towards the elevator.

     She gets in. The CLACKER inside immediately leaps out.

                         CLACKER
               Sorry, Miranda.

     MIRANDA doesn't acknowledge her existence.

16   INT. RUNWAY - BULLPEN -- DAY                                            16

     EMILY races to the kitchen (right near their bullpen). Gets a
     glass, reaches into the fridge, pours a Pellegrino. Races
     into MIRANDA'S office. Races back out. Grabs an armful of
     magazines and newspaper from her desk and runs back into
     MIRANDA'S office.

17   INT. RUNWAY - RECEPTION AREA -- DAY                                     17

     ...MIRANDA steps out of the elevator and for the first time
     we see her head-on.

     MIRANDA'S look is so distinctive you can spot her a mile
     away. She is unlike any other beautiful woman, singularly
     MIRANDA.

18   INT. RUNWAY - BULLPEN       -- DAY                                      18

     EMILY types frantically into her computer, presses print,
     stands by the printer waiting, takes the paper out of the
     printer, puts it on a clipboard. Notices ANDY.

                         EMILY
               Oh no. You're still here. Go.

     ANDY gets up.

                         EMILY (CONT'D)
               No, stay. I don't want you walking
               past her. Just sit there and I'll pray
               she doesn't notice you marring the
               area.

     ANDY sits back down.

                                                               (CONTINUED)
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18   CONTINUED:                                                            18


                            ANDY
                      (to herself)
                  Wow, this is like self-esteem camp.

     The rest of the office continues its hubbub...

19   INT. RUNWAY - HALLWAY -- DAY                                          19

     ..until the moment MIRANDA enters the office from reception.

     Instantly, a quiet falls. Everyone looks calm and
     professional. Or fakes it.

     EMILY, phony smile on her face, trots down the hall to walk
     MIRANDA to her office.

                            MIRANDA
                  I don't understand why it's so
                  difficult to confirm an appointment.

                            EMILY
                  I'm so sorry, Miranda. I did confirm
                  last night, but--

                            MIRANDA
                  The details of your incompetence do
                  not interest me.

     MIRANDA gestures impatiently. EMILY hands her the clipboard.
     MIRANDA peruses it as they walk down the hall.

                            MIRANDA (CONT'D)
                  Tell Simone I'm not approving the girl
                  she sent in for the Brazil layout. I
                  wanted clean, athletic, and smiling
                  not dirty, tired and paunchy...

     EMILY follows her.

                            MIRANDA (CONT'D)
                  RSVP yes to the Michael Kors party --
                  the car will drop me at 9:30 and wait
                  until I leave at 9:45... Tell Natalie
                  at Glorious Foods for the fortieth
                  time -- no, I don't want the tortes
                  filled with warm rhubarb compote. I
                  want the chopped almonds.

     EMILY jots everything down.




                                                             (CONTINUED)
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19    CONTINUED:                                                            19


                             MIRANDA (CONT'D)
                   Call my ex-husband and remind him the
                   Parent-Teacher conferences at Dalton
                   are tonight. Then call my husband and
                   tell him to meet me for dinner at that
                   place I went with Massimo...

                             EMILY
                   Right.

                             MIRANDA
                   And tell Richard I saw the pictures of
                   for the feature on female paramedics
                   and they're all so unattractive. I
                   don't understand. How hard is it to
                   find a decent-looking paramedic?...
                   Also, I need to see what Nigel has
                   called in for Gwyneth's second cover
                   try...

      MIRANDA stops at EMILY'S desk, takes off her coat, dumps it
      on EMILY'S desk, walks past ANDY, seeming not to notice her.

                             MIRANDA (CONT'D)
                   Who is that?

      Damn. Did notice her. EMILY follows MIRANDA.

19A   INT. RUNWAY - MIRANDA'S OFFICE                                        19A

                             EMILY
                   Nobody. Human resources sent her up
                   about the assistant job and I was pre-
                   interviewing her for you, but--

                             MIRANDA
                   I'll do it. The last two you sent me
                   were total disappointments. Send her
                   in.

19B   INT. RUNWAY - BULLPEN -- DAY                                          19B

      EMILY walks out of MIRANDA'S office. Points at ANDY.

                             EMILY
                   She wants to see you.. Go go go....

      And before ANDY walks in, EMILY takes ANDY'S hideous
      briefcase and chucks it under a desk.
                                                                    9.
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20   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 20

     ANDY walks in. MIRANDA'S office is chic, clean, walls lined
     with photos by Avedon, Penn, Testino and Meisel.

     We see large framed photo of MIRANDA, her husband STEPHEN and
     her twin GIRLS, CASSIDY and CAROLINE, in the Hamptons.

     The iced Pellegrino sits on a coaster on the desk. A pile of
     magazines is fanned out precisely on a table.

                         MIRANDA
               Who are you?

     ANDY hands her resume to MIRANDA. MIRANDA ignores it.

                         ANDY
               My name is Andy Sachs. I recently
               graduated from--

                         MIRANDA
               What are you doing here?

                         ANDY
               I think I could do a good job as your
               assistant and--

     MIRANDA gives her a look.

                         ANDY (CONT'D)
                   (fast, blurting)
               I came to New York to be a journalist
               and I sent letters to everyone and I
               finally got a call from Elias-Clarke
               and met with Sherry in Human Resources
               and basically it's this or Auto
               Universe.

     ANDY stops, can't quite believe she said that. MIRANDA takes
     in this burst of honesty.

                         MIRANDA
               So you don't read Runway?

                           ANDY
               No.

                         MIRANDA
               And before today, you had never heard
               of me?



                                                             (CONTINUED)
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20   CONTINUED:                                                              20


                            ANDY
                  No.

                            MIRANDA
                  And you have no style or sense of
                  fashion.

                            ANDY
                  That depends on--

                            MIRANDA
                  That wasn't a question.

                            ANDY
                  I was Editor in Chief of the Daily
                  Northwestern. I won a national
                  competition for college journalists
                  with a series on the janitor's union --

     MIRANDA holds up her hand.

                            MIRANDA
                  That's all.

     ANDY, startled by the abruptness, keeps talking.

                            ANDY
                  --that uncovered the exploitation of--

     MIRANDA stares. ANDY abruptly stops talking. Heads for the
     door. Then she stops and turns.

                            ANDY (CONT'D)
                  Okay, you're right. I don't fit in
                  here. I'm not glamorous or skinny and
                  I don't know much about fashion. But
                  I'm smart, I learn fast and I will
                  work very hard.

     And... MIRANDA says nothing. Just then we hear a voice,
     someone heading into MIRANDA'S office.

                             NIGEL
                  We got the exclusive on the yellow
                  Cavalli for Gwyneth, the one he showed
                  with a huge feathered headpiece, but
                  she'll look like she's working the
                  mainstage at the Golden Nugget, so
                  instead...

     NIGEL stops when he sees ANDY.


                                                               (CONTINUED)
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20   CONTINUED: (2)                                                           20


                          ANDY
                    (to MIRANDA)
                Thank you for your time.

     She summons all her dignity and exits, walking past NIGEL,
     who looks at MIRANDA.

                          NIGEL
                Who IS that sad little person? Are we
                doing a Before and After piece I don't
                know about?

21   INT. ELIAS-CLARKE LOBBY -- DAY                                           21

     ANDY staggers out of the elevator, catching her breath.
     Suddenly she hears someone calling.

                            EMILY
                Andrea!

     ANDY turns. And sees EMILY.

22   INT. NATE'S RESTAURANT -- NIGHT                                          22

     Nothing fancy. The kind of place that refills your Sprite.

     ANDY is with two of her friends, DOUG and LILY. DOUG is built
     like a linebacker and very sweet. And her boyfriend, NATE,
     great looking, no vanity. He's the kind of guy who had his
     own radio show in college and played intramural rugby.

     It's the end of NATE'S shift and he's wearing his kitchen
     whites. There are just a few people left in the restaurant
     and at the bar.

                           NATE
                Wow. You got a job at a fashion
                magazine.
                    (beat)
                Was it a phone interview?

     ANDY laughs, smacks him playfully.

                          ANDY
                Don't be a jerk.

                          DOUG
                Miranda Priestly is famous for being
                unpredictable.




                                                                (CONTINUED)
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22   CONTINUED:                                                            22


                            ANDY
                  Okay, how is it that you know who she
                  is and I didn't?

                            DOUG
                  I'm actually a girl.

                            LILY
                  That would explain so much.

                            DOUG
                  Seriously, Miranda is a huge deal. I
                  bet a million girls would kill for
                  that job.

                            ANDY
                  Yeah, it's just that I'm not one of
                  them.

                            LILY
                  You have to start somewhere. Look at
                  this dump Nate works in. Paper
                  napkins? Hello?

                            NATE
                      (doesn't miss a beat)
                  And Lily works at that gallery doing--
                      (to LILY)
                  What the hell is it that you do?

                            DOUG
                  Lucky for me, I have my dream job.

                             NATE
                      (huh?)
                  You're a corporate research analyst.

                            DOUG
                  -- which totally rocks. The free
                  bagels on Thursday? The booze? The
                  whores?

     They look at him.

                            DOUG (CONT'D)
                  You're right. There are no bagels. And
                  only a few whores.

23   EXT. NATE'S RESTAURANT - STREET -- NIGHT                              23

     The pavement is shiny from a recent rain. It's a chilly night
     in March. ANDY and NATE walk home.

                                                             (CONTINUED)
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23   CONTINUED:                                                            23


                            ANDY
                  You should see the way the girls dress
                  at Runway. I'm not sure I have
                  anything to wear to work.

                            NATE
                  You're going to be answering phones
                  and getting coffee. You need a
                  ballgown for that?

                            ANDY
                  I think I might.

                            NATE
                  I think you look great. Always.

     She smiles. He pulls her in...

                            ANDY
                  You are so full of it.

     He laughs, and kisses her.

                            NATE
                  Come on. Let's go home. I can think of
                  something you can do without clothes.

     Just then a Lincoln Town Car comes barrelling up the street
     going way too fast, almost clipping them.

                             NATE (CONT'D)
                  Asshole!

     He and ANDY give the car the finger, laughing.

24   INT. ANDY AND NATE'S APARTMENT -- DAWN                                24

     Small, with a view of an air shaft. The bed's a futon. On the
     floor. ANDY and NATE are asleep.

     Dim light trickles in. NATE wakes up, pulls ANDY closer. Soon
     they're kissing. Their kisses become more urgent...

     ANDY'S cell phone rings, shrill, annoyingly upbeat. She feels
     around, finding the phone.

                            ANDY
                  Hello? Now?

     She looks over at the alarm clock which reads: 6:15 AM.
                                                                      14.
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25   INT. RUNWAY -- DAWN                                                      25

     EMILY is in the office.

                          EMILY
                Miranda decided to kill the Autumn
                Jacket story for September -- she's
                pulling up the Sedona shoot from
                October. You need to go into the
                office right this second. Pick up her
                coffee order on the way. Write this
                down.

26   OMITTED                                                                  26

27   INT. ANDY'S APARTMENT -- MORNING                                         27

     ANDY has tried on every bit of clothing she owns; there's a
     huge discard pile on the floor. Her closet is empty.

     She looks at her outfit in the mirror. And is promptly
     overcome by a wave of self-hatred. No time to fix it.

28   OMITTED                                                                  28

29   EXT. STARBUCKS -- DAY                                                    29

     ANDY, carrying a Starbucks tray loaded with coffee drinks and
     snacks, races up the street, sloshing coffee on her shoes.
     Her phone rings.

                          EMILY
                Where are you?

                          ANDY
                I'm almost there.

     She runs faster.

30   INT. RUNWAY - RECEPTION -- DAY                                           30

     ANDY steps out of one elevator as NIGEL exits the other. A
     beat. He realizes.

                            NIGEL
                No...

                          ANDY
                Yes. She gave me the job.




                                                                (CONTINUED)
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30   CONTINUED:                                                            30


                            NIGEL
                  Clearly my opinion means nothing.
                      (extends his hand)
                  Nigel Kipling. Fashion Director. Let's
                  see what we're working with.
                      (examining her outfit)
                  Wow. It's like Oklahoma and New Jersey
                  had a baby out of wedlock.

                            ANDY
                  Actually, I'm from Cincinnati.

                            NIGEL
                  No, it's not possible. Not you.

     As ANDY heads off down the hall...

                            NIGEL(CONT'D)
                  Welcome to the dollhouse, Baby.

31   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 31

     MIRANDA is standing by the door to her office as LUCIA, a
     beautiful Brazilian woman who is one of the Senior Editors,
     walks in with a couple of FASHION ASSISTANTS.

                            MIRANDA
                  Is there a reason my coffee is not
                  here? Was I unclear in some way?

     EMILY looks panicked.

32   INT. RUNWAY - BULLPEN -- DAY                                          32

     ANDY races down the hall, carrying the coffee to the bullpen.
     Before ANDY can even say hello--

                            EMILY
                  I hope you know this is a very
                  difficult job for which you are
                  totally wrong and if you mess up MY
                  head is on the chopping block.

     EMILY takes the coffee, brings it into MIRANDA'S office,
     walks back out to her desk.

                            EMILY (CONT'D)
                  Okay, first of all, you and I answer
                  the phones. The phone MUST be answered
                  every single time it rings.
                            (MORE)


                                                             (CONTINUED)
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32   CONTINUED:                                                            32
                            EMILY (CONT'D)
                  Phones roll to voicemail, she gets
                  very upset. If I'm not here, you are
                  chained to this desk.

                            ANDY
                  What if the building's on fire or my
                  appendix explodes or something?

                            EMILY
                  One time an assistant left the desk
                  because she sliced her hand open with
                  a letter opener. Miranda missed
                  Lagerfeld right before he boarded a 17
                  hour flight to Australia. She now
                  works at TV Guide.

                            ANDY
                  Man the desk at all times. Got it.

     The phone RINGS. EMILY picks it up.

                             EMILY
                  Miranda Priestly's office. She's not
                  available. I'll tell her you called.
                  Yet again.
                      (back to ANDY)
                  Remember, you and I have totally
                  different jobs. You run errands, you
                  get coffee, etcetera. I am in charge
                  of her schedule, her expenses, her
                  appointments. And, most importantly...
                      (big drumroll, she beams)
                  I get to go with her to Paris for
                  Fashion Week in the fall.

     EMILY points to her Arc de Triomphe screensaver.

                            EMILY (CONT'D)
                      (giddy)
                  I get to wear couture, go to all the
                  shows, all the parties, meet all the
                  designers. It's divine.
                      (sighs happily, then,
                       abruptly)
                            (MORE)




                                                             (CONTINUED)
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32   CONTINUED: (2)                                                         32
                          EMILY (CONT'D)
                Okay, stay here. I'm going to the art
                department to give them the Book.

     EMILY shows ANDY a thick scrapbook.

                          EMILY (CONT'D)
                The Book is a mock-up of everything in
                the current issue. We deliver it to
                Miranda's apartment every night and
                she returns it in the morning with her
                notes. The second assistant is
                supposed to do it, but Miranda is very
                private and doesn't like strangers
                going to her house. So until she
                decides you're not a psycho, I get the
                lovely task of waiting around for the
                Book.

                          ANDY
                How do I prove I'm not a psycho?

                          EMILY
                I have no idea.

     And with that, EMILY pivots and walks away. ANDY looks
     around, unsure.

                          ANDY
                Wait. What do I do if--

     EMILY keeps walking. And sure enough, the phone rings. ANDY
     looks at it.

                          ANDY (CONT'D)
                Oh no.
                    (takes a breath, picks up)
                Mrs. Priestly's office.
                    (beat, wincing)
                That's what I meant. Miranda
                Priestly's office.

     She searches around for a pen.

                           ANDY (CONT'D)
                She's in a meeting. Can I take
                message? I'm sorry. Can you spell
                Gabbana--
                    (they hang up)
                Guess not.

     She hangs up. Takes a breath. Okay. Got through one call.



                                                              (CONTINUED)
                                                                 17A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05
32   CONTINUED: (3)                                                       32


     Just then JOCELYN, the attractively tomboyish accessories
     editor, walks out of MIRANDA'S office.

                          JOCELYN
                Run-through at 3, shoot 8 am tomorrow.
                Of course. No problem.

     JOCELYN glares at ANDY.

                          JOCELYN (CONT'D)
                Who the hell does she think I am,
                Houdini?

                          ANDY
                Hi, I'm Andy, I'm the new--

                          JOCELYN
                Great. Fantastic. If you'll excuse me,
                I gotta go pull a bunch of fringe
                purses out of my ass.




                                                            (CONTINUED)
                                                                      18.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
32   CONTINUED: (4)                                                           32


     ANDY turns and sees NIGEL walking down the hall carrying a
     pair of stunning Dolce slingbacks. He holds out the shoes.

                          NIGEL
                I guessed 8 1/2.

                          ANDY
                That's very nice of you, but I don't
                need those. Miranda hired me. She
                knows what I look like.

                            NIGEL
                Do you?

                            MIRANDA
                Emily!

     We hear MIRANDA clearly. She's not yelling. She never yells.

                            MIRANDA (CONT'D)
                Emily!

                          NIGEL
                She means you.
                    (nudges her)
                Go.

     ANDY takes a deep breath.

33   INT. RUNWAY - MIRANDA'S OFFICE                                           33

     ANDY appears in the door. MIRANDA is talking to PAUL, the art
     director, who is showing her a layout.

                           MIRANDA
                It's too dark. I can't see any of the
                clothes...

                          PAUL
                ...I think he intended to use shadow
                to show the contours of the...

                          MIRANDA
                And what is this? I want the title of
                the layout to bleed over the left side
                of the photo...

                          PAUL
                I see, well, we needed room for the
                typeface to pick up the lines of the
                dress, which is cut on the bias, so
                we...

                                                                (CONTINUED)
                                                                  18A.
       The Devil Wears Prada    2nd Blue In Progress   12/00/05
33   CONTINUED:                                                            33


                            MIRANDA
                  No, no, no. That's not what I want. I
                  made that abundantly clear...

     MIRANDA looks up and sees ANDY.

                            MIRANDA (CONT'D)
                  There you are, Emily. How many times
                  do I have to scream your name?

                            ANDY
                  Actually, it's Andy.

     MIRANDA gives ANDY a look. And ANDY notices she's brought the
     room to a screeching halt.

                            ANDY (CONT'D)
                  My name is Andy. Andrea, but people
                  call me Andy.




                                                             (CONTINUED)
                                                                      19.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
33   CONTINUED: (2)                                                           33


                          MIRANDA
                What a fantastic story. So
                entertaining and full of useful
                information.

     MIRANDA looks at her. And smiles. Terrifying.

                          MIRANDA (CONT'D)
                I need ten or fifteen skirts from
                Calvin Klein...

                          ANDY
                What kind of--

                          MIRANDA
                Please bore someone else with your
                questions. Make sure we can get Pier
                59 at 8 am tomorrow... Remind Jocelyn
                I want to see a few of those satchels
                Marc is doing in the pony... And tell
                Simone I'll take Frankie if Maggie is
                not available tomorrow... And did
                Demarchelier confirm?

                             ANDY
                Demar--

                          MIRANDA
                Get him on the phone.

     As ANDY leaves --

                             MIRANDA (CONT'D)
                And Emily.

     ANDY turns.

                             ANDY
                Yes?

     And MIRANDA doesn't say anything. Just looks at ANDY'S shoes.
     Then back up at ANDY. Her message unmistakable.

34   INT. RUNWAY OFFICE - BULLPEN -- DAY                                      34

     ANDY flies out of MIRANDA'S office, races over to the desk,
     pulls on the Dolces. MIRANDA immediately calls out...

                          MIRANDA
                Do you have Demarchelier?



                                                                (CONTINUED)
                                                                     20.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
34   CONTINUED:                                                              34


     ANDY tries to look the name up in the address book on the
     computer.

                            ANDY
                  Demarchelier... Demarchelier...

     Just then EMILY appears behind ANDY. She dials the phone.

                            EMILY
                  I have Miranda Priestly calling.
                      (calls out)
                  I have Patrick.

     She flips the call to MIRANDA. Then turns to ANDY, who's
     slightly panicked.

                            ANDY
                  She called me in and asked me about
                  Pier 59. She said something about
                  Simone and Frankie and someone else.
                  And she needs skirts from Calvin
                  Klein. I think that's the most
                  important thing, but I couldn't tell.
                  Oh, and there was something about a
                  pony.

                            EMILY
                  Did she say which skirts?
                      (ANDY shakes her head No)
                  Did she say what kind?
                      (No.)
                  Color? Shape? Fabric?
                      (No. No. No.)

                            ANDY
                  I tried to ask her, but--

                            EMILY
                  You never ask Miranda. Anything.
                      (sighs)
                  All right, I'll take care of the other
                  stuff. You go to Calvin Klein.

                            ANDY
                  Me?

                            EMILY
                  I'm sorry. Do you have a prior
                  commitment? Is there some hideous
                  pants convention?



                                                               (CONTINUED)
                                                                     21.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
34   CONTINUED: (2)                                                          34


                          ANDY
                So I just, what, go down to the Calvin
                Klein store and ask them--

     EMILY rolls her eyes so hard they almost eject from her head.

                          EMILY
                You're not going to the store.

                          ANDY
                Of course not. I'm going... to his
                house.

                          EMILY
                    (oh god why me?)
                You are catching on quickly. We always
                send assistants to a designer's home
                on their very first day. You're going
                to his showroom. I'll give you the
                address.

                          ANDY
                Sorry. Got it. What's the nearest
                subway stop?

                          EMILY
                Good God. You do not. Under any
                circumstances. Take public
                transportation.

     On ANDY. I don't?

35   EXT. ELIAS-CLARKE -- DAY                                                35

     ANDY steps out. Sees a Black Lincoln Town Car. She smiles.

36   EXT. ELIAS-CLARKE/INT. TOWN CAR -- DAY                                  36

     ANDY rides uptown. She looks around -- the magazines, the
     tiny bottles of water, the little dishes of candy. The
     driver, ROY, looks at her in the mirror.

                          ROY
                Miranda's new assistant. Congrats.

                            ANDY
                Thanks.

     ANDY takes some candy.




                                                               (CONTINUED)
                                                                       22.
        The Devil Wears Prada        2nd Blue In Progress   12/00/05
36   CONTINUED:                                                                36


                               ROY
                  You know--

                            ANDY
                  You're going to say a million girls
                  would kill for my job.

                            ROY
                  Actually, I was going to say those
                  Jelly Beans are seven years old.

     ANDY puts the candy back.

37   EXT. CALVIN KLEIN SHOWROOM -- DAY                                         37

     ANDY looks up at the showroom. Her phone rings again.

                            MIRANDA (O.S.)
                  Are you there?

                            ANDY
                  I'm about to walk in. I'll call you as
                  soon as--

     Click. Her phone immediately rings again.

                            EMILY (O.S.)
                  While you're out... Miranda needs you
                  to go to Hermes and pick up twenty
                  five scarves we ordered for her.
                  Cassidy forgot her homework at Dalton,
                  pick that up. And Miranda went out to
                  meet with Meisel, she'll want more
                  Starbucks when she gets back.

     Click.

38   INT. CALVIN KLEIN SHOWROOM -- DAY                                         38

     LIZ, the sales rep, brings out a rack of skirts for ANDY.

                            LIZ
                  You must be new. Congratulations.
                  People would KILL for your job. I
                  would. I love Miranda. She's such an
                  icon. I've dealt with her a couple
                  times, but I'm sure she doesn't
                  remember.

     Just then ANDY'S phone rings.



                                                                 (CONTINUED)
                                                                         23.
           The Devil Wears Prada       2nd Blue In Progress   12/00/05
38     CONTINUED:                                                                  38


                              MIRANDA (O.S.)
                    What do they have?

       ANDY looks at the rack, searching for the right terminology.

                              ANDY
                    There's a um, variety of skirts. Let's
                    see...

       LIZ mouths "Is that her?" ANDY nods. LIZ smiles.

                              MIRANDA (O.S.)
                    Who's there? Who are you dealing with?

                              ANDY
                    I'm sorry. What's your name?

                                LIZ
                    Liz.

                                ANDY
                    It's Liz.

                              MIRANDA (O.S.)
                    Get away from her. She is useless and
                    unattractive. Ask for Ivan, tell him
                    we're doing a reshoot tomorrow and
                    need at least ten skirts.

       Click. ANDY looks at LIZ.

                              LIZ
                        (eager)
                    What did she say?

                              ANDY
                        (wincing)
                    Is Ivan in by any chance?

                              LIZ
                        (crushed)
                    I'll get him.

39 & 40 OMITTED                                                                39 & 40

41     INT. RUNWAY - BULLPEN -- DAY                                                41

       ANDY walks in, laden with stuff and more coffee and snacks.
       EMILY springs up.




                                                                   (CONTINUED)
                                                                   24.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
41   CONTINUED:                                                            41


                            EMILY
                  Oh my God. What took you so long? I
                  have to pee.

                            ANDY
                  You haven't peed since I left?

     Just then MIRANDA walks through, dumps her coat on ANDY'S
     desk and walks into her office.

                            EMILY
                  You do the coat.

     She points to the closet. ANDY quickly hangs up the coat.

                            EMILY (CONT'D)
                  Now, be prepared. The run-through is
                  at 12:30 and people are panicking, so
                  the phone is going to be ringing off
                  the hook.

                            ANDY
                  The run-through. Right.

     Clearly, she has no idea what a run-through is.

                            EMILY
                      (exasperated)
                  The editors bring in options for a
                  shoot and Miranda chooses. She chooses
                  every single thing in every single
                  issue. Run-throughs are a huge deal.

     And indeed ANDY can see EDITORS running in and out of their
     offices, rack of clothes and accessories flying.

                            ANDY
                  Is it always like this?

                            EMILY
                  No. Sometimes it's busy.

     Just then the tallest, thinnest and most intimidating
     CLACKER, the severely dressed, highly snobby SERENA, walks
     over.

                            EMILY (CONT'D)
                  After the loo, Serena and I are going
                  to lunch.
                      (to SERENA, re: ANDY)
                  This is her. The new me.


                                                             (CONTINUED)
                                                                 24A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05
41   CONTINUED: (2)                                                       41


     SERENA eyes ANDY with disbelief.

                          EMILY (CONT'D)
                I told you.

                          SERENA
                I thought you were kidding.

                          EMILY
                Oh, no. I was quite serious.

     EMILY turns to ANDY.

                          EMILY (CONT'D)
                I get twenty minutes for lunch, you
                get fifteen. When I come back, you can
                go.

     As ANDY watches EMILY and SERENA'S thin hips as they move
     down the hall, talking about how absurd ANDY looks.




                                                            (CONTINUED)
                                                                     25.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
41   CONTINUED: (3)                                                          41


                          ANDY
                You eat lunch?

42   INT. ELIAS-CLARKE CAFETERIA -- DAY                                      42

     A pasta bar. Deserted.

     A pizza station. Not a soul.

     A salad bar. Girls crowd the lettuce area, though no one's
     within a mile of the dressing region.

     ANDY races over to the deserted soup station. Quickly ladles
     some corn chowder into a bowl. NIGEL walks by with his tray.

                          NIGEL
                Corn chowder. Interesting choice.

     ANDY looks at him, confused.

                          NIGEL (CONT'D)
                You do know that cellulite is one of
                the ingredients of corn chowder.

     They walk over to the register, which has a long line. A few
     GIRLS are openly gaping, amazed that ANDY selected chowder.

                          ANDY
                None of the girls here eat anything?

                          NIGEL
                Not since 2 became the new 4 and 0
                became the new 2.

                            ANDY
                I'm a 6.

                          NIGEL
                Which is the new 14.

     ANDY dips a piece of bread in her chowder, eats it. Seeing
     this, two of the CLACKERS gasp in horror...

     Then ANDY notices she's dripped on her blouse. She dabs it.

                          NIGEL (CONT'D)
                Something tells me you've got more
                polyblend where that came from.

                          ANDY
                Okay. You think my clothes are
                hideous. I get it, okay?
                          (MORE)
                                                               (CONTINUED)
                                                                        26.
        The Devil Wears Prada         2nd Blue In Progress   12/00/05
42   CONTINUED:                                                                 42
                            ANDY (CONT'D)
                  But I'm not going to be working in
                  fashion forever. I don't see any
                  reason to change everything about
                  myself because I have this job.

                            NIGEL
                  You're right. That's what this multi-
                  million dollar industry is all about.
                  Inner beauty.

     Just then NIGEL'S phone rings. He picks up, listens.

                            NIGEL (CONT'D)
                  Miranda wants us upstairs. Chairman's
                  on his way down to her office.

     CLOSE ON... ANDY'S corn chowder and NIGEL'S salad being
     chucked in the garbage.

43   INT. ELIAS-CLARKE - ELEVATOR -- DAY                                        43

     ANDY and NIGEL get in. IRV RAVITZ is already riding up.
     NIGEL nods, deferential.

                            NIGEL
                  Mr. Ravitz.

                              IRV
                  Nigel.    Issue going well?

                            NIGEL
                  Our biggest September ever.

                            IRV
                  Great. I heard Miranda killed Autumn
                  Jackets and pulled up the Sedona
                  shoot. What's that costing me?

                            NIGEL
                  About 300,000.

                            IRV
                      (smiles)
                  Must have been some lousy Jackets.
                  But I'm sure she knows what she's
                  doing.

                              NIGEL
                  Always.

     IRV glances over at ANDY, offers his hand.



                                                                  (CONTINUED)
                                                                     26A.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
43    CONTINUED:                                                            43


                             IRV
                   Irv Ravitz.

                             NIGEL
                   I'm sorry... this is Andy Sachs,
                   Miranda's new assistant.

                             IRV
                   Congratulations, young lady. A
                   million girls would kill for that job.

      The elevator opens.       IRV nods to NIGEL and exits.

                             NIGEL
                       (to ANDY)
                   Chairman of Elias Clarke. You know
                   what they say, tiny man, huge ego.
                       (checks his watch)
                   We should have taken the stairs.

43A   OMITTED                                                               43A

43B   OMITTED                                                               43B
                                                                  27.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05




44   OMITTED                                                              44

45   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                45

     Accessories are spread out on the floor in basket trays.
     Clothes are on racks. MIRANDA clicks through the racks.

                          MIRANDA
                No... No... No... I swear I don't
                understand why it's so difficult for
                you to pull together a decent run-
                through. You had hours to prepare...
                    (continues clicking)
                Where are all the advertisers?

                          LUCIA
                We have some pieces from Banana
                Republic and--




                                                            (CONTINUED)
                                                                   28.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
45   CONTINUED:                                                            45


                            MIRANDA
                  We need more.

     MIRANDA holds up a skirt. Shows it to Nigel.

                            MIRANDA (CONT'D)
                  What do you think?

                            NIGEL
                  You know me. A full ballerina skirt
                  with a hint of saloon and I'm on
                  board.

                            MIRANDA
                  Is it too much like the--

                            NIGEL
                  --LaCroix from July? I thought of
                  that, but with the right accessories,
                  it could work...

     MIRANDA nods. He's right of course.

                            MIRANDA
                  Where are the belts for this skirt?

     JOCELYN races over and holds up two belts. MIRANDA studies
     them. ANDY looks at them too. To us, and to her, they look
     exactly the same.

                            JOCELYN
                  Tough call. They're so different.

     ANDY lets out a little giggle. And it's like she set off a
     grenade. Slowly everyone turns to her.

                            MIRANDA
                  Is something funny?

                            ANDY
                  No, no, no. It's just...

     And MIRANDA says nothing. ANDY twists in the wind.

                            ANDY (CONT'D)
                  It's just that both of those belts
                  look the same to me. I'm still
                  learning about this stuff, so--

     And the silence is deafening. Everyone looks to see what
     MIRANDA will do.


                                                             (CONTINUED)
                                                                 28A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05
45   CONTINUED: (2)                                                       45


                          MIRANDA
                This... stuff? Okay. I understand. You
                think this has nothing to do with you.
                You go to your closet and select, say,
                that lumpy blue sweater because you're
                trying to tell the world that you take
                yourself too seriously to care about
                what's on your body. What you don't
                know is that your sweater is not blue.
                It's not even sky blue. It's cerulean.
                You also don't know that in 2002, De
                La Renta did a collection of cerulean
                gowns, Yves St. Laurent showed a
                cerulean military jacket, Dolce did
                skirts with cerulean beads, and in our
                September issue we did the definitive
                layout on the color. Cerulean quickly
                appeared in eight other major
                collections, then the secondary and
                department store lines and then
                trickled down to some lovely Casual
                Corner, where you no doubt stumbled on
                it.
                          (MORE)




                                                            (CONTINUED)
                                                                  29.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05
45   CONTINUED: (3)                                                       45
                          MIRANDA (CONT'D)
                That color is worth millions of
                dollars and many jobs. And here you
                are, thinking you've made a choice
                that exempts you from the fashion
                industry. In truth, you are wearing a
                sweater that was selected for you by
                the people in this room. From a pile
                of stuff.

     She smiles at ANDY. Who quakes.

                          MIRANDA (CONT'D)
                That's all.

46   INT. ANDY & NATE'S APARTMENT -- NIGHT                                46

     ON ANDY at home, pacing. She changes out of her work clothes
     into sweats while NATE makes her what looks to be the
     tastiest grilled cheese in history.

                          ANDY
                You should have seen the look she gave
                me. I thought the flesh was going to
                melt off her face.

     NATE laughs.

                          ANDY (CONT'D)
                It's not funny. She could be the most
                horrendous person I've ever met. She's
                not happy unless everyone around her
                is panicked, nauseous or suicidal. And
                all the Clackers just WORSHIP her...
                    (off his confused look)
                They call them Clackers. Their
                stilettos in the marble lobby...
                clack, clack, clack...

     She pulls an ancient Northwestern sweatshirt over her head.
     She starts eating the grilled cheese, gesturing angrily with
     it as she talks.

                          ANDY (CONT'D)
                And they all act like they're curing
                cancer or something. The amount of
                time and energy they spend on things
                that DON'T MATTER!!! Poring over these
                minute details. And for what?
                          (MORE)




                                                            (CONTINUED)
                                                                     30.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
46   CONTINUED:                                                            46
                            ANDY (CONT'D)
                  So tomorrow they can spend an extra
                  300,000 dollars reshooting something
                  that was probably fine to begin with?
                  To sell people things they don't need?

     She puts down the sandwich.

                            ANDY (CONT'D)
                  God, I'm not even hungry anymore.
                  Maybe that's why everyone there is so
                  skinny.

                            NATE
                  Gimme that. There's about eight
                  dollars worth of Jarlsberg in there.

     He takes the sandwich, takes a bite.

                            ANDY
                  I just have to stick it out for one
                  year. Then I can do what I came to New
                  York to do. I can't let Miranda get to
                  me. I won't.

                            NATE
                  Easy, Killer.

                            ANDY
                  And give me that sandwich.

                            NATE
                  Oh, no way. It's mine now.

     She grabs it away from him. He chases her, trying to get it
     back.
     MUSIC UP. THE WORK MONTAGE.

47   INT. RUNWAY - BULLPEN -- DAY                                          47

     MIRANDA walks past ANDY. ANDY puts her best face on.

                            ANDY
                  Good morning, Miranda!

     Thwack!  Miranda's coat lands on Andy's desk.

                            MIRANDA
                  Get me Isaac.

     We see ANDY look through the computerized address book, find
     the number.

     Thwack! Another coat lands on ANDY'S desk.
                                                                    31.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05




47A    INT RUNWAY - MIRANDA'S OFFICE                                      47A

       IN HER OFFICE.

       MIRANDA pushes her plate of scrambled eggs across the desk.

                            MIRANDA
                  These eggs are frigid.

47B    EXT. DINER STREET -- DAY                                           47B

       CUT TO: ANDY runs out of the diner, sprinting, holding
       MIRANDA'S eggs.

47C    INT. RUNWAY BULLPEN -- DAY                                         47C

       Thwack! Another coat.

                            MIRANDA
                  Pick up the Polaroids from the
                  swimwear shoot.

47D    INT. STUDIO -- DAY                                                 47D

       ANDY opens the door onto in a narrow room filled with semi-
       naked women changing into bikinis.

       Someone points ANDY towards the STYLIST... on the other side.
       She picks her way across, trying not to stare and, in an
       effort to avoid brushing against a body part, she veers into
       a rack of clothing, sending it clattering into the wall.

47E    INT. RUNWAY BULLPEN -- DAY                                         47E

       Thwack! Another coat.

                            MIRANDA
                  The brakes in my car are making a
                  weird noise. Take it in.

47F    EXT. STREET --   DAY                                               47F

       CUT TO: ANDY, driving a Porsche up the street, brakes
       squealing. She's terrified.

47FA   INT. RUNWAY BULLPEN -- DAY                                         47FA

       Thwack! Another coat.

                            MIRANDA
                  We need the hat from the finale of the
                  Zac Posen show.
                                                                    32.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05




47FB   EXT. BRYANT PARK -- DAY                                            47FB

       We see ANDY carrying the "hat" -- a funny, over-the-top
       concoction (at least 30 inches tall, perhaps with a
       taxidermied bird in it or something such...). People stare.

47G    INT. RUNWAY BULLPEN -- DAY                                         47G

       Thwack! Another coat.

                            MIRANDA
                  The girls need new boogieboards for
                  spring break.

47H    INT. -- DAY                                                        47H

       ANDY walking down the street with two custom-painted boogie
       boards under her arm. ANDY'S phone rings. She picks up.

                            EMILY (V.O.)
                  They also need flip flops.

       ANDY does a 180 with the boogie boards, almost decking some
       people.

47I    INT. RUNWAY BULLPEN -- DAY                                         47I

       Thwack! Another coat.

                            MIRANDA
                  Pick up my shoes from Manolo.

47J    EXT. STREET -- DAY                                                 47J

       CUT TO: ANDY carrying a huge Manolo bag filled with shoe
       boxes...

47K    INT. RUNWAY - MIRANDA'S OFFICE -- DAY                              47K

                            MIRANDA
                  ...and while you're out, get Patricia.

47L    EXT. STREET -- DAY                                                 47L

       Widen out to reveal she's not only carrying the luggage,
       she's also fighting Patricia, a St. Bernard on a leash.

47M    INT. RUNWAY - BULLPEN                                              47M

       Thwack! Another coat! Thwack! Another coat! Thwack! Thwack!
       Thwack!
                                                                 32A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05




48   INT. RUNWAY - BULLPEN -- DAY                                         48

     ANDY is at her desk, exhausted, head in hands.

                          MIRANDA
                Get me Isaac!




                                                            (CONTINUED)
                                                                      33.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
48   CONTINUED:                                                               48


     And this time, without consulting the Rolodex or even lifting
     her head much, ANDY dials the number by heart.

                            ANDY
                  I have Isaac.

     Widen out to see EMILY. A beat.

                            ANDY (CONT'D)
                  Wow. Thank God it's Friday, huh?

     EMILY ignores her, busy assembling a stack of lookbooks to
     return to the Art Department.

                            ANDY (CONT'D)
                  My Dad's coming in from Ohio this
                  weekend. We're having dinner tonight.
                  Then we're seeing "Chicago"...

     EMILY says nothing.

                            ANDY (CONT'D)
                  You doing anything fun this weekend?

                            EMILY
                  Yes.

     EMILY walks away.

49   EXT. ANDY & NATE'S APARTMENT -- EVENING                                  49

     We see ANDY'S dad, RICHARD, distinguished, if a few pounds
     overweight, is ringing the doorbell to ANDY'S apartment.

     ANDY calls down.

                            ANDY
                  Dad! I'll be right down!

50   INT. UPSCALE RESTAURANT -- NIGHT                                         50

     ANDY and her DAD are at an upscale, quiet restaurant. He
     hands her an envelope.

                            RICHARD
                  Here. Don't want you to get behind
                  in your rent.

                            ANDY
                  How did you--
                      (realizes)
                  I'm gonna kill Mom. Thank you.

                                                                (CONTINUED)
                                                                   34.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
50   CONTINUED:                                                            50


     She tucks it in her purse. They smile at each other.

                            ANDY (CONT'D)
                  It's so good to see you. You want
                  to start grilling me now or should
                  we wait until after dinner?

                            RICHARD
                      (grins)
                  Thought I'd let you at least enjoy
                  the bread basket first.

                            ANDY
                      (smiles)
                  Oh, just go ahead.

                            RICHARD
                  We're just a little worried. We get
                  emails from you at your office at 2
                  am, your pay is terrible, you don't
                  get to write anything...

                            ANDY
                      (still trying to keep it
                       light)
                  Hey. Not fair. I wrote those e-
                  mails.

                            RICHARD
                  I'm just trying to understand why
                  someone who was accepted to
                  Stanford Law turns that down to be
                  a journalist and now you're not
                  even doing that--

                            ANDY
                  Oh please. Not this again.

                            RICHARD
                  Why did you even bother applying to
                  law school?

                            ANDY
                  Because it's what you wanted. This is
                  what I want.

                            RICHARD
                  This? Being a secretary?

                            ANDY
                  I'm an executive assistant.


                                                             (CONTINUED)
                                                                   35.
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50   CONTINUED: (2)                                                        50


                          RICHARD
                You hang coats, you go to Starbucks,
                you're a secretary, Andy.

                          ANDY
                You have to trust me. Being Miranda's
                assistant opens a lot of doors. Emily
                is going to Paris with Miranda in a
                few months, she'll meet editors and
                writers from every important magazine.

     But RICHARD still looks dubious.

                          ANDY (CONT'D)
                Dad, I swear. This is my break. This
                is my chance. This is my--

     Just then the cell phone rings. ANDY looks down at it.

                            ANDY (CONT'D)
                -boss.

     RICHARD looks at her.

                          ANDY (CONT'D)
                I have to get it.

     ANDY picks up her cell phone.

51   INT. MIAMI INTERNATIONAL AIRPORT -- NIGHT                             51

     MIRANDA is surrounded by crowds heading home for the weekend.

                          MIRANDA
                My flight is cancelled... Some absurd
                weather problem.

     She starts moving through the airport.

                          MIRANDA (CONT'D)
                I have to get home. Tonight. The twins
                have a recital at school tomorrow
                morning.

52   INT. UPSCALE RESTAURANT -- NIGHT                                      52

     RICHARD looks at ANDY.

                          ANDY
                Absolutely, Miranda. Let me see what I
                can do.


                                                             (CONTINUED)
                                                                   36.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
52   CONTINUED:                                                            52


     She hangs up, looks at RICHARD.

                            ANDY (CONT'D)
                      (apologetic)
                  I'm so sorry, Dad. I have to deal with
                  this.

53   EXT. STREET -- NIGHT                                                  53

     QUICK CUTS of ANDY on the cell phone as she and RICHARD walk
     through Times Square.

                            ANDY
                  I need a jet from Miami to New York...
                      (jump cut)
                  A jet, any kind of jet...
                      (jump cut)
                  Yes, tonight, right now.
                      (jump cut)
                  From Miami to New York.
                      (jump cut)
                  As soon as possible. Please call me
                  back as soon as the situation changes.
                      (jump cut)
                  I'm trying, Miranda. No one is flying
                  out because of the weather.

     Throughout, ANDY gestures to her Dad... I'm sorry. This will
     just take a second.

54   INT. MIAMI INT'L AIRPORT -- NIGHT                                     54

     MIRANDA looks out the window at the squall.

                            MIRANDA
                  Please. It's just drizzling. Someone
                  must be getting out. Call Donatella
                  and get her jet. Call everyone with a
                  jet -- Irv, Armani...

                            ANDY (O.S.)
                  But--

     And MIRANDA hangs up.

55   EXT. THEATER -- NIGHT                                                 55

     A few minutes later. ANDY stands there, clutching her phone,
     thinking...

                            RICHARD
                  Andy, come on. Let's go in.

                                                             (CONTINUED)
                                                                   37.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
55   CONTINUED:                                                            55


                            ANDY
                  I've done everything I could think of.
                  I don't know what else to do.

     ANDY's phone rings again. RICHARD looks at her.

                            ANDY (CONT'D)
                  I'm sorry, Dad.
                      (she picks up)
                  Miranda, you don't understand. Even if
                  I get you a plane, they won't let you
                  take off tonight and--

                            MIRANDA
                  Emily. Stop making excuses. GET ME
                  HOME.

     She hangs up.

                            ANDY
                  Oh my God. She is going to murder me.

                            RICHARD
                  Would it help if I talked to her?

56   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 56

     ANDY stands in front of MIRANDA'S desk, cowed.

                            MIRANDA
                  The girls' recital was wonderful. They
                  played Rachmaninoff and everyone loved
                  it. Except for me... because I was not
                  there.

                            ANDY
                  I'm so sorry, Miranda.

     MIRANDA turns away from the window to look at ANDY.

                            MIRANDA
                  Do you know why I hired you?

     ANDY shakes her head. MIRANDA turns to face her.

                            MIRANDA (CONT'D)
                  I always hire the same girl, stylish,
                  slender, worships the magazine. And
                  often they turn out to be
                  disappointing and stupid.

     ANDY blanches.

                                                             (CONTINUED)
                                                                       38.
        The Devil Wears Prada        2nd Blue In Progress   12/00/05
56   CONTINUED:                                                                56


                            MIRANDA (CONT'D)
                  But you, with your fancy resume and
                  your big speech about your so-called
                  work ethic-- I thought you would be
                  different. I thought, go ahead, take a
                  chance, hire the smart, fat girl.

     ANDY'S eyes widen (she's not even remotely fat, of course.)

                            MIRANDA (CONT'D)
                  I had hope. I always have hope. But
                  you're as disappointing as anyone
                  else.

                            ANDY
                  I did everything I could think of--

                            MIRANDA
                  That's all.

     And she goes back to her work. ANDY stands there a second,
     then leaves. And we see her eyes start to well.

57   INT. RUNWAY - BULLPEN -- DAY                                              57

     ANDY comes out of the office, biting back tears. She
     immediately starts running down the hall.

                            EMILY
                  Excuse me, where do you think you--

     ANDY keeps running.

58   INT. RUNWAY - NIGEL'S OFFICE -- DAY                                       58

     ANDY walks in, very upset. NIGEL looks up, surprised.

                            ANDY
                  She hates me, Nigel.

                            NIGEL
                  And that's my problem because -- wait,
                  no. Not my problem.

                            ANDY
                  I need your help. I don't know what to
                  do. It's like I'm completely beneath
                  her contempt.

                             NIGEL
                  So quit.


                                                                 (CONTINUED)
                                                                  38A.
       The Devil Wears Prada    2nd Blue In Progress   12/00/05
58   CONTINUED:                                                            58


     She looks at him. What?

                            NIGEL (CONT'D)
                  We could replace you in five minutes.
                  With someone who really wants this
                  job.

                            ANDY
                  That's not fair. I'm lucky to be
                  working for Miranda -- I didn't get
                  that at first, but I do now. I want to
                  be here. But it just seems like no
                  matter how hard I try, I don't do
                  anything right.




                                                             (CONTINUED)
                                                                   39.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
58   CONTINUED: (2)                                                        58


                          NIGEL
                Andy, please. Be serious. You're not
                trying. You're whining.

     She looks shocked.

                          NIGEL (CONT'D)
                You want me to say poor you, Miranda
                is picking on you? She's just doing
                her job. Wake up, Six. You're working
                at the place that first published some
                of the major artists of the century --
                Halston, De La Renta, Lagerfeld. And
                what they made is cooler than art,
                because you live your life in it -- I
                mean, not you, but some people. This
                is not just a magazine. It's a shining
                beacon of hope for, oh, I don't know,
                say a young boy growing up in Rhode
                Island with six brothers, pretending
                to go to soccer practice when he was
                actually at sewing class and reading
                Runway at night under the covers with
                a flashlight.

     He picks up steam as he talks.

                          NIGEL (CONT'D)
                You have no idea how many legends have
                walked these halls and what's worse,
                you don't care. Because this is a
                "stepping stone" for you. This place,
                that people would die to work, you
                deign to work. And you want to know
                why she doesn't give you a kiss on the
                forehead and put a gold star on your
                homework?

                          ANDY
                Okay, fine!

     He looks at her.

                          ANDY (CONT'D)
                You're right. I'm screwing this up.
                And I know this could be a big break
                for me. I'm going to try harder, I
                promise. But there's one thing I can't
                do by myself.

     She looks at him. He realizes what she's asking.


                                                             (CONTINUED)
                                                                   40.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
58   CONTINUED: (3)                                                        58


                          NIGEL
                Oh, no. No way...

                          ANDY
                You do it with the other girls.

                          NIGEL
                The other girls are different. They
                really want it.

                          ANDY
                Please, Nigel. Don't make me beg...

     He looks at her, thinking...

59   INT. RUNWAY - CLOSET -- DAY                                           59

     NIGEL swings open the door to...

     ...a large room piled high with shoes, bags, clothes, furs,
     jewelry. ANDY follows, looking around at everything.

                          NIGEL
                I don't know what you expect me to do.
                These are all sample sizes -- 2 and 4.

     He thinks, hands her an item.

                          ANDY
                A... poncho?

                          NIGEL
                You'll take what I give you and you'll
                like it.

     He looks around, assessing everything with a practiced eye.
     Then he starts flings clothing at ANDY.

                          NIGEL (CONT'D)
                Versace peasant skirt -- we can pull
                it up, belt it, make it a dress... Miu
                Miu boyfriend cardigan... Alberta
                Ferretti dress -- smocked, very
                forgiving. And let's find you some
                Chanel. You're in desperate need of
                Chanel.

     As she catches the clothing.




                                                             (CONTINUED)
                                                                   41.
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59   CONTINUED:                                                            59


                            NIGEL (CONT'D)
                  Don't just stand there. We have to get
                  you to the beauty department too. And
                  God knows how long that will take.

60   INT. RUNWAY - BULLPEN -- DAY                                          60

     EMILY is talking to SERENA.

                            EMILY
                  I have no idea why Miranda hired her.

                            SERENA
                  Me, neither. The other day we were in
                  the Beauty Department and she held up
                  the Shu Uemura eyelash curler and said
                  "What is this?"

     They laugh at the total absurdity of this.

                            EMILY
                  I knew from the moment I saw her that
                  she was a complete and utter--

     And suddenly ANDY appears in her gorgeous clothes, her make-
     up impeccable, hair soft, loose and pretty.

     She looks grown-up, sexy and above all sophisticated.

                            EMILY (CONT'D)
                      (voice trailing)
                  --disaster.

     ANDY sits down at her desk, pretends she didn't hear her.
     EMILY is still staring. ANDY'S phone rings.

                            ANDY
                  Miranda Priestly's office. She's not
                  in. I'll leave word.

     She hangs up. EMILY is still gaping.

                            ANDY (CONT'D)
                      (in EMILY'S posh accent)
                  Can I help you, luv?

61   EXT. NATE'S RESTAURANT -- NIGHT                                       61

     ANDY waits for NATE outside his restaurant in the alley. He
     walk out, bantering with a couple other cooks. He starts to
     walk away, going...


                                                             (CONTINUED)
                                                                  41A.
       The Devil Wears Prada    2nd Blue In Progress   12/00/05
61   CONTINUED:                                                            61


     ...right past ANDY. Stops. Walks back a few steps.

     He looks her up and down, stunned.

                            ANDY
                  What do you think?

                            NATE
                  I think we better get out of here
                  before my girlfriend sees me with you.

     She smiles, grabs his hand and walks him down the alley. To
     where her town car is waiting.




                                                             (CONTINUED)
                                                                     42.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05
61      CONTINUED: (2)                                                       61


                             ANDY
                   Wanna lift, stranger?

        MUSIC UP. THE MAKEOVER MONTAGE.

62      EXT. ANDY & NATE'S APARTMENT -- DAY                                  62

        We see ANDY exit her apartment, wearing a fabulous outfit...
        she walks behind a newsstand, emerging from the other side...
        in a completely different fabulous outfit...

62A&B   EXT. SUBWAY -- DAY                                                 62A&B

        She goes into the subway, then comes out of the subway in yet
        another great outfit...

62C&D   EXT. STARBUCKS -- DAY                                              62C&D

        She enters Starbucks... emerges wearing another outfit, heads
        down the street... and walks behind a bus, emerging from the
        other side in one more fantastic outfit...

62E     EXT. ELIAS-CLARKE -- DAY                                            62E

        Each outfit over the course of the montage improves on the
        one before... until we see ANDY walking in the plaza of Elias-
        Clarke, indistinguishable now from all the other CLACKERS.

62F     INT. RUNWAY - RECEPTION - DAY                                       62F

        Andy walks through the reception area, walks behind a wall,
        and continues through the hallway in another fabulous outfit.

63      INT. RUNWAY - MIRANDA'S OFFICE                                       63

        ANDY enters. Sets a glass of Pellegrino down on the table.
        Just then MIRANDA enters, on the cell phone.

                             MIRANDA
                   The gowns are fabulous, Ralph. We're
                   using the burgundy for the cover try
                   and the lemon chiffon for the goddess
                   story.

        And just then she looks up and sees ANDY. The transformed
        ANDY. And her reaction of approval is tiny, but it's there.

        Of course she keeps talking like she didn't notice a thing.

64      OMITTED                                                              64
                                                                 42A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05




65   INT. BAR -- NIGHT                                                    65

     ANDY joins her friends and NATE. She plops an expensive,
     fancy Bang & Olufsen phone on the table.

                          ANDY
                Bang & Olufsen. Charlie Rose sent it
                to Miranda for her birthday.
                          (MORE)




                                                            (CONTINUED)
                                                                     43.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
65   CONTINUED:                                                              65
                            ANDY (CONT'D)
                  I looked it up online. It's 750
                  dollars. She doesn't want it, so Emily
                  told me to keep it. Oprah sent a
                  present. So did Jessica Simpson. And
                  Nelson Mandela.

                            NATE
                  All for a woman who doesn't need
                  anything. Perfect.

     She reaches into her bag, hands out perfume, cosmetics. Etc.

                            ANDY
                  Here... A bunch of Kiehl's, some Mason
                  Pearson hair brushes...

                            DOUG
                  Dammit, I love your job.

     DOUG picks up one of the perfume bottles and is about to
     spray it on his hand when ANDY stops him.

                            ANDY
                  It's called "Pink". For women.

                            DOUG
                  Men can be pink. I have a pink side.

                            LILY
                  Please. We're eating.

     ANDY hands LILY a blue purse. LILY gasps.

                             LILY (CONT'D)
                  Where did you get this? This is the
                  new Marc Jacobs, sold out everywhere.
                  It's nineteen hundred dollars. I can't
                  take this.

     But LILY'S already happily transferring her things from her
     old purse into the new one.

                            ANDY
                  Sure you can.

                            NATE
                  Why do women need so many bags? You
                  get one, it holds all your junk,
                  aren't you done?




                                                               (CONTINUED)
                                                                     44.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
65   CONTINUED: (2)                                                          65


                          DOUG
                Fashion is not about utility, Nate. An
                accessory is merely a piece of
                iconography used to express individual
                identity.

                          LILY
                And it's preeeetty.

                            DOUG
                That too.

                          ANDY
                Thing is, it turns out there's a lot
                more to Runway than fancy purses...
                you know who's coming into the office
                Friday? John Updike.

                          NATE
                Why, does he need a sweater?

     They all laugh. ANDY plucks the current issue of Runway out
     of her purse.

                          ANDY
                    (a bit peeved)
                Look, there's a piece by Jay
                McInerney, an essay by Joan Didion, an
                interview with Christiane Amanpour
                oh...

                          NATE
                Look who's drinking the KoolAid.

     She gives him a look. Just then ANDY'S cell phone rings.
     MIRANDA. NATE grabs it.

                          ANDY
                Give me the phone.

     He checks the name on the phone.

                          NATE
                Oh, look. The Dragon Lady. Of course.

                          ANDY
                Give me the phone.

     ANDY grabs for the phone. NATE tosses it to LILY.




                                                               (CONTINUED)
                                                                     45.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05
65     CONTINUED: (3)                                                          65


                             LILY
                   I'll talk to her. Tell her she needs
                   to get her own scrambled eggs.

       She tosses it to DOUG. ANDY practically tackles him, grabs
       the phone away.

                             ANDY
                   Come on, guys. Give me the phone!

       They are all stunned by her vehemence. Including ANDY.

                               ANDY (CONT'D)
                   Hello, Miranda.
                        (beat)
                   Fine. No problem. I'm leaving right
                   now.
                        (hangs up)
                   You guys didn't need to be such
                   assholes.

       She exits. And all her friends exchange a look.

66 & 67 OMITTED                                                            66 & 67

68     EXT. JAMES HOLT'S LOFT -- NIGHT                                         68

       ANDY pulls up in front of a loft building in Tribeca.

69     INT. JAMES HOLT'S LOFT -- NIGHT                                         69

       ANDY rings the buzzer. No answer but she can hear VOICES
       behind the door. She pushes it and it opens. Inside is a loft
       with a party going on.

       ANDY looks around -- it's one of those New York parties you
       think you'll never be invited to. She walks over to one of
       the super hot women.

                             ANDY
                   I'm looking for James Holt...

       She points to a handsome man by the window. JAMES HOLT, one
       of the top designers, 40's, muscular, tan, impeccable.

       ANDY walks over to him.

                             ANDY (CONT'D)
                   Hi, I'm Andy. I'm picking up for
                   Miranda Priestly.



                                                               (CONTINUED)
                                                                      46.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
69   CONTINUED:                                                               69


                            JAMES
                  You must be the new Emily. Let me see.

     He checks her out. Looks at her handbag.

                            JAMES (CONT'D)
                  Open-woven leather, pieced by hand and
                  finished with a suede trim. Who made
                  this fantastic thing?

                            ANDY
                  You.

                            JAMES
                  Duh.

     He hands her a folio with a handle.

                            JAMES (CONT'D)
                  It's a sketch of Miranda's dress for
                  the benefit, the centerpiece of my
                  spring collection. Top secret stuff.

     ANDY takes the folio.

                            ANDY
                  I'll guard it with my life.

                            JAMES
                  Come on. You work for Miranda, you
                  must be in desperate need of hard
                  liquor.

     He walks her to the bar. She tries not to stare at the party
     GUESTS... is that Lenny Kravitz? Is that Julian Schnabel?

                            JAMES (CONT'D)
                      (to the BARTENDER)
                  She'll have the punch.
                      (hands her the punch)
                  It's deadly. Have fun!

     And he walks away. ANDY clutches the glass of punch.

                            CHRISTIAN
                  He's right. I had the punch at James's
                  last party, woke up in Hoboken wearing
                  nothing but boxers and a cowboy hat.

     She looks over. Sees a great-looking, sophisticated man in
     his 30's who has an air of mischief. CHRISTIAN THOMPSON.


                                                                (CONTINUED)
                                                                  47.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05
69   CONTINUED: (2)                                                       69


                          ANDY
                Hi. I, um... I have to go.

                          CHRISTIAN
                But you want to stay. You've never
                been to a party like this.

                          ANDY
                God, I love it when total strangers
                tell me how I feel.

                          CHRISTIAN
                That's my way.
                    (extends his hand)
                Christian Thompson.

                          ANDY
                Christian Thompson? You're kidding.
                You write for every magazine I love. I
                actually reviewed your collection of
                essays for my college paper.

                          CHRISTIAN
                Did you mention my good looks and
                killer charm?

                          ANDY
                No, but I did point out some factual
                errors and a penchant for
                confessional semi-fiction that borders
                on self-indulgent.

                          CHRISTIAN
                You and the Times.
                    (laughs)
                And what do you do?

                          ANDY
                Well, I want to work somewhere like
                the New Yorker or Vanity Fair. I'm
                also a writer, but--

                          CHRISTIAN
                Is that right? I should read your
                stuff. Send it over.

                           ANDY
                Thank you. That would be great.
                Anyway, for now I'm Miranda Priestly's
                assistant.

     And his expression immediately changes.

                                                            (CONTINUED)
                                                                      48.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
69   CONTINUED: (3)                                                           69


                          CHRISTIAN
                You're kidding. Oh, that's too bad.
                You'll never survive Miranda.

                             ANDY
                Excuse me?

                          CHRISTIAN
                You're smart, you're nice, you have a
                point of view. You can't do that job.

     ANDY hands him her glass of punch.

                          ANDY
                I have to go.

     She starts to leave.

                          CHRISTIAN
                Let me guess. You have a boyfriend
                waiting. From... not high school...
                college? Nice-looking guy, devoted,
                about to ask you to move in with him,
                but you're not sure...

     She stares at him. Appalled. And, you know, intrigued.

                          ANDY
                You. Are not a nice person.

                          CHRISTIAN
                Nice to meet you, Miranda girl.

     He walks away. Steam practically pours out of her ears.

                          ANDY
                For your information, he's really
                handsome. And we already live
                together!

     This doesn't cause him to turn around, though it does cause a
     few other people to stare. ANDY walks away, embarrassed.

70   EXT. ANDY & NATE'S APARTMENT -- NIGHT                                    70

     ANDY'S walking back towards her and NATE'S apartment, holding
     the folio. She crosses paths with NATE.

                          NATE
                You got the nuclear briefcase from the
                undisclosed location. I'm proud of
                you.

                                                                (CONTINUED)
                                                                   49.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
70   CONTINUED:                                                            70


                            ANDY
                      (surprised)
                  Where are you going?

                            NATE
                  Doug and some of his banker buddies
                  are playing Texas Hold `Em at his
                  apartment. Gonna go get me some of
                  that Wall Street cash.

                            ANDY
                  But I came back so we could hang out.

                            NATE
                      (lightly)
                  Man, I'm sorry. You didn't make that
                  crystal clear when you stormed off
                  after calling me an asshole.

                            ANDY
                  Okay, look, I'm sorry about that--

     He gives her a kiss.

                            NATE
                  I'll see you later, okay?

     Just then NATE'S cell phone rings. NATE picks up.

                            NATE (CONT'D)
                  Hello?
                      (the way ANDY talks to
                       MIRANDA)
                  Sure, Doug! I'll get on it ASAP! A six-
                  pack? No problem. Budweiser or
                  Michelob? Chilled? Of course...

     ANDY looks at him, hand on hip as he walks away. Very funny.

71   OMITTED                                                               71

72   INT. RUNWAY - MIRANDA'S OFFICE -- LATER -- DAY                        72

     We see MIRANDA, studying the sketches JAMES sent over, spread
     out in the folio.

                            MIRANDA
                  Emily!

     ANDY walks into MIRANDA'S office.



                                                             (CONTINUED)
                                                                     50.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05
72     CONTINUED:                                                              72


                              MIRANDA (CONT'D)
                    Call James Holt's office. Tell them I
                    want to move the preview to today at
                    12:30. And tell everyone else. Be
                    ready to leave in half an hour.

73 & 74 OMITTED                                                            73 & 74

75     INT. RUNWAY - HALLWAY -- DAY                                            75

       NIGEL looks surprised.

                              NIGEL
                    They're not expecting us until
                    Tuesday. Did she say why?

                              ANDY
                    Yes, she explained every detail of her
                    decision-making, then we brushed each
                    other's hair and gabbed about American
                    Idol.

                              NIGEL
                    I see your point.

76     EXT. STREET -- DAY                                                      76

       MIRANDA and ANDY ride along in heavy traffic. MIRANDA is
       tapping her foot, impatient.

                              ANDY (O.S.)
                    What's a preview, anyway?

                               NIGEL (O.S.)
                    Miranda insists on seeing all the
                    designer's collections before they
                    show them.

                              ANDY (O.S.)
                    And she tells them what she thinks?

                              NIGEL (O.S.)
                    In her way. There's a scale. One nod,
                    good. More than one nod -- very good.
                    There is only one actual smile on
                    record -- Tom Ford, 2001. If she
                    doesn't like it, she shakes her head.

76A    INT. TOWN CAR -- DAY                                                   76A

       Finally she leans forward to HENRY, the driver.


                                                               (CONTINUED)
                                                                        51.
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76A    CONTINUED:                                                                76A


                              MIRANDA
                    Just let us out here.

       She gets out. ANDY scrambles to grab her stuff and follow.

77     INT. RUNWAY - DAY                                                          77

       NIGEL shakes his head.

                              NIGEL
                    And then there's the pursing of the
                    lips.

                              ANDY
                    What does that mean?

                              NIGEL
                    Catastrophe.

78 & 79 OMITTED                                                               78 & 79

80     INT. JAMES HOLT'S LOFT -- DAY                                              80

       MIRANDA walks in the elevator. ANDY hesitates, unsure if
       she's permitted to be in the elevator with her. Okay, fine.

81     INT. JAMES HOLT'S ELEVATOR -- DAY                                          81

       Beat. MIRANDA and ANDY ride up together.

                               ANDY
                    Last time I was here, James was having
                    this cool party and--
                         (off MIRANDA's look)
                    --and this is why you don't like
                    people riding up in the elevator with
                    you.

       MIRANDA smiles a tight little smile. Precisely.

82     EXT. JAMES HOLT'S LOFT -- DAY                                              82

       Another town car pulls up and NIGEL, LUCIA, JOCELYN and some
       of the other Runway editors and assistants pile out.

83     INT. JAMES HOLT'S LOFT -- DAY                                              83

       MIRANDA walks in. JAMES is standing there with his staff and
       his Public Relations team. JAMES is clearly buzzing.

                              JAMES
                    Miranda. Great to see you.

                                                                  (CONTINUED)
                                                                      52.
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83   CONTINUED:                                                               83


     MIRANDA diligently kisses both of his cheeks.

                            JAMES (CONT'D)
                  You got the sketches for your dress.

                            MIRANDA
                  Yes. I did.

     Beat. And she conspicuously does not say she liked them.

                               MIRANDA (CONT'D)
                  Thank you.

     And her tone is very remote. And now we can see JAMES really
     start to quake.

     MIRANDA arranges herself on the Mies daybed, legs folded,
     ramrod straight. The other RUNWAY editors -- NIGEL, JOCELYN
     and LUCIA and their assistants, stand behind MIRANDA.

     JAMES and his people stand off to the side as a few fit
     MODELS begin walking out in various outfits.

                            JAMES
                  This season I started to think about
                  the intersection of East and West...

     No one in the room watches anything except -- MIRANDA'S
     reaction.

     As JAMES speaks, we dissolve from outfit to outfit. JAMES is
     trying desperately to impress MIRANDA. He's practically tap-
     dancing.

                            JAMES (CONT'D)
                  I didn't want to do, say, a blonde in
                  a kimono. It's more about capturing
                  the Eastern sensibility in the Western
                  woman. Kind of Uma Thurman in Kill
                  Bill in a kick ass dress with an obi
                  belt. The modern woman as Geisha meets
                  rock star, with a little Desperate
                  Housewives thrown in.

     Suddenly, there's a glimpse of movement from Miranda -- could
     it be a nod? Everyone holds their breath.

     No, she's just straightening her glasses.

                            JAMES (CONT'D)
                  And this, of course, is the dress
                  we're making for you.

                                                                (CONTINUED)
                                                                   53.
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83   CONTINUED: (2)                                                      83


     An overly busy red dress with too many fashion ideas being
     attempted at one time.

                          JAMES (CONT'D)
                A lush Asian fabric, tailored, but
                with a bit of movement to work against
                the modernism.

     And suddenly, there it is, the kiss of death. The dreaded
     pursing of the lips.

84   EXT. STREET -- DAY                                                  84

     The Runway team files out, MIRANDA first. ANDY and NIGEL walk
     together.

                          ANDY
                    (sotto voce)
                She pursed her lips and because of
                that he's going to change his entire
                collection?

                          NIGEL
                You still don't get it, do you? Her
                opinion is the only one that matters.

     MIRANDA, about to get into the town car, turns to ANDY.

                          MIRANDA
                Make sure you confirm my dinner with--

                          ANDY
                --Galliano at Pastis. Done.

                          MIRANDA
                And I need to see the look book for
                the November denim shoot.

                          ANDY
                It's in the car.

                            MIRANDA
                Fine.

     MIRANDA turns to leave, pauses.

                          MIRANDA (CONT'D)
                Oh, and you'll be bringing The Book to
                my home tonight. Emily will give you
                the key, Andrea.
                                                                  54.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05




85   OMITTED                                                            85

86   INT. RUNWAY -- DAY                                                 86

     CLOSE ON

     A key, as EMILY hands it to ANDY.

                          EMILY
                Guard this with your life.

                          ANDY
                Of course. If I can deliver the Book,
                that means I must have done something
                right, that she doesn't think I'm
                psycho. Oh, and she actually called me
                Andrea instead of Emily. Isn't that
                great?

                          EMILY
                    (deadpan)
                Yeah. Whoopee. Okay, now, it's very
                important that you do EXACTLY what I'm
                about to tell you.

87   INT. RUNWAY - BULLPEN -- NIGHT                                     87

     We hear EMILY'S voiceover as we see this happening.

                          EMILY (V.O.)
                The Book is assembled by 10 or 10:30,
                so you must wait around until then.

     We see ANDY, waiting. The area around MIRANDA'S office is
     totally quiet.

88   INT. RUNWAY - MIRANDA'S OFFICE -- NIGHT                            88

     ANDY drifts in and looks at MIRANDA'S office -- the pictures
     of her with everyone from Desmond Tutu to Paris Hilton.

     Then ANDY walks over to MIRANDA'S pristine white couch. Sits
     on it. Hell, why not. Lies down on it. Gingerly. Then--

                           INTERCOM
                    (loud)
                Book's ready!

     And ANDY startles and falls completely off the couch.
                                                                 54A.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05




89   INT. RUNWAY - MIRANDA'S OFFICE -- NIGHT                            89

     An editorial ASSISTANT brings ANDY The Book. It's heavy.

                          EMILY (V.O.)
                You'll be delivering Miranda's dry
                cleaning with the book.

     We see ANDY removing the dry cleaning from the closet --
     about a dozen garments on hangers.
                                                                   55.
         The Devil Wears Prada   2nd Blue In Progress   12/00/05




90    EXT. STREET/INT. TOWN CAR -- NIGHT                                   90

      ANDY whisks across town. It's late, the streets are quiet.

                            EMILY (V.O.)
                 The driver will take you to Miranda's
                 townhouse.

90A   EXT. STREET -- NIGHT                                                 90A

      ANDY unloads the car and walks up the flight of stairs in
      front of the townhouse, carrying the book and dry cleaning.
      She takes out a key.

                           EMILY (V.O.)
                 Let yourself in.

      ANDY takes a deep breath and turns the lock.

91    INT. FOYER -- NIGHT                                                  91

      ANDY steps into a marble-floored foyer with a large staircase
      looming right in front of her.

92    OMITTED                                                              92

93    INT. RUNWAY - BULLPEN -- DAY                                         93

      On EMILY, intense.

                           EMILY
                 Do not talk to anyone. Do not look at
                 anyone. That is of the utmost
                 importance. You must be invisible. Do
                 you understand?

94    OMITTED                                                              94

95    INT. MIRANDA'S FOYER -- NIGHT                                        95

      ANDY steps inside, her footsteps echoing through the foyer.

                           EMILY (V.O.)
                 Open the door, walk across the foyer,
                 then hang the dry cleaning in the
                 closet across from the staircase.

      ANDY looks. There are two identical doors on each side of the
      staircase. Dammit.




                                                             (CONTINUED)
                                                                        56.
        The Devil Wears Prada         2nd Blue In Progress   12/00/05
95   CONTINUED:                                                                 95


                            EMILY (V.O.) (CONT'D)
                  And leave the Book on the table with
                  the flowers.

     ANDY looks. There are one, two, three tables... all in
     different areas of the house. She looks very confused.

                               ANDY
                  Shit.

     Suddenly she hears a noise. She looks up and sees two girls
     of about 12, CASSIDY and CAROLINE, peering down the
     staircase.

                            CASSIDY
                  It's that door. On the left.

     ANDY hangs the dry cleaning. The girls call down.

                            CAROLINE
                  You can give us the Book.

                            CASSIDY
                  We'll give it to her.

     ANDY shakes her head. No no no.

                            CAROLINE
                  It's okay. Come on up.

                            ANDY
                  But I can't... Shh...

                               CASSIDY
                  It's okay.

     And ANDY, unsure what to do, starts to walk up the stairs.
     She gets about halfway up when she hears voices...

     MIRANDA and her husband, STEPHEN are in the dining room, a
     sliver of which is visible from the foyer.

                            MIRANDA
                  What did you want me to do? Walk out
                  in the middle of a photo shoot?

     ANDY freezes.




                                                                  (CONTINUED)
                                                                  57.
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95   CONTINUED: (2)                                                       95


                          STEPHEN
                I rushed out of an investment
                committee meeting early, then I sat
                there waiting for you for almost an
                hour...

                          MIRANDA
                We were in a loft near the Seaport. My
                phone didn't work. I told you.

                          STEPHEN
                ...and I knew what everyone in the
                restaurant was thinking. There he is,
                waiting for HER again--

     And as he says this he stops, curious. There on the stairs,
     head peeking into the second floor, is ANDY, frozen.

     With the TWINS smiling at her.

     And before ANDY can stop herself, her eyes float over to
     STEPHEN'S. Eye contact. Her heart does a flip. And her eyes
     dart over to MIRANDA and they make eye contact as well...

     ... and MIRANDA gives ANDY a look of utter coldness, disgust
     and judgement. ANDY freezes.

96   EXT. STREET -- NIGHT                                                 96

     ANDY closes the door to the townhouse, heart pounding.

97   INT. ANDY & NATE'S APARTMENT -- NIGHT                                97

     ANDY crawls into bed next to NATE, heart racing, and looks up
     at the ceiling, freaking out.

98   INT. RUNWAY - BULLPEN -- DAY                                         98

     ANDY walks in, already bracing herself, and runs into EMILY,
     emerging from MIRANDA'S office, very upset.

                          ANDY
                Okay, before you start freaking out,
                it wasn't such a big deal. The twins
                said hello, I said hello back, then I
                went upstairs and gave the book to
                Miranda--

                          EMILY
                You went upstairs? Oh my God. Why
                didn't you just climb into bed with
                her and ask for a bedtime story?

                                                            (CONTINUED)
                                                                     58.
        The Devil Wears Prada      2nd Blue In Progress   12/00/05
98   CONTINUED:                                                              98


                            ANDY
                  You're right. I made a mistake.

                            EMILY
                  Don't you understand? If you get
                  fired, that might jeopardize Paris for
                  me. And if that happens, I will search
                  every Blimpie's in the tri-state area
                  until I find you and kill you.

                            ANDY
                  Wait a second. She's going to fire me?

                            EMILY
                  I don't know. She's not happy.

     And they hear MIRANDA'S voice, ringing out from the office.

                              MIRANDA
                  An-dre-a.

     ANDY and EMILY exchange a look. Oh, boy.

99   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                   99

     ANDY walks in, apprehensive.

                            ANDY
                  Miranda, about last night, I--

                             MIRANDA
                  I need the new Harry Potter book for
                  the twins.

                            ANDY
                  Of course. I'll run down to Barnes &
                  Noble right now.

                            MIRANDA
                  Did you fall down and smack your
                  little head on the pavement?

                            ANDY
                  Not that I can recall.

                            MIRANDA
                  We have all the published Harry Potter
                  books. The girls want to know what
                  happens next.

     ANDY stands there a moment, fully aware of the impossibility
     of what MIRANDA just asks.

                                                               (CONTINUED)
                                                                         59.
         The Devil Wears Prada         2nd Blue In Progress   12/00/05
99    CONTINUED:                                                                 99


                             ANDY
                   So you want the... unpublished
                   manuscript.

      MIRANDA gives her a look. Is there a problem?

                              MIRANDA
                   We know everyone in publishing.
                   Shouldn't be a problem.
                       (beat)
                   You can do anything, right?

100   INT. RUNWAY - BULLPEN -- LATER                                             100

      ANDY paces, panicky. EMILY watches her.

                             ANDY
                   She doesn't get it. There's no way I
                   can get that book. I don't care who I
                   call.

      Just then MIRANDA walks out. ANDY springs up to get her coat.

                             MIRANDA
                   My girls are leaving on the train to
                   their Grandmother's at 3. They'll need
                   the book by then.

                                ANDY
                   Of course.

                             MIRANDA
                   I'd like my steak in fifteen minutes.

                             ANDY
                   No problem.

      MIRANDA exits.

                             ANDY (CONT'D)
                   Great. I have to get the impossible
                   manuscript in four hours. And Smith
                   and Wollensky's doesn't open until
                   11:30. How am I supposed to get the
                   steak?
                       (paces)
                   She's going to fire me, isn't she?
                   She's just prolonging the kill. Like
                   an evil cat with a tiny unfashionable
                   mouse.



                                                                   (CONTINUED)
                                                                      60.
         The Devil Wears Prada      2nd Blue In Progress   12/00/05
100   CONTINUED:                                                              100


                             EMILY
                   Oh look, you're getting paranoid. Yay.
                   It's not just me. Listen, don't freak
                   out. There could be a silver lining
                   here.

      ANDY looks at her. Really?

                             EMILY (CONT'D)
                   When Miranda gives someone an
                   impossible task, it generally means
                   one of two things. One, she thinks you
                   can actually pull it off.

                             ANDY
                   Or--

                             EMILY
                   Or, you know, that thing you were
                   saying about the cat.

101   EXT. STREET - DAY                                                       101

      We see ANDY racing down the street.

102   EXT. SMITH AND WOLLENSKY'S -- DAY                                       102

      ANDY flies into frame on the phone...

                             ANDY
                   It's for Miranda Priestly... it's very
                   important. Yes, I know, it's
                   impossible to get...

      ...she raps on the door of the closed restaurant. The MANAGER
      recognizes her, lets her in.

103   INT. SMITH AND WOLLENSKY'S -- DAY                                       103

      From the bar, ANDY watches the steak sizzle, pacing
      nervously. ANDY'S cell phone rings. She grabs it.

                             ANDY
                   Anything? Can you try again? I would
                   really appreciate any leads at all...
                   thanks. No pressure. If I don't have
                   it by 3, I'm fired.

                             MARTY
                   What an amazing job, working for
                   someone like Ms. Priestly.


                                                                (CONTINUED)
                                                                      61.
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103     CONTINUED:                                                           103


                               ANDY
                     Yeah. It's a real party.

        ANDY walks towards the door. And suddenly something catches
        ANDY'S eye...

        We see what ANDY'S looking at -- an ad on the side of the bus
        stop advertising the latest issue of the New Yorker. ANDY
        sees a familiar name: CHRISTIAN THOMPSON.

104     INT. TAXI -- DAY                                                     104

        CHRISTIAN answers his cell phone.

                               ANDY (O.S.)
                     You probably don't remember me. We met
                     at James Holt's party and I work for
                     Miranda Priestly and--

                               CHRISTIAN
                     Of course I remember you, Miranda
                     Girl. You shaken off the college
                     boyfriend yet?

104pt   EXT. STREET -- DAY                                                  104pt

        ANDY on the cell phone.

                               ANDY
                     Listen. I desperately need a favor.
                     And I don't know many people in the
                     book world...

        On CHRISTIAN, getting out of a taxi.

                               CHRISTIAN
                     The Harry Potter manuscript? You've
                     gotta be kidding.

                               ANDY (O.S.)
                     I'm sorry to ask you. I'm desperate.

                               CHRISTIAN
                     Just tell her it can't be done. You'll
                     have to come up with a plan B.

        On ANDY.

                               ANDY
                     We're talking about Miranda Priestly.
                     There is no plan B, only plan A.
                                                                   62.
         The Devil Wears Prada   2nd Blue In Progress   12/00/05




105   INT. RUNWAY - HALLWAY -- DAY                                       105

      ANDY runs down the hall with MIRANDA'S food, passing EMILY.

                           ANDY
                 Is she back? Am I fired?

                           EMILY
                 You know, I rarely say this to people
                 who aren't me, but you need to calm
                 down.

      ANDY ignores her, racing around getting the dishes and
      silverware for MIRANDA'S steak.

106   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                              106

      We see the steak, prettily arranged on MIRANDA'S china. ANDY
      sets up the salt and pepper. MIRANDA walks in. When MIRANDA
      sees the steak, she freezes.

                           MIRANDA
                 What is that doing here? I ordered it
                 ages ago.

      ANDY looks confused. Ages?

                           MIRANDA (CONT'D)
                 Luckily, before I starved to death,
                 Irv invited me to lunch.
                     (re: steak)
                 Get rid of that. I'll be back at 3.
                 Please have my Starbucks order
                 waiting.

      And before she exits...

                           MIRANDA (CONT'D)
                 And if you don't have the Harry Potter
                 book by then, don't come back.

107   INT. RUNWAY - KITCHEN -- DAY                                       107

      ANDY carries a tray with all the food on it into the kitchen.

      A beat. She looks down at the tray. And suppresses an urge to
      throw the whole thing at the wall.

      She positions the tray over the garbage and tilts it, letting
      everything -- steak, china, silverware -- fall into the can.
                                                                    63.
         The Devil Wears Prada    2nd Blue In Progress   12/00/05




108   INT. STARBUCKS -- DAY                                               108

      ANDY is getting MIRANDA'S coffee.

                           ANDY
                     (on the cell phone)
                 Harry Potter.
                     (jump cut)
                 The manuscript.
                     (jump cut)
                 It's for Miranda Priestly.
                     (jump cut to)
                 I need it today.
                     (to the BARRISTA)
                 Can you make it extra hot? Like,
                 center of the sun hot?

      The BARRISTA gives her a look.

                           ANDY (CONT'D)
                 Sorry, my boss is particular.
                     (into phone)
                 Are you sure? You're my last shot.
                     (sighs)
                 All right, well, thanks for trying.

      She hangs up. The BARRISTA hands her the coffee.

                           BARRISTA
                 Sounds like a great job.

                           ANDY
                 Actually, it is. A million girls would
                 kill for it.

      And she starts to laugh. The girl stares at her.

109   EXT. STARBUCKS -- DAY                                               109

      ANDY walks out of the Starbucks with the order on a tray.

      ANDY stands there a moment. People bustle around her, as she
      finds herself at a literal crossroads.

      She looks up at the building. Suddenly she stops a PASSERBY
      who looks at her, curious. Yeah, lady?

                           ANDY
                 Want a mocha?

      And ANDY starts passing Starbucks to people on the street.
                                                                       64.
           The Devil Wears Prada     2nd Blue In Progress   12/00/05




110     INT. NATE'S RESTAURANT - KITCHEN -- DAY                                 110

        NATE on the phone. Intercut with him and ANDY on the street.

                             NATE
                   Quit? Are you sure?

                             ANDY
                   I failed. She's going to fire me
                   anyway. Might as well beat her to the
                   punch.

                             NATE
                   Wow. Good for you. Congratulations,
                   Andy. You're free.

                             ANDY
                   Call you later.

        ANDY hangs up, and immediately her phone rings again. She
        looks down. Assuming it's NATE.

                               ANDY (CONT'D)
                   Hello?

                             CHRISTIAN (O.S.)
                   I'm brilliant. Really. Monuments
                   should be erected in my honor.

        WE INTERCUT

110pt   EXT. STREET -- DAY                                                     110pt

        Between ANDY and CHRISTIAN, also walking down the street.

                             ANDY
                   You didn't.

                             CHRISTIAN
                   Oh yes. A friend of a friend does the
                   cover art. She has the manuscript.

                             ANDY
                   No. That would mean I actually... did
                   something right.
                       (stunned)
                   But see... thing is... See, I was
                   about to...

        And we see ANDY. She looks up at the Elias-Clarke building,
        teetering on a precipice.


                                                                 (CONTINUED)
                                                                      65.
           The Devil Wears Prada    2nd Blue In Progress   12/00/05
110pt   CONTINUED:                                                          110pt


                               CHRISTIAN
                     You want this, you better hurry. Meet
                     me at the St. Regis.

110pu   EXT. STREET -- DAY                                                    110pu

        Establishing St. Regis.

        ANDY runs down the street to the St. Regis.

                               ST. REGIS BUTLER
                     Welcome to the St. Regis. Is there
                     anything I can assist you with?

                               ANDY
                     Yes, I'm meeting someone...

        The butler opens the door for Andy.

                               ST. REGIS BUTLER
                     Right this way.

        He escorts her into the St. Regis.

111     INT. KING COLE BAR -- DAY                                              111

        CHRISTIAN is having drinks. ANDY runs in. He hands her a
        manuscript.

                               CHRISTIAN
                     You have one hour.

111A    INT. STAPLES -- DAY                                                   111A

        ANDY is xeroxing the manuscript and talking on the phone.

                               ANDY
                     I'm begging you. You have to stall
                     her. Just ten minutes.

111B    EXT. STREET/INT. TOWN CAR -- DAY                                      111B

        We see HENRY, driving MIRANDA. He hangs up the cell phone.
        Then he turns down a side street.

        MIRANDA catches his eye in the mirror. What the hell?

                               HENRY
                     Too much traffic on 5th. UN's in
                     session.

        MIRANDA makes an annoyed face.

                                                                (CONTINUED)
                                                                    65A.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05
111B   CONTINUED:                                                            111B


112-114 OMITTED                                                            112-114

115    INT. RUNWAY - HALLWAY                                                  115

       The tray with Miranda's Starbucks on it... We follow it down
       the hall and see it being set on MIRANDA'S desk.

       And beside it lands boom! an envelope. Widen out to see--

115A   INT. RUNWAY - MIRANDA'S OFFICE -- DAY.                                115A

       MIRANDA, looking at the envelope.

       And then we see ANDY. She stands there, quiet, calm.

       And if MIRANDA is amazed by what ANDY did, she doesn't show
       it. She opens the envelope, looks in.

                              MIRANDA
                    One copy? What are my twins supposed
                    to do with that... share?

                              ANDY
                    Actually I made two copies. And had
                    them color-copied, re-set and bound so
                    they wouldn't look like manuscripts.

       She smiles. MIRANDA nods, but still won't concede the point.

                              MIRANDA
                    And where exactly are those fabulous
                    copies? I don't see them anywhere.

116    INT. TRAIN -- DAY                                                      116

       The MetroNorth from New York City to Bedford.

       In the front row, we see two girls in matching outfits with
       two matching Harry Potter manuscripts. The twins, with their
       NANNY beside them.
                                                                    66.
         The Devil Wears Prada    2nd Blue In Progress   12/00/05




117   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 117

      ANDY smiles at MIRANDA. Her faith in herself restored.

                           ANDY
                     (brightly)
                 Anything else I can do for you?

118   EXT. ELIAS-CLARKE -- DAY                                              118

      ANDY walks out. The CLACKERS stream in and out of the
      building. And ANDY raises her arms and does a victory dance,
      now graceful in her stilettos.

      People stare. Doesn't bother her.

119   INT. ANDY & NATE'S APARTMENT -- NIGHT                                 119

      ANDY is making a small diorama of the planetary system. NATE
      walks in. He's carrying a bag of groceries.

                           NATE
                 I went over to Dean & DeLuca -- man,
                 they charge like five bucks a
                 strawberry, but I figured, you quit,
                 we should celebrate.

                           ANDY
                 Listen, Nate--

      And he sees what she's doing. Realizes.

                           NATE
                 So you quit, but you're still doing
                 the twins' science project. Big of
                 you.

                           ANDY
                 After I called you, I realized... It
                 doesn't make sense to throw away all
                 these months of hard work. I just had
                 a moment of weakness. That's all.

                           NATE
                 Either that or your job sucks and your
                 boss is a wacko.

      She looks at him.

                           NATE (CONT'D)
                 Okay. Whatever. It's your job.


                                                              (CONTINUED)
                                                                    67.
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119   CONTINUED:                                                            119


                             ANDY
                   That's all it is, Nate. Just a job.

                             NATE
                   No, no. It's an important magazine.
                   That's what you said, right?

      He sees the latest issue of Runway. Picks it up.

                             NATE (CONT'D)
                   Let's see... How to buy a custom-made
                   600 dollar bra. That's important. A
                   list of the 10 best wrinkle creams
                   under $500. That's important.

                             ANDY
                   I get the point, Nate.

      He continues leafing through.

                             NATE
                   The new Botox. The new pea coat. The
                   new
                       (wrestling with the word)
                   Gstaad. What the hell is--

                             ANDY
                   Gstaad. It's a ski resort. In
                   Switzerland.

                             NATE
                   See? I now live with someone who knows
                   that. Thank you, Miranda Priestly.

                             ANDY
                   Nate, it's not like I run the
                   magazine. I just work there, remember?

      NATE doesn't say anything, keeps putting away groceries. She
      walks over to him.

                             ANDY (CONT'D)
                   I'm the same person I was. I still
                   want the same things.

      But he doesn't look too convinced.

                             ANDY (CONT'D)
                   I promise. Same Andy, better clothes.




                                                              (CONTINUED)
                                                                     68.
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119    CONTINUED: (2)                                                        119


                            NATE
                  That's the thing -- I liked your old
                  clothes.

                            ANDY
                      (re: her shoes)
                  What about these? These are pretty
                  nice.

       He doesn't take the bait.

                            ANDY (CONT'D)
                  And this skirt?
                      (nothing)
                  Okay. What about this?

       She unbuttons her shirt, revealing a bra that costs more than
       every item of clothing NATE owns combined. Beat.

                            NATE
                  I like that.

       He grabs her and kisses her.

119A   INT. CONFERENCE ROOM -- DAY                                           119A

       The senior staff members are gathered around a table --
       NIGEL, JOCELYN, LUCIA, a few others including PAUL, the art
       director of the magazine.

                            NIGEL
                  ...Posen's doing some very sculptural
                  suits, so Testino wants to shoot them
                  at the Noguchi Garden in the Chase
                  building.

                            MIRANDA
                  Perfect. What about the accessories
                  pages for April?

                            JOCELYN
                  One thought was enamel -- bangles,
                  pendants, earrings--

                            MIRANDA
                  We did that two years ago. What else?

                            JOCELYN
                  Well, they're showing a lot of florals
                  for spring and so--



                                                               (CONTINUED)
                                                                          68A.
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119A   CONTINUED:                                                                  119A


                              MIRANDA
                    Florals. For spring. Groundbreaking.

                              PAUL
                    But we thought about shooting them in
                    an industrial space.

       She looks at him. Death ray. He soldiers on.

                              PAUL (CONT'D)
                    We thought the contrast between the
                    femininity of the florals--

       And she's still just staring. He continues falling forward.

                              PAUL (CONT'D)
                    --and the um, the more raw, rough-hewn
                    nature of the backdrop would create a
                    tension which--

                                 MIRANDA
                    No.

                                 PAUL
                    --which--

                                 MIRANDA
                    No.

       Just then EMILY walks in with a note for MIRANDA.




                                                                     (CONTINUED)
                                                                     69.
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119A   CONTINUED: (2)                                                      119A


       Before she can get all the way across the room, EMILY
       dissolves into hacking coughs. MIRANDA gives her a look, then
       turns back to her staff.

                            MIRANDA (CONT'D)
                  Anyone have anything I can actually
                  use?

120    INT. RUNWAY - BULLPEN -- DAY                                         120

       ANDY is at her desk. EMILY walks back, blowing her nose,
       rubbing her eyes -- basically, a Nyquil ad.

                            ANDY
                  Are you okay?

                             EMILY
                  Tonight's the benefit. I've been
                  looking forward to it for MONTHS. I
                  refuse to be sick. I'm wearing
                  Valentino.
                      (blows her nose)
                  Everyone's going to be leaving to get
                  dressed soon, so after you drop off
                  Miranda's Fendi bag at the re-beaders,
                  you can just go home.

                            ANDY
                  Great. Thanks. That's perfect, because
                  I need to get to Magnolia Bakery
                  before they close...

       ANDY grabs her purse and, from under her desk, she retrieves
       a wrapped present.

                            ANDY (CONT'D)
                  ...it's Nate's birthday and we're
                  having a little party for him--

       EMILY looks at her. Too sick and too Emily to care.

                            ANDY (CONT'D)
                  Anyway, have fun tonight.

120A   INT. LOBBY -- DAY                                                   120A

       ANDY, feeling liberated, walks out, carrying the present and
       a shopping bag with MIRANDA'S bag in it. And that's when her
       cell rings.
                                                                  69A.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05




121   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                121

      ANDY and EMILY walk in together, looking confused.




                                                             (CONTINUED)
                                                                       70.
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121   CONTINUED:                                                             121


                             MIRANDA
                   I want to make sure before the benefit
                   that you are both fully prepped on the
                   guest list.

      ANDY and EMILY exchange a look.

                             ANDY
                   Um... I thought only the first
                   assistant went to the benefit.

                             MIRANDA
                   Only when the first assistant hasn't
                   decided to be disgustingly ill. You'll
                   come and help Emily.

      On EMILY and ANDY'S surprised faces.

122   INT. RUNWAY - BULLPEN -- DAY                                           122

      They walk out. EMILY is clearly peeved.

                             EMILY
                   I don't see why she needs both of us.

      Eight second coughing fit.

                             ANDY
                   Don't look at me. This is the last
                   thing I want to do.

      EMILY dumps something on ANDY'S lap -- a book of what looks
      like mug shots.

                             EMILY
                   These are all the guests. Miranda
                   invites everyone. We have to make sure
                   they all think she knows exactly who
                   they are. I've been studying for
                   weeks.

                             ANDY
                   I need to learn all these people by
                   tonight?

                             EMILY
                   Don't be silly.

      She pulls out another big book of headshots.

                             EMILY (CONT'D)
                   You have to learn these too.
                                                                    71.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05




123    INT. CLOSET -- DAY                                                   123

       NIGEL is looking for a gown for ANDY. ANDY is on the cell
       phone.

                            ANDY
                  Lily, just start without me. I'll be
                  there as soon as I can.

123A   INT. GALLERY -- DAY                                                  123A

       We see LILY at the gallery where she works.

                            LILY
                  Okay, but hurry.

123B   INT. CLOSET -- DAY                                                   123B

       ANDY on the phone.

                            ANDY
                  I will. I promise. Believe me, this is
                  the last thing I want to--

       Just then NIGEL holds up a dress.

                            ANDY (CONT'D)
                  Oh, I love that.
                      (back to LILY)
                  I'll call you the second I'm leaving.

       She hangs up.

                            ANDY (CONT'D)
                  Will that fit me?

                            NIGEL
                  Of course. A few extra yards of fabric
                  and a staple gun and we're in
                  business.

124    INT. RUNWAY - STUDIO -- LATER                                        124

       We see ANDY from behind as the MAKEUP ARTIST applies the
       finishing touches.

       He studies her.

                            NIGEL
                  Remember, there are two keys to
                  wearing an evening gown -- one is to
                  maintain a regal bearing. The second--

                                                              (CONTINUED)
                                                                   71A.
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124   CONTINUED:                                                            124


      He mimes adjusting one's boobs in a strapless dress.

                             NIGEL (CONT'D)
                   Make sure the girls face forward.

      The makeup artist steps away and NIGEL and ANDY both study
      her in the mirror.

                             NIGEL (CONT'D)
                   Not bad. How do you feel?

125   EXT. STREET/INT. TOWN CAR -- NIGHT                                    125

      We see a limousine gliding through the streets...

                             ANDY (V.O.)
                   Let's see. My feet are killing me,
                   everything pinches...

126   EXT. NEW YORK PUBLIC LIBRARY -- NIGHT                                 126

      All lit for a gala charity benefit. A red carpet lined with
      notables leads up the steps.

                             ANDY (V.O.)
                   ...my breasts are squeezed into a ball
                   and this hairpiece is like having a
                   boulder pinned to my head...

      And suddenly the door to the town car opens and ANDY steps
      out onto the red carpet.

      And she looks unbelievable, gorgeous, perfect.

                             ANDY (V.O.) (CONT'D)
                   Never felt better.

      ANDY walks up the red carpet where she catches sight of
      NIGEL, talking to reporters on the red carpet.

                             NIGEL
                   ...this benefit is the social event of
                   the season. It represents what Runway
                   is about -- grace, style, elegance...

      As he says "elegance", he catches sight of ANDY, smiles and
      does a smaller version of the "adjusting the girls" gesture.

      ANDY smiles at him and walks on.




                                                              (CONTINUED)
                                                                       72.
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126   CONTINUED:                                                               126


      Just then EMILY spots ANDY.

                             EMILY
                   Oh my God, Andy. You look... chic.

      But ANDY is busy staring at EMILY, in her strapless dress.

                             ANDY
                   And you look... so thin.

                             EMILY
                       (flattered)
                   Do I? It's for Paris. I'm on a new
                   diet. I don't eat anything, and then,
                   when I feel like I'm about to faint, I
                   eat a cube of cheese.

                             ANDY
                   It's definitely working.

                             EMILY
                   I know. I'm just one stomach flu away
                   from my goal weight.

                             ANDY
                   That's... great.

      EMILY smiles proudly, then dissolves into another round of
      bone-rattling coughs.

                             EMILY
                   Ready?

127   INT. LIBRARY -- NIGHT                                                    127

      ANDY and EMILY enter. It's beautiful. Everything in sight is
      white -- white tulips, bone white china, white candles.

      All the GUESTS are in black or white. EMILY looks around.




                                                                 (CONTINUED)
                                                                       73.
         The Devil Wears Prada       2nd Blue In Progress   12/00/05
127   CONTINUED:                                                               127


                             EMILY
                   We need to make sure we're there the
                   second she walks in.

                             ANDY
                   I was wondering how long you think
                   we'll have to stay because I was
                   hoping to--

                             EMILY
                   There she is.

      Just then MIRANDA walks in. She's wearing the awkward dress
      from JAMES'S sketches, made over to perfection.

      EMILY and ANDY rush over to MIRANDA.

      QUICK CUTS at the ball.

      ANDY and EMILY stand at MIRANDA's side as she fields
      greetings.

      EMILY whispers to MIRANDA.

                             EMILY (CONT'D)
                   John Folger. New artistic director,
                   Circle in the Square.

                             MIRANDA
                   John. Good to see you.

      She greets him. Just then we see a distinguished man in an
      impeccable European suit. MASSIMO.

                             ANDY
                   That's Massimo Cortileono, chairman of-

                             EMILY
                       (shushes ANDY)
                   She knows him.

                             MIRANDA
                   Massimo, you made it. I was worried
                   you'd be too busy with your new
                   factory in Ortezzano--

                             MASSIMO
                   I would never miss a chance to see
                   you, Miranda, darling.




                                                                 (CONTINUED)
                                                                      73A.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05
127   CONTINUED: (2)                                                           127


      A DISTINGUISHED COUPLE approaches. Walks towards MIRANDA,
      ANDY and EMILY. MIRANDA holds her smile, waiting for
      information.

                           MIRANDA
                     (smiling)
                 Emily?

      EMILY racks her brain. Which goes blank. She starts to panic.

                           EMILY
                     (fumbling)
                 That's... Wait... I know who that
                 is... It's...

      Seeing EMILY struggle, ANDY leans in to MIRANDA.

                            ANDY
                 Ambassador Franklin. And that's the
                 woman he left his wife for, Rebecca.
                 The woman he's leaving HER for is the
                 man walking down the stairs in
                 Valentino.

      MIRANDA greets the couple.

                           MIRANDA
                 Ambassador, Rebecca.

      EMILY whispers to ANDY.

                                EMILY
                 Thanks.

      Just then ANDY sees a very fashionable WOMAN, with a more
      avant-garde look than MIRANDA, headed for them.

      And she's being escorted by none other than... IRV.

      EMILY whispers to ANDY.




                                                                 (CONTINUED)
                                                                   74.
         The Devil Wears Prada   2nd Blue In Progress   12/00/05
127   CONTINUED: (3)                                                       127


                           ANDY
                     (trying to remember what
                      she studied)
                 That's... Jacqueline Follet, right?
                 From French Runway.

                           EMILY
                 Yes. Oh my God. Miranda hates her. She
                 was supposed to arrive after Miranda
                 left...

      As she says this we see MIRANDA greeting JACQUELINE "warmly".

                           MIRANDA
                 Ah, Bonsoir, Cherie. Ta robe est
                 rudement chouette.

                           JACQUELINE
                 I like your dress too. Very...
                 Americaine. Sportif.

                           MIRANDA
                 Thank you for coming to our little get
                 together tonight.

                           JACQUELINE
                 Of course. I plan my whole year around
                 it.

                           MIRANDA
                 And we're all so grateful.

                           JACQUELINE
                 After all, we're family, no?

      She smiles at IRV, who smiles right back. MIRANDA smiles too,
      but looks like she'd rather throw darts at JACQUELINE.

      ANDY quickly steps forward.

                           ANDY
                 Alors, Jacqueline, ditez-moi, avez-
                 vous rencontré Brad Pitt?

                           JACQUELINE
                 Ah, no... Pas encore...

      And ANDY pulls JACQUELINE across the room.

      LATER, the party is in full swing. EMILY and ANDY are with
      MIRANDA, who is talking to a group of luminaries including
      IRV.

                                                             (CONTINUED)
                                                                    74A.
        The Devil Wears Prada     2nd Blue In Progress   12/00/05
127   CONTINUED: (4)                                                         127


      EMILY turns to ANDY and whispers.

                           EMILY
                 You can go. I've got it from here.

                           ANDY
                 Are you sure?

                           EMILY
                 Go. Have fun.

      And for the first time they seem like friends.




                                                               (CONTINUED)
                                                                   75.
         The Devil Wears Prada   2nd Blue In Progress   12/00/05
127   CONTINUED: (5)                                                       127


                           ANDY
                     (amazed)
                 Thank you. Thank you so much.

      But just as ANDY'S about to leave, STEPHEN appears, quite
      drunk, and joins MIRANDA'S group.

                           MIRANDA
                 Darling, there you are.

                           STEPHEN
                 It's a banner evening. Three people
                 have failed to recognize me, one
                 person called me Mr. Priestly, and now
                 the damned bartender refuses to serve
                 me.

      Everyone looks uncomfortable. STEPHEN turns to IRV.

                           STEPHEN (CONT'D)
                 Why don't you get me a drink? He's
                 gotta listen to you, right, little
                 guy?

      Everyone freezes.

      MIRANDA forces a laugh. An awful beat. And ANDY leaps in,
      quickly turns to IRV, distracting him.

                           ANDY
                 I'm sorry to bother you, but I've been
                 dying to ask you... Is it true that
                 John Cheever used to ghostwrite the
                 editor's page of Manhattan Magazine in
                 the 50's?...

      And while she chats with him, MIRANDA puts her arm around her
      husband and leads him gently away.

                           MIRANDA
                 Come on, darling, let's get something
                 to eat. I'm starved, aren't you?

      And as she walks away, MIRANDA turns. And MIRANDA mouths the
      words "Thank You" to ANDY. ANDY'S eyes go wide in disbelief.
      Then she smiles. Yes!

128   EXT. NEW YORK PUBLIC LIBRARY -- NIGHT                                128

      ANDY trots down the steps, starting to take down her hair as
      she races to the car.


                                                             (CONTINUED)
                                                                   75A.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
128   CONTINUED:                                                            128


      Suddenly she looks up. And sees CHRISTIAN, walking up the
      steps, looking better than anyone ever should in a tuxedo. He
      smiles and clutches his heart like he's been shot by cupid.

                             CHRISTIAN
                   Look at you... you're a vision. Thank
                   God I saved your job.




                                                              (CONTINUED)
                                                                     76.
         The Devil Wears Prada     2nd Blue In Progress   12/00/05
128   CONTINUED: (2)                                                       128


                           ANDY
                 Hey, I figured out a few things on my
                 own, too. Turns out I'm not as nice as
                 you thought.

                           CHRISTIAN
                 God I hope not.

      He openly admires her in a way that makes it clear he's
      imagining her with the dress off.

                           CHRISTIAN (CONT'D)
                 If you didn't have that stupid
                 boyfriend, I'd have to whisk you away
                 right here and now.

                           ANDY
                 Do you really say things like that to
                 people?

                              CHRISTIAN
                 Evidently.

                           ANDY
                 I have to go...

                           CHRISTIAN
                 Are you sure? My editor from Vanity
                 Fair is in there and I was going to
                 introduce you to him.
                     (off her look, surprised)
                 You sent me your stuff, remember? I
                 have to be honest, I only read a
                 couple -- that was quite a big packet -
                 - but they weren't half-bad. You're
                 pretty talented, Andy. He should meet
                 you. Come on in. Just one drink.

                           ANDY
                 Well, maybe I could--
                     (quickly)
                 No no no. I can't. I just can't.

      ANDY turns and races towards her town car.

                           CHRISTIAN
                 Say hello to the boyfriend for me.

      ANDY looks at her watch as she runs away. Winces. She's so
      late.
                                                                  76A.
        The Devil Wears Prada   2nd Blue In Progress   12/00/05




129   EXT. STREET/INT. TOWN CAR -- NIGHT                                   129

      ANDY looks over at ROY.




                                                             (CONTINUED)
                                                                        77.
          The Devil Wears Prada       2nd Blue In Progress   12/00/05
129    CONTINUED:                                                             129


                              ANDY
                    Can you go any faster?

130    INT. RESTAURANT -- NIGHT                                               130

       DOUG and LILY are sitting at a table with a few other
       friends. ANDY walks in still in her evening wear and looks at
       them.

       And understands right away. NATE is long gone.

130A   INT. APARTMENT -- NIGHT                                                130A

       ANDY walks in, holding a cupcake with a lit candle on it.
       NATE'S watching ESPN. He barely looks up.

                              ANDY
                    Happy Birthday.

       NATE turns off the TV, looks at her.

                              ANDY (CONT'D)
                    Nate, I'm so sorry. I was trying to
                    leave, but there was a lot going on
                    and I didn't have a choice and--

                              NATE
                    Don't worry about it. I'm going to
                    bed.

       He walks past her.

                              ANDY
                    Can we at least talk about it this--

       He starts to leave, turns, looks at her.

                              NATE
                    You look really pretty.

       And he walks into the bedroom. ANDY stands there, feeling
       terrible.

130B   INT. APARTMENT -- DAWN                                                 130B

       Very early. ANDY is getting dressed, by now every bit as
       expert as the girls in the beginning of the movie.

       She pauses a moment, watching NATE sleep. Then she exits.
                                                                    78.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05




130C   INT. RUNWAY -- DAY                                                   130C

       ANDY on the phone.

                            ANDY
                  I don't understand what's so difficult
                  about scheduling a preview. If you
                  want Miranda to give you any
                  editorial, we'll need to see the
                  clothing at least three weeks before
                  the show. Yes, please. See what you
                  can do.

       She hangs up. EMILY looks over at her, raises an eyebrow.

                            EMILY
                  Everything okay?

                            ANDY
                  Yeah. I'm... fine.

       The phone rings.

                             ANDY (CONT'D)
                  Miranda Priestly's office. Thanks.
                      (hangs up)
                  I gotta go pick up the Polaroids from
                  the shoot.

130D   EXT. ZOO -- DAY                                                      130D

       Outside at the zoo. We see MODELS, wearing gorgeous evening
       gowns, their faces partly obscured by beautifully detailed
       masks depicting different animals.

       We see NIGEL, JOCELYN and a few CLACKERS.

                            JOCELYN
                  No, no, no. I think Gisele should be
                  the lizard and Vivian the donkey.

                             NIGEL
                  The lizard's better with the Dolce.
                      (beat)
                  Sometimes I can't believe I talk about
                  this crap all day.




                                                              (CONTINUED)
                                                                     79.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05
130D   CONTINUED:                                                            130D


       Two of the CLACKERS are checking out the MODELS.

                              CLACKER #2
                    God, we should have a pig mask for
                    Rhona.

                              CLACKER #1
                    I know. She's huge.

       We see the model they're talking about. Perfectly skinny, of
       course. Just then ANDY walks over.

       The CLACKER hands ANDY a stack of Polaroids. ANDY turns to
       go, but NIGEL stops her.

                              NIGEL
                    Get these to Miranda right away. Tell
                    her I switched in the Dior for the
                    Rochas.

                               ANDY
                        (flat)
                    Great. No problem.

                              NIGEL
                    Hey. Adjust the attitude. Don't make
                    me feed you to one of the models.

                              ANDY
                    Sorry. Busy day. And my personal life
                    is going down the drain. That's all.

                              NIGEL
                    Join the club. You start to do well at
                    work, that's what happens.

       ANDY looks at him. I'm doing well at work?

                              NIGEL (CONT'D)
                    Let me know when your whole life goes
                    up in smoke. That means it's time for
                    a promotion.

131-134 OMITTED                                                            131-134

135    INT. MIRANDA'S FOYER -- NIGHT                                          135

       ANDY steps in, carrying the dry cleaning and The Book, moving
       quickly. Suddenly she hears a voice, emerging from upstairs.

                              MIRANDA
                    Andrea. Come up here.

                                                               (CONTINUED)
                                                                       80.
          The Devil Wears Prada      2nd Blue In Progress   12/00/05
135    CONTINUED:                                                            135


       ANDY practically has a heart attack.

135A   INT. LIVING ROOM -- NIGHT                                             135A

       ANDY walks in, curious. And scared. ANDY steps into the
       apartment,

                              MIRANDA
                    Paris is the most important week of my
                    year. I need the best team possible
                    with me.

       And this is when ANDY starts to have a bad feeling.

                              MIRANDA (CONT'D)
                    That no longer includes Emily.

       ANDY realizes...

                              ANDY
                    Wait. You want ME to -- oh, no. No,
                    no. Emily would die. Her whole life is
                    about Paris.

       MIRANDA stares. Doesn't care.

                              ANDY (CONT'D)
                    She hasn't eaten in weeks. I can't do
                    that, Miranda. I can't.

                              MIRANDA
                    If you don't go, I'll assume you're
                    not serious about your future at
                    Runway or any other publication.

       ANDY looks at her.

                              MIRANDA (CONT'D)
                    The decision is yours.

                              ANDY
                    But--

                              MIRANDA
                    That's all.

136    OMITTED                                                               136

137    EXT. MIRANDA'S BUILDING -- NIGHT                                      137

       ANDY walks out of the building. ROY opens the door to the
       town car, but she waves him away.
                                                                    81.
         The Devil Wears Prada    2nd Blue In Progress   12/00/05




138   EXT. BROADWAY -- NIGHT                                                138

      ANDY walks downtown alone, thinking. Walks by a newsstand
      covered with the latest Runway... a store window filled with
      the latest fashions... a bunch of people her age drinking at
      an outdoor restaurant, looking carefree...

139   INT. ANDY & NATE'S APARTMENT -- LATER                                 139

      ANDY looks through the clips of all her articles from
      college. And at a picture of herself at graduation,
      surrounded by her parents, her relatives, her friends.

      Her parents are beaming, exuding pride.

140   INT. RUNWAY - BULLPEN -- DAY                                          140

      The desks outside MIRANDA'S office are empty. We hold for a
      few beats.

      Then ANDY comes in, walking slowly, still unsure.

      And at that moment MIRANDA appears. They look at each other.

      MIRANDA nods, almost imperceptibly. ANDY nods back.

      And MIRANDA takes her coat off. ANDY holds out her arms to
      take the coat from her.

      But MIRANDA puts the coat on EMILY'S desk instead. Right in
      front of EMILY'S Arc de Triomphe screensaver.

      And then MIRANDA strides into her office. ANDY sits down,
      trying to grasp the magnitude of what just happened. And just
      then MIRANDA pokes her head back in.

                           MIRANDA
                 Don't forget to tell Emily.

      And we see ANDY'S face. Me?

141   INT. RUNWAY - BULLPEN -- DAY                                          141

      ANDY is waiting for EMILY, dreading her arrival. Suddenly she
      can't take it anymore. She dials the phone.

142   EXT. MIDTOWN STREET -- DAY                                            142

      EMILY is in even more than her usual tizzy.

                             ANDY (O.S.)
                 Emily--

                                                              (CONTINUED)
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142   CONTINUED:                                                              142


                             EMILY
                   Sorry I'm late. Miranda wanted some
                   scarves from Hermes and she told me
                   yesterday but I forgot and so--

                             ANDY (O.S.)
                   Emily, I have to talk to you.

                             EMILY
                   I freaked out of course, but then I
                   just called Martine at home and she
                   opened the store early, so I got them.

      EMILY juggles an Hermes bag, her purse, her cell phone,
      almost mows down an OLD LADY. She mouths "Sorry."

                             ANDY
                   Okay. Emily. When you get in, I want
                   to talk to you about something--

                             EMILY
                   I hope it's not another Miranda
                   problem--

                             ANDY
                   Not exactly.

                             EMILY
                   Good. Because I've got so much to deal
                   with before I go, I swear to God I
                   can't even--

      And that's when EMILY steps into the street without looking.
      The second she steps off the sidewalk--

      Blam! EMILY is hit by a taxi.

      We see her purse, her cell phone, her shopping bags, some of
      the orange Hermes boxes, and some of the scarves as they fly
      through the air.

143   INT. LENOX HILL HOSPITAL -- DAY                                         143

      ANDY sits in the waiting room, distraught.

144   INT. HOSPITAL ROOM -- DAY                                               144

      Lying in a hospital bed, her face with no make-up, wearing a
      dumpy hospital robe, EMILY looks like what she is...

      ...a skinny tired young GIRL.


                                                                (CONTINUED)
                                                                    83.
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144   CONTINUED:                                                            144


      ANDY stands by the window, arms folded, defensive.

                             EMILY
                   I don't care if she was going to fire
                   you or beat you with a red hot poker,
                   you should have said no.

                             ANDY
                   I didn't have a choice. You know how
                   she is.

                             EMILY
                   Oh, please. That's a pathetic excuse.

      Just then an ORDERLY walks in with her dinner, laden with
      fattening foods -- a cream soup, bread, pasta, cheese and
      dessert.

      EMILY grabs a pudding, peels off the foil top.

                             EMILY (CONT'D)
                   What gets me about this whole thing
                   is, you're the one who pretends you
                   don't care about this stuff. You don't
                   care about fashion, you just want to
                   be a journalist, blah, blah, blah.
                   What a load of bollocks.

      She angrily finishes the last spoon of pudding, grabs a
      dinner roll, which she starts to butter.

                              ANDY
                   Look, I know you're mad. And I don't
                   blame you.

                             EMILY
                   Face it, Andy. You sold your soul the
                   day you put on your first pair of
                   Jimmy Choos.

      She bites off a hunk of dinner roll...

                             EMILY (CONT'D)
                       (with her mouth full)
                   And you know what really kills me? The
                   clothes you're about to get. You don't
                   deserve them. You eat carbs, for
                   Christ's sake. It's so unfair.
                       (takes another bite)
                   Just go.



                                                              (CONTINUED)
                                                                       84.
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144    CONTINUED: (2)                                                          144


                              ANDY
                  Emily--

                            EMILY
                  I said, go!

145    INT. CHELSEA GALLERY -- NIGHT                                           145

       LILY has curated a show at the gallery where she works. LILY
       rushes around. NATE is not there yet. ANDY stands with DOUG.

                            DOUG
                  You're going to Paris for the couture
                  shows? That's the coolest fashion
                  event of the year -- who are you going
                  to see Galliano? Lagerfeld? Nicolas
                  Ghesquiere?

                            ANDY
                  Okay, now you're scaring me.

       Just then LILY walks over to them.

                            ANDY (CONT'D)
                  Lily, this show is amazing. I am so
                  proud of you.

                            LILY
                  I wasn't sure you would be able to
                  make it.

                             ANDY
                  What are you talking about? I wouldn't
                  miss this.

       LILY and DOUG look at her.

                            ANDY (cont'd) (CONT'D)
                  Okay, so lately I've missed a few
                  things... a lot of things... almost
                  everything.

                             LILY
                  I'm just glad you're here. Start with
                  the murals in the other room. They're
                  amazing...

145A   A LITTLE LATER--                                                        145A

       ANDY looks at the artwork. Suddenly she hears a voice.



                                                                 (CONTINUED)
                                                                    84A.
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145A   CONTINUED:                                                            145A


                              CHRISTIAN
                    Hey, Miranda Girl.




                                                               (CONTINUED)
                                                                       85.
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145A   CONTINUED: (2)                                                          145A


       She closes her eyes. Can't be. She turns. Yup.

                            CHRISTIAN (CONT'D)
                  I was just thinking about you.

                              ANDY
                  Come on.

                            CHRISTIAN
                  It's true. I'm profiling Gaultier for
                  Interview and I was making plans for
                  Paris and found myself wondering if
                  you would be there.

                            ANDY
                  Actually...

       Stop smiling. Why am I smiling?

                            ANDY (cont'd) (CONT'D)
                  I am going--

                            CHRISTIAN
                  That's great. I'm staying at a
                  fantastic little hotel in the Seventh
                  across the street from a falafel
                  restaurant that will change your life.

                            ANDY
                  Sorry. I'll be too busy working.
                  You'll have to find someone else's
                  life to change.

                            CHRISTIAN
                  But that's just it. I'm starting to
                  wonder if I can.

       And with that, he leans in, plants a soft kiss on her cheek.

       ANDY closes her eyes, blushing like crazy.

       When she opens her eyes, CHRISTIAN is gone. And it's not for
       a moment that she notices...

       ... LILY, about ten feet away, staring at her, a look of
       surprise and disgust on her face.

145B   INT. CHELSEA GALLERY -- NIGHT                                           145B

       ANDY follows LILY through the gallery.



                                                                 (CONTINUED)
                                                                     86.
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145B   CONTINUED:                                                            145B


                              ANDY
                    He's just a guy I know from work.

                              LILY
                    Yeah. That looked like work.

                              ANDY
                    You're making a big a deal out of--

                              LILY
                    The Andy I know is madly in love with
                    Nate, is always five minutes early and
                    thinks Club Monaco is couture. For the
                    last 16 years I've known everything
                    about that Andy, but this person?

       She gestures to ANDY.

                              LILY (cont'd) (CONT'D)
                    This glamazon who skulks around in
                    corners with some random hot fashion
                    guy? I don't get her.

       ANDY looks at her, stunned.

                              LILY (CONT'D)
                    Have fun in Paris.

       She turns and walks away. ANDY turns. NATE is standing there.

                              NATE
                    You're going to Paris?

                              ANDY
                    It just happened--

                              NATE
                    I thought Paris was some big deal for
                    Emily and--

                              ANDY
                    Great. Now you're going to give me a
                    hard time, too?

       And ANDY walks away, upset. NATE follows her.

146    EXT. GALLERY -- NIGHT                                                  146

       NATE follows ANDY outside.

                              NATE
                    What the hell is wrong with you?

                                                               (CONTINUED)
                                                                      87.
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146   CONTINUED:                                                              146


                             ANDY
                   Miranda asked me and I couldn't say
                   no, okay? I didn't have a choice.

                             NATE
                   I know, I know. That's your answer for
                   everything lately. I didn't have a
                   choice. Like this job was forced on
                   you. Like you don't make these
                   decisions yourself...

                             ANDY
                   Okay. I get it, you're mad because I
                   work late all the time, because I
                   missed your birthday party--

                             NATE
                   Oh, come on. What am I, four?

                             ANDY
                   You hate Runway. And Miranda. You
                   think fashion is stupid. You've made
                   that clear.

                             NATE
                   Andy, I make port wine reductions all
                   day. I'm not exactly in the Peace
                   Corps. I wouldn't care if you were out
                   all night pole dancing if you did it
                   with some integrity.

                             ANDY
                   So now I have no integrity. Great.

                             NATE
                   You used to say this was just a job.
                   You made fun of the Runway girls. And
                   now you've become one of them.

                             ANDY
                   That's absurd.

                             NATE
                   Look at you. Now that I know how much
                   you're willing to change to be
                   successful, it makes me wonder if we
                   ever had anything in common.

                             ANDY
                   You don't mean that.



                                                                (CONTINUED)
                                                                    88.
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146   CONTINUED: (2)                                                      146


                           NATE
                 I do. I really do.

      Beat. ANDY tries to catch her breath.

                           ANDY
                 Then maybe this trip is coming at a
                 good time. Maybe we should take a
                 break.

      She stands there, waiting for him to protest, throw his arms
      around her.

      He looks at her. Stunned at what she just said. And after a
      painful moment, he simply walks away.

                             ANDY (CONT'D)
                 Nate!

      He turns. And just then her phone rings. They both know who
      it is. And that she has to take the call.

                           NATE
                 In case you're wondering, the person
                 whose calls you always take, that's
                 the relationship you're in.

      The phone keeps ringing.

                           NATE (CONT'D)
                 I hope you two are very happy
                 together.

      And he walks away. ANDY clicks on the phone.

                           ANDY
                 Hello, Miranda...

                                                         DISSOLVE TO:

147   EXT. PARIS -- ESTABLISHING -- NIGHT                                 147

      A limo drives across the city.

148   INT. LIMO -- NIGHT                                                  148

      ANDY looks out the window, watching Paris at night whizzing
      by. And even though she's still feeling melancholy, she is
      awed by what she sees.

      MIRANDA, sitting across from ANDY, is not even looking out
      the window. She's looking through the Book.
                                                                     89.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05




149    EXT. PLACE DE VENDOME -- NIGHT                                         149

       The Paris Ritz. MIRANDA'S limo pulls up.

150    INT. RITZ HOTEL ANDY'S SUITE -- PARIS -- NIGHT                         150

       The BELLMAN opens the door to a huge suite.

                             ANDY
                   Wait. This is not right. Miranda is
                   staying in the suite.

                             BELLMAN
                   That's correct, Mademoiselle. Miranda
                   Priestly's suite is down the hall.

                             ANDY
                   This is my room?

151-154 OMITTED                                                            151-154

155    INT. FASHION SHOW - PARIS -- DAY                                       155

       ANDY sits in the front row beside MIRANDA. Half the INVITEES
       are looking at the clothes. The other half are watching
       MIRANDA'S reaction to the clothes.

156    INT. FASHION SHOW -- NIGHT                                             156

       Backstage at a fashion show where the models are undressing
       and changing...

       MIRANDA hobnobs with designers, editors and celebrities and
       ANDY is right there beside her.

157    EXT. FASHION SHOW -- DAY                                               157

       MIRANDA walks by some paparazzi outside the Chanel show. They
       scream her name. She shows off her best smile.

       ANDY squints, blinded by the flashbulbs. Suddenly she hears a
       voice behind her.

                             CHRISTIAN
                   You know, I've been thinking, and you
                   still owe me for Harry Potter.

       She turns. Sees CHRISTIAN. And she finds herself alarmingly
       happy to see him.




                                                               (CONTINUED)
                                                                        90.
         The Devil Wears Prada        2nd Blue In Progress   12/00/05
157   CONTINUED:                                                                157


                               ANDY
                   Oh, do I?

                             CHRISTIAN
                   Of course you do. You working tonight?

                             ANDY
                   Actually, Miranda has a dinner.

                             CHRISTIAN
                   So you're free. Perfect. Oh, but
                   there's a problem, huh? Le Boyfriend.

      At the mention of this, ANDY blushes slightly.

                             CHRISTIAN (CONT'D)
                   Wait. Don't tell me, The boyfriend is
                   non plus? Je suis trés trés desolé.

                             ANDY
                   Oh, you're so full of it. You are not
                   desolé at all.

                             CHRISTIAN
                   Yeah, not even a little. What time
                   should I pick you up?

158   OMITTED                                                                   158

159   INT. RITZ HOTEL - MIRANDA'S SUITE -- EVENING                              159

      ANDY walks in, cheerful, carrying a seating chart. She is
      surprised to see MIRANDA just sitting on the sofa.

      There's a strange lag before she looks up at ANDY. ANDY
      registers something is odd. Finally--

                             MIRANDA
                       (distracted)
                   There you are. We need to go over the
                   seating chart for the luncheon.

      ANDY starts to take the chart out of her bag, but she can't
      help but notice MIRANDA is... staring into space.

                             ANDY
                   Sure. No problem. I have it right
                   here, um...

      And finally MIRANDA focuses on her.



                                                                  (CONTINUED)
                                                                         91.
         The Devil Wears Prada         2nd Blue In Progress   12/00/05
159   CONTINUED:                                                                 159


                             MIRANDA
                   By all means, move at a glacial pace.
                   You know how that thrills me.

      ANDY puts down the seating chart. MIRANDA studies it. And
      there's an uncharacteristic lag in her decision making.

      ANDY watches her. Something definitely is up.

                             MIRANDA (CONT'D)
                   Okay, so, first of all, let's put Jay-
                   Z at my table.

                             ANDY
                   But your table is full.

                             MIRANDA
                   Stephen won't be coming.

      She takes his the tab off the seating chart and removes it.
      ANDY looks at her, not understanding.

                             ANDY
                   So Stephen is not... so you don't need
                   me to fetch Stephen from the airport
                   tomorrow?

                             MIRANDA
                   Well, if you speak to him and he
                   decides to rethink the divorce, then
                   "fetch" him. Fetch away.

      ANDY now freezes.

                             MIRANDA (CONT'D)
                   When we get back to New York, we'll
                   need to think of a way to keep it out
                   of the press.

                                ANDY
                   Of course.

                             MIRANDA
                   Another divorce in the papers... and
                   we all know what they'll say about me -
                   - Dragon Lady, career-obsessed, drove
                   away another "Mr. Priestly".

      And despite herself, MIRANDA wanders off her path...




                                                                   (CONTINUED)
                                                                    92.
         The Devil Wears Prada    2nd Blue In Progress   12/00/05
159   CONTINUED: (2)                                                      159


                           MIRANDA (CONT'D)
                 He knew who I was, you know. They all
                 did. And at first they're always proud
                 to be with a powerful, accomplished
                 woman. That's what they say. But
                 then...

      ANDY is afraid to move a muscle, afraid to startle MIRANDA.

                           MIRANDA (CONT'D)
                 I don't care what anyone says about
                 me, of course. But it's so unfair to
                 the girls... another disappointment,
                 another stepfather, gone...

      She tries to shake herself out of it.

                           MIRANDA (CONT'D)
                 I mean, the point is--

      She pauses to collect herself. For a second ANDY thinks she
      might actually fall apart.

                           MIRANDA (CONT'D)
                 We really need to figure out where to
                 put Donatella because she's barely
                 speaking to anyone.

      Beat. And ANDY can't believe she's recovered so quickly.

                           ANDY
                 Miranda, I'm so sorry. If you want me
                 to cancel your evening, I can.

      And her pitying tone finally shakes MIRANDA back.

                           MIRANDA
                 Don't be ridiculous... why would you
                 do that?

      Beat. And ANDY can't believe she's recovered so quickly.

                           ANDY
                 Miranda, is there... is there anything
                 else I can do?

      And MIRANDA slowly looks at her, the ice completely forming.

                             MIRANDA
                 Your job.

160   OMITTED                                                             160
                                                                       93.
          The Devil Wears Prada      2nd Blue In Progress   12/00/05




161    EXT. RITZ HOTEL    -- NIGHT                                             161

       We see MIRANDA, striding out of the lobby. And what we notice
       is... she looks fine. Done up, confident walk.

162    INT. LIMO -- NIGHT                                                      162

       MIRANDA closes the door. And now that she's alone, for one
       second her veneer cracks. She takes a breath. Moving on.

                              MIRANDA
                        (to the DRIVER)
                  Go.

162A   INT. HOTEL SUITE -- NIGHT                                               162A

       ANDY is dressed for her date with CHRISTIAN. Just then
       there's a knock at the door. ANDY opens it.

                            NIGEL
                  Hi. Listen, I need Miranda's itinerary
                  because--

       He looks at her outfit.

                            NIGEL (CONT'D)
                  Who put that together for you?

       She hands him the itinerary.

                            ANDY
                  What do you mean?

                            NIGEL
                  That outfit.

                            ANDY
                  Oh, I just threw it on.

                            NIGEL
                      (takes it in)
                  Incredible. Well, I guess my work here
                  really is done. Come on. Let's have
                  champagne. We're celebrating.

       He walks over to the minibar and takes out champagne, pops
       the cork, pours two glasses.

                            ANDY
                  What are we toasting?



                                                                 (CONTINUED)
                                                                        94.
          The Devil Wears Prada       2nd Blue In Progress   12/00/05
162A   CONTINUED:                                                               162A


                              NIGEL
                    To getting the dream job, the one a
                    million girls wanted.

                              ANDY
                    Nigel. I got my job months ago.

                              NIGEL
                    I'm not talking about you.

       She looks at him, confused.

                              NIGEL (CONT'D)
                    James Holt. Massimo is investing in
                    James' company, taking it global with
                    the rest of CFG -- shoes, bags,
                    fragrances, the works. So James needs
                    a partner. And that would be me.
                        (off her look)
                    Miranda knows. She put me up for it.

                              ANDY
                        (stunned)
                    You're leaving? Nigel, I can't imagine
                    Runway without you.

                              NIGEL
                    Can you believe it? For the first time
                    in eighteen years, I'm going to call
                    the shots in my own life. One day I
                    might be able to come to Paris and
                    actually... see Paris.

                              ANDY
                    God. I'm so happy for you, Nigel. You
                    deserve it.

                              NIGEL
                    Bet your ass.

       He raises a glass. They toast.

163    INT. L'AMBROISIE -- NIGHT                                                 163

       CHRISTIAN and ANDY have dinner in a tiny romantic restaurant
       on the Place des Vosges.

                              ANDY
                    ...I've never seen anyone as dedicated
                    as Miranda.



                                                                  (CONTINUED)
                                                                      95.
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163   CONTINUED:                                                              163


                             CHRISTIAN
                   That's fantastic. Can we stop talking
                   about her now?

                             ANDY
                   I'm just saying, yes, there are things
                   she does I don't agree with, but...

                             CHRISTIAN
                   Oh, come on, Andy. You hate her. Just
                   admit it. She's a notorious sadist,
                   and not in the good way.

                             ANDY
                   Okay, so she's tough, but if Miranda
                   were a man, no one would notice
                   anything but how great she is at her
                   job.

      CHRISTIAN bursts into laughter.

                             CHRISTIAN
                   I can't believe this. You're defending
                   her. The wide-eyed girl peddling her
                   earnest newspaper stories -- you're
                   crossing over to the dark side.

                             ANDY
                   I resent that.

                             CHRISTIAN
                   You shouldn't. It's sexy.

      He pours her more wine. And despite herself, she smiles.

                             ANDY
                   Sexy? Really?

                             CHRISTIAN
                   Really.

164   EXT. PARIS STREET -- NIGHT                                              164

      They walk home together through the Place Des Vosges, leaning
      against each other. ANDY is tipsy.

                             ANDY
                   I have no idea where we're going. You
                   could be leading me anywhere...




                                                                (CONTINUED)
                                                                   95A.
        The Devil Wears Prada    2nd Blue In Progress   12/00/05
164   CONTINUED:                                                            164


                             CHRISTIAN
                   Don't worry. I know this city like the
                   back of my hand. It's my favorite
                   place on the planet. You know what
                   Gertrude Stein said -- "America is my
                   country and Paris is my hometown."

      She looks at him and laughs.

                             ANDY
                   You are unbelievable. Do you write
                   that stuff down and file it away to
                   use on girls?

                             CHRISTIAN
                   I work free-lance. Leaves me with some
                   time on my hands.

                             ANDY
                   Well, I never understood why everyone
                   was so crazy about Paris, but now...

      She swirls around.

                             ANDY (CONT'D)
                   It's. So. Beautiful.

      And suddenly he catches one of her arms and almost like a
      dance move pulls her into him and kisses her.

                             ANDY (CONT'D)
                   I can't do this.
                       (Another kiss)
                             (MORE)




                                                              (CONTINUED)
                                                                       96.
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164    CONTINUED: (2)                                                           164
                              ANDY (CONT'D)
                   Nate and I only split up a few days
                   ago.
                        (Another kiss)
                   I've had too much wine and my
                   judgement is impaired.
                        (Another kiss)
                   I barely know you and I'm in a strange
                   city.
                        (He kisses her again)
                   I'm out of excuses.

                                CHRISTIAN
                   Thank God.

165    INT. CHRISTIAN'S HOTEL ROOM -- NIGHT                                     165

       ANDY and CHRISTIAN are kissing on his bed.

166    INT. CHRISTIAN'S HOTEL ROOM -- MORNING                                   166

       ANDY wakes up. Her hair and make-up from the night before are
       askew. She realizes what she did.

       We hear the sound of the shower running.

       She sits up. Catches sight of herself in the mirror. Ouch.
       Checks the clock on her phone. Late. Shit.

       ANDY starts getting dressed, quickly. She tries to find her
       left shoe, pulls on the bedspread, knocking a few papers on
       the bedside table.

       And that's when sees something.

       A mock-up of a magazine. With the familiar RUNWAY logo. She
       picks it up.

167-170 OMITTED                                                              167-170

171    INT. SHOWER -- DAY                                                       171

       CHRISTIAN stands under the spray of water. Suddenly the
       shower curtain is yanked back.

       ANDY standing there, furious. Holds up the issue of mock-up.

                             ANDY
                   What the hell is this?

       CHRISTIAN, cool as can be, steps out and grabs a towel, which
       he wraps around himself.



                                                                 (CONTINUED)
                                                                       97.
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171    CONTINUED:                                                              171


                              CHRISTIAN
                    What does it look like? It's a mock-
                    up.

                              ANDY
                    Of?

                              CHRISTIAN
                    Of what American Runway will look like
                    when Jacqueline is the new editor-in-
                    chief.

       He walks into the hotel room.

171A   INT. HOTEL ROOM -- DAY                                                  171A

       ANDY follows him. He calmly dresses as they talk.

                              ANDY
                    They're replacing Miranda?

                              CHRISTIAN
                    Yes. And she's bringing me in to run
                    all the editorial content.
                        (off ANDY'S stunned look)
                    Are you really surprised? Jacqueline
                    is a lot younger than Miranda. Has a
                    fresher take on things. Not to mention
                    that American Runway is one of the
                    most expensive books in the business.
                    Jacqueline does the same thing with a
                    lot less money. Irv is a businessman,
                    you know.

                              ANDY
                    Miranda will be devastated. Runway is
                    her whole life. He can't do that to
                    her.

                              CHRISTIAN
                    It's done. Irv's going to tell Miranda
                    after the party for James.

                              ANDY
                    And she has no idea...?

                              CHRISTIAN
                    She's a big girl. She'll be fine.

       He reaches out to grab her arm. But she looks at him with
       utter contempt.


                                                                 (CONTINUED)
                                                                        98.
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171A   CONTINUED:                                                               171A


                              ANDY
                    I have to go.

       She walks away. He calls after her.

                              CHRISTIAN
                    It's done, Andy.

172    INT. RITZ HOTEL - CORRIDOR -- DAY                                         172

       ANDY paces.

173    OMITTED                                                                   173

174    EXT. PARIS STREET -- DAY                                                  174

       ANDY races down the street. She dials her cell phone. MIRANDA
       picks up.

                              ANDY
                    Oh, thank God. Where are you?

                                 MIRANDA
                    Excuse me?

                              ANDY
                    I need to talk to you. Right away.
                    It's about Jacqueline Follet, she--

       Click.

                                 ANDY (CONT'D)
                    Shit!

175    OMITTED                                                                   175

176    INT. HOTEL CRILLON - CORRIDOR -- DAY                                      176

       ANDY runs down a corridor. She paces a second, knowing she's
       going to get her ass kicked, then knocks on the door.

       IRV opens the door. We see MIRANDA behind him. When she sees
       ANDY, she walks over. Turns to IRV.

                              MIRANDA
                    Excuse us a moment.

       MIRANDA pulls ANDY into the hall.

                              MIRANDA (CONT'D)
                    Have you lost your mind?


                                                                  (CONTINUED)
                                                                     99.
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176    CONTINUED:                                                             176


                              ANDY
                    I have to talk to you.

                              MIRANDA
                    Do not disturb me again.

       MIRANDA walks into the room, closes the door in ANDY'S face.

177-178 OMITTED                                                            177-178

179    INT. CHATEAU -- DAY                                                    179

       Finally, ANDY sees MIRANDA walking in. MIRANDA prepares to
       walk right past her.

                              ANDY
                    Miranda, wait. I have to talk to you.
                    You can fire me if you want to after
                    that, but...
                        (gathers all her nerve)
                    Irv is going to make Jacqueline Follet
                    editor-in-chief of Runway. Christian
                    Thompson told me, he's going to work
                    for her. Irv's going to tell you
                    today. I thought if I told you now,
                    you could fix it.

       ANDY stands there, breathless. Waiting for MIRANDA'S
       reaction. And MIRANDA looks past her...

       ...we see she's scrutinizing a passing floral arrangement.

                              MIRANDA
                    Are those freesias?

                              ANDY
                    What? No. I specifically told them--

                              MIRANDA
                    If I see freesia anywhere, I will be
                    very disappointed.

       She walks away. Leaving ANDY standing there.

180    INT. CHATEAU -- DAY                                                    180

       We see MIRANDA, mingling with everyone, looking completely
       poised. ANDY watches her. Just can't believe her composure.

       She spots CHRISTIAN. He raises a glass. She looks away.



                                                               (CONTINUED)
                                                                   100.
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180   CONTINUED:                                                            180


      Suddenly the room quiets as NIGEL steps to the podium.

                                                         DISSOLVE TO:

181   INT. CHATEAU -- DAY                                                   181

      NIGEL is at the podium introducing MIRANDA.

                             NIGEL
                   For seventy-two years, Runway has been
                   more than a magazine, it's been a
                   beacon of elegance and grace. Miranda
                   Priestly is the finest possible
                   guardian of that beacon, setting a
                   standard that inspires people across
                   the globe. Ladies and gentlemen, I
                   give you Miranda Priestly.

      We see ANDY, applauding as MIRANDA steps to the podium.

                             MIRANDA
                   Thank you everyone. Before I talk to
                   you about James and everything he's
                   accomplished, I have news.

      JAMES smiles at her, raises a glass of champagne.

                             MIRANDA (CONT'D)
                   Tonight is not just an important night
                   for me, for Runway, and for James,
                   it's also important for someone else
                   in this room...

      ANDY shoots a look at CHRISTIAN. Can tell from the look on
      his face he has no idea where this is going.

                             MIRANDA (CONT'D)
                   As of next month, James will be
                   partnering with CFG in an expansion of
                   his line.

      Light applause.

                             MIRANDA (CONT'D)
                   James and Runway have one important
                   thing in common -- a commitment to
                   excellence.

      ANDY looks over at NIGEL. Beaming.




                                                              (CONTINUED)
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181    CONTINUED:                                                             181


                              MIRANDA (CONT'D)
                    And so it comes as no surprise that
                    James has selected someone from the
                    Runway family as the new copresident
                    of JH International...

       NIGEL straightens his suit.

                              MIRANDA (CONT'D)
                    My esteemed colleague, Jacqueline
                    Follet.

       And she indicates JACQUELINE, who waves. Everyone applauds.

       ANDY'S mouth falls open. She looks over at NIGEL again. His
       face betrays nothing. He applauds along with everyone else.

       And ANDY looks to CHRISTIAN. Who is also shocked as hell.

                              MIRANDA (CONT'D)
                    Let's wish Jacqueline the best as she
                    pursues this wonderful opportunity.

       A hearty round of applause for JACQUELINE. MIRANDA smiles.

                              MIRANDA (CONT'D)
                    And now to the business at hand. A
                    celebration of one of my favorite
                    designers...

       She smiles at JAMES.

182-187 OMITTED                                                            182-187

188    INT. CHATEAU -- LATER                                                  188

       ANDY watches everyone swirling around MIRANDA. She walks over
       to NIGEL among the crowd of well-wishers.

                              ANDY
                    You said it was your dream job.

       He turns to her. Some emotion on his face now.

                              NIGEL
                    I've given her everything I have,
                    Andy. She knows that.

                              ANDY
                    But you don't need her. You could just
                    leave anyway and-


                                                               (CONTINUED)
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188   CONTINUED:                                                            188


                             NIGEL
                       (quickly cutting her off)
                   When the time is right, she'll pay me
                   back.

                             ANDY
                   You sure about that?




                                                              (CONTINUED)
                                                                     102.
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188     CONTINUED: (2)                                                         188


                               NIGEL
                     No. But I hope for the best. I have
                     to.

        And he rejoins the swirl.

        Just then CHRISTIAN catches ANDY'S eye. At the same time,
        MIRANDA appears in front of her.

                               MIRANDA
                     I'm ready to go.

        And ANDY turns and walks away, without so much as a glance
        back at CHRISTIAN.

189     INT. LIMO -- DAY                                                       189

        MIRANDA and ANDY ride in the limo on their way back to Paris.
        MIRANDA is as relaxed as we've seen her.

                               MIRANDA
                     You thought I didn't know.

        ANDY nods.

                               MIRANDA (CONT'D)
                     I've known what was happening for
                     quite some time. It took a little
                     while to find a suitable alternative
                     for Jacqueline, one she would accept.
                     Turned out, that James Holt job is so
                     absurdly overpaid--

189aaA INT. RESTAURANT -- DAY                                               189aaA

        MIRANDA introduces MASSIMO to JACQUELINE.

                               MIRANDA (V.O.)
                     --she jumped at it.

189baA INT. LIMO -- DAY                                                     189baA

        ANDY takes this in...

                               MIRANDA
                     Then I let Irv know Jacqueline was
                     unavailable.

189aA   INT. MIRANDA'S HOTEL ROOM -- DAY                                      189aA

        MIRANDA welcomes IRV into her hotel suite.


                                                                (CONTINUED)
                                                                     102aA.
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189aA   CONTINUED:                                                            189aA


                               MIRANDA (V.O.)
                     Truth is, there's no one who can do
                     what I do, her included.

189aB   INT. LIMO -- DAY                                                         189aB

        ANDY watches MIRANDA, stunned.

                               MIRANDA
                     Any of his other choices would find
                     the job impossible and the magazine
                     would surely suffer. Especially
                     because of the list--

189aC   INT. MIRANDA'S HOTEL ROOM -- DAY                                         189aC

        A quick flash of MIRANDA with IRV. She pushes a list across
        the table.




                                                                   (CONTINUED)
                                                                    102A.
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189aC   CONTINUED:                                                          189aC


                               MIRANDA (V.O.)
                     --designers, photographers, editors,
                     writers, models, all of whom were
                     found and nurtured by me...

189aD   INT. LIMO -- DAY                                                      189aD

        ANDY listens, amazed.

                               MIRANDA
                     ...all of whom have promised to follow
                     me whenever and if ever I leave
                     Runway. To any publication I choose.
                     Of course, as soon as Irv understood,
                     he reconsidered.

189aE   OMITTED                                                               189aE

189aF   INT. LIMO -- DAY                                                      189aF

        ANDY looks at MIRANDA, taking it all in.




                                                                (CONTINUED)
                                                                     103.
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189aF   CONTINUED:                                                          189aF


                               MIRANDA
                     I must say, I was impressed with you,
                     how intently you tried to warn me.

        ANDY looks at her, stunned that she knows.

                               MIRANDA (CONT'D)
                     I never thought I would say this,
                     Andrea, but I see some of myself in
                     you. Your dedication, your focus.

        MIRANDA looks out the window. They're approaching the next
        party and the paparazzi are waiting outside...

                               MIRANDA (CONT'D)
                     People think success happens to you.
                     It doesn't. You choose it. Every day,
                     I choose excellence. Who else does
                     what I do, at my level? Nobody. They
                     don't even understand what it takes,
                     the days, measured in milliseconds...

        ANDY stares at her.

                               MIRANDA (CONT'D)
                     But now you know --and I know -- that
                     you have it in you. That you can see
                     beyond what other people want and
                     choose for yourself.

        She smiles, like she's just given ANDY an enormous
        compliment. ANDY reels.

                               ANDY
                     But I don't think I am like that.

        MIRANDA looks at her. Oh?

                               ANDY (CONT'D)
                     I couldn't do what you did to Nigel,
                     Miranda. There's no way I could do
                     something like that.

        Pause. ANDY can barely believe what she said. But instead os
        exploding... MIRANDA smiles.

                               MIRANDA
                     Of course you can. You already did. To
                     Emily.

        ANDY reels.


                                                                (CONTINUED)
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189aF   CONTINUED: (2)                                                     189aF


                             ANDY
                   That's not what I -- that was
                   different. I didn't have a choice.

                             MIRANDA
                   No. You did choose. You chose to get
                   ahead. You want this life, those
                   choices are necessary.

                             ANDY
                   But what if it's not what I want? I
                   mean, what if I don't want to live the
                   way you do?

        MIRANDA looks at her and smiles, and this time, for the first
        time, her smile is almost maternal.

                             MIRANDA
                   Don't be silly, Andrea. This is what
                   everyone wants. Everyone wants to be
                   us.

        And with that she opens the door to the limo...

189A    EXT. RED CARPET                                                     189A

        ...onto the red carpet where she is instantly embraced by the
        flashing lights of the cameras.

        ANDY quietly steps out behind MIRANDA. Squinting. She's never
        gotten used to the lights.

        MIRANDA moves down the red carpet. We follow her. It's not
        until MIRANDA is about to open the door that she realizes...

        ANDY is no longer beside her.

190     EXT. PARIS STREET -- EVENING                                         190

        We see ANDY, walking up the street in the dusky light.

        She has never looked more beautiful. She is serene. And she
        is free. The wind blows through her hair. She smiles.

        Her phone rings. She looks down. Sees the name MIRANDA.

        ANDY doesn't break stride for a moment as she...

        ...tosses the ringing phone into the nearest fountain.

191     OMITTED                                                              191
                                                                 104A.
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192   INT. AIRPORT -- DAY                                                  192

      ANDY walks off the plane. Sees LILY standing there, among the
      CHAUFFEURS, holding a sign that says SACHS. ANDY cracks up,
      walks over to her.

                           LILY
                 Sorry. Town car's in the shop.




                                                             (CONTINUED)
                                                                         105.
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192   CONTINUED:                                                                  192


                             ANDY
                   You're such a pain.

                             LILY
                   And you'd be lost without me.

                                ANDY
                   True.

      They hug. And start walking away together...

                             LILY
                   Does this mean I have to give my purse
                   back?

      She hugs it close.

193   INT. REUNION RESTAURANT -- DAY                                              193

      ANDY waits nervously. NATE walks in, slides into the booth
      across from her.

                              NATE
                   I have to be at work in ten minutes.
                   What's up?

                             ANDY
                   I just wanted to say...

      She gathers her nerve.

                             ANDY (CONT'D)
                   Nate, you were right. About
                   everything. I turned my back on my
                   friends, my family, on everything I
                   believed in. And for what?

                             NATE
                   Shoes. And jackets and belts and--

                             ANDY
                   Nate, I'm just... I'm so sorry.

      Beat. He looks at her.

                             NATE
                   I flew up to Boston while you were
                   gone. Interviewed at the Oak Room.

                                ANDY
                   And?


                                                                    (CONTINUED)
                                                                         106.
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193   CONTINUED:                                                                193


                             NATE
                   You're looking at their new sous-chef.
                   I'm moving up there in a few weeks.

                             ANDY
                   That's great, I... congratulations.

      A moment. As it sinks in what this means.

                             ANDY (CONT'D)
                   Don't know what I'm going to do
                   without those late night grilled
                   cheeses.

                             NATE
                   They have bread in Boston. Might even
                   have Jarlsberg. We might be able to
                   figure something out.

                                ANDY
                   You think?

                             NATE
                   You never know.

      They smile at each other. Friends, at least, for now.

                              NATE (CONT'D)
                   So, how about you? What are you going
                   to do now?

                                ANDY
                   Not sure.

                             NATE
                   I'm not worried about you. Anything
                   you try, you're gonna kick ass.

                             ANDY
                   You think so?

                             NATE
                   No. I know it.

                             ANDY
                   Thanks. I actually have a job
                   interview today.

      Beat. He looks her up and down.

                             NATE
                   And that's what you're wearing?
                                                                 106A.
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194   OMITTED                                                              194

195   INT. OFFICE -- DAY                                                   195

      ANDY sits across from a scruffy guy in his early forties.

                           EDITOR
                 You know our pay is crap.




                                                             (CONTINUED)
                                                                      107.
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195   CONTINUED:                                                             195


                             ANDY
                   That's fine.

                             EDITOR
                   Your clips were excellent. That thing
                   on the janitor's union... that's
                   exactly what we do here.

      She smiles, humble now.

                             EDITOR (CONT'D)
                   My only question is... Runway? What
                   the hell kind of blip was that?

                             ANDY
                   Learned a lot. In the end, though, I
                   kind of screwed it up.

                             EDITOR
                   That's not what I hear.

      ANDY looks at him, confused.

                             EDITOR (CONT'D)
                   I called over there for a reference,
                   left word with some snooty girl, next
                   thing you know I got a fax from
                   Miranda Priestly herself--

      ANDY blanches.

                             EDITOR (CONT'D)
                   ...saying that of all the assistants
                   she had, you were by far her biggest
                   disappointment.

      ANDY takes a deep breath...

                             EDITOR (CONT'D)
                   And that if I don't hire you I'm an
                   idiot.

      On ANDY, stunned.

                             EDITOR (CONT'D)
                   You must have done something right.

196   OMITTED                                                                196
                                                                    108.
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197    EXT. ELIAS CLARKE -- DAY                                              197

       ANDY walks over to the Elias-Clarke building, looking at a
       place that was, in its way, a home to her.

       Her eyes sweep up the building to the Runway offices.

       She takes out her cell phone.

198    INT. RUNWAY - BULLPEN -- DAY                                          198

       We see EMILY, back at her desk. The camera widens out so we
       can see... a new SECOND ASSISTANT, eager and nervous. She is
       showing EMILY a letter. 

                            EMILY
                  My God, you call this a letter? Can
                  you spell any word in the English
                  language?

       The phone rings. EMILY picks up.

                            EMILY (CONT'D)
                  Miranda Priestly's office.

                            ANDY
                  Emily, it's Andy. Don't hang up. I
                  have a favor to ask you.

198A   INT. RUNWAY -- BULLPEN -- DAY                                         198A

       EMILY looks incredulous.

                             EMILY
                  You're joking. YOU have a favor to
                  ask of ME?

198B   EXT. STREET -- DAY                                                    198B

       ANDY is walking up the street, on her cell phone. 

                            ANDY
                  Thing is, I have all these clothes
                  from Paris and I don't have
                  anyplace to wear them, so I was
                  wondering... is there any way you
                  could take them off my hands? 

       Beat. EMILY realizes what ANDY is offering, but she won't let
       that show... 



                                                               (CONTINUED)
                                                                   108A.
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198B   CONTINUED:                                                          198B


                              EMILY
                    Well, I don't know. It is a huge
                    imposition, but I suppose I could
                    help you out... I'll have Roy pick
                    them up this afternoon. 

                              ANDY
                    Thanks, Emily. I appreciate it. 

198C   INT. RUNWAY -- DAY                                                  198C

       And without a goodbye, EMILY hangs up. The slightest smile
       creeps across EMILY'S face, but she quickly recovers, hands
       the ASSISTANT the letter. 

                              EMILY
                    Why can't you be more like Andy?

199    EXT. STREET -- DAY                                                   199

       ANDY hangs up her phone and smiles. And suddenly she sees
       MIRANDA walk out of the building, on the phone.

                              MIRANDA
                    ...I don't understand why it's so
                    challenging to get a car when I ask
                    for one.

                              EMILY (O.S.)
                    It should be there any second.

       And at that moment the car edges into view. MIRANDA hangs up
       and strides towards it.

       And just then something catches MIRANDA'S eyes. ANDY,
       watching her. They look at each other.

       A beat.

       And then ANDY nods her head -- in thanks, in salutation, and
       in farewell...

       But MIRANDA does not react. She gets into the car.

       ANDY shakes her head. That's MIRANDA. She smiles, then turns
       and starts to walk down the street.
                                                                 108B.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05




200   INT. CAR -- DAY                                                      200

      MIRANDA gets in, sits back in her seat. Through her window
      she can see ANDY, a bounce in her step, walking away...

      And MIRANDA, alone, where no one can see her, finally breaks
      into a real smile.




                                                             (CONTINUED)
                                                                  109.
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200   CONTINUED:                                                         200


      She nods to her driver. Let's go.

201   EXT. STREET -- DAY                                                 201

      ANDY walks away, smiles, shakes her head, the whole thing
      almost like a dream. And as she continues moving confidently
      in the opposite direction from MIRANDA we...

      FADE OUT