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THE BRIDGES OF MADISON COUNTY

Updating Time:2007-1-14 1:24:06

THE BRIDGES OF MADISON COUNTY



	Our story begins in 1965, on a hot afternoon in August.



	FADE IN



	EXT. IOWA LANDSCAPE  - DAY



	Rolling green hills, lush farmland, vast open space. Not a 

	house or sign of life in sight. On a long dusty road, a TRUCK 

	is driving across the screen. Clouds of dirt follow in its 

	tracks -- its motor, the only sound we hear.



	INT. TRUCK - DAY



	FRANCESCA JOHNSON is sitting in the front seat of the pick-up 

	truck. Her expression is distant. Her eyes are sad, as if 

	hiding a burden she can hardly bear. Her husband, RICHARD 

	JOHNSON, is driving.



			    RICHARD

		You feeling better Franny?



			    FRANCESCA

		Yes. I'm fine. It's just this heat I 

		think.



	He nods, satisfied. He turns on the radio as the VOICE OF 

	DINAH WASHINGTON sings a bluesy, haunting love song, "I'LL 

	CLOSE MY EYES."



			    DINAH WASHINGTON

			(SINGS)

		"I'LL CLOSE MY EYES... TO EVERYONE 

		BUT YOU... AND WHEN I DO... I'LL SEE 

		YOU STANDING THERE..."

			(CONTINUES)



			    RICHARD

			(surprised)

		What station is this?



			    FRANCESCA

		It's a Chicago station. I found it 

		the other day.



			    RICHARD

		Kinda pretty. Is this uh... jazz 

		kinda singing?



			    FRANCESCA

			(nicely)

		I don't know. Can we turn it off? I 

		have such a headache.



			    RICHARD

		Sure.



	Richard shuts it off. Francesca turns her face away from him 

	to look out at the vast expanse out of the countryside.



	EXT. JOHNSON HOUSE - DAY



	The truck stops in front of an isolated FARM HOUSE. A wooden 

	gate stands twenty yards from the front door. A barn and a 

	hot house sits on either side, surrounded by acres and acres 

	of beautiful pasture.



	CAROLYN JOHNSON, a sixteen-year-old girl, steps out from the 

	vegetable garden with an arm full of vegetable. She watches 

	her parents exit the truck.



	Francesca carries her groceries, walking briskly through the 

	front gate and entering the house.



	Richard grabs a bag of feed from the flatbed and strolls more 

	leisurely. When he walks through the front gate, he notices 

	something on the ground and picks it up. It is a BUTTON with 

	RED NATURAL surrounding it. As if it had been torn from a 

	piece of clothing. His daughter approaches him.



			    RICHARD

		Your mother isn't feel well. I want 

		you to help her out tonight with 

		dinner.

			(she nods)

		Tell Michael to put this feed away.



	He puts the feed bag down. She exits. He enters the house.



	INT. FRONT HALL - DAY



	Richard enters the front hall opposite the stairs to the 

	second floor. To his left is the living room. To his right, 

	through an archway is the kitchen. He moves towards the stair 

	when he suddenly hears the kitchen radio turned on and "I'LL 

	CLOSE MY EYES" continues. It puzzles him. He looks to the 

	kitchen. Francesca is obviously there but we can't see her. 

	He is about to call to her when his son, Michael, yells:



			    MICHAEL (O.S.)

		Dad! You bought the wrong feed!



			    RICHARD

			(irritated)

		What?!



	He exits through the house to the back door.



	INT. KITCHEN - LATER



	The family-- Francesca, Richard, Carolyn and their seventeen-

	year-old son MICHAEL -- are eating supper. No one speaks.



			    FRANCESCA

		So what are you going to do with the 

		prize money?



			    CAROLYN

		I don't know. I might save up for one 

		of those hi-fi stereo players like 

		Peggy has.



	Francesca nods. Silence again. She asks her son:



			    FRANCESCA

		Are you seeing Betty tonight?



			    MICHAEL

			(eating)

		Nah.



	Silence. She is used to her son's one syllable answers.



			    RICHARD

		Oh! Frannie, is this yours?



	He places the button with red material on the table. Hiding 

	her surprise, Francesca takes the button.



			    FRANCESCA

		You found it! I got my dress caught 

		on that damn gate. You must have eyes 

		like a hawk.



			    FRANCESCA (cont'd)

		You must all be tired. You got home 

		so early. What time did you leave 

		Illinos this morning?



			    RICHARD

		'Bout 4:30.



			    FRANCESCA

		Well you should all go to bed early. 

		I'll do the cleaning up.



	This last remark she addresses to her daughter. Everyone 

	returns to their silent eating.



	INT. JOHNSON HOUSE - NIGHT



	The house is asleep and dark except for a bright light coming 

	from the kitchen. Carolyn quietly exits her bedroom in her 

	nightclothes. She was awakened by noises coming from the 

	kitchen downstairs.



	INT. KITCHEN -



	She enters to find the lights are on. An empty cake pan and 

	a half-used bowl of frosting sitting unwashed in the sink. 

	She hears the motor of the truck being turned on. She moves 

	to the front hall and looks out through the door to see:



	The truck driving away. She calls out:



			    CAROLYN

		Mom!



	But she gets no response. She stands there wondering where 

	her mother could possibly being going this time of night, as 

	we -



							DISSOLVE TO:



	THIRTY YEARS LATER - SAME LOCATION



	Carolyn, thirty years older, stands in the same doorway of 

	the same house thinking back to that evening her mother acted 

	so strangely.



	A LAWYER is unpacking a briefcase in the living room off the 

	front entrance.



	Carolyn sees a car with Florida plates driving up to the 

	house. She smiles.



	EXT. JOHNSON HOUSE - DAY



	Carolyn steps out of the doorway and heads for the car, out 

	of which exit her brother Michael and his country girl wife 

	BETTY, a stout buxom chatterbox. Both boast Florida tans and 

	fashion styles.



			    MICHAEL

			(to Carolyn)

		Explain to me again why we didn't do 

		this in Des Moines in an air 

		conditioned office?



			    CAROLYN

		Mom's orders.



			    MICHAEL

		Lawyer here?



			    CAROLYN

			(nods)

		I have some sandwich fixings if 

		you're hungry.



			    BETTY

			(proudly)

		No, we just had lunch at the hotel 

		with my brother and his new wife. She 

		told me all the dirt. I forgot how 

		interesting things can get around 

		here. It was so good to see them. The 

		last time we visited they were in 

		Europe. He is doing so well. He 

		ordered champagne. For lunch! I 

		nearly died.



			    MICHAEL

		I nearly died when we split the bill.



			    BETTY

		Michael doesn't understand. People 

		who make the kind of money my brother 

		makes don't carry money on them. They 

		keep it all in various accounts.



			    MICHAEL

		Then we should have had lunch at the 

		bank.



	Carolyn tries not to laugh. Betty shoots him a dirty look, 

	then stops to take in the house and its surroundings.



			    BETTY

		Boy. It sure has been a long time.



			    MICHAEL

			(correcting her)

		We were here two Christmases ago.



			    BETTY

		Well, that's a long time.



			    MICHAEL

		It's not that long.



			    BETTY

			(suddenly upset)

		Well, why don't I just say black so 

		you can say white!

			(to Carolyn)

		Don't be surprised to find your 

		brother hasn't changed an iota. He 

		hardly ever talks and when he does 

		it's in that tone! You should have 

		heard him at lunch -- not two words 

		until the bill came and then he says, 

		"Worth every penny."



			    MICHAEL

			(defensive)

		SO!



			    BETTY

			(angry)

		You said it in that tone! Like you 

		were angry at me, my brother, at 

		the world for forcing you to eat a 

		nice lunch!



			    MICHAEL

		Oh Jesus.



			    BETTY

			(staring to cry)

		I simply can not stand that tone!



			    CAROLYN

			(sympathetically)

		Come inside. You're just tired from 

		the trip.



	She comforts Betty who indulges in the attention.



			    BETTY

		I am so sick and tired of apologizing 

		and not knowing what I've done!



			    CAROLYN

		I'm sure you haven't done anything. 

		Have some iced tea. How are the kids?



			    MICHAEL

		He dropped them off at Betty's mom. 

		Where's Steve?



			    CAROLYN

			(uncomfortably)

		He's not coming.



	Betty suddenly stops crying and abrasively focuses on 

	Carolyn's problems.



			    BETTY

		Aw, is he still cheating on you, 

		hon?



	Carolyn suddenly hoses sympathy for her.



	INT. LIVING ROOM - DAY



	The lawyer hands Michael a document.



			    LAWYER

		Just sign here as having received the 

		contents from the safe deposit box.

			(Michael does)

		And this one, which clears the bank 

		of all further responsibility fo0r the 

		contents.



	Betty whispers to Carolyn.



			    BETTY

		This is kind of exciting. You think 

		we'll find out your mother had 

		secret millions lying around?



	Carolyn smiles weakly. Michael hands back the papers.



			    LAWYER

		All right. Why don't we begin.



	He takes out Francesca's Last Will and Testament.



			    LAWYER (cont'd)

		Your mother has been interred at 

		Lakeside Funeral Home until 

		arrangements can be made.



			    MICHAEL

			(to Carolyn)

		I thought everything WAS arranged.



			    CAROLYN

		Well, there's a problem.



			    MICHAEL

		What problem?



			    LAWYER

		Your mother left explicit 

		instructions that she wished to be 

		cremated.



			    MICHAEL

		Cremated?!



			    BETTY

		Eeeww!



			    CAROLYN

		I know. I don't understand it either.



			    MICHAEL

		When did she decide this?



			    LAWYER

			(reading will)

		Apparently just before her death.



			    MICHAEL

		Well, that's crazy. I don't know 

		anybody who gets cremated.



			    BETTY

		My Jewish friend's grandmother did.



			    MICHAEL

		Well, no one in my family did! Dad 

		bought cemetery plots at Oak Ridge. 

		One for him, one for mom.



			    LAWYER

		It clearly states in the will --



			    MICHAEL

		I don't care what it says! Maybe Mama 

		was delirious, you know. She didn't 

		know what she was saying. If she 

		wanted to be cremated, why the hell 

		did she let dad buy two plots, huh?



			    LAWYER

		Well, she was very specific. She 

		wanted her ashes to be thrown over 

		Roseman Bridge.



			    MICHAEL

		WHAT!



			    BETTY

		How bizarre!



			    CAROLYN

		Mr. Peterson, are you sure mama wrote 

		all this?



			    LAWYER

		Well, it was notarized, and witnessed 

		by a Mrs. Lucy Delaney. Maybe you can 

		ask her.



			    MICHAEL

		Who the hell is Lucy Delaney?



			    CAROLYN

		I remember a Mrs. Delaney but Mama 

		told me years ago she died.



			    MICHAEL

		Well, I don't care if it's legal or 

		not, we're not cremating her and 

		throwing her all over some bridge 

		where we can't even go visit her 

		because she's going to be blown all 

		over the place like an ashtray.



			    BETTY

		Not to mention people driving over 

		her and doggies doing their business --



			    MICHAEL

			(interrupting)

		We're not doing it! I'm not even sure 

		it's Christian.



			    BETTY

		Maybe it's an Italian thing. Their 

		mother was Italian.



			    MICHAEL

		Doesn't matter. Move on.



	The women dare not object. The lawyer raises his eyebrows 

	and continues:



			    LAWYER

		Well, we'll come back to that. Shall 

		we open the box?



							JUMP CUT TO:



	MOMENTS LATER



	C.U. SAFETY DEPOSIT BOX



	A key is inserted and the lid is opened. There are many 

	papers, deeds, et. Michael begins sorting through these.



	Carolyn notices a manila envelope addressed to her mother, 

	postmarked 1965. She opens it up to find TWO LETTERS and A 

	PHOTOGRAPH -- FRANCESCA standing NEAR A COVERED BRIDGE, her 

	hair wind blown, her expression serene, beautiful and sad. 

	She wears a RED DRESS with buttons down the front.



			    CAROLYN

		Michael, look -- I've never seen this 

		picture of mama. Have you?



	Betty and Michael look over her shoulder. He shakes "no."



			    CAROLYN (cont'd)

		It was in this envelope from 1965.



			    BETTY

		She's not wearing a bra.

			(takes bridge photo)

		This is Roseman Bridge in case 

		anyone's interested.



	Interested yes, but no one thinks anything of it. Michael 

	returns to the other papers. Betty takes the photograph for 

	further examination. Carolyn opens one of the letters and 

	begins to read.



	The following dialogue is heard OS, as CAMERA ANGLES ON 

	CAROLYN reading one of the letters:



			    BETTY (O.S.)

		It's a beautiful picture of her.



			    MICHAEL (O.S.)

			(to lawyer)

		Why are there two deeds here?



			    LAYER (O.S.)

		One of for the original parcel your 

		father bought and this one is for the 

		additional acres he purchased in '59.



			    MICHAEL (O.S.)

		And this?



			    LAWYER (O.S.)

		Those are bills of sale from the 

		equipment your mother sold in ..

			(CONTINUES O.S.)



	Throughout their conversation, we focus on Carolyn as she 

	reads and her expression sinks into one of shock and 

	confusion. She flips to the last page of the letter to read 

	who it is from. She can't believe her eyes.



			    BETTY (O.S.)

		What's that?



	Carolyn jumps a little, so engrossed in her discovery. She 

	lies.



			    CAROLYN

		Oh, just a old letter from a friend.



			    BETTY

			(laughs)

		No treasure maps, huh?



			    CAROLYN

			(laughs nervously)

		No.



	Betty starts inspecting knit knacks around the house she 

	might be able to take. Carolyn looks to Michael.



			    CAROLYN (cont'd)

		Michael.



			    MICHAEL

			(reading documents)

		Yeah.



			    CAROLYN

		Michael.



			    MICHAEL

			(irritated)

		What?!



			    CAROLYN

		Come here a minute.



	Michael crosses impatiently to Carolyn. Carolyn looks around 

	to the others, then guides him OS into the kitchen for 

	privacy. He protests.



			    MICHAEL

		What? Where are we going?



	They exit. Alone with the impatient lawyer, Betty examines a 

	vase as she pumps him for info.



			    BETTY

		Did she say anything in there about 

		me? Leaving me anything in particular?



			    LAWYER

		No.



	Betty prattles on as she examines each item, much to the 

	lawyer's dismay, hiding her resentment and hurt.

	

			    BETTY

		I didn't expect so. She never liked 

		me. It's okay. I always knew. Thought 

		we married too young. Nobody broke 

		his arm -- that's what I said but you 

		know mothers and their sons. Also, 

		she never liked the fact of us moving 

		to Florida although what's where the 

		opportunities were. Couldn't deny 

		that. Suppose we should have visited 

		more but you know she hardly ever 

		made an effort to come to Tampa. Not 

		even to see her grandchildren. She 

		was a cold woman. They say Italians 

		are hot-blooded but not her. She was 

		cool as ice.

			(picks up a 

			 candlestick)

		She leaves these to anyone?



	Michael and Carolyn re-enter the living room. Michael's 

	expression now matches Carolyn in disbelief.



			    BETTY (cont'd)

		What's going on?



			    MICHAEL

		Um... we were just wondering how it 

		might be better if me and Carolyn 

		went over the stuff by ourselves. Not 

		keep you two waiting around. I'll 

		contact your office about the legal 

		work.



	Grateful, the lawyer packs up to leave.

	

			    BETTY

		I don't mind waiting.

	

			    MICHAEL

		Well, there's a lot of boring stuff to 

		do. Lists of people we have to write 

		to. Find mama's relatives addresses 

		in Italy -- stuff like that.

	

			    BETTY

		Well, I can help.

	

			    MICHAEL

		I said NO!

	

	That came out a bit aggressively. Betty is hurt.

	

			    MICHAEL (cont'd)

		Why don't you go to your mothers. Or 

		back to the hotel. Sit in some air 

		conditioning. Take a bath.

	

			    BETTY

			(near tears)

		I do not need instructions from you 

		to bathe!

			(gets her bag)

		I knew you'd do this! I knew I'd come 

		all the way here and be shut out as 

		usual! I came to be here for you! I 

		didn't have to come!

			(genuinely hurt)

		Lord knows I was never much welcome 

		in this house before. Apparently dead 

		or alive, nothing's changed.

	

			    CAROLYN

		Aw, Betty.

	

	Carolyn feels badly for her. An impatient Michael refuses 

	sympathy. Embarrassed, Betty starts to exit then stops at 

	the mantle.

	

			    BETTY

		Carolyn -- you want these 

		candlesticks?

	

			    CAROLYN

		No. You can have them.

	

	Betty grabs them both and exits. Carolyn looks at him 

	disapprovingly. Michael takes the letter from her hand.

	

			    MICHAEL

		Now what's this about?

	

							CUT TO:



	INT. KITCHEN - LATER



	Sitting at the kitchen table, Carolyn is in the middle of 

	reading the letter to Michael.



			    CAROLYN

		"-- going over and over in my mind 

		every detail, every moment of our 

		time together and I ask myself, "What 

		happened to me in Madison County?" I 

		struggle to put it together in a way 

		that allows me to continue knowing 

		we're on separate roads. But then I 

		look through the lens of my camera, 

		and you're there. I start to write an 

		article and I find myself writing it 

		to you. It's clear to me now we have 

		been moving towards each other, 

		towards those four days, all our 

		lives --



			    MICHAEL

			(rises)

		Goddamn sonofabitch! I don't want to 

		hear anymore! Sonofabitch! Burn the 

		damn thing! I don't want to hear it! 

		Throw it away!



	Carolyn continues reading silently. Michael's curiosity gets 

	the best of him:



			    MICHAEL

		What's he saying now?



			    CAROLYN

		Well, he just gets on about how if 

		mama ever needed him, she could find 

		him through the National Geographic 

		magazine. He as a photographer. He 

		promises not to write again. Then all 

		it says is...

			(beat)

		I love you... Robert.



			    MICHAEL

		Robert! Jesus! I'll kill him.



			    CAROLYN

		That would be some trick. He's 

		already dead. That's what this other 

		letter is.

			(takes letter and 

			 skims)

		From his attorney. He left most of 

		his things to mama and requested...

			(she stops)



			    MICHAEL

		What?



			    CAROLYN

		That he be cremated and his ashes 

		thrown on Roseman Bridge.



			    MICHAEL

		DAMN HIM! I knew mama wouldn't have 

		thought of that herself. It was some 

		damn perverted... photographic mind 

		influencing her! When did the bastard 

		die?



			    CAROLYN

		'82.



			    MICHAEL

		Wait a minute! That was thirty years 

		after daddy. Do you think...?



			    CAROLYN

		I don't know. I'm completely in the 

		dark here. That's what I get for 

		moving away.



			    MICHAEL

		This happened way before we both got 

		married. I... I can't believe it.

			(then, innocently)

		You think she had sex with him?



	Carolyn cannot believe he is this dense.



			    CAROLYN

			(sarcastic)

		My Lord. It must feel real nice 

		living inside your head with Peter 

		Pan and the Easter Bunny.



			    MICHAEL

		Don't talk to me like that. She was 

		my mother for Christsakes. And now I 

		find out she was... She was a --!



			    CAROLYN

		Don't say that!



			    MICHAEL

		Well, what am I supposed to think?



			    CAROLYN

		I can't believe she never told me? We 

		spoke at least once a week. How could 

		she do that?



			    MICHAEL

		How did she meet him? Did Dad know? 

		Anything else in that envelope?



			    CAROLYN

		No, I don't think so. I --



	She dumps it over and a SMALL KEY FALLS OUT. Pause, as 

	Carolyn and Michael look to each other -- they grab the key 

	and run out of the kitchen, almost comically falling over 

	each other in their obsession to put this puzzle together.



	A SERIES OF JUMP CUT --



	From one lock to another as they try to find the keyhole that 

	fits the key -- they try closets, attic doors, jewelry boxes, 

	night tables, vanity drawers... Finally --



	INT. BEDROOM - DAY



	At the foot of their parents bed sits an WALNUT HOPE CHEST, 

	covered with a tapestry. Michael and Carolyn look to each 

	other first, before one removes the tapestry and the other 

	tries the key. It fits. They open the chest to find:



	Camera equipment, a chain with a medallion that reads 

	"FRANCESCA," three leather bound notebooks -- and a sealed 

	envelope with "Carolyn or Michael" written on it.



			    CAROLYN/MICHAEL

		You read it!



	Carolyn relents. She takes out the lefter and reads:



			    CAROLYN

		"January, 1987. Dear Carolyn. I hope 

		you're reading this with Michael. I'm 

		sure he wouldn't be able to read it 

		by himself and he'll need some help 

		understanding all this, especially 

		the parts about me having sex..."



	Insulted, Michael pulls the lefter out of her hand and 

	defiantly attempts to read it aloud himself to disprove his 

	mother's claim. But after looking at a few lines, he 

	surrenders and hands the lefter back to his sister.



			    CAROLYN (cont'd)

		"First, and most of all, I love you 

		both very much and although I feel 

		fine, I thought it was time to put my 

		affairs, excuse that word, in order."



			    MICHAEL

		I can't believe she's making jokes.



			    CAROLYN

		Sshhh. "After going through the 

		safety deposit box, I'm sure you'll 

		find you're way to this letter. It's 

		hard to write this to my own 

		children. I could let this die with 

		the rest of me, I suppose. 

			(cont'd)

		But as one gets older, one fears 

		subside. What becomes more and more 

		important is to be known -- known for 

		all that you were during this brief 

		stay. Row said it seems to me to leave 

		this earth without hose you love the 

		most ever really knowing who you 

		were. It's easy for a mother to love 

		her children no matter what -- it's 

		something that just happens. I don't 

		know if it's as simple for children. 

		You're all so busy being angry at us 

		for raising you wrong. But I thought 

		it was important to give you that 

		chance. To give you the opportunity 

		to love me for all that I was..."



	Carolyn and Michael look to each other like two school 

	children about to take a difficult exam. They continue.



			    CAROLYN (cont'd)

		"His name was Robert Kincaid. He was 

		a photographer and he was here in 

		1965 shooting an article for National 

		Geographic on the covered bridges of 

		Madison County. Remember when we got 

		that issue and looked at those 

		bridges we'd seen for years but never 

		noticed? How we felt like 

		celebrities? Remember when we started 

		getting the subscription?



	They don't remember.



			    CAROLYN (cont'd)

		I don't want you to be angry with 

		him. I hope after you know the whole 

		story, you might even think well of 

		him. Even grateful.



			    MICHAEL

		Grateful!?



			    CAROLYN

			(reads)

		"... It's all there in the three 

		notebooks. Read them in order. 

		If you don't want to, I suppose 

		that's okay too. But in that case I 

		want you to know something -- I never 

		stopped loving your father. He was a 

		very good man. It's just that my love 

		for Robert was different. He brought 

		out something in me no one had ever 

		brought out before, or since. He made 

		me feel like a woman in a way few 

		women, maybe more, ever experience..."



			    MICHAEL

		That's it!



	Grabbing the letter, he starts putting everything back in the 

	trunk.



			    CAROLYN

		What are you doing?



			    MICHAEL

		This is crazy. She waits till she's 

		dead to tell us all this. Well, I got 

		news for you. She was my mother. 

		That's enough for me. I don't have to 

		know who she was.



			    CAROLYN

		Well, I'd like to read them.



			    MICHAEL

		No. We're going to lock this up and --



			    CAROLYN

		STOP IT!

			(Michael freezes)

		I want to read them! If you don't 

		want to, then just leave. But don't 

		you push me around like I'm some mule 

		you paid for -- I already GOT A 

		HUSBAND!



	Michael is stymied.



	INT. KITCHEN - LATER



	Carolyn opens the first notebook which is dated AUGUST 1965. 

	Michael sits beside her with a cup of coffee.



			    CAROLYN

			(reads)

		"I suppose his coming into my life 

		was, in many ways, prepared for 

		weeks, maybe even months before. 

		There was a restlessness I feeling. 

		Out of the blue and for no apparent 

		reason. There's nothing more 

		frightening to a woman whose been 

		settled down for almost twenty years 

		than to suddenly feel unsettled. I 

		don't know when it started ... I do 

		remember one night in particular, a 

		little over a week before Robert 

		arrived..."



	CAROLYN'S VOICE BECOMES FRANCESCA'S VOICE AS WE:



							DISSOLVE TO:



	1965



	INT. JOHNSON'S BEDROOM - NIGHT



	Richard is fast asleep while Francesca sits up in bed reading.



			    FRANCESCA (V.O.)

		"It was late at night after a long 

		day. Your father was tired -- fighting 

		all afternoon with that new 

		equipment Robert Harrison convinced 

		him to buy. But I wasn't tired. 

		Lately, I could hardly sleep more 

		than two hours a night. I was reading 

		some John O'Hara novel, skimming the 

		words, turning the pages without 

		absorbing what I was reading. My mind 

		was far away. And no matter how I 

		tried, I couldn't call it back."



	Francesca closes the book and turns off the light. She 

	nestles into the bed and tries to sleep. After a beat, she 

	opens her eyes and turns on the light. As she gets out of bed 

	she awakens Richard.



			    RICHARD

		What time is it?



			    FRANCESCA

		Later. Go back to sleep.



			    RICHARD

		Where you going?



			    FRANCESCA

		I'm not tired. I thought I might 

		finish Carolyn's skirt.



			    RICHARD

		Now?!

			(checks clock)

		It's after eleven.



			    FRANCESCA

		I can't sleep.



			    RICHARD

		Again? Maybe you should see a doctor.



			    FRANCESCA

		I'm not sick, Richard. I'm just not 

		tired, now go back to sleep before 

		you're up for the whole night too!



	Francesca exits. Richard nestles under the covers, mumbling:



			    RICHARD

		If you're not sick, how can it be 

		contagious?



	INT. ATTIC - NIGHT



	Francesca sits at her sewing machine, working on Carolyn's 

	skirt. When the thread runs out, she checks her sewing box 

	for another spool of that color. Not finding it, she raises 

	and walks to an opened closet. She pulls on a light cord and 

	checks her supplies.



	There are shelves of boxes, crates, old clothes and shoes all 

	crammed together. She pulls out one shoe box and an entire 

	stack of items tumble off the shelf onto her head.



			    FRANCESCA

		Damn it! Shit!



	She looks at the mess and decides it's time to re-organize.



	LATER:



	The clock reads 2:30 AM. The closet has been emptied. 

	Francesca rummages through box after box.



	Two huge piles have been created -- one for items to be thrown 

	away, another for items to be kept. Francesca is wiping the 

	bare shelves down with a rag and some cleanser. Looking up to 

	the bottom of the next shelf, she notices A SHOULDER STRAP 

	hanging, wedged between the wall and the shelf. Pulling over 

	a stool, she steps up to be eye level with the shelf.



	It is an OLD HANDBAG -- of a style not seen since the forties 

	when she was a young girl. She pulls it down to examine. It 

	is very dusty and worn, but the snaps still work. She places 

	it against her side to see if it would still be fashionable. 

	She opens it and finds an old lipstick -- reading the bottom 

	where the name of the shade is located.



			    FRANCESCA (cont'd)

		Ha, they don't even made this color 

		anymore.



	She exits the closet and moves to an old mirror, trying the 

	lipstick on. As she decides whether or not she likes it, a 

	thought occurs to her... she remembers something.



	She crosses back to the handbag and feels the inside for a 

	compartment hidden by a flap of material and a snap. She 

	unsnaps it and an old BACK & WHITE PHOTO slips out. She 

	looks at its image -- two young people against an Italian 

	background. Francesca is twenty years younger with her arms 

	around a handsome, black-haired charmer named --



			    FRANCESCA (V.O.)

		"Niccolo. I couldn't remember the 

		last time I had seen that face. And 

		then the memories wouldn't stop. 

		Like an avalanche..."



							CUT TO:



	FLASHBACK -



	EXT. NAPLES COUNTRYSIDE, 20 YEARS EARLIER - DAY



	A hot, breezy summer day. A young vibrant Francesca is 

	storming through an open field, angry, while Niccolo calls 

	after her in pursuit.



	The following scene is played in Italian with subtitles.



			    NICCOLO

		Francesca! Francesca! Where the hell 

		are you going?



			    FRANCESCA

		Leave me alone!



			    NICCOLO

		You play these games and I'm supposed 

		to follow -- run after you like a 

		schoolboy. Well, I'm not! I'm fed up!



	Niccolo stops. Several yards ahead of him, Francesca stops 

	and turns. Suddenly, she storms back towards him until they 

	are face to face.



			    FRANCESCA

		So that's it! You just give up!



			    NICCOLO

		What "give up"? You agreed with them! 

		Mommy and Daddy said stay away from 

		me and you said all right. What am I 

		supposed to do?



			    FRANCESCA

		Fight for me!



	Niccolo grabs her violently.



			    NICCOLO

		ENOUGH! You don't know what you want! 

		Stop looking for me to tell you! STOP 

		IT!



	Francesca knows he's right. He releases her.



			    NICCOLO (cont'd)

		We can go back now and end it or we 

		can go back and you tell them off. 

		This is your choice! Not mine. But I 

		won't do this anymore. This is for 

		children!



	Frustrated and sad, Francesca sits upon the ground. Niccolo 

	knows she cannot face her parents yet he looks sympathetic.



	EXT. JOHNSON HOUSE - DAWN 1965



	Francesca sits on the back porch in her bathrobe, looking out 

	over the pasture as if she were watching the previous scene 

	happen right before her eyes.



	In the pasture stands NICCOLO as he was twenty years ago. 

	Memories have overlapped. A field in Naples is now a pasture 

	in Iowa and Niccolo is as real to her as the grass. He is 

	staring at her seated on the porch of her Iowa home, a woman 

	twenty yards older than when he knew her. He smiles.



			    FRANCESCA (V.O.)

		"I had forgotten this. I had somehow 

		remembered it being more his fault, 

		his decision. Then I remembered we 

		made love in that field before we 

		left for home. And I remembered it 

		was my idea. I remembered tearing 

		his shirt and biting his body, hoping 

		he would kidnap me. I had forgotten 

		that too. And I wondered, as I sat 

		there... how many other things I'd 

		forgotten."



			    RICHARD (O.S.)

		Frannie.



	Startled, Francesca turns as if she were caught in the act. 

	Richard is fully dressed, prepared to start the day. 

	Francesca turns back to the pasture -- Niccolo is gone.



							CUT TO:



	INT. JOHNSON HOUSE - EVENING



	It is a week later. Francesca is making dinner. A COUNTRY 

	STATION is tuned in on the radio.



			    FRANCESCA (V.O.)

		"The following week was the Illinos 

		State Fair. The two of you were going 

		with dad to exhibit Carolyn's prize 

		steer. It was the Sunday night you 

		left. I know it sounds awful but I 

		couldn't wait for you all to leave. 

		You were going to be gone until 

		Friday. Four days...

			(beat)

		Just four days..."



	Francesca's expression looks as if she needs a break from her 

	family for more like four years.



			    FRANCESCA (cont'd)

		Michael! Carolyn! Richard! Dinner!



	She sets down a bowl of potatoes, a plate of sausages, coffee 

	and corn as one by one her family enters and sits down.



	Michael enters through a screen door from the back, letting 

	the DOOR SLAM SHUT.



			    FRANCESCA

		Michael, what did I tell you about 

		that door?



	Richard enters after Michael, letting the door SLAM THE same 

	way. Francesca is about to say something, but gives up.



	Everyone begins eating -- in complete silence.



	When Michel can't open the ketchup bottle, Francesca grabs 

	it, palms the top skillfully and twists it off. She hands it 

	back to Michael who makes no comment.



	When Richard scans the table for something that obviously 

	isn't there, Francesca is up out of her seat before he can 

	ask, at the fridge, grabbing the sour cream, closing the 

	fridge and back at the table with incredible swiftness.



	When Michel moves his big arm to reach for the salt, he 

	knows over his cup and saucer, which Francesca catches with 

	both hands before they hit the floor. Her reflexes are like 

	a trained athlete.



	Finally, Francesca is able to sit and sip her coffee. She 

	watches her teenage daughter fill her plate with a blank 

	expression that lets nothing slip through -- no indication of 

	all the tempests of emotions that go through a teenage girl.



			    FRANCESCA

		You excited about going, Carolyn?



	Without looking up, Carolyn fakes a smile. Looking at her, 

	Francesca remembers Carolyn as a three-year-old girl:



	FLASHBACK.



	In the same kitchen, THREE-YEAR-OLD CAROLYN runs around her 

	mother's feet completely naked, squealing with delight as 

	Francesca flicks her water from the tap.



	FLASHBACK ENDS.



	Francesca watches as Carolyn eats in silence, distant, locked 

	in her own secret teenage thoughts and dreams.



	Francesca then looks to her son, shoveling food into his 

	mouth at an alarming rate. She attempts a conversation.



			    FRANCESCA (cont'd)

		How was your date last night?



			    MICHAEL

			(w/o looking at her)

		Okay.



			    FRANCESCA

		What's her name?



			    MICHAEL

		Betty.



			    FRANCESCA

		What's she like?



			    MICHAEL

		Okay.



	Silence. Frustrated, Francesca has a fantasy -



	FANTASY:



	Francesca picks up a blunt butter knife, rises out of her seat, 

	grabs her son and shoves the knife at his throat:



			    FRANCESCA

		Do you like her?



	Michael finally reacts with more than one word -- frightened 

	for his life.



			    MICHAEL

		Uh... Yeah. Yeah. She's real nice.



			    FRANCESCA

		Well, what's nice about her? Tell us!



			    MICHAEL

		Well, she's... she's real pretty and

		... and she's got a cute shape... 

		she's a good sport, ya know, for 

		laughs and 

			(desperate)

		... she loves fried chicken wings and 

		beer.



			    FRANCESCA

		Isn't that nice? You should bring her 

		home to meet us!



	FANTASY ENDS.



	Francesca looks at Michael in disgust.



			    RICHARD

		We better get moving.

			(to Francesca)

		You sure you don't want to come?



	Francesca looks at Richard with complete conviction.



			    FRANCESCA

		I'm positive.



			    RICHARD

		I'm going to miss you.



			    FRANCESCA

		It's only four days.



	He gives her a sweet peck on the lips. Francesca smiles, 

	anxious for them all to leave.



	INT. JOHNSON HOUSE - LATER THAT NIGHT



	Alone, dressed in her bathrobe, Francesca checks the front 

	door. She crosses to the living. Noticing two throw pillows 

	on the floor, she arranged them neatly on the couch. She sits 

	herself in an easy chair then flicks on a reading lamp and 

	opens her book. After five seconds, she closes the book. She 

	crosses to the TV and turns it on, then turns it off before 

	the picture tuned in.



	She turns and leans on the TV, flicking the ON/OFF switch on 

	and off as her mind wanders. She gets an idea. She crosses to 

	the hi-fi and looks through several albums she got from her 

	Columbia Record Club. But nothing inspires her and she 

	quickly loses the desire for music. She's antsy. She has this 

	time alone and she doesn't know how to spend it.



	She walks through the dining room, passing a china closet 

	filled with fancy dishes and glasses. She stops. Shoved in 

	the corner behind is an old, un-opened bottle of BRANDY. She 

	removes up, setting atop the dining table to open it.



	But when she catches a reflection of herself in the window 

	opposite her, she stops. She sees a lonely, frustrated woman 

	in a tattered bathrobe anxious to open a bottle of liquor. 

	Deflated, she returns the brandy to the cupboard and exits.



	EXT. BACK PORCH - NIGHT



	Francesca sits on the porch with a book in her lap, gazing 

	out over the pasture. It's a hot night. She opens the top of 

	her rope a bit. Feeling the air against her skin, she decides 

	to open it a bit more. She gets an idea.



	Standing, she looks to see if anyone is around -- though 

	rationally she knows there isn't a soul for miles. She turns 

	off the porch light. With a brave and daring impulse, she 

	sheds her bathrobe and stand naked under the night sky. The 

	air feels good against her body. She opens her arms up 

	against the night sky and moon like an Indian priestess.



	Suddenly, she starts hitting her body as mosquitoes begin 

	attacking her bare torso. Thwarted, she quickly covers 

	herself with a robe and runs into the house.



							CUT TO:



	INT. KITCHEN - MORNING



	Francesca trudges into the kitchen. As if on automatic, she 

	takes the coffee pot and fills it with water. She gets the 

	coffee and begins spooning it out. She stops. She gets the 

	idea of taking herself out for breakfast and dumps the coffee 

	pot out.



							CUT TO:



	EXT. MAIN STREET; WINTERSET - MORNING



	A one street town. On either side are rows of storefronts, an 

	old coffee shop/diner, a bank, a medical center, a newspaper 

	building, a courthouse and a movie theater showing CAT BALLOU. 

	The steeple of the local church is the highest structure, 

	towering over the town from the end of Main Street.



	INT. COFFEE SHOP/DINER - MORNING



	Dressed in jeans and a light summer blouse, Francesca sits 

	alone -- treating herself to breakfast and the paper. Some of 

	the gossip news includes rumors of Frank Sinatra, 49, 

	marrying Mia Farrow, 19: Cary Grant 61, marrying DYAN CANNON, 

	27. Francesca shakes her head in disbelief at such news.



	She tries to continue reading, but is distracted by the loud 

	conversation in the booth beside her:



	TWO MIDDLE-AGED WOMAN and ONE MIDDLE-AGED HUSBAND sit after 

	breakfast discussing the local gossip.



			    ELEANOR

		Oh, this heat! Times like this I wish 

		we took that offer from your brother 

		and moved on up to Michigan.



			    HENRY

		They got heat in Michigan.



			    ELEANOR

		Not this kind of heat.



			    HENRY

		Heat is heat.



			    ELEANOR

		Heat is not heat! There's different 

		kinds! And this heat is much hotter 

		than what they got in Michigan. You 

		go and call your brother and see if 

		he don't say the same thing.



			    HENRY

		I'll get right on it.



	Mrs. Delaney, an attractive well-off woman in her forties, 

	enters the shop and heads for the counter.



			    GLADYS

			(whispers)

		Mrs. Delaney.

			(Eleanor looks)

		Did you hear the latest?



			    ELEANOR

		No, what?



			    GRADYS

		Apparently, she caught them.

			(Eleanor gasps)

		Ran right into them in Des Moines in 

		the middle of her shopping.



			    ELEANOR

		Oh, what a horror. Poor woman. That 

		Redfield girl's got no business 

		showing her face in daylight.



			    GRADYS

		I don't know how that tramp stands 

		living here. No one can bear even 

		speaking to her. She has no friends.



			    HENRY

		Well, nobody put a gun to his head.



			    ELEANOR

		Oh, shut up! It's the woman who's in 

		control of these situations. Men 

		don't know which end is up till a 

		woman points.



	Mrs. Delaney acts as if nothing is wrong. Yet, she knows 

	everyone knows and everyone knows she knows they know, yet no 

	one says a word. She sits at the counter.



			    MRS. DELANEY

		Just coffee, please.



	Francesca hears the gossip continue in hushed tones:



			    GLADYS

		See. Money don't buy happiness. I 

		must say, she's taking it well.



			    ELEANOR

		I'd kill him. Him and that Redfield 

		woman. Together. First one then the 

		other. And then I'd laugh.



			    GLADYS

		I'd laugh first then I'd kill them. 

		Make sure they heard me laughing.



	Eleanor nods. Not being able to stand it, Francesca rises. 

	She must pass them on the way to the counter, in order to 

	pay. Eleanor immediately stops her.



			    ELEANOR

		Francesca! So, everybody got off okay 

		last night?



			    FRANCESCA

		Yes, thanks.



			    GLADYS

		What you going to do all alone for 

		four days -- a woman of leisure?



			    FRANCESCA

		Oh, you know there's always something 

		to be done. Have a good day. Henry.



	Henry nods back. As she exits, they whisper.



			    ELEANOR

		She's changed.



			    GLADYS

		Oh, yes.



			    ELEANOR

		She used to be so friendly.



			    HENRY

		Maybe she's going through "the 

		changes."



	Eleanor hits him in the chest.



			    ELEANOR

		What do you know about "the changes"?



			    HENRY

		Well, I didn't know they was a secret 

		club.



			    ELEANOR

		Don't talk about what you don't know. 

		Besides, she's too young for "the 

		changes."



			    GLADYS

		My niece had "the changes" when she 

		was thirty-one.



			    ELEANOR

		No. What a tragedy. What happened?



			    GLADYS

			(wisely)

		She changed.



	At the counter, Francesca pays up. She looks to Mrs. Delaney 

	and tries to smile, but Mrs. Delaney works hard at not making 

	eye contact with anyone. Suddenly, she rises telling the 

	waitress:



			    MRS. DELANEY

		Excuse me for a moment, I left 

		something in the car.



	She exits quickly. Francesca pays up as the waitress adds:



			    WAITRESS

		Poor woman.



	EXT. COFFEE SHOP/DINER - MORNING



	Francesca exits and heads for her truck. As she crosses from 

	one corner to another, she notices down the side street --



	Mrs. Delaney sitting alone in her own car, sobbing. Unable to 

	bear the humiliation, she stole herself away to cry.



	Francesca wants to help but feels useless. She quickly heads 

	for her truck.



							CUT TO:



	EXT. JOHNSON HOUSE - DAY



	Francesca sits on the front porch with some iced tea, trying 

	to cool herself off. It is a scorcher. She is barefoot, her 

	blouse hanging out of her jeans, her hair fastened up by a 

	tortoise shell comb.



	Camera begins a slow move into close-up, as she sips her tea 

	and lets her mind wander. WE INTERCUT HER FANTASIES WITH HER 

	ON THE PORCH:



	FANTASY: Back in town, Francesca slides into Mrs. Delaney's 

	car. She embraces the woman who cries into her arms.



	-- Francesca on the porch.



	FANTASY: Mrs. Delaney's car is surrounded by townpeople

	 staring into it. Francesca hugs Mrs. Delaney closer to her in 

	 defiance.



	-- Francesca on the porch.



	FANTASY: Mrs. Delaney's car drives up to a train station. She 

	and Francesca exit with suitcases. They are surrounded by 

	news reporters as they make their way to the train.



			    REPORTER

		Mrs. Johnson! Mrs. Johnson! Is it 

		true Cary Grant has proposed to you?



			    FRANCESCA

		Yes. And I've accepted.



			    REPORTER

		What about his engagement to Dyan 

		Cannon?



			    FRANCESCA

		I said to him Cary you're being 

		ridiculous. You're more than half her 

		age. He said no one had ever been 

		that honest with him and he falls in 

		love with me.



			    REPORTER

		What about your husband?



			    FRANCESCA

		I'm very sad but Richard said that 

		since it's Cary Grant, he completely 

		understands. I'm also taking Mrs. 

		Delaney away from this town. She'll 

		be living with Cary and I in Beverly 

		Hills.



	She boards the train with Mrs. Delaney.



	END OF FANTASIES.



	Tired of her fantasies, Francesca looks up to the sun to 

	clear her mind. It is blinding. When she looks back out onto 

	the road, her vision is momentarily blurred. Until, slowly, 

	out of the blue, she sees:



	A TRUCK driving toward her house, kicking up dust, like some 

	phantom appearing through the etheric plane. Francesca isn't 

	even sure it's real. She sips cool drink & blinks to 

	regain her vision. The truck slows down and turns into her 

	driveway. Francesca watches with suspicious curiosity as:



	The truck stops and ROBERT KINCAID steps out. Flashing his 

	blue eyes in her direction, he smiles and says:



			    ROBERT

		Sorry to bother you, but I've got a 

		feeling I'm lost.



	Francesca remains guarded.



			    FRANCESCA

		Are you supposed to be in Iowa?



			    ROBERT

			(laughs)

		Yeah.



			    FRANCESCA:

		Well, you're not that lost.



	He laughs. She puts down her tea and crosses to him.



			    ROBERT

		I'm looking for a covered bridge out 

		this way... uh... wait a minute --



	He looks through a small notepad for the name. Francesca 

	finds herself scanning his body.



			    FRANCESCA

		Roseman Bridge?



			    ROBERT

		That's it.



			    FRANCESCA

		Well, you're pretty close. It's only 

		about two miles from here.



			    ROBERT

		Oh, terrific. Which way?



	Pause as Robert awaits directions and Francesca scans a sudden 

	impulse.



			    FRANCESCA

		Well, I can take you if you want.



	Robert is pleased, but a bit surprised as is Francesca who 

	anxiously recants:



			    FRANCESCA (cont'd)

		Or I can tell you. I can take you or 

		tell you. It's up to you. I don't 

		care. Either way.



	Robert smiles finding her sudden nervousness charming.



			    ROBERT

		Well --



	Suddenly, from the opposite direction of the road, A CHEVY 

	barrels by. The driver, FLOYD, toots his horn.



			    FLOYD

		Howdy, Francesca.



			    FRANCESCA

		Hey, Floyd.



	He drives off. Francesca knows they've been seen. Slightly 

	annoyed by Iowain neighborliness, she turns to Robert and 

	with some defiance says:



			    FRANCESCA (cont'd)

		It'd be better if I show you, I think.



			    ROBERT

		If I'm not taking you away from 

		anything.



			    FRANCESCA

		No. I was just going to have some 

		iced tea then split the atom, but 

		that can wait.

			(he smiles)

		I just have to get my shoes.



	Robert watches her as she turns and heads back to the house. 

	He watches her lift her blouse and tuck it into her jeans, 

	revealing her shapely hips and buttocks. He turns back to the 

	truck and notices the mailbox -- MR & MRS. RICHARD JOHNSON. He 

	nods as if he knew all along and begins to make room on the 

	front seat for Francesca.



	INT. JOHNSON HOUSE



	Francesca is slipping on her boots when she suddenly stops. 

	"What am I doing?", she asks herself silently.



	EXT. JOHNSON DRIVEWAY



	Francesca approaches the truck. On the door, she reads: 

	KINCAID PHOTOGRAPHY, BELLINGHAM, WASHINGTON.



	Robert is clearing away paper cups, banana peels, paper bags, 

	photography equipment. In the back, Francesca notices a 

	cooler and a guitar case.



			    ROBERT

		I wasn't expect company. Let me 

		get this out of the way.



	He hauls a case of film from the front to the back. Francesca 

	notices his tanned, muscular arm move in one graceful sweep.



			    ROBERT (cont'd)

		Okay. All set.



	Francesca smiles. They both get into the truck.



			    ROBERT (cont'd)

		Now, where are we going?



			    FRANCESCA

		Out, then right.



							CUT TO:



	EXT. MADISON COUNTY ROAD - DAY



	As the truck drives, we see no one else in sight.



	INT. KINCAID'S TRUCK



	They drive in silence. Francesca is enjoying the breeze against 

	her face.



			    ROBERT

		Pretty country.



			    FRANCESCA

		Hmm-mmm.



	She looks out at the vast expanse. It depresses her.



			    ROBERT

		There's a wonderful smell about 

		Iowa -- very particular to this part 

		of the country. Do you know what I 

		mean?



			    FRANCESCA

		No.



			    ROBERT

		I can't describe it. I think it's 

		from the loam in the soil. This very 

		rich, earthy kind of... alive... 

		No. No, that's not right. Can you 

		smell it?



			    FRANCESCA

			(shakes her head)

		Maybe it's because I live here.



			    ROBERT

		That must be it. It's a great smell.



	Francesca wants to know more about him.



			    FRANCESCA

		Are you from Washington originally?



			    ROBERT

		Uh-huh. Lived there till I was twenty 

		or so and then moved to Chicago when 

		I got married.



			    FRANCESCA

		Oh. When did you move back?



			    ROBERT

		After the divorce.



			    FRANCESCA

		Oh.



			    ROBERT

		How long you been married?



			    FRANCESCA

		Uh... uh...

			(can't remember)

		Umm... long time.



			    ROBERT

		You don't look like a native, if you 

		don't mind my saying so.



			    FRANCESCA

		No, I don't mind. I'm not from here. 

		I was born in Italy.



			    ROBERT

		Well, from Italy to Iowa -- that's a 

		story!

			(Francesca smiles)

		Whereabouts in Italy?



			    FRANCESCA

		Small town on the Eastern side no 

		one's ever heard of called Bari.



			    ROBERT

		Oh yeah, Bari. I've been there.



			    FRANCESCA

			(surprised)

		No, really?



			    ROBERT

		Oh, yeah. Actually, I had an 

		assignment in Greece and I had to go 

		through Bari to get the boat at 

		Brindisi. But it looked so pretty I 

		got off and stayed for a few days. 

		Breathtaking country.



	Francesca is overcome by the idea of such freedom.



			    FRANCESCA

		You just... got off the train because 

		it looked pretty?



			    ROBERT

		Yeah. Excuse me a sec.



	He reaches over with one arm, brushing slightly against her 

	thigh. He opens the glove compartment and pulls out a pack of 

	Camels and a Zippo lighter.



			    ROBERT

		Like one?



	Francesca, who doesn't usually smoke, accepts.



			    FRANCESCA

		Sure.



	She takes a cigarette out of the pack. Robert drops the pack 

	and, with the same hand, flicks open the Zippo and ignites it. 

	Francesca leans over. The road is bumpy and a breeze blows 

	through both windows.



	She cups her hands around his to shelter the flame. She feels 

	his skin for a brief moment.



	She sits back and enjoys the ride and her cigarette as Robert 

	lights up. Silence. They drive.



			    ROBERT

		So, how long you've been living here?



			    FRANCESCA

		Long.

			(changes subject)

		You just got off the train and stayed 

		without knowing anyone there?



			    ROBERT

			(laughs)

		Yeah.



	EXT. ROSEMAN BRIDGE - DAY



	The truck stops. They exit. Robert takes out some equipment.



			    ROBERT

		This won't take long. I'm shooting 

		tomorrow morning. I just need to do 

		some prep work.



			    FRANCESCA

		I don't mind waiting.



	He smiles and takes his equipment to the bridge. Francesca 

	slowly follows. She watches his body move. Catching herself, 

	she stops.



	Robert sets up a tripod in the small ravine beneath the 

	bridge, pointing a view finder up as he plans his shots. 

	Francesca walks through the bridge, noticing lovers names 

	scrawled on the inside: CATHY & BUDDY 4 EVER... ROSIE AND 

	HANK TILL THE END OF TIME. Through a crack in one of the 

	wooden planks, Francesca watches like a voyeur as Robert 

	works. She sees him take out a handkerchief and wipe the sweat 

	off his neck, then inside his shirt and around his chest. 

	Without knowing where Francesca is, Robert speaks aloud:



			    ROBERT

		Is it always this hot?



	Francesca moves quickly away from the plank, like a Peeping 

	Tom who's been caught.



			    FRANCESCA

		This time of year.



			    ROBERT

		Would you do me a favor and go to the 

		truck? Inside that leather bag with 

		the pockets is a package of lens 

		cleaners. Would you grab me one?



	Francesca obliges, grateful for something to occupy her.



	Inside the truck, she scans for the leather bag. She sees it 

	next to a duffel bag. The bag' zipper is opened. She 

	glimpses inside as Robert's personal things -- clothes, socks, 

	underwear, shaving kit. Life magazines from July and August, 

	one depicting the death of Aldai Stevenson; the other a cover 

	photo of the Watts riots. She grabs the leather bag and 

	opens it.



	At the bridge, Francesca looks for Robert in the raving but 

	he is gone. She looks through the bridge to the other end 

	and sees only the tripod. No Robert. She walks through the 

	bridge and out the other end. She finds Robert bent over, 

	picking flowers.



			    FRANCESCA

		Oh there you are.



			    ROBERT

		Oh! You caught me.



	He rises with a bouquet of wildflowers for her.



			    ROBERT

		Thanks for your help.



	Francesca smiles, not knowing how to take this.



			    ROBERT

		Men sill give women flowers, don't 

		they? I mean, as a sign of 

		appreciation? I'm not that out of 

		date, am I?



			    FRANCESCA

		No, not at all --

			(suddenly)

		except those are poisonous.



			    ROBERT

		WHAT!



	He flings the flowers down. He wipes his hands furiously.



			    FRANCESCA

		I'm sorry. I was kidding.



	Robert looks at her with a shocked smirk, secretly liking her 

	strange behavior.



			    FRANCESCA

		I'm sorry. I don't know what -- I'm 

		sorry. Really. They're lovely.



	She begins picking up the flowers.



			    ROBERT

			(smiling)

		Are you by nature a sadistic person?



			    FRANCESCA

		No, I'm not.

			(trying not to laugh)

		I don't know why I said that. I've 

		been in a very... strange mood all 

		day. I've never done anything like 

		that before. It's... I'm just...

			(looking for excuse)

		Well, you know, the whole world is 

		just going nuts.



	Robert looks at her like she's nuts. Francesca tries to dig 

	herself out of her hole. Robert enjoys offering no help.



			    FRANCESCA

		What with those riots in Los Angeles 

		and people burning draft cards and 

		... Adlai Stevenson dying last month.



	She rises with the flowers. Robert gives her a friendly pat 

	on the arm.



			    ROBERT

		Shouldn't let things get to you so 

		much.



	He continues with his work. Francesca expresses relief and 

	embarrassment behind his back.



	INT. TRUCK - LATER



	Driving back, Francesca sits with her feet up on the 

	dashboard. Robert drives while he fiddles with the radio. All 

	he can find are country stations.



			    FRANCESCA

		Looking for something in particular? 

		There's not much of a selection.



			    ROBERT

		I found this Chicago station before. 

		Wait a minute...

			(he tunes it in)

		Here it is.



	We hear a BLUES SINGER with a sax arrangement.



			    FRANCESCA

		Oh, that's nice.



			    ROBERT

		Want another cigarette?



			    FRANCESCA

		Sure.



	Francesca's having a great time.



	EXT. JOHNSON HOUSE - DAY



	Robert's truck drives down the road and into the driveway.



			    ROBERT

		Well, thank you for all your help, 

		Mrs. Johnson.



			    FRANCESCA

		Francesca.



			    ROBERT

		Francesca. Robert.



	Francesca nods, as if to say hello and goodbye in the same 

	moment. She gets out of the car, closes the door, then asks:



			    FRANCESCA

		Would you like some iced tea?



	INT. KITCHEN - DAY



	Robert fiddles with the kitchen radio, tuning in to the 

	Chicago station. Francesca is making iced tea. Robert sits 

	back down at the kitchen table.



			    FRANCESCA

		Lemon?



			    ROBERT

		Sure.



	With her back to him, Robert never takes his eyes off her. 

	She turns and crosses to him, with the tea.



			    ROBERT (cont'd)

		Thanks.



	Francesca smiles and sips her own. She watches him gulp down 

	the tea so fast, some of it dribbles down the side of his 

	face and neck. Francesca finds it sexy. He empties it.



			    FRANCESCA

		Would you like another one?



	Robert nods and he pulls out his cigarettes.



			    ROBERT

		Mind if I smoke?



			    FRANCESCA

			(at the sink)

		Not at all.



	Robert lights up as he watches her fix another iced tea. He 

	watches her slip off one boot, then the other -- never missing 

	a beat of her preparation. He can't help eyeing her body. 

	When she returns, she also has the flowers he picked for her 

	arranged in a Casper the Friendly Ghost jelly glass. She 

	places them on the table and sits.



			    ROBERT

		Sure you want to keep those in the 

		house?



			    FRANCESCA

		I'm so sorry about that. It was 

		rude. I think I just got nervous 

		for some reason.



			    ROBERT

		I thought it was funny.



	She likes that.



			    FRANCESCA

		Where are you staying while you're 

		here?



			    ROBERT

		A little place with cabins. The 

		something-Motor Inn. I haven't 

		checked in yet.



			    FRANCESCA

		And how long are you here for?



			    ROBERT

		As long as it takes, I might stay a 

		week. No more I don't think. Where's 

		your family?



			    FRANCESCA

		My husband took the kids to the 

		Illinos State Fair. My daughter's 

		entering a prize steer.



			    ROBERT

		Oh. How old?



			    FRANCESCA

		About a year and a half.



			    ROBERT

		No, your kids.



			    FRANCESCA

		Oh. Michael's 17 and Carolyn's 16.



			    ROBERT

		Must be nice having kids.



	Francesca looks at him and FANTASIZES SAYING:



	FANTASY:



			    FRANCESCA

		Not any more. It's awful. They're 

		awful. I can't stand them.



	END OF FANTASY:



	But in reality, Francesca chooses instead to say:



			    FRANCESCA (cont'd)

		They're not kids anymore. Things 

		change.



			    ROBERT

		Everything does. One of the laws of 

		nature. People are always so afraid 

		of change. But if you look at it like 

		it's something you can count on 

		happening, it's actually a comfort. 

		Not many things you can count on for 

		sure.



			    FRANCESCA

		I guess. Except I'm one of the people 

		it frightens.



			    ROBERT

		I doubt that.



			    FRANCESCA

		Why?



			    ROBERT

		Italy to Iowa? I'd call that a change.



			    FRANCESCA

			(explaining)

		Richard was in the army. I met him 

		while I was living in Naples. I 

		didn't know where Iowa was. I only 

		cared that it was America. And of 

		course, being with Richard.



			    ROBERT

		What's he like?



	As Francesca thinks of an answer, she looks over to the 

	entranceway between the kitchen and the front hall and sees:



	FANTASY:



	Richard standing there in his underwear, reaching over his shoulder.



			    RICHARD

		Franny, could you clean out my boil 

		again?



	END OF FANTASY:



	Francesca answers Robert, half of her still in fantasy --



			    FRANCESCA

		He's very... clean.



			    ROBERT

		Clean?



			    FRANCESCA

			(catching herself)

		No. I mean yes, he's clean but he's 

		also other things. He's a very hard 

		worker. Very honest. Very caring. 

		Gentle. Good father.



			    ROBERT

		And clean.



			    FRANCESCA

		Yes. Very clean.



	They drink. Francesca thinks she sounds like an idiot.



			    ROBERT

		So you must like Oiwa, I guess.



	Francesca looks at him. She wants to tell the truth, but 

	holds back.



			    FRANCESCA

		It's... uh... uh...



	She stops. Robert smiles.



			    ROBERT

		Go ahead. I won't tell anyone.



	Surprised, Francesca looks at him oddly -- as if he already 

	knows and is giving her permission.



			    FRANCESCA

		It's...

			(tries again)

		I...

			(finally)

		I hate it!



	She covers her mouth, like a reflex -- worried someone heard. 

	Robert just smiles and nods.



	Francesca is so taken by his understanding and acceptance, 

	she lets the flood gates open, speaking faster than her mind 

	can keep up --



			    FRANCESCA (cont'd)

			(without a pause)

		I hate it! I hate it! I HATE IT! I 

		hate the corn and the dust and the 

		town and the cows and that SMELL that 

		you love! I hate the people. 

		Everybody knows everybody's business, 

		I mean it's nice now and then, 

		they're always there to help out, but 

		that's just it, it's like they're 

		waiting for something awful to happen 

		to help out and when nothing awful is 

		happening, then they just sit around 

		and talk about what is happening 

		which is none of their business. I 

		want to kill them sometimes for how 

		cruel they can be --



	Camera begins slowly moving out to a wider angle...



			    FRANCESCA (cont'd)

		-- everybody's talking about poor Mrs. 

		Delaney whose husband is having an 

		affair with that Redfield woman and 

		"isn't it a shame," and "isn't it 

		awful," and the truth is THEY'RE 

		LOVING IT! Poor woman can't even be 

		cheated on without the grocery man 

		knowing about it -- no one respects 

		anyone's privacy. You're not even 

		safe in your own home! They think 

		they can just walk right into your 

		house because they BAKED you 

		something. It's like they have a 

		secret password and YOU CAN'T KEEP 

		THEM OUT! I live in fear of that door 

		opening and having a peach cobbler 

		shoved at me...

			(CONTINUES MOS IF 

			 NEEDED)



	Throughout this rapid fire monologue, camera has moved to a 

	wide angle as Robert just sits and listens, letting her get 

	it all off her chest. She continues as we:



							DISSOLVE TO:



	INT. LIVING ROOM



	Francesca is lying on the couch as Robert places a cold cloth 

	on her head. Her "confession" took a lot out offer.



			    ROBERT

		Feeling better?



			    FRANCESCA

		Much.



			    ROBERT

		Is the dizziness gone?



			    FRANCESCA

		I think so.



	She sits up. She feels exposed. But also, relieved.



			    ROBERT

		I better go. You sure you're all 

		right?

			(she nods)

		It's been a pleasure. Sincerely.



			    FRANCESCA

		I feel so embarrassed.



			    ROBERT

		Why? You uncorked a bottle. From what 

		I can tell, I got here just in time. 

		Any later and you'd have made the 

		front page, running down Main Street 

		naked, smoking Camels out of your 

		butt.



			    FRANCESCA

			(laughs)

		But I... We don't even know each 

		other.



			    ROBERT

			(sincerely)

		You have no reason to feel ashamed. 

		You haven't said anything you don't 

		have a right to. And if anybody tells 

		you different -- you just send them to 

		me.



	She smiles. He turns to exit.



			    ROBERT (cont'd)

		Better get my stuff.



	Francesca surprises herself. She doesn't want him to go.



			    FRANCESCA

		Would you like to stay for dinner?

			(he turns)

		There aren't many choices in town and

		... anyway, you'd have to eat alone. 

		So would I.



			    ROBERT

		That's very nice of you. I don't get 

		many dinner invitations on the job. 

		It would be a welcome change. Thanks.



							CUT TO:



	INT. BEDROOM - LATER



	Francesca rushes in and starts to disrobe, getting ready to 

	shower and change for dinner. She glances out the window and 

	sees:



	EXT. JOHNSON HOUSE



	Robert is at the water pump. His shirt is off and he is 

	washing himself. (WE INTERCUT THE TWO.)



	Francesca finds herself staring, a bit open mouthed. He has 

	a muscular, firm body. She watches how the water cascades 

	over his body. How he seems so unashamed, so "in his skin," 

	moving with such strength and grace.



	Robert pauses and looks out over the open pasture. The cold 

	water feels good. Since the pump is the back of the house, 

	hidden from the road, no one can see him. He decides to take 

	off his pants and cool himself further.



	Francesca begins watching this in shock until she has to 

	literally pull herself away from the window with such a force 

	that she rams herself into a chest of drawers, knocking over 

	an array of perfume bottles and a mirror. She deftly catches 

	a falling bottle and freezes. Taking a breath, she pulls 

	herself together.



			    FRANCESCA

		This is ridiculous. Stupid!



	She replaces the bottle and heads for the bathroom quite 

	composed, then, without warning, makes an immediate 180 

	degree turn and heads back to the window to sneak a peek.



	Seeing him, she gasps.



			    FRANCESCA (cont'd)

		Oh my God.



	Watching him, she is possessed by some very frightening 

	feelings and runs from the window, into the bathroom, closing 

	the door behind her.



	EXT. JOHNSON HOUSE - EARLY EVENING



	Francesca is gathering some vegetables for dinner, from her 

	garden. Robert is at his truck, in his pants, changing into 

	a fresh shirt.



	INT. KITCHEN - LATER



	Francesca is cutting up vegetables. Robert enters with some 

	of his gear.



			    ROBERT

		I'm just going to put some of this 

		film in your fridge. Heat isn't too 

		forgiving out there.



	He does. On the radio, TONY BENNETT sings "WRAP YOUR TROUBLES 

	IN DREAMS." Robert approaches Francesca.



			    ROBERT (cont'd)

		Can I help?



			    FRANCESCA

			(surprised)

		Help cook?



			    ROBERT

		Sure. Men cook. We don't all eat 

		bananas with our feet, ya know.



			    FRANCESCA

			(laughs)

		Okay.



	They stand side by side. Francesca hands him a stack of 

	carrots and a knife.



	MONTAGE:



	Tony Bennett's up-tempo tone plays over a series of images of 

	Francesca and Robert talk and prepare dinner.



	-- Four hands side by side, cutting and chopping. 

	Occasionally, a hand brushes against another as it reaches 

	for something.



	-- Robert's hand gently touching Francesca's waist as he 

	reaches around her for an onion.



	-- Robert lighting Francesca a cigarette.



	-- Robert brings in his cooker through the screen door. HE 

	MAKES SURE IT DOESN'T SLAM. FRANCESCA MAKES A NOTE OF THIS.



	-- Robert opens the cooler and removes two cold beers, tossing 

	one to Francesca.



	-- Francesca opening a new tablecloth and spreading it out on 

	the table.



	-- Francesca handing Robert plates from the shelf, their 

	fingers only barely touching.



	END OF MONTAGE



	INT. KITCHEN - EVENING



	Robert and Francesca are in the middle of dinner. But instead 

	of the usual silence that surrounds Johnson family eating, 

	Francesca is mesmerized by Robert as he manages to eat and 

	tell a story. The scene begins with a LAUGH FROM FRANCESCA.



			    ROBERT

			(laughs)

		... No, wait, it gets better.



	He stands up and acts it out for her.



			    ROBERT (cont'd)

		You have to get the full picture 

		here. I have three cameras around my 

		neck, a tripod in one hand and my 

		pants down around my ankles. I 

		thought this was a private bush. I 

		look up and this gorilla, this female 

		gorilla, is staring at me with what 

		can best be described as the most 

		lascivious expression I've ever seen 

		on a female with so much body hair.

			(Francesca laughs)

		I freeze. 'Cause that's what they tell 

		you to do. In this position. She comes 

		towards me and... and she...

			(he stops awkwardly)



			    FRANCESCA

		What?



			    ROBERT

		She starts sniffing me.



			    FRANCESCA

		Oh my God...

			(laughs)

		You're blushing.



			    ROBERT

		It's still a very sensitive memory 

		for me.



			    FRANCESCA

		Then what happened?



			    ROBERT

		We got engaged.



			    FRANCESCA

		Oh you!



	She throws a napkin at him.



			    FRANCESCA (cont'd)

		None of this is true!



			    ROBERT

		No, it is. Except for the engagement 

		part. She wouldn't have me, although 

		I still get a Valentine every year.



	Francesca is laughing so hard she can't breath. Robert loves 

	making her laugh.



			    FRANCESCA

		You ought to write these stories 

		down.



			    ROBERT

		Nah. I've tried. My writing's too 

		technical, I think. Problem of being 

		a journalist too long is you stop 

		giving yourself permission to invent. 

		I better just stick to making pictures.



			    FRANCESCA

		"Making pictures." I like that. You 

		really love what you do, don't you?



			    ROBERT

			(nods, smiles shyly)

		I'm kind of obsessed by it, actually.



			    FRANCESCA

		Why, do you think?



			    ROBERT

		I don't know if obsessions have 

		reasons. I think that's why they're 

		obsessions.



			    FRANCESCA

		You sound like an artist.



			    ROBERT

		No. I wouldn't say that. National 

		Geographic isn't exactly the hub of 

		artistic inspiration. They like their 

		wild life in focus and without any 

		personal comment. I don't mind 

		really. I'm not artist. I'd faced that 

		a long time ago. It's the course of 

		being well-adjusted. I'm too normal.



			    FRANCESCA

			(supportively)

		I don't think you're normal.



	He looks at her in surprise. She catches herself again.



			    FRANCESCA

		I didn't mean that the way it sounded.



			    ROBERT

		Well, let's just call it a compliment 

		and move on.

			(changes subject)

		Did you love teaching?



			    FRANCESCA (cont'd)

		Sometimes. When there was a particular 

		student who made a difference. I know 

		they're all supposed to, but it's not 

		true. You tend to single out one or 

		two you think you can contribute 

		something to.



			    ROBERT

		And did you?



			    FRANCESCA

		I'd like to think so. I know one of 

		them went on to Medical school.



			    ROBERT

		Why did you stop?



			    FRANCESCA

		My children. And Richard didn't like 

		my working.



			    ROBERT

		Do you miss it?



			    FRANCESCA

		I don't know. I've never thought 

		about it... what was the most 

		exciting place you've ever been to? 

		Unless you're tired of talking about 

		it.



			    ROBERT

		You're asking a man if he's too tired 

		to talk about himself? You don't get 

		out much, do you?



	Francesca smiles, a little embarrassed.



			    ROBERT

		I'm sorry. That was...



			    FRANCESCA

			(overlapping)

		No. It's all right. I just meant, it 

		might be a little dull for you, 

		telling all this to some housewife 

		in the middle of nowhere.



			    ROBERT

		This is your home. It's not nowhere. 

		And it's not dull.



	Francesca smiles again, this time relieved.



			    ROBERT

		Let's see -- my favorite place...



	Francesca settles in to listen, never taking her eyes off of him.



			    ROBERT (cont'd)

		Well, it's the obvious choice, but I 

		think I'd have to say Africa. It's 

		another world. Not just the people 

		and the cultures but the land, the 

		colors you see at dawns and dusks -- 

		and the life there. It charges every 

		molecule of air.



	Francesca is fascinated, being drawn into his imagery.



			    ROBERT (cont'd)

		It's tangible -- the moment to moment 

		of life and death, the co-habitation 

		of man and beast, of beast and beast, 

		who'll survive, who won't -- and 

		there's no judgement about it. No 

		right or wrong or imposed morality. 

		It's just life. It's a voyeurs 

		paradise really because those animals 

		don't want anybody in their business. 

		You can watch but at a distance.

			(excited)

		I remember one time I was on a truck 

		headed for the Niger.



	Lights begin to dim as Francesca is so taken in by his story, 

	she begins to actually see what he is describing.



			    ROBERT (cont'd)

		We were driving north. The truck was 

		old so I guess the sound of the motor 

		muffled this kind of rumbling in the 

		distance -- until finally, it was upon 

		us like, like a hundred thunder claps 

		all at once...



	CU on FRANCESCA as WE BLEND THE SOUNDS OF AFRICA and --



							CUT TO:



	EXT. AFRICA - DAY



	Robert and a driver are in a truck driving north. Robert 

	turns to look out the window and sees:



	A HERD OF GIRAFFES AND GAZELLES AND WATERBUCKS AND ZEBRA are 

	running in the grasslands to the right of the truck. Robert 

	excitedly instructs the driver:



			    ROBERT

		Get us closer!!



	The driver veers off towards the stampede as Robert opens his 

	door and makes his way to the flatbed part of the truck with 

	his camera. The truck takes its position within this 

	breathtaking force of wildlife, as giraffes, zebras and 

	gazelles surround it -- all going in the same direction.



	Robert stands in the truck, shooting as fast as he can. The 

	truck races to keep up with the animals. Robert is so pumped 

	he can hardly catch his breath. Suddenly, the force and 

	beauty of these creatures causes him to lower his camera. He 

	is unable to film it because it overwhelms him. He just 

	stands there in awe and lets out a primal scream. The animals 

	gradually veer off to where the truck can no longer follow. 

	Robert watches them disappear into the distance.



							CUT BACK TO:



	INT. JOHNSON KITCHEN - NIGHT



	Francesca has seen all of this in her mind. Robert smiles at 

	her, sensing how in tune with the story she was.



			    FRANCESCA

		My God. How I'd love to see that.



			    ROBERT

		They have safaris for tourists now. 

		Maybe you can convince your husband.



	Francesca smiles. There is an awkward pause between them.



			    ROBERT (cont'd)

		It's a beautiful night. Would you 

		like to go for a walk?



			    FRANCESCA

		Well, it's kind of buggy out there.



			    ROBERT

			(rises)

		Have no fear. This Shoshone Medicine 

		Woman taught me how to make bug 

		repellent tea out of tree root.



			    FRANCESCA

		You drink bug repellent?



			    ROBERT

		No, you rub it on you. I have some in 

		the truck. Don't go away.



	She shakes her head. He runs out the screen door, not letting 

	it slam. Francesca looks like a teenager with first date 

	excitement.



	EXT. PASTURE - NIGHT



	Francesca and Robert walk through the pasture. She sniffs her 

	arm.



			    FRANCESCA

		Smells like dirt.



			    ROBERT

		You get used to it.



			    FRANCESCA

		When?



			    ROBERT

			(laughs)

		You want to go back in?



			    FRANCESCA

		No. I'm all right. It's working.



	Silence. They walk. It is a beautiful night.



			    ROBERT

		You've got it all right here, you 

		know. It's just as beautiful as any 

		other place I've seen. God, it 

		knocks me out.



			    FRANCESCA

		What?



			    ROBERT

			(indicating the night)

		This "... Of what I call God and 

		fools can Nature." Who wrote that?



			    FRANCESCA

		Umm, I don't know. I can look it up.



			    ROBERT

		I'd appreciate it. I like knowing who 

		I'm stealing from. If you can't 

		create art I think the least you can 

		do is recognize it around you, don't 

		you think? There is...

			(genuinely affected)

		... so much beauty.



	She watches him with great appreciation. He smiles at her. 

	Instead of looking away, their eyes remained locked for a 

	moment. There is clearly an attraction. They simultaneously 

	look away and continue walking.



	Francesca's heart is beating a mile a minute yet she can't 

	deny she is enjoying herself. Walking side by side in 

	silence, Francesca turns back occasionally to look at her 

	house as they get further away from it. Suddenly, the more 

	distant the house becomes, the more frightened she starts to 

	feel. Something inside her knows she's going too far with 

	this man -- too far from home. Although a part of her wants 

	it, she is surprised to find a larger part of her finds 

	too unknown. She stops.



			    ROBERT (cont'd)

		What's wrong?



	Francesca looks confused for a moment, not knowing what she 

	wants. She can't move. She searches for a way out.



			    FRANCESCA

		Would you like some coffee? Or maybe, 

		some brandy?



	Somehow Robert can sense her uneasiness. He obliges.



			    ROBERT

		How about both?



	INT. KITCHEN - NIGHT



	Francesca moves about the kitchen preparing coffee -- dropping 

	the coffee pot basket, spilling the grounds. She acts tense. 

	Robert sits at the table opening the brandy bottle Francesca 

	almost opened the night before, aware of her mood.



	Francesca gets the coffee going then sets the table with cups 

	and saucers.



			    ROBERT

		You sure you won't let me help you 

		with those dishes?



			    FRANCESCA

			(coldly)

		No. I'll do them later.



			    ROBERT

		Francesca?



			    FRANCESCA

		What?



			    ROBERT

		Are you all right?



			    FRANCESCA

		Yes.



			    ROBERT

		Francesca?



			    FRANCESCA

		What?



			    ROBERT

		We're not doing anything wrong, do 

		you.



	Francesca freezes. He has read her mind again.



			    ROBERT (cont'd)

			(smiles)

		Nothing you can't tell your children 

		about.



	Once again, he relieves her of fear and anxiety. He hands her 

	a glass of brandy...



							CUT TO:



	1995



	INT. KITCHEN - DAY



	Carolyn and Michael have come to the end of a notebook.



			    MICHAEL

		He's getting her drunk. That's what 

		happened. Jesus, maybe he forced 

		himself. That's why she couldn't tell 

		us.



			    CAROLYN

		Oh, he did not. He's such a nice guy.



			    MICHAEL

		Nice? He's trying to sleep with 

		somebody's wife.



			    CAROLYN

		I don't think so. Not yet anyway. And 

		besides, something like that doesn't 

		make you a bad person. He reminds me 

		of Steve in a way. Steve's weak, 

		immoral and a liar but he's still a 

		real nice guy. He just shouldn't be 

		married.

			(laughs)

		At least not to me. You getting 

		hungry? I'm hungry.



	Michael nods, then speaks with sincere compassion.



			    MICHAEL

		I had no idea it's gotten that bad, 

		sis.



			    CAROLYN

		Oh, don't feel sorry for me. Please. 

		No one's forcing me to stay.



			    MICHAEL

		Then why do you?



			    CAROLYN

		And do what? Live alone? Go back to 

		school? Find someone else? Start a 

		magazine for confused woman? ... What 

		if I can't do any of those things?



	Michael can't answer her. Carolyn looks through the cabinets.



			    CAROLYN (cont'd)

		There's not much here to make.



			    MICHAEL

		Let's go into town and get a bite. 

		We'll take the books with us.



	Carolyn nods. Michael looks for the next notebook, checking 

	the dates.



	INT. CAR - EARLY EVENING



	Michael drives as Carolyn opens the next notebook and reads:



			    FRANCESCA (V.O.)

		"We sat sipping brandy. I thought if 

		anybody walked through the door now 

		there'd be no explaining it. But I 

		didn't care. And I loved that I 

		didn't care. I almost wanted it to 

		happen. Then there'd be no turning 

		back. I wanted to be like him. I 

		lived this life of his. We talked 

		about his wife and I was jealous -- 

		not of her -- but of his leaving. His 

		fearlessness. He knew what he wanted. 

		How did he do that.



							CUT BACK TO:



	1965



	INT. LIVING ROOM - NIGHT



	Francesca sips her brandy. Robert sits in the easy chair.



			    FRANCESCA

		Do you mind if I... ask you why you 

		got divorced?



			    ROBERT

		Not at all. I wasn't around much... 

		So why did I get married? Well, I 

		thought it was a good idea at the 

		time. Have a home base. Roots. You 

		can get lost moving around so much.



			    FRANCESCA

		So what happened?



			    ROBERT

		I never got lost. For some reason, 

		I'm more at home everywhere than at 

		one place. So I decided I'll think of 

		myself as some kind of world citizen. 

		I belong everywhere and nowhere. I'm 

		kin to everyone, and no one in 

		particular. See, once you get into 

		the habit of not needing anyone, it's 

		kind of hard to break.



			    FRANCESCA

		You must get lonely at times.



			    ROBERT

		Never touch the stuff. I've got 

		friends all over the world. Good 

		friends I can see when I want, if I 

		want.



			    FRANCESCA

		Woman friends, too?



			    ROBERT

		I'm a loner, I'm not a monk.



	Francesca averts her eyes, before continuing her investigation.



			    FRANCESCA

		You really don't need anyone?



			    ROBERT

		No, I think I need everyone! I love 

		people. I want to meet them all! 

		I just think there are too many out 

		there saying "This is mine." or 

		"She's mine." Too many lines have 

		been drawn. World's breaking apart 

		because of man's weakness for some 

		testosterone conquests over territory 

		and power and people. He wants 

		control over what deep down he knows 

		he has no control over whatsoever and 

		it scares him silly.



			    FRANCESCA

		Why doesn't it scare you?



			    ROBERT

		I embrace Mystery. I don't know 

		what's coming. And I don't mind.



			    FRANCESCA

		Do you ever regret it? The divorce,

		I mean.

		

			    ROBERT

		No.

		

			    FRANCESCA

		Do you ever regret not having a 

		family?



			    ROBERT

		Not everybody's supposed to have a 

		family.



			    FRANCESCA

		But -- how can you just live for what 

		you want? What about other people?



			    ROBERT

		I told you, I love other people.



			    FRANCESCA

		But no one in particular.



			    ROBERT

		No. But I love them just the same.



			    FRANCESCA

		But it's not the same.



			    ROBERT

		That's not what you're saying. I know 

		it's not the same. What you're saying 

		is, it's not as good. Or it's not as 

		normal or proper.



			    FRANCESCA

		No, I'm just saying --



			    ROBERT

			(interrupting)

		I'm a little sick of this American 

		Family Ethic everyone seems to be 

		hypnotized by in this country. I 

		guess you think I'm just some poor 

		displaced soul doomed to roam the 

		earth without a self-cleaning oven 

		and home movie.



			    FRANCESCA

			(irritated)

		Just because someone chooses to 

		settle down and have a family doesn't 

		necessarily mean they're hypnotized. 

		Just because I've never seen a 

		gazelle stampede doesn't mean I'm 

		asleep in the world.



			    ROBERT

		Do you want to leave your husband?



	Francesca is completely stunned and thrown off guard.



			    FRANCESCA

		No. Of course not.

			(rising, upset)



	Beat. Awkward silence. Suddenly there is tension between them.



			    ROBERT

		My mistake. I apologize.



			    FRANCESCA

		What made you ask such a question?



			    ROBERT

		I thought that's what we were 

		doing -- asking questions.



			    FRANCESCA

			(defensive)

		I thought we were just having a 

		conversation. You seem to be reading 

		all this meaning into it. Meanings I 

		must be too simple to, uh... 

		interpret or something.



			    ROBERT

		I already apologized.



	Silence. Robert remains seated. Francesca remains at the sink.



			    ROBERT (cont'd)

		It's getting late.

			(rises)

		Thank you for dinner.



	Pause. Francesca feels badly.



			    FRANCESCA

		Listen, I'm sorry I --



			    ROBERT

		No, no. Forgive me. I made a mistake. 

		It was an inappropriate thing to ask.



			    FRANCESCA

			(shrugs it off, then:)

		... I feel like something's been 

		spoiled now.



	Robert smiles and crosses to her. He takes her hand into both 

	his hands.



			    ROBERT

		It's been a perfect evening. Just the 

		way it is. Thank you.



	Francesca smiles. The possibility of a kiss hangs in the air 

	between them until Robert turns to get his film out of the 

	fridge. As he exits through the screen door, he stops.



			    ROBERT (cont'd)

		One thing though -- don't kid yourself, 

		Francesca. You're anything but a 

		simple woman.



	He smiles and exits, catching the screen door before it 

	slams.



	Francesca doesn't move for a moment, then crosses to the door 

	as if to run after him when she is stopped by the PHONE 

	RINGING. She picks up.



			    FRANCESCA

		Hello?



			    RICHARD (on phone)

		Franny?



			    FRANCESCA

		Richard, hi.



			    RICHARD (on phone)

		How are you?



			    FRANCESCA

		Fine. Everyone settled in okay?



			    RICHARD (on phone)

		Just fine. We're all in one room. 

		Michael's on the couch and 

		Carolyn's...

			(continues...)



	She hears Robert's truck door open and close. She hears the 

	motor being turned on. She half-listens to Richard.



			    FRANCESCA

		Uh-uh... good... Hmmm...



	She hears the truck driving away as Richard continues:



			    RICHARD (on phone)

		We got our position in the Fair. Not 

		bad although I would have liked to be 

		third which is not too early and not 

		too late. But I told Carolyn not to 

		worry...

			(continues, if needed)



							CUT TO:



	INT. FRANCESCA BEDROOM - NIGHT



	Francesca exits her bathroom, in her bathrobe, shutting the 

	light. She is brushing her hair and thinking of Robert. She 

	sits on the edge of the bed. She sees her reflection in a 

	mirror on the closet door.



	She stands and takes her robe off. She steps forward to look 

	at her body -- running her hands gently around her curves, her 

	neck, down the side of her thighs, her face, her breasts.



	She shuts off the lights and gets into bed under the covers. 

	She closes her eyes and tentatively begins to explore her 

	body. It is awkward for her but we can see her trying to let 

	herself go. Until she opens her eyes in frustration. It's no 

	good. She can't do it. She feels ashamed. The shame turns 

	into anger.



	INT. LIVING ROOM - NIGHT



	Francesca sits at a writing table with two large books opened 

	before her containing literary quotations. She searches for 

	the line Robert mentioned in the pasture.



	A note sits before her as well. On it reads: "Robert. Again, 

	I'm sorry for last night. Would you like supper again tonight 

	after you're finished. I'd like it very much if I were one of 

	those good friends you have in the world. Anytime is fine -- 

	Francesca... P.S. By the way, "Of what I call God and Fools 

	call Nature" was..." She writes the name BROWNING.



							CUT TO:



	EXT. ROSEMAN BRIDGE - NIGHT



	Francesca is tacking a note for Robert to the bridge. She 

	considers taking it down a moment later, but decides not to. 

	She gets back into her truck and drives away.



	WIDE ANGLE OF BRIDGES - DAWN



							DISSOLVE TO:



	The view of the bridge goes in and out of focus until we 

	realize we are seeing it through Robert's camera lens.



	Once the focus it sets, Robert notices something is tacked 

	onto the bridge. He crosses to it hurriedly -- time for the 

	perfect shot is running out -- pulls it down, thumbtack and 

	all, and shoves it into his pocket, unread. He returns to 

	his camera to take his shots.



							CUT TO:



	INT. JOHNSON BEDROOM - MORNING



	Francesca is making her bed when she hears a truck driving 

	down the road. She looks out the window to see:



	Robert's truck. However, it passes right by her house.



	Francesca's spirit sinks. She feels silly, ashamed and 

	rejected. She sits on the bed.



	FANTASY:



	Inside the truck, Robert drives by the house and chuckles to 

	himself at the foolishness of some boring, frustrated 

	housewife. Francesca's note has been crumbled and stuffed 

	into a dirty ashtray.



	END OF FANTASY:



	Francesca enters her bathroom, slamming the door behind her.



	INT. KITCHEN - LATER THAT MORNING



	Francesca sits at the kitchen table in her bathrobe with a 

	cup of coffee -- a comic portrait of shame and self-pity. Her 

	hair is a mess, she hasn't showered or dressed and she stares 

	into space while listening to the bluesy Chicago radio 

	station.



	The sink is full of dirty dishes she refuses to clean. Beside 

	it is an ashtray of butts from the night before. She carries 

	it over to the table and begins fingering for a butt to 

	smoke in desperation. She lights up and stares into space.



	FANTASY:



	Robert is in Africa talking to TWO ZULU TRIBE MEMBERS. THE 

	DIALOGUE IS SUBTITLED IN SWAHILI:



			    ROBERT

			(laughs)

		... and then she tacks this note on 

		the bridge asking me to have dinner 

		with her again!



	One Zulu turns to the tower and remarks.



			    ZULU

		How pathetic.



	END OF FANTASY:



	Francesca put out her cigarette and suddenly gets an idea. 

	She goes to the phone, reads a number off of a slip of paper 

	and dials.



			    FRANCESCA (on phone)

		Hello? Is Richard Johnson staying 

		there?... No, I don't want to leave 

		a message. Maybe you can help me -- 

		I'm his wife and I live in Winterset 

		Iowa -- I wanted to surprise them by 

		driving up tonight. What would be the 

		fastest route, the Interstate?... Huh-

		huh... Hold it, let me get a pen.



							CUT TO:



	EXT. PAY PHONE, GAS STATION - LATE MORNING



	Francesca's note is opened in Robert's hand. Her phone number 

	is written after the "P.S." He stands in the pay phone 

	getting a busy signal from Francesca's line. He hangs up.



							CUT TO:



	INT. JOHNSON HOUSE - DAY



	Francesca, dressed and packed, prepares to leave. She checks 

	her purse to make sure she's got everything. She grabs her 

	bag and exits.



	A few beats later, the phone rings. But she doesn't return. 

	It rings again. We hear Francesca's truck door open and 

	close. It rings again. We think Francesca is on her way, 

	until:



	We suddenly hear her burst into the house and see her leap 

	for the phone.



			    FRANCESCA

			Hello?



	INTERCUT --



	INT. SLOW BEND SALOON/RESTAURANT - DAY



	Robert is at another pay phone.



			    ROBERT

			Francesca?



			    FRANCESCA

			(out of breath)

		Yes! Hi.



			    ROBERT

		Am I interrupting anything?



			    FRANCESCA

		No. I was just... No.



			    ROBERT

		I'm sorry I didn't call sooner, but I 

		just read your note. I stuffed it 

		into my pocket. The light was fading 

		and I had to get my shot.



			    FRANCESCA

			(relieved)

		The light was fading. Huh-huh.



			    ROBERT

		I would love to come for dinner.



			    FRANCESCA

			(smiles)

		Wonderful. Uh...



			    ROBERT

		Listen, I have to shoot Cedar Bridge 

		until a little after sunset. I want 

		a few night shots. Would you like to 

		come with me? If you're interested...



			    FRANCESCA

		Oh, sure. Great.



			    ROBERT

		I'll pick you up.



			    FRANCESCA

		No. I'll drive myself. I have a few 

		errands. I'll meet you there.



			    ROBERT

		Okay. See you later.



			    FRANCESCA

		Yeah. See you later.



	Francesca is thrilled. Her mind races with a list of things 

	she must do before tonight. She opens a cabinet, removes a 

	coffee can and empties it of her house money. She quickly 

	counts it, then shoves it into her purse.



	EXT. ON THE ROAD - DAY



	Francesca drives past a sign marking Des Moines as the next 

	town.



	INT. SLOW BEND SALOON/ RESTAURANT - DAY



	The second of two eating establishments in Winterset. A 

	lunch time crowd fills the place. Robert is seated at the 

	counter. He can sense their eyes on him, wondering who this 

	stranger is and what's he doing here. He knows the whispered 

	conversation is about him.



	A MIDDLE-AGED COUPLE talk at table.



			    WIFE

		Thelma told me he checked into the 

		Motor Inn and the bill goes to 

		National Geographic Magazine.



			    HUSBAND

		National Geographic? What the hell's 

		he doing here? We ain't got no naked 

		pygmies to take pictures of.



			    WIFE

		He's taking pictures of the bridges.



			    HUSBAND

		Ain't no pygmies there either.



	Robert wants to finish his lunch as quickly as possible. At 

	that moment, someone enters the restaurant and all the 

	conversation stops. He overhears one waitress turn to the 

	other and whisper --



			    WAITRESS

		God. It's Lucy Redfield.



	Both the Waitress and Robert (though more subtly) turn to see:



	THE REDFIELD WOMAN. But instead of being the harlot we might 

	think, she's actually a rather plain, demure looking woman -- 

	not nearly as fancy or pretty as Mrs. Delaney herself.



	As she crosses the counter, Robert immediately picks up on 

	the vibes in the room. He notices all the patrons stare then 

	turns away to whisper. The waitress behind the counter ignores 

	her. A customer eating at the counter places a bag on an 

	empty stool beside her, so the Redfield woman can't sit down 

	near her.



	Robert and the Redfield woman's eyes meet. She is clearly 

	uncomfortable. She turns, about to leave, when Robert clears 

	his cameras off of a stool next to him and offers:



			    ROBERT

		Got room right here if you like.



	She is surprised at his courtesy. Others are astounded. Some 

	disgusted. She accepts his offer and sits beside him.



			    REDFIELD WOMAN

		Thank you.



			    ROBERT

		Hot out there today.



	She nods and smiles. The waitress tosses a menu at her and 

	slams down a glass of water, then moves on down the counter. 

	The Redfield woman tries to act casual, glancing through the 

	menu. Robert subtly scans the room as all eyes are on them, 

	then turn away.



	Robert returns his glace back to the Redfield woman who is 

	now only pretending to read the menu. She is so embarrassed. 

	She wants to leave but can't move.



			    WAITRESS

		Well, are you ordering anything!?



	Her harsh tone startles the Redfield woman as well as Robert. 

	Gathering her dignity, she responds.



			    REDFIELD WOMAN

		No. Thank you. I've changed my mind.



	She politely nods to Robert, gathers her things and exits. 

	Robert looks to the waitress, as a SECOND WAITRESS enters.



			    SECOND WAITRESS

		I'd've thrown that water right in her 

		face.



			    WAITRESS

		Poor Mrs. Delaney.



	The waitress walks O.S. leaving the second waitress facing 

	Robert, who looks at her curiously. The second waitress looks 

	back as if to say, "What business is it of yours?" and exits.



							CUT TO:



	EXT. DES MOINES - DAY



	A metropolis compared to Winterset.



	Francesca exits a liquor store with a bottle of wine in a 

	paper bag. She also carries a bag of groceries as she heads 

	down the street to her parked truck. She passes a DRESS SHOP 

	and stops.



							CUT BACK TO:



	EXT. WINTERSET - DAY



	Robert enters a general store. He buys a six pack of beer 

	for his cooler and approaches the counter for the Cashier.



			    CASHIER

		That all?



	Robert nods. He decides to have some fun and test the waters a 

	little bit.



			    ROBERT

		Isn't it awful about poor Mrs. 

		Delaney?



	With this, the damn bursts -



			    CASHIER

		Tragic is more like it. The pain that 

		woman has been subjected to by that 

		no-good husband. I never liked him. 

		Known him for years. People say he's 

		quiet. Well, it's the quiet ones that 

		can sneak up behind you and stab you 

		in the back. I heard yesterday, that 

		she confronted him. Gave him the 

		ultimatum and you know what he did?--

			(CONTINUES AS NEEDED)



	Robert stands astounded, listening to this diatribe of gossip.



							CUT BACK TO:



	INT. DES MOINES DRESS SHOP - DAY



	Francesca sits in her slip, alone in a dressing room, with 

	several dresses strewn about. The panic of indecision has set 

	in. She looks at herself in the mirror and begins to doubt 

	that seeing Robert is a good idea. Or perhaps she's imagining 

	something that isn't there. And what about Richard?



	MEMORY:



	A few years back. Francesca is dressed up for some formal 

	affairs. She heads down the stairs. Richard is waiting in the 

	hall, in a suit and tie. He looks at her admiringly.



			    FRANCESCA

		Ready. You have the keys?



	But Richard doesn't answer. He's just staring at her. 

	Francesca stops. Richard looks at her like a little boy.



			    FRANCESCA (cont'd)

		What's the matter?



	Richard is obviously impressed by how she looks, but he can't 

	say anything. He just smiles shyly and shakes his head to say 

	nothing is wrong and opens the door for her.



	END OF MEMORY:



	Francesca feels guilty when a SALESWOMAN enters with a pretty 

	summer dress.



			    SALESWOMAN

		How about this one?



	Francesca examines it. She likes it. But the guilt...



			    FRANCESCA

		I don't know. I haven't bought a 

		dress for myself in so long.

			(saleswoman nods)

		I mean, I'm just buying a dress. It's 

		not a special occasion or anything. 

		I'm just shopping. Just shopping for 

		a new dress, that's all.



			    SALESWOMAN

			(completely 

			 understands)

		That might work. And if he's still 

		mad, just tell him you could have 

		done better but you married him out 

		of pity. That's always works for me.



							CUT TO:



	INT. JOHNSON HOUSE - LATE AFTERNOON



	Francesca enters with her new dress, groceries and wine as 

	the PHONE RINGS. She puts everything down to answer.



			    FRANCESCA

		Hello?



	Intercut ROBERT at a pay phone.



			    ROBERT

		It's Robert.



			    FRANCESCA

		Oh, hi. Look, I'm running a little 

		late, but I'll still...



			    ROBERT

			(w/difficulty)

		Listen, don't take this the wrong way 

		but, I'm wondering if this is such a 

		good idea.



	Francesca's heart sinks.



			    FRANCESCA

		Oh.



			    ROBERT

		I uh... I had lunch in town today. 

		Happened to cross paths with "that 

		Redfield woman." I apologize. I 

		thought you were half-joking about 

		that.



			    FRANCESCA

		Oh. I guess you got the whole story.



			    ROBERT

		The cashier at the general store was 

		very dangerous.



			    FRANCESCA

		I think he's running for town crier 

		next year.



			    ROBERT

		I now know more about their affair 

		than I remember about my marriage.

			(seriously)

		Francesca, the last thing I want to 

		do is put you in any kind of 

		situation that would... even though 

		we know it's just -- I mean, it's 

		nothing like that, but if anybody saw 

		us or...

			(can't finish)



			    FRANCESCA

			(disappointed)

		I understand.

			(touched)

		That's very kind of you.



	Silence. Both want to meet. Both experience the idea of not 

	seeing each other even again in this brief moment. Someone 

	has to say something to save it -- but who will it be?



			    FRANCESCA (cont'd)

		Robert?



			    ROBERT

		Yeah?



			    FRANCESCA

		I want you to come.



	Robert is relieved.



			    FRANCESCA (cont'd)

		I'll meet you at the bridge just like 

		we planned all right. Don't worry about 

		the rest of it... I'm not.



			    ROBERT

		All right. See you there.



	Francesca smiles and hangs up. In that moment, Francesca 

	realizes consciously what she is doing and what she wants.



							CUT TO:



	EXT. CEDAR BRIDGE - DUSK



	Robert is already there, working. He checks his watch, 

	anxious for Francesca to arrive, when he hears a truck 

	driving up. He looks to see Francesca stop and get out. By 

	their expressions we can tell how glad they are to see each 

	other.



			    FRANCESCA

		Sorry I'm late. Richard called.



			    ROBERT

		Oh, how is he?



			    FRANCESCA

		Fine. They're all having a good time. 

		How many more shots do you have?



			    ROBERT

		Couple. Want to help?



	She nods. He extends his hand. She pauses, then takes it. He 

	leads her to the bridge. Walking away from camera, they say:



			    ROBERT (cont'd)

		I should stop off at the motel to 

		clean up before dinner.



			    FRANCESCA

		Well, I have plumbing at my house.



							CUT TO:



	INT. JOHNSON BEDROOM - EARLY MORNING



	Francesca enters. Robert is in the bathroom, in the shower, 

	with the bathroom door slightly ajar. His clothes are laid on 

	the bed with his bag beside them. A fresh shirt is folded. 

	Francesca takes his dirty shirt and decides to clean it. As 

	she exits, her eye can't help roaming toward the bathroom 

	door. For a moment, she pauses to listen to the sound of the 

	water as it hits his body.



	INT. KITCHEN - LATER



	Francesca is busy preparing dinner. Robert enters, cleaned 

	and dressed.



			    ROBERT

		Can I help?



			    FRANCESCA

		Actually, no. I've got everything 

		under control. I'd like to clean up 

		myself a bit. I'm going to take a 

		bath. Dinner'll be ready in about a 

		half hour.



			    ROBERT

		How about if I set the table?



			    FRANCESCA

		Sure.



			    ROBERT

		Would you like a beer for your bath?



			    FRANCESCA

			(surprised)

		Yes, that'd be nice.



	Robert gets her one.



	INT. BATHROOM - LATER



	Francesca lounges in a tub with a beer poured into a wine 

	glass. She finds it very elegant. She takes a deep breath, 

	thinking "What's going to happen tonight?"



	INT. KITCHEN - LATER



	Robert is at the radio when Francesca enters in her new 

	dress. She looks beautiful. And it's all over Robert's face.



			    FRANCESCA

		What's wrong?



	Unlike her husband, Robert has an answer.



			    ROBERT

		Absolutely nothing. You're just sort 

		of a knockout in that dress.



	She smiles and crosses to the stove.



			    FRANCESCA

		Table looks beautiful.



	He can't take his eyes off of her. On the radio we hear DIHAH 

	WASHINGTON begin to sing "IF IT'S THE LAST THING I DO" -- a 

	beautiful, blusey lovesong. Francesca pulls out a pan of hot 

	rolls as THE PHONE RINGS. Francesca moves toward it with a 

	roll, which she tosses to Robert. He burns his fingers and he 

	smiles at her joke. The song plays throughout.



			    FRANCESCA (cont'd)

		Hello? Hi, Madge?



	Francesca and Robert do not take their eyes off of each other 

	throughout the call. Robert takes a bit of the roll.



			    FRANCESCA (cont'd)

		Huh-huh. Nothing, just making 

		myself some dinner... No what?... 

		Oh... I heard about him. Yeah, I hear 

		he's some kind of photographer.

			(Robert smiles)

		No, I didn't... Huh-huh... Hippie? 

		I don't know, is that what hippies 

		look like?...



	Robert steps closer to her, purposely reaching across her 

	body for a napkin.



			    FRANCESCA (cont'd)

		Oh he is, huh? Well, don't tell Floyd, 

		he'll be out with a shotgun...



	She notices a crumb on Robert's mouth and wipes it off. 

	Robert takes her hand and holds it, lowering it to his side.



			    FRANCESCA (cont'd)

		Well, listen, I have a pot boiling. 

		I've got to go... No, they don't get 

		home until Friday morning... Well, 

		maybe I'll give you a call. Okay. Bye.



	She hangs up. The two are now almost face to face. Robert 

	raises her hand up and slips his free one around her waist. 

	They begin to dance to the song. The kitchen lights have not 

	been turned on since the sun went down. The sky, a dark 

	orange and magenta, illuminates the room through the window. 

	They never take their eyes off of each other. Suddenly, 

	Robert stops.



			    ROBERT

		You're shaking. Are you cold?



	Francesca shakes her head. They dance a bit more, but 

	Francesca is shaking which makes it difficult. They both 

	stop. Robert places his huge hands on either side of her 

	face, gently stroking her hair away from her cheek. He 

	whispers.



			    ROBERT (cont'd)

		If you want me to stop, tell me how.



	He brushes his cheek and face softly against hers. Francesca 

	rubs hers against him. She can barely breathe.



			    ROBERT (cont'd)

		Francesca, I won't be sorry. I won't 

		apologize for this.



			    FRANCESCA

		Nobody's asking you to.



	They kiss. Hands gently explore. Their bodies touch. Their 

	lips never spend more than seconds away from each other. 

	Robert gently slide his hands down her breasts and torso, 

	exploring every inch of her. Francesca grips his massive 

	back, sliding up to his neck and hair. Robert lifts her leg 

	and presses it against his hip, kissing her neck and 

	shoulders. Francesca starts to lose herself, clutching his 

	head at her breast then pulling him up to her mouth once 

	again.



							CUT TO:



	1995



	INT. SLOW BEND CAFE - PRESENT DAY - EVENING



	The same saloon/restaurant of twenty-five years ago has been 

	turned into a modern cafe yet the original charm is still 

	there.



	Carolyn and Michael sit in a booth, with half-eaten dinners 

	before them. Carolyn has been reading the book to Michael 

	when she looks across from her to find -- Michael looking like 

	a little boy who is fighting not to cry.



			    CAROLYN

		What's the matter?



	Michael shakes his head. He can't or won't explain. He's too 

	upset. His eyes tear up. Carolyn feels badly for him.



			    MICHAEL

		I'm going to get some air.



	He exits. Carolyn smiles sympathetically. Somehow this last 

	passage of their mothers doesn't affect her in the same way. 

	She returns to the book but first asks a passing waitress, 

	with great urgency.



			    CAROLYN

		Can I smoke here?



	The waitress nods. Carolyn needs a cigarette for the rest of 

	this. She opens her bag to get her pack. Inside her bag she 

	notices a BUSINESS CARD. She picks it up to read IRA NEWMAN, 

	attorney. Divorce. Pre-Nuptials. Marital Litigation. She 

	pauses for a moment. Then, tossing the card back inside, she 

	lights her cigarette and takes a drag. We follow the curls of 

	smoke up as we:



							DISSOLVE TO:



	1965



	INT. JOHNSON LIVING ROOM



	Camera moves down curls of smoke, to reveal:



	Robert and Francesca in each others arms, under a blanket on 

	the living room floor on a bed of couch pillows, smoking a 

	cigarette after lovemaking. Francesca seems miles away -- 

	feelings of regret and guilt creeping in.



			    ROBERT

		Are you comfortable?

			(she nods)

		Do you... want to move to the 

		bedroom?



			    FRANCESCA

		No. I can't. Not yet.



	She can't bring herself to go into her husband bed.



			    ROBERT

		You want to eat something?



			    FRANCESCA

		Are you hungry?



			    ROBERT

		No.



	Silence. Robert shifts his body to face her.



			    ROBERT (cont'd)

		Honey. Are you all right?



	She looks at him and starts to cry, shaking her head. The room 

	is filled with memories of her family. She nestles in his arms. 

	He folds her. She closes her eyes.



			    FRANCESCA

		Take me somewhere.



			    ROBERT

		What?



			    FRANCESCA

		Right now. Tell me someplace you've 

		been -- someplace on the other side 

		of the world. Anywhere but here.



			    ROBERT

			(thinks, then:)

		How about Italy?



			    FRANCESCA

		Yes.



			    ROBERT

		How about Bari?



			    FRANCESCA

		Yes. Tell me about the day you got 

		off the train.



			    ROBERT

		Have you ever been to that station?



			    FRANCESCA

		Yes.



			    ROBERT

		You know that little place nearby 

		with the striped awning that sells 

		sandwiches and little pizzas...



	The two transport themselves together to another place, where 

	there is no familiar memories surrounding them to interfere.



							CUT TO:



	EXT. JOHNSON PORCH - NIGHT



	The two sit in bathrobes on the porch looking out over the 

	pasture. They have plates of dinner on their laps. They eat 

	voraciously.



			    ROBERT

		Do you have anymore of the stew?



	Chewing, Francesca nods and leans over, picks a pot off the 

	porch and ladles some more onto his plate. Too much falls out 

	and it spills onto the robe.



			    FRANCESCA

		Oh, I'm sorry.



			    ROBERT

		It's okay. It's not that hot anymore. 

		Thanks God.



	Francesca hands him a dish rag. Robert wipes off the food 

	revealing his bare leg. She reaches over and touches it. He 

	looks at her and smiles. She leans over and kisses him 

	passionately until, suddenly, she pulls away. She looks 

	upset. She rises and moves away to look out to the pasture. 

	Robert can sense what is wrong.



			    ROBERT (cont'd)

		You think too much, you know that?



			    FRANCESCA

		I just feel like I'm getting a little

		... out of control that's all. It's 

		kind of frightening.



			    ROBERT

		Why?



			    FRANCESCA

		Why!? Because, I'm having thoughts I 

		hardly know what to do with. I... 

		can't seem to... stop them.



			    ROBERT

		Nobody's asking you to.



			    FRANCESCA

			(excited)

		And arraccinos and zeppolis. Yes! I 

		know it!



			    ROBERT

		I sat outside and had coffee.



			    FRANCESCA

		Where? Near the doorway or the near the 

		front of the church?



			    ROBERT

		Near the church.



			    FRANCESCA

			(closes her eyes)

		I sat there once. It was hot. Like 

		today. I'd been shopping. I had all 

		these bags around my feet I kept 

		having to move every time the waiter 

		came by...



							DISSOLVE TO:



	EXT. SANDWICH CAFE - BARI - DAY



	Francesca sits at the outdoor cafe in Bari with shopping bags 

	around her feet. She re-arranges them as the waiter passes 

	by, mumbling something vulgar under his breath. When she 

	looks up -- Robert is standing there. She smiles. He offers 

	her hand. She takes it and rises. They leave the cafe.



	MONTAGE:



	Francesca and Robert together against the breathtaking 

	backdrop of the Italian countryside.



	EXT. BARI COUNTRYSIDE - DAY



	On a lakefront, Robert and Francesca make love.



	WE INTERCUT WITH:



	INT. JOHNSON LIVING ROOM - EVENING



	FRANCESCA AND ROBERT MAKING LOVE ONCE AGAIN.



	Francesca looks at him and understands he is giving her full 

	permission to explore whatever she wants. Hesitantly, she 

	crosses to him and takes his plate away. She stands before 

	him, leaning him back into his chair. She slowly, 

	tentatively, opens her robe. She strokes his hair, then 

	caresses his head and gently guides it between her legs.



	1994



	INT. SLOW BEND RESTAURANT - NIGHT



	C.U. on an ashtray filled with cigarette butts as Carolyn 

	anxiously lights another. These last entries have over 

	stimulated her. She calls to the waitress abruptly.



			    CAROLYN

		Can I get another cup of coffee, 

		please?



	When she looks up, she sees Michael has returned. He sits.



			    CAROLYN (cont'd)

		Where did you go?



			    MICHAEL

		Bar across the street.



			    CAROLYN

		Have you called Betty?

			(she shakes his head)

		Maybe you should.



			    MICHAEL

		I found out who Lucy Delaney is.

			(she looks interested)

		Remember the Delaneys from Hillcrest 

		Road?



			    CAROLYN

		Yeah. But I thought she died.



			    MICHAEL

		He remarried. Apparently they were 

		having an affair for years. 

		Apparently the first Mrs. Delaney was 

		a bit of a stiff.



			    CAROLYN

		You mean -- she didn't like sex?



			    MICHAEL

			(nods, then simply:)

		I bet mom could've helped her.



			    CAROLYN

		Boy. All these years I've resented 

		not living the wild life in some 

		place like Paris and all the time I 

		could've moved back to Iowa... Are 

		you drunk?



			    MICHAEL

		Not yet. You want to go?



			    CAROLYN

		I think I better. Between the book 

		and the coffee, I'm this close to 

		raping the busboy.



	EXT. IOWA LAKEFRONT - NIGHT



	Michael and Carolyn have parked in a secluded area near a 

	lake. Some place where the moonlight and the scenery create 

	a beautiful backdrop. They sit on the ground, leaving the 

	headlights and the radio on. They are getting drunk sharing 

	a bottle of whiskey.



			    MICHAEL

		I used to love this place. I used to 

		take Kathy Reynolds down here.



			    CAROLYN

		You never dated Kathy Reynolds!



			    MICHAEL

		Not officially. Her and Steve Kendall 

		were pinned at birth. But I was crazy 

		about her. And for about three months, 

		I managed to catch her during her 

		"exploring" stage.



			    CAROLYN

		I never knew that.



			    MICHAEL

			(sadly)

		Nobody did.



			    CAROLYN

		Was this during Betty?



			    MICHAEL

		Everything was during Betty. God we 

		were so young. Why did we think we 

		had to do it all so fast? I've never 

		cheated on Betty. Not once we were 

		married, I mean.



			    CAROLYN

		Did we want to?



			    MICHAEL

		Only about a thousand times. What do 

		I do now? "What's good enough for mom 

		is good enough for me?"



			    CAROLYN

			(pissed off)

		What gets me is I'm 46 years old. 

		I've been in this crummy fucking 

		marriage -



			    MICHAEL

		Carolyn!



			    CAROLYN

			(ignores him)

		-- for over twenty years because 

		that's what I was taught -- you stick 

		with it! Normal people don't get 

		divorced. I can't remember the last 

		time my husband made love to me so 

		intensely that he transported me to 

		Europe, for Christ's sake -- quite 

		frankly, I don't think he ever did! 

		And now I find out in between bake 

		sales, my mother was Anais Nin!



			    MICHAEL

		What about me! I feel really weird. 

		Like she cheated on me, not dad. 

		Isn't that sick? I don't mean I 

		wanted to sleep with her or anything 

		but -- ya know -- being the only son. 

		You're sort of made to feel like 

		you're the prince of the kingdom, ya 

		know? And in the back of your mind, 

		you kind of think your mother doesn't 

		need sex anymore because she has you.



			    CAROLYN

		You're right -- that is sick.



	They