PRETTY WOMAN


BY
JONATHAN LAWTON
STEPHEN METCALFE

	EXT. A HOUSE IN THE HOLLYWOOD HILLS - NIGHT

	The view of downtown Los Angeles from the enormous, ornate house
	is extraordinary.  A small outdoor dinner party is in progress.

	A MAGICIAN is entertaining guests.  Playing cards and coins
	appear and disappear in his nimble hands.

	INT. HOUSE STUDY - NIGHT

   	EDWARD HARRIS stands at the window, impassively looking down
	at the party.  Edward is a handsome, well groomed man of around
	forty.  He looks tired; the kind of fatigue that can't be cured
	by a night's sleep.

			    EDWARD
			(a murmur)
		Left pocket.

	And indeed, down below, the magician pulls the coin from the
	left pocket of the incredulous WOMAN's silk blazer.  More
	laughter and applause.

	The study is in keeping with the rest of the house.  Luxurious.
	Everything the best.  WILLIAM STUCKEY, Edward's contemporary,
	is a crafty looking lawyer who is the party host.  VANCE is an
	investment banker.  His assistant JAKE, is a financial
	researcher.  The other men are INVESTMENT BANKERS.  They are
	in dark suits and power ties.  On the table are stacks of
	documents and folders, the name "KROSS INDUSTRIES" is prominent
	on many of the folders.

			    INVESTMENT BANKER 1
		Our banks certainly doesn't want
		to discourage Harris Enterprises
		from investing in California.
		We think this is a great new venue
		for you but you've got to
		understand the mergers and
		acquisitions market is changing.
		With the upswing in inflation we
		have to make these offerings
		tempting to offset the risk.

			    VANCE
		Look, we're talking about hard
		assets and a straight liquidation.
		We have over a thousand man hours
		in this deal.

			    STUCKEY
			(losing patience)
		This is a "no brainer".  There's
		no risk for you.  No one has ever
		lost money backing Mr. Harris.

			    INVESTMENT BANKER 2
		Not yet.  But ship building is
		a new endeavor for you...

			    STUCKEY
			(cuts him off)
		Come on.  You know we're not
		going to go into ship building.
		Besides, you're the ones with the
		troubled track record, not us!

			    INVESTMENT BANKER 3
		Bill, be reasonable.  If you're
		really going to digest Kross
		Industries that quickly eighteen
		should not be such a problem.
		Besides, I don't think there's
		anywhere else you can go for the
		money in the time you have.

			    EDWARD
		It's unacceptable.

	Edward turns from the window.  He hasn't miss a thing.  All
	eyes are on him.

			    EDWARD
		Draymen Heux has offered me
		seventy-five in the pool at
		sixteen and a half.  I can secure
		the other half personally.  You
		have until tomorrow morning to
		make me a better offer.

	The bankers speechlessly stare at him.

			    EDWARD
		The meeting is over, gentlemen.

	He turns away.  The bankers look at one another.  They rise.
	Silence as they exit.  When the door closes.  Stuckey explodes
	with laughter.

			    STUCKEY
		Hah!  Did you see the look on
		their faces?

			    VANCE
		You don't think we pushed too
		hard?

			    STUCKEY
		NO way!  They'll come back.  They
		can't afford not to.  Edward,
		that bluff was beautiful.

			    EDWARD
		Maybe I should have made it
		rhyme.

	The others stare at him, uncertain.  Stuckey laughs.  The
	others follow suit.

			    EDWARD
			(looking at his watch)
		Well!  It's late.  We've been
		at this long enough.

	Stuckey rises.  Edward ushers Vance and Jake toward the door.

			    EDWARD
		Gentlemen, enjoy the party.  The
		magician's wonderful.

	Vance and Jake exit.

			    EDWARD
			(calling after them)
		Watch your left pocket.

	A BUTLER has entered the room.

			    BUTLER
		Phone call, Mr. Harris.  It's Miss
		Charles.

			    STUCKEY
		Cynthia?  Is she coming out?

			    EDWARD
		We're about to find out.  Go on.
		Take care of your guests.

	Stuckey exits the room as Edward crosses to the telephone.

			    EDWARD
			(into phone)
		Where are you, Cynthia?
			(beat)
		I see.
			(pausing, getting angry)
		No, I don't expect you to be at
		my beck-and-call.  Are you coming
		or not?

	INT. HOUSE - STAIRWAY - NIGHT

	Edward descends the long, curved stairway.  He has Vance in
	tow.

			    EDWARD
			(all business)
		Prepare the filing papers.  Have
		them ready by the middle of the
		week.  I'll tell you when to
		submit them.

	The PEOPLE talking and drinking on the stairway gravitate
	toward Edward.

			    A MAN
		Edward!

			    EDWARD
			(turning on the charm)
		Yes!

			    THE MAN
		Will we see you at the polo
		matches Wednesday?

			    EDWARD
		Wouldn't miss it.
			(abruptly; to Vance)
		I want this done fast and easy.
		No slip-ups.  I want to be back
		in New York by Saturday.  Got it?

	He deftly keeps making his way through the crowd.

	INT. HOUSE - THE DOWNSTAIRS HALL - NIGHT

	Stuckey is sipping champagne and talking to a beautiful
	WOMAN in a tight sheath of an evening dress.  An elegant woman
    	ELIZABETH STUCKEY approaches from behind him.  She taps him on
	the shoulder and he turns, startled.

			    ELIZABETH
		Bill?

			    STUCKEY
			(flustered)
		Oh... Hi, honey... Millicent,
		uh, uh, Millicent.

			    MILLICENT
		Lowell.

			    STUCKEY
		Lowell, right.  My wife,
		Elizabeth.

			    ELIZABETH
			(ignoring her)
		Is Edward leaving?

	Stuckey looks up to see Edward moving quickly toward the door.
	Stuckey abruptly leaves the two woman together to follow Edward.

	EXT. THE HOUSE - NIGHT

	Edward comes out of the house.  Jags, a limo with waiting
	DRIVER and two BMW's pack the circular driveway behind a black
	Ferrari.  The limo driver leaps to attention at the sight of
	Edward.  Edward stands, making an obvious effort to keep his
	impatience under control.  Stuckey comes out of the house and
	down the walk.

			    STUCKEY
		What's up, where you going?

			    EDWARD
		Give me your car keys, will you,
		I'm going back to my hotel.

			    STUCKEY
		At least stay for a drink.  This
		party's for you.

			    EDWARD
		Apologize to Elizabeth for me.

	Stuckey gropes uncertainly in his pocket for keys.

			    STUCKEY
		Listen, there're some major local
		talent inside just dying to meet
		you...

			    EDWARD
			(as if delighted)
		Really?  Some high class gold
		digger who speaks French better
		than I do?
			(turning away)
		No, thank you.  I just got off
		the phone with one.

			    STUCKEY
		Cynthia's not coming?

			    EDWARD
		No.

	Edward grabs the keys out of Stuckey's hand.  He crosses to a
	black Ferrari and gets in.

			    STUCKEY
		Let your driver take you.  We'll
		move the cars...

	Edward starts the car.

			    STUCKEY
		Can you drive a stick?

	The car lurches forward with a squeal of wheels and promptly
	stalls.

			    STUCKEY
		Edward, give me a break!

	With a squeal of tires, the Ferrari bucks out of the driveway
	and... stalls again.

			    EDWARD
		Love this car!  Is it new?

			    STUCKEY
		Yes!  And you don't even know
		where you're going!

	Edward starts it again and heads uncertainly uphill.  Stuckey
	watching, throws up his hands.

			    STUCKEY
		That's the wrong way!

	CREDITS BEGIN AS IN A SERIES OF CROSSCUTS:

	EXT. HOLLYWOOD HILLS - NIGHT

	The Ferrari, moving fast through the Hollywood Hills, passes
	large, beautiful homes... Edward shifts, grinding gears...

	EXT. HOLLYWOOD HILLS - NIGHT

	The Ferrari comes to a red light and pulls up next to a Dodge Colt.
	The GIRL in the Colt looks at Edward and his car admiringly.
	Edward feeling confident now, revs the engine.  The light turns
	green.  Edward immediately stalls the Ferrari.  The Colt leaves
	him in the dust.

	INT. FERRARI - NIGHT

	Edward drives.  He blinks, shakes his head as if trying to rid
	himself of his own tired thoughts.

	EXT. HOLLYWOOD HILLS - NIGHT

	The Ferrari comes to the intersection of OUTPOST and FRANKLIN,
	stops.  Edward gets out of the car.  He looks at the street
	signs.  He has no idea where he is.  He signs.  He gets back
	in the car and takes off on Franklin heading East.

	EXT. A SIDE STREET IN HOLLYWOOD - NIGHT

	A crumbling old apartment building.  Dark alley ways, deserted
	parking lot.

	The Ferrari -- blink and you miss it -- motors past the building,
	looking very out of place on the street.

	PANNING UP  A building facade of lit windows and metal fire
	escape.  One window in particular.  A GIRL stands there in a
	short kimono, looking down.  And then she turns away.

	INT.  VIVIAN'S APARTMENT - NIGHT

	A SERIES OF SHOTS to see her dressing.

	INT.  VIVIAN'S APARTMENT - NIGHT

	VIVIAN turns and stares at herself in a grainy, cracked bedroom
	mirror.  She is twenty years old and a prostitute.  Make-up
	applied to give her a hard, older look doesn't quite succeed.
	She'd be innocently beautiful without it.  She is wearing tiny
	shorts, a tight tube top, thigh high boots.  She stares at
	herself, not really liking what she sees.  A moment.  She signs,
	turns off the light and walks out of the bedroom.

	INT. APARTMENT BUILDING HALLWAY - NIGHT

	Faded, peeling walls.  Thread bare, dirty carpet.  Vivian locks
	the apartment door behind her and starts down the dim hallway.
	A door suddenly opens, startling her.  An unshaved, enormously
	pot bellied MAN in a stained t-shirt stares at Vivian with pig
	eyes.

			    LANDLORD
		Vivian.

	Vivian turns some "tough" on him.

			    VIVIAN
		Yeah, what?

			    LANDLORD
		Rent.  You're late.

			    VIVIAN
		Don't give me that.  Kit gave it
		to you yesterday, cash.

			    LANDLORD
		Kit give me nothin'.

			    VIVIAN
			(suddenly uncertain)
		You bullshittin' me?

			    LANDLORD
		Of rent I do not bullshit.

	Vivian hurries at a run back down the hallway.

			    LANDLORD
		By the end of the week or you're
		otta here.
			(a beat)
		By the way, you look very nice
		tonight!

	INT. VIVIAN'S APARTMENT - KITCHEN

	Vivian pulls a coffee can off a shelf.  She pulls off the top.
	It's empty.  She tosses the can away, starts for the door.  She
	opens it.

	INT. APARTMENT HALLWAY - NIGHT

	Down the hallway, the landlord is standing in front of his open
	doorway, talking to a FAT WOMAN.  They both glance up.

	Vivian quickly closes the door.  She doesn't want to deal with
	them.

	EXT. APARTMENT BUILDING - NIGHT

	Vivian comes off the fire escape onto the sidewalk.  She hurried
	away.

	EXT. HOLLYWOOD BLVD. - NIGHT

	Vivian walks along, urgently looking for something... someone.

	A BABBLING STREET-TYPE goes by happily talking to himself.
	He wears an "I Love Hollywood" t-shirt.

	Vivian passes TOURISTS but doesn't notice them any more than
	she pays attention to the VAGRANT she passes further on, huddle
	in a doorway.

	A LONG-HAIRED KID on a SKATEBOARD goes by dropping off little
	bags to various STREET-TYPES.

	A BARKER-TYPE stands in front of a photo store urging tourists
	to come in and take a photo with a cardboard cut-out of a movie
	star.  Some go in.

	Vivian hurries past a group of rubbernecking JAPANESE TOURISTS.
	A BLACK PROSTITUTE in a mini skirt strolls toward her.  A car
	passes.  The DRIVER stares at Vivian with interest.  She ignores
	him.  The black prostitute approaches the car.

			    PROSTITUTE
		Hey, baby, you lookin' for a date?

	The Driver looks her over.  The Black Prostitute gets in the
	car and it drives away.

	A GROUP OF MEN, mostly drug dealers, hang out at an all night
	coffee shop.  They WHISTLE and make obscene gestures and SOUNDS
	as Vivian hurries by.  She ignores them and goes next door into
	a falafel stand.  Half a dozen PEOPLE sit at dirty tables inside.

	INT. FALAFEL STAND - NIGHT

	Behind the counter are a MAN and a WOMAN, Vietnamese cooks
	frying food, trying to ignore the unsavory crowd camped in the
	shop.

			    VIVIAN
		Chan, you seen Kit tonight?

			    COOK 1
		Hi, hi!  No see nothing.

			    VIVIAN
		You do, tell her I'm looking for
		her.

			    COOK 2
		Looking good, bay-bee.

			    VIVIAN
		Yeah, you too, D'Nai.  If Kit
		comes in here, tell her stay.

	Both of them nod and smile at Vivian.  Vivian exits.

	EXT. HOLLYWOOD BLVD. - NIGHT

	Skateboard zips by a GROUP.  We SEE a police car parked at the
	entrance to an alcove.  Also, an ambulance.  The bubblegum
	lights are going.  A CROWD has gathered.  The happy man with
	the "I Love Hollywood" t-shirt and a POLICE OFFICER are engaged
	in tense conversation.

			    COP
		They just pulled her out of a
		dumpster in the back.  Now talk
		to me.

			    MAN
		I tell you, man, I don't know who
		she hang with.

			    COP
		She have a pimp?

			    MAN
		Cocaine her pimp, man.  She a
		strawberry.  She be out on these
		streets, day in, day out, tradin'
		her sorry ass for crack.  And
		now she dead from it.

	Vivian rushes up to join the outskirts of the crowd as the body
	of a YOUNG GIRL is pulled out of an open dumpster and carried
	towards the waiting ambulance.  For a moment Vivian thinks
	it's... no, Vivian turns grimly away.

	Vivian surveys the dark street.  And suddenly sees who's she's
	looking for.  Walks.

	EXT. HOLLYWOOD BLVD. - WIG SHOP - NIGHT

	We SEE a young, tough-looking MAN and WOMAN trying on wigs.
	The STOREKEEPER is a man wearing a dress and wild wig.  The
	girl, KIT, is around 18, is dark haired and thin.  The young
	man, CARLOS, has his arm sloppily draped across Kit's shoulder.
	They giggle about something, both obviously high.  Kit looks
	up, bleary-eyed.  She stops.  Vivian is standing in front of
	her.

			    VIVIAN
		You spent it on drugs, didn't you?

			    KIT
		Hi, Viv.  Carlos, you know my
		roommate, Viv.

			    CARLOS
		Lookin' good, baby.

			    VIVIAN
			(ignoring him)
		Did you blow it all, Kit?  Is it
		all gone?

			    KIT
		Carlos had some great rock.

			    VIVIAN
		I bet.
			(beat)
		That was our rent!

	Carlos attempts to put an arm around Vivian's shoulders.

			    CARLOS
		Calm down, Chica.

	Vivian throws him off.

			    CARLOS
		Ey!  What is it you wan', baby?
		I can fix you up.

			    VIVIAN
		Beat it, scum bucket!

			    CARLOS
		You kiss your mother with that
		mouth?  Your frien' still owes
		me 200.

			    VIVIAN
			(to Kit)
		Let's go.

	Skateboard appears suddenly, blocking Vivian and Kit's path.

			    VIVIAN
		Get out of my face or I'll have
		those cops on your ass in two
		seconds.

	Carlos glares at her.  He looks down toward the lights of the
	cop cars.  One of the POLICEMEN looks towards them, curiously.
	Vivian waves at the cop.

			    CARLOS
			(threatening to Vivian)
		Don't take no dates tonight,
		chica, you got one with me.

	Vivian grabs Kit by the arm and pulls her across the Boulevard.

	INT. FALAFEL STAND - NIGHT

	Vivian and Kit sit at a table sipping tea.  Vivian is still
	mad at her.

			    VIVIAN
		We worked for that money.  We
		were gonna put together enough
		to get out of that dump we live
		in, get off this street.

			    KIT
		Viv... don't be stupid.  We're
		whores.

	Vivian looks like she wants to weep.  Or scream.  She does
	neither.  She slowly nods.  Kit's sorry she said that.

			    KIT (cont'd)
		So I blew our stash.  We could
		make it all back with one good
		night on the streets.

			    VIVIAN
		I just saw somebody pulled out
		of a dumpster.  I wonder how much
		she made tonight?

			    KIT
		Don't be mad at me.  I'll pay
		you back.  I promise.

			    VIVIAN
		I thought you were giving up that
		drug shit.

			    KIT
		I will.  I'm trying.
			(a beat)
		Meanwhile I got some crack left,
		you wanna get high?

			    VIVIAN
		No, let's go to work.  Okay?

			    KIT
		Okay.
			(then touches her hand)
		I'm sorry I said your dream was
		stupid.

	EXT. HOLLYWOOD BLVD. - NIGHT

	Edward's Ferrari turns onto Hollywood Blvd., finally out of
	the Hollywood Hills.

	EXT. HOLLYWOOD BLVD. - NIGHT

	Vivian and Kit are out trying to hustle John's in passing cars.
	Vivian strikes a sexy pose at the bus stop.  Kit is talking to
	another prostitute, RACHEL.

			    KIT
		No no, honey.  You see these
		stars on the sidewalk.  Me and
		Vivian work from Don Ameche all
		the way up to Roy Rogers.
		This is our office.  We got
		seniority.  Get off our corner.

			    RACHEL
		I was just taking a rest here.
		Besides, she's new.
			(points to Vivian)

			    KIT
		But I'm old.  Go rest up by Monty
		Hall or Debra Paget where you
		belong.

	Rachel walks off.

			    VIVIAN
			(looks at passing cars)
		Looks slow tonight.

			    KIT
		Maybe we should get a pimp.
		Carlos likes you and --

			    VIVIAN
		Forget it.  We work for it.  We
		keep it.

	They keep hustling.

			    KIT
		I can't handle this tonight.
		I'm going home.

			    VIVIAN
			(stares at her)
		That crack is burning a hole in
		your pocket.  There isn't even
		milk in the fridge.  The rent's
		due.  Now come on --

	EXT. HOLLYWOOD BLVD. - ANGLE ON FERRARI - NIGHT

			    KIT (O.S.)
			(suddenly)
		Hey, hey -- There's a rent.

	EXT. HOLLYWOOD BLVD. - BACK TO SCENE - NIGHT

			    VIVIAN
		He's not gonna want us.

	The Ferrari goes by and stops.

			    EDWARD
			(calls out to Vivian)
		Excuse me.

			    KIT
			(excited)
		Don't take less than a hundred.
		You look hot tonight.  And
		remember, don't mouth off.  They
		don't like that.

			    VIVIAN
		Okay.  Go home.  But take it easy
		on that shit.

	Kit gives Vivian a quick hug.

			    KIT
		You're the greatest.  I'll wait
		up for you.

	And then Kit is off, moving quickly away.  Vivian turns.  She
	stares at the Ferrari, loathing it and all it represents.  And
	then it's as if Vivian turns a switch.  She fluffs her mane of
	hair, throws her shoulders back, thrusting her breasts out and
	sashays towards the car, a sexy, friendly smile on her face.

	In the driver's seat of the Ferrari, Edward is looking furious
	and distracted.  Vivian leans over the passenger window.

			    VIVIAN
		Hey Sugar, you lookin' for a date?

			    EDWARD
		What's that?

			    VIVIAN
		You looking' for some company?

			    EDWARD
		Uh, no.  How do I get to Beverly
		Hills?

			    VIVIAN
		What?
			(dropping the come on)
		You gonna tell me you're lost?

			    EDWARD
		Yes.

			    VIVIAN
		Great.  What do I look like a
		tourguide?

	Edward takes a good look at her.

			    EDWARD
			(a beat)
		No, you look like a hooker.

			    VIVIAN
		Actually, I'm a movie star out
		for a walk.

			    EDWARD
		Good.  Can you tell me how to
		get to Beverly Hills?

			    VIVIAN
		Sure.  For five bucks.

			    EDWARD
		That's ridiculous.

			    VIVIAN
		The price just went up to ten.

			    EDWARD
		Why don't you just do it out of
		the kindness of your heart?

			    VIVIAN
			(sweetly)
		Sit... and spin.

			    EDWARD
		Sit-and-spin.
			(amused)
		Alright... why not?

	He pulls out his money clip.

	Vivian suddenly freezes.  On the sidewalk up ahead, Carlos and
	Skateboard.  Carlos flashes an evil, menacing grin.  He motions
	to Skateboard, they start forward.

			    EDWARD
			(holding up a bill)
		You have change for a twenty.

	Vivian pulls open the door of the car and jumps in.

			    VIVIAN
		For twenty, Ill show you
		personal.  Drive.

	Edward stares at her.  She smiles sweetly.

			    VIVIAN (cont'd)
		Make a "U-ee".  Beverly Hills
		is the other way.

	The Ferrari pulls away, passing Carlos on the sidewalk.

	INT. FERRARI - MOVING - NIGHT

			    VIVIAN
		Nice car.  Yours?

			    EDWARD
			(as he grinds the
			 gears; wincing)
		No.

			    VIVIAN
		Stolen?

			    EDWARD
		Not exactly.

	He smiles.  Vivian smiles back.

			    VIVIAN
		Mind if I turn on some heat?

			    EDWARD
		If you can figure it out, be my
		guest.

	Vivian reaches out, turns on the heat.

			    EDWARD
		Very good.  You're obviously
		mechanical.

			    VIVIAN
			(laughs)
		You're not from L.A., huh?

			    EDWARD
		New York.

			    VIVIAN
		What motel you staying at?

			    EDWARD
		Hotel.

			    VIVIAN
		Okay, what hotel?

			    EDWARD
		Regent Beverly Wilshire.  I bet
		you know it.

			    VIVIAN
			(annoyed at his tone)
		Yeah, I peed in the fountain there
		once.  Give me a break.

	Edward glances over, amused.  It hits him that she really is
	an attractive girl.

			    EDWARD
		What's your name?

			    VIVIAN
		What do you want it to be?
			(a beat)
		Vivian, my name's Vivian.

			    EDWARD
		You like being a hooker, Vivian?

			    VIVIAN
		It pays.

			    EDWARD
		So do day jobs.

			    VIVIAN
			(sarcastic)
		Day jobs, yeah.  I've tried them.
			(a beat)
		Turn right.

	EXT. SANTA MONICA BLVD. - NIGHT

	The Ferrari glides along a seedy, West Hollywood section of
	Santa Monica.

	INT. FERRARI - MOVING - NIGHT

			    EDWARD
		Must be dangerous.  Hooking.

			    VIVIAN
		Tell me about it.  L.A. is
		suffering from a wacko epidemic.
		And who knows where half the guys
		I pick up have been.  I mean, I
		use condoms.  Always.  And I get
		checked out once a month at the
		free clinic.  Not only am I better
		in the sack than an amateur, I'm
		probably safer.

			    EDWARD
		Very good.  You ought to have
		that printed up on your business
		card.

			    VIVIAN
			(a moment)
		If you're making fun of me, I
		don't like it.

			    EDWARD
		Sorry.  If I did, I didn't mean
		to.

	Vivian unconsciously bites her fingernails.

			    EDWARD
		Ugly habit, biting your nails.

			    VIVIAN
		You don't know habits, you think
		this is ugly.

	But she puts her hands in her lap.  She looks out the window.
	She's safe from Carlos.

			    VIVIAN
		Okay, pull over.  Let me out.
		I've got to get back to work.

	Edward pulls the Ferrari to the curb and stops.

			    VIVIAN (cont'd)
		Stay on this street and you'll
		hit Beverly Hills.

			    EDWARD
		What do you charge for company,
		Vivian?

			    VIVIAN
		Company would cost you... a
		hundred dollars.

			    EDWARD
		For the whole night?

			    VIVIAN
		For an hour.

			    EDWARD
		You're joking.

			    VIVIAN
		I never joke about money.

			    EDWARD
		Neither do I.
			(a moment; amused)
		A hundred bucks an hour though.
		That's pretty stiff.

	She reaches across the seat.  Her hand goes in his lap.

			    VIVIAN
		No, but it's getting there.

			    EDWARD
		Vivian, how much to put up with
		me for the entire night?

			    VIVIAN
		You couldn't afford it.

	Vivian starts to get out of the car.

			    EDWARD
		Try me.

	A moment.  Vivian's sexy smile comes on.

			    VIVIAN
		Three hundred.

			    EDWARD
		Fine.

			    VIVIAN
		What's your name, lover.

			    EDWARD
		Edward.  My name is Edward.

			    VIVIAN
		Edward... you got it!

	Edward gets out of the car.  Vivian looks at him confused.

			    EDWARD
		Get in.  This side.

			    VIVIAN
		What?

			    EDWARD
		You know how to drive a stick?

	Vivian moves around the car.

			    VIVIAN
		Better believe it.

			    EDWARD
		Then let's go.  It's worth 300
		just so I don't have to drive.

	They get in the car.

	INT. FERRARI - NIGHT

	She starts the car, revs it.

			    VIVIAN
		Here we go Edward.

	EXT. HOLLYWOOD BLVD. - NIGHT

	The Ferrari peels out, fishtails madly and SCREAMS up the
	street.

	EXT. REGENT BEVERLY WILSHIRE HOTEL - NIGHT

	Thousands of tiny white lights sparkle along the walls of the
	Regent Beverly Wilshire Hotel.  Bright flags are illuminated
	by carefully placed spotlights.  The Ferrari SCREAMS into the
	driveway and comes to a jarring stop by the front door.

	INT. FERRARI - NIGHT

	Edward takes a moment to get his breath.  He gestures toward
	the back.

			    EDWARD
		My raincoat's in the back.  Put
		it on.

			    VIVIAN
		Why?

			    EDWARD
		You may feel more comfortable.
		This is not the kind of place that
		rents rooms by the hour.

			    VIVIAN
		You mean they don't have hookers.

			    EDWARD
		Every place has hookers, but if
		this hotel has hookers, they don't
		look like they're...

			    VIVIAN
		Off the boulevard.

			    EDWARD
		Exactly.

	INT. REGENT BEVERLY WILSHIRE HOTEL LOBBY - NIGHT

	As they walk in, Vivian is tying the trenchcoat.

			    VIVIAN
		Great.  Now I took like a hooker
		in a trenchcoat.

	She looks up.  She stops in her tracks.  The lobby is bright
	and spacious, filled with thick carved wood paneling.  Even at
	this hour there is a great deal of activity.  MEN in business
	suits and WOMEN in furs and jewels are passing by.  Vivian's
	face quickly conceals the sudden awe she feels at the sight of
	all this luxury.  Vivian matter of factly reaches out and takes
	Edward's arm.

			    VIVIAN
		So let's go.

	Edward guides them across the lobby.  They reach the elevators
	and go inside.

	INT. HOTEL - ELEVATOR - NIGHT

	The young ELEVATOR OPERATOR is dressed in a clean red uniform
	that seems just a bit too tight.  As the elevator doors close
	he nods toward Edward.

			    OPERATOR
		Evening, sir.

			    EDWARD
		Good evening.  Penthouse.

			    VIVIAN
		Penthouse.  My, my.

	She sees the operator glancing at her.

			    VIVIAN
		The penthouse.  And step on it.

	INT. HOTEL - HALLWAY - NIGHT

	Edward and Vivian come out of the elevator into a hallway
	leading to a single doorway with two heavy wood doors.  Edward
	pulls out his key and unlocks the doors.  With a gentle push
	the door slide open in unison.  Edward gestures to Vivian to
	go inside.  She does.  Edward closes the doors behind her.

	INT. HOTEL - PENTHOUSE - NIGHT

	As Vivian steps into the room she has the sensation of falling
	off the top of the building.  In front of her is a sunken living
	room with massive windows revealing the sparkling lights of the
	city below.  For the first time, she is speechless.  Edward
	closes the door and walks past her down the steps to the living
	room.  Edward picks up a phone.  Vivian checks out the room.

			    EDWARD
			(into the phone)
		Room service.
			(to Vivian)
		What do you drink?

			    VIVIAN
		Diet coke.

			    EDWARD
			(into the phone)
		Send up a bottle of Crystal
		champagne.

			    VIVIAN
		Can I have some chips?

			    EDWARD
			(into the phone)
		-- and a bowl of strawberries.
		Thank you.

	Vivian makes her way down the steps to the living room.  She
	stares at the view.

			    EDWARD
			(to Vivian)
		Impressed?

	Vivian is impressed but she's not going to admit it.

			    VIVIAN
		You kidding?  I come here all the
		time.  As a matter of fact they
		do rent this room by the hour.

	Edward smiles.  He sits down in a comfortable chair and leans
	back.  Vivian looks at him.

			    VIVIAN (cont'd)
		Well, now that you have me for
		the night, what are you going to
		do with me?

			    EDWARD
		Want to know something?  I don't
		quite know.  I hadn't planned
		this.

			    VIVIAN
		Do you plan everything?

			    EDWARD
			(a small smile)
		Always.

			    VIVIAN
		Well, the meter's running, it's
		your money.  Speaking of which,
		cash'll do.  In advance.

			    EDWARD
		Fair enough.

	He rises.  Takes out his wallet.  Standing over her, he drops
	THREE crisp, new hundred dollar bills in Vivian's lap.  She
	picks up the bills, stares at them, trying not to be impressed.
	She puts the money in her jacket.  She realizes Edward is
	standing over her as if waiting.

	She leans forward, reaches out to unzip his pants.  He abruptly
	turns away.

			    EDWARD
		Let's talk some more first.

			    VIVIAN
		Right.
			(brightly)
		So!  In town on business?

			    EDWARD
			(taking off his jacket)
		Uh-huh.

			    VIVIAN
		Let me guess, you're a... lawyer.

			    EDWARD
			(loosening his tie)
		And why do you say that?

			    VIVIAN
			(a small smile)
		I dunno... you have that sharp,
		useless look.

	Edward almost smiles.  He sits across from her again.

			    EDWARD
		Sounds like you've known a lot
		of lawyers.

			    VIVIAN
		I've known a lot of everybody.

	A chime goes off to indicate there's someone at the door.

			    EDWARD
		Champagne.

	He starts to sit up.  Vivian motions for him to stay put.

			    VIVIAN
		Hey.  I might as well make myself
		useful.

	Edward sits back down.  Vivian waltzes up the steps and opens
	the front door.  A WAITER comes into the room with a silver
	cart; on it is a bucket of champagne and a covered bowl.

			    WAITER
		Where would you like it?

			    VIVIAN
		Where would we like it?

			    EDWARD
		Where would we like it?  Here'll
		be fine.

	The Waiter carries it down the steps and sets it in the middle
	of the living room.  He turns and heads back up the stairs and
	pauses near Vivian, staring.  Vivian stares back at him.

			    VIVIAN
		What are you looking at?

	The Waiter glances away uncomfortably and exits.  Vivian closes
	the door behind him.  Vivian marches back down the stairs.

			    EDWARD
		I think he wanted you to tip him.

			    VIVIAN
		Tsk.  Excuse me, I didn't think
		he had change for a hundred.

	Edward crosses to the silver stand.  Vivian watches with
	interest as he twirls the champagne bottle in the ice bucket.

			    VIVIAN (cont'd)
		You have a wife?  Girlfriend?

			    EDWARD
		I have both.

	Edward lifts the bottle out.  He deftly pops the cork on the
	bottle without losing a drop of champagne.

			    VIVIAN
		Where are they?  Shopping
		together?

			    EDWARD
		They should be.  They're both good
		at it.

	Edward pours the champagne into a single long stemmed glass and
	hands one to Vivian.

			    EDWARD (cont'd)
		My ex-wife lives in London in what
		used to be my home.
		My girlfriend is in New York
		moving out of my apartment even
		as we speak.  Cheers.

	He drinks, nods approvingly.

			    EDWARD
		It's a very good year.

			    VIVIAN
		Oooh, thank god.

	Edward laughs softly.  She sips it.  To her surprise, really
	likes it.  Edward lifts a lid on a silver bowl to reveal a dozen
	enormous strawberries.

			    EDWARD
		Try a strawberry.

			    VIVIAN
		Why?

			    EDWARD
		Because they bring out the flavor
		of the champagne.

			    VIVIAN
		Jesus, you act like you're
		seducing some Valley girl you
		picked up in a dance club.

			    EDWARD
		Vivian... the meter's running...
		cooperate.

	A moment.  She slowly eats a strawberry.  The juice of it stains
	her lips.  Her eyes are like smoke as she takes a sensuous sip
	of champagne, licks away the stain of the strawberry.  His eyes
	haven't left her.

			    EDWARD
			(softly)
		You really are a very beautiful
		girl.

			    VIVIAN
			(husky-voiced)
		Just a romantic, that's you.

			    EDWARD
		Yes...

	Her mouth is so wet and inviting... he leans closer...

			    VIVIAN
		Me too.

	He's about to kiss her...

			    VIVIAN (cont'd)
		Not on the lips.

	He freezes.  She pulls his head down to her breast.

	INT. PENTHOUSE BEDROOM - NIGHT

	Edward and Vivian on the bed.  He is on his back, his shoulder
	and head resting against the headboard.  She is astride him,
	hands resting on his chest, rocking... in control, confident...
	very much liking the fire she's kindled in his eyes.

	INT. PENTHOUSE BEDROOM - CLOSE ANGLE ON THEIR FACES - NIGHT

			    EDWARD
			(touching her breasts)
		What do you like?

			    VIVIAN
		If I want you to turn me on I'll
		pay you three hundred.  Just lay
		back and let me drive.

	Smiling, Vivian reaches behind her, touching him.  He tries not
	to groan.  She's moving faster now.  Edward suddenly pulls her
	violently to him, he rolls her over...

	INT. PENTHOUSE BATHROOM - SHOWER - NIGHT

	A heavy spray of water comes down upon Edward.  He stands there
	quietly letting it wash over him.  He turns off the shower,
	steps out of the stall, picks up a towel and dries himself.

	INT. PENTHOUSE BEDROOM - NIGHT

	Edward stares.  His expensive clothes are on the floor,
	haphazardly dropped everywhere.  Vivian's clothes, as tattered
	as they are, are neatly folded and piled on a chair.  The
	incongruity of it touches Edward in a sad way.  He looks toward
	the bed.  Vivian is fast asleep.  Her heavy makeup has long since
	been rubbed off.  Asleep, her wary, smart-ass attitude is gone.

	She looks like a sweet, gentle girl.  He stares at her a moment
	longer.  He turns, goes into the living room.  Vivian opens her
	eyes.  Through the open door she sees Edward sitting in a living
	room chair.  He is reading contracts.

	EXT. REGENT BEVERLY WILSHIRE HOTEL - MORNING

	The sun is coming up as HOTEL EMPLOYEE hoses down the sidewalk
	in front of the hotel.

	INT. HOTEL LOBBY - MORNING

	A WOMAN EMPLOYEE is vacuuming the lobby.  She sees something
	and pauses.  She pulls a dead leaf from one of the potted
	plants.

	INT. HOTEL HALLWAY - MORNING

	The elevator doors open and A WAITER rolls a cart out into the
	hallway.  He takes it to the doors of the penthouse.  He rings
	the bell.

			    EDWARD (O.S.)
		It's open.

	INT. PENTHOUSE LIVING ROOM - MORNING

	The Waiter wheels in a table of food, coffee, champagne and
	orange juice.  Edward dressed in suit pants, white shirt and
	suspenders, stands in the living room talking into a cordless
	phone.  Edward points the Waiter to the dining table.

			    EDWARD
			(into the phone)
		Sorry.  Go ahead.

	INT. STUCKEY'S HOUSE - MORNING - INTERCUT

	William Stuckey is behind his desk.

			    STUCKEY
		Kross knows we're after his
		company.  He wants to talk with
		you.  I don't think you should.

	INT. PENTHOUSE LIVING ROOM - MORNING

	The Waiter returns.  Edward signs the bill.  The Waiter exits.

			    EDWARD
		I want to.

			    STUCKEY
		Edward, if the three of us sit
		down together we might as well
		announce our plans in the Wall
		Street Journal.

			    EDWARD
		I'll see him alone.  Everyone
		knows you're my muscle.  We'll
		make it social.  Tell Kross I'll
		meet him for dinner.  Tonight if
		you can arrange it.

			    STUCKEY
		You shouldn't go alone.  He might
		claim that you tried to black mail
		him.

			    EDWARD
		Bill, we're businessmen, not the
		damn mafia.  I'll see you in the
		office.  By the way, about your
		car...

			    STUCKEY
		Oh, god, what?

			    EDWARD
			(smiling)
		I'll bring it back.

	Edward hangs up.  He pours a glass of orange juice and takes
	a sip, thinking.  Something makes him turn.  Vivian, wearing
	a monogrammed hotel terry robe, is standing uncertainly in the
	bedroom doorway.

			    EDWARD
		Good morning.

			    VIVIAN
		You didn't wake me.  I'll be out
		of here in a minute.

			    EDWARD
		No hurry.  Would you like some
		breakfast?

	She's hungry and the breakfast looks great.

			    VIVIAN
		Only if you do.

	Edward sits.  Waits.  Vivian sits across from him.  Edward
	serves them breakfast.

			    EDWARD
		Did you sleep well?

			    VIVIAN
		Yeah.  Too good.  I forgot where
		I was.

			    EDWARD
		Occupational hazard?

	She looks at him sharply, sees that he means no offense,
	relaxes.

			    VIVIAN
		Where'd you go?

			    EDWARD
		I took the couch.  I had some work
		to do.
			(hesitating)
		About last night...

			    VIVIAN
		Oooh, Baby, you were the best.
		I was beside myself.

			    EDWARD
		Mmm, I could tell.

			    VIVIAN
		I just hope it was worth three
		hundred bucks.

			    EDWARD
		I'd say you give a good dollar
		value.

	They share a small smile.  They eat.

			    EDWARD
		Do you ever... enjoy it?

			    VIVIAN
		I like guys if that's what you're
		asking.  Not that I trust'm.

			    EDWARD
		No?  Why's that?

			    VIVIAN
		"Occupational hazard".

	A moment.  Edward chuckles.  Vivian grins.

			    VIVIAN (cont'd)
		what do you do anyway?

			    EDWARD
		I buy companies.

			    VIVIAN
		No shit.  They expensive?

	He almost smiles.  She almost smiles back.

			    EDWARD
		The one I'm buying this week will
		cost around 150 million.

			    VIVIAN
		... dollars?

	He nods.  This time Vivian is impressed.

			    VIVIAN (cont'd)
		You are major league, baby.  Your
		mother must be very proud.

	Edward is oddly pleased at her reaction.

	INT. PENTHOUSE BEDROOM - DAY

	The closet door is open.  Edward reaches for a tie.  In the
	closet are about a dozen expensive looking suits, shirts, shoes,
	etc.  She follows him in.

			    VIVIAN
		So what a ya do with the companies
		once you buy'm?

			    EDWARD
			(fumbling with the tie)
		I sell them.

			    VIVIAN
		What?  Why?

	She undoes his knot and starts over.

			    VIVIAN (cont'd)
		At ease, let me do that.  Part
		of the all night services.

			    EDWARD
		By breaking up a company's assets
		--

			    VIVIAN
		What are assets?

			    EDWARD
		Vivian --

			    VIVIAN
		C'mon, I might buy a company some
		day.

			    EDWARD
		Assets are anything of value a
		company owns.  Sometimes the
		pieces are worth more than the
		whole.  By selling them off, I
		make a profit.

			    VIVIAN
		Sorta like stealing cars and
		selling'm for parts, huh?

			    EDWARD
		Not... quite.

			    VIVIAN
		There, see?  Now the emblem is
		right in the middle of the knot.

			    EDWARD
		Where'd you learn to do this?

			    VIVIAN
			(sarcastic)
		I fucked the debate team in high
		school.  Tsk.  I had a grampa.
		He liked ties on Sundays.  You
		mind if I take a swim in your
		bathtub before I hit it?

			    EDWARD
		Don't drown.

	Vivian turns and heads toward the bathroom.  He follows her
	into the bathroom.

	INT. PENTHOUSE BATHROOM - DAY

	Vivian turns on the water in the tub.  It fills the tub in a
	torrential rush.

			    VIVIAN
		You could hold a pep rally in
		here!

	The phone on the marbled bathroom wall suddenly rings.  Edward
	reaches for it.

			    EDWARD
			(into the phone)
		Yes.

	INT.  STUCKEY'S HOUSE - INTERCUT

	Stuckey is walking around his desk.

			    STUCKEY
		Edward, it's me.  Kross is all
		set for tonight.

	INT. PENTHOUSE BATHROOM - DAY

	Vivian stares curiously at the bidet.

			    STUCKEY
		Listen, I gotta say this again,
		I don't like you going alone.

	She turns it on.  The water hits her in the face.

			    EDWARD
			(stifling a chuckle)
		I'm a big boy.

	There are lotions and shampoos and bubblebaths on the edge of
	the tub.  Vivian regards them like a kid in a candy shop.

			    STUCKEY
		Let me at least get you a date.
		Keep it social.

	Edward watches as Vivian smells some bubble bath.  She smiles.
	Her eyes ask Edward if it's okay to...?  He nods.

			    STUCKEY
		Edward, did you hear me?

			    EDWARD
		I'm here.

			    STUCKEY
		I know a lot of nice girls.

	Vivian pours the bubblebath into the swirling water.  There's
	something about the look on her face... the way she bites her
	lower lip... curious, sensual...

			    EDWARD
		I have one.

	Edward hangs up the phone as Vivian curiously turns on the
	television.  The sound blares.  She fumbles to turn it down.
	Edward reaches over and turns it off.

			    EDWARD
		All right.  How much for the week?

			    VIVIAN
		What?

			    EDWARD
		I'm in town until Saturday.

	She look at him like he isn't speaking English.

			    EDWARD
		Do-you-want-to-stay-here-
		for-the-week?

	It takes Vivian a moment to respond.

			    VIVIAN
		It'd cost you.

			    EDWARD
		Of course.  How much?

			    VIVIAN
		Five full nights... days too?

	Edward nods.  Vivian hesitates... it's got to be enough to
	really change things... She shoots for the moon again.

			    VIVIAN
		Four thousand.

			    EDWARD
		Vivian, may I point out five more
		nights at three hundred a night
		is only 1,500.

			    VIVIAN
		But you want days too.

			    EDWARD
		All right, two thousand.

			    VIVIAN
		Three.

			    EDWARD
		Done.

			    VIVIAN
		Holy shit.

	And then, quickly getting herself back together, she flips on
	the sexy smile.

			    VIVIAN (cont'd)
		Sugar, you got it.  I will treat
		you like a prince.  Anything,
		anyway you want.

			    EDWARD
		I'm not just talking about sex.

			    VIVIAN
		Look butthead, I'll treat you so
		nice you'll never want to let me
		go, okay?

			    EDWARD
		Three thousand for five days.
		And Vivian, I will let you go.

	INT. PENTHOUSE BEDROOM - MORNING

	Edward comes out into the bedroom.  Vivian quickly follows.
	They move through the bedroom into the living room.

			    EDWARD
		I'll be out most of the day.

	He reaches into his pocket for a money clip.  He peels off
	bills.  He hands the cash to Vivian.

			    EDWARD
		I want you to go out and buy some
		decent clothes.

	Vivian's eyes go wide at the amount of money.

			    EDWARD
		Nothing too flashy, not too sexy.
		Conservative.  Understand?

	INT. PENTHOUSE ENTRANCE WAY - DAY

	They're at the front door.

			    VIVIAN
		Yeah, you want me to dress like
		your high class girlfriend.
		You're wasting your money though.
		All I'm gonna do is hang around
		the hotel.  As a matter of fact,
		I may never get out of that
		bathtub.

	Edward opens the door, he starts to exit.  He turns back.

			    EDWARD
		Think again.  I'm taking you out
		to an important dinner with me
		tonight.

	The door closes in her face.

	INT. OUTSIDE THE PENTHOUSE DOOR - DAY

			    VIVIAN (O.S.)
			(from inside)
		What?  Are you crazy?

	Edward smiles to himself.

			    EDWARD
		Probably.

	INT. PENTHOUSE BATHROOM - DAY

	Vivian is stretched out in the hot bubble bath.  The TV is on.
	She clicks the remote control in her hand.

			    VIVIAN
		Three thousand...

	She lies back into the soapy water and disappears.  She suddenly
	pops back up, laughing.

			    VIVIAN
		Three thousand!

	A thought occurs to her.  She reaches for the cordless phone.
	She dials.  She waits.  She is about to disconnect when the
	phone is answered.

			    KIT (O.S.)
		'Lo.

			    VIVIAN
		Kit!  Where've you been?

			    KIT (O.S.)
		I was asleep.  You woke me.  You
		okay?

			    VIVIAN
		Kit, listen, the guy last night,
		the one in the Ferrari, I'm at
		this hotel, the Regent Beverly
		Wilshire, it's this absolutely
		unbelievable place and he's hired
		me for a whole week and Kit,
		listen, he's paying me three
		thousand bucks!  We can get out
		of the apartment.  We can get out
		of this town.  We can do anything!
			(silence)
		Kit?  Hey, you there?

			    KIT (O.S.)
		Why'd he want you?

	That hurts.  Perhaps because Vivian's been wondering the same
	thing.

			    VIVIAN
		He... he just does.

			    KIT (O.S.)
		I'm sorry, Viv'.  Carlos has been
		on my back.
			(a beat)
		Did you get the money up front
		like I taught ya'?

			    VIVIAN
		Three hundred for last night and
		he gave me extra to buy some
		clothes.  Now listen, I'm gonna
		leave an envelope for you at the
		front desk.
		Give me two hundred to the scum
		bucket and the other hundred to
		that asshole landlord for part
		of the rent.  Spend it on drugs
		and I'll pull your hair out.

			    KIT
		I'm getting dressed now.  I'll
		be over.  Bye.

			    VIVIAN
		Hey Kit, where do I go for the
		clothes?  Good stuff on him.

			    KIT (O.S.)
			(brightening)
		In Beverly Hills?

			    VIVIAN
		Yeah.

			    KIT (O.S.)
		Baby!  Rodeo Drive.

	INT. HOTEL LOBBY - DAY

	Vivian comes out of the elevator and crosses the lobby.  She
	is back in her hooker clothes.  She leaves an envelope at the
	front desk.

	MR. THOMAS, the prim, middle-aged hotel manager, steps out from
	his office.  He stares in surprise and displeasure as he sees
	Vivian exit out the front door.  Vivian doesn't notice the odd
	stares she gets from two well-dressed MIDDLE-AGED WOMEN who are
	just entering.

	EXT. RODEO DRIVE - DAY

	Vivian is looking wide-eyed and delighted and yes, more than
	a bit overwhelmed.  She passes store windows... and MORE STORE
	WINDOWS... and still MORE STORE WINDOWS.  Each display is more
	beautiful and expensive than the one before.

	Vivian is also aware that she is getting odd looks.  From
	PASSERBY'S.  Two beautiful dressed GIRLS her own age look at
	her, turn away and giggle.  The uniformed GUARDS that stand at
	attention in front of many of the stores, stare at her
	suspiciously.

	Feeling more and more uncomfortable, Vivian comes to a posh
	woman's boutique.  She hesitates for a moment.  She enters.

	INT. BOUTIQUE - DAY

	Vivian is no sooner in the door than she is subject to the
	disapproving stare of a SALESWOMAN standing behind the counter.

			    SALESWOMAN
			(cooly)
		May I help you?

			    VIVIAN
		I'm just looking, thanks.

	Vivian tiptoes through the shop as if it was filled with
	delicate glass objects.  She cautiously examines a dress.  The
	Saleswoman quickly comes around the counter and approaches her.

			    SALESWOMAN
		Are you looking for something in
		particular?

			    VIVIAN
		Yes.  Something... conservative.

			    SALESWOMAN
		Yes...

	Vivian eyes the Saleswoman, puzzled at her tone.  She examines
	a dress.

			    VIVIAN
		You have beautiful things.
			(no reply)
		How much is this?

			    SALESWOMAN
		I don't think it would fit you.

			    VIVIAN
			(beginning to get the
			 drift)
		I didn't ask if it would fit.
		I asked how much it was.

			    SALESWOMAN
		It's very expensive.

	Vivian's body tenses as she stares at the Saleswoman.

			    VIVIAN
		What is with you?

			    SALESWOMAN
			(unblinking)
		Excuse me?

			    VIVIAN
		I'm going to spend money.

			    SALESWOMAN
		I don't think we have anything
		for you here.  You're obviously
		in the wrong place.

	Vivian is speechless.  She turns and stomps toward the door.
	She stops and spins around staring at the Saleswoman.  Vivian
	flips her off.  She throws the door open and storms outside.
	The Saleswoman calmly strolls back to her counter and returns
	to her place.

	EXT. RODEO DRIVE - DAY

	Vivian comes out onto the street and stands, lost.  She takes
	a deep breath, trying to control herself.  Two WOMEN, in elegant
	designer outfits, stroll by, eyeing Vivian as if she were a
	freak.  Vivian suddenly feels naked.  She turns and hurries
	away.

	INT. HOTEL LOBBY - DAY

	Vivian enters the lobby, upset, nervous and paranoid.  She feels
	an emptiness in her stomach at the sight of all the luxury
	around her.  She hurries toward the elevators.

	At the front desk, Mr. Thomas, once again spots her.  He crosses
	the lobby and deftly cuts her off from the elevator.

			    MR. THOMAS
		May I help you Miss?

	Vivian stops, practically shaking with terror.

			    VIVIAN
		I'm just going to my room.

			    MR. THOMAS
		You're a guest here?

			    VIVIAN
		I'm -- I'm with a friend.

			    MR. THOMAS
		And who is that?

			    VIVIAN
		I... Edward...

	Vivian's face is filled with confusion.  She doesn't know his
	name.  The elevator doors open behind them.  She spots the
	Operator.

			    VIVIAN
			(blurting it out)
		He knows me.

	Mr. Thomas turns and eyes the Operator curiously.  The Operator
	looks back at them innocently.  With a smooth gesture Mr. Thomas
	waves the Operator over.

			    MR. THOMAS
		Do you know this young lady?

	The Operator nods.

			    OPERATOR
		She's with Mr. Harris.

			    MR. THOMAS
			(surprised)
		Mr. Harris?

			    OPERATOR
		She apparently joined him last
		night.

	Mr. Thomas waves the Operator away.

			    MR. THOMAS
		Why don't you come with me.  We'll
		chat for just a moment.

	He takes Vivian gently but firmly by the arm and leads her off.

	INT. HOTEL OFFICE - DAY

	In a richly furnished office, Mr. Thomas places Vivian in a
	comfortable chair and then leans against the edge of his desk.

			    MR. THOMAS
		What's your name?

			    VIVIAN
		Vivian.

			    MR. THOMAS
		Miss Vivian... things that go
		on in other hotels don't happen
		at the Regent Beverly Wilshire.

	Vivian says nothing.

			    MR. THOMAS (cont'd)
		Mr. Harris, however, is a very
		special customer.  And we like
		to think of our special customers
		as friends.  As a customer, we
		would expect Mr. Harris to sign
		in any additional guests.  But
		as a friend, we're willing to
		overlook it, I'm assuming you're
		a... relative?

	Vivian finds herself nodding.

			    MR. THOMAS (cont'd)
		I thought so.  You must be his...?

			    VIVIAN
		Niece?

			    MR. THOMAS
		Of course.  Naturally when Mr.
		Harris leaves, I won't see you
		in this hotel again.

	Vivian bites her lower lip, nods.

			    MR. THOMAS (cont'd)
		Good.  We understand one another.
			(as a gentle
			 afterthought:)
		I would also encourage you to
		dress in a more appropriate
		manner.

	Vivian's face screws up as she tries hard not to cry.

			    VIVIAN
		That's what I was trying to do.

	She can't help it, the tears come.  Vivian pulls out the money
	Edward gave her.  She drops it on the desk.  It's a	moist-
	looking wad now.

			    VIVIAN (cont'd)
		I was trying to get some other
		clothes... but...
		they wouldn't... they made me feel
		like shit...

	She can't go on.  Mr. Thomas politely glances at the money.
	He unfolds it, smoothes it and hands it back to her.  He sighs.
	He picks up the phone.  He dials.

			    MR. THOMAS
			(into the phone)
		Women's clothing.
			(beat)
		Bridget, please.

	Vivian is staring at him.

			    MR. THOMAS (cont'd)
		Bridget, hello, this is Barnard
		Thomas over at the Regent Beverly
		Wilshire.  Well, thank you, that's
		flattering.  I'd like to ask a
		favor of you.  I'm going to send
		someone over.  Her name is Vivian.
		She's a guest of ours.  A very
		special guest.

	He glances at Vivian.  With those simple words, he'd made her
	feel better.

			    MR. THOMAS (cont'd)
		She's from out of town and she
		needs a little help in dressing.
		Perhaps you could help her out.
		Thank you very much.  She'll be
		right over.

	He sets the phone down and smiles patronizingly at Vivian.

			    MR. THOMAS (cont'd)
		There you are.  If you have any
		other problems, come ask for me
		personally.  I'm Mr. Thomas.

			    VIVIAN
		Barney.

	She smiles mischievously.

	EXT. FORT OF LOS ANGELES - DAY

	A sleek corporate helicopter flies over the port.

	EXT. BUILDING ROOFTOP - DAY

	Edward, Vance, Stuckey and Jake walk toward the building's
	edge.  They look out over the empty shipyard as Vance describes
	it.

			    VANCE
		Okay... this is the jewel in
		Kross's crown.  We can strip out
		all the heavy equipment.  Some
		of the cranes are very valuable
		overseas.  The Japanese are
		salivating for them.

			    STUCKEY
		Prime industrial property
		straddling the Port of Long Beach
		and Los Angeles.  It gives me a
		hard-on.

	Edward points toward one of the edges of the shipyard.

			    EDWARD
		What's that long building over
		there?

			    JAKE
		Storage, I think.

			    EDWARD
		Not with those smokestacks it's
		not.

			    VANCE
		Let me check.

	Vance pulls out a notebook.

			    JAKE
		The real estate possibilities
		are endless.  Most of the yard
		we'll just level.  I talked to
		a couple of developers, under the
		table, of course, and they said
		--

			    EDWARD
		You what?

			    JAKE
		I talked to some developers about
		the land.

			    STUCKEY
		What kind of an idiot are you?
		You don't talk about this to
		anyone.

			    JAKE
		They're close friends, they'd
		never breathe a word --

			    STUCKEY
			(to Vance)
		Where did you dig this moron up?

			    VANCE
		He's right, Jake, that was an
		incredibly stupid thing to do.
		It won't happen again, Edward.
		I'll pull him off the project
		immediately.

			    EDWARD
		Don't bother.

			    STUCKEY
		What!?

			    EDWARD
		We don't have the time to bring
		someone new up to speed.
		Besides...
			(not unkindly, to Jake)
		You've already impressed everyone
		you need to, haven't you?

			    JAKE
		It won't happen again, Mr. Harris.

	Vance has found what he was looking for in his notebook.

			    VANCE
		This is interesting.  That
		building is storage now, but it
		used to be a smelting plant.  They
		closed it down after World War
		II.

			    EDWARD
		I want our lawyers to check into
		the toxic waste licences on them
		right away.  I want to know if the
		permits are still valid and what
		kind of limits are on them.

			    STUCKEY
		Jesus, yes.  It's a long shot but
		if the permits are still in
		effect, they're worth a fortune.

	He turns away.  The other follow Edward back toward the
	stairs.

			    EDWARD
		What time's diner tonight?

			    STUCKEY
		Eight o'clock.  Kross is bringing
		his son.  Very bright kid, watch
		yourself with him.  Who's this
		girl you're taking?

			    EDWARD
		No one you know.

	INT. SAKS - SECOND FLOOR - DAY

	The elevator opens and Vivian walks out and surveys the room
	nervously.  She walks toward the women's clothing section.
	BRIDGET, a large friendly woman, spots her and quickly
	approaches.

			    BRIDGET
		You must be Vivian.

	Vivian nods.

			    BRIDGET (cont'd)
		Let's look at you...

	She steps back, regards Vivian with a professional eye.

			    BRIDGET (cont'd)
		Where are you from, dear?

			    VIVIAN
			(pause)
		Georgia.

			    BRIDGET
		No wonder.  For starts, you should
		know that hot pants are horrid,
		even when you do have the legs
		to carry them off.  What are your
		plans while you're in town?

			    VIVIAN
		Well... I might be going out to
		dinner.

			    BRIDGET
		You'll want a cocktail dress
		then.  Turn.  You have a beautiful
		figure.  A little too out in the
		open but simply lovely.  Size six?
		Do you need shoes?

			    VIVIAN
		I dunno.  Do thigh high, leather
		boots go with a cocktail dress?

			    BRIDGET
			(calling out)
		Philip!  We'll need shoes!

	Bridget leads Vivian towards the racks of clothes.  She pulls
	out a dress.

			    BRIDGET
		Your uncle will like this.

			    VIVIAN
		He's not really my uncle.

			    BRIDGET
		They never are, dear.

	INT. HOTEL LOBBY - LATE AFTERNOON

	Mr. Thomas is behind the desk.  He looks up.  Vivian is standing
	there, a happy look on her face.  She holds up a garment bag.

			    VIVIAN
		I got a dress.

			    MR. THOMAS
			(dryly)
		I rather hoped you'd be wearing
		it.

			    VIVIAN
		I didn't want to get it messed.
		I got shoes too.  Wanna see?

			    MR. THOMAS
		That's all right.  I'm sure
		they're quite lovely.

			    VIVIAN
		They were real nice to me there.
		They treated me, y'know... nice.
		Thanks, Barney.

	Mr. Thomas tries not to wince at the familiarity.

			    MR. THOMAS
		You're very welcome, Miss Vivian.

	She smiles at him.  He watches as Vivian turns and walks toward
	the elevator.  The provocative way her hips move just naturally
	attracts the attention of a MALE PASSERBY.  And the white gloved
	ELEVATOR MAN literally leaps to press the elevator button for
	Vivian who rewards him with a happy smile.  Mr. Thomas sighs.

	INT. PENTHOUSE - LATE AFTERNOON

	The phone is ringing Vivian enters.  She hurries to pick it up.

			    VIVIAN
		Hello?

	The phone keeps ringing -- it has more than one line.  Vivian
	frantically punches buttons.

			    VIVIAN (cont'd)
		Hello?  What?  Hello?

	INT. STUCKEY'S OFFICE - LATE AFTERNOON - INTERCUT

	Edward is in a private office.

			    EDWARD
		Never answer the phone.  Ever.

			    VIVIAN
		Tsk, believe me, this will be the
		last time.

			    EDWARD
		Did you buy some clothes?

			    VIVIAN
		I got a dress, yeah.

			    EDWARD
		Just one?  Christ... I hope it's
		appropriate.

			    VIVIAN
		It's very tasteful.  I think
		you'll especially like the zipper
		in the crotch.
			(silence)
		I'm -- joking.

			    EDWARD
		Let's hope so.  You'll get some
		more clothes tomorrow.  I'll be
		pushed for time so meet me in the
		hotel lobby at seven forty-five
		sharp.  Got it?

			    VIVIAN
		No, I don't "got it".  Even the
		farmboys back in Georgia come to
		the door when they're taking you
		on a date.

			    EDWARD
		This isn't a date.

			    VIVIAN
		Go by yourself then.  Where you
		taking me anyway?

			    EDWARD
		The Rex.

			    VIVIAN
		Any good?

			    EDWARD
		I think you'll approve.

			    VIVIAN
		... all right.  I'll meet you in
		the lobby.  But only cause you're
		paying me to.

			    EDWARD
		Thank you very much.

	Vivian slowly sets the phone down.  The phone rings again.
	Vivian, very carefully, punches the flashing button and picks
	it up.

			    VIVIAN
		Hello?

			    EDWARD
		I thought I told you not to answer
		the phone.

			    VIVIAN
		Oooh!

	Edward hangs up.  He smiles to himself.

	Vivian bites her fingernails, looking nervous.  The doorbell
	RINGS.  Vivian looks up, startled.  She rises, moves to answer
	it.

	It's the Spanish MAID.  She nods politely at Vivian.

			    MAID
		Housekeeping.  I come to turn
		down the bed.  5:00, I turn down
		the bed.

			    VIVIAN
		What?

	The Maid points to her hotel badge, trying to explain.

			    MAID
		Housekeeping.  I come to turn
		down the bed.

			    VIVIAN
		Okay.

	The Maid enters.

			    VIVIAN
		Is there a trick to it?

	INT. PENTHOUSE BEDROOM - LATE AFTERNOON

	The Maid turns down the bedspread.

			    VIVIAN
		Is that all?  You just fold back
		the bedspread?

			    MAID
		I also place las chocolates on
		the pillow.

			    VIVIAN
		Oooh, I love those.

			    MAID
		I leave extras, miss.

			    VIVIAN
		Thanks!  Consuelo, are all rich
		people so lazy they can't do this
		on their own?

	Consuelo shrugs.

	INT. HOTEL LOBBY - LATE AFTERNOON

	Mr. Thomas is still behind the desk, working when a soft voice
	startles him.

			    VIVIAN
		Barney.

	He looks up.  He sighs.  Vivian still hasn't changed.

			    MR. THOMAS
		What is it, Miss Vivian?

			    VIVIAN
		Edward is taking me to some fancy
		place for dinner.  The Rex.  Ever
		been there?

			    MR. THOMAS
		It's a bit beyond my... range,
		shall we say.

			    VIVIAN
		Yeah, mine too.  Is it like,
		y'know, normal?

			    MR. THOMAS
		I think you'll find it normal
		enough.

			    VIVIAN
		Will I like it?

			    MR. THOMAS
		You'll like it fine.

			    VIVIAN
		Okay.  Thanks, Barney.  You're
		the best.

	She turns away.

			    MR. THOMAS
		Just mind which fork you use.

	Vivian turns abruptly back, a horrified look on her face.

			    VIVIAN
		Fork?

	INT. HOTEL DINING ROOM - LATE AFTERNOON

	CLOSE ANGLE - PLACESETTING

	An elegant formal placesetting complete with a myriad of
	different size forks, spoons, stacked china plates and crystal
	glassware.

	ANGLE ON MR. THOMAS AND VIVIAN

	sit across from one another at a fully set table.

			    MR. THOMAS
		In fifteen minutes I can teach
		you everything you need to know
		to dine with the Queen.  First,
		as you pick up the knife you shift
		your fork to the left hand.

			    VIVIAN
		But I always eat like this.

			    MR. THOMAS
		Either you're European or badly
		brought up.

			    VIVIAN
		Hmmm... I vonder vich.
			(giggles)

			    MR. THOMAS
		Actually, some of the richest
		people I know have the worst
		manners.  Of course, Mr. Harris,
		being of old money, knows his way
		around a table.  All right now,
		pay attention please.  Salad fork.

			    VIVIAN
		What if they serve soup?

			    MR. THOMAS
		They will serve salad.

			    VIVIAN
		But what if they serve soup?

			    MR. THOMAS
		Then you use your soup spoon.

			    VIVIAN
			(smiles)
		I like steak.

			    MR. THOMAS
			(picking up the
			 appropriate utensil)
		Then you would use your--

			    VIVIAN
		Steak spoon!
			(laughs)

	Mr. Thomas swallows his exasperation.

	WE PULL BACK from their table to reveal the cavernous, empty
	banquets room, each table is set and ready for the dinner
	service.

			    MR. THOMAS
		Miss Vivian --

			    VIVIAN
		Maybe I'll just order a burger,
		Barney, that way I can eat with
		my hands.

			    MR. THOMAS
		Miss Vivian... there's a salon
		here in the hotel.  Instead of
		worrying unnecessarily about table
		manners, why don't you just have
		your hair done instead?

			    VIVIAN
		Professionally?

	INT. SALON - LATE AFTERNOON

	Vivian sits in a salon chair.  The last customer, THANE, a
	young man of about twenty with his long hair pulled back in a
	pony tail, tilts her head one way and then another, eyeing her
	professionally.

			    VIVIAN
		I have a friend who has a friend
		who does Cher's wigs.

			    THANE
		I hate him already.
			(a beat)
		All set?

			    VIVIAN
		Yeah... what a ya say we chop
		it all off and bleach the tips.

			    THANE
		Darling?  Trust me.

	INT. HOTEL LOBBY - EVENING

	Edward enters and looks around the lobby.  No Vivian.  Annoyed.
	Edward crosses to a house phone and picks it up.  He's about
	to dial when:

			    MR. THOMAS
		Good evening, Mr. Harris.

	Edward looks at him blankly.

			    MR. THOMAS
		Barnard Thomas, manager of the
		hotel.

			    EDWARD
		Of course, yes.  If you'll excuse
		me just a moment --

			    MR. THOMAS
		I have a message for you from your
		"niece", sir.

			    EDWARD
		My what?

			    MR. THOMAS
		The young lady staying in your
		room?

	Edward's eyes narrow.  He hangs up the phone.

			    EDWARD
		I think we both know she's not
		my niece.

	Mr. Thomas looks uncomfortable.

			    EDWARD (cont'd)
		Does this hotel have any problem
		with that?

			    MR. THOMAS
		Mr. Harris, a guest of yours, is
		a guest of ours and shall be
		treated accordingly.  The young
		lady asked me to tell you that
		she is waiting for you in the
		lounge.

			    EDWARD
		Thank you.

	He starts towards the lounge.

			    MR. THOMAS
		Very intriguing young woman, Miss
		Vivian.

	His tone stops Edward in his tracks.

			    MR. THOMAS (cont'd)
		Have a good evening, sir.

	And off he goes, leaving Edward to wonder what the hell
	transpired during the afternoon.

	INT. HOTEL LOUNGE - NIGHT

	Edward enters the lounge.  He looks around, not seeing Vivian.
	And suddenly his eyes go back to... the beautiful girl with the
	beautifully styled hair in the beautiful black cocktail dress
	at the piano bar.  Edward tries to hide his surprise as Vivian
	rises, moves elegantly towards him.  She smiles.

			    VIVIAN
		You're late.

	Such a beautiful woman deserves an apology and so, without
	thinking:

			    EDWARD
		I'm sorry.

			    VIVIAN
		You're forgiven.

	She waits expectantly.  He holds out an arm.  She takes it.

	INT. REX RESTAURANT - NIGHT

	Vivian comes out of the ladies room.  She walks forward past
	the MAITRE'D'S station.  She stops.  She takes a breath... and
	then walks forward.

	INT. REX - ANOTHER ANGLE - LOOKING DOWN

	Vivian moves down a marble starircase, through the elegant
	restaurant toward a far table.  Her beauty and natural grace
	draw approving stares.  She is like a queen moving through a
	ballroom.

	At a secluded table, Edward sits in conversation with two men.
	JAMES KROSS, in his early 70's, a bulky self-made millionaire
	industrialist.  Sitting next to him is his son and second in
	command, DAVID KROSS, a handsome man in his early thirties.
	All of them rise as Vivian comes to the table.  David Kross
	holds out Vivian's chair for her.  Surprised, she nods her
	thanks.  In front of her is an enormous placesetting.  She
	smiles down at the utensils, filled with confidence.

	Waiters have placed a delicate salad down in front of each of
	them.  Vivian proudly reaches for her salad fork.  But then she
	sees that Kross has picked up the fork closest to his plate and
	is digging into his salad with that.

	Vivian looks to see what Edward will do.  He doesn't seem
	interested in eating yet.  Neither does David Kross.  Feeling
	a sudden panic, Vivian puts her fork down.

			    KROSS
		So young man, I understand you
		are trying to take over my
		company.

	A moment.  The abruptness of the question takes Edward back for
	a moment.  But then he almost smiles.

			    EDWARD
		Please don't patronize me, Mr.
		Kross.  Our ages mean nothing
		here.

	Kross and David look at each other.

			    DAVID
		Mr. Harris, we know you've
		purchased at least twenty percent
		of our stock.  We also know you
		plan to file a formal bid for a
		majority share.

			    EDWARD
		Twenty-five percent.

			    KROSS
		Mr. Harris, I built Kross
		Enterprises myself.  I know every
		man who ever worked there by his
		first name.  I know their wives...
		and their children.  If your
		intention is to take over my
		company and turn it into a
		glorified real estate deal, think
		again.

	Edward, thankfully, now reaches for his salad fork and begins
	to eat.  Relieved, Vivian picks up hers.  They all eat for a
	moment.

			    EDWARD
		What do you suggest, Mr. Kross?

	WAITERS approach, some to clear the salad plates, some to put
	down the next course.  Vivian, thinking she's got to finish,
	quickly stuffs her mouth with the rest of her salad.  She is
	reluctant to let the Waiter take her fork.

			    KROSS
		What would it take to buy our
		stock back?  Name your price.

			    EDWARD
		To get me in a mood to sell --
		double what I paid.  But your
		company doesn't have enough
		capital right now to buy anything.

			    DAVID
		We're on the verge of closing
		a large navy contract.  Double
		is ridiculous but we can assure
		you a healthy profit on your
		shares.  We would give you a
		promissory note...

			    EDWARD
		You're not getting any navy
		contracts.

	Vivian can see that both father and son are stunned by this
	news.

			    DAVID
		There's no way you could know
		that.

			    EDWARD
		But I do know.  I also know your
		lines of credit are over-extended.
		If I don't buy your company,
		someone else will...
			(looking up)
		Ah, the escargot.

	Escargot are put down in front of everyone.  Vivian stares at
	them dubiously.  She picks up what she assumes is the next
	"right" fork.  She picks up a snail.  The two do not fit.
	Flustered, she doesn't know what to do.  No one else seems to
	be eating.  And now a Waiter comes and places escargot forks
	at each place.  Vivian picks it up with a sigh of relief.

			    VIVIAN
			(softly, to the Waiter)
		Scume me, what are these things?

			    WAITER
			(bending to whisper)
		Escargot, mademoiselle.

			    EDWARD
			(leaning close to
			 whisper)
		Snails.

	Vivian stares at them, horrified.  She, like James and David
	Kross, no longer seem interested in eating.  Edward eats with
	pleasure.

			    EDWARD
		Mr. Kross, I'm not here to sell
		you my stock.  On the contrary,
		I'm here to buy yours.

			    KROSS
			(angry)
		You've got a lot of nerve.

			    EDWARD
		No.  What I have is a lot of
		money.

			    KROSS
		I know all about you, Mr. Harris.
		When you buy companies, they have
		a way of disappearing.  Even the
		pension funds are stripped clean.
		The last three companies you took
		over were cut up in so many
		pieces, widows were left without
		their retirement checks.

			    EDWARD
			(calmly)
		What I did with those companies
		was perfectly legal.

			    KROSS
		I don't question the legality
		of what you do.  It's your
		morality that makes me sick.  I
		will not allow my company to be
		raped by a man like you.

			    EDWARD
			(angry now)
		It is not your company.  It's a
		public company.  And I am going
		to acquire it.  Either I buy from
		the other stock holders, or I buy
		from you.

	Vivian struggles with her escargot.

			    EDWARD (cont'd)
		I would suggest that you and your
		board cooperate with me, rather
		than fight a battle you don't have
		the ammunition to win.

	Vivian suddenly ZINGS her snail across the table.  Everyone
	looks to her.

			    VIVIAN
		Slippery little suckers...

	Kross rises.

			    KROSS
		If you'll excuse me young lady,
		Mr. Harris...
			(turns to David)
		Deal with this, David, you know
		where we stand.  I need to go
		someplace and puke.

	He rises.  He exits.

			    DAVID
			(to Edward and Vivian)
		Men like my father built this
		country.  He was no saint.  He
		screwed people.  But for every
		guy he stepped on, he gave a
		hundred a good job.

	Edward is silent.

			    VIVIAN
		He seems like a nice man.

	David looks at Vivian as if seeing her for the first time.

			    EDWARD
		We can reach an understanding on
		this.

			    DAVID
		I don't think so.  You should
		know we're going to fight you with
		every resource we have.

			    EDWARD
		Do what you have to do.  I don't
		take it personally.

			    DAVID
		I do.  I take it all very
		personally.
			(to Vivian)
		Very nice meeting you, Vivian.

	David Kross gets up and leaves.  Vivian and Edward sit in
	silence.

			    EDWARD
			(a beat)
		And that's the way the game is
		played.

			    VIVIAN
		Some game.  Screwin' some poor
		slob out of his retirement.

	Edward says nothing.  But Vivian can see she's hit a nerve.

			    VIVIAN
		Snails for dinner.  No wonder
		everybody is in such a bad mood.

	A Waiter appears at the table.

			    WAITER
		Are we ready for the next course,
		sir?

			    EDWARD
		No.  Bring a check, please.

	INT. PENTHOUSE LIVING ROOM - NIGHT

	Edward's face is pensive and thoughtful as he stares out of
	the glass window down at the city lights.  He quickly drains
	his champagne glass.  Vivian moves to stand next to him.
	She refills his glass from the bottle.

			    EDWARD
		Thank you.

	He drinks.  Silence.

			    VIVIAN
		You're upset, huh?

			    EDWARD
		Upset.  No.  I never get upset
		about business.

			    VIVIAN
		You liked the guy, though.

			    EDWARD
		Whether I liked him or not is
		irrelevant.  It's business.
		There's no emotion involved in
		business... if you want to
		survive.

			    VIVIAN
			(excited)
		We're the exactly the same!  Kit
		keeps telling me don't get
		emotional when you turn tricks
		-- that's why no kissing -- it's
		too personal.
		The key is like you're saying,
		stay numb, don't get involved --
		when I'm with a guy, I'm a robot,
		I just do it.
			(realizing what she's
			 saying and quickly
			 recovers)
		Except with you.  At your price
		I give my all...

	Edward laughs.

			    VIVIAN (cont'd)
		Let's not talks about this heavy
		stuff.  Come on, relax.

	Vivian comes up behind him.  She begins to rub his shoulders.

			    EDWARD
		That... is very good.

	A moment.  Edward is silent.  Turns him, unknots his tie,
	unbuttons his collar.

			    VIVIAN
		Know what we're gonna do in a
		little while then?  We're gonna
		call Domino's and have'm deliver
		a bigass pizza.  We're gonna eat
		it in bed.  We're gonna veg' out
		and watch television.

			    EDWARD
		Television?

			    VIVIAN
		Yeah, it's this box, it has
		pictures, sound.  You don't have
		to use your brain at all.

			    EDWARD
		I have work to do.

			    VIVIAN
		Uh-uh.  No work.

	Smiling, she softly kisses his throat.

			    VIVIAN (cont'd)
		See... what you haven't figured
		out yet...

	She kissed his neck.  She fumbles with his belt.

			    VIVIAN (cont'd)
		Is that while you're the boss
		everyplace else... I'm the one
		in charge here.

	She kisses his chest.

			    VIVIAN (cont'd)
		You... just think you are.

	She starts to kneel down.  He stops her.  They stare at one
	another for a moment.  He releases her.  She smiles.  She
	starts to undress him.

	INT. PENTHOUSE BEDROOM - MORNING

	Vivian is asleep.  She turns over, slowly waking.  Her hand
	goes out to touch Edward and encounters nothing but empty bed.
	Vivian comes awake with a sudden start.  She look around
	momentarily frightened, not sure where she is.  Sighing with
	relief, she lies back down.  She sees Edward's American Express
	card on the pillow next to her.

			    EDWARD (O.S.)
		Wake up, Vivian.  Time to shop.

	Edward comes out of the bathroom and moves toward the bed.
	He is tying his tie.  Vivian sits up and ties it for him.  He
	smiles at her.

			    EDWARD
		I still don't understand why you
		only bought one dress.

			    VIVIAN
		I wasn't as much fun as I
		thought it was going to be.

			    EDWARD
		Why not?

			    VIVIAN
		Well, you know those cold bitches
		that work in those stores and try
		to intimidate you?  It works.

			    EDWARD
		Was someone rude to you?

			    VIVIAN
		I had a little problem in one
		store.  I wasn't dressed right.
		I don't know what to say.  I don't
		belong there.  Maybe I'll just
		go back to Bridget.  She was cool.

			    EDWARD
		Vivian, you belong wherever you
		are.  I don't care how you were
		dressed, they were the ones who
		were wrong, not you.

	Edward sits on the bed.

			    EDWARD (cont'd)
		People aren't going to respect
		you unless you respect yourself.
			(a beat)
		The next time someone is rude to
		you, you stare at them right here.

	He softly touches her, right between the eyes.

			    EDWARD (cont'd)
		It's an old trick I use,
		especially with bankers.  Works
		every time.  Will you try it?

			    VIVIAN
			(confidently)
		Okay.

			    EDWARD
		Good.

			    VIVIAN
			(a beat)
		Come with me?

	Edward looks at his watch.  Vivian covers it with her hand.

			    VIVIAN
		Please.

	INT. BOUTIQUE - DAY

	A beautiful, chic women's shop.  The haughty SALESGIRL
	approaches Vivian near a rack of dresses.  Edward hovers in the
	b.g.

			    VIVIAN
			(nervous)
		Hello.  Can you help me?

	The Salesgirl looks Vivian up and down.  A Pause.  Vivian gives
	her "the stare" and straightens up.  We see the Salesgirl's
	reaction change.

			    VIVIAN
			(confidently)
		I'm looking for a dress, nothing
		too flashy, not too sexy,
		conservative.  In a size six.

			    SALESGIRL
			(uncomfortable under
			 Vivian's stare)
		Do... do you have a charge
		account with us?

	Vivian smiles and draws out Edward's American Express card.
	The Salesgirl nods and quickly moves to a rack of dresses to
	find Vivian's size.

	INT. BOUTIQUE - DAY - IN A SERIES OF CUTS

	Vivian tries on different clothes under Edward and the
	Salesgirl's supervision.

	Vivian comes happily out of the dressing room wearing a low
	cut, spangled and fringed outfit.  Edward shakes his hand.  The
	Salesgirl holds a classic tweed ensemble over Vivian's outfit.
	Vivian scowls.

			    VIVIAN
			(sighing)
		I look like fucking Nancy Reagan.

	INT. BOUTIQUE - ANOTHER ANGLE

	The Salesgirl shows Edward clothes by Ann Taylor.  He turns
	to find Vivian happily holding up a tiny, low cut leather dress.
	Edward shakes his head in mock disapproval.  Vivian scowls.

	INT. BOUTIQUE - ANOTHER ANGLE - LATER

	Vivian is wearing an elegant pastel dress.  Edward is standing
	at the store's bar, watching and talking on the telephone.

	INT.  STUCKEY'S OFFICE - DAY - INTERCUT WITH EDWARD

	Stuckey and Vance are pouring over stock reports, talking to
	Edward on the speaker phone.

			    VANCE
		Kross came out of his corner
		swinging.  He started buying up
		all available stock as soon as
		the market opened.

			    EDWARD
			(almost to himself)
		He's a tough old son of a
		bitch...

	Edward is watching Vivian.  She pulls the hem of her skirt up
	to mid thigh.  She looks hopefully over to Edward.  Edward
	shakes his head.

			    VANCE
		It's up to ten and a quarter.

			    EDWARD
		Offer nine and a half.  Bring
		them back down to earth.

			    STUCKEY
		Goddamit!  Where is he getting
		the money to fight?

			    EDWARD
		Someone's loaning it to him.
		Get on it right away.

			    STUCKEY
		Our contract guys are working
		on the Kross pension funds.
		There's another forty million
		there.  We can bleed'm dry.

	There is a sudden hesitation in Edward's eyes.  He watches as
	Vivian tries on a hat.  She preens for him.  He smiles.

			    EDWARD
			(to Vance & Stuckey)
		Put the pension funds on hold
		until I say otherwise.

			    STUCKEY
			(surprised)
		We're letting them slide?

			    EDWARD
		I want the treatment plant
		licenses to be top priority right
		now.

			    STUCKEY
		But, Edward...

			    EDWARD
		Do it.

	Edward hangs up and takes a long look at Vivian.  She moves
	to him.

			    EDWARD
			(looks at his watch)
		You're on your own now, Vivian.
		I've got to get to work.  Be
		sensible and you can keep
		everything.  Spend too much and
		it all goes back.

	Vivian hugs him again.

	EXT. RODEO DRIVE - DAY

	Vivian walks along Rodeo Drive.  She looks lovely in the pink
	dress and new, white shoes.  A pretty, white hat is the final
	touch.  She carries a bag containing her old clothes.  She stops
	at a trashcan and ceremonially throws the offending items away.

	INT. TORIE STEELE BOUTIQUE - SHOPPING MONTAGE

	We SEES Vivian in each department within the store with
	different SALESPEOPLE.  She happily and confidently tries on
	a variety of dresses, hats, shoes, accesarries, etc.

	1)  Vivian is in a dressing stall.  She tosses a dress out
	to a waiting SALESWOMAN.

			    VIVIAN
		Not me!

	2)  A SALESWOMAN holds a long, purple evening gown.

			    VIVIAN
			(imitating Bridget)
		Horrid!

	3)  Vivian is admiring a pair of beautiful suede dress pumps.
	Her attention is drawn to the SALESMEN'S exotic hand-painted
	tie.

			    VIVIAN
		Where'd you get your tie?

	4)  Vivian stands in front of an enormous tie rack with the
	Salesman, a dozen wild, swirling designed ties are hanging over
	his outstretched arm.  Vivian picks out the brightest one and
	smiles.

	EXT. RODEO DRIVE - DAY

	Vivian's arms are filled with clothing boxes and bags.  She
	feels like she owns the block.  A well-dressed MAN passes by,
	smiling politely.  Vivian's nose lifts as she happily ignores
	him.

	Suddenly Vivian stops.  She's about to pass the shop she was
	thrown out of.  Vivian takes a breath and enters the shop.

	INT. BOUTIQUE - DAY

	Vivian enters.  The moment she steps through the door, Vivian's
	courage leaves her.

	The saleswoman is waiting on a CUSTOMER.

			    SALESWOMAN
			(to the customer)
		Isn't this lovely?  I think it
		would look wonderful on you.

	Vivian musters her courage.  She takes a deep breath and starts
	forward.

			    SALESWOMAN
			(to her customer)
		Would you like to try it on?

			    VIVIAN
		'Scume me.

	Both the saleswoman and her customer look up.  The saleswoman
	smiles pleasantly.

			    SALESWOMAN
		Yes?

			    VIVIAN
		Do you remember me?

			    SALESWOMAN
		No, I'm sorry, I don't.

			    VIVIAN
		I was in here yesterday.

	Vivian slowly raises her middle finger.  The recognition starts
	to dawn in the saleswoman's eyes.  Vivian's courage begins to
	return.

			    VIVIAN
		Yeah.  That's right.  It's me.
		I want you to know something.
		You made me feel terrible. I
		wasn't dressed right and you said
		I didn't belong here.  Well, I
		do.  You're the one that was
		wrong, not me.  And I want to tell
		you something else.  I'm never
		gonna shop here again as long as
		I live.

	And with that, Vivian turns and walks out.

	The saleswoman is stunned.  A beat.  The customer thrusts the
	dress into the saleswoman's arm as if offended by Vivian's
	speech and leaves the store also.

	INT. HOTEL LOBBY - DAY

	Mr. Thomas looks up from the desk.  And stares.  Vivian and a
	BELLHOP stroll through the hotel entrance and across the hotel
	lobby to the elevator.  The bellhop's arms are packed with boxes
	and shopping bags.  Mr. Thomas can't help it.  He smiles to
	himself.

	INT. PENTHOUSE LIVING ROOM - DAY

	Vivian opens the front door for the Bellhop who carries in her
	packages.  She motions for him to place them on the couch.  He
	does.  Vivian happily tips him with a five dollar bill.  He
	exits.  The door closes.

			    VIVIAN
		Wheee!!!

	Vivian does a giddy spin and falls onto the couch.

	INT. BROKERAGE HOUSE MEETING ROOM - DAY

	Stuckey enters.  Edward is standing at the end of a long
	meeting table.  He is serving himself coffee from a tray.

			    STUCKEY
			(gloating)
		You were right.  Kross mortgaged
		everything he has down to his
		grandson's college tuition to
		secure loans from a bank.  Not
		just any bank.  One we do business
		with.

	Edward just sips his coffee.

			    STUCKEY (cont'd)
		It goes without saying that your
		business means a great deal more
		to them than our friend Kross's.
			(a beat)
		All you have to do is make a call.

	Edward is silent.  Stuckey is again surprised.

			    STUCKEY
		Excuse me for saying this but what
		is wrong with you this week?
		First, you go soft on the pension
		funds.  Now, you're giving him
		the chance to get away?  As of
		two minutes ago, you are committed
		to the tune of over fifty million
		dollars --

			    EDWARD
		Come on, Bill, don't talk to me
		about how much money's involved.
		It's my money.

			    STUCKEY
		And some of it's mine.  Edward,
		his jugular's exposed.

	Edward hesitates.  Then:

			    EDWARD
		Get the bank on the phone for me.

	INT. PENTHOUSE - EVENING

	Edward enters.  He closes the door.  He turns.  And stops.  A
	beautiful, candlelit, food laden table has been set up in the
	middle of the room.  Champagne and wine chills in a bucket.
	A fire burns in the fireplace.  Music is playing.

			    VIVIAN (O.S.)
		Hi.

	Edward turns.  And stares again.  Vivian stands in the bedroom
	doorway.  She is wearing an exquisite silk dressing gown.  She
	looks incredibly beautiful.

			    VIVIAN
		I thought maybe you'd like dinner.

			    EDWARD
		Thank you.  I would.
			(he fingers her dressing
			 gown)
		Nice.

			    VIVIAN
		Wait till you see what I have
		on underneath.

			    EDWARD
		Please.

	She opens the dressing gown.  What she has on underneath is
	absolutely nothing.  Edward crosses to her.  Taking her in his
	arms, he lifts her up and kisses her breasts.

			    VIVIAN
		What about dinner?

			    EDWARD
		Dinner can wait.

	INT. PENTHOUSE BATHROOM - NIGHT

	The bathroom is lit by candles.  Vivian and Edward are in the
	marble tub.  Vivian sits behind Edward.  She lazily washes his
	shoulders and back with a large sponge.

			    VIVIAN
		You always been rich?

			    EDWARD
		No.

			    VIVIAN
		Seems like it.  I guess it's easy
		to get used to, huh?

			    EDWARD
		Easier than learning how to be
		poor.
			(a moment; and then:)
		My father's family was wealthy.
		When I was young there were cars
		and houses, private schools,
		nannies.  But then my father
		divorced my mother to marry
		another woman.  And he took his
		money with him.

	Silence.

			    VIVIAN
		Keep talkin'.  I like hearin'.

			    EDWARD
		Not much to tell.  I went to
		public school.  Went to
		university on scholarship.  Went
		to work for an investment firm.
		In eight years I owned it.
			(and then; growing very
			 quiet)
		My father was chairman of the
		board of the third company I ever
		went after.  I swallowed that
		company and shit out the pieces.
		One of the pieces was him.

	Vivian softly traces small patterns on Edward's shoulders with
	a finger.

			    VIVIAN
		You still mad at'm?

			    EDWARD
		He died a long time ago.

	She gently rests her head on his back.

	EXT. HOTEL ROOM - DAY

	PANNING BELLIES  People are sunbathing by the pool.
	Overweight... lobster red... old and stretch-marked... fishy
	white... and then gorgeous.  The gorgeous is Vivian.  She is
	wearing a miniscule bikini and sunglasses.

			    WAITER (O.S.)
		Miss Vivian?

	She looks up.  A young WAITER, looking a little dry-mouthed at
	the sight of her, is holding a telephone.

			    WAITER
		You have a call.  Mr. Harris.

			    VIVIAN
			(taking the phone)
		Hi, baby.
			(a moment)
		I'll be ready.  Bye.

	She hangs up.  She looks at the Waiter, confused.

			    VIVIAN
		What do you wear to polo?

	EXT. THE LOS ANGELES EQUESTRIAN CENTER - LATE AFTERNOON

	Horses and riders crash and careen on the playing field.  An
	enthusiastic crowd cheers.

	DOWN OFF THE EDGE OF THE FIELD

	a tailgate party using Cadillacs and Rolls Royces is in
	progress.  Horses and riders thunder by a crowd of very
	well-dressed, successful-looking people -- celebrities, execs,
	socialites, aficionados -- most of whom ignore the game.  They
	are there to see and be seen much more than to watch a polo
	match.

	EXT. EQUESTRIAN CENTER - LATER AFTERNOON

	Vivian and Edward make their way towards the party.  Edward is
	wearing his new tie.  Vivian is looking very chic and beautiful
	in one of her new outfits.  Not that it's helping -- the place,
	the people, the wealth -- everything here suddenly has her
	overwhelmed.  She suddenly stops.

			    VIVIAN
		You're really pushing it,
		bringing me here.

			    EDWARD
		I think it's exciting.

			    VIVIAN
		What id we run into someone I
		know?

			    EDWARD
		I really doubt anyone here
		frequents Hollywood Boulevard.

			    VIVIAN
		You did.

	A VOICE calls out.

			    STUCKEY (O.S.)
		Edward!

	They turn.  William Stuckey is with a group of people.  He waves
	them over.

			    STUCKEY (cont'd)
		Come on!  Over here!

	Edward takes Vivian's arm and leads her forward.

	EXT. EQUESTRIAN CENTER - LATE AFTERNOON

	Stuckey grins and shakes Edward's hand.

			    STUCKEY
			(looking at Vivian)
		Well, well, well...

	Vivian dislikes this guy on sight.  Dislikes the frosty looking
	woman at his side.

			    EDWARD
		Bill, I'd like you to meet Vivian.

			    STUCKEY
			(holding out a hand;
			 smiling)
		Bill Stuckey, Vivian.  My wife,
		Elizabeth.

			    VIVIAN
		Hi.

	Elizabeth Stuckey stretches her thin lips in a cold smile.

			    STUCKEY
		Lots of fun people here.  Let me
		get you two some champagne.

	He moves quickly away.

			    ELIZABETH STUCKEY
		Excuse me.

	She moves to greet someone else.  Vivian and Edward survey the
	milling CROWD.

			    VIVIAN
			(sarcastic)
		Real genuine guy.

			    EDWARD
		He's good at what he does.

			    VIVIAN
		You could freeze ice on his wife's
		ass.  She anything like your ex?

			    EDWARD
			(a small smile)
		Shall we mingle?

	EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

	A goal is scored.

	IN A SERIES OF CUTS

	Edward watches and guides her, Vivian sips champagne and meets
	and chats and wins over different PEOPLE.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

	A group of PEOPLE.

			    WOMAN
		I simply love your dress, Vivian.

			    VIVIAN
		This old thing?

			    WOMAN
		Of course, a figure like yours
		can wear anything.  You must work
		out constantly.

			    VIVIAN
		I lead a very physical life.

			    OLDER MAN
		Are you into running, Vivian?

			    VIVIAN
		I'm into walking.  I walk a lot.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

	In another group of PEOPLE.

			    ANOTHER MAN
		You look awfully familiar, Vivian.
		Haven't we run into one another
		at the spa in La Costa?

			    VIVIAN
		Well, I do often spa there.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

	Edward and Elizabeth Stuckey watch Vivian laugh and chat with
	a group of WOMEN.

			    ELIZABETH STUCKEY
		Edward, she's marvelous.  Warm
		and witty and down to earth.

			    EDWARD
			(with pleasure)
		She is, isn't she.

			    ELIZABETH STUCKEY
		So unlike your usuals.  Where on
		earth did you find her?

	Edward smiles enigmatically.  Taking an hors d'oeuvres off a
	passing WAITERS's tray, he starts forward.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

			    A WOMAN
		We're good together.  He has to
		admit it.  I've been just what
		he wants me to be.  I say the
		right things, I know the right
		people, I give wonderful parties.
		No question, no arguments, no
		embarrassments.  It works for both
		of us.

	That makes Vivian think.  And then she smiles as she sees Edward
	approaching.  Vivian moves to him.

			    VIVIAN
		Edward, these women here, I don't
		think any of'm like the guys
		they're with.  They're just into
		it for the money.

			    EDWARD
		I'm sure that's true for some of
		them.

			    VIVIAN
		I thought I was the pro.  These
		women make me feel like an
		amateur.

			    EDWARD
			(a beat)
		Ready to stomp sod?

	EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

	IN A SERIES OF SHOTS TO MUSIC

	The CROWD engages in sod stomping.  They drink champagne.  They
	make a dance out of it.  They laugh.  Shoes get stuck in the
	mud.  It's ludicrous -- these people in their suits and fancy
	clothes, replacing divots and stepping over the horse shit.
	In a corner of the field, grazing horses stare, seemingly in
	disbelief.

	Vivian is having a wonderful time.  And then, as she moves
	towards the outside of the crowd she sees someone staring at
	her from over among some of the riders and grazing horses.
	David Kross smiles at Vivian.  She hesitates... and then she
	crosses towards him.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

			    DAVID KROSS
		Hi.

			    VIVIAN
		Hi.  I never thought stomping
		in grass could be so much fun.

			    DAVID
			(laughs)
		I like your hat.

			    VIVIAN
		Huh?  Oh... yeah.  S'okay?
			(pleased; a moment)
		Uhm... how're... business things
		going.

			    DAVID
		Let's not talk about it, it's too
		depressing.  Come on, I'll show
		you Thunder.

			    VIVIAN
		Please, we hardly know each other.

			    DAVID
		Thunder's a horse.  Come on.

	EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

	They approach the sweating mount.  David Kross caresses the
	horses muzzle.

			    DAVID
		Hey, big guy, you getting tired,
		yet?  I am.  This is Vivian.
			(a beat; and then:)
		You two been together long?  You
		and Edward?

			    VIVIAN
		No.

			    DAVID
		Hope to be?

	To Vivian's surprise, the question causes a pang inside.

			    VIVIAN
		It's... it's not like that.

			    DAVID
		I see.  Well.  Maybe that means
		you'd have lunch with me sometime
		then.

	Vivian is suddenly silent.  She looks away.

			    DAVID (cont'd)
		I'm sorry, am I being too forward?

			    VIVIAN
		You don't know anything about me.

			    DAVID
		I'd like to find out.  You don't
		know anything about me either.
		That's why people have lunch.

	But something holds Vivian back, a feeling.

	EXT. EQUESTRIAN CENTER - IN THE CROWD - LATE AFTERNOON

	William Stuckey turns... stops... stares.  He sees Vivian and
	David Kross standing together.  He stares, his mind racing, and
	anxious, angry look on his face.

	EXT. EQUESTRIAN CENTER - LATE AFTERNOON

	Stuckey has Edward off to the side.  He is talking to him in
	a low, earnest voice.

			    STUCKEY
		Fill me in on this.  How'd you
		and Vivian meet?

			    EDWARD
		We just did.

			    STUCKEY
			(grinning)
		Come on, you can tell me.  I sure
		would like to know where a guy
		runs into a girl as attractive
		as this.

			    EDWARD
		The night I left your house, I
		was lost.  I was looking for
		directions.

			    STUCKEY
		And you just happened to run into
		her.  Great.  What's she do?  She
		work?

			    EDWARD
		Yes...

			    STUCKEY
		Doing what?

			    EDWARD
		Vivian's in sales.

			    STUCKEY
		Sales, really?  That's great.
		What does she sell?

	Edward's eyes narrow.

			    EDWARD
		Why do you want to know?

			    STUCKEY
		Hear me out.  I've known you a
		long time.  I see a difference
		in you this week.  Like that tie.
		I'm suddenly wondering if this
		girl's not the difference.
		Especially when I see her talking
		with David Kross.

	EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

	Vivian turns away from the bar, now holding two glasses of
	champagne.  She scans the crowd for Edward.

	EXT. EQUESTRIAN CENTER - ANGLE ON EDWARD AND STUCKEY

			    EDWARD
		She met him at dinner last
		night... I like this tie.

			    STUCKEY
		So now they're best friends?
		Edward, this girl appears out of
		nowhere and now I see her talking
		to a guy whose company we're
		trying to buy.  It's too
		convenient.

			    EDWARD
		You're being ridiculous.

			    STUCKEY
		Industrial espionage is not
		ridiculous.  Edward, how do you
		know she hasn't attached herself
		to you so she can bring Kross back
		information?

			    EDWARD
		Christ, Bill, she's not a spy,
		she's a hooker.  I picked her up
		off Hollywood Boulevard.

	EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

	as she hear loud sudden LAUGHTER.  She turns.  She sees that
	it's Stuckey laughing.  Smiling, Vivian starts towards them with
	two glasses of champagne.

	EXT. EQUESTRIAN CENTER - ANGLE ON STUCKEY AND EDWARD

			    STUCKEY
		I swear to God, you are the only
		millionaire I ever heard of who'd
		go looking for a goddam bargain
		streetwalker!

	Edward sees Vivian coming.

			    EDWARD
		Let's drop it, shall we?

	Edward turns.  He smiles gently as Vivian quietly approaches
	and hands him his glass of champagne.

	A group of BUSINESSMEN are standing a short distance away.
	One of them calls out:

			    MAN
		Edward!  May we have your opinion
		on something?

			    EDWARD
			(to Vivian and Stuckey)
		Excuse me a moment.

	He moves to join the group of men.  Stuckey gives Vivian a
	broad smile.

			    STUCKEY
		Having a good time, Vivian?

			    VIVIAN
		Yeah.  Thanks.

			    STUCKEY
		All this must be quite a change
		from Hollywood Boulevard.

	Vivian looks as if she's been struck.

			    VIVIAN
		What?

			    STUCKEY
		It's okay.  Edward told me.  Your
		secret's safe with me.

	Stuckey runs his hand up her arm.

			    STUCKEY (cont'd)
		What do you charge, Vivian?
		Maybe you and I could get together
		after Edward leaves.

			    VIVIAN
			(forcing a bitter smile)
		Yeah.  Sure.  Why not.  Call me
		at the Regent Beverly Wilshire.

			    STUCKEY
		I just might do that.

	He moves away.  Vivian turns.  Edward looks up from his
	conversation, sees her looking at him.  He smiles, raises his
	glass in a small toast.  A moment.  Vivian toasts him back.

	INT. PENTHOUSE - NIGHT

	They enter.  Edward switches on a light.  Vivian comes down the
	steps into the room.  Edward follows after her.

			    EDWARD
		You're awfully quiet.  You haven't
		said a word since the party.

	As Edward touches her shoulder, Vivian suddenly spins and
	explodes with anger.

			    VIVIAN
		You asshole!  I can't believe what
		a --!

			    EDWARD
		Vivian, what the --

	Tears well in Vivian's eyes as she yells at him.

			    VIVIAN
		Clean the slut up, take her out,
		huh?!  What are you trying to
		prove!?  I'm not a piece of meat
		for you to offer to your friends!

			    EDWARD
		I don't know what you're talking
		about.

			    VIVIAN
		I've been with stinking old men
		who've made me want to puke but
		I've never had anyone make me feel
		as dirty as you did tonight.

			    EDWARD
		Would you please calm down.  Tell
		me what happened.

			    VIVIAN
		Stuckey!  He wants an
		"appointment" with me after you
		leave.  You my pimp now or did
		he think that up on his own?

	Edward looks guiltily away.

			    EDWARD
		What was I supposed to do?
			(a beat)
		I told the truth.  Why should the
		truth upset you?  It's not as if
		you're from a convent.

			    VIVIAN
		I want my fucking money.  I'm
		getting out of here.  I don't want
		anything more to do with you.

			    EDWARD
		Can we talk about this?  Can you
		just try to calm down?

			    VIVIAN
		Your goddamned friend, he thinks
		the only reason I'm with you is
		for the money.

	A tear falls from Vivian's eyes.

			    VIVIAN
			(defiantly)
		Well, it's true.  Just pay me
		what you owe me and I'm gone.

			    EDWARD
		Vivian...

			    VIVIAN
		Pay me!  Before I pick up this
		chair and smash your face in.

			    EDWARD
		Fine.  I'm only here a couple
		of more days and I'm not going
		to spend them fighting with you.

			    VIVIAN
		Fuck off.

			    EDWARD
		I'll call you a cab.  If you want
		the clothes, pack them up.

	Vivian stands quietly for a moment.  And then she turns and
	walks into the bedroom.

	INT. PENTHOUSE BEDROOM - NIGHT

	Vivian starts roughly picking up her clothes in the dim light
	of the bedroom.  As she does she starts crying.  With each item
	of clothing the tears come down harder.  Edward appears at the
	doorway.  His face is genuinely concerned.

			    EDWARD
		Vivian... I'm sorry.  I wasn't
		prepared for questions about us.
		It was an idiotic and insensitive
		thing I did.  I should have known
		that it would hurt you.

			    VIVIAN
		I'm not hurt.  It doesn't hurt
		you when somebody pisses on you,
		it just pissed you off.

			    EDWARD
		I really am sorry.

	Vivian lets the clothes fall from her arms.  Sobbing, she stands
	limply.

			    VIVIAN
		You hurt me.

	Edward goes to her and wraps his arms around her shoulders.
	She touches his hand.  He sits on the bed.  He pulls her to him
	and wraps his arms around her, holds her tight.

			    EDWARD
		I'll make it up to you.

	INT. BROKERAGE HOUSE - DAY

	Edward, carrying a briefcase, moves jauntily down a long
	hallway.  Stuckey trails after him.

			    STUCKEY
		This is no time to disappear.
		We're in too far.

			    EDWARD
		Bill?  Stop panicking.  Kross
		isn't going anywhere and I don't
		need to spend the rest of the day
		watching his stock go down.  I'll
		be in the office tomorrow.

			    STUCKEY
		Promise me you'll read those
		contracts by then.

			    EDWARD
		Goodbye, Bill.

	Stuckey stops.  He calls after Edward.

			    STUCKEY
		Shit... By tomorrow, Edward!

	Edward hurries on.

	EXT. REGENT BEVERLY WILSHIRE - DAY

	Edward exits out of his limo and walks to the front doors.

	INT. HOTEL LOBBY - DAY

	Edward smiles, moving jauntily to the elevators.  Mr. Thomas
	at the front desk notices Edward's happy mood.

			    MR. THOMAS
		Good afternoon, Mr. Harris.

			    EDWARD
		Afternoon.

	Edward's attention is taken by the glittering jewelry display
	in the hotel jewelry store window.  He detours from the
	elevators and moves to the window for a closer look.  He thinks
	a moment and enters the jewelry store.

	INT. PENTHOUSE - AFTERNOON

	Vivian comes out of the bedroom into the living room wearing
	an elegant red sequined evening dress.  She looks incredibly
	beautiful.  She sees the phone.  A thought occurs to her and
	going to it, she picks it up.  Waits.

			    VIVIAN
		C'mon, Kit...

	No answer.  She hears someone at the door.  She hangs up.
	Edward enters.  He is carrying a small case.  He stops at the
	sight of Vivian.

			    VIVIAN
		Do I look okay?

			    EDWARD
			(a small smile)
		Hmm... let's see... no, there's
		something missing.

	He holds up the small case.

			    VIVIAN
		What's that?

			    EDWARD
		I don't want you to get too
		excited... these are on loan...
		however...

	Vivian's jaw drops.  Edward is holding a diamond and ruby
	necklace in his hands, holds it as if it might melt if he
	breathed too hard.  Edward behind Vivian, fastens the
	necklace around her neck.

			    EDWARD
		This is made for a princess.
		I think she'd approve of you
		wearing it tonight.  There.
		Come look.

	He leads her to a mirror.  She stares at her reflection.

			    VIVIAN
		Edward, I can't.

			    EDWARD
		Shush.  Of course you can.

			    VIVIAN
		What if I lose it?

			    EDWARD
		You won't.

			    VIVIAN
		What if someone tries to steal
		it?

			    EDWARD
		I'll guard them and you with my
		life.

	EDT. BURBANK AIRPORT - DAY

	A limo pulls onto the tarmac at Burbank Airport.  A PILOT in
	a leather jacket and sunglasses hurries forward to open the limo
	door.  Edward -- now wearing evening clothes -- and Vivian climbs
	out of the limo.

			    PILOT
		Your plane is ready to go, Mr.
		Harris.

			    EDWARD
		Very good.

			    VIVIAN
		Plane?

	Taking her arm, Edward leads her across the tarmac.

			    EDWARD
		You don't want to go all the way
		to San Francisco in a limousine,
		do you?  I don't.

			    VIVIAN
		Where are you taking me!?

			    EDWARD
		To meet some friends.  Rudolpho,
		a poet... Benoit, a landlord...
		Mimi, a flower maker...

			    VIVIAN
		Huh?

			    EDWARD
		The opera.

	Up ahead is a waiting private jet, its engines already HUMMING.
	She is speechless.  Edward grins, loving the look on her face.

	EXT. BURBANK AIRPORT - DAY

	The corporate jet takes off down the landing strip.

	INT. CORPORATE JET - DAY

	Edward and Vivian are alone in the passenger lounge of the jet.
	Vivian can't believe the cabin.  It is a comfortable room
	featuring a long couch that curves across two walls, built in
	bar, television and stereo.  Edward is once again, going over
	papers.

			    VIVIAN
		I've never been on a plane
		before.

			    EDWARD
		I'm glad you like it.  Now be
		quiet, I've really got to read
		these.

	Vivian fluffs her hair up.  She makes a happy, excited growling
	sound -- Rrrrr!  A wicked gleam comes to her eye.

	She walks over to Edward and stands in front of him.  He looks
	up.  She parts the thigh high slit in her gown to expose silken
	quarters.  She begins to unfasten the garters one at a time.

			    EDWARD
		Vivian, what do you think you're
		doing?

	Edward watches silk stockings slide down Vivian's lovely legs.

			    VIVIAN
		Being quiet.

	She reaches out and gently caresses Edward's face.  Edward sets
	down his papers.

	EXT. SAN FRANCISCO - SUNSET

	The setting sun casts an incredibly glow over the city and the
	coast.

			    VIVIAN (O.S.)
		You ever been in love with
		anyone?

	INT. CORPORATE JET - SUNSET

	Vivian is at the window, looking out.  She carefully puts her
	earrings back on.  She stares, mesmerized by the skyline, the
	golden gate bridge in the distance.  She turns.  Edward is
	buttoning his shirt.  He is silent.

			    VIVIAN
		Sorry.  You're not paying me to
		ask you question like that.

			    EDWARD
		Vivian.  I'm paying you to be
		you.  Be you.
			(a beat)
		Have you?  Ever been in love with
		anyone?

			    VIVIAN
		You mean, besides Elvis?
			(turning back to the
			 window)
		I'm a human being.  Sure.  Once.
		First time I ever ran away from
		home, I got as far as Atlanta.
		I met this boy.  He'd been with
		his parents on their way to
		Chicago.  They stopped at a gas
		station.  He went to the john.
		When he came back they'd split.
		We sorta started looking out for
		each other.  Aw, he was sweet.
		And boy, was he good looking,
		y'know, dark hair and eyes.
		The chicken hawks were on him all
		the time.  He hated that.
		Sometimes we'd find a safe place
		to crash nights and we'd curl up
		together and we'd talk about all
		these crazy things.  The two of
		us getting married someday.
		Having kids.  Stupid stuff.

			    EDWARD
		What happened to him?

	A moment.  Vivian shrugs.

			    VIVIAN
		My father found me.  Dragged me
		home.  I don't know why, he never
		seemed to like me much when I was
		there.
			(a bitter smile)
		'Cept when he was drunk, then he
		liked me a whole lot.
			(a moment)
		I made it back to Atlanta a year
		later.  Andy was gone.

	Silence.  Vivian stares out the window.

			    VIVIAN
		Aw, but things sure look fine
		when you're sitting way up high.

	Edward moves close to Vivian and putting an arm around her
	shoulders, stares with her out at the view.  Vivian rests her
	head against him.

	EXT. SAN FRANCISCO OPERA HOUSE - NIGHT

	An airport limo pulls to a stop in front of the San Francisco
	Opera House.  The DRIVER walks around back and opens the
	passenger door.  Edward emerges and helps Vivian out.

	INT. S.F. OPERA HOUSE LOBBY - NIGHT

	Edward puts his hand on Vivian's elbow as they walk through
	the elegant lobby.

			    EDWARD
		Some people say that opera is an
		acquired taste, but I don't
		believe it.  You can always tell
		when someone goes to the opera
		for the first time.  They either
		love it or hate it.  Those who
		love it will always love it; those
		who hate it might come to
		appreciate it, but they'll never
		truly love it.

	Vivian is wide eyed as they walk past a beautifully lit
	fountain with several graceful statues in its center.
	Everywhere she looks she sees elegantly dressed WOMEN and
	prosperous looking MEN.  It makes her nervous.  Without
	realizing it, she raises a protective hand up to her necklace.
	She looks as if she suspects someone is going to step up and
	steal it.

			    EDWARD
		Viv?  I really doubt if anyone
		here is going to try and grab it.

	Vivian reluctantly lowers her hands.

	INT. S.F. OPERA HOUSE LOBBY - ANOTHER ANGLE - NIGHT

	A crowd of PEOPLE mill around the lobby, heading toward their
	seats.  Vivian is aware of the looks she draws as she passes
	-- curious, even envious looks from the WOMEN, appreciative
	glances from the MEN.  Her hands again rises nervously to her
	necklace.

			    EDWARD
		They all think you look very
		beautiful, Vivian.

	Vivian gives him a grateful look.  Relaxing, she lowers her hand
	from the necklace.  With a flourish, he offers his arm.  She
	takes it.  They start forward.

	INT. S.F. OPERA HOUSE BOX - NIGHT

	Edward and Vivian take their seats in a box high above the
	stage.

			    VIVIAN
		If it's in Italian, how will I
		know what they're saying?

			    EDWARD
		I'll whisper some of the main
		parts of the story to you.  But
		you'll be surprised how much you
		understand.  The music conveys
		the story more powerfully than
		any words.

			    VIVIAN
		But don't they have it in
		English?

			    EDWARD
		Vivian, don't be afraid of what
		you don't know.  That's the fun
		of it.

	The lights dim.

			    VIVIAN
			(resigned)
		Okay.  Even if I hate it, I'm
		glad you brought me.

	The orchestra begins to play.  Vivian's eyes focus intensely
	on the stage, as if a new world is about to be revealed to her.

	INT. S.F. OPERA HOUSE STATE - NIGHT

	IN A MONTAGE OF IMAGES AND MUSIC - LA BOHEME is performed.

	The lights from the stage dance across Vivian's face.  Edward
	leans over to translate the tenor's aria.

			    EDWARD
		What am I?  I am a poet.  Not
		a man of wealth but one rich in
		dreams.  You have come to replace
		my vanished dreams.  I dwell now
		only in your eyes.

	The MUSIC ebbs and swells.  The sets and costumes change.  The
	story continues.

	Edward again leans close to Vivian.

			    EDWARD
		And now she asks Rudolpho if he
		still thinks her beautiful --

	Vivian raises a hand and gently covers Edward's mouth.  Her eyes
	are fixed on the stage.  She doesn't need his help.

	The emotions building inside Vivian swell as the music is
	reaching its tragic climax.  Her lips tremble.  Her eyes fill
	with tears.  Edward glances at her.  He studies her a long
	moment, watching the emotions play unashamedly across her face.
	Strangely moved, he takes Vivian's hand.

	As the opera ends, they are both swept away by it.

	INT. S.F. OPERA HOUSE BOX - NIGHT

	As the lights come up, Vivian wipes off her tear-ruined
	mascara.  She sighs, happy.  The WOMEN in the next box smile
	at her.

			    OLDER WOMAN
		Did you enjoy the opera, dear?

			    VIVIAN
			(tearfully)
		It was so beautiful I just about
		pissed my pants.

	Edward smiles at the now shocked looking Older Woman and he
	and the still misty Vivian exit.

	INT. CORPORATE JET - NIGHT - LATER

	Edward and Vivian sit side by side.

			    EDWARD
		If you'd gone on about how much
		you liked it, I'm not sure I'd
		have believed you.

			    VIVIAN
		I more than liked it.

			    EDWARD
		I know.  I'm glad.

			    VIVIAN
		Did you?

			    EDWARD
		Yes.  I've never enjoyed it more.
		Thank you.

	Vivian looks at him a moment.  And then, leaning slowly forward
	she kisses him gently on the mouth.  He looks at her surprise.
	He puts his arms around her and kisses her back.  It is the
	first time they've kissed and they make it very special.

	EXT. CORPORATE JET - NIGHT

	The plane flies in the night.  Back to L.A.

	INT. REGENT BEVERLY WILSHIRE PENTHOUSE BEDROOM - NIGHT

	IN A SERIES OF CROSS FADES Edward and Vivian make love.
	Equally giving, equally taking.  No masks, no shields.

	INT. PENTHOUSE BEDROOM - NIGHT - LATER

	In the darkened bedroom, Edward and Vivian lie together.
	Edward cradles Vivian.  Her back rests against his chest.  His
	arm is over her body.

	She takes Edward's hand in her hands and carefully examines
	it; marveling at the fingers, the tiny hairs on the back.  She
	gently kisses the palm.

			    VIVIAN
		Love you...

	She clutches Edward's hand tightly to her breast.  She closes
	her eyes, ready to sleep now.

	INT. PENTHOUSE BEDROOM - ANGLE ON EDWARD - NIGHT

	His eyes open.  Vivian's whispered endearment has filled with
	him with sudden confusion and uncertainty.  He stares into the
	dark, wondering what to do with the woman in his arms.

	INT. PENTHOUSE - OUTDOOR PATIO - MORNING

	The phone rings.  Edward immediately reaches out and picks it
	up.  He is dressed in a robe.  Breakfast is on the umbrella'd
	table in front of him.

			    EDWARD
		Yes?

	INT.  STUCKEY'S HOME - LIBRARY- MORNING - INTERCUT

	Stuckey, not even dressed yet, paces around his desk.

			    STUCKEY
		Did I wake you?

			    EDWARD
		I'm up.

			    STUCKEY
		I had to call.  I jus got off
		the phone with James Kross.  Get
		this.  He wants to see you.
		Today.

			    EDWARD
		Why?

			    STUCKEY
		He wouldn't say.  Edward... I
		think we got him.  His nuts are
		on the block and we got him.
			(silence)
		You there?

			    EDWARD
		Give me twenty minutes.

			    STUCKEY
		We'll be there.  Listen, if he's
		really caving in, we'll go from
		there down to the office.  I want
		him to commit his stock to us this
		morning.

	Edward hangs up.  His mind seems on other things.  He rises.

	INT. PENTHOUSE BEDROOM - MORNING

	Vivian is still asleep.  She is face down on the bed, the
	sheets just covering her to her waist.  Edward stares down at
	her.  He gently reaches out and runs a finger down the soft line
	of her spine.  Vivian murmurs contentedly.

			    VIVIAN
		Mmm.
			(opening her eyes;
			 looking at him)
		Hi.

	Edward smiles at her softly.  And then:

			    EDWARD
		Better get dressed.  We're having
		guests.

	INT. PENTHOUSE BEDROOM - DAY

	Vivian is wearing her yellow dress.  She stares at herself in
	the bedroom mirror.  Her hair... her make-up... she realizes
	how different she is now, realizes that she likes it.

	Edward comes out of the bathroom.  He crosses to the closet
	for a tie.

			    VIVIAN
		Here.  Let me.

	She comes over, starts to tie his tie for him.  He is very
	aware of the closeness of her.  She smiles at him.  He smiles;
	puts his hand on her stopping her for a moment.  Looking up,
	she sees that he is serious now; no more jokes.  He releases
	her hand.

			    EDWARD
			(quietly)
		One more night and you're finally
		rid of me.

			    VIVIAN
		Yeah, you've been pretty tough
		to take.

			    EDWARD
		I have to go to New York
		tomorrow.

	Vivian says nothing.

			    EDWARD (cont'd)
		But I'll be back in Los Angeles.
		Soon.  I'd like to see you again.
		I thought we could work out
		something... An arrangement.

	Vivian is silent.

			    EDWARD (cont'd)
		I'll get you an apartment, buy
		you a car --

	Vivian sighs, letting something go inside.  Finished with his
	tie, she turns away.

			    EDWARD (cont'd)
		What is it?

			    VIVIAN
			(not unkindly)
		What else?  You gonna leave some
		cash by the bed when you pass
		through town?

			    EDWARD
		It wouldn't be like that.  I want
		to get you off the street.  You'll
		have a different kind of life.
		What's wrong with that?

			    VIVIAN
		I'm sorry.  That's very sweet,
		Edward, and I know you mean it...

	She is silent.

			    EDWARD
		Vivian, I've thought about this
		a lot.  This is the best solution.

			    VIVIAN
			(shakes her head "no,"
			 then continues tying
			 his tie)
		When I was a little girl, my
		mother locked me in the attic when
		I was bad, which was pretty often.
		I'd stare out the window up there
		and make believe I was a princess
		trapped in the tower by the wicked
		queen.  Then suddenly a knight
		on a white horse with his bright
		colors flying would ride up.
		Rescue me from the tower, and then
		we'd ride off... but never, ever
		in all the times I had that dream
		did the knight say, "Come on baby,
		I'll put you up in a great condo."

	She finished his tie.

			    EDWARD
		Vivian, life's not a fairy tale.

			    VIVIAN
			(softly; to herself)
		I know.
			(a beat)
		Hey, don't mind me.  I'm being
		stupid.
			(more)
		I'll think about it, okay?  It's
		a real good offer for a whore.

			    EDWARD
		I've never treated you like a
		whore.

			    VIVIAN
			(not mean)
		You just did.

	The doorbell suddenly rings in the living room.

	INT. PENTHOUSE LIVING ROOM - DAY

	Edward enters the living room.  Vivian slowly enters behind
	him.  Edward opens the front door.  Mr. Kross slowly enters.
	He looks very old and tired; so much so that Edward has to mask
	his surprise.

			    KROSS
		Mr. Harris.

			    EDWARD
		How are you, Mr. Kross.

			    KROSS
		Not bad for a man who hasn't
		slept in four nights.  I'll get
		used to it.

	An angry, reluctant looking David Kross is behind his father.
	Stuckey brings up the rear.  Edward and David give one another
	perfunctory nod.  Stuckey smugly winks at Edward.  Edward closes
	the door and leads them all down the stairs.

	Vivian is very troubled at Kross's appearance.  He gently nods
	at Vivian.

			    KROSS
		Young lady.

			    VIVIAN
		Hello.
			(to David)
		Hi.

			    DAVID
		Hello, Vivian.

			    STUCKEY
		Let's not waste time here, shall
		we?  Mr. Kross, you said this
		morning, you wished to speak with
		Mr. Harris.  Mr. Harris is now
		listening.

	Kross has to fight down his humiliation at Stuckey's tone.  He
	turns to Edward.

			    KROSS
		Yes.  I'm here to tell you that
		I've reconsidered my position on
		your acquisition offer.

			    EDWARD
		Expected... offer.

			    KROSS
		Of course, yes.  After the
		expected filing period is over,
		I'm going to recommend to the
		board that we accept your bid.

			    EDWARD
			(a moment)
		You're making the right decision,
		sir.

	Stuckey glances triumphantly at Edward.  He is surprised to
	see that there doesn't seem to be any victory in Edward's face.
	Edward is silent.  Kross interprets his silence as second
	thoughts.

			    KROSS
		I'll see you on one condition.
		I'm not so concerned for me but
		the people who have worked for
		me...

	Vivian is disturbed watching this tired looking man.

			    STUCKEY
			(quickly)
		They'll be taken care of.  Won't
		they, Edward?

	Kross ignores Stuckey.  He looks to Edward.  Edward slowly
	nods.

			    KROSS
		I'll sign anything you want then.

			    STUCKEY
		Today.

	Kross nods tiredly.  His voice is very soft.

			    KROSS
		Today.

	Vivian abruptly turns and disappears into the bedroom,
	obviously upset.  The men all watch her go.  Edward hesitates.
	He turns to Kross:

			    EDWARD
		Excuse me, please?

	He heads to the bedroom.

	INT. PENTHOUSE BEDROOM - DAY

	Vivian is sitting on the bed, on the phone.

			    VIVIAN
		Hello.  Is Kit DeLuca there?
		When she comes in will you have
		her call Vivian Wells at 560-30000.
		Yes.  Okay.

	She hangs up as Edward comes in.

			    VIVIAN
		What did you do to him?

			    EDWARD
		What do you mean?

			    VIVIAN
		Last time I saw him he was this
		strong guy.  Now he's beaten.
		And you liked him.

			    EDWARD
		Vivian, I want you to listen to
		me.  The man realized that it
		would be better for his future
		and his son's future, if he
		cooperated.

			    VIVIAN
		Right.

			    EDWARD
		It's not your concern.  It's...
		business, that's all.

			    VIVIAN
		Business.

			    EDWARD
		Yes.  The man made a business
		decision.

			    VIVIAN
		It's all just business to you.
		Him.  Me.  Your life.
		Everything's business.

			    EDWARD
		It's what I do for a living.
		It's how I make money.

	Silence.

			    EDWARD
		I'll be back in a few hours.
		We'll talk about this later.

	INT. PENTHOUSE LIVING ROOM - DAY

	Edward enters the living room.  The men look at him
	expectantly.

			    EDWARD
		We'll continue this down at the
		office.

	He heads for the door.

	EXT. PENTHOUSE PATIO - DAY

	Vivian stands at the railing, unhappily looking out at the city
	beyond.  The phone RINGS.  She turns and hurries inside.

	INT. PENTHOUSE LIVING ROOM - DAY

	Vivian answers the phone.

			    VIVIAN
		Lo?

	INT. HOTEL LOBBY - DAY - INTERCUT

	Mr. Thomas is standing behind the front desk, a rather strained
	expression on his face.

			    MR. THOMAS
		Barnard Thomas here.  Miss
		Vivian, I wonder if you might come
		down to the front desk.  There's
		someone here to see you.

			    VIVIAN
		Me?

			    MR. THOMAS
		I'd send them up, but sadly, I
		don't trust the young lady to find
		you on her own.

	A hand reaches out and wrenches the phone away from Mr. Thomas.
	Kit, heavy make-up, skimpy outfit, chewing gum, cigarette and
	all, keeps her voice just below a bellow.

			    KIT
		Viv?  Where are you, babe?
			(glaring at Mr. Thomas)
		The sphincter-police won't let
		me through.

	INT. HOTEL LOUNGE - DAY

	Kit finishes slurping on a big, frosty ice cream soda.  She
	smacks her lips like a happy, little girl.  Vivian isn't having
	anything.

			    VIVIAN
		Yes, I'm glad you're clean but
		I've been calling and calling.

			    KIT
		Was that you?

			    VIVIAN
		Who did you think?

			    KIT
		Carlos.  I still owe him two
		hundred bucks...

			    VIVIAN
		Kit, I left that money for you
		days ago.

			    KIT
		Yeah.  I just got it.

	An OLDER COUPLE walk past the table.  They stare at Kit.

			    KIT
		Fifty bucks, grampa.  For
		seventy-five, the wife can watch.

	Horrified, the elderly couple hurry away.

			    VIVIAN
		Kit...

			    KIT
		Everybody keeps starin' at me.

			    VIVIAN
		Yeah... I know what you mean.

			    KIT
		What do you know?  You look good.
		All dressed up.
			(meaning it)
		You clean up real nice.
			(giggling)
		You sure don't fit in down on
		the Boulevard, lookin' like you
		do.  Not that you ever did anyway.

			    VIVIAN
		You think I fit here where they
		just about chew your food for you?

			    KIT
		Where do you fit?

	Vivian is silent, then.

			    VIVIAN
			(suddenly)
		I kissed him, Kit.  On the mouth.

			    KIT
		Honey, you're not supposed to
		do that.

			    VIVIAN
		I know.  I stopped pretending
		and started liking it with him
		for real.

			    KIT
		Oh, my god, you mean it was good?

			    VIVIAN
			(miserably)
		It was great.

			    KIT
		Dummy.

			    VIVIAN
		He wants to set me up in a place,
		give me some money.

			    KIT
		I pray for that.

			    VIVIAN
			(nods)
		All I'm doing is feeling lousy
		about it.  I don't know what to
		do.  What do I do, Kit?

			    KIT
		Go for the bucks.

			    VIVIAN
		I don't care about bucks.
			(a beat)
		I might love this guy.

			    KIT
		Wow, are you in deep shit.
			(a sigh)
		You know he'll break your heart.

	Vivian is silent again.

			    KIT (cont'd)
		I blame myself here.  First time
		I laid eyes on ya', I knew you
		were too complicated to be a
		whore.

	Vivian nods.  Her face is filled with confusion.

	INT. BROKERAGE HOUSE - CONFERENCE ROOM - DAY

	Edward stands at the window looking out.  There is something
	about his somber demeanor that both reflects the look we've just
	seen on Vivian and suggests the way we saw him at the top of
	the story.

	Jake enters, a pile of papers under his arm.  He begins laying
	them out on the conference table.

			    JAKE
		Congratulations, sir.

			    EDWARD
		What?

			    JAKE
		Mr. Kross is just getting off
		the phone with his stock broker.
		It's finished.  You've won.

	Edward says nothing.

			    JAKE
		Who are you going after next, sir?

			    EDWARD
		Who indeed...

	He turns as Stuckey, James and David Kross, and Vance enter
	the room.  They surround a conference table.  Kross sits, the
	papers laid out in front of him.  Stuckey hands Kross a pen.
	A SECRETARY lays out finger food.  They wait for her to leave
	before they speak.

			    STUCKEY
		If we can get these letters of
		intent out of the way now... Mr.
		Harris and I would like to ask
		you some questions about your
		company.

			    DAVID
		Dad, excuse me, but that's
		inappropriate.  You're under no
		obligation to answer any questions
		at all.

			    KROSS
		Could we at least wait till after
		the filing period?

	Stuckey glances to Edward for help.  Edward is silent; indeed
	it's as if something is twisting inside of him.  Stuckey plunges
	ahead.

			    STUCKEY
		Mr. Harris is preparing a bid
		based on our speculation of the
		corporation's net worth.  The
		price he ultimately pays for your
		father's stock will be based on
		that bid.  The more we know, the
		higher our bid can be.

			    KROSS
		It's in my best interest to
		cooperate, David.

			    DAVID
		If he throws himself on your
		sword, you promise to take care
		of him and his family, huh?

	David stares at him.

			    STUCKEY
		That's unfair!

			    DAVID
		You bed it is.
			(to Edward)
		You're everything he said you
		were.
			(to his father)
		Do what you have to do, Dad.
		Just don't expect me to watch it.

	He exits.  A moment.  Kross looks at Edward with a resigned
	smile.

			    KROSS
		He's young.  He hasn't learned
		how to lose gracefully yet.  I'll
		sign your papers.  And I'll answer
		your questions.  Whatever you
		want.

	He sighs.  He picks up the pen.  He's about to sign.

			    EDWARD
		Stop.  For just a moment.
			(a moment)
		Mr. Kross, I'd like to ask you
		a few questions before you sign.
		You realize that you're a target.
		If you weren't mine, you'd be
		someone elses, correct?

			    KROSS
		Yes.

			    EDWARD
		If you had a... reprieve, what
		would do?

			    STUCKEY
			(quickly)
		I don't think there's any sense
		in --

			    EDWARD
		Let him answer.

			    KROSS
		I... I would take advantage of
		it.

			    EDWARD
		How?

	Kross looks uncertain.  He gropes for an answer.

			    KROSS
		I... I don't know.  There...
		there wasn't time...

			    EDWARD
		I suppose you'd find out soon
		enough that you have assets you
		presently don't seem aware of,
		wouldn't you?  The waste
		processing licenses at that
		abandoned shipyard of yours, you'd
		certainly find out about that.

	Surprise suddenly flares in Stuckey's eyes.

			    STUCKEY
		Oh, my god... Edward, no!

			    EDWARD
		I suppose you'd use them as
		collateral on new loans, wouldn't
		you?

			    STUCKEY
		Have you lost your mind?

			    KROSS
			(to Stuckey)
		Quiet.
			(to Edward)
		Would I get the loans?

			    EDWARD
		This time I imagine you would,
		yes.
			(as if thinking about
			 it)
		Hmm...
			(a moment)
		With all this in mind, Mr. Kross,
		I can't logically make a formal
		bid on your company, can I?

			    KROSS
			(a small smile)
		You'd be initiating a financial
		battle you'd ultimately lose, Mr.
		Harris.

			    EDWARD
		You're very right.  I think the
		best thing we could all do is go
		home.

			    STUCKEY
		What!?

			    EDWARD
		Have a good day, gentlemen.

	He exits from the room.  Stuckey follows.

	INT. BROKERAGE HOUSE - DAY

	Edward is walking down the hall.  Stuckey comes out of the
	office and calls after him.

			    STUCKEY
			(calls)
		Edward, what happened?  What kind
		of move was that?

	Edward silently goes into the elevators.  The doors close.

			    STUCKEY
			(yells)
		Dammit Edward, speak to me.

	Stuckey heads back to the conference room.

	EXT. OFFICE BUILDING - LATE AFTERNOON

	Edward comes out of the building.  His Chauffeur leaps to open
	the limo door.

			    EDWARD
		No... take the car back to the
		hotel.  I need to walk.

	He sets off across Century Park East.

	INT. PENTHOUSE - EVENING

	Vivian is in the living room, pacing, edgy, the doorbell rings.
	She turns.  It rings again.

	She opens it.  Stuckey is standing outside with a small
	briefcase.  He looks agitated.  He tries to hide it.

			    STUCKEY
		Well, well... Hello again.  I'm
		looking for Edward.

	Vivian just stares at him.

			    VIVIAN
		Edward's not back.  I thought
		he was with you.

	Stuckey walks past her and down the steps into the living room.

			    STUCKEY
		No, I'll just have to wait then,
		won't I?

	There is a bar set up.  Stuckey sets his briefcase down.  He
	crosses to the bar.

			    STUCKEY (cont'd)
		Mind if I have a drink?

			    VIVIAN
		No.

	He pours liquor in a glass.  He fires it down.  It seems to
	calm him a bit.

			    STUCKEY
		Do you want to know what he did?
		Do you want to know what the crazy
		son of a bitch did?  He handed
		the whole thing back to Kross!
		On a silver platter.  For no
		reason!  What was he thinking,
		I mean, what was going through
		his goddam head?  Why?
			(pours another drink)
		What was all that benevolent
		crap?  What are we going to
		become, a philanthropic
		foundation?  I'll probably be the
		director of several worthwhile
		charities.

			    VIVIAN
		I think it's great.

	Stuckey glares at Vivian.

			    STUCKEY
		I bet.  A lousy whore and you're
		the gum in a hundred million
		dollar deal.

			    VIVIAN
			(mocking)
		Aw, come on, Bill.  It's just
		business.

	He looks at her a moment.

			    STUCKEY
		But what do I know, maybe you're
		worth it.  Come on, show me.
		Let's see your act.

	He grabs her wrist.

			    VIVIAN
		Get out!

			    STUCKEY
		Don't worry.  I'll pay for it.
		What a you charge?  Huh?  Twenty,
		thirty, fifty bucks, maybe?  Are
		you a fifty dollar whore?

	He tries to kiss her and pulls her down on the couch on top
	of him.

			    VIVIAN
		Are you crazy?

	She bites his hand.  Stuckey slaps her.  Vivian starts flailing
	back.  But Stuckey is too strong.  Vivian staggers back at the
	force of another slap.  Stuckey slams her up against a wall and
	starts rubbing up against her.

			    STUCKEY
		You got a mean streak in you,
		don't you.

	He tries to kiss her again.

			    STUCKEY (cont'd)
		Is that what he likes about you?
		Huh?  Answer me!

	And suddenly a HAND lands on Stuckey's shoulder.  Stuckey turns
	his head, startled.

	INT. PENTHOUSE - REVERSE ANGLE - STUCKEY'S P.O.V.

	Edward, murder in his eyes, belts Stuckey across the room.

	INT. PENTHOUSE - NIGHT - BACK TO SCENE

	Stuckey falls on the ground.  Edward rushes forward, berserk
	with rage, to hit Stuckey again.  His fist hits the top of
	Stuckey's head, hurting Edward's hand more than Stuckey's skull.

	Vivian rushes out of room to bathroom.  Again Stuckey tries
	to rise.  Edward kicks him in the butt, sends him headfirst into
	the bar.  Glasses and bottles CRASH to the floor.  Stuckey again
	tries to rise.  And collapses.  Edward rubs his fist.  They're
	not used to this violence and both stare at each other panting.

			    STUCKEY
		You broke my nose.

			    EDWARD
		I think I broke my hand.
			(a beat)
		You're fired.

			    STUCKEY
		Edward, we've been together ten
		years.

			    EDWARD
		And I don't like what we've
		become.  I'll cover any losses
		you have on this one.  Now get
		out, you asshole!

			    STUCKEY
		All this because of that whore!

			    EDWARD
		Yes.

	Edward pushes Stuckey out the door and throws his briefcase
	after him.

			    STUCKEY
		Edward, think about what you're
		--


	Edward slams the door in his face.  Edward stands there,
	reflecting on what he's done.

			    EDWARD
			(to himself, almost
			 proud)
		Well, I didn't plan that!

	INT. PENTHOUSE BEDROOM - NIGHT - LATER

	Edward holds an icepack to Vivian's cheek.

			    VIVIAN
		Why do guys always know how to
		hit a woman?  Right across the
		cheek, wham, so it feels like your
		eye is gonna explode.  What do
		they do, take you all aside in
		high school and show you how?
		It pisses me off!

			    EDWARD
		Not all men hit.  And no one is
		going to hit you anymore.

			    VIVIAN
		Right.
			(softening)
		You're quite the Sir Galahad
		today, aren't ya'?
			(a beat)
		I heard what you did with Kross.

			    EDWARD
		It was a business decision.

	Vivian looks at him.

			    EDWARD
		I got tired of hating my father.

			    VIVIAN
			(a small smile)
		It was good.

			    EDWARD
		It felt good.

	Edward looks on the bed at her suitcases.

			    EDWARD
		You're packing.

			    VIVIAN
			(nods)
		I'm leaving.
			(a moment)
		Don't ya see?  If I stay with
		you like you want me to, there'll
		always be some guy, your friends
		eve, treatin' me like that...
		thinkin' they're allowed to.  What
		are you gonna do, fight'm all?
		No.  I'll take my money now,
		please.

	A moment.  Edward reaches for his wallet.  He counts out bills.
	He places them in Vivian's suitcase.  He puts his arms around
	Vivian.

			    VIVIAN
		Aw, don't... no...

			    EDWARD
		Stay with me tonight.  Not
		because you're being paid to.
		Stay with me because you want to.

			    VIVIAN
		I do.  I do want to.  That's why
		I'm leaving.
			(turning to him)
		That's what you given me, see?
		I know what I want now.  I want
		a guy like you for real.  Not
		because you buy me things and give
		me money.  The nicest thing you
		ever done for me is hold my hand.
		You gonna give me that?

	Edward is silent.

			    VIVIAN
		I didn't think so.

			    EDWARD
		Vivian...

			    VIVIAN
		It's not your fault.  You're
		right.  Kit's right.
			(looks him right in the
			 eye)
		But I want the fairy tale.

	INT. HOTEL LOBBY - EVENING

	Vivian comes out of the elevators.  A BELLMAN sees her and
	springs forward, reaching for her bags.

			    BELLMAN
		Let me take those, miss.

			    VIVIAN
		Thanks.

	Vivian sees Mr. Thomas behind the front desk.

			    VIVIAN
		I'll be out front in a minute.
		I got a cab comin'.

	The bellman moves away.  Vivian walks to the front desk.

			    VIVIAN
		Hi, Barney!

			    MR. THOMAS
			(looking up)
		Miss Vivian.

			    VIVIAN
		Look I just wanted to say
		goodbye.

			    MR. THOMAS
		Mr. Harris doesn't check out
		until tomorrow.

			    VIVIAN
		Yeah, well, I check out today.

			    MR. THOMAS
		You're not accompanying him to
		New York?

			    VIVIAN
			(lightly)
		Come on, Barney, you and me live
		in the real world.
			(a beat)
		You don't know how to treat a girl
		like anything but a lady, Mr.
		Thomas.

			    MR. THOMAS
		Certain ladies make that very
		easy... Vivian.
			(turning to the desk
		 	 clerk)
		John, call a limousine for our
		guest, please.  Have it take her
		anywhere she wishes to go.  Bill
		the hotel.
			(turning back to Vivian)
		See you again sometime soon.

	Vivian smiles softly at him.  She turns and walks for the door.

	EXT. HOLLYWOOD BLVD. - DAY

	A long silver limo drives down Hollywood Blvd.

	INT. LIMO - DAY

	The LIMO DRIVER pushes the button that rolls down the screen
	between back and front seats.

			    DRIVER
		You're sure this is the right
		street, ma'am?

			    VIVIAN
		Yes. 1312.  It's a big apartment
		building.

	EXT. VIVIAN'S APARTMENT BUILDING - DAY

	The limo pulls to a stop in front of a rundown apartment
	building on a dirty Hollywood side street.  The Limo Driver,
	a large Latino man, steps out of the car and walks around to
	the passenger door.  As he does, he surveys the surroundings
	uncomfortably.  Ths is rough neighborhood.  He opens the door.
	Vivian steps out.

			    LIMO DRIVER
		Maybe I should go with you.  This
		doesn't look like a good place
		for a lady to be alone.

	Several PEOPLE pass.  All of them stare at the car, at the
	driver, at Vivian in her lovely clothes.

			    VIVIAN
		I'll be okay.  I'm home.  Thank
		you.

	The driver, confused, watches her hurry up the steps to the
	apartment building.  He drives off.

	INT. APARTMENT LOBBY - DAY

	Vivian walks toward her apartment.  The Landlord is sitting
	at the front desk in a dirty undershirt.

			    LANDLORD
		Hey, we announce guests here.
		You a relative of somebody?

	Vivian lowers her sunglasses.

			    LANDLORD (cont'd)
		Viv -- is that you?

			    VIVIAN
		Yeah, it's me.

	She keeps walking.

			    LANDLORD
		You lookin' good, Viv'.  Nice
		threads.  I gotta find time to
		shop.

	INT. PENTHOUSE - DAY

	Edward stands at the penthouse window, looking out.  He is
	dressed now, ready for travel.  There is something about his
	expression, his somber demeanor that suggests the way we saw
	him at the very top of the story.  A BELLMAN enters from the
	bedroom, rolling a luggage loaded dolly along in front of him.

			    BELLMAN
		Is that everything, sir?

			    EDWARD
			(turning from the
			 window)
		That's everything.

	The Bellman exits, closing the door behind him.  The phone
	rings.  Edward crosses to it, picks it up.  The Maid comes in,
	looks around.

			    MAID
		The lady, she go?

			    EDWARD
		Yes.  She go.

	INT. HOTEL LOBBY - DAY

	Edward with the Bellhop heads to the front door.  He's leaving.

			    BELLHOP
		Do you have a car taking you to
		the airport, sir?

			    EDWARD
		Yes.

	INT.  VIVIAN'S APARTMENT - BEDROOM - DAY

	Vivian, looking fresh scrubbed without make-up, is wearing
	clean jeans, a nice looking shirt and a suit jacket.  Her
	bureau's are open.  She is packing.  Kit is watching.  She takes
	the photo of her and Kit dressed up hot in hooker clothes and
	packs it.

			    KIT
		So whatta' you going to do in
		San Francisco?

			    VIVIAN
		Get a job and probably go back
		to school.  Figure out what I'm
		gonna be.

			    KIT
		What kind of school?

			    VIVIAN
		School, school.  Regular.  I used
		to get pretty good grades in
		school, you know.

			    KIT
		So did I.  I made it with the
		principal.
			(recites)
		Study hard And get a "B."  Lift
		your dress and an "A" you'll see.

	They both laugh but too hard.

			    VIVIAN
		Want a pair of boots?

			    KIT
		Do I!?  Momma!

	Taking them, she sits on the bed and puts them on.

			    VIVIAN
		You sure you won't come with me?

			    KIT
		And leave all this?  Not in a
		million.

	They laugh together.

			    KIT (cont'd)
		What time's your bus?

			    VIVIAN
		Couple a hours.

			    KIT
		Yeah.  Well... I gotta split.
		Goodbye's make me crazy.

			    VIVIAN
		Cool your jets a second.
			(going to her purse)
		Here's some money.

			    KIT
		No.  You took care of rent,
		that's enough.

			    VIVIAN
		I want to.  For food, got it?
		Eat something before the wind
		blows you away.

			    KIT
		I'm gonna pay you back next time
		I see ya, babe.  Just wait, I'm
		gonna do something real nice for
		you some day.

	They hug.

			    KIT (cont'd)
		Shit, I'm gettin' all weepy now.

	Kit begins backing out of the room.

			    KIT (cont'd)
		Take care of you, okay?  Take
		care of you.  Love ya...

	Kit turns and hurries out of the apartment.

	EXT. HOLLYWOOD BOULEVARD - DAY

	Kit enters the falafel stand on Hollywood Boulevard.

	INT. FALAFEL STAND - DAY

	Kit enters, sits at the counter.

			    KIT
		Coffee, Chan.  And maybe a
		grilled cheese on white, okay?

	A very young GIRL is sitting just down the counter from Kit.
	Kit nods at her.

			    KIT
		Hey, how you doin'.  You new,
		huh?

			    GIRL
		Yeah.  Got a cigarette?

			    KIT
		Sure.

	She passes the girl down the pack.  She strikes a match, lights
	her cigarette for her.  The girl inhales deep, lets it out with
	a sigh.  She looks towards the window.

			    GIRL
		Jeez, did the wacko in the suit.

	Kit turns to look.

	KIT'S P.O.V. - HOLLYWOOD BLVD.

	Outside, across the street, Edward has accosted two
	PROSTITUTES; one blonde, one a red haired black one.

	INT. FALAFEL STAND - DAY - BACK TO SCENE

	Kit rises.

			    KIT
		Chan?  Keep the sandwich warm,
		I'll be back.

	She heads out the door.

	EXT. HOLLYWOOD BOULEVARD - DAY

	Edward is still talking to the prostitutes.

			    EDWARD
		I'm looking for a girl, Vivian,
		young, dark hair, big eyes...?

	They shake their heads.

			    EDWARD
		She's mouthy.  Sort of
		difficult...?

			    PROSTITUTE 1
		Ain't seen her, wouldn't know
		her.

			    PROSTITUTE 2
		What's wrong with us, man?  Two
		for the price a one, what ya say?

			    EDWARD
			(disappointed)
		Thank you.  No.

	They turn and walk away.  Edward stands there, not knowing
	what to do next.  He looks discouraged and lost.

			    KIT (O.S.)
		Edward Harris, as I live and
		breathe!

	Edward quickly turns to find Kit staring at him.  Kit smiles,
	triumphantly.

			    KIT (cont'd)
		Yeah.  Boy, you're just like she
		said.

	She turns and starts away.  She stops, turns back.

			    KIT (cont'd)
		You comin' or not?  I don't got
		all day, I got a grilled cheese
		waitin'.

	Edward follows Kit.

	INT.  VIVIAN'S APARTMENT - DAY

	Vivian sits on her bed, lost in thought.  Her bags are packed,
	ready to go.  With a sigh she rises.  She picks up the bags,
	exits the room.

	Vivian stands in the dreary living room, looking at it, taking
	it all in for the last time.  She suddenly looks more than a
	little bit frightened to be leaving.  She musters resolve.  She
	goes to the door, opens it and exits, closing it behind her.
	Silence.  Vivian suddenly comes back in.  She puts down her
	bags.  She crosses to the kitchen where she takes coffee
	can/piggy bank from the shelf.  She puts some more bills into
	it, places it back where Kit will find it.

	She turns and starts again for the door.

	She stops.  She hears something.  MUSIC.  An aria from La
	Boheme.  Faint.  Seemingly coming from nowhere.  She dismisses
	it -- she's hearing things.  She opens the door.  Stops.  The
	music is louder and getting louder now -- it's not her
	imagination.  She hurries over to the window.

	EXT. VIVIAN'S APARTMENT BUILDING - DAY

	Vivian comes out onto the fire escape.  She stares in wonder.

	A snow white limo comes up the street.  A necktie has been tied
	to the antennae like a knight's token.  The MUSIC from La Boheme
	is BLARING from the car's stereo.  Edward is standing on the
	car's seat, his head and body up through the open sunroof.  The
	wind blows at his hair.  He is smiling.

	Everywhere on the street people are staring; the BUMS, the
	PUSHERS, the PASSERBY'S, the TOURISTS.

	Vivian doesn't know whether to laugh or cry.

	The car comes to a stop in front of the Vivian's building.
	Vivian's landlord comes out the front door.  His eyes go wide
	in disbelief.

	Edward disembarks from the limo by coming up through the
	sunroof.  He leaps nimbly to the ground.  He crosses to the entrance
	of the alleyway, looking up at Vivian on the fire escape.

			    VIVIAN
		You are really lost this time.

	Edward wordlessly holds up a hand for her.

	With a sudden cry of joy, Vivian comes down the fire escape.
	She stops at the bottom stair.  Edward comes forward and sweeps
	her into his arms.  They kiss.

	He carries her to the limo as if she's weightless.  Her feet
	never touch the ground.

	The car door closes behind them.  The limo drives away.

	The people of the street watch it go.

					THE END
