"CAROL" (2015)

F O R Y O U R C O N S I D E R A T I O N

BEST ADAPTED SCREENPLAY

Phyllis Nagy

CAROL

By PHYLLIS NAGY

Based on the novel THE PRICE OF SALTby PATRICIA HIGHSMITH

Out of the darkness, the screeching moan of an arriving train. A dark swarm of bodies file out of the LEXINGTON and 59TH ST STATION. We descend upon the crowd, singling out a young man in coat and hat, JACK TAFT, late 20s, who weaves through the line of COMMUTERS, some opening umbrellas to the patchy skies. JACK buys an evening paper at a newsstand and makes his way across 59th.

JACK enters the hotel and we follow him as he walks through the lobby to the bar. JACK easily finds a stool, nods to the BARTENDER and tosses him the newspaper. The BARTENDER points to a bottle of Dewars and JACK gives him a thumbs up. He scans the cocktail lounge adjacent to the bar - not much activity in there, either: a FEW TABLES OF BUSINESSMEN getting drunk, an ELDERLY COUPLE, TWO WOMEN tucked away in a corner table. JACK checks his watch and the BARTENDER sets down his drink.

JACK downs his scotch, slides his empty glass over to the BARTENDER, taps out a rhythm along the edge of the bar.

JACK gets up.

JACK makes his way through the lounge on his way to a telephone booth. He takes another look at the TWO WOMEN tucked away in the corner, deep in conversation, and thinks he recognizes one of them. He begins approaching them.

THERESE, the younger of the women, turns to look at JACK.

It seems to take her a split second to react, to stand and greet JACK with a short hug.

The OTHER WOMAN at the table lights a cigarette. THERESE glances at her, and they hold a brief, tense look before THERESE remembers her manners.

JACK holds out his hand. CAROL shakes it.

CAROL retreats back to her own thoughts, smokes.

CAROL takes a step towards THERESE, but no more.

And she’s gone. THERESE doesn’t move, doesn’t turn around to watch CAROL leave.

JACK takes off. A beat before THERESE turns and scans the bar and beyond for CAROL. But she’s gone.

JACK, through the glass of the phone-booth door, is finishing his call. He emerges from the booth, passing the bar on the way, where the bartender spots him, and holds up the paper.

JACK returns to where he left THERESE but stops when he doesn’t see her, glancing around. He’s about to ask a WAITER if he’s seen her when he spots THERESE emerging from the ladies lounge. She looks pallid.

THERESE sits against the window in the back of a taxi, crowded with JACK and OTHER 20-somethings, MALE AND FEMALE, all involved in animated conversation we can’t hear. The taxi stops for a light and THERESE catches sight of an ELEGANT COUPLE, arm-in-arm at the corner, crossing the avenue as the light changes. A strong gust of wind gives the woman some difficulty as she tries to knot a green silk scarf around her head.

As they reach the sidewalk, she turns back to face the avenue, and then recedes, swallowed by swirling lights and reflections.

FLASHBACK: DECEMBER, 1952 BRIEF SHOTS (INT. TOY DEPARTMENT - FRANKENBERG’S)

A toy train whizzes by the faces of miniature pedestrians on a department store display. CAROL AIRD, seen from a distance, in winter coat, stands watching. She wears a green silk scarf over her head, loosely tied.

She turns, smiles.

An alarm blares over the sleeping face of THERESE BELIVET, huddled under covers. THERESE doesn’t stir though the alarm continues. Finally, THERESE, in one skilled manoeuver, pushes herself up and out of bed, still cocooned within the blankets. She finds the alarm clock and shuts it off. She looks at the alarm clock. It reads 7.00 A.M.

THERESE moves through her morning rituals: she throws open her window shades, moves on to a small gas stove, strikes a match and lights the stove to take the chill off, moves on to the kitchen sink set in one corner of the room, which doubles as a partial home darkroom - developer and fixer trays stacked to the side of the sink, an Argus C3 camera from the late 1930s set on a shelf above the sink, along with a collection of red or amber light bulbs and photo paper.

The room is sparsely furnished, and much of the wall space is taken up with THERESE’S B&W photos, mostly NY CITY STREET SCENES and URBAN LANDSCAPES. THERESE is brushing her teeth when the doorbell rings. Once. Twice. Three times. She sheds her blankets and goes to the window, opens it, leans out.

THERESE’S boyfriend, RICHARD SEMCO, looks up at her from the street, striding his bicycle. He’s well-bundled in scarf and hat.

RICHARD looks around to the street behind him covered in children’s chalk scribblings.

RICHARD rides THERESE to work through the park. She sits with her arms wrapped around his hips while he stands pumping away at the pedals.

RICHARD accelerates. THERESE laughs, holds on tighter. RICHARD begins to sing: “I love Paris in the... summer-time!” as they speed away.

Outside the employee’s entrance, RICHARD and THERESE stand in a longish line of MOSTLY YOUNG STAFF waiting to begin their work day. Everyone looks exactly the same: a lot cold, a little Soviet-factory-worker glum.

A SECURITY GUARD has opened the door and the line has begun to move.

Upon entering, each employee is handed a Santa Cap, which they dutifully put on. RICHARD reaches the door, takes his cap, wordlessly puts it on, moves inside. He holds out a cap to THERESE.

THERESE takes her cap, doesn’t put it on, moves inside.

From a table in the corner, THERESE sips at a cup of coffee and watches a sea of Santa-capped and uniform-smocked STAFF move wordlessly along the breakfast line, accepting gooey eggs and cups of coffee. THERESE looks down at a Frankenberg’s employee handbook. We glimpse bits and pieces of information: ...2 weeks vacation after 5 years, 4 weeks vacation after 15 years... full pension, benefits...”She turns a page: “Are YOU Frankenberg Material?”

It’s too depressing to take in. THERESE slips the handbook back into her purse and removes a copy of Joyce’s“Portrait of the Artist as a Young Man.”But just as she settles in ROBERTA WALLS, an officious supervisor in bright red harlequin glasses, swoops by THERESE planting a Santa cap firmly onto her head.

THERESE, surrounded by rows of identical Christmas dolls, counts stock. THERESE watches a very middle-aged, wheezing employee, RUBY ROBICHEK, struggle with carrying seven or eight large boxes across the stock room floor. RUBY can’t see in front of her, and as she attempts to peer around the edge of the boxes, most of the boxes tumble out of RUBY’S arms and onto the floor.

THERESE quickly determines she’s the only help on the floor, and goes to assist RUBY, who has great difficulty in kneeling to pick up the boxes.

RUBY is grateful to avoid kneeling, and places each box THERESE hands to her on the display counter.

Just before opening: a surreal calm and silence. THERESE, in Santa cap, and makeshift bandage, stands beside an elaborate model train set. She flips a switch and the train set comes to life - the tiny lights, the tinny whir of the engine as the train chugs its way along the track. A LOUD BUZZER sounds. Behind THERESE, we can see the analogue lift indicator start to move: 5th floor, 4th floor, 3rd floor... as the lift descends to accept its first load of daily customers and a voice bellows from the intercom:

Behind THERESE, the lift doors open and all at once THERESE is swallowed up by the rush of MANAGERS, STAFF and CUSTOMERS.

THERESE sits behind a display case full of dolls. She tries to make herself invisible while she surreptitiously reads her book. The department is full of MOTHERS buying Christmas gifts for their children. THERESE’S reading is interrupted by a SHARP WAILING. She looks up to see a TODDLER throwing a tantrum and an EMBARRASSED MOM trying to get the situation under control. Just then, ROBERTA WALLS bustles through the department, sees THERESE, points to THERESE’S head - where’s the Santa cap? ROBERTA WALLS seems to say without saying it. THERESE hurriedly stashes her book into her handbag and pulls out the cap. She tries to hide the bloodstains. ROBERTA WALLS nods to THERESE and moves on.

THERESE settles back down, bored. A CUSTOMER looks expectantly to THERESE; THERESE pretends she doesn’t see the CUSTOMER and ducks down to her handbag to retrieve her book. She looks up above the desk to see where the CUSTOMER went and instead spies a glance of another woman - a woman whose green silk scarf tied loosely around her neck and head catches THERESE’S attention. This WOMAN appears to be the only customer surrounded by no one else. This is CAROL AIRD. CAROL bends down to examine the train set, and inadvertently toggles the on/off switch - the train shuts down. CAROL stands up, turns around towards the doll department, smiling, as if asking for help.

THERESE meets CAROL’S eyes for a strange split second - until the EMBARRASSED MOM and the screaming TODDLER appear in front of THERESE, blocking her view of anything else.

EMBARRASSED MOM nods her thanks and hoists TODDLER away. THERESE looks for CAROL, but she’s no longer there. The train set is back on, and being admired by several sets of FATHERS and SONS.

Behind and below the desk, THERESE contemplates sneaking a read of her book, but decides against it. She glances back up and sees a pair of black leather gloves tossed onto the desk. THERESE looks and sees CAROL standing before her.

As CAROL steps away from the desk a moment to rummage through her purse, THERESE can’t stop staring - at her well-tailored suit, her blonde hair, her green silk scarf. CAROL produces a crumpled slip of paper, steps back up to the desk, gives THERESE a big smile as she hands it to her.

THERESE reads the slip of paper.

She begins to rummage through her purse.

THERESE, suddenly tongue-tied, turns toward the doll display, which CAROL turns to as well.

CAROL raises a cigarette to her lips, begins to light it, THERESE interrupts.

CAROL laughs, appreciating THERESE’S commiseration.

Their eyes meet for a moment, before CAROL rummages inside her purse again. She produces a billfold, opens it, shows it to THERESE. It’s a photo of RINDY, CAROL’S 4-YEAR-OLD DAUGHTER.

THERESE looks up, clocks CAROL watching her, looks down. A bit of an awkward moment that CAROL rescues:

THERESE checks her own enthusiasm, noticing CAROL’S eyes on her.

THERESE points towards the train set and CAROL turns to look, mulling it over. THERESE watches her every move.

They stand there, nodding at each other for a moment.

THERESE begins writing out a sales slip, then slides it over to CAROL with a pen, glancing up at her. CAROL snaps out of a brief moment of thought, a distance.

She finishes, flashing a bright smile. THERESE doesn’t quite follow her, but she doesn’t want CAROL to stop talking.

CAROL hands the pen and sales slip back to THERESE.

CAROL walks away. THERESE watches her, takes her all in - her manner, her style, her walk. CAROL turns back for a moment, and points to THERESE’S cap.

THERESE watches her go off past the train set and elevators. For a moment she watches as the empty spaces left behind are filled by shoppers and staff. She cranes her neck for one last look but it’s no good. She’s gone. THERESE sighs. She looks down at the doll desk and sees that CAROL has left her gloves behind.

THERESE stares out the window, still wrapped up in thoughts. Up front, JACK is pointing out the West Village apartment building (”Here-here-here!”) and the taxi screeches to a halt. Everyone tumbles out as JACK pays the driver. Before she knows it, THERESE is climbing the stairs to PHIL McELROY’S building. A window is thrown open above them and PHIL McELROY, with typically unkempt hair, leans out.

DANNIE, PHIL’S brother, leans out of the window next to PHIL.

Someone rings THERESE and the others in. It makes an annoying sound - a buzzing sound that makes THERESE frown, and as she moves up the stairs and into the building we

FLASHBACK: DECEMBER, 1952

THERESE stands at her open locker, as the BUZZER indicating that the store is closed blares incessantly. She takes off her Frankenberg’s smock and puts on a pair of dark tights that she’s just bought, to cover up her bandage. It does the trick. She puts on her coat, scarf, etc. The inside of her locker door is decorated with photographs THERESE has taken, shots of THERESE and RICHARD in Coney Island. As THERESE puts CAROL’S gloves into her handbag, the BUZZING finally stops. She can see RUBY ROBICHEK at her locker across the room, pulling on some winter boots with great difficulty. THERESE quickly dabs on some powder and shuts her locker.

THERESE, RICHARD, PHIL and DANNIE McELROY sit crowded together in the small dark space, watching a movie through the modest glass panel, smoking cigarettes. THERESE sits on RICHARD’S lap, but RICHARD is more content kissing the back of her neck than watching the film. PHIL McELROY, the film projectionist and host, sits near the gears while his brother, DANNIE, sits as close as he can to the movie, jotting down occasional notes in a small notebook. The film is Sunset Boulevard, and the scene is Norma Desmond’s New Year’s Eve party for two when she dances with Joe Gillis on the marble ballroom floor. THERESE is fascinated by DANNIE, but PHIL slaps him on the back of his head.

DANNIE, embarrassed, moves slightly away from the glass. But he still watches, still jots notes. THERESE watches him.

RICHARD and PHIL have been drinking quite a bit. A row of empty beer bottles is lined up on the table in front of them. DANNIE sips at a glass of Coca-Cola. THERESE nurses a glass of wine.

RICHARD and PHIL feign awe.

DANNIE tries to blend into the woodwork. He catches THERESE’S eye. She smiles at him. He appreciates it.

PHIL digs into a large messenger bag, pulls out a camera, an old Kodak, and hands it to THERESE.

RICHARD and PHIL laugh, toast, drink. THERESE isn’t amused. DANNIE clocks this.

THERESE walks with DANNIE. RICHARD and PHIL, now very drunk and rowdy, walk slightly ahead of them, with RICHARD guiding his bicycle unsteadily along the pavement.

Up ahead a couple is approaching who everyone knows: JACK TAFT and his girlfriend, DOROTHY. The men all speak to each other as DOROTHY speaks to THERESE.

JACK PHIL (CONT'D)

Holy smoke, look who’s I don’t believe it! Does the coming. Watch out, baby, it’s House Un-American Activities a pack of commies! know you’re back on the

streets?

DOROTHY THERESE

Terry, honey, it’s been ages. Hey Dottie. Hasn’t it? I Call me, would you? will, I promise!

RICHARD turns around as they pass, walking unsteadily backwards with his bicycle.

But she’s too late to save RICHARD from backing into a lamppost. He falls down, the bicycle topples down on top of him. PHIL attempts to help but tumbles onto RICHARD, and they both dissolve into a fit of drunken laughter.

A beat as they watch PHIL and RICHARD make a meal of getting up.

And they’ve forgotten all about RICHARD and PHIL.

THERESE and RICHARD lie together side by side in bed. THERESE is fully clothed. RICHARD wears a tank-top undershirt and boxers. They are engaged in a pretty passionate embrace. RICHARD starts to unbutton THERESE’S blouse. She stops him, gently. He rolls on top of her. Again, she stops him. RICHARD rolls off THERESE, sits up. He takes her into his arms, kisses her nose.

THERESE nods her head. RICHARD takes THERESE’S hand and places it on his boxer shorts, over his cock.

She nods. RICHARD moves her hand inside his boxer shorts. He puts his hand over hers and begins to guide her into a hand job, slow and steady.

RICHARD lets go of THERESE’S hand and leans back, closes his eyes. He lets out a low moan.

THERESE watches RICHARD intently the whole time, as if she’s more an observer than a full participant. RICHARD’S breathing rapidly quickens.

RICHARD relaxes. THERESE pulls her hand out of RICHARD’S shorts. She looks down at the semen on her hand. RICHARD sits up, takes off his vest, switches off the light.

RICHARD laughs, wipes THERESE’S hand with his undershirt and throws it onto the floor. THERESE laughs, too. RICHARD leans forward, kisses THERESE deeply, tenderly. THERESE pulls away suddenly.

THERESE jumps out of bed and runs to the bathroom. RICHARD, exhausted and happy, falls back onto the bed.

RICHARD is asleep. THERESE sits at her small kitchen table. THERESE holds CAROL’S gloves and the sales slip from Frankenberg’s with CAROL’S name, address and signature neatly written on it. She considers the slip for a moment before propping it up against a salt shaker with the gloves. She draws her knees into her chest and rocks herself to and fro. She watches RICHARD sleep.

THERESE stands in front of a postbox, wearing a coat over her night clothes. There’s not a soul in sight in the cold night. She looks at a small package addressed to “Mrs. H. Aird” for a moment before dropping it into the postbox. She looks up at her window a moment before being seized by a chill and running up the stoop to her building.

A MAILMAN pulls up to a large stone house with a gabled roof, along the stately residential street. He grabs a handful of mail, jumps down and begins walking up the driveway.

Mail is dropped through the letter slot, including THERESE’S package to CAROL. FLORENCE, CAROL’S housekeeper, glances over to the entry while mopping the floor.

CAROL sits with her daughter RINDY, age 4, at CAROL’S vanity. CAROL is brushing RINDY’S hair, as RINDY counts along, pretending to powder her face with a powder puff.

CAROL hears the sound of her husband’s arrival downstairs.

HARGE, CAROL’S husband, appears in the bedroom doorway. He carries the pile of mail.

CAROL looks up. She sees HARGE reflected in the vanity mirror. RINDY turns, sees him, jumps down from her mother’s lap and runs to him.

HARGE waves it vaguely before setting it down on an end- table.

She leaps into his arms. He spins her around. CAROL hasn’t moved from the vanity.

He puts RINDY down. Catches sight of CAROL staring at him. He puts the mail down onto the vanity.

CAROL, HARGE and RINDY in the kitchen. RINDY sits on HARGE’S lap. She’s using crayons to draw a picture. FLORENCE prepares a hot meal in the background.

CAROL checks RINDY’S drawing, slides another color over to her. As she does, HARGE slides a hand over CAROL’S.

CAROL looks at HARGE’S hand on hers. She looks up at him.

HARGE smiles, nods, pats CAROL’S hand, withdraws his hand, turns his daughter around in his lap to face him.

CAROL shoots HARGE a look. He holds her gaze, not giving in. CAROL looks away, uncomfortable in FLORENCE’S presence.

A SHIPPING CLERK sorts through his file of carbon shipping receipts while THERESE stands at the window.

CAROL sits before her dressing table brushing out her hair. A lit cigarette burns down in an ashtray on the dressing table. A tumbler of scotch on the rocks rests beside the ashtray. CAROL puts down the brush, and glances down at her lap. There she holds the gloves she’d left at Frankenberg’s and a note from THERESE. She takes a drag of the cigarette and reads the note again:

Salutations from Frankenberg’s Department Store. Employee 645-A.

She crumples up the letter and tosses it into a small waste basket. She takes another drag on her cigarette, then glances back at the waste basket.

THERESE at her desk is being exhausted by a PICKY FEMALE CUSTOMER. A score of open doll boxes and dolls are sprawled across the desk.

THERESE looks up. ROBERTA WALLS stands at a desk nearby, crooking a finger at THERESE and holding a telephone receiver up.

She snaps her fingers for another SALES CLERK to take over from THERESE.

THERESE hurries over to ROBERTA WALLS as the SALES CLERK takes over the PICKY FEMALE CUSTOMER. ROBERTA WALLS hands the receiver to THERESE and shoots her a withering look. THERESE takes the phone.

CAROL cooks dinner as she makes her call, which helps her combat some of her residual shyness. A radio is tuned in to some BIG BAND MUSIC.

THERESE on the phone. WALLS, stony-faced and staring.

CAROL picks up a saucepan lid but it’s too hot and she drops it. It clatters on the floor.

THERESE blinks. Hard. She holds a long breath before replying, mindful of ROBERTA WALLS attuned to her every word.

ROBERTA WALLS isn’t happy as she slides a paper and pencil over to THERESE. THERESE quickly scribbles down an address.

THERESE stands at the front of a small midtown restaurant, with white tablecloths and wooden rafters. She glances up at the clock which reads 1:12 and checks it against her wristwatch. She glances out the window. There, through beveled glass, she spots CAROL hurrying across the street.

CAROL and THERESE are seated at a quiet table. CAROL is removing her hat, glancing at her menu as a WAITER hovers. THERESE sits transfixed, her eyes quick and alert, taking in everything about CAROL from the way a delicate gold bracelet falls against her wrist as she peruses her menu to the way CAROL’S fingers grip her water glass.

CAROL and the WAITER look to THERESE, who realizes she hasn’t even opened her menu. A beat, then:

The WAITER nods, starting off, as CAROL clocks THERESE’S uncertainty. THERESE not wanting to stare at CAROL, now picks up her menu and thumbs through it.

CAROL offers THERESE a cigarette from her exquisite silver case. THERESE notices that CAROL’S hands are lovely and smooth, salon manicured, in contrast to THERESE’S own. THERESE takes a cigarette from the case. CAROL lights THERESE’S cigarette and THERESE proceeds to smoke it, though not without some effort.

The WAITER reappears with their drinks and CAROL picks up her glass and toasts.

CAROL sips at her martini. THERESE watches her for a moment, then samples hers. She tries to hide the surprise of its strength. CAROL smiles.

THERESE watches as CAROL massages the back of her neck for a moment.

THERESE doesn’t know what to say. CAROL smiles, changes the subject.

CAROL looks up at THERESE, raised eyebrow smile.

A pause.

CAROL nods, almost looks past THERESE - what is she thinking about? Suddenly it seems to THERESE that CAROL’S mood has somehow darkened.

The WAITER appears with their food. He sets their plates down. CAROL picks up her silverware, the cloud seemingly past.

CAROL eats and THERESE watches, almost having to force herself to pick up her fork and knife and join her. But she does. CAROL looks up at her for a moment:

CAROL waits for THERESE’S answer.

THERESE feels herself blush, and looks away from CAROL. She tries to attend to her lunch and martini.

Through passing CROWDS, THERESE watches from just outside the restaurant entrance as CAROL climbs into a convertible across the street. CAROL’S best friend, ABBY, drives. She and CAROL greet each other with European-style kisses. Then CAROL turns around and waves to THERESE. THERESE waves back as the car takes off, disappearing into traffic.

ABBY snakes along Sixth Avenue.

CAROL and ABBY exchange a brief glance.

THERESE sits opposite her open locker, now wearing her employee smock. She writes inside an appointment diary, on an otherwise empty page, slowly and carefully in fountain pen:

Mrs. Carol Aird. Seventh Avenue entrance. 2:00 PM Sunday.

She considers what she’s written, blows on the ink so it dries.

A well-kept road full of wealthy homes, green, sweeping lots, old wealth. ABBY’S car pulls into the circular drive of a large modern home, set back against a cloak of trees - the residence of HARGE’S boss, CY HARRISON. There’s clearly a party going on: music, laughter, well-dressed GUESTS arriving, valets opening doors, taking keys, etc. ABBY shuts off the engine and turns to CAROL, who begins rummaging through her purse in sudden agitation.

ABBY leans over towards CAROL, touches her arm.

CAROL looks at ABBY.

CAROL looks towards the house again, gathering herself.

A large room for entertaining right off the foyer. Big, open fireplace. WAITERS circulate with food and drink. HARGE stands in a group with his parents, JOHN and JENNIFER, his boss CY and CY’S wife, JEANETTE.

A reserved silence, as they all know to what he’s referring. HARGE looks off, sees CAROL in the foyer, handing her coat to a VALET.

And he makes his way through the GUESTS to join CAROL.

The party in full-swing. A DANCE BAND plays “Harbour Lights”, and HARGE and CAROL dance a slow fox-trot. CAROL notices the other women, dressed much more formally than she. HARGE clocks this and draws her closer to him.

They look across the room to see JENNIFER watching them, and indeed, looking as if she’d just swallowed a clove of garlic.

Carol and Harge, and Cy and Jennifer are moving through the dinner buffet with their plates.

JENNIFER hovers, tidying the display, and handing stray glasses and napkins to members of the staff.

CAROL exchanges a brief look with HARGE before answering.

JEANETTE offers CAROL a commiserating look: oh-brother.

CAROL and JEANETTE in the gardens. The party can be seen going on through a row of French doors. They smoke cigarettes. CAROL takes off her shoes, rubs her feet.

But they both know that it’s simply the way it is: wives defer to their husband’s wishes.

CAROL takes another look inside the party: couples dancing through the tented plastic.

DANNIE ushers THERESE into the alluring world of a junior photo editor’s office: the contact sheets dangling from light boards, the professional equipment, trays and lenses - but mostly it’s the photos themselves that she’s in awe of. Candids, crime scenes, sports photos, everything that makes up the visual narrative of a newspaper. DANNIE sits at a desk and sets up dinner, a makeshift array brought from home - wrapped sandwiches, bottles of beer. THERESE breathes it all in, not daring to touch anything.

THERESE shakes her head, picks up a contact sheet and a magnifier and glances at the pictures. DANNIE watches her.

A pause. THERESE looks through a camera lens at DANNIE. He looks up at her, she lowers the lens.

DANNIE opens a beer, holds it out to THERESE. She takes it.

THERESE doesn’t answer.

THERESE grabs a sandwich.

A beat. DANNIE moves to THERESE, takes the beer bottle away from her, puts it down. He puts his hand on THERESE’S shoulders.

He kisses her, and she lets him, remaining very still. Then DANNIE steps back and THERESE looks down.

THERESE gathers her things together, goes to the door.

THERESE leaves.

HARGE has brought CAROL home from the party. They stand together outside the door while CAROL fishes for her keys. HARGE reaches into his pocket and produces his, opens door.

She starts to go inside the house. HARGE stops her gently.

She stops herself. HARGE knows what she was about to say.

She starts to step inside the house.

And she quietly shuts the door on HARGE.

The living room is dark and quiet. RINDY has fallen asleep on the sofa; FLORENCE, on a chair opposite. CAROL gives FLORENCE a pat on her shoulder and squats down beside RINDY.

CAROL brushes a strand of hair away from her eyes. She gently picks her up and carries her out of the room and up the stairs.

CAROL lifts a holiday blanket from a small platform, revealing the assembled train set, set up behind a couch. She switches on the train and watches it begin its slow route along the tracks. She sips at a nightcap.

AFTERNOON.

THERESE, in coat, scarf and gloves, waits for CAROL’S car to pull up outside. RICHARD waits with her.

CAROL pulls up to the curb.

RICHARD accompanies THERESE to the car. He opens the door for her, she gets in, shuts the door, rolls down the window. He leans down to kiss her.

RICHARD looks into the car, holds up a hand in greeting to CAROL.

CAROL smiles, salutes her assent. THERESE is slightly embarrassed.

RICHARD leans into the car and touches THERESE’S chin lightly.

But THERESE has already rolled up the window, the car has started to go. RICHARD diminishes through the rear window.

CAROL and THERESE make their way cross town, as a cool winter sun combs through the car windows. CAROL appears at home behind the wheel - relaxed, confident.

To THERESE, the world inside CAROL’S car is a revelation, from the tan leather upholstery and mahogany dashboard to the effortless style and elegance of its driver. The sounds of the world - even CAROL’S occasional chatter - have been replaced with the stillest MUSIC, the sound of air and light. The presence of this older, sophisticated woman, who wears silk stockings and expensive perfume, is intoxicating and unnerving in equal measure. Even Carol’s purse, which rests beside THERESE on the seat, is quite unlike anything she has seen or examined so closely, full of mystery and make-up and fragrances. From there her eyes wander down to CAROL’S legs, clad in smoky silk stockings. Glancing down at her own legs, wrapped in sensible wool tights, THERESE wonders if she will ever be the kind of woman who owns such a car and wears such clothes.

The MUSIC broods slightly as THERESE looks straight ahead and the car enters the Lincoln Tunnel. The car plunges into the semi-darkness as if entering a cocoon, a delirious descent, which binds them together. She watches CAROL’S fingers grip the wheel, how CAROL squints slightly when she concentrates.

THERESE can barely suppress a tiny smile. But glancing back, CAROL suddenly appears to be miles away. CAROL switches on the car radio and Jo Stafford’s“You Belong to Me” comes on.

THERESE leans back in her seat as they continue, speeding through the dark tunnel.

“You Belong To Me”also plays as several COUPLES DANCE, among them RICHARD and a PRETTY YOUNG WOMAN who he clutches tightly. THERESE, drinking a beer, watches them from a hallway just outside the living room.

RICHARD catches sight of THERESE, tensing slightly, before spinning his partner up and away from THERESE’S view. THERESE looks down, pulling out a cigarette from her purse and lighting it. She spots an attractive dark-haired woman on the opposite side of the living room whose eyes are clearly on her. THERESE holds her gaze for a few seconds, but she can feel herself blush, and she looks down. When she looks back up, the WOMAN has disappeared. THERESE saunters a bit, glancing into the next room where she spots DANNIE and his girlfriend LOUISE slow-dancing. They barely move, holding on to each other the way people do when they’re newly in love.

FLASHBACK: DECEMBER, 1952.

At a Christmas tree lot, THERESE sits in the car loading her camera with film. When she’s done, she spots CAROL outside as a TEENAGED BOY ties up their tree, a large Doug Fir. The TEENAGED BOY has a bad cold and CAROL offers him tissues. THERESE steps out of the car, aims her camera and takes a few shots.

The car makes its way to Carol’s house, with the Douglas Fir laid across the front and back seats between THERESE and CAROL.

THERESE loves the feeling of the needles against her skin, the way it smells, the way she knows that CAROL is beside her, though she can’t see her. The car comes to a halt in front of CAROL’S house. It’s a big house, a bigger house than THERESE has ever been inside. CAROL turns off the engine.

CAROL opens her door, pops out of the car. THERESE is about to get out of the car when she sees the front door of the house open and RINDY come tearing out to greet her mother. FLORENCE stands in the doorway, ready to escort mother and daughter inside.

THERESE watches as mother and daughter proceed inside, chattering away.

THERESE prepares a tray of tea and cookies. Through the open door we can see CAROL and RINDY in the living room, decorating the tree. Almost finished, CAROL is setting up a ladder beside the tree.

RINDY roots around in the pile of ornaments, finds it.

THERESE watches as CAROL ascends the ladder and places the star at the top of the tree.

CAROL descends the step ladder and joins Rindy, taking her into her lap.

O/S FLORENCE You find everything you need, miss?

THERESE, startled, turns to see FLORENCE standing at the rear of the kitchen, near a back door.

FLORENCE picks up the tray, walks through to the living room.

A fire crackles in the fireplace as CAROL, seated under the tree, struggles to wrap the train set. THERESE sits at the piano, improvising, jumping from one bit of a tune to another. A half-empty bottle of white wine and a couple of glasses stand nearby.

THERESE stops playing. A silence.

THERESE begins to play“Easy Living.” CAROL listens for a moment, rises, walks over to Therese.

She grazes her hand on Therese’s shoulder. THERESE freezes, and CAROL tries to lighten the moment with two quick strokes to her cheek. THERESE continues to play and CAROL listens.

THERESE finishes the song. CAROL starts over to a table by the couch, opens a cigarette box, takes one out, lights it.

From outside, the sound of a car pulling into the driveway. Car door opens and slams. The moment broken, CAROL rises quickly, and marches toward the front door.

CAROL comes out of the living room and finds HARGE in the entry, restringing the mistletoe.

HARGE approaches CAROL, reaching out to greet her, but stops, spotting THERESE at the piano in the living room. He looks to CAROL and CAROL looks away. Then HARGE moves past CAROL down the hall and into the kitchen. THERESE clocks it all.

THERESE browses through a book, alone in the living room, as she hears CAROL and HARGE conversing in the kitchen. Through the cracked door she catches glimpses of CAROL pacing to and fro, anxiously smoking, and hears the sounds of HARGE repairing a pipe under the kitchen sink. She tries occupying herself, perusing titles of books from the bookshelf.

HARGE emerges from beneath the sink, having hurt his hand. CAROL goes to help him up. But as he does he spots THERESE through the door. He marches over and opens it fully. THERESE looks caught, startled. A silence.

HARGE sizes THERESE up for a moment before he turns back into the kitchen. He walks past CAROL and exits into a cloakroom at the back of the house where we hear sounds of his cleaning up. CAROL, exasperated, approaches the living room doorway.

CAROL gently shuts the door. THERESE is left standing there, shut out.

A UNIFORMED CHAUFFEUR sits at the wheel of Harge’s car, alert and silent, as CAROL bundles RINDY into the back seat. FLORENCE puts her bags in the trunk as HARGE waits with a cigarette and drink outside the front door.

RINDY pulls back from the hug. She has an idea.

RINDY gives her a bright smile and CAROL hugs her, and kisses her eyelids. CAROL clocks the CHAUFFEUR watching her through the rear view mirror, and quickly looks away.

MUSIC PLAYS softly from the phonograph (”El Americano”by Xavier Cugal and his Orchestra)as THERESE tidies up, trying to make herself useful. She can see CAROL through the bay window, shutting the car door and starting back towardthe house, wearing only a thin sweater around her shoulders.

She sees HARGE step off of the front porch, stub out his cigarette, and walk towards CAROL.

CAROL heads to the front door, but HARGE pulls her back towards him. A silence, as he takes her hand in one of his. He can hear the MUSIC from inside the house. He sways a little.

He pulls her closer to him, he closes his eyes, tries to dance with her.

Through the open front door THERESE can see HARGE stumble back slightly, away from CAROL and CAROL grabbing his arm to right him.

HARGE takes a step towards CAROL. THERESE ducks back into the living room, not wishing to overhear any more.

HARGE tries to take her hand, she backs away.

THERESE goes to the phonograph, increases the volume slightly, so that she can hear only the rising and falling of the voices outside.

HARGE reaches out to grab CAROL, she backs away. He stumbles, falls onto his knees. A silence, as he catches his breath.

HARGE is about to respond, but he suddenly realizes he’s on his hands and knees, drunk, before CAROL, who is very still and very silent.

CAROL takes a step towards HARGE. She cannot bear to see him in this state. But HARGE won’t accept her help now. He rises, and takes a quick look at his waiting car, RINDY in the back seat. HARGE takes a few deep breaths, smooths his clothes, wipes his face with the palm of his hand. CAROL takes another step towards him.

HARGE stiffens, recoils, digs his hands deep into his coat pocket and turns away, striding briskly to his car. CAROL watches as he piles in and shuts the door. The car drives off. CAROL hugs herself tight against the cold.

THERESE hears the front door quietly shut, standing at the phonograph - still, silent. She looks up and CAROL is there, watching her, but it’s almost as if CAROL is looking through her. Then CAROL goes to switch off the phonograph and moves off to pour herself a drink. She opens the cigarette case.

A pause. CAROL drinks. THERESE covers her upset.

CAROL drives THERESE to the station. There’s no one else on the road; it’s utterly noiseless. At this moment there couldn’t be more distance between them.

THERESE sits against a window as the train speeds its way back to Manhattan. A couple of HOLIDAY REVELERS, laughing and tipsy, bump against THERESE’S seat as they make their way through the car. THERESE turns to watch them as they make their way to the end of the car. Their joyfulness is unbearable to THERESE. She makes herself as small as she can against the window. She is crying.

It’s a warm, ramshackle apartment full of overstuffed, mismatched furniture and bowling trophies. In the kitchen, RICHARD washes up a pile of dinner plates while MRS. SEMCO sits at the table with THERESE. She takes a thermometer out of THERESE’S mouth and holds it up to the light to read it.

THERESE reads the thermometer for MRS. SEMCO.

RICHARD and THERESE exchange a look. RICHARD’S mother has embarrassed him.

MR. SEMCO appears in the kitchen doorway. He wears a bowling shirt and carries a bowling bag.

RICHARD’S even more embarrassed.

MRS SEMCO beams, pinches THERESE’S cheek.

She prepares THERESE a plate. RICHARD and THERESE exchange a look. He appreciates her assist.

RICHARD’S ROOM. THERESE and RICHARD sit on his bed. THERESE holds a wrapped box on her lap.

THERESE unwraps and opens the box. Inside are brochures of France- and two tickets for passage on a ship. The date of departure: March 1, 1953. A pause.

RICHARD beams, takes one of the tickets from THERESE.

THERESE stares at the ticket in her hand, picks up one of the brochures full of pictures of Paris landmarks...

THERESE looks up at RICHARD.

THERESE just stares at him, unable to say a word.

But this stings THERESE, and RICHARD regrets saying it.

A silence. THERESE puts the ticket and brochure back into the box, puts the lid back on to the box.

THERESE can be seen through a window getting out of a cab, entering the dark building and wearily climbing the stairs. As she gets to her apartment door the hall telephone STARTS TO RING. THERESE turns, sighs, goes to answer it.

A door down the hall cracks opens - THERESE’S LANDLADY peers out towards THERESE.

None too pleased, THE LANDLADY shuts her door. THERESE returns her attention to the phone.

No one answers.

CAROL, on the other line, smokes a cigarette, exhales.

Suddenly, THERESE knows who’s on the other end of the line. She closes her eyes.

THERESE closes her eyes. Silence. Which is suddenly pierced by A GROUP OF YOUNG PEOPLE entering THERESE’S building, giddy and intoxicated. THERESE is startled, watching them from above, stumbling into the building. By the time she puts the phone back to her ear, she knows CAROL’S hung up.

The party is in full swing - more of a crowd, more LAUGHTER, boozing.

THERESE stands at a window near a SMALL GROUP OF PEOPLE, including GENEVIEVE CANTRELL, the woman she spotted earlier. THERESE tries to watch GENEVIEVE without being seen as a MALE PARTY GUEST dominates.

GENEVIEVE smiles - touche. THERESE smiles, too, loosening up, enjoying the flirting.

GENEVIEVE hands THERESE a beer, and they clink in a toast. THERESE smiles, she enjoys GENEVIEVE’S attention, but she can’t hold GENEVIEVE’S gaze, something about its boldness draws her away from the moment, from the party...

FLASHBACK: DECEMBER 1952

The employee Christmas party is in progress, which consists of the same old lunch plus Christmas cookies, holiday music and decorations. THERESE stands next to RUBY ROBICHEK in a long line of staff. When it’s RUBY’S turn, the SERVER gives RUBY double of everything in a food box. THERESE notices this, and RUBY sees her notice.

THERESE and RUBY sit at a table. RUBY digs into her purse, finds a slip of paper and pen, scribbles down her address and telephone number and gives it to THERESE.

This pleases RUBY and she digs into her lunch with gusto. A silence. THERESE watches her eat. She watches everybody eat, seemingly in unison. THERESE slides her tray over to RUBY.

THERESE nods. RUBY takes THERESE’S meal and shovels it into her food box.

THERESE summons a smile in reply, at a loss for words.

From a distance, we see CAROL’S car pull swiftly into a parking space near FRED HAYMES’ law offices. CAROL gets out of the car and walks briskly down the busy street into the building.

FRED HAYMES, CAROL’S lawyer, is just returning to his office when he catches CAROL delivering a small Christmas present to his SECRETARY.

CAROL SECRETARY

Merry Christmas, Katherine. Ohhh...

They settle inside FRED’S office and FRED closes the door.

An awkward silence. FRED clears his throat.

CAROL is stunned. She sits.

A silence.

CAROL looks up to FRED, nods.

A silence.

CAROL looks back at him in a state of frozen disbelief.

CAROL reenters the street in a numbing daze. She passes crowds of Christmas SHOPPERS with places to go and things to do. She’s not one of those people. She finds herself walking back in the direction of her car through the glare of winter light. She puts a cigarette to her lips and begins searching through her purse, struggling to find a light. Finally glancing up she is struck by the sight of truck backing out of the lot, and collides with a PEDESTRIAN clearing way.

CAROL turns into a shop window where she finally manages to light her cigarette, taking several deep drags.Looking up she focuses a moment on the display. It’s a vacation theme: sunglasses on mannequins, cameras slung around their necks, luggage stacked in artful piles. She lets her gaze fall on a large two-tone brown leather suitcase.

THERESE waits for a requested title at the front counter of a midtown record store. The STORE CLERK returns with her request: A Billie Holiday album, with“Easy Living” prominently displayed on its cover.

She hands him a five-dollar bill and he begins ringing her up. As she waits for her change, she spots two SHORT-HAIRED WOMEN at the listening station, sharing a single pair of headphones. The more mannish of the two, in horn-rim glasses, leans against the railing dressed in tailored trousers and jacket over a button-down shirt. The other wears a sleekly tailored woman’s suit, very professional. They are obviously a couple of some kind: New York lesbians. THERESE observes them for a moment, until the woman in slacks looks over - and THERESE quickly looks down.

RICHARD, waiting outside with his bike, turns to find THERESE walking briskly out of the record shop.

They start down the block toward THERESE’s apartment.

They turn down a small driveway, cutting through an empty lot. THERESE tries to change the subject.

THERESE stops, brooding, and RICHARD stops and turns to her.

THERESE nods. They resume walking.

They reach THERESE’S building. RICHARD leans his bike against a railing, takes THERESE’S hands in his.

THERESE runs up the stairs to her building’s front door, and is in before RICHARD can say another word.

ABBY and CAROL sip martinis in silence at a favorite joint. The brown two-tone suitcase CAROL saw in the shop rests against the table.

Beat.

CAROL downs her drink. She pushes it towards ABBY for a refill. ABBY refills for them both.

CAROL laughs.

ABBY offers CAROL a cigarette, she takes it, ABBY lights it. CAROL leans back in her chair, relaxes.

A silence. ABBY looks away from CAROL. CAROL leans in towards her.

CAROL doesn’t have the words.

They share a naughty smile, thinking about serious redheads. They toast. ABBY gestures to the suitcase.

A silence.

CAROL nods her agreement: there’s no denying it.

Someone is knocking at Therese’s door.

THERESE sticks her head out of her bathroom and looks quickly around the room. She hurries out, still brushing her hair and fixing her blouse. As she walks to the door she quickly stashes the Billy Holiday record under a pillow, and flips on the phonograph (“Smoke Rings,” Les Paul & Mary Ford begins to play). She takes a last look at her freshly tidied apartment and pulls opens the door.

It’s CAROL, the suitcase on the floor beside her.

CAROL lights a cigarette. THERESE can do nothing for a moment but stare. Then THERESE catches sight of the suitcase, which CAROL pushes across the threshold with her foot.

THERESE bends down to open the suitcase. Inside is a brand new camera and plenty of rolls of film.

CAROL looks at THERESE’S photographs. She takes her time, really examining them. THERESE watches without crowding her - eager for her good opinion. CAROL comes to the photograph THERESE took of her at the tree lot, hung on the wall. She’s moved by it, by the primacy of place THERESE has given.

Leaning against the end-table, CAROL picks up a small photo in its original cardboard frame: THERESE, aged 5, at a convent school.

CAROL puts it down, a bit abruptly, and steps into THERESE’S kitchen sink/dark room.

THERESE heads to the icebox, where she fishes out a couple of beers. She turns back to find CAROL another step away, fighting back tears.

THERESE is frozen for a moment, not knowing exactly what to do. She approaches CAROL but hesitates, looking down at the beers in her hand before setting them down on the counter.

She proceeds gingerly, putting a tentative hand on CAROL’s shoulder, squeezing it. Very quietly, still turned away, CAROL breaks. She lowers her head as THERESE steps closer.

Sipping coffee from mugs, CAROL saunters along the perimeter of the roof while THERESE sits on a perch, watching. It’s not much of a view, but they can see the tips of the impressive buildings, the lights, the cloudy night sky.

A pause. The remark stings THERESE, but she tries to conceal it.

THERESE can’t hide her dismay.

A beat. CAROL looks directly at THERESE.

A long, held moment before THERESE makes a decision.

A few flurries of snow have begun to fall.

THERESE is removing her personal belongings from her locker (some stockings, scarves, books) and putting them in her bag. She separates her Frankenberg’s Employee Handbook and her slightly bloody Santa cap and places them in the locker shelf. Down at the other end of the locker room she hears some girls approaching. Beyond them she spots RUBY ROBICHEK seated on a bench, rolling up her calf-length stockings, looking more weary and alone than ever. THERESE carefully shuts her locker.

Through the Christmas display windows we see THERESE exit the store with her belongings and hail a cab from the street. As the taxi whisks her off we see her glance back one last time.

THERESE and RICHARD at the kitchen table. THERESE’S clothes and suitcase are spread out on the bed.

RICHARD looks up at her sharply. THERESE looks away from him.

This stings him, and they exchange a sharp look.

THERESE has surprised herself with her boldness.

RICHARD grabs his jacket and starts out the front door.

As he storms down the stairs, the LANDLADY sticks her head out of her door, observing the row.

He storms out of the building as THERESE starts back to her apartment, receiving the LANDLADY’s glares.

BRIEF CLOSE-UPS: THERESE places clothes in her new suitcase. She wraps CAROL’s gift. She composes CAROL’s gift card.

THERESE is roused from sleep with the sound of an approaching car. She opens her eyes, taking in her surroundings - the comfortable guest room at CAROL’S. She hears voices from outside and turns to look out her window.

A fresh layer of snow has fallen and ABBY’S car has pulled up the drive, top-down as usual. CAROL can be seen outside, with a coat thrown over her robe.

ABBY tries to stifle a laugh, doesn’t quite. CAROL puts a finger to her lips: “shhh.”

ABBY hops out of the car.

ABBY and CAROL enter the house.

They see THERESE sitting at the top of the stairs in her pajamas.

ABBY stifles a snort. CAROL ribs her, good-naturedly. THERESE guardedly watches the way the two interact.

THERESE stands, and ABBY sizes her up.

THERESE nods, smiling, then slips back down the hall.

ABBY is finishing preparing sandwiches which THERESE is wrapping up.

A pause while they work.

THERESE can’t quite cover her slight frown. ABBY clocks this.

She grabs a pack of cigarettes from the counter, lights one. THERESE watches her. ABBY offers her a cigarette and a light.

A beat, before ABBY breaks a smile, and THERESE decides to smile along.

A beat, then:

ABBY looks out a kitchen window, smokes.

THERESE starts putting the food and drinks into a large picnic basket.

ABBY sighs. She suddenly looks a little sad to THERESE.

THERESE and CAROL finish loading up the trunk and wiping the last of the snow from the windshield. CAROL slams the trunk lid shut, strides to the driver’s side, opens the door, gets in. THERESE hurriedly removes the last of the snow from the back windshield as CAROL starts up the car, revving the engine. The hot exhaust creates a swirl of steam as a soft spell of MUSIC rises. THERESE trots up to the passenger side door, taking a last look around before jumping into the car.

MUSIC continues over shots inside the car: THERESE pouring coffee for CAROL from the thermos - piping hot and pre- creamed. THERESE lighting two cigarettes and handing one to CAROL, as they drive through the black and white of the snowy thruway towards Philadelphia.

CAROL and THERESE eat tomato soup and crackers, virtually alone in the dreary city diner. A few dismal strands of tinsel and garland, strewn about for holiday effect, surround a green and red cardboard banner which reads:MER Y CH TMAS. THERESE puts aside her meal, gazes out of the window at the largely deserted city streets.

THERESE turns to CAROL, who smiles in approval at THERESE’S plan. THERESE can’t wait any longer, reaching under her seat and producing her nicely wrapped gift for CAROL.

But CAROL is pleased, and THERESE is pleased that she’s pleased.

She watches CAROL unwrap the package. It’s the Billie Holiday record with “Easy Living”on it.

THERESE picks up her camera, focuses on CAROL, and snaps a picture. CAROL brings her hands up to her face.

THERESE realizes she’s holding CAROL’S hands in her own. She quickly looks around the diner, feeling slightly embarrassed, but no one else is looking. CAROL clocks this, squeezing THERESE’S hands and gently extricating herself.

THERESE regrets using the word, watching CAROL’s mood darken, slightly.

THERESE returns from the ladies room at the rear of the diner, walking past a WOMAN IN HER THIRTIES gathering her THREE YOUNG CHILDREN. At first THERESE doesn’t see CAROL, then spots her through the window, at a pay telephone. She sees her inserting her change and quickly dialing a number.

HEAR THE RINGS: Once. Twice. Three times.CAROL glances toward the diner window. Through the glass one of the WOMAN’s CHILDREN is making faces through the precipitation. Just beyond is THERESE, paying the bill at the counter.CAROL replaces the receiver in its cradle before the call can be answered. THERESE turns to exit the diner and spots CAROL smoking a cigarette.

CAROL drives. THERESE is sleeping, huddled up against the passenger side window. A blanket partly covers her.

CAROL takes one hand off the steering wheel and pulls up the blanket so THERESE is covered.

CAROL’S car glides along the empty road, behind it, the eerie glow of the Pittsburgh industrial skyline, ahead of it: pitch darkness.

We see HARGE rushing out of the rear door of his car, his CHAUFFEUR idling, and rushing up the walk of a dark, brickfront bungalow.

Ferocious banging on the front door as ABBY rushes down stairs, tying up a robe as she goes. She opens the door. It’s HARGE, in a state, breathing hard.

ABBY starts to close it but HARGE intercepts.

ABBY quietly shuts the door. But each remains unmoving a moment, in the dark.

THERESE is stepping out of her room with her suitcase, dressed for the day. She walks over to the next room and quietly knocks on the door.

When there’s no answer, she tries the door. It’s open.

THERESE peeks her head into the room, to the sound of running water from the bathroom. She sees CAROL’s overnight case is open on her bed, her things spread about the room.

THERESE finds the case, opens it. She takes a moment to look at CAROL’S clothes in the case before she actually touches them, feeling the fabrics, the silks and cashmeres, taking in their powdery smells. Something at the bottom of the case catches her eye. A glint of metal beneath some stockings. She removes the stockings, revealing a small, pearl-handled pistol. She reaches out, tentatively, to touch it, just as CAROL calls out from the bathroom.

O/S CAROL Hey, slowpoke...

THERESE quickly withdraws her hand and hurriedly replaces CAROL’S clothing. She grabs the red sweater.

THERESE takes the sweater to the bathroom door and knocks lightly. The door opens, revealing CAROL standing there with a towel wrapped around her. Steam filters out of the bathroom. THERESE hesitates a moment, then hands her the sweater.

CAROL drives, looking out on the increasingly frozen landscape. THERESE is grabbing a sandwich from a basket on the back seat. CAROL’S packed suitcase rests beside it. THERESE settles back into her seat.

THERESE continues thinking, eating her sandwich.

CAROL glances at her. THERESE holds her gaze. CAROL turns her attention back to the road.

CAROL shakes her head, smiles.

THERESE considers this, then glances back at CAROL, who peers out at the open road, the cool winter sun skating across her face.

CAROL’S car pulls into the drive of a small motel with an elaborate and large painted likeness of William McKinley on wood billboard.

The front desk of the blonde-wood hotel office. A very prim HOTEL MANAGER assists CAROL, checking in.

CAROL and THERESE exchange a look.

THERESE at the ice dispenser. She’s bundled up in scarf, gloves, overcoat - but wearing bunny slippers. She struggles to fill an ice bucket, shivering.

THERESE looks up. A tall, affable looking young man with spectacles appears beside her, holding up the lid of the dispenser while she fills her bucket.

He tips his hat to her and THERESE heads back to her room.

True to its name, framed photographs of William McKinley and his wife hang over the twin beds. Also adorning the suite, a dressing table with a fan-shaped mirror, bedside cabinets, gold-specked table lamps, striped wall paper. A record plays on THERESE’s portable turntable,(”Easy Living(1933 version)” by Billie Holiday). THERESE sits beside CAROL at the dressing table as CAROL carefully applies mascara to THERESE’S lashes.

CAROL turns THERESE around to the mirror.

CAROL chooses a lipstick, gives it to THERESE and watches as THERESE applies it. CAROL hands THERESE a tissue. THERESE blots, hands CAROL the tissue.

CAROL picks up a perfume bottle, hands it to THERESE.

THERESE applies perfume to the inside of her wrists, the crook of her arms, and her neck. She turns to CAROL. CAROL holds out her wrists to THERESE.

THERESE applies perfume to the same spots on CAROL. CAROL closes her eyes, arches her neck back slightly.

A beat, and THERESE leans forward to smell CAROL’S perfume.

From her neighboring twin bed, THERESE watches CAROL sleep. Very gently, she slips out of her bed and sits down silently on the edge of CAROL’S bed, and watches her breath. She quietly lifts a finger and lightly runs it along CAROL’S cheek. CAROL turns over in her sleep. THERESE waits to be sure CAROL won’t wake, then returns to her own bed.

THERESE is seated in the improvised breakfast room, made up of a few mismatched tables and chairs, and a paltry spread of coffee, juice and rolls. She spots the YOUNG MAN from the ice dispenser pouring himself a cup of coffee, carrying a large black case. He spots THERESE and smiles broadly.

Before she can even respond he’s setting down his cup and pulling up a chair. THERESE spots CAROL arriving with a road- map, making a beeline to the coffee.

CAROL arrives opposite Therese and plops down.

THERESE makes a gesture to his case, which CAROL regards.

CAROL smiles politely, but returns her attention to the map.

THERESE throws a little smile to CAROL, as TOMMY shakes his head. MUSIC picks up, carrying over the following scenes.

The wide open road stretches out before us as CAROL’S car comes gliding by.

Inside, THERESE enjoys the sweet boredom of nothing but time in CAROL’S company. She scans the radio dial.

[EXT. ROADSIDE. LATER. DAY

CAROL and THERESE, bundled in coats and scarves, sit on the low branch of a tree, just off the road, sharing sandwiches and thermos coffee.]

The shimmering entrance to Chicago’s Drake Hotel is a swarm of taxis, GUESTS and BELL-HOPS. CAROL and THERESE, bleary from the road, come to a stop and begin quickly gathering their things from the car.

A BELLBOY carries CAROL and THERESE’S bags into an opulent room. We hear CAROL tip and thank him as we follow THERESE into her first encounter with hotel luxury. CAROL collapses onto one of the beds.

THERESE inspects the room like a detective. She bends to run her hand through the carpet.

She turns to look at CAROL... fast asleep on the bed.

Carol speaks to the hostess as Therese observes the busy hotel restaurant, with WAITERS moving briskly and efficiently through the room.

Therese eyes the gifts and souvenirs at the counter: fancy boxes of candy, souvenir key rings, pens. She lifts a can of specialty Virginia ham.

CAROL picks up the order form and pencil and hands it to THERESE.

Therese takes the form and pencil with her as they are led to their table.

CAROL in a phone booth placing a call. She can see THERESE from the booth, who stands in line to collect general delivery mail.

THERESE on line to pick up her mail. She looks around for CAROL, spots her dialing in the phone booth...

His private phone rings. He picks up.

Nothing from the other end.

CAROL, suddenly unable to respond, leans her head against the phone box a moment, then quietly hangs up the phone.

CAROL joins THERESE at the post desk. THERESE has picked up a few letters.

Carol throws her scarf over her head and starts out. Therese watches her a moment as she goes, then follows.

CAROL and THERESE stand at the side of the frozen road, considering a flat tire. CAROL starts rummaging through her purse when she looks up and hears a car coming.

THERESE tries to flag down the approaching motorist for help. A dark-colored ‘42 Chrysler Sedan slows to a stop and pulls over ahead of them. The driver backs up, revealing it to be TOMMY TUCKER, the notions salesman.

TOMMY hops out of his car and approaches the women. He inspects the tire.

In the front seat, THERESE offers CAROL some coffee from a thermos. Radio softly plays. Up ahead, TOMMY leans over the hood, his hands black from a lengthy operation.

Silence.

They look up to the sound of CAROL’s car starting up again. TOMMY climbs out of the drivers seat and approaches, dusting himself off. CAROL and THERESE get out to meet him.

CAROL starts off to the car, leaving an uncertain beat between TOMMY and THERESE.

THERESE smiles as he back-steps, tips his hat and gets into his car. She glances at CAROL, climbing into the car - and feels a sudden surge of longing.

On the road leading into Waterloo, CAROL’S car speeds by a billboard sign with a cartoon of Napoleon being strangled by Nelson. In fancy script below the cartoon is written: WATERLOO BECKONS. POP. 12,070.The sky is a deep red.

Twin beds, quilted headboards, the usual. Radio tuned into Guy Lombardo’s New Year’s Eve broadcast from the Waldorf Astoria. It’s almost midnight. A couple of chipped plastic trays carrying the remnants of some ham and cheese sandwiches are set on one of the beds. CAROL sits sipping beer from a Champagne flute, her hair wrapped in a towel. Each dressed in robes, CAROL watches THERESE brush out her hair at a dressing table. The countdown to the New Year begins on the radio. Five. Four. Three. Two. One: HAPPY NEW YEAR! And the familiar Lombardo signature“Auld Lang Syne” begins, but neither woman takes notice. Instead CAROL gets up from the bed, takes the brush from THERESE and begins to brush THERESE’S hair, slowly, carefully. When she’s done, she puts the brush down and turns THERESE around to face her.

They face each other in silence, listening to the faraway radio broadcast - a moment when anything could happen.

THERESE, for the first time, reaches out ever so slightly to brush her fingers against CAROL’S. CAROL looks down at their fingertips touching.

THERESE squeezes CAROL’S hand ever so slightly. The Guy Lombardo band strikes up a bright New Year’s tune.

CAROL unties her robe and lets it fall open, revealing her nakedness to THERESE. It’s so still, it’s as if all breath in the room were suspended. THERESE stands up to join her, and CAROL takes her face gently in both her hands. She kisses THERESE’S lips. It’s a wondrous kiss for them both, slow and unhurried. Afterwards, CAROL removes her hands from THERESE’S face and eases off the towel from her head.

CAROL moves towards THERESE, takes her in her arms, leads her to the bed.

THERESE does. CAROL lets her own robe drop to the floor then opens THERESE’s robe on the bed, taking in her youthful beauty.

She climbs onto the bed and straddles THERESE. She strokes her face, her hair. THERESE closes her eyes, but begins to tremble involuntarily.

CAROL leans down to kiss her lightly on the forehead, then reaches across the bed to shut off the light. THERESE stops her.

CAROL nods, then slides down THERESE’S body and stops just below THERESE’S navel. She kisses her belly, moves down THERESE’S body with her mouth. THERESE looks up at the ceiling, trying to quell her body’s shuddering of nerves. She closes her eyes. CAROL slides up THERESE’S body and plays with one of THERESE’S nipples with the tip of her tongue. THERESE moans softly. She pulls CAROL up to her mouth and they kiss eagerly, passionately. THERESE opens her eyes and regards CAROL’S face, so close to hers, and smiles.

They begin to make love for the very first time.

Morning light filters through the drawn curtains as THERESE, still in bed, watches CAROL packing up for the day ahead. But suddenly, this day, everything in the world is different.

The deserted office is strewn with empty beer bottles and cheap New Year’s decoration. CAROL looks around for a clerk, rings the desk bell. An ANCIENT WOMAN shuffles on out of the back room. She wears a party hat.

The ANCIENT WOMAN shuffles on out of the room and comes back with a telegram. She gives it to CAROL. CAROL opens the telegram. Reads it. It’s not good news.

CAROL storms out of the office, tearing past the patchy remains of snow, where THERESE is loading the car with their belongings. CAROL pulls open the driver’s side door, searching for something she doesn’t see, and slams the door shut. She runs up to the cabin they just vacated and tears open the door, almost immediately comes out again, slamming shut the door. She’s furious.

CAROL storms over to the trunk, brushing past THERESE on the way. She finds her suitcase, flings it open and starts rifling through it. She finds the pistol. THERESE tries to block her way.

CAROL pushes past THERESE.

CAROL kicks at the door of the cabin next to their’s.

THERESE runs up to the door to join CAROL.

Carol reaches for the door and finds it unlocked. She kicks the door open and takes aim. TOMMY TUCKER stands inside getting dressed, trousers half on, half off. He wears his hat. He grabs his spectacles off a table and slips them onto the end of his nose. On the unmade bed before him is his big black case, opened to reveal an elaborate reel-to-reel tape recorder and sophisticated microphones. THERESE stares at the equipment, uncomprehending. CAROL cocks her pistol and assumes the shooting stance, aiming directly at TOMMY’S head.

She enters the room, starts pulling apart the case, the equipment, all the while keeping the pistol aimed at TOMMY. TOMMY continues to dress himself, rather calmly.

A tense pause. CAROL moves towards TOMMY. He remains quite calm, still. But he keeps his eye on her all the while. CAROL advances closer, aiming the pistol at his head.

CAROL tenses up, putting her index finger on the trigger. All at once she whirls around to the recording equipment, points the gun to it, and pulls the trigger - but the gun just clicks. She tries again, but the trigger jams. In utter frustration she hurls the gun at the recording equipment. THERESE, who’s been hovering by the door, moves towards CAROL.

CAROL, exhausted and distraught, gives THERESE the telegram and moves outside of the cabin. She slumps against the railing.

THERESE exchanges a look with TOMMY, who’s still cool as a cucumber. THERESE retrieves the gun, joins CAROL outside. CAROL lights a cigarette, looks out towards the highway. THERESE reads the telegram, then looks up through the door to TOMMY, still standing half dressed in his cabin.

A silence. CAROL smokes, THERESE shakes her head at TOMMY, disgusted, not wanting to believe this is happening. TOMMY tips his hat to THERESE.

THERESE, carrying pistol and telegram, finds some trash bins in an alley. She lifts the lid on one and tosses the pistol into it, but it lodges on top. She buries it with one hand, and does her best to clean it off with the telegram. She tosses back the lid and hurries back to the street, rounding the corner. There she finds CAROL at a pay phone. She steps back instinctively, but overhears the end of CAROL’S call to ABBY.

THERESE wishes she could hold CAROL in her arms at this moment. But she knows she can’t.

CAROL drives in silence as they approach Chicago. THERESE smokes a cigarette. You could cut the tension with a knife.

THERESE begins to cry, softly. CAROL pulls over to the side of the road, against a frozen bank of snow. She turns THERESE towards her. She dries her tears. CAROL and THERESE regard each other, calmly, steadily.

A pause. CAROL runs a finger along THERESE’S cheek. She turns back to the wheel. Restarts the car.

More silence. CAROL, at a loss to make the situation better, accelerates quickly onto the highway.

CAROL is finishing a call with ABBY, sitting on one of the twin beds, smoking. THERESE emerges from the bathroom, switching off the light. She stands for a moment in the dark before she climbs into the other bed.

She hangs up the phone and looks down a moment. Then she turns to THERESE with a sad tenderness.

Silence. THERESE gets up, joins CAROL in the other bed. CAROL wraps her arms and legs around THERESE, kissing her gently on the eyes, the lips. THERESE looks at her deeply and then kisses her back, a long, lingering, searching kiss.

A ribbon of daylight over THERESE’s face. Eyes still shut, she reaches out for CAROL, but CAROL’S not there. No sound coming from the bathroom. She lifts her head and checks the clock: 8 AM. THERESE sits up in the bed. There, seated in an armchair in the semi-darkness, is ABBY. She smokes a cigarette. And all at once THERESE understands what CAROL’S absence means. Silence.

Piercing silence.

ABBY puts out her cigarette, gets up and pulls open the curtains. Cold, bright sunlight streams into the room.

THERESE stares out the window; she hasn’t touched her meal.

ABBY slides THERESE’S plate to her side of the table and starts finishing it. THERESE turns to her.

A pause. ABBY starts to say something, thinks better of it. She leans in towards THERESE.

Therese takes this in, then looks up at Abby. Silence.

She opens her purse and searches inside. She produces an envelope.

ABBY hands her a letter.

In a WIDE lonely frame we see THERESE has stepped outside the diner to tear open the letter. As she reads, we hear CAROL’S voice:

We see ABBY leave the diner as THERESE continues reading. She climbs in the car and starts the engine. A soft undertone of MUSIC has emerged.

ABBY in the bathroom, washing out some clothes. Through a crack in the door, she spots THERESE, seated on the bed, drained by tears, expressionless.

ABBY pulls the car off the road near a small grove of trees and fading clumps of snow. THERESE jumps out, makes for the trees and tries to hide herself before she throws up. ABBY lights a cigarette and remains in the car, watching THERESE from a distance.

ABBY, at the wheel, glances in the rear-view-mirror at THERESE, stretched out asleep on the back seat of the car. Distant passing lights comb over her repose.

THERESE, in her overcoat, suitcase beside her, stands in the middle of her apartment. It’s full of her things, but it looks like a foreign land. All the photographs on the wall seem as if they were taken by someone else.

THERESE hunches over her sink, bathed in red light. She takes a quick deep drag of a cigarette, burning in an ashtray. Rows of negatives hang from hooks underneath the kitchen cupboards, over the trays of chemicals. She finds a certain shot on the enlarger, marks it, and focuses. She begins the process of developing the print.

Finally, she watches the photo in its bath slowly appear - a shadow here and there, a shape forming - and it’s CAROL, asleep on her back, her body akimbo in a tumble of sheets, one hand resting delicately.

THERESE is creeping down the half-lit stairway. She picks up the phone without making a sound and stares at the dial. She hangs up. Then in one continuous gesture she picks it up again and dials the number. She stands frozen. One long ring. Silence. Another long ring. Then someone picks up the line. But there’s silence on the other end.

Nothing. THERESE is frozen.

The silence that follows is like an answer. THERESE holds the receiver close: a precious thing.

CAROL in the dark, on the other end, still. She makes a movement as if to say something, but doesn’t. We see her finger softly graze the receiver button before pressing it down.

Extremely CLOSE on THERESE hearing CAROL disconnect, but holding on in the void.

HARGE, CAROL, JENNIFER and JOHN are seated together for a weekday lunch, with everything distinctly in its place. Eisenhower’s inauguration proceedings can be heard and glimpsed on the living room television set.

CAROL reaches over to take the bowl of mashed potatoes, but HARGE gets to it first, spoons some out for CAROL. The atmosphere is polite, but far from relaxed.

CAROL appreciates HARGE’S small kindness.

HARGE throws her a little look.

JENNIFER and JOHN continue eating in silence.

CAROL sits alone near the living room window, caught in a stare. She’s jolted out of it by the sound of JENNIFER, approaching with a cup of tea. CAROL turns.

JENNIFER sets it down on a small end table, and places a hand on CAROL’s shoulder. Just then we hear the sound of a car coming up the drive.

CAROL rises, gives her hair a quick pat and starts off toward the door.

CAROL stops, turns. JENNIFER walks over to where CAROL stands her and adjusts her collar.

CAROL manages to maintain composure, then turn from JENNIFER and continues on to the door.

CONTINUOUS.

CAROL runs to greet RINDY, who walks hand-in-hand with a MIDDLE AGED COUPLE, RINDY’S AUNT AND UNCLE. When she sees her Mother, RINDY lets go of their hands and runs towards CAROL. They meet. CAROL kneels down and sweeps RINDY into her arms. She hugs her tightly, holding on for dear life.

DANNIE is over, helping THERESE repaint her apartment. THERESE is on a ladder, painting some molding near the ceiling and DANNIE is below. As the RADIO plays(”Lullaby of Birdland” by Georges Shearing), DANNIE spots THERESE wiping sweat from her brow. They’ve clearly been at it a while.

DANNIE goes to the kitchen to grab some beers and an opener. THERESE has been developing more photos - almost all of them pictures of CAROL from their trip. DANNIE can’t help but take a look.

He hears something behind him and turns. It’s THERESE.

THERESE crosses the room and begins picking up the pictures, tidying the area.

THERESE shakes her head, takes the pictures into the other room and s pulls open a drawer to stash them in.

THERESE is stopped a moment by her own words, reminding her of another time and place. She looks back at him.

DANNIE shrugs and they get back to work.

THERESE sits on her kitchen floor sorting photographs, a cigarette burning in an ashtray beside her. She’s busy placing them into neat piles. We see her older work - LANDSCAPES, STILL LIFE’S, ARCHITECTURAL DETAILS - and all her newer work - PHOTOS OF KIDS PLAYING IN THE STREET, OLD WOMEN DRAGGING SHOPPING CARTS, CITY FACES - virtually all of them depicting people. At the bottom of one pile she discovers the picture of CAROL BUYING THE XMAS TREE. She considers it a moment before pulling it out of the stack.

It’s a gray, rainy day at the park. Walkers with umbrellas. RICHARD has brought THERESE a box of her belongings.

THERESE looks away.

She tries to touch his shoulder, he moves away from her.

They hold a look, but THERESE can’t hurt him like this. She turns away.

A beat, before RICHARD leaves. THERESE doesn’t move.

CAROL sits in the lantern seat off her stairway, looking out at the night. From down below she hears the RADIO REPORT blaring on, announcing the death of Stalin.

The radio is lowered and CAROL looks down. She sees Abby starting up the stairs with two cups of coffee. CAROL starts down to meet her.

She takes her cup from ABBY and starts back up to her seat. CAROL returns to where she was sitting and ABBY sits on the stairs below her. ABBY can read CAROL’s despondency from a mile away.

ABBY reaches out, puts a hand on CAROL’S foot. All at once a pair of headlights swing by, lighting up the windows, and they are jolted. CAROL turns and ABBY stands, startled. A look between them: is someone here? Is this trouble? And then the headlights disappear.

ABBY squeezes CAROL’S hand - courage. And they start down the stairs together.

DANNIE and THERESE sit together on the pier, looking across the river to New Jersey.

THERESE smiles, shakes her head.

He stops, glancing up at THERESE, then looking away. THERESE’s thoughts seem to harden and a brief darkness falls over her.

THERESE struggles for this...

The river looks like a swath of black cellophane.

CUT BACK TO

THERESE sits on the edge of the bathtub next to the open window, taking in the air. She can hear the party in progress, people having a great time, but she’s not ready to rejoin them. A couple of RAPID KNOCKS on the door.

THERESE gathers herself, gets up, opens the door. It’s GENEVIEVE. She wears her coat and scarf.

THERESE doesn’t look away from GENEVIEVE this time. GENEVIEVE moves closer to THERESE, whispers in her ear.

GENEVIEVE takes THERESE’S hand, writes her address in ink onto THERESE’S palm.

And GENEVIEVE’S off. THERESE watches her wind her way to the door.

FLASHBACK: EARLIER THE SAME DAY, MID-APRIL 1953

Through passing cars and car windows we suddenly see THERESE, dressed for work in a smart dark suit, hurrying through the morning commuter CROWD towards the New York Times building. Her style of hair and dress has taken on a sophistication and maturity we can’t help but associate with CAROL.

CAROL, in the cab on her way to FRED HAYMES’S office, is looking distantly out the window when she suddenly spots her. The light changes and the taxi starts to move - THERESE flickers from view. CAROL looks back over her shoulder through reflections.

CAROL, turned away, inside the elevator. The doors open. She turns to look a moment before heading out the door and down the hall.

Gathered inside, HARGE, RIX, FRED HAYMES and a STENOGRAPHER all turn and note her arrival.

Everyone is gathered around the conference table.

A silence, as everybody in the room looks to CAROL.

A pause as JERRY nods to the STENOGRAPHER to continue and CAROL pours herself a glass of water.

She stops, holding back tears, which she refuses to allow. Gathering herself, she levels her eyes directly to Harge, and makes her case directly to him.

HARGE looks down.

Amidst the sudden chaos HARGE’s eyes take hold of her and don’t let up.

FRED HAYMES JERRY RIX

Let’s take a break, folks and Fred - no, I think your resume when I’ve had a moment client has made it perfectly to confer with my- clear given her statement-

CAROL stands, stepping away from the table, to regain her composure. Silence returns before she continues.

She starts to turn and walk again, addressing HARGE.

She pours herself another glass of water.

Feeling suddenly shaky she turns and starts out of the room. HARGE stands, staring at her as she goes, as FRED leaps to his feet and hurries after her, calling her name.

Through reflections we see CAROL seated at a table, writing a note. Beside her a pot of coffee and cigarette burning in an ashtray. She signs it. Seals it inside an envelope, and begins gathering her things.

THERESE organizes black and white prints during a meeting of photo editors, gathered around a large table. Smoke in the air. Through the glass a MESSENGER is seen speaking to a CLERK. The CLERK spots THERESE inside the room and brings her the envelope.

THERESE, looks up, and hurries over to the CLERK by the door. He hands her the envelope.

THERESE takes the envelope and returns to the table. Glancing down, she recognizes CAROL’S handwriting.

THERESE types labels at her cubicle. The open note sits beside her on her desk. She stops typing and looks over at the note. She picks it up and holds it for a moment before crumpling it up and tossing it into a desk drawer. She returns to typing.

CAROL is entering the hotel from the street entrance, removing her scarf and adjusting her hair. She makes her way to the pay telephones and slips inside an empty booth. There we see her dial a number and make a quick call. She hangs up, takes out her compact and powders her nose. She steps out of the booth and stops.

There, across the room, is THERESE being shown to a corner table, THERESE looking more grown-up and put together, THERESE thanking the MAITRE D’, THERESE sitting down... CAROL takes a breath, then makes her way across the room.

THERESE looks up and sees her.

CAROL settles in opposite THERESE, moving her coat aside.

THERESE looks down. She pours herself some tea.

She frowns, regretting answering so quickly, and looking down. When she looks up again, CAROL is staring at her, quite intently.

THERESE shakes her head no. CAROL smiles at the memory and lights a cigarette.

THERESE gives CAROL a little smile - a bit of thaw.

CAROL can’t quite cover the pain of this, but she tries.

A held breath.

A silence.

CAROL puts out her cigarette, stares at her cigarette lighter on the table.

A silence. THERESE wants to say something, but can’t.

O/S JACK TAFT Therese? Is that you?

And the moment is gone. THERESE looks up, turns towards the source of the greeting.

It’s a smiling JACK TAFT, halfway across the room, near the bar.

THERESE watches JACK make his way over to her. She gives CAROL a quick look - CAROL, staring down at the table, not knowing what to do, vulnerable... THERESE rises to greet JACK.

CAROL lights a cigarette. THERESE glances at her, and they hold a look for a moment before THERESE speaks.

JACK holds out his hand. CAROL shakes it.

CAROL retreats back to her own thoughts, smokes.

CAROL takes a step towards THERESE, but no more.

And she’s gone. THERESE doesn’t move, doesn’t turn around to watch CAROL leave.

And JACK’S off to the phone booth. A beat, before THERESE turns around. She scans the bar and beyond for CAROL, but she’s not there. THERESE walks to the lobby entrance - she scans the lobby - but CAROL is well and truly gone - and it only now hits THERESE that she let CAROL walk away. THERESE turns and makes her way to the LADIES ROOM in a bit of a daze.

THERESE stands at the sink, water running. She can barely bring herself to look into the mirror. She splashes cold water on her face.

THERESE threads her way through PHIL’S GUESTS on her way to the front door - it’s no easy task navigating, especially since no one seems to notice THERESE, or anything other than their own good time. When she finally reaches the door, THERESE takes a look back into the living room to see if she’s missed out on any good-byes. She spots DANNIE and LOUISE on the floor, knees-up to PHIL’S small black and white TV set, intently watching a film, oblivious to the noise around them. DANNIE jots notes every once in a while in his little notebook. All seems right here - for others at least. THERESE slips out the door.

THERESE walks down a quaint, cobbled street. It’s a lovely night and there are various PEDESTRIANS out strolling. It seems to THERESE that she’s the only person who isn’t smiling, isn’t engaged with someone who’s actually beside her on such a lovely evening. She looks at the palm of her hand, checks the address, keeps walking. As she approaches the address, THERESE spots an ELDERLY COUPLE arm in arm, supporting each other, walking down the street towards her. They look like they’ve been together for ever: the ELDERLY WOMAN leaning in to her husband as they pass, the ELDERLY MAN tipping his hat to THERESE.

We HEAR SHARP LAUGHTER from a nearby apartment and THERESE turns to see GENEVIEVE CANTRELL lean backwards out of a window. She holds a bottle of champagne which spills down into the street below.

GENEVIEVE gestures to someone inside, and ANOTHER WOMAN joins GENEVIEVE at the window - the two begin to make out. THERESE watches their embrace for a moment; it’s tremendously sexy. GENEVIEVE pulls the WOMAN back into the apartment, and the window’s slammed shut behind them. The night is suddenly very quiet. THERESE looks off in the direction the ELDERLY COUPLE took. She starts walking, away from GENEVIEVE, toward something else. She begins to walk more quickly, and more quickly still, brushing past the world of strangers.

THERESE, winded, enters the restaurant. A WAITER stops her.

She moves away from the WAITER and scans the crowded room. Nothing. Then, out of the corner of her eye, almost imperceptible at first, at a table towards the rear of the room, she sees a woman’s blonde head thrown back in laughter; the woman seems to be encapsulated in or protected by a haze of light and smoke. It’s CAROL, CAROL as THERESE has always seen her and as she will see her evermore: in SLOW MOTION, like in a dream or a single, defining memory, substantial yet elusive. She moves towards her. CAROL raises a wine glass to her lips and as she does, she turns slightly and spots THERESE. She is not startled. We see her face softening.

THERESE continues to approach. CAROL watches with a smile burning in her eyes. THERESE has nearly arrived.

F O R Y O U R C O N S I D E R A T I O N

BEST ADAPTED SCREENPLAY

Phyllis Nagy