"BIG FISH" (2003)

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

**FADE IN:**

A RIVER.

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

This is The Beast.

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

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

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

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

Edward slips his ring off.

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

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

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

ON WILL AND SANDRA

His mother pats him sympathetically, then adjusts his tie.

Will regards his father with exasperated contempt.

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

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

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

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

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

Will reaches the door, where his mother intercepts him.

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

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

A LAUGH from the crowd.

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

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

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

Edward downs his champagne in a gulp.

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

A long beat, then...

Will won't let him get the last word.

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

He walks away.

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

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

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

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

Edward takes a seat, starting to eat his sandwich.

Sandra stands by the window, watching as...

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

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

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

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

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

THE BEAST.

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

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

TITLE OVER:

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

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

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

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

Bursting through the doors --

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

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

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

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

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

She hands the phone to Will, concerned.

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

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

He covers the mouthpiece. Looks over to Josephine.

A beat.

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

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

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

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

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

We PUSH IN on the silhouettes.

Focusing on the final shadow, we...

...come to find Edward making the shapes.

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

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

Will smiles, excited to hear the forbidden story.

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

As his hand moves past the light, we

A flashlight SWEEPS past. We are...

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

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

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

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

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

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

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

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

Edward looks back at the spooky house.

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

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

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

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

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

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

RINGS THE DOORBELL.

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

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

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

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

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

We RUSH IN on Don Price.

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

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

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

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

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

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

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

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

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

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

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

A beat. Starting over...

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

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

They hug.

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

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

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

Heading back to the house...

Sandra is pouring iced tea for Will and Josephine.

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

He judges her belly.

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

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

Back to the main subject...

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

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

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

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

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

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

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

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

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

Coming up to the bed --

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

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

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

Finally...

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

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

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

A beat.

Edward gives a wry smile. He walked into that.

Will won't commit to Edward's assessment.

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

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

He smiles at his joke.

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

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

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

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

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

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

ON HIS SHOES

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

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

INSERT: The encyclopedia article, complete with drawings.

Young Edward thinks this through.

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

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

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

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

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

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

He signs an autograph for an ADMIRING CUB SCOUT.

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

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

Edward carries a dog out of a burning house.

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

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

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

Edward soaks in his applause, smiling and gracious.

Edward accepts his diploma. The PRINCIPAL hugs him tight.

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

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

TWO OVERSIZED HANDS

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

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

Agreement from the crowd. And then...

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

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

In his most serious voice, Edward calls out:

There's no answer.

From deep in a cave, a thunderous voice:

VOICE (O.S.) GO AWAY!

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

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

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

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

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

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

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

Edward ponders the best response, settling on...

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

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

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

Karl sits down with a BOOM, dejected.

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

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

Edward takes a seat beside him.

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

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

Karl thinks a moment. Then --

They shake on it.

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

Spirits buoyed by the high school MARCHING BAND, all the good CITIZENS of Ashton are gathered to see off Edward and Karl. There's a few tears amid the familiar faces.

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

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

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

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

THE OLD WOMAN.

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

The advice only succeeds in confusing Edward.

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

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

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

Karl looks at the dirt road, wary.

A little paranoid...

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

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

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

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

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

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

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

FURTHER ALONG

A scratched and sweaty Edward waves off various STINGING BUGS flying at him, finally whipping off his hat to swat at them. Just then a CAWING crow swoops down and grabs the hat right out of his hands.

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

Edward high-tails it, each step still precarious.

Edward is bruised, battered and bee-stung.

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

WARNING!

JUMPING SPIDERS!

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

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

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

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

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

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

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

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

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

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

Still confused...

A helpful woman named MILDRED chimes in:

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

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

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

UNDER THE TABLE

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

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

He chases after her.

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

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

Still focused on his shoes...

The townsfolk continue to congratulate Edward...

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

Norther hands him his noteboook.

A beat.

Norther grabs his notebook back.

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

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

He stares at himself in the reflection. He smiles.

It's then that a WOMAN emerges at the far side of the river. No telling where she came from -- she must have been swimming underwater. We never see her face.

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

Then he sees the snake.

It's a cottonmouth, has to be. It leaves a break in the water, its small reptilian head aiming for her flesh. There's no decision to be made. On pure instinct, Edward dives in. He swims as hard as can,

GRABBING THE SNAKE

just as it's about to strike.

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

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

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

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

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

Embarrassed to admit it...

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

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

He starts to work pulling them off.

Edward and Jenny walk back.

Eager to get off this subject...

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

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

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

Jenny grabs both his hands, and they spin wildly.

Beamen plucks his LAUGHING daughter away to dance with her. Then Mildred cuts in to dance with Edward. It's hard to hear over the MUSIC.

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

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

Poor Edward Bloom's gone crazy.

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

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

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

And then it gets worse.

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

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

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

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

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

With a sudden calm...

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

His bare foot steps onto asphalt.

Edward turns to see

KARL

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

Edward looks down at his muddy, bloody feet.

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

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

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

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

All three stop to listen.

Taking the bait...

A beat.

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

AT THE PRODUCE SECTION

Sandra starts to bag string beans.

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

She moves on to the carrots.

With a look, Sandra acknowledges the stakes.

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

Two checkstands over, an ATTRACTIVE BLONDE WOMAN in her 50's is getting her change. Though she's Sandra's generation, she carries herself like a much younger woman, with blue jeans and sneakers.

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

Will notices the gaze. The woman turns away.

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

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

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

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

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

She smiles.

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

She shakes her head.

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

Josephine smiles, a half-laugh, which gets him smiling too.

A long beat. Then, deadpan...

She nods, a bit more of a laugh.

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

She's starting to cry from laughing.

With that, he stops. She regains her composure.

He rolls his eyes, why not.

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

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

He controls his breathing, trying to push through it.

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

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

A SPINNING PINWHEEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

KARL THE GIANT

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

ANGLE ON Amos, stunned, megaphone dangling.

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

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

Karl shakes his head.

Nope.

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

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

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

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

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

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

THE EMPTY LOT

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

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

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

Amos hands off the contract to a CLOWN.

Mr. Soggybottom HONKS his horn, then waddles off.

Karl chuckles.

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

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

Getting in front of Amos, Edward stops him.

Amos smiles, amused.

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

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

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

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

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

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

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

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

He catches his breath, lucky.

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

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

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

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

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

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

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

A sudden EXPLOSION as Edward is shot...

...out of a giant cannon.

Under a full moon, Edward feeds the animals.

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

But Edward KNOCKS anyway.

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

Edward turns the knob.

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

Edward wrestles with the beast, its mouth snapping at his throat. Blocking with an arm, Edward tries to push himself free, but the creature's hands -- it has hands instead of paws -- hold on tight.

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

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

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

At the last moment...

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

The carnies GASP.

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

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

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

SMASHING DOWN THREE CARS.

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

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

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

He follows it into the woods.

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

Edward tosses him his jacket to cover his privates.

A beat.

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

Amos sits down and scratches his ear with his foot.

Edward shakes Karl's giant hand. They hug.

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

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

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

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

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

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

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

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

Young Don Price shines his flashlight on Edward.

VARIOUS H.S. ATHLETIC COMPETITIONS

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

THE STREET CORNER / ASHTON PARADE

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

EXT/INT. SORORITY HOUSE - THE DOORWAY

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

He turns and walks down the front steps.

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

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

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

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

We CIRCLE as he shouts:

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

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

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

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

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

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

TEN THOUSAND DAFFODILS.

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

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

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

From down the street...

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

A gang of his BROTHERS walk behind him.

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

Unfazed, Don slugs him again.

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

As the ass-whupping continues, we

INTERCUT WITH:

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

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

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

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

Don is about to slug Edward again when he turns.

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

A beat. Don stands stunned, his mind reeling.

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

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

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

He smiles, his teeth bloody.

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

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

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

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

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

INTERCUT HALLWAY / BEDROOM

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

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

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

FLUTE and DRUM, music rising to a military cadence.

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

The JUMP LEADER yells...

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BACKSTAGE.

His determined opponent follows him down.

The soldiers ROAR LOUDER, STOMPING on the bleachers.

Backstage, the two men are still fighting.

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

SIAMESE TWINS.

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

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

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

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

Edward slips behind curtains, trying to get away.

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

EDWARD'S PARACHUTE.

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

ON STAGE

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

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

_In Chinese, subtitled..._

Ping HUFFS, turning her back on her sister.

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

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

Pretending to be her bitchy sister --

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

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

VARIOUS SHOTS

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

_Still subtitled:_

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

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

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

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

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

A MAN'S SILHOUETTE

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

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

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

Without another moment's hesitation, she kisses him.

BRIGHT SUNLIGHT

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

JOSEPHINE.

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

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

A look to say, should I be worried?

A beat.

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

Will doesn't want to answer yes or no.

Off her silence...

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

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

Edward is startled.

A beat.

Sandra SNAPS the cap back on the syrup.

Both women quickly gather plates.

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

Edward looks away, angry and disbelieving.

Finally --

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

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

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

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

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

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

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

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

Will can't believe what he's reading.

A beat, then Sandra stands.

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

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

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

Edward's VOICE begins as a memory...

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

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

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

QUICK MONTAGE as he demonstrates:

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

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

The crowd LAUGHS.

Edward drives, his hand out in the wind.

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

Establishing this Texas institution, we come...

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

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

The man is none other than...

The men shake, disbelieving this lucky coincidence.

He's genuinely proud.

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

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

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

The TELLER WOMAN nods.

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

He decides he better go.

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

She pulls open the vault door.

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

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

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

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

Caught, Edward has to confess...

Edward continues his narration...

Norther leans in the driver's side window.

Edward looks over at Norther, the reality sinking in.

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

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

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

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

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

CLOSE ON Edward's hand as he turns knobs.

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

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

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

UNDERWATER.

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

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

SANDRA

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

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

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

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

He wipes them away.

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

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

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

She passes him. He turns.

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

Will nods, just curious. He continues heading up.

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

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

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

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

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

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

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

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

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

The piano starts again. FOOTSTEPS.

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

She and Will are startled to see each other.

Confused, Will checks the name on the form.

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

She hands him five dollars out of her pocket.

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

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

A beat. Not flinching...

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

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

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

It's late, and Edward is pensive.

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

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

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

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

Three catfish swim in front of his headlights.

Realizing his plight, Edward tries to remain calm. Water is trickling in through the crack between the window and the door, but very slowly. For now, he's fine.

That's when he sees her -- The Girl in the River.

She's swimming outside the car. While we never see her face exactly, she remains just as beautiful, just as mysterious, as the first time we saw her.

She puts her hand to the windshield. He puts his up to meet hers. And smiles.

It's morning, and the sun shines brightly. Birds CHIRP. Trees drip and the grass shines, still wet from last night's rain.

Edward gathers the clothes that have spilled out of his suitcase, which broke open when he dropped it from

HIS CAR,

which balances precariously ten feet up in an elm tree. As Edward gathers his last pair of socks, he notices a shiny piece of metal sticking out of the dirt. He pulls it out, rubs it off.

It's a key. It's the Key to the City he lost years ago.

Carrying his busted suitcase, a tired Edward walks toward a one-street town in the distance. We pass a rusty sign...

"Welcome to Spectre."

Amazed and disbelieving, Edward walks down the center of the road, no cars coming from either direction. He looks up to find his faded shoes still dangling from the power line, along with the rest of the town's.

We look around the town, on and off Main Street. There are "FOR SALE" signs in many of the windows

We slowly MOVE THROUGH a foreclosure auction to find Edward watching. Two very corporate MEN IN SUITS, stick out among the bidders.

Edward raises his hand.

Everyone turns to look at this new bidder.

Edward pitches his plan to Norther.

VARIOUS SHOTS: Expressive and passionate as always, Edward talks to Ping, Jing and Amos Calloway.

As Edward takes notes...

Finishing up with AL, Edward shakes hands.

Edward climbs out of his car, the road having literally stopped. The sun is shining, but it can barely penetrate the trees' thick canopy.

In the distance, he sees a shack, so old it's nearly fallen. He walks toward it, the marshy ground SQUISHING up around his feet, soaking the hems of his trousers.

We hear a PIANO playing from inside the shack. Edward KNOCKS on the half-hung door, which swings open by itself.

The inside is nicer than you'd think, a real home. A fire burns in the stove, and curtains hang in the windows.

With her back turned to him, Jenny Hill plays the piano. Edward doesn't recognize her as the little girl who used to have a crush on him. Without turning, she says...

She keeps PLAYING.

Jenny stops playing, her piece not quite finished. She turns to face him. Edward still doesn't recognize her.

Strange to hear it put that way, but --

A long beat.

He looks at her, puzzled and surprised. No one has really asked before.

She finally turns to face him.

Young Jenny Hill watches barefoot Edward leave Spectre for the first time.

Finally realizing who this woman is...

Before he can say anything more...

A bit bewildered, Edward tips his hat to her as he leaves.

EXT/INT. SWAMP SHACK - DAY

Edward pulls the door shut behind him as he leaves, but it breaks off in his hands. It's not the clean exit he was hoping for.

Inside Jenny looks out, surprised and annoyed.

Edward tries to lift the door back on the hinges, but they SNAP off. The door frame buckles and the whole shack CREAKS.

He tries to lean the door against the frame, but it keeps slipping.

He leans the door a different way. It holds for a beat then falls in, SMASHING a small table.

She's dead serious. Weighing the scales of chivalry, he finally backs away. Turns and heads back towards his car.

We STAY ON Jenny, watching him go. She's furious, but there's something more in her feelings for him. Something softer.

With Karl the Giant's help, Edward unloads a brand new door from a pickup truck.

While Jenny watches, half-annoyed, half-amused, Edward tries to set the door square. Karl pushes against the side of the house until it fits.

Holding nails between his lips, Edward puts in new windows himself. Jenny is making soup, laughing at the story he's telling.

Edward and Karl cut down a tree, letting in a flood of light. Through the golden pollen hanging in the air, we RISE UP to see the shack is now

THE LOVELY HOUSE

we saw before. It's tiny and white, with black shutters and a steep roof. A white picket fence. In every detail it is impossibly charming.

Edward is screwing a hat rack into the wall in the foyer. Jenny leans against the doorframe listening to his story. And watching him with deepest affection.

Finished with his work, he takes his hat off the chair and hangs it on the rack. Perfect.

A beat. A look between them. With that last job done, there's no reason for him to be staying any longer.

He takes his hat off the rack.

A beat. Does she really mean it?

She comes closer. Edward holds his ground. She takes his hand, lifting his hat up to the peg. She's very close -- just a half-inch from kissing him when --

-- Edward gently holds her back.

She freezes, stunned and humiliated. She pulls away.

With that, he begins to leaves.

She finds a pen and hastily signs the deed to the house. Hands it to him. With a look, he thanks her. Then goes.

Edward takes a final look at this perfect little town.

He climbs in his car and starts the engine.

As we watch, the swamp begins to overtake the house, swallowing it in a tangle of vines and mossy branches. Shoots burst up through the planks in the porch. Snakes slither through the marsh.

Day becomes night.

We REVERSE to find FOUR KIDS looking in through the rusty iron gate with flashlights. A beat, then they run away.

Will and Jenny are still sitting at her table, a pitcher of iced tea between them.

Will smiles to hear it called that.

Her composure is starting to break.

A long beat, both staring at their iced tea. Jenny is working herself into more of a state by not talking.

She's fighting tears, not the first ones she's shed over this.

ANGLE ON Will, sorting through his swirling thoughts.

Will skips through the stations on the radio, but ultimately turns it off. He's trying to think.

Will walks up the front steps. There's a subtle change to his expression, a dark cloud lifted. He unlocks the door.

It's half-dark and quiet in the house, no talking, no TV. Will sets his keys on the table.

Will looks in. Empty.

We follow Will, looking into his and Josephine's room. He aims for the guest room at the end of the hall.

Looking over his shoulder, we see his father's bed is empty. The sheets are in a tangle on the floor.

A beat, then Will half-runs back down the hall. Back down the stairs.

Headed out, Will grabs his keys off the table. We LOOK RIGHT, where the "MESSAGE" light blinks on the answering machine.

The hospital is so new, it's not even finished -- thick plastic hangs from exposed framing. There's no one at the information desk, so Will forges ahead.

Will reads a directory board, trying to decide the best place to start. Then, behind him --

He turns to see his wife at a payphone. She hangs up. She was calling him.

A beat. How can she answer?

He half-smiles, realizing the idiocy of his question. Of course his father's not going to be okay.

She cuts him off --

And like that, it's done. We HOLD ON Will, reeling from the news.

Edward sleeps peacefully, just an oxygen tube under his nose. There are no beeping monitors, no blinking lights. It's mercifully quiet.

Sandra squeezes Will's hand tightly. She's holding herself together, but it's been a tough day.

Dr. Bennett has just gone through the details for the third time.

A beat.

A nod, then Will holds the door for Dr. Bennett and Josephine as they leave. Sandra is alone in the room with her husband.

She neatens his hair. Holds his hand. As she kisses his fingers, she tweaks her chin with them -- his signature move.

Sandra waits outside the women's restroom. Her face is a study in strained composure -- acknowledging the inevitable but refusing to surrender to it.

Josephine emerges.

The two women start to walk, no hurry.

Sandra has accidentally evoked a storm of emotion. She struggles to keep it in check. Almost a whisper...

With a few breaths, Sandra tries to hold on. Hold back.

A beat, then Sandra finally melts. Josephine holds her. The two women stand together in the hallway, letting the moment be.

Will sits in a chair beside the bed, working through the crossword puzzle. A KNOCK as Dr. Bennett enters with his overcoat and bag, ready to leave for the night.

Dr. Bennett smiles as he checks Edward's chart.

Tables turned, Will searches for an answer. He doesn't have one.

Dr. Bennett hangs the chart back on the bed.

A long silence, just the sounds of the hospital, doctors being paged.

Will half-smiles.

Patting Will's shoulder, Dr. Bennett leaves. We STAY ON Will and his father for a long time, then Will takes his pen and starts making a list.

Will flips to a new page. The list keeps getting longer.

He smiles, remembering something. On his fourth page, he looks up at his motionless father. A beat, then we slowly

It's very early morning, and the first blue light of day is glowing through the vertical blinds. Still in his chair, Will wakes up a bit at a time. The notepad is on his lap, the pen in his hand.

He cracks his neck, crooked from sleeping on it wrong. What woke him up?

He looks to his right. Holds his gaze for a breath.

His father is awake, silently GASPING for breath. His eyes are open, scared and confused.

Edward shakes his head unambiguously. Will already has his finger on the orange "nurse call" button, but doesn't push it.

Edward nods. Will pours a glass from the pitcher on the nightstand. He holds it to his father's lips, but Edward won't drink. He pushes it away. He wanted something else.

It takes Edward all his strength to put together each thought. It's like he's only half-there, fighting to hang on to this world.

ON WILL, realizing...

Edward nods. Yes, that's what he was trying to say.

A long beat.

Will pushes his fingers under his father's heavy hand, and holds it. There's nothing else to do.

Edward looks around, confused and increasingly scared. He sees the end approaching, but doesn't know exactly what's coming. Without the story, he's lost.

Fighting the urge to panic --

Will looks around the room, increasingly desperate. He looks to the nurse call button. He really wants to press it.

ON EDWARD, waiting for Will to begin.

It's dawn, and the first golden glow is shining through the vertical blinds.

We LOOK OVER to find a nimble Edward sitting up in bed, combing his hair.

But Edward throws back the covers.

Will heads for the bathroom. Sure enough, the wheelchair is there.

With the blanket draped over his head like a ghost, Edward points for his son to steer the wheelchair thataway.

They pass a HEAVYSET NURSE, who turns to look.

Rounding a corner, they nearly crash into Dr. Bennett.

Before he can answer, Will spots Edward rolling the chair himself, pumping both arms. Will dashes to catch up with him.

The Heavyset Nurse leans out of Edward's hospital room.

DOWN THE HALL

At the elevators, Sandra and Josephine step out to find Will and Edward barreling straight at them.

Seeing SECURITY GUARDS heading their way, a quick-thinking Sandra shoves a nearby cart into them, bowling them down.

Will brakes hard, sliding with both feet. The chair nearly crashes into the back wall as the doors close.

Will races Edward down the row, finally reaching the Chevrolet.

AT THE CAR

Will lifts his father out of the chair.

Will sets him in the passenger seat.

Scrambling in back, Will finds a liter of Arrowhead. Hands it off. Edward unscrews the cap, but instead of drinking it, he douses himself. Soaks the blanket.

Will pops the trunk. Starts to fold up the wheelchair.

TIRES SMOKE as the car peals out.

TIGHT ON Will, trying to hold back tears as he talks.

TIGHT ON Edward, enjoying that detail. He's focused completely on Will's story.

The Chevy slaloms through the Sunday-morning traffic.

Will stops short, the traffic backed up. He HONKS, trying to get around the jam. But it's no use.

Then, up ahead, the cars start moving, shoved aside by massive hands. It's Karl the Giant, clearing a path by brute force.

Edward leans out the window and waves. Karl waves back.

The same stretch of the river where it all began. A CROWD of more than 100 waiting.

Amos Calloway is here with the circus folk, including Mr. Soggybottom. We also find Edward's Mother and Father, the Mayor, and many others from along the way. No one has aged a day since we saw them last.

While Ping scans the horizon, Jing nuzzles with her boyfriend, Norther Winslow. It's Ping who first spots the Chevrolet.

The crowd CHEERS. The Ashton marching band PLAYS. Jenny Hill smiles. So does the Old Woman.

We PUSH IN on the Old Woman's glass eye, where we see...

YOUNG EDWARD

reflected. This is what he saw.

Amazed, Will turns to his father.

Will gets out of the Chevrolet, overwhelmed by the crowd. Behind him, Sandra, Josephine and Dr. Bennett pull up. Karl comes just after that.

Crossing to the passenger side, Will lifts his father out. Strangely, he's gotten even lighter. Will carries him easily.

Edward pulls off his shoes, tying the laces together. He hands them to Josephine. She throws them up at the powerline. They loop over. APPLAUSE and CHEERS.

The crowd parts to let Will and Edward get to the river. As he passes, Edward shakes some hands, pats some people on the cheek, and gives others a good poke in the ribs.

Will walks into the river, up to his knees. He turns back so his father can face the crowd. Edward waves.

But one face is missing from the crowd -- Sandra. Will turns to see she's already standing in the river beside them.

The reflection of the light off the water gives Sandra an unearthly glow. She's more tranquil and more beautiful than we've ever seen her.

She kisses him. He tweaks her chin. The crowd HOLLERS in approval, but their moment remains strangely private. Only Will is there to witness.

As the kiss ends, Edward tries to pull off his wedding ring. But it's stuck. Finally, he sucks on it, pulling it free with his teeth.

A look to Will, a smile with a glint of gold. Will takes the ring out of his mouth.

Edward suddenly drops out of Will's arms with a SPLASH. For he's no longer a man, but rather

A FAT CATFISH

swimming at his feet.

We watch as the catfish circles, then heads for deeper water, disappearing.

Will and his mother stand knee-deep in the water, watching Edward Bloom swim away into the sunlight. Josephine is back on the shore, along with the entire crowd.

MUSIC BUILDS to a climax, then...

Down the river, a GIANT FISH suddenly jumps out of the water, cutting a beautiful arc across the sunset. It then dives back under with a SPLASH.

Will has tears hanging in the corners of his eyes.

Edward smiles, proud of both of them. His eyes are so pale and so open, we can almost see his soul. In every atom of his body, in every thought, Edward Bloom is entirely happy.

And this is how he goes.

Will shuts the door to his father's room behind him. The walk to the payphones seems to take a lifetime.

He finds a quarter, starts to dial. He has to squint to see through the water in his eyes. It's ringing. And ringing. The other end answers.

That's all he can get out before the dam breaks inside him. He presses closer to the phone, trying to shield himself.

MUSIC begins that will carry us through the next passage.

Will waits at reception as Sandra and Josephine come off the elevator.

Josephine opens the curtains, letting white sunlight in. She strips the bed.

Will and his mother pick out one of Edward's ties, for Will to wear at the funeral. Will tries to button the cuffs on the shirt he borrowed, but they're the kind that need links.

He goes through the top drawer of the dresser, trying to find a matching pair. Further down, he finds a ribbon tied to

THE KEY TO THE CITY.

He smiles, disbelieving. It's a real thing.

Will helps his mother out of a black sedan. She's well-composed, not nearly the wreck we might have expected.

Josephine hugs Dr. Bennett and shakes hands with his WIFE. The service is crowded, more than 200 people, many more than expected.

As his mother talks to a WELL-WISHER, Will looks left to see an Oldsmobile parking.

CLOSE ON the license plates. Missouri.

The passenger side opens, but the man who steps out is barely visible over the door. He shuts it to reveal himself to be 70.

It's Amos Calloway. Will doesn't recognize him.

The Driver climbs out, a size 15 foot on the gravel. We TILT UP to see this man is huge.

This man is KARL, now 55. He's not 12 feet tall, but at least six-eight.

CLOSE ON Will, bewildered to see that this man really exists.

As the service gets ready to begin, Will guides his mother to a seat near the grave.

Sitting beside Will, Josephine spots a stunning ASIAN WOMAN (50) behind them. A beat later, an identical face with glasses peers out -- the woman's twin sister.

It's PING and JING.

Josephine almost GASPS. She elbows Will, who turns to look. From this angle, the sisters seem conjoined, but then Jing steps forward. They're really two separate people.

A sea of familiar faces, all of them aged through the years: BEAMEN, NORTHER WINSLOW, the MAYOR, and ZACKY PRICE.

After the service, we see the crowd gathered in small groups. By the LAUGHTER and hand gestures, we can see they're telling stories. They're telling Edward's stories.

We find Will watching them.

Will joins in, laughing.

We slowly CIRCLE BEHIND a monument, letting it black out the screen.

Will sits on the porch with Sandra and Josephine, watching his SON play in the pool with two NEIGHBOR KIDS.

Will smiles as his son continues the tale, which FADES. Sandra takes Will's hand in hers, just listening.

A fat and happy catfish swims towards us.

The fish passes us with a SPLASH.

CUT TO BLACK.