SLEEPLESS IN SEATTLE



By Jeff Arch 

Rewritten: 

Nora Ephron & Delia Ephron 

May 10, 1992





	FADE IN:

	CLOSE ON SAM BALDWIN

	A card: Chicago.

	He's in his thirties.  His neck is pinched into a crisp 
	dress shirt and tie.  His expression is vacant, faraway.
	A breeze blows but he doesn't react to it.  In the 
	distance the architecture of the Chicago skyline.

				 SAM
		   Mommy got sick and it happened 
		   just like that and there was 
		   nothing anybody would do.
			   (continued)

	And pull back to reveal:

	EXT. CHICAGO - A GRAVESITE - DAY

	Next to Sam is his son Jonah, age 9.  Sam's hand is on 
	his shoulder.  As the mourners go past and each takes a 
	turn shoveling a clod of dirt into an open grave --

				 SAM
		    If we start asking why we'll go 
		    crazy.  So, rule number one.  
		    We don't ask why.

							CUT TO:

	CLOSE ON ANNIE REED

	Pretty, blonde, animated.  Jeans, a T-shirt, a Baltimore 
	Orioles hat.

				 ANNIE
		    Why? I just want to know why? 
		    That's my first rule.  I always 
		    ask why.  Come on.  Tell me.  
		    C'mon, c'mon, c'mon --

	And pull back to reveal:

	EXT. CHICAGO ALLEY - DAY

	Annie is talking to her boyfriend, a good-looking guy 
	named SETH.  They're carrying packing boxes into the 
	house they share in the Old Town section of Chicago.  
	The same stunning architecture in the b.g.  They go up 
	the back wooden staircase to the house.

				 SETH
		    There's no why, Annie.  I'm 
		    just not up for it.  I never 
		    said I was.

				 ANNIE
		    Is there somebody else?

				 SETH
		    Nope.

				 ANNIE
		    You don't love me, is that it?

				 SETH
		    Nope.

	Follow them into:

	INT. KITCHEN - DUSK

	As they set down the packing boxes and Seth starts to 
	assemble them.

				 ANNIE
		    How about ... you're too 
		    narcissistic to commit to 
		    another human being in a long-
		    term way.

				 SETH
			   (agreeably)
		    That's good.

							CUT TO:

	INT. SAM'S CHICAGO TOWN HOUSE - DAY

	An attractive, thirtyish couple, SUZY and GREG are 
	stocking Sam's freezer with enough Ziploc meals for a 
	months.  A number of friends and relatives talk quietly 
	in the living room beyond.  Sam stands alone by a window 
	that looks into the backyard.  We can see a garden of 
	flowers -- clearly planted by Sam's wife.

				 SUZY
		    Five minutes in the microwave.  
		    Any one of them, five minutes 
		    and done.  Ready to eat.  Do 
		    you know how to make juice?

				 SAM
		    Microwave.  Five minutes.

							CUT TO:

	ANNIE'S KITCHEN - SEVERAL DAYS LATER

	Packing boxes.  Seth is moving out.

				 ANNIE
		    You take the microwave?

				 SETH
		    What am I going to do with a 
		    microwave?

				 ANNIE
		    You turn it on, you open it and 
		    you stand in front of it for a 
		    very long time.

				 SETH
		    So you're angry.  Big deal.

							CUT TO:

	SAM'S OFFICE - DAY

	A large modern architectural firm in a Chicago high-
	rise.  Lake Michigan out the window.  A large space with 
	several architects consulting, drafting, etc.  Sam is at 
	his desk, working.  An older colleague, ROB, comes over 
	to him.  Rob has a mustache, smokes a pipe; he's kind 
	but a little stuffy.

				 ROB
		    Young man, it's none of my 
		    business, but maybe you should 
		    talk to someone.  I myself 
		    have consulted a professional.  
		    I used to be up tight.

	On Sam's face.  It's hard to imagine Rob being any more 
	uptight than he is.  Sam takes some business cards out 
	of his shirt pocket and reads them off.

				 SAM
		    Hypnotherapy...Shiatu Massage...
		    Loss of Spouse support groups...
		    Single parent discussion nights...
		    Parents without partners.
			   (starts riffling, angry)
		    Partners without parents.  
		    People who need people.  Guys 
		    who go into the woods, beat 
		    drums and bond.  Get a shrink.  
		    Hug a friend.  Hug yourself.

	He stops, realizing that everyone in the room is staring 
	at him.  Quickly they pretend they weren't paying 
	attention.  Someone whispers something to a client.

				 SAM
			   (continued)
		    Don't mind him.  He's the guy 
		    who just lost his wife.
			   (beat)
		    What I really think is we need 
		    a change.

				 ROB
		    Good idea.  Take a few weeks 
		    off, get some sun, take Jonah 
		    fishing --

				 SAM
			   (shaking his head no)
		    A real change.  New city.  
		    Someplace where every time I go 
		    around a corner I don't think 
		    of Maggie.

	And hold on Sam for a moment and--

							DISSOLVE:

	EXT. WRIGLEY FIELD - DAY

	Sam, Jonah and Maggie walking toward the field.  It's a 
	gorgeous day for a game.  They high-five each other.

				 ROB (V.O.)
		    Where you going to go?

	And cut back to:

	INT. SAM'S OFFICE - DAY

	As Sam snaps out of it.

				 SAM
		    I was thinking about Seattle.

	INT. CHICAGO TRIBUNE - DAY

	The Living Section of the paper.  Annie is blowing her 
	nose as she finishes telling her tale of woe to her 
	boss, LAURIE JOHNSON.

				 LAURIE
		    Honey, he wasn't right for you.

				 ANNIE
			   (blowing her nose)
		    I know.

				 LAURIE
		    He wasn't even wrong for you, 
		    like cosmically wrong, so don't 
		    beat up on yourself for 
		    wasting...however long it was.

				 ANNIE
		    I know.
			   (blowing her nose 
			    again)

	She pours Annie a cup of hot water.  Annie pulls a 
	teabag out of her pocket, puts it into the water.

				 LAURIE
		    Maybe you should see a shrink.

			         ANNIE
		    I want my money.

				 LAURIE
		    Go home for the weekend.

				 ANNIE
			   (after a beat)
		    That's what I'm going to do.  
		    I'm going to go home.
			   (she thinks about it)
		    I quit.  Laurie, I quit.  I'm 
		    going back to Baltimore.
			   (she's giddy)
		    How does a blonde do a high-
		    five?

	She smacks herself in the head.

							CUT TO:

	O'HARE AIRPORT - DAY

	The X where walkway K crosses with walkway L.  Coming 
	down walkway K are Sam, Jonah, Suzy, Greg, their son 
	MACK, and several other friends.

	And coming down walkway L is Annie with Laurie and a 
	couple of FRIENDS from the paper, JUDITH and DIANE.

	They pass each other going in diagonal directions and 
	continue on.

	We stay with Sam's group:

				 JONAH
			   (to Mack)
		    Dad says I'm going to get used 
		    to it, but I don't think you 
		    can ever get used to a 
		    designated hitter.

	overlap:

				 SUZY
			   (to Sam)
		    Eventually, in a few months, 
		    you'll start seeing women, 
		    you'll meet someone.

				 SAM
		    Move on.  Right.  That's what 
		    I'm going to do.  In a few 
		    months, boom, I'll be fine, 
		    I'll just grow a new heart.

				 SUZY
		    I'm sorry --

				 GREG
		    Sam, she didn't mean --

	Sam is shaking his head no as they reach the gate for 
	the Seattle plane.

				 SAM
		    I know, I know.
			   (emphatic)
		    Look, it doesn't happen twice.

							CUT TO:

	Annie's group, as they approach the gate for the 
	Baltimore plane.

				 ANNIE
		    I'm going to meet someone, 
		    someone nice and stable who 
		    wears a hat so he won't catch a 
		    cold, and I'm going to marry 
		    him and have three children 
		    and live happily ever after.  
		    I mean, I am not cut out for this 
		    --

				 DIANE
		    For what?

				 ANNIE
		    For life as we know it.

				 LAURIE
		    Just make sure he isn't fat 
		    like my Michael or you'll spend 
		    your whole life worrying he's 
		    going to drop dead.

				 JUDITH
		    God, you guys are so romantic.

				 ANNIE
		    Do you know how long romance 
		    lasts?
			   (she snaps her fingers)
		    That long.

				 DIANE
		    Steven still brings me flowers 
		    every Friday and we've been 
		    married 10 years.

				 LAURIE
			   (to Diane)
		    Honey, nobody wants to hear 
		    that.
			   (to Annie)
		    Here, darling, have some Tic 
		    Tacs.

	Kissing everyone.  Annie starts toward the plane, loaded 
	with stuff.

				 ANNIE
		    The next time you see me I am 
		    going to be incredibly happy.

	INT. PLANE - NIGHT

	Sam and Jonah sitting together as the plane waits on the 
	runway.  He notices his father's distractedness, reaches 
	over and takes his hand.  Sam comes back into focus.

				 SAM
		    I'm your dad.  Don't ever 
		    forget that.  That's rule 
		    number two.
			   (beat)
		    It's you and me, kid.

	INT. PLANE - NIGHT

	Annie sitting by herself as the plane waits on the 
	runway.

				 ANNIE
			   (to herself)
		    I guess it's just us.

	She gulps.

	EXT. O'HARA AIRPORT - NIGHT

	The two planes face in opposite directions, waiting for 
	instructions.

	And now they both start to take off.  In opposite 
	directions.

	And we pull back back back back as the planes take off, 
	one flying east, the other flying west.

	And further and further back as they soar into the air 
	and leave the frame.

	The night sky.

	Stars twinkle.

	And now tilt down to see the United States.  It looks 
	like a cross between a satellite photo and a drawing by 
	Saul Steinberg.

	A light goes on in Baltimore.

	A light goes on in Seattle.

	They are the only lights on the map.

	EXT. BALTIMORE SUN BUILDING - LATE AFTERNOON - CHRISTMAS EVE

	As Annie comes out of the newspaper building with WALTER 
	JACKSON, a tall, handsome man who wears a hat.  They're 
	carrying an armful of Christmas presents.  They're 
	walking toward the parking lot.

				 WALTER
		    The short one with black hair 
		    is your cousin Irene --

				 ANNIE
		    -- who's married to --

				 WALTER
		    Harold, who ran away with his 
		    secretary but came back --

				 ANNIE
		    -- because Irene threatened to 
		    put the dog to sleep if he 
		    didn't --

				 WALTER
		    And your brother Tom is a 
		    psychology professor and is 
		    married to...Betsy --

				 ANNIE
		    -- who is the most competitive 
		    woman in the world --

	They put the presents in the backs of their two cars and 
	pull out together.

	EXT. A HOUSE IN BALTIMORE SUBURBS - NIGHT

	Christmas lights twinkling as the two cars pull up in 
	front of a comfortable upper middle-class house and park 
	their cars.  They get out assembling presents.

				 WALTER
		    Your Uncle Milton lost all his 
		    money in a Puerto Rican 
		    condominium that went belly up, 
		    don't mention the IRS or the 
		    Federal prison system.  Your 
		    mother is Barbara, your father 
		    is Cliff --

				 ANNIE
		    I hope he doesn't get out his 
		    slides.

				 WALTER
		    Am I what they had in mind?

				 ANNIE
		    They're going to love you.

	As they start toward the house.

							CUT TO:

	CLANGING ON THE WINE GLASSES.

	AND PULL BACK TO REVEAL:

	INT. ANNIE'S PARENTS' DINING ROOM - NIGHT

				 BARBARA
		    Everybody! Annie has an announcement --

				 ANNIE
		    Walter and I are engaged!

	And the family's at the diner table.  Annie's family is 
	a completely normally-looking WASP family -- only 
	everyone is a little eccentric.  Annie's mother BARBARA, 
	a beautiful gray-haired, fantastically cheerful woman, 
	claps her hands together.  Her father CLIFF, who's at 
	the head of the table next to her, gives Annie a kiss.  
	Annie's brother TOM and his wife BETSY are at the table, 
	along with cousin IRENE and her husband HAROLD.  UNCLE 
	MILTON, who's Irene's father and Barbara's brother.  
	There are about FIVE CHILDREN there, too.

				 IRENE
		    That's wonderful, Annie.  I 
		    hope it lasts... for years 
		    and years.

				 BETSY
			   (the competitive one)
		    Do you have a ring?

				 ANNIE
		    No.  Not yet.

				 BETSY
		    Oh.  Well.  How will anyone 
		    know?

				 TOM
		    Because you're going to call 
		    them all and tell them.  
		    Congratulations, Walter.

	He claps Walter on the back.

	Walter sneezes.  And sneezes again.

				 CLIFF
		    Are you all right?

				 WALTER
		    It's nothing.  Nothing.

				 ANNIE
		    It's probably just the flowers --

				 BARBARA
		    We'll move them --

				 WALTER
		    Don't touch them.  I feel 
		    terrible sneezing at a time 
		    like this.  This is a big 
		    moment for me --

				 ANNIE
			   (overlapping)
		    He's allergic to everything, 
		    don't worry about it --

				 HAROLD
		    Bees.  I'm allergic to bees.

				 CLIFF
		    Not salmon I hope --

				 ANNIE
		    If he eats one tiny piece of a 
		    nut --

				 WALTER
			   (cheerfully)
		    My head swells up like a 
		    watermelon and I drop dead.

				 IRENE
		    It's the same with Harold and 
		    bees.

				 CLIFF
		    Your mother and I had salmon at 
		    our wedding, and I really think 
		    a wedding without cold salmon --

				 WALTER
		    I'm not allergic to salmon.  I 
		    don't think.  But you never 
		    know.

				 HAROLD
		    You never know.

				 BARBARA
		    Oh, honey, I feel terrible, we 
		    used up this magnum of 
		    champagne we were saving on 
		    something else, what did we use 
		    it for?

				 TOM
		    Uncle Milton's parole --

				 BARBARA
		    Right.

				 UNCLE MILTON
		    And it was delicious.

				 BARBARA
		    It was, wasn't it, Milton 
		    darling --

				 BETSY
		    When are you getting married, 
		    Annie?

				 CLIFF
		    In early June.  In the garden.

				 HAROLD
		    Does it have to be in the garden?

				 IRENE
		    What about Harold and bees?

				 BARBARA
		    We'll spray you.

				 CLIFF
		    Cold salmon.  A lovely cucumber 
		    salad.  Strawberries.

				 WALTER
		    I'm afraid I'm allergic to 
		    strawberries.

				 CLIFF
		    No strawberries.

	Annie smiles at Walter.

				 ANNIE
			   (to Walter)
		    Is that all right with you?

				 WALTER
			   (to Lou Gehrig line)
		    Today I consider myself the 
		    luckiest man on the face of 
		    the earth.

				 IRENE
		    What are you wearing?

				 ANNIE
		    I don't know.

				 BETSY
		    I wish you would wear my dress.  
		    I only wore it once, and you'll 
		    barely have to do anything to 
		    it except take it in in the 
		    bust --

				 BARBARA
		    I have something that might do 
		    --

	INT. LIVING ROOM - LATER

	Walter is sitting on the couch as Cliff shows him slides 
	of cloud formations in Guatemala.  In the next room 
	Tom's at the piano and the kids are singing Christmas 
	carols.

	INT. BACK STAIRWAY - SIMULTANEOUS

	MAX, one of the children, is teaching Uncle Milton to 
	burp.

	INT. ATTIC - NIGHT

	The sound of Christmas carols from below.

	The attic is full of boxes and Annie walks through with 
	her mother.  They come to a dressmakers dummy with a 
	sheet over it.  Barbara removes the sheet.  A beautiful 
	antique dress.  A veil sitting on top of the dummy.

				 BARBARA
		    The Historical Society wanted 
		    this and I never would give it 
		    to them --

				 ANNIE
		    Granny's dress.  Oh, Mom.

				 BARBARA
		    I notice these things are back 
		    in fashion.  Oh, honey.
			   (tears are rolling down 
			    her face as she tries 
			    the veil on Annie)
		    He's a lovely man, Annie.

				 ANNIE
		    I know.  He's wonderful, isn't 
		    he?

				 BARBARA
		    Are his folks nice?

				 ANNIE
		    You'll love them.  We're going 
		    down to D.C.  tonight to be with 
		    them Christmas morning.

				 BARBARA
		    How did it happen?

	Barbara starts to unbutton the tiny buttons on the back 
	of the dress and remove it from the dummy.

				 ANNIE
		    It's silly, really.  I mean, 
		    I'd seen him at the office, 
		    obviously I'd seen him, he's 
		    the associate publisher, and 
		    then one day we both ordered 
		    sandwiches from the same place, 
		    and he got my lettuce and 
		    tomato sandwich on whole wheat, 
		    which of course he was allergic 
		    to, and I got his lettuce and 
		    tomato on white.

				 BARBARA
			   (utterly without irony)
		    How amazing.

				 ANNIE
		    It is, isn't it? You make 
		    millions of decisions that mean 
		    nothing and then one day you 
		    decide to order takeout and it 
		    changes your life.

				 BARBARA
		    Destiny takes a hand.

				 ANNIE
		    Oh, please.  Destiny's just 
		    something we've invented 
		    because we can't stand the fact 
		    that everything that happens is 
		    accidental.

				 BARBARA
		    Then how do you explain that 
		    you both ordered exactly the 
		    same sandwich except for the 
		    bread? How many people in this 
		    world like lettuce and tomato 
		    without something else like 
		    tuna?

				 ANNIE
		    It wasn't a sign.  It was a 
		    coincidence.

	Barbara shrugs, slips the dress off the dummy and Annie 
	steps into it.

	Barbra starts to button the dress on Annie.

				 BARBARA
		    I was in Atlantic City with my 
		    family.  Cliff was a waiter.  
		    He talked me into sneaking out 
		    for a midnight walk on the 
		    Steel Pier.  I've probably told 
		    you this a million times, but 
		    I don't care.  And then he held 
		    my hand.  I was scared.  All 
		    sorts of thing were going 
		    through my head.  But after a 
		    while I forgot about them.  At 
		    one point I looked down, at our 
		    hands, and I couldn't tell 
		    which fingers were mine and 
		    which were his.  And I knew.

				 ANNIE
			   (hearing it for the 
			    first time)
		    What?

				 BARBARA
		    You know.

				 ANNIE
			   (she doesn't know, but 
			    she doesn't want her 
			    mother to know she 
			    doesn't know)
		    What?

				 BARBARA
		    Magic.  It was magic.

				 ANNIE
			   (repeating)
		    Magic.

				 BARBARA
		    I knew we would be together 
		    forever, and that everything 
		    would be wonderful, just the 
		    way you feel about Walter.  
		    Walter.  It's quite a formal 
		    name, isn't it?
			   (lowering her voice)
		    One of the things I truly knew 
		    was that your father and I were 
		    going to have a wonderful time
		    ... in the sack I believe you 
		    call it --

				 ANNIE
		    Mom!

				 BARBARA
		    Of course it took several years 
		    before everything worked like 
		    clockwork in that department, 
		    so don't be worried if it takes 
		    a while --

				 ANNIE
		    Mom, we already...

				 BARBARA
		    Well, fine, fine.  Fiddle da 
		    dee.  And how's it working?

				 ANNIE
		    Like... clockwork.

	She turns to look in the mirror.  The dress doesn't fit 
	at all.  It's completely lopsided.  One shoulder is 
	higher than the other.  The waist is in the wrong spot.  
	The effect is quite comical.

				 BARBARA
		    So you'll get married in a new 
		    dress.

				 ANNIE
		    It's a sign.

				 BARBARA
			   (gently)
		    You don't believe in signs.

	EXT. STREET - LATE

	The house Christmas lights sparkle outside, twinkling on 
	the tree inside, and the warm light spilling out.

				 ANNIE
		    They loved you.  I told you 
		    they would love you and they 
		    did.

				 WALTER
		    I love you.

				 ANNIE
		    I love you, Walter.
			   (beat)
		    Did anyone ever call you 
		    anything other than Walter?

				 WALTER
		    Nope.

				 ANNIE
		    Even when you were young?

				 WALTER
		    Nope.  Not even when I was 
		    young.

	It's starting to rain.

				 WALTER
		    You sure you don't want to 
		    drive with me?

				 ANNIE
		    How will I get back to 
		    Baltimore Saturday?
			   (remembering something)
		    Oh God, I forgot my present for 
		    your stepmother -- I took it 
		    inside by accident.

				 WALTER
		    I'll wait.

				 ANNIE
		    Don't be silly.  I'll just be 
		    ten minutes behind you.

	EXT. BELTWAY - NIGHT

	As Annie drives back toward Washington, D.C.

	Raining.

	INT. CAR - NIGHT

	Annie driving.  Presents on the front seat.  She's 
	singing "Sleigh Ride" and doing all the sound effects 
	and clipclops and giddyups.  After a moment, she 
	realizes she doesn't know all the words and turns on the 
	radio.

				 DR. MARSHA'S FIELDSTONE'S VOICE
		    Welcome back to "You and Your 
		    Emotions." I'm Dr.  Marcia 
		    Fieldstone broadcasting across 
		    America from the top of the 
		    Sears Tower in Chicago where we 
		    would have a fantastic view of 
		    Santa Claus and his reindeer if 
		    there was a -- oops, never 
		    mind.  Tonight we're talking 
		    about wishes and dreams.  
		    What's your wishes this Christmas 
		    Eve? Maybe the best present 
		    you can give yourself is a call 
		    to me.  The number is --

				 ANNIE
		    Give me a break.

	Annie changes the station.

				 RADIO VOICE
		    The subject of the evening's 
		    medical update is You and Your 
		    Spleen and our host --

	She flips the dial back the other way.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Our caller is from Seattle.

	Annie changes the station.

				 RADIO VOICE
		    Coming up, Jingle Bells 
		    backwards, sung by the New 
		    Jersey Cape Mayettes --

	Annie twists the dial back the other way.  We hear a 
	YOUNG BOY's voice.

				 BOY'S VOICE (V.O.)
		    Hello, this is Jonah --
			   (there's a bleep as 
			    Jonah says his last 
			    name)

	Annie's hand lingers on the dial.

				 DR. MARCIA FIELDSTONE (V.O.)
		    No last names, Jonah.  Hello 
		    there, you sound younger than 
		    our usual callers.  How come 
		    you're up so late?

				 JONAH (V.O.)
		    It's not that late in Seattle.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Got me there.  What's your 
		    Christmas wish, Jonah?

				 JONAH (V.O.)
		    It's not for me.  It's for my 
		    dad.  I think he needs a new 
		    wife.

	Annie shakes her head.

				 DR. MARCIA FIELDSTONE (V.O.)
		    You don't like the one he was 
		    now?

				 JONAH (V.O.)
		    He doesn't have one now.  
		    That's the problem.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Where's your mom?

				 JONAH (V.O.)
		    She died.

	Annie closes her eyes for a moment.

				 ANNIE
		    I don't believe this --

	EXT. HIGHWAY - NIGHT

	As the car drives along.

				 DR. MARCIA FIELDSTONE (V.O.)
		    I'm sorry to hear that, Jonah.

				 JONAH (V.O.)
		    I've been pretty sad, but I 
		    think my dad is worse.

	INT. CAR - NIGHT

				 DR. MARCIA FIELDSTONE (V.O.)
		    And you're worried about him.

				 JONAH (V.O.)
		    I'm worried about him, he's 
		    worried about me, I ride my 
		    bike to school, he follows in 
		    the car, like I'm not supposed 
		    to know he's there.  Now it's 
		    Christmas, and you know what 
		    happens to people at Christmas.

				 ANNIE
		    They lose their minds and call 
		    crackpot doctors on the radio --

				 DR. MARCIA FIELDSTONE (V.O.)
		    Have you talked to your dad 
		    about this?

				 JONAH (V.O.)
		    No.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Why not?

				 JONAH (V.O.)
		    It's very hard for him to talk 
		    about this stuff.  It's like it 
		    makes him sadder.

				 DR. MARCIA FIELDSTONE (V.O.)
		    You want me to talk to him?

				 ANNIE
		    Perfect.  Sandbag the father.

				 JONAH (V.O.)
		    And you crazy? He thinks shows 
		    like this are dumb.  If you 
		    didn't have an 800 number I 
		    could never get away with this 
		    --

				 DR. MARCIA FIELDSTONE (V.O.)
		    Is he home right now?

				 JONAH (V.O.)
		    Yeah.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Well, I think I can help a 
		    little more if I talk to him 
		    directly.

				 JONAH (V.O.)
		    I don't know --

				 DR. MARCIA FIELDSTONE (V.O.)
		    I'm sure he won't be angry once 
		    he realizes how concerned you 
		    are about him.

				 JONAH (V.O.)
		    Okay, but if I get yelled at, 
		    I'm never gonna listen to this 
		    show again.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Fair enough.

	INT. SAM'S HOUSEBOAT - NIGHT

	Jonah is on the telephone on the first floor of the 
	houseboat he lives in with Sam.  He's got the phone cord 
	coming out of the small first-floor study, and he's 
	standing near the kitchen end of a large living area 
	looking out at the back deck, where his dad is sitting 
	in a deck chair looking out at the sea.

				 JONAH
		    Dad --

				 SAM
		    What is it?

	ON ANNIE AGAIN.

				 JONAH (V.O.)
		    There's somebody on the phone 
		    for you.
			   (into phone)
		    His name is Sam.

				 ANNIE
		    This is completely disgusting.

	INT. BALDWIN HOUSEBOAT - NIGHT

	Sam pokes his head in the back door.  He looks much as 
	he did eighteen months earlier, except that his hair is 
	a little longer.  He picks up the phone extension.

				 SAM
		    Hello.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Hello, Sam, this is Dr. Marcia 
		    Fieldstone on Network America.

	Sam looks across the room to Jonah.

				 SAM
		    I'm probably not interested in 
		    whatever you're selling.

				 DR. MARCIA FIELDSTONE (V.O.)
		    I'm not selling anything.  Your 
		    son called and asked for advice 
		    on how to find you a new wife.

				 SAM
			   (he really didn't get 
			    her name)
		    Who is this?

				 DR. MARCIA FIELDSTONE (V.O.)
			   (repeating herself)
		    Dr. Marcia Fieldstone of 
		    Network America.

				 SAM
		    Jesus, are we on the air? 
		    Jonah, for God's sake --

				 JONAH
		    Don't be mad at me, Dad.

	Sam can see Jonah.  He's frightened.  Sam immediately 
	feels how upset Jonah is.

				 DR. MARCIA FIELDSTONE (V.O.)
		    He feels that since your wife's 
		    death you've been very unhappy. 
		    He's genuinely worried about you.

	Sam is looking at Jonah, who's rooted to the spot he's 
	standing on.

				 SAM
			   (to Jonah)
		    I'm not mad at you.  Okay, I'm 
		    not mad at you.

				 DR. MARCIA FIELDSTONE (V.O.)
		    I think it's hard for him to 
		    talk to you about all this.  
		    Maybe we could talk and it 
		    would make him feel a little 
		    better.

	Sam hesitates.

				 JONAH
		    Please --

	INT. ANNIE'S CAR - NIGHT

				 ANNIE
		    This is a grotesque violation 
		    of this man's personal life, 
		    but never mind --

				 SAM (V.O.)
		    All righ...

				 DR. MARCIA FIELDSTONE (V.O.)
		    Good.  How long ago did your 
		    wife die?

	INT. HOUSEBOAT - NIGHT

				 SAM
		    It's been about a year and a 
		    half.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Have you had any relationship 
		    since?

				 SAM
		    No.

	Sam is very uncomfortable about this --

				 DR. MARCIA FIELDSTONE (V.O.)
		    Why not?

				 SAM
		    Look, Doctor, I don't want to 
		    be rude, but --

				 DR. MARCIA FIELDSTONE (V.O.)
		    And I don't want to invade your 
		    privacy --

	INT. CAR - NIGHT

				 ANNIE
		    Sure you do.

				 SAM (V.O.)
			   (overlapping)
		    Sure you do --

	Annie smiles.

				 SAM
		    Look, we had a tough time at 
		    first, but I think I'm holding 
		    my own as a dad, and Jonah and 
		    I will get along fine again as 
		    soon as I break his radio.

	Annie laughs.  So does Mr.  Fieldstone

	INT. HOUSEBOAT - NIGHT

	Jonah is smiling too.

				 DR. MARCIA FIELDSTONE (V.O.)
		    I have no doubt that you're a 
		    good dad.  You can tell a lot 
		    from a person's voice.  But 
		    something must be missing if 
		    Jonah feels that you're still 
		    under a cloud.

				 JONAH
		    Tell her how you don't sleep at 
		    night.

				 SAM
		    How do you know that?

	Sam and Jonah both talk into their extensions, literally 
	talking to each other on the phone within their own 
	house, but also ON THE AIR.

				 JONAH
		    I can hear you walking around 
		    sometimes.  At first I thought 
		    it was a robber.  Go ahead, 
		    tell her, Dad.

				 SAM
		    I don't think I have to now.

	Sam starts across the room towards Jonah, who starts 
	toward him, both of them holding their phone receivers.  
	On the wall in the dining area is a pine bench.

				 SAM
		    Look, it's almost Christmas --
			   (as the two of them sit 
			    down together on the 
			    bench)
		    A kid needs a mother --

	He puts an arm around Jonah.

	INT. CAR - NIGHT

	As Annie listens.  She's softened considerably.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Could it be that you need 
		    someone just as much as Jonah 
		    does?

				 ANNIE
		    Yes.

	Annie catches herself, covers her mouth in embarrassment.

				 ANNIE
		    I'm losing my mind.

	EXT. HIGHWAY - NIGHT

	As Annie makes a turn off the beltway into a rest stop.

				 DR. MARCIA FIELDSTONE (V.O.)
		    We've been talking to -- well, 
		    let's just call him Sleepless 
		    in Seattle, and we'll be right 
		    back after this break with 
		    listener response, your 
		    response, to the things we've 
		    been discussing.  The number to 
		    call is...

	INT. BALDWIN HOUSE

				 SAM
		    What's she talking about?

				 JONAH
		    This is where other people get 
		    to call in and dump on what you 
		    said.

	We hear the beginning of a commercial.

	INT. TRUCK STOP RESTAURANT - NIGHT

	Annie walks in, anxious to break the spell of her radio 
	reverie.  She goes to the counter to order some coffee.  
	There's a commercial on the radio.  The counter WAITRESS 
	LORETTA is talking to the customers -- who include a 
	TRUCK DRIVER at a booth.  HARRIET, a short-order-cook, 
	is visible through an open window to the kitchen.

				 LORETTA
		    I'll bet he's tall, with a cute 
		    butt.

				 HARRIET
		    I'll bet he hasn't shaved in a 
		    week.  I'll bet he stinks.

				 LORETTA
		    Shut up, Harriet.
			   (to Annie)
		    What'll it be?

				 ANNIE
		    Coffee, please.  Black.  To go.

				 LORETTA
		    Maybe I should hustle myself 
		    out to Seattle.  Give him a 
		    little present for New Year's 
		    Eve.

				 HARRIET
		    You can go there if you want 
		    but don't open his refrigerator.  
		    They don't cover anything when 
		    they put it in the fridge.  
		    They just stick it in and leave 
		    it there till it walks out by 
		    itself.

				 LORETTA
		    Harriet, ever since you 
		    divorced your last husband, 
		    you've been no fun.  I'm 
		    looking, and this guy pops my 
		    tarts.

				 TRUCK DRIVER
		    Come on, Loretta, you're going 
		    to have to jump-start this guy.  
		    His battery's dead.  And look 
		    at me.  Mister Ever-Ready.  
		    Every six minutes, another 
		    charge.

				 LORETTA
		    I'm looking for someone 
		    sensitive.

				 ANNIE
		    Come on, nobody wants a guy 
		    who's sensitive on the radio.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Let's take a call before we get 
		    back to Sleepless.  Knoxville, 
		    Tennessee, you're on.

				 SWEET SOUTHERN VOICE
		    Yes, I would just like to know 
		    where I could get this man's 
		    address?

				 LORETTA
			   (to the radio)
		    Honey, get on line.

	EXT. DINER - NIGHT

	As Annie gets into her car.

	EXT. WASHINGTON, D.C.  STREET - NIGHT

	Annie driving toward the house where Walter's parents 
	live.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Do you think there's somebody 
		    out there you could love as 
		    much as your wife? Maybe even 
		    more?

				 SAM (V.O.)
		    It's hard to imagine.

	And cut back and forth between the car and the 
	houseboat.  Sam and Jonah are still on the bench, but 
	Jonah has fallen asleep in Sam's lap.  Sam is stroking 
	the boy's hair.

				 DR. MARCIA FIELDSTONE (V.O.)
		    What are you going to do, Sam?

				 SAM
		    I don't know.  When I met my 
		    wife, it was so clear.  I just 
		    knew.

	Annie is listening now.

				 DR. MARCIA FIELDSTONE (V.O.)
		    What was it that made you know?

				    SAM
		    I don't think I could really 
		    describe it.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Why not?

				 SAM
		    And if I could describe it, 
		    it probably wouldn't be on a radio 
		    show.
			   (he laughs to himself)
		    But what the hell.  It's not 
		    one specific thing.  It's more 
		    of a feeling.
			   (continued)

	Annie coasts to a stop outside a handsome mansion in 
	Washington, D.C., the motor running.  She's hooked now, 
	she's not getting out of the car until she's heard it 
	all.

				 SAM
		    You touch her for the first 
		    time, and suddenly... you're 
		    home.  It's almost like...

				 ANNIE
		    Magic.

				 SAM
		    Magic.

	CLOSER ON ANNIE

	realizing she has just said this.  Realizing that it 
	must mean something but not knowing what.

	SHE'S CRYING.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Well, it's time to wrap up, 
		    folks --

	A FIGURE appears at the passenger side window, which 
	Annie doesn't notice.  She's wiping the tears away with 
	her hand.

				 DR. MARCIA FIELDSTONE (V.O.)
		    We hope you'll call again soon.

	The figure TAPS on the window --

				 WALTER
			   (muffled, outside car)
		    Annie?

				 DR. MARCIA FIELDSTONE (V.O.)
	    	    ... and let us know how it's 
	    	    going.

	-- and taps again.

				 WALTER
		    Annie?

	She turns.  He's pointing at the locked door.  She 
	searches for the button.  Finally finds it so that 
	Walter can open the door.

				 ANNIE
		    I'm sorry, Walter.  I just 
		    heard the most amazing thing on 
		    the radio.

	They start toward the front door, Walter and Annie 
	carrying presents, an overnight bag of Annie's.

				 ANNIE
		    People call up these shows and 
		    you can't believe the stuff 
		    they say.  It's the end of 
		    privacy as we know it, this 
		    country is just one big global 
		    village with everyone out there 
		    going blah blah blah --

	As they enter the house, we hear Silent Night and we see 
	a Christmas tree, glittering with lights.

							CUT TO:

	A CHRISTMAS TREE GLITTERING WITH LIGHTS

	as we pull back to reveal:

	INT. HOUSEBOAT - EARLY MORNING

	As Jonah opens his presents under the tree and we cut 
	from gift to gift:

	A BROOKS ROBINSON BASEBALL GLOVE which Jonah loves and 
	which he puts on his hand and keeps on while continuing 
	to open:

	A TIE which mystifies him, but he hangs it around his 
	neck.

	A PLAID SHIRT

	A MAP OF THE UNITED STATES -- the kind that's used in 
	schoolrooms that pulls down from a roller.

	And now Sam brings out a long narrow present from behind 
	the door and Jonah opens --

	A NEW FISHING ROD

	EXT. HOUSEBOAT - DAY

	As Jonah poses with all his Christmas presents -- his 
	tie hanging around his neck over his bathrobe and new 
	plaid shirt, his baseball glove, fishing rod -- as Sam 
	takes his picture.

	INT. HOUSEBOAT - DAY (OR POSSIBLY EXT. DECK HOUSEBOAT)

	Sam opens his present from Jonah, which is something he 
	made in woodworking class.

				 SAM
		    The hopes are perfect -- 
		    beautiful, identical, smooth -- 
		    and they are for something 
		    really amazing I feel it in my 
		    bones --

				 JONAH
		    It's a spice rack.

				 SAM
		    We desperately need a spice 
		    rack.  Desperately.

							CUT TO:

	INT. KITCHEN OF HOUSEBOAT - DAY

				 SAM
		    And we desperately need spices.

	Where Sam is putting the spices they have -- pepper, 
	salt, paprika and oregano -- into the spice rack, which 
	has room for at least twenty more.  Jonah is 
	methodically making pancakes.

				 JONAH
		    Dad?  About last night?

				 SAM
		    It's never happening again.  
		    Right?

				 JONAH
		    Right.

	There's a knock on the door.

				 SAM
		    Then it never happened.

	Sam goes to answer the door.

	TWO YOUNG WOMEN are standing there.  Both are wearing 
	quite a lot of Spandex.  One of them is named LULU.  It 
	says so on her jacket.  The other is JOBETH.

				 SAM
		    Hi.

				 LULU
		    Hi.  Sam?

				 SAM
		    Yes?

				 LULU
			   (looking in and seeing 
			       Jonah)
		    You must be Jonah.

	Jonah nods.

				 LULU
			   (to her friend)
		    See.  I told you.  Sam and 
		    Jonah.  I'm LULU.  This is 
		    JoBeth.

	JoBeth nods, and continues to nod as Lulu talks.

				 LULU
			   (continues)
		    We live two piers over, don't 
		    we? Number 12, right? We're 
		    having like a really neat open 
		    house today from like four to 
		    whenever if you care to stop 
		    by.

				 SAM
		    Thanks, but... we've got plans.

				 LULU
		    Well, here's the number.  If 
		    you ever find yourself 
		    Sleepless, give us a call.  We 
		    also... do babysitting.

	She winks.  JoBeth nods.

	Sam nods.

	Lulu waves goodbye, and she and JoBeth sashay off down 
	the dock.

	Jonah closes the door and turns to Sam.

				 JONAH
		    Not.

				 SAM
		    My feelings exactly.

	EXT. LAKE UNION MARINA - EARLY MORNING

	Jonah and Sam are fishing off a dingy.

				 SAM
		    How many people do you think 
		    heard that thing last night?

				 JONAH
		    It plays in 50 states.

				 SAM
		    What?!

				 JONAH
		    Nobody else is going to know it 
		    was us.

				 SAM
		    You're right.
			   (after a beat)
		    You better hope so.

	EXT. BALTIMORE SUN - MORNING

	INT. LIFESTYLE SECTION - DAY

	A large open newsroom-type space with REPORTERS at 
	computers.  Around the perimeter are glass-partitioned 
	offices and meeting rooms.  Inside one of the offices is 
	BECKY, the Lifestyle editor of the Sun.  She's at a 
	table with Annie, now a reporter for the section, and 
	two other colleagues -- KEITH and WYATT.  Wyatt is 
	playing Gameboy.

				 KEITH
		    This man sells the greatest 
		    soup you've ever eaten, there's 
		    a line around the block, and he 
		    is, I am not kidding, the meanest 
		    man in America.
			   (beat)
		    I feel strongly about this, 
		    Becky.  This is not just about 
		    soup.

				 BECKY
		    Do it.  What else?

				 WYATT
		    New Year's Eve.  Please don't 
		    make me write it.

	Becky looks at Wyatt, notices the Gameboy.

				 BECKY
		    Wyatt, I do not mean to remind 
		    you of your mother, but if you 
		    don't put that game away, no TV 
		    for a week.

				 WYATT
			   (pushing it to the 
			    center of the table)
		    Would someone look this up, 
		    don't tell me where.

	Becky is riffling through some papers on the table, 
	among which are some tearsheets from the Associated 
	Press wire.

				 BECKY
		    Listen to this.  Phone service 
		    in the greater Chicago area was 
		    tied up for two hours Christmas 
		    Eve because some kid called a 
		    phone-in show to get a wife for 
		    his father.  Two thousand women 
		    called in for the number.

				 KEITH
		    Jesus.

				 ANNIE
		    I heard it.  This kid calls up 
		    and says my dad needs a wife 
		    and I'm talking to myself in 
		    the car saying, this is 
		    completely disgusting, you're 
		    taking advantage of a child, 
		    and then the father gets on and 
		    this shrinkette says, do you 
		    want to talk about it? And he 
		    says no as a matter of fact I 
		    don't, and I am saying, bravo! 
		    Right on! Don't talk to her, 
		    it's none of her business --
			   (she's completely into 
			    this story now)
		    -- and then suddenly, for no 
		    reason at all, he's talking 
		    about how much he loved his 
		    wife, and how he just --
			   (she snaps her fingers)
		    fell in love with her and I am 
		    crying.  Me.  A tear is 
		    actually rolling down my face.  
		    It was like what happens when I 
		    watch those phone company ads.  
		    I don't have to see the whole 
		    ad, I just have to see the part 
		    where the daughter gives her 
		    mother a refrigerator with a 
		    big red bow on it, have you 
		    seen that one?

	Everyone looks at her.  Apparently she's finished.

				 BECKY
		    You should write something 
		    about this.

				 ANNIE
		    About what?

				 BECKY
		    Whatever it is.

				 KEITH
			   (waving the AP story)
		    What it is is, there are a lot 
		    of desperate women out there 
		    looking for love.

				 WYATT
		    Especially over a certain age.

	Annie is looking at them.  This isn't what she was 
	talking about at all, although she isn't quite sure what 
	she was talking about.

				 KEITH
		    It is easier to be killed by a 
		    terrorist after the age of 40 
		    than it is to get married --

				 ANNIE
		    That is not true.  That 
		    statistic is not true.

				 BECKY
		    It's not true, but it feels 
		    true.

				 ANNIE
		    There's practically a whole 
		    book about how that statistic 
		    is not true --

				 WYATT
		    Calm down.  You brought it up --

				 ANNIE
			   (sharply)
		    I did not, Wyatt.

	A beat, everyone pauses.  Things are a little out of 
	hand.

				 BECKY
		    So where were we?

				 WYATT
		    New Year's Eve.  I'll do it, 
		    okay?

				 BECKY
		    Okay.

				 ANNIE
		    If someone is a widower, why do 
		    they say he was widowed? Why 
		    don't they say he was widowered?

	Everyone looks at her strangely.

				 ANNIE
		    I was jus wondering.

	EXT. BALTIMORE STREET - DAY

	Annie walking purposefully, followed by Becky, hurrying 
	to catch up.

				 BECKY
		    What was that about up there?

				 ANNIE
		    What was what?

				 BECKY
		    What's with you?

				 ANNIE
		    Nothing's with me.

	INT. BALTIMORE RESTAURANT - DAY

	Becky and Annie are having lunch.

				 BECKY
		    "Sleepless in Seattle"?

				 ANNIE
		    That's what she called him on 
		    the show.  Because he can't 
		    sleep.

				 BECKY
		    And now 2,000 women want his 
		    number.  The guy could be a 
		    crackhead, a psychopath, a 
		    flasher, a junkie, a 
		    transvestite, a chain-saw 
		    murderer, or someone really 
		    sick, like Rick.

				 ANNIE
		    Actually, he sounded nice.

				 BECKY
		    Oh? Oh, really? Now we're 
		    getting down to it.

				 ANNIE
		    Not.

	She reaches down for her purse.

	INT/EXT. REMODEL HOUSE - DAY

	A hand reaching down to pick something up -- the Seattle 
	newspaper, and

	PULL BACK TO REVEAL:

	Sam carrying the paper down/up the stairs to an old 
	house that's being renovated.  Jonah, who is playing 
	Cameboy, is walking along with him.  WORKMEN are active 
	everywhere.  Dry wall going up, cabinets being 
	installed, tile being set.

	One of Sam's partners, BOB LANGMAN, is walking with him, 
	and JAY MATHEWS, the on-site supervisor, is waiting for 
	them in an unfinished doorframe.  Bob is hefty, older, 
	always eating something dietetic.  Jay is younger and 
	always wears as little as possible, even in cold weather.

				 BOB LANGMAN
		    Now she wants a circular 
		    stairwell off the den.

				 JAY
			   (to Jonah, in b.g.)
		    Punch me, punch in right here.
			   (points to his stomach;
			    Jonah punches)
		    And she wants the Sub-Zero with 
		    the side-by-side doors --

				 BOB
		    Which means --

				 SAM
		    The cabinets have to be redone 
		    --

	They all nod at each other.  The woman has been a 
	nightmare.

				 BOB
		    So we thought --

				 JAY
		    Since you're on the make again 
		    --

	Sam looks at Jonah --

				 SAM
		    Great.  This is great.  The 
		    whole town knows.  Just out of 
		    curiosity, how do you two know?

				 BOB
		    Grace heard it.

				 SAM
		    Grace the dispatcher.  Great.

				 BOB
		    The point is, take the client 
		    out to dinner and ask her to 
		    marry you and then maybe we 
		    won't have to redo the kitchen 
		    cabinets.

				 SAM
		    Why me? What about Jay?

				 JAY
		    Hey, my plate is full.

				 SAM
		    Well, okay.  What's the big 
		    deal?  If she'll forget the 
		    new fireplace, I'll marry her.  
		    Just point me in the right 
		    direction.

				 JONAH
		    Dad, I don't know about this 
		    one --

				 SAM
		    Oh, you're changing your mind 
		    --

				 JONAH
		    No, I'm not, but --

				 SAM
		    What's the matter with this 
		    one? Wouldn't you like to have 
		    Imelda Marcos as your mother?

				 JONAH
		    Dad --

	Sam cuffs him good-naturedly.

				 SAM
		    We better take the measurements 
		    for the new cabinets.

	He walks away past some workmen, ladders, etc.  and 
	starts checking the cross-beams in the ceiling over in 
	another area of the site.  Bob follows after him.  Jay 
	tosses Jonah a hammer and they start knocking nails into 
	the wall.

				 BOB
		    Sam, if you're not doing 
		    anything New Year's -- 
		    obviously you're not doing 
		    anything New Year's -- we're 
		    having some people over, all of 
		    them married, not one even 
		    remotely interested in playing 
		    around.  Does that sound great 
		    or what?
			   (whistfully)
		    I can't think of the last time 
		    I was at a party when anything 
		    actually happened.

				 SAM
		    Thanks, but I'll pass.  It's 
		    kind of a big night.  I don't 
		    like to leave Jonah alone.

							CUT TO:

	SHOT OF  HOUSEBOAT BEING TOWED BY A TUG DOWN THE RIVER (OR A 
	SEAPLANE LANDING) - TWILIGHT

	EXT. HOUSEBOAT - TWILIGHT

	Jonah watching it.  Sam visible in the distance in the 
	kitchen.

	INT. KITCHEN - TWILIGHT

	As Sam is busy installing the spice rack.  He marks the 
	wall, hammers in the nails, etc.

				 SAM
			   (as he starts putting 
			    new spices into the 
			    rack, in alphabetical 
			    order)
		    Does red pepper go under R or 
		    P?

				 JONAH
		    P.
			   (beat)
		    Dad?

				 SAM
			   (absently)
		    What?

				 JONAH
		    I forgot to mention.  Jed 
		    called --

				 SAM
		    Just out of curiosity, do you 
		    have any friends whose names 
		    don't begin with a J?  I feel 
		    like it was a failure of the 
		    imagination on our part naming 
		    you Jonah.
		  	   (looking at the spices)
		    What is marjoram? Does anyone 
		    know?

				 JONAH
		    Jed is having a slumber party 
		    New Year's Eve and he invited 
		    me.

	A beat.

				 SAM
		    Fine.  Fine.

				 JONAH
		    So I can go.

				 SAM
		    Sure.
			   (almost done with the 
			    spices)
		    Looking good.

				 JONAH
		    Shouldn't you have used a 
		    toggle bolt?

				 SAM
		    I think I know how to have a 
		    spice rack.

	He puts in the last spice.

	They stand back to admire it.  A beat.  The rack falls 
	off the wall.

	The rack itself doesn't break, but about six of the 
	glass jars of spices break.

	There's paprika and thyme and currying powder, etc.  all 
	over the floor along with shards of glass.

				 SAM
	    	    God fucking dammit!  Shit! 
	    	    Fuck.  Piss.

	Jonah bursts into tears.

				 SAM
			   (still angry)
		    I'm sorry.
			   (softening)
		    I'm sorry.

	He picks up Jonah and holds him.

				 SAM
		    I'm sorry.  I'm just --

				 JONAH
		    Stressed.

				 SAM
		    Right.  I'm sorry, Jonah, I'm 
		    sorry.

	And he holds Jonah as Jonah calms down.  Sam closes his 
	eyes tight.

	INT. A TELEVISION SET OF NEW YEAR'S EVE ON TIMES SQUARE

	And pull back to reveal:

	INT. HOUSEBOAT - NIGHT

	Sam, alone, watching the ball drop.  He's got a bag of 
	Doritos and a beer.

				 A VOICE
		    Can I have half your beer?

				 SAM
		    Sure.

	It's Maggie.

	She takes his bottle of beer and pours half of it into a 
	glass.

				 MAGGIE
		    What did I used to say? Here's 
		    looking at you? Here's mud in 
		    your eye?

				 SAM
		    Here's to us.  You used to say 
		    here's to us.
			   (he looks at her and 
			    his eyes well with 
			    tears)
		    Oh babe.  I miss you so much it 
		    hurts.

	He reaches out for her.  She's gone.

	And we hear the television set now counting down to 
	midnight in New York.

							CUT TO:

	INT. NEW YEAR'S EVE PARTY IN BALTIMORE - NIGHT

	The same television show counting down to midnight.

	Champagne corks popping, etc.

	And we see Walter and Annie.

				 WALTER
		    Happy New Year, darling.

				 ANNIE
		    Happy New Year.

	They start to dance.

				 WALTER
		    I was thinking, I have to go up 
		    to Boston for the AAP 
		    convention and then visit 
		    Winston-Hughes about switching 
		    over our computers.  Why don't 
		    we meet in New York for 
		    Valentine's Day weekend?

				 ANNIE
		    Walter, I'd love to --

				 WALTER
		    We'll stay at the Plaza --

				 ANNIE
		    Go for a walk in Central Park --

				 WALTER
		    Go to the Symphony --

	A beat.

				 ANNIE
		    We will?
			   (beat)
		    The Symphony?
			   (beat)
		    Okay.
			   (beat)
		    I'll take you to the Russian 
		    Tea Room for pelmeni.

				 WALTER
		    What is it?

				 ANNIE
		    It's delicious, trust me.

				 WALTER
		    Does it have wheat in it?

				 ANNIE
		    I don't think so.

	They go on dancing.  It's one of those parties where 
	everyone looks so happy and so in love.  Annie, however, 
	looks thoughtful.

	ET.  MARINA PARKING AREA - DAY

	Sam gets out of his car and starts down the dock toward 
	his houseboat.  He's carrying a bag of groceries.

	In the parking lot is a U.S.  MAIL TRUCK.

	EXT. HOUSEBOAT - DAY

	Sam approaches his boat and a puzzled look comes over 
	his face.

	A MAILMAN with a sack of mail is standing outside the 
	front door of the houseboat.  Jonah is signing a receipt 
	for the mail.

				 JONAH
		    Look at this, Dad.  They're 
		    all for you --

	Sam picks up an envelop and looks at it.  It's 
	addressed to Sleepless in Seattle c/o Dr.  Marcia 
	Fieldstone, Radio Station KWRS in Chicago.  He's 
	stunned.  As he signs the receipt:

				 MAILMAN
		    If you're having trouble 
		    sleeping, you might want to try 
		    drinking a glass of water from 
		    the other side.

				 JONAH
		    I thought that was for hiccups.

				 MAILMAN
		    Does it work for hiccups?

				 JONAH
		    For hiccups, a spoonful of 
		    sugar, you hold it in your 
		    mouth for a minute.

				 MAILMAN
		    Really?

	The mailman starts back toward the mail truck.

	Sam and Jonah start toward the door.

	INT. HOUSEBOAT - NIGHT

	Sam is in the kitchen making dinner.  Jonah is sitting 
	at the table, reading the letters from the stack they 
	found by the door.

				 SAM
		    Just out of curiosity, how did 
		    they get our address?

				 JONAH
		    They called and asked for it.
			   (reading)
		    "Dear Sleepless in Seattle.  
		    You are the most attractive man 
		    I've ever laid ears on."

	Jonah rolls his eyes, tosses the letter into a pile of 
	rejects, opens another.

				 SAM
		    How did they get our phone 
		    number?

				 JONAH
		    You have to give them your 
		    phone number or they won't let 
		    you go on the air.

	Sam nods as if this makes perfect sense.

				 JONAH
			   (continues, reading)
		    "Dear Sleepless in Seattle: I 
		    am an SWF"--
			   (to Sam)
		    What is that?

				 SAM
		    Thank God.  Something you don't 
		    know.  It's a single white 
		    female.

				 JONAH
		    This is no good.  She's looking 
		    for someone French.  Or Greek.
			   (puzzled, he throws the 
			    letter into the reject 
			    pile, opens another)
		    "Dear Sleepless in Seattle: I 
		    live in Tulsa." Where is that? 
		    --

				 SAM
		    Oklahoma.  Do you know where 
		    that is?

				 JONAH
		    Somewhere in the middle.

				 SAM
		    I'm not going to think about 
		    what they're not teaching you 
		    in school.  I am not going to 
		    think about it.
			      (beat)
		    Generally speaking I think we 
		    should rule out people who 
		    don't live somewhere near here 
		    --

				 JONAH
		    She's willing to fly anywhere.

	As Jonah hands Sam the picture.

				 SAM
		    She looks like my third grade 
		    teacher.  I hated my third 
		    grade teacher.  Hold it! Wait 
		    a minute! She is my third 
		    grade teacher!

				 JONAH
		    Dad, you're not taking this 
		    seriously.

				 SAM
		    This is not how you do it.
			   (referring to the 
			    hamburger)
		    You want this on an English 
		    muffin or a bun?

				 JONAH
		    English muffin.  How do you do 
		    it?

				 SAM
		    You see someone you like, you 
		    get a feeling about them, you 
		    ask them if they want to have a 
		    drink or --

				 JONAH
		    -- a slice of pizza --

				 SAM
		    But not dinner necessarily on 
		    the first date because by the 
		    time you're halfway through 
		    dinner you might be sorry you 
		    asked them to dinner whereas if 
		    it's just a drink, if you like 
		    them you can always ask them 
		    for dinner but if you don't you 
		    can go home if you see what I 
		    mean.
			      (beat)
		    I wonder if it still works this 
		    way.

				 JONAH
		    It doesn't.  They ask you.

				 SAM
		    I'm starting to notice that.

	INT. ANNIE'S BEDROOM - NIGHT

	Annie and Walter are making love.

				 JONAH (V.O.)
		    If you get a new wife, I guess 
		    you'll have sex with her, huh?

				 SAM (V.O.)
		    What do you think?

				 JONAH (V.O.)
		    Will she scratch up your back?

				 SAM (V.O.)
		    What?

	JONAH'S BEDROOM - NIGHT

	As Sam puts Jonah to sleep.  Jonah is holding his teddy 
	bear while this conversation concludes.

				 JONAH
		    In the movies women are always 
		    scratching up guy's back and 
		    screaming and stuff.  When 
		    they're having sex.

				 SAM
		    Whose show was this on?

				 JONAH
		    Jed's got cables.

				 SAM
		    Go to sleep.

	He kisses him good-night.

				 JONAH
		    Kiss Howard.
			   (he holds out the 
			    teddy bear)
		    G'night, Howard.

	INT. ANNIE'S BEDROOM - NIGHT

	Annie and Walter have just finished making love.

	Walter falling asleep.

	Annie lying in bed, with her eyes open.

	She starts to get out of bed.  Puts on a robe.

	INT. STAIRWAY - HOUSE

	As Annie comes downstairs in a bathrobe.

	She opens the door to the street.

	EXT. STREET - NIGHT

	As Annie starts to run down the street.

	CLOSEUP OF: ANNIE, RUNNING

	And now we widen out to see a misty highway she's running 
	down.

	Past a sign saying: Seattle Approximately 3,000 miles.

	Past another sign: Your nerves are shot.

	And another: Your feet are cold.

	And another: Will you find love.

	And another: Before you're cold?

	And another: Burma Shave.

	And Annie continues to run, and now we see she's running 
	across a map of the United States -- it's a little like 
	the one we saw in the beginning of the movie -- it's 
	like the famous map of the United States by Saul 
	Steinberg, but instead of being about New York, this one 
	is about Seattle.

	In the distance, at the very edge of the map, we see two 
	indistinct figures -- a map and a young boy.  They start 
	to wave at her, very slowly.

	Annie's eyes widen.

							CUT TO:

	INT. ANNIE'S BEDROOM - NIGHT

	Annie in bed, eyes open.  Walter fast asleep.

	She gets out of bed, puts on her robe (just as she did 
	in the dream sequence).

	INT. STAIRWELL - NIGHT

	As Annie comes down the stairs.

	INT. KITCHEN - HOUSE

	She turns the light on.

	Opens the refrigerator.

	Closes it.

	Opens it again.  Takes out some milk.

	Sits down at the kitchen table with a bowl, corn flakes, 
	banana.  She's about to assemble it when:

	She sees:

	THE RADIO

	She stands up, turns it on to the station Dr. Marcia 
	Fieldstone is on.  She sits back down with her corn 
	flakes.

				 ANNOUNCER (V.O.)
		    Up next, "You and Your 
		    Emotions" with Dr.  Marcia 
		    Fieldstone, clinical 
		    psychologist and the best 
		    friend you never had.
			   (the teaser continues)

				 WOMAN'S VOICE (V.O.)
		He says he doesn't love me any 
		more.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Why do you want to be with 
		    someone who doesn't love you?

				 ANOTHER WOMAN (V.O.)
		    Every time I come close to 
		    orgasm he stops and goes to 
		    make himself a sandwich --
	
				 DR. MARCIA FIELDSTONE (V.O.)
		    Why don't you make him a 
		    sandwich beforehand?

				 SAM'S VOICE (V.O.)
		    When I met my wife, it was so 
		    clear.  I jus knew.

	Annie starts at hearing Sam's voice.

				 DR. MARCIA FIELDSTONE (V.O.)
		    What was it that made you know?

				 SAM'S VOICE (V.O.)
		    I don't think I could really 
		    describe it.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Why not?

				 SAM'S VOICE (V.O.)
		    And if I could describe it, it 
		    probably wouldn't be on a radio 
		    show.
			   (he laughs to himself)
		    But what the hell.  It's not 
		    one specific thing.  It's more 
		    of a feeling.  
			      (continuing)
		    You touch her for the first 
		    time, and suddenly... you're 
		    home.  It's almost like... 
		    magic.

	Annie closes her eyes.

				 ANNOUNCER (V.O.)
		    We'll be back after this 
		    commercial with Dr. Marcia 
		    Fieldstone.

	EXT. BALTIMORE - PEABODY LIBRARY - DAY

	We see Annie's car pull into a parking space outside the 
	Peabody Library.  Annie gets out of the car.

	INT. LIBRARY - DAY

	As Annie strides purposefully across the library and 
	enters:

	INT. ANNIE'S BROTHER TOM'S OFFICE - DAY

	Annie bursts into Tom's office and walks over to his 
	desk.  We barely has time to look up.

				 ANNIE
		    I think I'm going crazy, Tom.  
		    I really do.  Are you happily 
		    married?

				 TOM
			   (completely panicked by 
			    the question)
		    What?

				 ANNIE
		    I mean, why did you get 
		    married? Was it all fireworks 
		    and trumpets and --

				 TOM
			   (regaining composure)
		    I got married because Betsy 
		    said we had to break up or get 
		    married.  So we get married.

				 ANNIE
		    But when you met her, did you 
		    believe she was the only person 
		    for you? That in some mystical, 
		    cosmic way, it was fated?

				 TOM
		    Annie, when you meet someone 
		    and you're attracted to them, 
		    it just means that your 
		    subconscious is attracted to 
		    their subconscious, 
		    subconsciously.  So what we 
		    think of as chemistry is just 
		    two neuroses knowing that they 
		    are a perfect match.

				 ANNIE
		    I don't even know him.  But 
		    I'm having all these fantasies 
		    about a man I've never met, 
		    who lives in Seattle.

				 TOM
		    It rains nine months of the 
		    year in Seattle.

				 ANNIE
		    I know, I know.  I do not want 
		    to move to Seattle.  But what I 
		    really don't want to do is end 
		    up always wondering what might 
		    have happened and knowing I 
		    could have done something.  
		    What do you think?
			   (Tom opens his mouth to 
			    say something, but 
			    before anything comes 
			    out, Annie fills the 
			    void)
		    It's just cold feet, isn't it? 
		    Everyone panics before they get 
		    married, didn't you?

				 TOM
		    Yes, I did.

				 ANNIE
		    Thank you, Tom.  I feel so much 
		    better just having blown this 
		    off.

				 TOM
		    Any time.

	INT. PEABODY LIBRARY - DAY

	As Annie walks through it and pushes the door to exit.

	EXT. A DOOR OPENING TO SEATTLE STREET - DAY

	Sam and Jay walk out of the Arctic Building onto the 
	street.

				 JAY
		    Sandy has a girlfriend, Clenda
		    ... She's a weightlifter, but 
		    it's not like her neck is 
		    bigger than her head or 
		    anything --

				 SAM
		    I'm not asking you to set me 
		    up, Jay.  That's not what I 
		    need your help for.  I want to 
		    know what it's like over there.

				 JAY
		    And that's what I'm trying to 
		    tell you.  What women are 
		    looking over, okay? Pecs and a 
		    cute butt.

				 SAM
		    You mean, like, "He has the 
		    cutest butt"? Where did I hear 
		    that recently?

				 JAY
		    Everywhere.  You can't even 
		    turn on the news without 
		    hearing about how some babe 
		    thought some guy's butt was 
		    cute.  Who the first babe to 
		    say this was I don't know, 
		    but it caught on.

	INT. SEATTLE RESTAURANT - DAY

	Sam and Jay at the counter.  Out the window, we can see 
	water.

				 JAY
		    When's the latest time you were 
		    out there?

				 SAM
			   (trying to remember)
		    Seventy... eight.

				 JAY
		    Well.  Things are different.  
		    First, you have to be friends.  
		    You have to like each other.  
		    Then you neck.  This can go on 
		    for years.  Then you have 
		    tests.  Then you get to do it 
		    with a condom.
			   (beat)
		    The good news is, split the 
		    check.

				 SAM
		    I don't think it could let a 
		    woman pay for dinner.

				 JAY
		    Great.  They'll have a parade 
		    in your honor.  You'll be Man 
		    of the Year in Seattle 
		    Magazine.  Tira misu.

				 SAM
		    What's tira misu?

				 JAY
		    You'll find out.

				 SAM
		    What is it?

				 JAY
		    You'll see.

				 SAM
		    Some woman is going to want me 
		    to do it to her and I'm not 
		    going to know what it is.

				 JAY
		    You'll like it.

				 SAM
			   (grimly)
		    This is going to be tougher 
		    than I thought.

	EXT. HOUSEBOAT - EARLY EVENING

	Sam coming home.

	INT. HOUSEBOAT - EARLY EVENING

	As he enters.  It's very quiet.  Too quiet.

				 SAM
		    Jonah?

	No answers.

				 SAM
		    Jonah?

	He starts to look concerned.

				 SAM
		    Jonah?

	He goes down the hall to Jonah's room.  The door is 
	shut.  He opens it.

	Jonah is sitting on his bed listening to a tape.  
	Earphones on.  Next to him is a young girl named 
	JESSICA.

				 SAM
		    Jonah?

	Jonah takes off the earphones.

				 JONAH
		    Hi, Dad.  Dad, this is Jessica.

				 SAM
		    It's nice to meet you, Jessica.

				 JONAH
		    Dad, this is amazing.  If you 
		    play this backwards, it says 
		    "Paul is dead."

				 SAM
		    I know.

				 JONAH
		    How do you know?

	Sam shrugs, turns to go back down the hall.

				 JONAH
		    Dad, could you close the door?

				 JESSICA
		    H and G.
			   (Sam looks back)
		    Hi and goodbye.

	Sam closes the door to Jonah's room.

	Hold on Sam.

				 SAM
			   (to himself)
		    Get a life.

	INT. HOUSEBOAT - CONTINUOUS

	As Sam comes downstairs, goes into his office.  Closes 
	the door.

	INT. SAM'S OFFICE AT HOME - CONTINUOUS

	He goes to the phone.  Looks up a number in the phone 
	book.  Picks up the phone and dials a number.

				 SAM
		    Hi, Victoria?... It's Sam 
		    Baldwin, I don't know if you 
		    remember me.  Oh?  Well, great.  
		    I was wondering if you wanted 
		    to have a drink... Friday, 
		    say... Dinner?... Sure, dinner 
		    would be fine.  Sure.  Dinner.

	INT. AN UNFINISHED DINNER ON A PLATE IN ANNIE'S LIVING ROOM 
	- NIGHT

	Annie is watching "An Affair to Remember" on television, 
	tears pouring down her face.  Cary Grant is saying: "Are 
	you in love with him?" Deborah Kerr replies: "I'm not 
	now."

	She's sitting at the dining room table.  A dozen pieces 
	of paper litter the table.  Annie's been unsuccessfully 
	typing a letter on an old Underwood typewriter.

				 ANNIE
		    Now those were the days when 
		    people knew how to be in love.

	She takes a blast from the wine glass to her right.  
	Becky leans in, refilling the glass.  Annie begins to 
	type and sob and look at the TV.

				 BECKY
		    You're a basket case.

				 ANNIE
			   (as she types)
		    They knew it.  Time, distance, 
		    nothing could separate them.  
		    Because they knew.  It was 
		    right.  It was real.  It was...

				 BECKY
		    ... movie.
			   (beat)
		    That's your problem.  You don't 
		    want to be in love.  You want 
		    to be in love in a movie.
			   (beat)
		    Read it to me.

				 ANNIE
			   (reading her letter)
		    "Dear Sleepless and Son..."

				 BECKY
		    It sounds like the name of a 
		    mattress store --

				 ANNIE
		    "I am not the sort of person 
		    who listens to call-in radio 
		    shows" --

	Becky flops on the couch.

				 BECKY
		    And this woman is a writer! 
		    That's what everyone writes at 
		    the beginning of letters to 
		    strangers.

				 ANNIE
		    I know that.  You think I don't 
		    know that? "I know that's a 
		    dumb way to begin, but it's the 
		    only way I can think of to 
		    convey what happened to me the 
		    other night when I heard the 
		    two of you on the radio.  On 
		    the other hand, maybe I'm just 
		    losing my mind."

				 BECKY
		    You are.  You're losing your 
		    mind.  What about Walter?

				 ANNIE
		    I'm going to marry Walter.  I 
		    just have to get this out of my 
		    system.

				 BECKY
		    Right.

				 ANNIE
		    I should say something in this 
		    about magic.

				 BECKY
		    What?

				 ANNIE
		    I don't know.  I mean, what if 
		    I never meet him? What if this 
		    man is my destiny and I never 
		    meet him?

				 BECKY
		    Your destiny can be your doom.  
		    Look at me and Rick.

				 ANNIE
			   (typing some more)
		    "I want to meet you..."

	Cary Grant says: "How about the top of the Empire State 
	Building?"

				 BECKY
		    "On top of the Empire State 
		    Building at sunset on 
		    Valentine's Day."

				 ANNIE
		    Good.  Perfect.  I'll be in New 
		    York with Walter, I can squeeze 
		    it in.

	She types in Becky's idea.

	Then she takes the piece of paper out of the typewriter, 
	smashes it into a ball and tosses it up in the air and 
	into Becky's lap.

				 BECKY
		    You want to hear about destiny? 
		    If my husband hadn't gone on a 
		    diet, which caused me to leave 
		    him, I would never have been on 
		    that flight to Miami, and met 
		    Rick, and ended up having sex 
		    in the bathroom of a 727 with 
		    that nob you slide that says 
		    "vacant-occupied, vacant-
		    occupied, vacant-occupied" --
			   (she shudders in 
			    ecstasy, then pulls 
			    herself together)

				 ANNIE
		    You never told me you left your 
		    husband because he went on a 
		    diet.

				 BECKY
			   (nods; after a beat)
		    He lost all the weight... 
		    there.

				 ANNIE
		    That's impossible.  A guy can't 
		    --

				 BECKY
		    Can too.

				 ANNIE
		    No.

				 BECKY
		    Yes.

				 ANNIE
		    And then you left him? He lost 
		    weight there and you left him?

				 BECKY
		    Plus he fell in love with a 
		    temp.

				 ANNIE
		    Listen to this, I love this 
		    part --

	Deborah Kerr says: "It's now or never." And Cary Grant 
	says: "We'd be fools to let happiness pass us by." 
	Deborah Kerr: "Winter must be cold for those with no 
	warm memories."

	Becky and Annie with tears rolling down their faces.

				 BECKY
		    Men never get this movie.

				 ANNIE
		    I know.

				 BECKY
		    Do you think at the end of the 
		    movie when she's in the 
		    wheelchair they can still do 
		    it?

				 ANNIE
		    I always wondered about that 
		    too.

	As Becky reaches for a Kleenex.

	INT. JONAH'S BEDROOM

	A Kleenex being pulled from a box.  Sam is giving it to 
	Jonah, who's up.  His hair is mated with perspiration.

				 SAM
		    It's okay, it's okay.  I'm 
		    here.

	A beat while Jonah calms down.

				 JONAH
		    It was sinking.

				 SAM
		    What was?

				 JONAH
		    Our house.  There was water 
		    coming in all the windows.

				 SAM
			   (calm and definite)
		    You're worried we're going to 
		    be all right.  We're going to 
		    be all right.
			   (Sam gives Jonah a 
			    squeeze)
		    I remember sometimes you'd have 
		    nightmares as a baby.  Your mom 
		    would hold you and rock you and 
		    sing you a song.

				 JONAH
		    Bye bye blackbird.

				 SAM
		    Is that what she used to sing?

				 JONAH
		    I miss her.
			   (beat)
		    What do you think happens to 
		    someone after they die?

				 SAM
		    I don't know.

				 JONAH
		    Like do you believe in heaven?

				 SAM
		    I never did.  Or the whole idea 
		    of an afterlife.  But I don't 
		    know any more.  I have these 
		    dreams about... your mom... and 
		    we have long talks about... 
		    about you, and how you are, 
		    which she sort of knows but I 
		    tell her anyway.  So what is 
		    that? It's sort of an afterlife, 
		    isn't it?

				 JONAH
		    I'm starting to forget her.

				 SAM
		    I know.  But she's here, Jonah.  
		    Because I have you.  And as 
		    long as I have you, I have your 
		    Mom.

	Hold on the two of them as music begins.  Bye Bye 
	Blackbird.

				 SAM
		    I... uh... have a date with 
		    someone Friday night.

				 JONAH
		    Good.

	A beat.

				 SAM
		    Did I ever tell you about the 
		    time I ate a dog biscuit?

	As Jonah cuddles closer MUSIC COMES UP AS WE PULL BACK 
	FROM THE BED AND...

							CUT TO:

	EXT. ANNIE'S TOWNHOUSE - LATE NIGHT

	AS MUSIC CONTINUES.  Annie waves as Becky gets into her 
	car and rides away.  Annie turns to her doorway and 
	stops.  She can't go back in.  She needs to walk and 
	think.  She crosses the street into a little 
	neighborhood park.  We can see the moon.

							CUT TO:

	EXT. SAM'S HOUSEBOAT - NIGHT

	Sam comes out onto the porch.  Flops down in his deck 
	chair.  The city lights in the background.  Same moon.  
	The MUSIC CONTINUES.

							CUT TO:

	EXT. PARK - NIGHT

	Annie flops down on a child's swing set in the park.  
	MUSIC CONTINUES.

							CUT TO:

	CLOSE ON SAM

	CLOSE ON ANNIE

	AND A LONG SHOT OF ANNIE IN THE SWING

	As Walter pulls up into the parking space Becky pulled 
	out of.  Annie starts toward him.

	A LONG SHOT OF SAM ON THE BACK OF THE BOAT

	Make my bed and light the lights I'll arrive late 
	tonight, blackbird, bye bye.

	FADE IN:

	INT. BALTIMORE SUN - DAY

	Annie on the phone at her desk.

				 ANNIE
		    Laurie, it's Annie.  Fine, I'm 
		    fine.  Listen, I'm doing an 
		    article on call-in radio shows.  
		    Do you know anyone who works 
		    for someone named Dr. Marcia 
		    Fieldstone...?

							CUT TO:

	Annie on the phone.

				 ANNIE
		    I'm a writer for the Baltimore 
		    Sun and I'm a friend of Laurie 
		    Johnson's.  I'm doing a piece 
		    on how people handle 
		    bereavement and I understand 
		    that you had a caller the other 
		    night... I know you're not 
		    supposed to, but Laurie said 
		    you might, and I'll plug the 
		    show and everything --
			   (she winces in 
			    anticipation of a 
			    rejection, but then 
			    her face relaxes)

							CUT TO:

	Annie dialing Sam's telephone number.

				 JONAH (ON MACHINE)
		    This is Jonah Baldwin, we're 
		    not in right now but you can 
		    leave --

	Annie hangs up.

				 ANNIE
		    Baldwin.

							CUT TO:

	Annie at her computer modem.  She's dialing a number.  
	We hear some beeps.

				 COMPUTER SCREEN
		    Directory.  Enter password.
			   (Annie types)
		    Ann Reed.  BSun124.
			   (computer)
		    Find.
			   (Annie types)
		    Samuel Baldwin.
			   (computer types)
		    216 Samuel Baldwin.  Strike Y 
		    to printout or enter factors.
			   (Annie types)
		    Samuel Baldwin, Seattle.
			   (there's a pause)
		    Not found.
			   (Annie thinks for a 
			    moment, then types)
		    Samuel Baldwin, Jonah Baldwin.
			   (a pause)
		    Samuel Baldwin, Jonah Baldwin 
		    found.  Strike Y to printout or 
		    enter factors.
			   (Annie types Y)

	And now on the computer screen, we see a funeral notice 
	from the Chicago Tribune that reads: Baldwin, Margaret 
	Abbott, beloved wife of Samuel, mother of Jonah, June 
	10, Funeral 10 a.m.  Thursday, Church of the Heavenly 
	Rest, 110 N.  State, in lieu of flowers contributions 
	should be sent to Chicago Horticultural Society.  And 
	then there's a citation: Chicago Tribune, June 12, 1989.

	Annie types another entry.

				 ANNIE
			   (typing)
		    Samuel.  Baldwin, Chicago.
			   (after a beat)
		    Four Samuel Baldwins.  Strike Y 
		    to printout.
			   (Annie strikes Y)
		    Samuel Baldwin, arrested for 
		    grand larceny, 1961.  Samuel 
		    Baldwin, alderman, convicted of 
		    accepting bribes, 1967.  Samuel 
		    J. Baldwin, architect, built 
		    City Plaza.
			   (Annie presses Y)

							CUT TO:

	A PRINTOUT OF AN ARTICLE

	that Annie's reading.  There's a newspaper picture of 
	Sam at the dedication of a building site.  It's got that 
	kind of grainy quality that things have when they've 
	been transmitted, but you can make out Sam's basic good 
	looks.

	EXT. BO'S SECURITIES/WORLDWIDE - DAY

	Annie coming from the street toward a storefront in 
	downtown Baltimore across the street from the courthouse.  
	Next door there's a bailbondsman, there are ambulance-
	chasing lawyers hanging out on the corner.

	The sign on the door reads: "No job too small." "All 
	major credit cards accepted." And then everything on 
	the sign is translated into Spanish.

	INT. BO'S SECURITIES - DAY

	Detective Bo Wheedle, a former cop, sits at his desk 
	listening to Annie.  He has some papers.

				 ANNIE
		    I need to know about him 
		    because... he's involved with 
		    my sister...

			    	 DET. WHEEDLE
		    Okay.

				 ANNIE
		    She has a pattern of getting 
		    involved with losers... Once 
		    she almost ran away with a 
		    human cannonball from the 
		    circus.

				 DET. WHEEDLE
		    Do you want a matrimonial, past 
		    wives, any kids--

				 ANNIE
		    No, I know that part --

				 DET. WHEEDLE
		    So you want a financial, is he 
		    a deadbeat, we can do a D&B --

				 ANNIE
		    No, no, no, it's more like, who 
		    is he, does he have a sense of 
		    humor, is he nice -- no forget 
		    nice, I've got nice --

				 DET. WHEEDLE
		    A sense of humor.

				 ANNIE
		    I'll tell you the truth, I 
		    heard this guy on a call-in 
		    radio show and I might not 
		    marry the person I should marry 
		    because I've become obsessed 
		    with him.

				 DET. WHEEDLE
		    Oh.  Like Glenn Close in that 
		    movie.

				 ANNIE
		    No.  Not remotely.  I just want 
		    to find out about him.

				 DET. WHEEDLE
		    You want a tail.
			   (picking up the phone)
		    I got a guy in Seattle --

	INT. SAM'S HOUSEBOAT - NIGHT

	Jonah is watching Geraldo with his babysitter, CLARISE, 
	17.
	Geraldo is talking to a heavily made-up, sexily-dressed 
	WOMAN.

				 GERALDO
		    So how long have you been a 
		    woman?

				 WOMAN
			   (husky voice)
		    About two weeks.

	Sam is coming down the stairs.

				 CLARISE
			   (to Jonah)
		    Pssst!

	Jonah hits the remote control and the channel changes to 
	the Disney channel as Sam comes into the room, dressed 
	for his date.

				 SAM
		    Clarise, I'll be back by 
		    midnight I'm sure --

				 CLARISE
		    Whenever.

	Sam tosses Jonah a letter.

				 SAM
		    This one's for both of us.

				 JONAH
			   (reading from the 
			    envelope)
		    Sleepless and Son.
			   (reading the postmark)
		    Baltimore.

	He starts to open the letter.

				 SAM
		    I left the number of the 
		    restaurant I'll be at if 
		    there's any emergency.

				 CLARISE
		    Fine.

				 SAM
			   (to Jonah)
		    How do I look?

				 JONAH
			   (absently)
		    Great.

				 SAM
			   (looks in mirror)
		    I look stupid.  I look stupid, 
		    don't I? I look like I'm 
		    trying too hard.  I was going 
		    to get a haircut but then I 
		    thought I'd look like I just 
		    got a haircut.
			   (checks his teeth, 
			    peers up his nose)

				 JONAH
			   (reading the letters)
		    This is a good letter, Dad.

				 SAM
			   (checks his fly, looks 
			    down at his feet)
		    The heels on these shoes are 
		    very large.  Why have I never 
		    noticed this? The heels on 
		    these shoes are grotesque.

				 JONAH
		    Her name is Annie.  Annie Reed.

				 SAM
		    Now I'm late.  Bye.

	He starts toward the door.

				 JONAH
		    Listen to this --

				 SAM
		    Not now, Jonah --

				 JONAH
		    Just this one part, okay?
			   (reading)
		    "I have been an excellent 
		    third-baseman for as long as I 
		    or anyone else can remember, 
		    and I guarantee you will not 
		    get one past me"

				 SAM
		    Jonah, I'm leaving --

				 JONAH
		    WAIT!!!
			   (Sam stops, amazed at 
			    Jonah's vehemence; 
			    Jonah continues 
			    reading)
		    -- "and while we're on the 
		    subject, let's just say right 
		    now that Brooks Robinson was 
		    the best third baseman ever.  
		    It's important that you agree 
		    with me on that because I'm 
		    from Baltimore."  Dad, she 
		    thinks Brooks Robinson is the 
		    greatest.

	Sam goes out the door with Jonah behind him, waving the 
	letter.

	EXT. HOUSEBOAT - NIGHT

				 JONAH
		    Dad!

				 SAM
		    Everyone thinks Brooks Robinson 
		    is the greatest.

				 JONAH
		    It's a sign.

				 SAM
		    Oh, right.

	Sam stops, takes Jonah by the hand and takes him back 
	into the house.

				 SAM
		    Come here.  I want to show you 
		    something.

	INT. HOUSE - NIGHT

	As Sam pulls down the map of the United States, which is 
	hanging over one of the kitchen windows and stands Jonah 
	in front of it.

				 SAM
		    Here is Seattle.
			   (moves his finger 
			    across the country)
		    And here is Baltimore.  Case 
		    closed.
			   (he pulls the map and 
			    it snaps back up)

				 JONAH
		    She doesn't want us to go to 
		    Baltimore.  She wants to meet 
		    us in New York City on 
		    Valentine's Day.  On top of the 
		    Empire State Building.

				 SAM
		    Perfect.  We'll be there.

	Sam goes out the door.  Jonah just looks down at his 
	letter, his hopes on hold.  Clarise switches the TV back 
	to Geraldo.

	INT. RESTAURANT - NIGHT

	Sam sits at a table.  Nursing a beer.  A little nervous.  
	He looks up and spots:

	VICTORIA

	walking into the place.  She's attractive.  She waves 
	and smiles and sits down, orders a white wine spritzer 
	from the maitre d'.

	After a beat.

				 SAM
		    Hi.

				 VICTORIA
		    Hi.

	An awkward pause.

				 SAM
		    You look good.

				 VICTORIA
		    You look good yourself.

	Another pause.

				 VICTORIA
		    I thought you were never going 
		    to call me.

				 SAM
		    You did?

				 VICTORIA
		    I really wanted you to call me, 
		    and I thought you were never 
		    going to --

				 SAM
		    You could have called me --

				 VICTORIA
		    No way.  No way I was going to 
		    be the first woman you went out 
		    with after...
			   (she gestures 
			    helplessly)
		    There is no percentage 
		    whatsoever in being the first 
		    woman anyone goes out with 
		    after...

				 SAM
		    You are the first woman I'm 
		    going out with.

				 VICTORIA
		    Oh.

				 SAM
		    So whatdya say? I'll get the 
		    check, and I'll call you in 
		    eight months.

	Victoria laughs far too enthusiastically.

				 VICTORIA
		    Oh, you are funny --

	We hear a CLICK as the image FREEZES.

							CUT TO:

	SEATTLE DETECTIVE

	sitting at a table across the room, having just taken 
	the picture of Sam we saw frozen, with a miniature 
	camera.  In QUICK CUTS we see a progression of later 
	photographs:

	SAM AND VICTORIA SIMPLY TALKING.

	SAM HOLDING HIS FORK ACROSS THE TABLE TO GIVE VICTORIA 
	A BITE OF HIS SALMON.

	SAM AND VICTORIA SHARING A LAUGH.

							CUT TO:

	INT. BALTIMORE MARKET - DAY

	Lots and lots of fish stalls with crabs, etc.  Annie is 
	walking with Det. Wheedle toward a table you stand at 
	near the clam bar.

				 ANNIE
		    Tell me he's living in squalor.  
		    Tell me everything he has is 
		    being repossessed, including 
		    his filthy, dented mobile home.

				 WHEEDLE
		    He's got a houseboat.

				 ANNIE
		    I hate boats.

				 WHEEDLE
		    It sounds nice.

				 ANNIE
		    Boats.  You go out in them.  
		    You come back in them.  I hate 
		    them.

				 WHEEDLE
		    Houseboats don't go anywhere.

				 ANNIE
		    Boats.  All anyone talks about 
		    is the wind.  Is it up, is it 
		    down.  I can't live with a man 
		    who only talks about the wind.

				 WHEEDLE
		    It's not a boat boat.  It's 
		    really a house.

				 ANNIE
		    But it's on the water.

				 WHEEDLE
		    It's on the lake right in the 
		    middle of Seattle.
			      (beat)
		    It rains nine months of the 
		    year in Seattle.

				 ANNIE
		    I hope I don't have to pay for 
		    that piece of information.

				 WHEEDLE
		    No, that's free.  He's an 
		    architect.  Used to do big 
		    high-profile projects.  He 
		    scaled it all back when his 
		    wife died.  Now he remodels 
		    people's homes.  He works in 
		    a small firm, makes a good 
		    living.

	He shows her a good picture of him.

				 ANNIE
		    He's real.

	She goes to the next shot.  Sees a picture of Sam and 
	Victoria in the restaurant, although all we see of 
	Victoria is her back and mane of blond hair.

	Hold on Annie's face.

	INT. SEATTLE MARKETPLACE

	With its stalls of king crab, but otherwise almost 
	identical in design to the Baltimore marketplace.

	Sam and Jonah walk past the fish stand, Sam looking 
	around, slightly distracted.

				 JONAH
		    I figure we could go to New 
		    York, catch the Knicks, and 
		    since we'd be there anyway, 
		    obviously we'd go to the Empire 
		    State Building --

				 SAM
		    There she is.

	As Victoria comes toward them, with a bag full of 
	groceries.

				 JONAH
		    Why is she bringing that bag?

				 SAM
		    She's going to cook something 
		    for us?

				 VICTORIA
		    Hi, Sam.  And let me guess -- 
		    you must be Jonah.

				 JONAH
		    Hi.
			   (back to the subject)
		    He should book now because we 
		    can get an excursion fare.  
		    Jessica's parents are travel 
		    agents and --

				 SAM
		    Not now, Jonah.

	INT. HOUSEBOAT - LATER

	Sam, Jonah and Victoria are at the dining room table, 
	finishing the dinner that Victoria cooked.

				 SAM
		    We can't finish the job.  She's 
		    on her sixth painter, now she's 
		    thinking maybe she wants the 
		    fireplace rebricked --

				 VICTORIA
		    I know her pretty well.  Maybe 
		    I could call her --

				 SAM
		    I've already solved it.  I've 
		    hired a hit man.

	Victoria laughs a little too hard.

				 VICTORIA
		    Oh that is so funny, you are so 
		    funny.

	Sam smiles.  Jonah is appalled.

				 SAM
		    Every time she wants to change 
		    something, she talks in this 
		    little baby voice --
			   (in a little baby 
			    voice)
		    "Couldn't you just move the 
		    stairway a teeny tiny bit?"--

	Victoria almost dies laughing.  Jonah's eyes narrow to 
	slits.

				 JONAH
		    Do you like baseball?

				 VICTORIA
		    Yes, I do.  In fact, my firm has 
		    box seats for the Mariners.  
		    Why don't we all go next week?

				 JONAH
		    What about camping?

				 VICTORIA
		    What about it?

				 JONAH
		    Do you like it?

				 VICTORIA
		    I went camping once.
			   (to Sam)
		    I love to brush my teeth in a 
		    brook and floss with a weed.

				 JONAH
		    We ought to start camping 
		    again, Dad.

				 SAM
		    Okay, tiger.  Time for bed.

				 JONAH
		    It's only ten o'clock.

				 SAM
			   (a little edgy)
		    Jonah!

				 JONAH
		    Okay.

				 SAM
		    Thank Victoria for dinner.

				 JONAH
		    Thanks for dinner.  I never saw 
		    anybody cook potatoes that way.

				 SAM
			   (gracious)
		    I'm glad you liked it.  Good 
		    night, Jonah.

	They watch as Jonah pads down the hallway.

	EXT. SAM'S HOUSEBOAT - REAR DECK - ON SAM & VICTORIA

	They're standing at the rail, talking.

	INT. HOUSEBOAT - NIGHT

	Jonah has snuck downstairs and is peeking out the window 
	at them.

	Victoria runs her finger down Sam's arm.

	Jonah is horrified.

	He dashes over to the phone and begins to dial.

	INT. ANNIE'S BEDROOM - NIGHT

	A sleeping Annie and Walter are startled awake by the 
	ringing of her phone.

				 ANNIE
			   (groggy)
		    Hello.

				 BECKY
			   (through filter)
		    Turn on your radio!

				 ANNIE
		    What?

				 BECKY
			   (through filter)
		    The kid is on.  You've got me 
		    listening to this garbage.  
		    Go on, turn it on.

				 WALTER
		    Who is it?

				 ANNIE
		    Oh, it's just Becky, she's 
		    having trouble with Rich again.
			   (into phone)
		    Hold on, Becky, I'm going 
		    downstairs.

	She puts the phone on hold and gets out of bed.

	INT. KITCHEN - NIGHT

	As Annie comes in and turns on the radio and picks up 
	the phone.

				 JONAH (V.O.)
		    This is a complete disaster.  I 
		    wanted him to find a wife, but 
		    he's got the wrong one --

				 ANNIE
		    How am I going to explain this 
		    to Walter?

				 BECKY (V.O.)
		    Shhh, listen to this --

	Annie takes the portable radio and the telephone 
	receiver, opens the broom closet and closes herself 
	inside.

				 DR. MARCIA FIELDSTONE (V.O.)
		    Shouldn't your father be the 
		    judge of whether she's right 
		    or wrong?

	ON JONAH

	sneaking glances out at Sam and Victoria as he talks.  
	Victoria puts her arms around Sam's waist and clasps 
	them behind him.

				 JONAH
		    Please, please don't make me 
		    sick.  He's not sane enough to 
		    judge anything.  She's a ho.

	ON THE OUTSIDE OF THE BROOM CLOSET, WITH THE TELEPHONE 
	CORD LEADING INTO IT.

				 JONAH (V.O.)
			   (muffled slightly)
		    My dad's been captured by a ho.

	Suddenly Sam happens to look over to the window.  Jonah 
	ducks down behind the desk before Sam sees him.

	EXT. HOUSEBOAT - NIGHT

	Victoria notices Sam glancing back at the house, aware 
	that he's concerned about Jonah seeing them.

				 VICTORIA
		    Is he there?

				 SAM
			   (turning back)
		    No.
			   (beat)
		    After he was born, every time 
		    we started to make love, he 
		    would cry.  He had an uncanny 
		    sense of timing.  We really 
		    shouldn't do anything here 
		    anyway.

				 VICTORIA
		    Absolutely.  Right.

	And she moves in to kiss him.

	ON JONAH

	Jonah peeks up over the top of the desk to check if the 
	coast is clear and is sickened to see them locked in a 
	kiss.

				 JONAH
		    Oh God, it's major.  He's 
		    kissing her on the lips.  I 
		    have to stop this.

	ON BROOM CLOSET

				 ANNIE
			   (muffled)
		    Come on, Jonah --

				 BECKY (V.O.)
		    Do something --

	ON JONAH

				 DR. MARCIA FIELDSTONE (V.O.)
		    Jonah, you can't butt in here.

				 JONAH
		    Yes, I can.

	He hangs up the phone and SCREAMS.

							CUT TO:

	ANNIE AS THE BROOM CLOSET DOOR OPENS.

	SHE SCREAMS.

	It's Walter.

				 WALTER
		    Miss Scarlett.  In the broom 
		    closet.  With the radio.

				 ANNIE
			   (to Becky)
		    I gotta go.  I'll see you at 
		    work.
			   (she hangs up, turns 
			    off radio)
		    Walter, you scared me.  Don't 
		    ever do that again.

	INT. HOUSEBOAT - NIGHT

	As Sam holds Jonah by the shoulders.

				 SAM
		    Don't ever do that again.

				 JONAH
		    I thought I saw a black widow 
		    spider.

	Sam looks at Victoria, shrugs.  Back to Jonah.

				 SAM
		    What are you doing up?

				 JONAH
		    I was thirsty.

				 SAM
		    There's a bathroom upstairs.

				 JONAH
		    The water tastes better in the 
		    kitchen.

				 SAM
		    That's true.  Why is that?

	INT. ANNIE'S TOWNHOUSE APARTMENT - NIGHT

	As she and Walter go upstairs to bed.

				 ANNIE
		    Becky heard this woman on the 
		    radio complaining about this 
		    guy she was sure was Rick, 
		    which meant he was cheating on 
		    her.  She was completely 
		    hysterical.  Then it turned out 
		    the woman lived in Duluth.

				 WALTER
		    That doesn't make any sense.

				 ANNIE
		    I know.  It makes no sense at 
		    all.  Thank God my life is in 
		    place.

	INT. ANNIE'S BEDROOM - NIGHT

	Walter asleep.  Annie stares up at the ceiling, wide 
	awake.  Thinking.

	INT. JONAH'S BEDROOM - NIGHT

	Jonah lying on his pillow, staring up at the ceiling, 
	wide awake.  Thinking.

	INT. JESSICA'S PARENTS' TRAVEL AGENCY - DAY

	Jessica is reading the letter from Annie.  She's sitting 
	at a computer in their travel agency, which is on the 
	entrance level to a charming Seattle townhouse.  Jonah 
	sitting there.

				 JESSICA
		    Write her.

				 JONAH
		    You think so?

				 JESSICA
		    It's Y. O. H.

				 JONAH
			   (agreeing)
		    Yeah.
			   (a beat)
		    What's that?

				 JESSICA
		    Your only hope.

	INT. NEWSROOM - DAY

	Annie, at her computer, talking to Becky.

				 ANNIE
		    I thought I would look into 
		    doing a story about those radio 
		    shows.

				 BECKY
			   (nods; after a beat)
		    You'd probably have to go 
		    somewhere to really look into 
		    it.

				 ANNIE
		    Definitely.

	EXT. STREET OUTSIDE JESSICA'S HOUSE - A LITTLE LATER

	Jonah and Jessica at the mailbox.  As Jonah opens the 
	mailbox and drops the letter in, we hear a SQUEAL OF 
	BRAKES.  It's Sam's car.

				 SAM
			   (angry)
		    Get in the car right this 
		    minute.

	Jonah, about to get in, looks at Jessica.

				 JESSICA
		    I'll call you later.

	Jonah gets in.

	INT. SAM'S CAR - CONTINUOUS

				 SAM
		    Did you call that radio station 
		    again?

				 JONAH
		    No.

				 SAM
		    Everyone at work heard you.

				 JONAH
		    I just called for a second.

				 SAM
		    Long enough to call Victoria a 
		    ho.

				 JONAH
		    It's a short word.

				 SAM
		    This is not a joke.  Thank God 
		    Victoria doesn't know.  It 
		    would really have hurt her 
		    feelings.

				 JONAH
			   (really getting into 
			    it)
		    If she knew, she'd never 
		    forgive me.  It would be 
		    hopeless for the two of you.

	EXT. SEATTLE STREET - CONTINUOUS

	As the car drives off.

				 SAM (V.O.)
		    Don't open your mouth again.  
		    Ever.

	EXT. A CAR DOOR SLAMMING - NIGHT

	And pull back to reveal:

	EXT. BALTIMORE RESIDENTIAL STREET - NIGHT

	As Annie and Walter get out of the car, dressed for a 
	dinner.

				 WALTER
		    Couldn't you just do a phone 
		    interview?

				 ANNIE
		    Not for the kind of place I 
		    want to do.  I won't be in 
		    Chicago that long.

				 WALTER
		    When you get back, I'll be 
		    gone --

				 ANNIE
		    And then I'll see you in New 
		    York --

				 WALTER
		    Okay, okay.

	EXT. BALTIMORE INTERNATIONAL AIRPORT - DAY

	A 747 accelerates down the runway and blasts into the 
	winter sky.

	INT. AIRPLANE - IN FLIGHT - DAY

	Annie is looking out the window, preoccupied.

				 PILOT'S VOICE
		    This is Captain Foster 
		    welcoming you aboard Flight 132 
		    to Seattle.  Our flying time 
		    today...

				 ANNIE
		    Do you believe that any lie is 
		    a betrayal? That's what Harold 
		    Pinter says, but it seems to me 
		    it's a very harsh way of 
		    drawing the line.

	Annie turns back to the window, leaving the seatmate, 
	who in any case doesn't speak English, completely 
	mystified.

	INT. SEATTLE/TACOMA AIRPORT - DAY

	Jonah is standing out of the way at a departure gate, 
	watching Sam as Victoria checks in for a flight bound 
	for Minneapolis.

				 VICTORIA
			   (turning to Jonah)
		    Can I bring something back for 
		    you? A souvenir?
			   (to Sam)
		    Does he like those little snow 
		    scenes?
			   (to Jonah)
		    You know -- you shake them up 
		    and the snow floats down?

	Sam looks at Jonah, threateningly.  Be nice or else.

				 JONAH
			   (extremely polite)
		    Sure.  I'd really like that.  
		    Thank you so much.

				 VICTORIA
		    Well...

				 JONAH
		    I think they're announcing your 
		    flight.

	Sure enough, passengers are starting to board.

				 SAM
		    He's ten.

				 VICTORIA
			      (he's good at it)
		    He's good at it.

				 SAM
		    I read an article about this
		    ...

				 VICTORIA
		    I read the same article...

				 SAM
		    It takes time --

				 VICTORIA
		    Absolutely.  When I come back, 
		    maybe the two of us should 
		    spend some time together, on 
		    our own.  What do you think?

				 SAM
		    Sure.  Sure.

	Victoria waves goodbye and starts toward the jetway.  
	As Sam watches her go, Jonah looks at him, sticks his 
	finger in his mouth and pretends to gag.

				 SAM
			   (impatiently)
		    Jonah, this isn't fair.  You 
		    don't know Victoria.  I hardly 
		    know her myself.  She is, in 
		    fact, a mystery to me.  She 
		    tosses her hair a lot.  Why 
		    does she do this? I have no 
		    idea.  Is it a twitch? Does 
		    she need a haircut? Should she 
		    use barrette so it doesn't 
		    keep falling in her face? 
		    These are things that I'm 
		    willing to get to the bottom 
		    of, and that is why I am dating 
		    her.  That is all I am doing.  
		    I am not marrying her.  Can you 
		    appreciate the difference? 
		    That's what single people do, 
		    they try people on and they see 
		    if they fit.  But nobody fits 
		    perfectly, everyone is an 
		    adjustment.

				 JONAH
		    Was Mom an adjustment?

				 SAM
			   (complete exasperation)
		    I'm never going to meet anyone 
		    who's going to measure up to 
		    your mom in your eyes? What do 
		    you think? There's a perfect 
		    woman walking around out there?

	At that moment, Annie emerges from the jetway right next 
	to the one Victoria went into and comes toward us.

				 SAM
		    There's no such thing as a 
		    perf --

	Sam sees Annie immediately, and is instantly struck by 
	her looks, her fluidity, her poise.

	Annie walks right toward Sam, right past him, inches 
	from him, not noticing him as she looks for the exit.  
	Sam continues to stare at her.

				 SAM
			   (to himself, referring 
			    to Annie)
		    God, she's beautiful.

				 JONAH
			   (unaware he's talking 
			    about Annie)
		    Victoria? She's okay.

	Sam and Jonah start toward the exit, Sam trying not to 
	lose sight of Annie.

				 JONAH
		    Dad, I was talking to Jessica 
		    about reincarnation, and she 
		    thinks that probably you knew 
		    Annie in another life.

				 SAM
			   (completely distracted)
		    Who is Annie?

				 JONAH
		    The one who wrote us.

	Sam is preoccupied with Annie.  She takes a turn that he 
	doesn't expect.  He's having trouble keeping up, because 
	he has to wait for Jonah.

				 JONAH
			   (continuing)
		    But Jessica says you and Annie 
		    never got together in that 
		    life, and your hearts are like 
		    puzzles with parts out of them 
		    and when you get together the 
		    puzzle's complete.

	He's lost Annie in the crowd.  She's nowhere in sight.

				 SAM
		    God dammit.

	A beat, then Sam heads off to the exit.  Jonah follows.  
	As they walk into the distance --

				 JONAH
		    The reason I know this and you 
		    don't is that I'm younger and 
		    purer so I'm more in touch with 
		    cosmic forces.

				 SAM
		    I sincerely hope you are not 
		    going to marry Jessica.

	EXT. AIRPORT CAR RENTAL AGENCY - DAY

	As the shuttle bus drops Annie off at a rental car.  As 
	she gets in and starts the car.

	EXT/INT. SEATTLE/RENTAL CAR - DAY

	Annie driving through the streets of Seattle, referring 
	continually to a map she has spread out on the passenger 
	seat, trying to navigate her way to the Baldwin houseboat.

	EXT. STREET FRONTING THE BALDWIN HOUSEBOAT SLIP -- DAY

	Annie drives slowly down the street, looking for the 
	Baldwins' marina.  She stops, blocking the driveway to 
	the marina.

	ON ANNIE IN HER RENTAL CAR

	checking the map.

	Suddenly she hears a HORN HONKING behind her.  She looks 
	into the rear-view mirror and sees Sam and Jonah in 
	their van, anxious for her to move so they can pull into 
	their driveway.

	Recognizing Sam from Wheedle's picture, Annie panics and 
	speeds away, tires squealing.

	EXT. SEATTLE GAS STATION - DAY

	Annie's car is parked just outside the rest room.

	INT. GAS STATION RESTROOM - DAY

	Annie's in the Ladies' Room, splashing some water on her 
	face.  She towels it off and looks into the mirror.

				 ANNIE
			   (practicing)
		    Hello, Mr.  Baldwin? No.  
		    Hello, Sam?
			   (sweet)
		    I'm Annie Reed.
			   (dignified)
		    I'm Annie Reed.
			   (sultry)
		    I'm Annie Reed.
			   (matter-of-fact)
		    I'm Annie Reed.

	She settles on the matter-of-fact reading.

				 ANNIE
		    I heard about you calling Dr. 
		    Fieldstone, and well, I just 
		    happened to be out here on...

	JUMP CUT:

				 ANNIE
			   (businesslike)
		    business...

	JUMP CUT:

				 ANNIE
			   (carefree)
		    vacation...

	JUMP CUT:

				 ANNIE
			   (losing confidence, 
			    ready to pack it in)
		    for no good reason at all...
			   (rallying, businesslike 
			    again)
		    business... and I thought I'd 
		    drop and...
			   (breezy)
		    say hello...

	JUMP CUT:

				 ANNIE
			   (earnest)
		    invite you to lunch...

	JUMP CUT:
    
				 ANNIE
			   (sexy)
		    take a shower with you...

	JUMP CUT:

				 ANNIE
			   (embarrassed with all 
			    this)
		    shoot myself.

	EXT. STREET NEAR MARINA - LATER

	ON ANNIE

	watching.  She's at a safe distance, across the street 
	and down some from the marina entrance.  She watches it 
	for a moment, then gains courage.  She starts to cross 
	the street to enter the dock.

	EXT. DOCK - CONTINUOUS

	Annie walks toward Sam's houseboat.  Nervously.  Goes up 
	to the door.  Adjusts herself quickly and knocks.  No 
	response.  Let down, she's just about to walk away when 
	she hears a motor REV UP.

	Annie peeks around the side of Sam's houseboat and spots 
	Sam and Jonah heading out in their dingy.

	EXT. STREET NEAR MARINA - CONTINUOUS

	Annie races back to her car, jumps in and follows the 
	boat along the seashore drive.

	EXT. SEATTLE HIGHWAY - CONTINUOUS

	As we see Annie driving along the water as Sam and Jonah 
	chug along in the water.

	EXT. ALKI BEACH - ON SAM AND JONAH

	They're down at the water's edge, skipping broken 
	clamshells, like stones, across the surface of the water.  
	They're laughing, pointing, counting out the number of 
	skips, arguing over the merits of each throw.

	ON ANNIE

	checking them out from a phone booth next to the Snak Shak.

							DISSOLVE TO:

	ANNIE'S POV - ON SAM AND JONAH - LATER

	They're throwing a football.  Jonah catches it and 
	starts to pretend to score a touchdown, dodging and 
	feinting.  Sam tackles him and they tumble together on 
	the beach.

	CLOSE ON ANNIE

	watching.  The purity and innocence of this little scene 
	-- a father and son at play -- is affecting her more 
	than she ever could have imagined.  Their LAUGHTER 
	filters up to her.  Right to her heart.

				 ANNIE (V.O.)
		    I watched him play with his son 
		    at the beach.

	INT. ANNIE'S MOTEL ROOM - NIGHT

	Annie's on the phone with Becky.  We cut back and forth 
	between them.

				 BECKY (V.O.)
		    Did you talk to him?

				 ANNIE
		    I couldn't do it.  How did I 
		    get here?

	INT. BECKY'S BEDROOM - NIGHT

	Becky on the phone in bed.  And cut back and forth.

				 BECKY
		    You told a lie and got on a 
		    plane.

				 ANNIE
		    That's not what I mean.
			   (beat)
		    I'm going back over there 
		    tomorrow and talk to him.  I 
		    am.

				 BECKY
		    Okay.  Good.  Goodbye.

				 ANNIE
		    Becky?

				 BECKY
		    What?

				 ANNIE
		    Is this crazy?

				 BECKY
		    No.  That's the weirdest part 
		    about it.

				 ANNIE
		    Thank you.  I love you.

				 BECKY
		    I love you, too.

				 ANNIE
		    Good night.

	Annie hangs up the phone.  She turns off the light.  
	Moonlight coming through the window.  Hold on her.

	EXT. STREET NEAR MARINA - DAY

	Annie parks across from the marina, starts to get out.

	Sam's van pulls into a parking space.  Jonah in the 
	front with Sam.  They're diagonally across a four-lane 
	street.

	ON SAM AND JONAH

	As they start to get groceries out of the car.

	Annie watching.  This is it.  No chickening out this time.

	She's come three thousand miles, told lies, the whole 
	thing.  It's now or never.

	Sam and Jonah start toward the gate to the dock.

	Annie starts to cross the street, gathering courage and 
	rightness with every step.

	But she STOPS DEAD WHEN SHE SEES:

	SUZY

	who we remember from eighteen months ago, appearing at 
	the gate to the marina -- waving, smiling a mile wide -- 
	beckoning Sam and Jonah home like a military wife whose 
	boys have just come back from the front.  Sam and Jonah 
	are overjoyed to see her.  Jonah breaks into a run, 
	nearly leaping into Suzy's waiting arms -- as Sam brings 
	up the rear, picking up Jonah's sodas which he dropped 
	when he started running.

	ON ANNIE

	She comes to a standstill, in the middle of the street.  
	In shock.  The scene in front of her is too horrible to 
	bear.

	ANNIE'S POV - GATE TO MARINA

	Sam catches up.  Suzy -- no less beautiful and vivacious 
	than she was before -- tousles Jonah's hair, kisses Sam 
	and hugs them both.

	ON SAM, JONAH AND SUZY.

				 SAM
		    God, it's wonderful to see you.  
		    Where's Greg?

				 SUZY
		    He's over at the boat show.  
		    He'll be by later.
			   (she looks around)
		    It's so beautiful here.

	ANNIE

	There is such apparent warmth, and joy, and love about 
	this homecoming that she forget where she is -- in the 
	middle of the street.  A car HORN blares at her... all 
	she can do is stare at the nightmare that has unfolded.  
	She starts to back away -- and that's when she sees --

	A TAXICAB

	coming right at her, horn BLARING, tires SQUEALING.  
	Annie starts to jump to the other lane but there's a van 
	bearing down from the opposite direction.  She steps 
	back to the middle line.

	The cab goes into a skid.  Annie freezes.

	Sam heard the noise and turns to see what's going on.  
	The cab comes SCREECHING right at the CAMERA.

	Annie screams.

	The cab stops inches from her body.  The van in the 
	other oncoming lane fishtails to a stop as well.

	ON SAM

	responding.  He runs from the gate toward the near-
	accident.

	ON THE CAB DRIVER

	getting out of the cab, as other people gawk from the 
	sidewalk.

				 DRIVER
		    Lady, what the hell are you 
		    doing?

	Annie, still in shock from her brush with disaster, 
	hears the Cabbie but doesn't respond.  Stunned, she 
	turns to see Sam on the other side of the street.  Their 
	eyes meet.  Sam stops, realizing it's the woman he saw 
	in the airport.

				 SAM
		    Hello.

				 ANNIE
		    Hello.

	Annie, totally mortified and humiliated by everything 
	that's happened, bolts for her car.

	Sam wants to run after her -- but there's traffic is 
	coming past and he can't cross the street.  Annie gets 
	into her car, starts and pulls away.  Sam stands there, 
	deflated.

	EXT. AIRPLANE - IN FLIGHT ACROSS THE U.S. - DAY

				 ANNIE (V.O.)
		    How could I have been such an 
		    idiot?

	EXT. BALTIMORE STREET - DUSK

	Becky's car driving toward Annie's house.

				 BECKY
		    You were standing in the middle 
		    of the street?

	INT. BECKY'S CAR - DUSK

				 ANNIE
		    You know that dream where 
		    you're walking down the street 
		    naked and everyone is looking 
		    at you?

				 BECKY
		    I love that dream.

				 ANNIE
		    That was nothing compared to 
		    this humiliation, nothing.

				 BECKY
		    But he saw you, right?

				 ANNIE
		    He said hello.

	EXT. TOWNHOUSE - ON ANNIE & BECKY - DUSK

	As Annie leads the way to her door, from Becky's car.

				 BECKY
		    And what did you say?

	Annie takes the mail from the mailbox on her way to the 
	door.

				 ANNIE
		    All I could think of to say was 
		    hello.

							CUT TO:

	"AN AFFAIR TO REMEMBER" ON THE TELEVISION SET.  DEBORAH 
	KERR IS SAYING: "ALL I COULD THINK OF TO SAY WAS HELLO."

	And pull back to reveal:

	INT. ANNIE'S TOWNHOUSE LIVING ROOM - NIGHT

	Becky and Annie looking at the television.

				 BECKY
		    It's a sign --

				 ANNIE
		    It's a sign I've watched this 
		    movie too many times.
			   (beat)
		    I'm so stupid.  From the minute 
		    I listen to that stupid program 
		    on the radio, I've been a 
		    complete jerk.

	She starts absently going through the mail, throwing 
	almost all of it away without even opening it.

				 BECKY
		    You don't know who she was, 
		    Annie --

				 ANNIE
		    I saw her.  She looked just 
		    like this --

	She shows Becky the photo of Victoria and Sam having 
	dinner.

				 BECKY
		    This is a photo of hair.

				 ANNIE
		    Well, it's the same woman.  And 
		    he was crazy about her.
			   (looking at one letter)
		    What is this?
			   (beat)
		    This is from Seattle.

	She opens the letter.

	Reads it.

	Looks up at Becky.

				 ANNIE
		    Becky?

				 BECKY
		    So I mailed your letter.

				 ANNIE
			   (reading the letter)
		    "Dear Annie: Thanks for your 
		    letter.  It was great.  We're 
		    very excited about meeting you 
		    in New York on Valentine's Day 
		    and seeing if we are M.F.E.O. 
		    Sleepless in Seattle."

				 BECKY
		    M.F.E.O.?

				 ANNIE
		    Made for each other.

	A long beat.

				 BECKY
		    It's cute.  It's like a little 
		    clue.

	Annie looks at her balefully.

				 BECKY
			   (continuing)
		    So he can't write.  Big deal.  
		    I mean, verbal ability is a 
		    highly overrated thing in a 
		    guy, and our pathetic need for 
		    it is what gets us into so much 
		    trouble.

				 ANNIE
			   (with resolve)
		    I'm going to run back to 
		    Walter's arms, if he's still 
		    have me.

				 BECKY
		    What about the letter?

				 ANNIE
		    It doesn't mean anything.  It 
		    was written before I went out 
		    there.  Before the ho.

	She puts the letter on an ashtray, takes a match and 
	lights it.  They both watch it burn.

	CLOSEUP ON THE FIRE

	And pull back to reveal:

	INT. SAM'S HOUSEBOAT - NIGHT

	A fire is blazing in the wood-burning stove.  Suzy is 
	sitting with her husband Greg and Sam.  Jonah is in 
	evidence, curled up on the couch under some blankets, 
	asleep.  On the table near the couch is red construction 
	paper for valentines, doilies, magic markers, etc.

				 SUZY
		    You saw her in the airport and 
		    then here?

				 SAM
		    I tried to talk to her...
			   (he shrugs)
		    It was like I knew her.  Weird.

				 GREG
		    Well, at least you're out there 
		    seeing people again.  That's 
		    terrific.

				 SAM
		    Well, just one really.

				 SUZY
		    How's Jonah taking it?

				 SAM
		    It'll take him a while to come 
		    around.  A month ago he called 
		    one of those radio call-in 
		    shows and told them I needed a 
		    wife --

				 SUZY
			   (charmed)
		    You're kidding --

				 SAM
		    Now that I'm seeing someone, 
		    it's a whole other thing.

	ON JONAH

	he's not asleep after all.  He's been listening all 
	along.

				 SAM
		    He's become obsessed with 
		    some woman who wrote me --

				 GREG
		    Are you serious?

				 SAM
		    She wants to meet me at the top 
		    of the Empire State Building.

				 SUZY
		    It's a little derivative.

				 SAM
		    What do you mean?

				 SUZY
		    "An Affair To Remember." Did 
		    you ever see it? Cary Grant 
		    and Deborah Kerr.  Before that 
		    it was called "Love Affair With 
		    Irene Dunne And Charles Boyer."

				 GREG
		    Women love this movie.

	On Jonah, listening.

				 SUZY
		    They met at the Empire State 
		    Building, only they didn't.  
		    Never mind.

				 GREG
		    What kind of person would write 
		    to someone they heard on the 
		    radio?

				 SAM
		    I got hundreds of letters from 
		    women all over the country --

				 GREG
		    Desperate women --

				 SUZY
		    Just because someone's looking 
		    for a nice guy doesn't make 
		    them desperate.

				 GREG
		    How about rapacious and love-
		    starved?

				 SUZY
		    No.

				 GREG
		    It is easier to be killed by a 
		    terrorist --

				 SUZY
		    It is not --

				 GREG
		    Right, right.

	Suzy's irritated.

				 SAM
		    Anyway, Victoria's nice.

				 SUZY
		    Would you follow her through an 
		    airport?

				 SAM
		    Look, I met somebody.  She's 
		    good, and capable and smart.  
		    We hit it off.  We can't spend 
		    your life chasing after 
		    fantasies.

	Jonah is devastated by the realization that his dad is 
	serious about Victoria.

	INT. SAM'S BEDROOM - ON SAM IN BED - NIGHT

	The door to his bedroom opens.

	Annie walks in.  She's wearing a white men's shirt.

				 ANNIE
		    Hi.

				 SAM
		    Hi.
			   (a beat)
		    So far so good.  So.  What 
		    should we talk about? How 
		    insecure we were in high 
		    school.  Shirley Votypka, the 
		    first girl I ever felt up.  
		    Health.  What about health? 
		    Did you know that eating six 
		    macadamia nuts is the 
		    equivalent of eating a steak?

				 ANNIE
		    Shhhh --

	She unbuttons her shirt.

	And they kiss.

	FREEZE FRAME on the kiss.  It becomes the silhouette of 
	a man and a woman kissing.

	AND PULL BACK TO REVEAL:
	
	The silhouette of a man and a woman kissing on a red box
	of Valentine's Day chocolates and now we see:

	EXT. BALTIMORE - VALENTINE'S DAY - DAY

	A few quick shot of Valentine's Day in Baltimore: shop 
	windows lined with candy displays of red satin hearts, 
	lacy Valentine cards, red roses in elaborate floral 
	arrangements, old ladies selling chocolates, young 
	ladies selling perfume.

	A red Valentine's envelope is being tossed on a desk, 
	and pull back to reveal:

	INT. BALTIMORE SUN - DAY

	Annie at work.  She looks at the card and opens it.  
	It's from Walter.  She smiles.  Looks up.  There's 
	Becky.

				 BECKY
		    You're going to miss the train.

				 ANNIE
		    No, I'm not.
			   (she starts assembling 
			    her things)

				 BECKY
		    What are your plans in New 
		    York?

				 ANNIE
		    We're going to the Rainbow Room 
		    and the symphony tomorrow night.

				 BECKY
		    I love the symphony.

				 ANNIE
			   (cheerfully)
		    I hate it.
			   (she stands to go, 
			    starts toward the 
			    elevator)
		    I'm so happy, Becky.  Finally I 
		    feel happy.  This is right.  
		    This is real.  Everything else 
		    is what happens when you watch 
		    too many movies and completely 
		    lose sight of what counts.
			   (as she steps into 
			    elevator)
		    Please don't tell anyone about 
		    what happened.  "Sleepless in 
		    Seattle" is history.

	INT. BALTIMORE TRAIN STATION - DAY

	Annie through the train window as the train starts to 
	move out of the station.

	MAP OF THE UNITED STATES.

	The map we saw at the beginning of the movie, as the 
	light dims in Baltimore and a light goes on in New York.

	EXT. NEW YORK HOTEL - NIGHT

	Annie steps out of a cab.

	INT. NEW YORK HOTEL - NIGHT

	Walter opens the door to a beautiful suite.  A bouquet 
	of flowers sits on the desk.  A bucket of champagne.

	Annie throws herself into his arms.

	Walter sneezes.

	EXT. THE EMPIRE STATE BUILDING - DAY

	And pull back to reveal that it's a shot from "An Affair 
	To Remember."

	And pull back to reveal:

	INT. JESSICA'S HOUSE - DAY

	JONAH is watching with his little girlfriend JESSICA, 
	who's crying.

				 JESSICA
			   (weeping)
		    This is the best movie I've 
		    ever seen in my life.

				 JONAH
		    I don't get it.

				 JESSICA
		    You have to go to her, Jonah.  
		    You have to find her.

	Jonah nods.  But he isn't sure how he's going to do it.

				 JONAH
		    Do you know how much it costs 
		    to go to New York?

				 JESSICA
		    Nobody knows.  It changes 
		    practically every day.  How 
		    much money do you have?

				 JONAH
		    Eighty dollars.

				 JESSICA
		    I have forty-two.  So that 
		    would definitely cover 
		    taxicabs, I think.

				 JONAH
		    But how am I going to get 
		    there?

				 JESSICA'S MOTHER
		    Honey, I'm going out for a few 
		    minutes.
			   (sticking her head in 
			    the door to the living 
			    room)
		    Could you keep an eye on things 
		    out front till I get back?

	Jessica looks over at Jonah.

				 JESSICA
		    Sure.

	INT. JESSICA'S HOUSE - TRAVEL AGENCY OFFICE - DAY

	Jessica is working on the computer.  She punches Jonah's 
	name into it.

				 JESSICA
		    Do you want an aisle or a 
		    window seat?

				 JONAH
		    Window.

				 JESSICA
		    Do you want a fruit plate?

				 JONAH
		    I don't know.  Do I?

				 JESSICA
			   (shrugs)
		    I'd rather die than eat on an 
		    airplane.
			   (beat)
		    I'm telling them you're twelve 
		    so you can fly unaccompanied 
		    and they won't make you be 
		    carried around by a stewardess 
		    and everything.

	Jonah nods.

	Now Jessica takes a ticket form out of the desk and 
	starts to fill it out for Jonah.

	EXT. FIFTH AVENUE - TIFFANY'S - A SCULPTED GLASS HEART 
	- DAY

	formed by two dancers bending over backwards, awash in 
	pink light and spotlighted in white.

	Walter and Annie are among a few other people -- couples 
	mostly -- looking in the windows.  Each one a variation 
	on the heart motif.  They move to a window -- "Broken 
	Heart" -- burnished metal, with tow cherubs flying out 
	of the wound in the middle.

	ON WALTER AND ANNIE'S REFLECTION

	in the Broken Heart window.

	They're both in their own worlds.  Then they both start 
	to speak at once.  They stop.  Annie looks at Walter.

				 ANNIE
		    You go.

				 WALTER
		    Ever since Christmas, you've 
		    been different.  Kind of 
		    distracted, distant.  But I 
		    feel like you're coming back 
		    from wherever you were.

				 ANNIE
		    I am.
			   (she smiles at him)
		    I was just... I just got... I 
		    think I got nervous.  It's 
		    normal, right? Don't you ever 
		    feel nervous about, you know?

				 WALTER
		    What?

				 ANNIE
		    About forever.

				 WALTER
		    No.

				 ANNIE
		    Well, I did.  And you know what 
		    I think? I think that it was 
		    almost... too perfect.

	INT. FIRST FLOOR - TIFFANY'S - DAY

	As Annie and Walter walk through the jewelry department 
	to the elevator.

				 ANNIE
		    I started to wonder whether we 
		    were the human equivalent of 
		    two rights making a wrong, you 
		    know?

	Walter has no idea what she means, but he's completely 
	good-natured about it.

	INT. THIRD FLOOR TIFFANY'S - DAY

	Annie and Walter are walking around the floor, followed 
	by a SALESWOMAN who is carrying a large white card on 
	which she is noting their selections.

				 ANNIE
		    It was like kismet but not, if 
		    you see what I mean.

	Walter's brow furrows slightly.

				 ANNIE
			   (continuing)
		    You have to grow up.  You can't 
		    have all these adolescent 
		    dreams about how exciting your 
		    life is going to be --

	Walter starting to look puzzled.

				 ANNIE
			   (continuing)
		    Don't hate me but I love this 
		    pattern.

			    	 WALTER
		    You couldn't.

				 ANNIE
		    I do.

				 WALTER
		    It's just like my grandmother's 
		    china.

				 SALESWOMAN
		    How many place settings should 
		    I put down?

				 ANNIE & WALTER
		    Ten.

	Walter beams at her.

				 WALTER
		    Exactly.  Eight is too few and 
		    twelve is too many.

	The SALESWOMAN writes a "10" on the big sheet of paper.

	INT. FIRST FLOOR - TIFFANY'S - DAY

	As Annie and Walter come out of the elevator on the 
	ground floor and WALTER stops for a moment at the 
	Jewelry Repair department, reappears with a little blue 
	Tiffany's box he gives to Annie.

	Annie opens it.

	Inside is a lovely antique diamond ring.

				 ANNIE
		    Walter.

				 WALTER
		    It was my mother's.

				 ANNIE
		    It's so beautiful.  It's just 
		    what I would have picked out if 
		    I'd had every ring in the world 
		    to choose from.
			   (as she slips the ring 
			    onto her finger)
		    You see what I mean.  There are 
		    people who would like a 
		    relationship to be full of 
		    surprises, but I am not one of 
		    them.
			   (as she starts out the 
			    door with Walter 
			    behind, thinking about 
			    what she has just 
			    said)
		    Surprises are highly overrated.

	As they go out the door to:

	EXT. FIFTH AVE.  - DAY

	As they start down the street and go off into the 
	distance.

				 ANNIE
			   (continuing)
		    Promise me something, Walter.  
		    Promise me you will never have 
		    a surprise party for me.  Ever.  
		    You know what happens, you walk 
		    in the door in some horrible 
		    sweater you put on that morning, 
		    and there are hundreds of people 
		    in their best clothes shouting 
		    "Surprise!"

	INT. SAM'S BEDROOM - NIGHT

	Sam's got a suitcase on the bed, packing.  Jonah is 
	standing in the doorway, watching.

	He goes to his desk looking for something but can't find 
	it.  He tries a few drawers.

				 SAM
		    Have you seen my wallet?

				 JONAH
		    It might be in the kitchen.

	Sam doesn't remember leaving it in the kitchen.

				 SAM
		    I'm only going to be away one 
		    night, okay, and Clarise will 
		    be here.  You'll have a swell 
		    time.  You'll watch a little 
		    Geraldo, some Nightmare on Elm 
		    Street 12, I'll never know.

				 JONAH
		    Are you going with her?

				 SAM
		    Yes.

	Jonah walks out of Sam's bedroom and we hear the door to 
	his bedroom slam shut.

	ON SAM

	Starting to boil.

	He walks into --

	INT. HALLWAY - NIGHT

	And open the door to Jonah's room.

	INT. JONAH'S ROOM - NIGHT

				 SAM
		    I have to have a life.  I have 
		    to do things that I want with 
		    people my own age.  It's none 
		    of your business who I am going 
		    out with.  I don't give a good 
		    goddam if you're angry --

				 JONAH
			   (holding up Annie's 
			    letter)
		    This is the one I like.

	Sam starts back to his bedroom.

	INT. SAM'S BEDROOM - CONTINUOUS

				 SAM
		    I don't care who you like.  
		    It's who I like.  But the truth 
		    is you're never going to like 
		    anyone because it isn't your 
		    mother.

	Sam throws a pair of socks into the suitcase.

				 JONAH
			   (yelling)
		    Fine.  I won't say anything.  
		    You can marry Count Dracula.

				 SAM
		    Thank you, Jonah.  But the 
		    point is, I am not asking 
		    permission.

				 JONAH
			   (yelling)
		    What's wrong with Annie?

				 SAM
			   (emphasizing every 
			    word)
		    Shut up.

	Jonah appears at the doorway.

				 JONAH
		    Shut up?  Shut up???  Mom never 
		    did that.  Mom never said shut 
		    up to me.  Mom never yelled at 
		    me.

				 SAM
		    This conversation is finished.

				 JONAH
		    You said we could go to New 
		    York.

				 SAM
		    Did not.

				 JONAH
		    Did too.

				 SAM
		    I can't know what I said, but 
		    we're not going.

				 JONAH
			   (crossing his arms 
			    across his chest)
		    I'm not leaving this room until 
		    you say yes.

				 SAM
		    Get out.

				 JONAH
		    No.

				 SAM
		    Goddammit, I am sick of this 
		    --

	Sam picks Jonah up and carries him kicking and screaming 
	into:

	INT. UPSTAIRS HALLWAY - NIGHT

	and into:

	INT. JONAH'S BEDROOM - NIGHT

				 JONAH
		    Put me down.  I hate you, I 
		    hate you --

	He throws Jonah on the bed.  Jonah in tears.

				 SAM
		    I'm sick of this phony 
		    melodramatic bullshit.  I'm 
		    sick of it.

	He leaves the room and slams the door.

	INT. HALL - CONTINUOUS

	Jonah weeping as Sam goes back to his bedroom.

	INT. SAM'S BEDROOM - CONTINUOUS

	The sound of Jonah weeping.

	Sam sits down on the bed, wiped out.  Hold on him.

	EXT. BALDWIN HOUSEBOAT - MORNING

	As Clarise the babysitter arrives at the houseboat.

	INT. HOUSEBOAT - MORNING

	Sam and Clarise in the hallway outside Jonah's door.

				 SAM
		    Jonah?  Clarise is here, okay? 
		    And I'm leaving.

	No response.

				 SAM
		    Jonah?
			   (to Clarise)
		    He's probably still asleep.

	He opens the door gently to the room.

	Jonah's gone.

	IN QUICK CUTS:

	Sam looks in the bathroom: no Jonah.  In the main cabin.  
	The back deck.  Out onto the docks.  Looking all up and 
	down.  Clarise coming down the deck -- she's apparently 
	been looking in the neighborhood.  As she shakes her 
	head no, Sam goes to the bicycle shed.  Jonah's bike 
	still there.  Sam stands on the deck.

	EXT. SEATTLE/TACOMA AIRPORT - DAY

	We see a group of people filing off an airport shuttle 
	bus.  The sign in front rotates from "Airport" back to 
	"Marina."

	Jonah comes down the stairs and steps off with his 
	Mariners backpack.  He just stands there a beat, looking 
	around.  Then he goes through the glass doors.

	INT. AIRPORT FIRST CLASS TICKET COUNTER - DAY

	The TICKET CLERK turns back to the counter.

				 TICKET CLERK
		    Next.

	Jonah steps forward, with his ticket.

	INT. JESSICA'S HOUSE - DAY

	Jessica is sitting defiantly in a chair in the middle of 
	the living room.  She is being interrogated but she is 
	not going to talk.  There's a clock on the mantel.  Sam 
	is in the room with Jessica's mother and father.

				 JESSICA'S MOTHER
		    Jessica, this is not 
		    acceptable.

				 JESSICA'S FATHER
		    If you don't tell us right now, 
		    right this minute, I'm going to 
		    kill you.

	Jessica rolls her eyes.

	She looks over the clock on the mantel.  As it ticks 
	to 8:30:

				 JESSICA
		    He's on his way to New York.

				 JESSICA'S MOTHER
		    What?

				 SAM
		    How?

				 JESSICA
			   (the child of travel 
			    agents)
		    United 597.

	Jessica's mother and father are horrified.

				 JESSICA'S MOTHER
		    Jessica!

				 SAM
		    When does it leave?

				 JESSICA'S FATHER
		    Eight-thirty.

	Everyone looks over at the clock.  It says 8:31.  
	Jessica smiles.

	INT. SAM'S CAR - DAY

	CLOSE ON SAM

	Driving to the airport.

	EXT. HIGHWAY NEAR SEATTLE/TACOMA AIRPORT - DAY

	As his car takes the airport exit.

	INT. AIRPLANE - DAY

	A stewardess bends affectionately over Jonah, ensconced 
	in the first-class section.  He's got his backpack on 
	his lap and he's holding it.

				 STEWARDESS
		    Here you go... here's a nice pin 
		    for you, for flying with us.

				 JONAH
			   (completely unmoved, 
			    but polite)
		    Thank you.

				 STEWARDESS
		    You're welcome.  Can I take 
		    that for you?

				 JONAH
			   (clutching it even 
			    tighter)
		    No.

	INT. AIRPORT TICKET COUNTER - ON SAM - DAY

	at the reservations desk.  Desperation.

				 SAM
			   (frantic)
		    He's about this high, 90 
		    pounds, never combs his hair, 
		    Mariner's hat --

				 AIRLINE CLERK
			   (to his colleagues)
		    Anyone check in a 
		    unaccompanied minor on the New 
		    York flight?

				 FIRST CLASS TICKET CLERK
		    I did.

	Sam closes his eyes.

				 SAM
		    I'll kill him.
			   (beat)
		    I have to get to New York as 
		    fast as I can.

				 AIRLINE CLERK
		    We can get you on a flight to 
		    Chicago and you can change 
		    planes --

	Starting to punch information into the computer.

				 AIRLINE CLERK
		    How will you be paying for 
		    this?

				 SAM
			   (taking out his wallet)
		    American Express.
			   (there's no American 
			    Express card in his 
			    wallet)
		    Visa.
			   (beat)
		    I really am going to kill him.

	INT. O'HARA AIRPORT - DAY

	As Sam comes out of the plane from Seattle and dashes 
	through the concourse, managing to arrive at the plane 
	for New York at the very last moment.

	INT. KENNEDY AIRPORT - DAY

	As Jonah comes out of the plane from Seattle and looks 
	up to see which way to go.  He looks very small.  Big 
	New York passengers in a hurry whiz by with their 
	carryons dangerously flying at their sides.

	EXT. KENNEDY AIRPORT - A FEW MINUTES LATER

	Jonah stands in a taxi line.

	INT. TAXI - A FEW MINUTES LATER

	Jonah sits down in the back seat.  Looks up.  A big 
	bruiser of a CAB DRIVER leans back over the seat, sizing 
	Jonah up.

				 TAXI DRIVER
		    Where to?

				 JONAH
		    Empire State Building.

	INT. PLANE TO NEW YORK - DAY

	Sam is in an aisle seat.  He closes his eyes and 
	squeezes them tight.

				 SAM
			   (to himself)
		    Come on... come on... come on... 
		    COMEONCOMEONCOMEONCOMEONCOMEON...

	EXT. EMPIRE STATE BUILDING - AFTERNOON

	It looks magnificent in the waning afternoon light.

				 CABBIE'S VOICE
		    There it is.

	We are watching from:

	INT. A TAXICAB

	where Jonah, with his head out the window, regards the 
	building with awe.

				 CABBIE
		    What are you gonna do there, 
		    spit off the top?

				 JONAH
		    No.  I'm gonna meet...
			   (trying to figure out 
			    what to call her)
		    my mother.

	INT. RAINBOW ROOM - DUSK

	Walter and Annie walking toward their table with the 
	MAITRE D'.

	Annie sits down, looks at the view.  Walter starts to 
	sit, revealing a spectacular view of the EMPIRE STATE 
	BUILDING directly behind him.  Annie's smile fades.

				 WALTER
		    Is something wrong.

	Annie shakes her head.

				 MAITRE D'
		    May I get you a drink?

				 WALTER
		    Some champagne?

				 ANNIE
		    Fine, fine.

	Walter glances back over his shoulder.

				 WALTER
		    Beautiful view, isn't it?

				 ANNIE
		    Walter, there's something I 
		    have to tell you --

	EXT. KENNEDY AIRPORT - DUSK

	As Sam rushes out of the terminal.  Desperate.

	A cab pulls up.  Sam bolts to the head of the line and 
	muscles his way into the cab.  The other people in line 
	are irate.

				 SAM
		    Sorry, this is an emergency.

	The cab pulls out to a chorus of verbal abuse.

				 SAM (V.O.)
		    Empire State Building.

	INT. EMPIRE STATE BUILDING LOBBY - DUSK

	Jonah, carrying his backpack, walks through the majestic 
	lobby and follows the arrow to the Observation Deck.

	EXT. TOP OF EMPIRE STATE BUILDING - HELICOPTER SHOT - DESK

	Looking down on the observation deck.  The city below.  
	The tiny figure of Jonah walks into the middle of the 
	deck.  Looks around.

	EXT. 59TH STREET BRIDGE - DUSK

	Sam's cab speeds across the bridge and into Manhattan, 
	heading for the Empire State Building.

	INT. TOP OF THE EMPIRE STATE BUILDING - DUSK

	Jonah is going to take the bull by the horns.  He walks 
	up to a likely-looking WOMAN.

				 JONAH
		    Hi, I'm Jonah.  Are you Annie?

				 WOMAN #1
		    No.
			   (smiles at him)
		    I'm Cynthia.

	He spies another unattached woman.

				 JONAH
		    Excuse me, are you Annie?

	EXT. RAINBOW ROOM - DUSK

	A helicopter shot of Annie talking animatedly to Walter.

	And pull back to reveal that the Rainbow Room is 
	actually being seen by Jonah through a viewscope in:

	EXT. EMPIRE STATE BUILDING OBSERVATION DECK - DUSK INTO 
	NIGHT

	Jonah is looking through the viewfinder.  He turns 
	around, forlorn.  He takes off his backpack and is about 
	to sit down next to it when Sam bolts into the 
	observation deck.

	Jonah leaps into his arms.

				 SAM
		    You're my family.  You're all 
		    I've got.  What if something 
		    happened to you?

	Sam's eyes well up.  Jonah starts to cry.

				 SAM
		    What if I couldn't get to you?

				 JONAH
		    I was scared of what you were 
		    gonna do.

				 SAM
		    When I found you?

				 JONAH
		    If I didn't go.

				 SAM
		    Listen, have I ever done 
		    anything really stupid?

				 JONAH
		    No.

				 SAM
		    I mean, so far, have I screwed 
		    it up for you?

				 JONAH
		    No.

	The two of them hold each other tight.  After a beat:

				 SAM
		    I can't believe you flew first 
		    class.

				 JONAH
		    It was all they had.

	INT. RAINBOW ROOM - NIGHT

	Annie and Walter.  There's champagne in their glasses, 
	but neither of them has drunk a drop.

				 ANNIE
		    I don't know what to say about 
		    it, Walter.  It was a form of 
		    temporary insanity.  But I had 
		    to tell you about it because --

				 WALTER
			   (matter-of-fact)
		    -- it was a betrayal.

				 ANNIE
		    Yes.  But it wasn't really.  It 
		    was just...

				 WALTER
		    So what happened?

				 ANNIE
		    I told you.  Nothing --

				 WALTER
		    At the top of the Empire State 
		    Building --

				 ANNIE
		    I'm not at the top of the 
		    Empire State Building.  I'm 
		    here.

				 WALTER
		    Not really.
			   (beat)
		    Look, Annie, I love you.  Let's 
		    leave that out of it.  I don't 
		    want to be someone you're 
		    settling for.  I don't want to 
		    be someone anyone settles for.
			      (beat)
		    I have a life insurance policy,  
		    I'm fully invested in growth 
		    stocks, I have a paid 
		    subscription to Home Rox 
		    Office, I have no sexual 
		    diseases, I have been steadily 
		    employed in a part of the 
		    economy that isn't soft, I have 
		    expectation in the way of 
		    inherited wealth, I dress 
		    nicely, I am a member of the 
		    private sector, an independent 
		    voter, I don't watch Monday 
		    Night Football, the only thing 
		    wrong with me is that I am 
		    allergic to wheat, 
		    strawberries, penicillin, 
		    pollen, nuts and wool.  There 
		    are plenty of women who see me 
		    as the brass ring.  If you 
		    don't -- marriage is hard 
		    enough without bringing such 
		    low expectations into it, isn't 
		    it?

	Annie is nodding.  She wipes a tear from her face.

				 ANNIE
		    Oh, Walter.  I don't deserve 
		    you.

				 WALTER
		    I think that's what I'm saying.

	Slowly, gingerly, Annie slips the engagement ring off 
	her finger and hands it to Walter.

	No bitterness here.  Both of them trying to be gentle 
	with each other.

				 ANNIE
		    You okay?

				 WALTER
		    Yes.
			   (beat)
		    Some people will do anything to 
		    get out of going to a symphony.

	This breaks the tension.  Both of them smiles.

				 ANNIE
		    Oh!

				 WALTER
		    What?

				 ANNIE
		    Look!

	Walter turns to look over his shoulder at what Annie 
	sees:

	THE LIGHTS HAVE JUST GONE ON ON THE EMPIRE STATE BUILDING 
	VALENTINE LIGHTS:

	A huge pink and white heart.

	Walter turns back to Annie.

				 WALTER
		    Go for it.

	And as Annie's heart leaps and she's about to bolt.

							CUT TO:

	EXT. WEST 50TH STREET - NIGHT

	As Annie comes out to the street and hails a cab.

	As it screeches off toward Fifth Ave.

	INT. EMPIRE STATE BUILDING OBSERVATION DECK - NIGHT

	The lights are on all over the city.

	The crowd has thinned out considerably.  Jonah and Sam 
	are among the last people left.  They gaze out at the 
	twinkling lights and the ever-darkening sky.

				 ELEVATOR OPERATOR
		    Last call.  Closing time.

	Jonah looks at Sam.

				 JONAH
		    This is pretty dumb, wasn't 
		    it?

	Sam shrugs.

				 SAM
		    Big deal.

	After a beat.

				 SAM
		    Maybe we'll get a dog when we 
		    get back.

				 JONAH
		    Okay.

				 SAM
		    What do you mean, okay? 
		    Wouldn't you like a dog?

				 JONAH
		    Sure.

	Sam puts his arm around him, they start toward the 
	elevator.

				 SAM
		    Let's go home.

	EXT. FIFTH AVE - NIGHT

	Annie's cab stuck in traffic.

	As Annie gets out of the cab.

	She's breaking into a hard run toward the Empire State 
	Building.

	INT. LOBBY OF THE EMPIRE STATE BUILDING - NIGHT

	Annie sprints in and over to Information Booth.

				 INFORMATION BOOTH PERSON
		    Sorry, ma'am, but the elevators 
		    are closed.

				 ANNIE
			   (out of breath)
		    No.  Please.  I really need to 
		    get up there.

				 INFORMATION BOOTH PERSON
		    We're closing up.  No more runs 
		    tonight.

	Annie takes a deep breath.  She's hit the end of the 
	road.  She turns to go but then turns back.

				 ANNIE
			   (out of breath)
		    Listen, can I just take a look? 
		    Maybe... maybe... There's 
		    someone I was supposed to 
		    meet... He's probably not 
		    there, but if I don't at least 
		    look I'll always wonder about 
		    it.

	The Information Booth Person looks at her.

				 INFORMATION BOOTH PERSON
		    Cary Grant, right?

				 ANNIE
		    You know that movie?

				 INFORMATION BOOTH PERSON
		    One of my wife's favorites.

	INT. TOP OF THE EMPIRE STATE BUILDING

	After a few beat the elevator door opens on a very 
	empty platform.

				 ELEVATOR MAN
		    Sorry, ma'am.  Empty.

	Annie slowly walks out.

				 ANNIE
		    Can I take a minute?

				 ELEVATOR MAN
		    Go ahead.

	She sighs.  Heads for the telescopes.  Looks out at the 
	twinkling lights below.

	She casually turns the telescope and suddenly sees 
	something on the floor.

	Jonah's Seattle Mariners backpack.

	She picks it up.  She realizes that it might be... 
	could be... and opens it.  Inside is a toothbrush and 
	Jonah's teddy bear.  As she takes out the bear the other 
	elevator DINGS.

	Annie looks up as Jonah and Sam exit the elevator.

				 JONAH
		    I left it near the...

	And they stop.  There she is.  There they are.  Sam 
	can't believe it.  It's the mystery woman.

				 SAM
		    It's you.

				 ANNIE
		    It's me?

				 SAM
		    The one in the street.  I 
		    chased after you.

				 JONAH
		    Are you Annie?

				 ANNIE
		    Yes.

				 SAM
			   (confused)
	    You're Annie too?

	She smiles awkwardly.

				 ANNIE
			   (indicating the 
			    backpack)
		    Is this yours?

	Jonah walks over to her.  He puts his hand out.  She 
	shakes it solemnly.

				 JONAH
		    I'm Jonah.
			   (nodding back to Sam)
		    That's my dad.  His name is 
		    Sam.

				 ANNIE
		    Hi, Jonah.  Sam.
			   (indicating the teddy 
			    bear)
		    And who is this?

				 JONAH
		    Howard.

				 ANNIE
		    Howard.

	Sam nods.  Smiling.  Starting to put it all together.  
	Annie smiles.  Still nervous.  No one knows what to do 
	next.  Just then, one of the elevator operators CLEARS 
	HIS THROAT.

				 SAM
		    We better go.

	Annie nods.

	Sam holds out his hand.

				 SAM
		    Shall we?

	Annie slips her hand into his.  It feels comfortable, 
	natural, right.

				 ANNIE
		    Sam?

	He looks at her.

				 ANNIE
		    It's nice to meet you.

	On Annie.

	On Sam.

	On Jonah.  He makes a triumphant little double-fist 
	gesture to himself as the elevator doors close.

	EXT. THE EMPIRE STATE BUILDING - NIGHT

	WE SEE THE BUILDING from above, all lit up, a romantic 
	confection, the world's largest Valentine.

	The CAMERA PULLS BACK and we see the United States 
	spread out before us, with lights twinkling everywhere.

	And


	FADE OUT