"THE DEVIL WEARS PRADA" (2006)

•

The Devil Wears Prada

Screenplay by

Peter Hedges

Revisions by

Howard Michael Gould Paul Rudnick Don Roos

Current Revisions by

Aline Brosh McKenna

March 10, 2005

An elegant 17thCentury mansion a short distance from Paris, A dinner is setfor about a hundred people. Everything is perfect; exquisite flowers,linens, silver.••

Anyone who's anyone in the fashion world is there. We see Lagerfeld..•Valentino .•.Marc Jacobs...

NIGEL KIPLING,a dapper man in his late 30's/early 40's, speaks at a podium atthe center of the dais on one side of the room.

Our POV is from someoneelse on the dais so we see NIGEL from the back.

Loud applause rings out. And from the back.we seeMIRANDA PRIESTLY approaching the podium.We can onlymake outher fancy updo, the cu:cvesof her couture gown.

As MIRANDA lingers, taking in the applause••.

We reverse to see whose point of view we arewatching from •••

..•ANDY BARNES, 20's, pretty, elegantly put together. Shestands a few feet behind MIRANDA.

She applauds, smiling. Some of MIRANDA'S light spills ontoANDY.

MIRANDA starts to talk and we hear a brief SCREECH of feedback. The SCREECHdissolves into•.•

••• theSCREECHof a taxi, rounding a corner.

Six months .earlier.ANDY walks out of a subway station, clutching a piece of paper with di.rectionson it.

ANDY looks nothing like the polished young woman from the ohateau. Her hair and makeup are college student simple•. She wears her best -- white shirt, blue skirt, comfortable shoes.

Morning rush hour pedestrians bustle past. She checks her paper.

She looks up at an address. 125. She walks in.

AGUA.RD quickly stops her. Indicates she should sign his clipboard, which she does.

Beat. The GUARD just looks at her. Her heart starts to pound.

ANDYbusts out of the wrong building a.ndstarts to run, but--

--she'smoving against the pedestrian tide. We widen out to see ANDY, buckingthe flow of people like a salmon going UI)stream.

Shegets to an intersection, starts to cross the street••.

..•and justmisses being decked by a bike messenger. He flips heroff. Shebarely hesitates, starts running again.

ANDY is lookingat numbers.

And she sees, loomingin front of her, an elegant tower. Elias- Clarke. 125. Sheruns toward it.

ANDY trots intothe building, out of breath and stops,: overwhelmed bywhat she sees.

The lobby looms around her.The place is sobig, so unto itsel=··· it probablyrains inhere.

ANDY sits across from a bored lookingwoman, SHERRY.

onthe wall behind SHERRY are framed covers from all the Elias- Clarkemagazines -- a news magazine, a coo.kingmagazine, .a fitnessmagazine••• and Runway.

SHERRYclicks away on her computer.

Huh?

Sleek, elegant, hard-edged.chic. Behind a large reception desk is an elegant logo that says RUNWAY.

ANDY walks over to the desk.

The RECEPTIONIST points ~er towards a seating area•••

...where there are a few other women waiting, each.a tall, thin,· dressed to kill FEMEOT.

ANDY tries to smile at one of them, who looks away. ANDY sits. She can hear two of the other WOMAN chatting softly.

GIRL #1 I can't believe I'm even in this office.

GIRL #2 Oh, I know. I would murdermy best friend to get this job.

ANDY istrying to arrange herself on the uncomfortable sofa when suddenly ataller, thinner and, amazingly, more groomed version of thewomen in the room walks in. ·

This isEMILY, who looks the part of the sleek fashionista, but is propelledby a core of barely tamped down anxiety.

EMILY looks up. Their eyesmeet. As EMILY takes in how different ANDY looks from everyoneelse •••

•.• ANDYsprings up and followsher down the hallway.

,_.,,/

EMILY walks ANDY down thehall.

At the end of a long corridor is a bullpen-- two desks outside a large corner office.

ANDY can only see part of the corner office,but it is seductively bright, sending light strearningintothe bullpen.

ANDY and EMILY sit down.

L anywhere in publishing. A million

girls would kiLI,for this job.

EMILY givesher a look.Suddenly, EMILY'S Blackberry.goes off. She gasps.

AfIDY What'a wrong?

Ell. ELIAS-CLARKE -- DAY ' '~· A black .sedanpulls to a sudden stop outside thebuilding.

EMILY springs to her feet.

She begins rapid-fire dialing four digit extensions.

EMILY {cont'd} (all but screaming) She's on herway -- tell everyone!

Just then NIGEL, looking dapper as usual, rushes over to EMILY.

NIGEI, turnsand calls out to the office.

He runs down thehall popping in Altoids and brushing himself

-~,,./

with a lintroller at the same time.

The sedan dooropens. We see more flashes of MIRANDA..•

..•$2,000 crocodileManolos, Chanel jacket, perfect hair, fabulous HarryWinston earrings..•

!veryoneis in ahigh state of alert.

ASSISTANTS franticallypush clothing racks out of the way •..

EDITORS race intotheir office.

1\NDYpeers in, seesone ofthe EDITORS changing from kitten heels to sky-high stilettos.••

••.another lining her lips•..

..•another pulls on a body shaperunder her dress •••

We watch MIRANDA -- still only a partialview of her -- click- clacking through the lobby in her 4-inch~heels.

And we see PEOPLE reacting to her.

GUARDS, ASSISTANTS and SECRETARIES cower,DISTINGUISHED EXECUTIVES bow their heads in respectful greeting.

MIRANDA maintains a high rate of speed towardsthe elevator.

As she's about to get in she sees a lowly EDITORIALASSISTANT in the elevator. He immediately leaps out.

She doesn't acknowledge his existence. Her perfectlymanicured finger presses one of the buttons.

rNT. RUNWAY -- DAY

EMILY looks ,aroundto see if everything's perfect.Notices ANDY.

ANDY geta up.

ANDY sits.

••.MIRANDA steps out of the elevator and for the firsttime _we see her head-on.

MIRANDA PRIESTLY, in all her glory. She is stunning, perfectly put .together,a white Hennes scarf around her neck,

MIRANDA'S look is so distinctive you can spot her a mileaway. She is unlike any other beautiful woman, singularly MIRANDA.

EMILY runs up the hall to MIRANDA and walks her to her office.

We seeANDY, watching this, but MIRANDA seems not to notice her,

8'

MIRANDA stops atEMILY'S desk, takes off her coat, dumps it on ,~MILY'Schair,walks past ANDY. EMILY is relieved, but then--

MIRANDA {cont'd} Who was that?

Damn. She noticedher.

MIRANDA goes into her office.EMILY looks atANDY.

ANDYenters, hesitant. Behind her, EMILY watches,nervous.

:'INDYnow hasa better view of MIRANDA'S gleaming office. L A single flower in a Steuben vase.

Photos by Avedon, Penn, Testino and Meisel.

A large photo taken by a very good photographer,of MIRANDA,her. husband STEPHENand her twin GIRLS, CASSIDY and CAROLINE and, playing on a beach in the Bamptons.

Iced Pellegrino on a coaster on the desk. Every current issue of ·any relevant magazine, fanned out precisely on a table.

ANDY walks in. MIRANDA is busy writing, doesn't look up.

ANDY hands MIRANDA her resume, which MIRANDA ignores.

Shefinally looks up and gives ANDY her patented once-over, top tobottom, every molecule dissected.

Thephone buzzes. MIRANDA picks it up.

MIRANDA takes this in,pleased by her honesty.

She finally picks up ANDY'S resume. Glances.

MIRANDA holds up her hand.

ANDY, startled by the abruptness, keeps talking.

MIR.ANDAstares. ANDY abruptly stopstalking. Reads for the door. But then she stops and turns.

And MIRANDA says •.•nothing.

ANDY {cont'd) . And that's it. That's what I wanted to say.And now I'll just••. bye-bye.

A dark, loud, bustling bar, one of those McSomethingbars you. spend your twenties in.

ANDY is with her boyfriend NATE, a friendly handsome guywith a great smile, and their friends from college, DOUGand LILY.

DOUGis built like a linebacker and sweet as hell. LILY is arty and offbeat. j '--· ANDY is in a full-body cringe.

Have you not heard what I've:been saying? I was a jackass. I'm not getting it.

oh my God. Bow is it that you .knowwho she ie and z d~dn't?

l'!eshrugs•ANDYthinks •

Her friends exchangeglances.

Beat. ANDY puts her head in her hands, bummed.

Luckily, I already have my dream job.

They look at him.

Small, with a view of an air shaft. The bed's a futon•.On the floor. ANDY and NATE are asleep.

Dim light starts to trickle into the apartment. NATE wakes up, pulls ANDY closer. Soon they're kissi.ng.Their kisses become lesssleepy and more urgent and at that moment••.

ANDY'S cell phone rings. Loud. With a ring tone that's ironicallyobnoxious, say, "Oops I .Didit Again."

ANDYfeels around, finding the phone.

She looksover at the alarm clock which reads: 6:45 AM.

ANDY,in a hurry, has tried on every bit of clothing she owns; there'sa huge discard pile on the bed. Her closet is empty.

She looksat her outfit in the mirror. And is promptly overcome by a wave of self-hatred.

She tries.to pull hersweater off.The neckhole is too small. She hops around, tugging.

ANDY steps off the elevator with allthe RUNWAY girlswho are. turned out to perfection. She looks completely outof place.

She instantly turns on her heels. ANDY fo.llows.

EMILY walksANDY through the hallways of the offices, introducingher to people, though not slowing down.

All the WOMENwe're meetings are around 25, 6-feet tall and about 100 pounds.The male employees, straight or gay, are all expertly styled and groomed.

Suddenly EMILY sees a tall,gorgeous African-American woman.

EMILY and LISA hug. EMILY turns toANDY.

ANDY looks at LISA, curious.

She gives LISA a look. Can you believe these newbies?

She wavesher arm towards the dapper gentleman ANDY saw yesterday with the Altoids. He extends a hand to ANDY.

He studies.her,.amore benevolent veraion of MIRANDA's appraisal.Finally he sees her feet.

She smiles.No idea.He takes her hand and spins her around.

He kisses·.heron the cheek.

He hooks his arm through LISA'S arm and sweeps her away.EMILY turns to ])NDY.

"--..,

J~MILYshows ANDY her desk, nextto hers, in the bullpen in front of MIRANDA'S office.

EMILY points to the Eiffel Tower screensaver on hermonitor.

ANDY looks at EMILY, amazed by her intensity.

Just then NIGEL comes over. He is carrying a pair of stunning

He leaves the shoes and walks away.

EMILY showsl\NDYhow to aet up for MIRJINDA'Sarrival. They move betweenthe kitchen, the outer office and MIRANDA'S office.

EMILY scoops up an armful of magazines.

EMILY {cont'd) Last thing, the periodicals.

They walk into MIRANDA'S office: EMILY spreads out themagazines on a table.

They_step back into the outer office. EMILY looks at the clock.

Th~ clock ticks over to 7:30. / I.._.·

And that instant MIRANDA appears, talking on her cell phone, leavingpeople scurrying behind her.

She walksby ANDY and EMILY without acknowledging them or stoppingher conversation, she drops her coat on ANDY'S desk and walks into her office. ·

EMILY opensa closet. ANDY takes the coat and hangs it up.

EMILY shows ANDY a largewire-bound collectionof pages as big as a phone book. EMILY opens it and leafsthrough it.

ANDY 1.ooksat it. It's very impressive and cool..

19..

' EMILY (cont'd) \__,,

Every night we deliver the Book,_and her dry ~leaning, to her house.

Just then EMILY'S phone rings. She picks itup.

EMILY holds up the Jimmy Choos.

ANDY walks in. Smiling. Eager. MIRANDA'S chair faces away from her.

~..ndMIRANDAturns. Her gaze lands on A:NDY'Sshoes. Then her eyes travel up to ANDY'S face, a process which seems to take forever.

Then, of all the scary things she could do, MIRANDA does the scariest.Rm:i.les.

INT•.RUNWAY-- DAY

Jr.NDYfliesout of MIRANDA'S office. Briskly walks past EMILY.

Takesthe Jimmy Choos, puts them on, walks back into MIRANDA'S I office. ''--'·

'E:MILYpromptlytakesa tissue from her desk. Picks up ANDY'S shoes andputs the.~in the trash.

ANDY walksback out.

:J:NT.RUNWAY--LATER

EMILY jots somethings down. ANDY checks her subway map.

EMILY gives her a completely disgustedlook.

She hands ANDY a list.

J\NDY Great.

ANDY stands up, clutching her subway map.

1>.NDY Wait. You'rekidding. (excited) Itake a taxi?

EMILY hands her a list.

ANDY steps out. Sees a Black Lincoln Town.car. Walks overto it. can't help but smile.

IN.T.TOWN CAA -- DE'1

ANDY looks around happily.·Notices a little fridge; opens it.

The DRIVER, ROY, meets her eye in the mirror.

ROY smiles,amused.

ANDY watches as the SALESREP brings out skirt after skirt.

She brings outa bag, begins piling items into ANDY'S arms.

ANDY enters Chanel,a towering three-story structure on 57th. The Sl',LBSGIRLhandshera pair of teensy white tennis shorts.

ANDY looks at the shorts.Inhumanly teensy.

The Hermes SALESGIRL pilesabout 25 scarf boxes onto ANDY'S outstretched arms.

JOCELYN, the accessories editor,waits forthe elevator. ANDY, winded, carrying the tower of scarfboxes, races over.

JOCE:i.YN Miranda doeshave an eye for the sharp girls. ,--.../1

Oh. (beat) You know, if by chance you ever need any writing done, I was editor of my college newspaper--

JOCELYN looks at her.

They hear the ding of the elevator and walk in. But suddenly JOCELYN sees MIRANDA walking toward the elevator. She inlinediatelygetsout.

MIRANDA stands by the elevator, looki~g·at ANDY,

ANDY stays, looking confused. MIRANDA wait~.

Finally JOCELYN walks in aridpulls ANDY out. MIRANDA getsin.the elevator alone..After the doors close--

ANDYwalks in, laden with stuff: EMILY springs up.

ANDY watches EMILY'S pencil-thin hips swing up the hallway.

A pasta bar. Deserted.

Apizza station. Not a soul.

A saladbar. Girls crowd the lettuce area, though no one's within a mile of the dressing region.

ANDYwalks over to the deserted soup station. Ladles out some cornchowder into a bowl. NIGEL joins her.

She smiles.He sees what she's putting on her tray.

ANDY looks athim, confused.

ANDY and NIGEL sit and begin eating.

I ANDY I...,_,.. I'm a 6.

This causesNIGEL to choke onhis salad.

Just then ANDY dips a piece ofbread in her chowder, eats it.

ACROSS THE CAFETERIA

•••seeing this, the TWO FASHIONASSISTANTS gasp in horror like ANDY just stuck a fork in her eyeball.

ANDY notices a short, expensivelyrumpled man walks in, surrounded by a few IMPORTANT LOOKINGMEN.

ANDY watches IRV as he gets a tray and goes through·the.line.

Distracted,.watching IRV, ANDY accidentally drips on ~erblouse.

on NIGEL, smiling. She looks at him.

He looks at her; What?

ANDY'S watch beeps.

She smiles and getsup.

The magazine staff is gathered inMIRANDA'S office. MIRANDA flips through the racks of skirts.

Too eighties. Too floppy. Not eighties enough. Too horrible to be believed.

She looks around at everyone. It is clear.she ishorribly disappointed.

Just then ANDY walks in. Silently, she lays out MIRANDA'Scoffee order in front of her.

MIRANDA (cont'd)

L We need to start over. ·

She looks at ANDY.

ANDY notices she's brought the·rooro toa screeching halt.

Everyone stares at ANDY. ANDY takes .outa notebook.

She grabs a skirt off the rack. ANDY watches her.

l.....__.,.. you're smirking.

And now the room is totally silent. Everyone there has had this happento them one time or another, and they're just grateful thistime, it's not them.

She smilesat ANDY. Who quakes.

ANDY is tryingto come down from a dayof work. She changes out of herwork clothes into sweats as sherants ...

NATE.watchesher, amused.

She pulls an ancient Northwestern sweatshirt overher head.

MIRANDA walks in.

In response, MIRANDA simply drops her coat in front of ANDY and then without ..somuch asa glance at ANDY, walks into her office.

INT,RUNWAY-- DAY

ANDY brings in MIRANDA'S scrambled eggs,·served on .china.·She justlooks at them.·

ANDY almost startsto say something like "You didn't taste them,"but reigns herself in.

She picks up the tray and carriea it out and,with h<>rback to MIR.Ah'DA,makesa face of explosive frustration.

I '

ANDY is ather desk on the phone.

She hangsup. EMILY gives her a look of disgust.

EMILY handsANDY a piece of paper.

On ANDY, apprehensive.

We see ANDY'Sdad, RICHARD, tall and distinguished, if a few pounds overweightin a nice suit is ringing the doorbell to ANDY'S apartment.

1'.NDYappearsinthe window.

·INT. STAIRWELL --DAY

ANDY walks RICHARD upthe stairs.He's already breathing heavy.

jUJDY'Sfather looks around.Takes in the smallness, the kitchen/tub setup. Tries notto broadcast panic or despair.

ANDY .J There's a view.

She walkshim to aspot where if you crane your head and peer over tothe aide you cansee a tiny sliver of some buildings.

INT, BLUERIBBON --NIGHT

ANDY and herDAD are eatingat a restaurant on Sullivan Street.

He eats his food for a beat, not saying anything.

Just then the cell phone rings. ANDY looks down at it.

ANDY picks up hercell phone.

MIRANDA is surrounded by crowds heading homefor the weekend.

She starts movingthrough the airport.

ANDY tries to hear through thenoise ofthe restaurant.

She trots outside the restaurant.

Through the window, we see RICHARD eat alone. QUICK CUTSof ANDY on the cell phone.

' \__. (jump cut to)

Call me back if there's a cancellation. (jump cut to) I'm sorry,Miranda. I'm doingthe best I can. Apparently,there were a lot of big conventions intown and-~ Of course I'll keep trying•••

EXT, STREET -- NIGHT

ANDY and RICHARD are standing outside the Minekoff Theater where Fiddler on the Roof is playing.

The crowds atream in. ANDY ii!! stillonthe phone. RICHARD waits, tickets in hand.

She startsfrantically dialling.

l'l:etriestowalkher into the theater.

She looks athim.

ANDY hesitates•••

Reluctantly, she putsher phone in her purse. And as she walks in the theater with herDad ...

:INT.MIRANDA'S OFFICE -- DAY

•rothe brightness of MIRANDA'S office.MIRANDA stands by the window. ANDY stands there, cowed.

MIRANDA turns away from the windowto lookat ANDY. (_.·

ANDY shakes her head. MIRANDA turns.to faceher.

She smiles. That smile that pierces .l\NDYtothe core.

ANDY eyes widen (she's not even remotely fat, of course.)

{ \.,_.. And the only person I haveto blame

for your ineptitude ismyself, for hiring you.

ANDY is frozen where she sta.nds.

MIRANDA {cont'd} You stranded me in the middle of nowhere when my children needed me.

And she goesback to her work. ANDYstands there a second, then leaves.And we see her eyes start to well.

ANDY.runs dawn thehall, bitingback tears. She crosses paths with N:CGEL,who aees"'Chee2prs.«;:u,i..ononh-GtX"£acAand.J;iullshEl!r into his office.

NIGEL closesthe door. She looks at him, lips trembling.

And shepromptly bursts into tears. He puts his arm around her.

She sniffles,blows her nose. He looks at her.

What?

He studies her.

Beat. He looks at her.

ANDY

"._..· Nigel, I don't want to give up. I

don't.

He looks at her.

He shakes his'head•.And she realizes he's right. She sighs.

With a grand gesture, NIGEL swings open the door to •••

••• alargeroom that's like a treasure cave, piled high with shoes,bags, clothes, furs, jewelry.

ANDY gapes, looks around the closet.

She sees a beautiful, expensive beaded gown in the corner.

Shewalks over to it, amazed.

NIGELbegins picking things out •••

He starts flingingclothing at her.

Fling fling fling....ANDYcatches them.

ANDY, carrying her armfulof clothing, isrushed down the hallway into•••

~..NDYisseated in front of amirror, her hair andmake-up being fussed over by so many peoplewe can't even see her.

EMILY _ison ~he phone.

And suddenly ANDY appears in.her -gorgeousclothes, her make-up impeccable, hair soft, loose a~d pretty.

She looks grown-up, sexy and above all sophistic.ated.

Just then MIRANDA'S voice sails out.

ANDY smi.lesat EMILY. And walks into MIRANDA'S office.

MIMNDA has her back turned, looking at some photos on a.light. box in her office.

And just then sheglances over at ANDY. The transformed ANDY.

And she givesANDY an almost imperceptible nod· ofapproval.

Tb.enshe quickly goesbaok to what she was doing,her back turnedto ANDY.

And behindher, ANDY smiles.

ANDY stridesin. Heads turn. Is that the same girl?

ANDYwalks confidently under their stares and heads over .•.

c:howderandputs it on her tray.

ANDYpicks up the phone.

•..we pull outto seethat while rolling calls, ANDY is also :Ei:.ingthings,doinga spread sheet and unwrapping presents.

She covers thereceiver, holds up a box to .show EMILY.

ANDY {cont'd) Charlie Rose gave Miranda a phone for her birthday.

She holds up an expensive,fancy Bang & Olufsen phone.

ANDY joins her friends and NATE.ANDY plops the phone on the table.

But everyone barely looks at the phone.They're all pre-occupied by her appearance.

·NATE Wow. ) ·._/

She keeps nattering happily.

And as they continue to stare.

LILY looks at ANDY'S jacket.

ANtlY Don't be silly. (almostunder her breath) ~t•s Balenciaga. Anyway, it's just a· few clothes for work. So I don't stand· out.

She reaches into her bag.

She hands out perfume, cosmetics, belts. DOUGpicks.up one of the perfume bottles and is about to spray it on·hishand.when ANDY stops him.

They all laugh.

NATE shakes his head.

Just th.enANDY•S cell phonerings. NATE grabs it.

He checks. The name on the phone:MIRANDA.

ANDY grabs·for the phone. NATE tosses it to DOUG.

ANDY practically tackles h:i.m,grabs.thephone away.

They are all stunned by her vehemence. Including .ANDY.

MIRANDA is being driverihome.

ANDY on the phone.

shehangs up.

You guys didn't need to be such assholes.

And sheexits. And all her friends exchange a look.

ANDY runs intoElias-Clarke.

ANDY pulls up in front of a loftbuilding in Tribeca in the town oar~

\.._...·

ANDY rings the buzzer. No answer but she can hear VOICES behind thedoor. She pushes it and it opens.

Insideshe sees an industrial-style loft with a party going on.

ANDYlooks around -- it's one of those New York parties you thinkyou'll never be invited to, and there she is. She walks overto one of the super hot women adorning the party.

Shepoints to a handsome man by the window. JAMES HOLT, one of thetop designers, 40's, muscular, tan, dressed impeccably.

ANDYwalks over to him.

He checks her out.

He hands her a foliowith a handle.

He walks her to the bar. She tries not to stare atthe party GUESTS..• is that Lenny Kravitz? Is that Julian Schnabel?

JAMES {cont'd) (handsher the punch) It's deadly. Have funJ

And he walks away.ANDY clutches the glass of punch.

She looks over. seesa great-looking, sophisticated man in his 30'swho has an air ofmischief.

His name is CHRISTIANHARPER •.

f tell me how I feel. \ . ~ .....·· He laughs.

46..

He shakes his head.

ANDY hands him her glass of punch.

She starts to leave.

She stares at him. Appalled. And, you know, intrigued.

He walks away. Steam practically pours out ofher ears.

few other people to stare. ANDY walks away, embarrassed.

L, EXT. APARTMENT -- NIGHT

ANDY'S walking back towardsNATE'S apartment holding the folio. She crosses paths withNATE.

He gives her a kiss,.

Just.thenNATE'S cell phone rings. NATE picks up..

ANDY 1ookaat.h:Lm,hand on hip.

He wavesto ANDY and walks away.

It'spitch black outside and NATE is fast asleep•..

...butANDY is already awake, getting ready. And it's a more complicatedprocess now, selecting just the right outfit, applyingmake-up...

We seeMIRANDA. She is studying a pile of sketches from the folioANDY picked up the night before.

ANDY isputting away dishes in the kitchen when MIRANDA appears.

ANDY shakesher head. No. AndMIRANDA sighs.I guess you'll do. She handsANDY apiece of paper.

MIRANDA andANDY ride along in heavy traffic.MIRANDA is tapping her foot, impatient. Finally she leans forwardto ROY, the driver.

s.hegets out• .!'.NDYscramblestograb her stuff andfollow.

49 •

MIRANDA sails down the street. MIRANDAwalks fast, weaving in and out of pedestrian traffic like a sportscar on the Autobahn.

ANDY, in her heels, carrying a stack of heavymagazines, races after ·her,Not easy.

Suddenly MIRANDA disappears from ANDY'S line ofvision.

She finally sees MIRANDA, crossing the street.

ANDY tries to follow, ·steppinginto the street withoutlooking both ways as•••

••• acar misses her by inches. The DRIVER leans out and unleashes a string of Jersey-inflected swear words.

No time for ANDY to recover. she takes off after MIRANDA.

ANDY realizes they're on JAMES HOLT'S street. She catches up with MIRANDA as she enters the building.

' '

MIRANDA wrangles the heavy .doorto the loft elevator like a· longshoreman.ANDY hesitates, unsure if she's per:mittedto be in the elevator with MIRANDA. She sighs. ·

Beat.MIRANDA and ANDY ride up together.

MIRANDA looks at her.

MIRANDA smiles a tight little smile, Precisely.

MIRANDA sweeps in. Her entrance is asurprise. JAMES HOLT runs aver to greet MIRANDA. HisASSISTANTS stop what they're doing and try not to openly stare.

MIRANDA and JAMES embrace.

MIRANDA places an envelope onto his desk.

MIRANDA walks around, looking at the pieces onthe mannequins. A hodgepodge of unfinished items.

MIRANDA stops in front of a red dress with too many flounces and flourishes -- and eyes it critically.

He looksat her. I beg your pardon?

Most of it, I don't get at all. What I do get, I don't like. I cannot let you do this to yourself. Or to me. My reputation is on the line here too.

ANDY watches JAMES.The whole room is pin-drop silent.

MIRANDA steps closer to JAMES, puts a hand onhis shoulder.

She walk.aover to ANDY and takes the pile of magazines. Throws · each on the table in front of JllMESas she talks.

She leans.into him.

And now the room is dead silent, everyone rapt.

And MIRANDA is no longer remote. She's talking about something she lovesand it's written all over her. We see ANDY, watching this changein her.

She gesturesthe collection.

Andwith that, shegives him another kiss and sweeps over to the elevator.ANDY scoopsup the RUNWAYS and follows.

She turns.

She nods. Eas no vanityat all aboutwhat she said. She exits.

And as MIRANDA goes, one ofBOLT'S ASSISTANTS bursts into applause. A few others join in.JAMES glares.T.heystop.

NATE cooks for ANDY -- he's a chef, andhe makes a regular old grilled cheese look absurdly enticing. She digsin, starving.

He looks at her,Are you serious?

Ee shakes his head.

She gives him a look.

He shrugs. She looks at him.

She gestures to her shirt. Starts unbuttoning buttone, revealing a bra that costs more than her entire previous wardrobe•.

Shelaughs. Then he kisses her, picks her up and carries her away from the table.

And just then ANDY'S cell phone rings. And they look at each ·other.And both know she's going to get it.·

EMILY'Sat her desk in the morning. J\NDYwalks in and EMILY immediatelypulls her aside.

She finallystops to take a breath. I

-_,;

ANDY stares. What?

ANDY'S eyesgo wide.

She smiles,very pleased.

She leans forward.

EMILY (cont'd)

\_.• It's very important that you do

EXACTLY what I'm about to tell you.

ANDY nods, listening.

'.i:.NT.RUNWAY--NIGHT

We hear EMILY'S voiceover as we see this happening.

We see ANDY, waiting. The area around MIRANDA'S office is totally quiet.

ANDY drifts in and looks at MIRANDA'S office -- the pictures of

Then ANDY walks over ·toMIRANDA'S pristine white couch. Sits on it. Hell, why.not. Lies down on it. Gingerly. Then--

And shejumps off the couch like she's been caught naked.

An editorialASSISTANT brings ANDY The Book. It's heavy.

We see ANDY do this -- about a.dozengarments on hangers.

·EXT. ELIAS-CLARKE -- NIGHT

ANDY walks·out, trying to juggle TheBook and the dry cleaning.

\.._I ROY opens the .doorfor ANDY.

ANDY whisks across town. It's late, the streets are quiet.

ANDY swings down the street, feeling pretty confident.

1:heBeresford,a white-glove co-op building on 81st and Central ParkWest. The DOORMAN directs ANDY into the elevator.

The ELEVATORMAN lets ANDY aboard, presses the button for the penthouse.

ANDY looks at EMILY.

She smiles.·

,INT.ELEVATOR -- NIGHT \

ANDY waits. The Book andthe drycleaning are heavy. She tries to adjust the weight.

INT, HALLWAY -- NIGHT

huge mouldings. MIRANDA'S door is atthe end of the hall.

And for some reason, ANDY finds herheart isracing;

She opens the door.

In contrast to the blinding brightness ofMIRANDA'S office, her apartment is dark, shadowy. The ceilings are ridiculouslytall,

ANDY steps inside, her footsteps echoing through the foyer.

She looks up. sees a hook. And is about to hang it. When she sees another hook. Or is that a sconce? She.scans the.hall. Wait, no, that's the hook.;. No, is that a gargoyle?

She picksthe one that looks most like a .hook,Hangs the dry cleaning.So far, no disasters. She lets out a breath of relief,

And you guessed it, There are two tables.

suddenly shehears a noise. It's a girl of about 8, walking into the foyer.One of MIRANDA'S daughters, CASEY, carrying a violin and abow,

ANDY freezes.At firstCASSIDY'S face is blank. But then ANDY smiles. So CASSIDY smiles.

And CASSIDY points to one ofthe tables, using her bow.

CASSIDY smiles. The briefest of moments between them and •..

STEPHEN are in the living room, a sliver of which is visible fromthe foyer. Their voices are low but we can hear.••

And ashe says this he stops, curious. There in the hall is ANDY, frozen.With CASSIDY smiling at her.

And beforeANDYcan stop herself, her eyes float over to STEPHEN'S.Eye contact. Her heart does a flip. And her eyes dart overto MIRANDA and they make eye contact as well...

... andMIRANDA gives ANDY a look of utter coldness, disgust and :judgement,harsherthan any look ANDY has gotten in the office.

:CNT.ELEVATOR-- NIGHT

ANDY getsin, heart pounding.

:INT.NATE'SAPARTMENT -- NIGHT

ANDY crawls intobed next to NATE. He takesher arm and wraps it around himself.

But she's unable to relax, or even to close her eyes.

IN'r.RUNWAY-- DAY

ANDYwalks in, already bracing herself,'and runs into EMILY, emerging fromMIRA!ilDA'Soffice,very upset.

ANDY walks in, apprehensive.

ANDY paces, panicky. EMILY watches her.

Just then they hear:

ANDY walks in.

MI:RANDA Maybe we shouldcall Cassidy and ask herto take care of it, since she did your job foryou last night.

She smiles. The scary smile.

restaurant,.MARTY, the MANAGER walks over, recogn,izesher.

He unlocks the door, letting her in.

From the bar, ANDY watches the steak sizzle, pacing nervously. ANDY'S ,cellphone rings. She grabs it.

Shehangs up. MARTY looks at her.

And out the window something.catchesANDY'S eye •••

We seewhat ANDY'S lookingat-~ the newsstand right outside the restaurant••• The currentissue of the New Yorker is featured out front and:ANDY sees•t:hebyline,•Cl!Rl:STL!'>NIl:!Al'\PE'.R.

-- - ----------

A very chic, very masculine apartment in theVillage. CHRISTIAN is writing at a laptop when his phone rings.

We intercut between him and ANDY on the street.

l"NT.RUNWAY-- DAY

ANDYruns down the hall with MIRANDA'S food. She passes EMILY.

ANDYignores her, racing around getting the dishes and silverwarefor MIRANDA'S steak.

We see the steak,prettily arranged on MIRANDA'S china. ANDY sets up the saltand pepper.

MIRANDA walks in.When MIRANDA sees the steak, she freezes.

1\:NDYlooksconfused.Hours?

She gestures to the steak.

And before she exits•••

MIRANDA {cont'd} If you don't have the Harry Potter by then, don't bother coming back.

ANDY carries.a .traywith all _thefood on it into the kitchen•.

A beat, She looks down at the tray. And suppresses an urgeto throw the whole :thingat the wall,

She positions the tray over the garbage and tilts it, letting everything -- steak, china, silverware -- -fallinto the can.

ANDY is on the cell phone. She watches MIRANDA'S coffee drink being made.

TheBJl.RRISTAgivesher a look .•

~-· (sighs) ·

All right, well, thanks for _trying.

Shehangs up. The BARRISTA hands her the coffee.

And she startsto laugh. The girl stares at her.

ANDY walks out of the Starbucks with the order on a tray.

ANDY standsthere a moment. People bustle around her, as she finds herselfat a literal crossroads. ·

She looksup at the building. Suddenly she stops a PASSERBY who looks at her,curious. Yeah, lady?

And ANDY starts passingout the stuff from Starbucks to people .·-> on the street.

NATE on the phone. Intercutwith him and ANDY on the street.

ANDY smiles, hangs up, and immediately herphone rings again. She looks down. Assuming it's NATE.

65 •

WE INTERCUT

Between ANDY on the street and CHRIST.IANin his office.

1\NDY You didn't.

CHRISTIAN

No. That would mean I actually.•..did something right.

Ii.NOYjuststands there, stunned.

ANDY

' The thing ••. See, I was about to.a. 1,

And we seeANDY. She looksup at the Elias-Clarke building, teetering on a precipice.

·on ANDY, breathless--

ANDY runsdown the street.

:BXT.STREET -- DAY

,!sNDYrunsout of an apartment building holding a largeenvelope•

,ANDYstands outside a Kinko's. She's on the phone.

We see ROY, drivingMIRANDA and IRV back from lunch; He hangs up the cellphone. Then he turns down a side street.

MIRANDA catcheshis eye in the mirror. What the hell?

MIRANDA makes an annoyedface.

INSERT

The tray with Miranda's Starbuckson it •••We follow it down the hall and see it being set onMIRANDA'S desk.

And beside it lands boom! anenvelope. Widen out to see--

MIRANDA, looking at the envelope.

And then we see ANDY. She stands there,quiet, calm.

And if MIRANDA is amazed by what ANDYdid, she doesn't showit. She opens the envelope, looks in.

She smiles. MIRANDA nods, but still won't concede the point.

The MetroNorth from New York City to Bedford.

In the front·row,we seetwo matching pa.ire oftretorns, Seven :jeans,pink Izods and helloKitty barrettes ..•

..•and two matching Harry Pottermanuscripts, every bit as professional-looking as ANDY described them•..

••• beingeagerly devoured by CASSIDY and CAROLINE on theirway ta their Grandmother's. A NANNY sits beside them.

,I\NDYpicksup the envelope.

She smiles. Her faith in herself restored.

I INT. 50 CARMINE -- NIGHT \, For the first time, ANDY is early to meet NATE.,sitting ·inthe corner of an Italian restaurant when he .enters.

1\NDY Nate, I have news--

·NATE You do? So do I. I sent a bunch of letters to restaurants in San Fran, all my favorites, figuring, what the ·hell,got nothing to lose and look--

He shows her a letter.

He looksat her.

On her smile, tryingto figureout how to break this to him.

ANDYpicks up the phone.

She's multitasking as she did before-- answering the phone, stuffing envelopes, sorting an accessorypile, but we can see she's starting to get it down.

We see LILY, at work in a small office atthe back of a gallery in Chelsea.

ANDY on the phone. The phone rings.

l___.. ANDY'S interrupted by the loud sound of someone having a coughingfit.

ANDYlooks over to where EMILY is sitting at her desk, blowing, hernose. EMILY checks her face in her pocket mirror. Horrible.

·EMILY I don't have time to NOT be okay. I'm going to the benefit tonight.•If I live that long.

;rust.thenthey•hearMIRANDA'S voice.

INT, Milll:IDA'SOFFICE--DAY

J \.

I just want to make sure before the benefit that you are both fully prepped o·nthe guest list.

ANDY and EMILY exchange a look.

On EMILY and ANDY'S surprised faces.

EMILY dumps something on ANDY'S ·lap-- a book of what looks like mug shots. EMILY starts flipping through,'pointing out people.

It is clear EMILY is a little miffed.

She promptly dissolves into a coughing fit for about twenty seconds.

ANDYkeeps flipping through.

Shepulls out another big book of headshots•..

,JustthenNIGEL bursts in.

ANDY looks up at him.

NIGEL trots down the streetwith ANDY in tow.

INT,SHOWROOM/STUDIO -- DAY

We're in Oscar de la.Renta's capacious showroom/studio. A large logothat _reads"Oscar de la Ranta" is overhead,

SALESREPS bring _outdress after dress on a rack.

We seeANDY, overwhelmed •

kisses.

Ee geetu~ee to ANDY.

We see the stunned looks on everyone's.faces, as if he'd said she had an.e:Ktraa:rm.

We see ANDY from behind as the MAKEUP ARTIST applies the finishing touches.

NIGEL selects a necklace from an assortment of necklaces. Re drapes it around ANDY'S neck.

NIGEL studies hie creation, proud, He sighs.

We see a limousinegliding through the streets••.

The Met, all lit and abuzz for a gala charity benefit.

A banner across the front of the museum reads "RUNWAY PRESENTS: THE COSTUME INSTITUTE: IN BLACK AND WHITE." A red carpet crammed with celebrities and photographers leads into the museUill.

Andsuddenly the door opens and ANDY steps out onto the red carpet.

And shelooks unbelievable, gorgeous, perfect.

She takesa moment, then ducks around the red carpet, trotting up the stairsbehind the line of photographers.

Just thenEMILY spots her.

But ANDYis busy staringat EMILY, in her strapless dress.

EMILY smiles proudly, then dissolves intoanother round of bone- rattling coughs.

ANDY and EMILY enter•. Thescene takes ANDY'S breath away: the lobbyis packed with New York's elite. Everything in sight is white -- white tulips, bone white china, white candles, white tablecloths and chair covered in white silk.

All the GUESTS are in black or white. EMILY looks Around.

Just then an audible murmur makes its way th.roughthe crowda They, along with everyone, swivel their heads in ti.meto see••• I ..•a woman making an entrance into the party wearing a I spectacular red dress.

It's MIRANDA, of course, a ruby in a sea of monochrome.

It's the'awkward red dress James had in his studio, made over to perfection.

EMILY and ANDY rush over to MIRANDA.

QUICK CUTS at the ball.

ANDY and EMILY stand at M:IRANDA'"e:!.d.e.,,,.·she:fi.eldeg:.<>ota.ns<>·- A DISTINGUISHED COUPLE approaches.

i I I. i

EMILY racks her brain. Which goes blank. She starts to panic.

SeeingEMILY struggle, ANDY leans in to MIRANDA.

MIRANDAgreets the couple.

MIRl'.NDA Ambassador, Rebecca. Lovely to see you.

EMILY getsANDY's attention and mouths "Thank you."

Just thenANDY seesa very fashionable WOMAN, with a more avant- garde lookthan MIRANDA, headed for them.

And she'sbeing escorted by none other than•.. IRV.

EMILY whispersto ANDY.

JACQUELINE.and IRV head straightfor MIRANDA.

Then MIRANDA.turns to JACQUELINE. They•kiss the air behindeach ,,ther•sears, pretending to he happy to see each_other.

MIRANDA smile5,.hut looks like she'd rather throw darts at JACQUELINE. ANDY quickly steps forward.

l'INDY Alers, Jacqueline, dites-moi,avez- vous rencontre Brad Pitt?

She pullsJACQUELINE across the room.

LATER

ANDY andEMILY are with MIRANDA who is talking to ELTON JORN.

Suddenlythey're surprisedby the appearanceof MIRANDA'S husband STEP~EN, quitedrunk.

Everyone freezes. MIRANDA forces a laugh. EMILY emitsa cough of ·shock, but 1\NDYquickly turns to ELTON, distractinghim.

And while she chats with him, MIRANDA puts her arm around her. husband and leads him gently away.

And as shewalks away, MIRANDA turns.

And looksat ANDY.

AndMIRANDA mouths the words "Thank You."

ANDY andEMILY'S eyes both go wide. Holy shit.

ANDYtrots down the steps, exhilarated.

Checks herwatch. Looks up. And sees CHRISTIAN, walking up the steps, lookingbetter than anyone ever should in a tuxedo.

He smiles andclutches his heart like he's been shot by cupid.

He openly admires her ina way that makes it clear he's imagining her with the dress off.

She triesto bite back an incriminating smile. Turns and races towardsher•1imo.

ANDY isputting the finishingtouches on wrapp.ing a present.

Then she startsripping offher clothes, shoes, stockings.She· grabs a pairof jeans, atshirt.and some boots outof a bag and starts to change.

NATE,.DOUGand LILY are hanging outwith NATE'S friendswhen. ANDY walks in, She runs over, hugs NATE and sits down.'

They're kind of staring, so she tries to wind it down.

And she can tell she's blathering.

7 8.

She grabs amenu.

Just then the WAITRESS walks overwith change fromthe check.

And ANDY realizes. She's missed thewhole dinner.

And without saying anything, NATE reaches over andtakes something off her head... ·

ANDY and NATE sit next to each other, surroundedby late night passengers.

NATE gives her look. Yeah, right.

MUSIC .UP

A MONTAGE that shows that as ANDY'S career starts to take off, her relationships continue to spiral downward.

--IN THE APARTMENT

ANDY wakes up. NATE is already gone.

-RUNWAY RECEPTION

ANDY steps off the elevator with all the other RUNWAY girls.And now, with her confident stride and her fashionable attire, she is indistinguishable from any of the others•••

--CENTRAL PARK

NATE, DOUG and LILY and a bunch of their friends play frisbee in the park. The summer is beginning to turn int.ofall. Caroera finds ANDY •..

...onthe csll phone.

--RALPH LAUREN SHOWROOM

I We seeANDY back,in the Ralph Lauren showroom. They wheel out a '-._., rack ofsweaters. ANDY flips though the skirts, confident, seleot:Lngandre,jecting.

--APARTMENT

We seeNATE in his apartment,alone, waiting fo,rANDY. Finally he picksup his jacketand walks out.

--RUNWAY

ANDY goes throughthe bookwith JOCELYN, clarifyingMIRANDA'S notes. A couple FASHION·,ASSISTANTStakenotes as ANDY talks.

--ON THE STREET, DAWN

ANDY walks to work so early the sun is stillrising. The air has turned cold now.,.Shepulls her coat closeraround her.

--MCSORLEY'S

NATE, DOUGand LILY out for drinks. ANDY isnowhere to be found. NATE's cell phone rings. The caller id flashes "ANDY".

NATE turns off the ,ringerand ignor·esthe call.DOUG and LILY exchange a lo,ok.

A handsome Italian man, MASSIMO CORTILEONI, steps offthe elevator..MIRANDA greets him. They airkiss.

He rattles off some more compliments in Italian as she leadshim down the hall to her office.

Shewalks him by ANDY and EMILY.

And with that she sweeps MASSIMOinto the office.ANDY realizes EMILY is staring at her.

She shrugs, as if what MIRANDA just didwas nobig deal. But EMILY knows it is.

ANDYwaits for the book, no longer timid, blasting a song onthe stereoand singing along..•

(to the Stones) Ain't I hotenough? Ain't I rough enough?Ain't I rich enough? I'm not too blindto see .••

Suddenlythe intercom sounds.

ANDY steps in,carrying the dry cleaning and The Book, moving quickly.Suddenly she hears a voice, emerging from the dark.

ANDY practicallyhas a heart attack.

ANDY steps intothe apartment, curious. And scared.

A.NOYlooks ~t her, notsure where this concerns her.

And this iswhen ANDY starts to have a bad feeling.

MIRANDA shrugs. Fine.

ANDY looks at her, stunned.

MIID\NDA{cont'd) on the other hand, if you do~ good job in Pa:ciaand eont:i.nu.e.to;i...mpJ::ea~ me; there's no end to your future at· Runway or anyplace else.

She smiles.At her very most seductive.

ANDY rides down in shock.She closes her eyes. Da:mmit.

ANDY walks out ofMIRANDA'S building. ROY opens the door for her, but she waves him away.

ANDY walks downtown alone, thinking.

ANDY looks through.the clips of all herarticles from college. ~) And at a picture of herself at graduation,surrounded by her parents, her relatives, her friends.

Her parents are beaming, exuding pride.

The desks outside MIRANDA'S office are empty.We hold for a few beats.

Then ANDY comes in, walking slowly, still unsure.

And at that moment MIRANDA aDpears. They look at eachother.

MIRANDA nods, almost imperceptibly. ANDY nods back.

And MIRANDAtakes her coat off. ANDY holds out her armsto take the coat from her.

But MIRANDAputs the coat on EMILY'S desk instead. Rightin front of EMILY'S Eiffel Tower screensaver.

And then MIRANDA strides into her office. ANDY sits down,trying to grasp the magnitude of what just happened. And justthen MIRA!,,1)Apokesherhead back in.

And we see ANDY'S face. Me?

11:NDYiswaiting for EMILY, dreading her arrival. Suddenly she can't take it anymore. She dials the phone.

EXT, MIDTOWN STREET -- DAY

EMILY flies down the street in even more than her usual tizzy.

EMILY jugglesa stack of the bright orange Hermes scarf boxes, herpurse, her cell phone.

EMILY almostmows down an OLD LADY. She mouths "Sorry."

And that's when EMILY steps into the street.withoutlooking. The second she steps off the sidewalk--

Blam!EMILY is hit by a taxi.

We seeher purse, her cell phone, her orange Hermes shopping bag,some orange Hermes boxes, and some of the white scarves as they flythrough the air.

ANDY sitsin the waiting room, distraught.

Lying ina hospital bed, her face with no make-up, wearing a dumpyhospital robe, EMILY looks like what she is •••

...a skinnytired young GIRL.

ANDY standsby the window, arms folded, defensive.

Just then an ORDERLYwalks in with her dinner, laden with fattening foods -- a cream soup,bread, pasta, cheese and dessert.

EMILY grabs a pudding, peelsoff the foil top.

She angrily finishes the last spoon of pudding,grabs a dinner roll, which she starts to butter.

She bites off a hunk of dinner roll.••

{with her mouth full) And you know what really kills me? The clothes you'reabout to get. You don't deserve'them.You eat carbs, for · Christ's sake.God! It's so unfair. (takes another bite) Just go.

E~JLY I said, go!.

ANDY sits in NIGEL'S office as NIGEL and the FASHION ASSISTANTS swirl outfits in front of her.

NIGEL· To accompany Miranda to a bistro? Cuffed, charcoal gray Theory pants with a black silk turtleneck by Celine. For the tennis club where she'll -receiveprivate lessons? , Bootleg workout pants, zip-up hoodie and tank top, all by Prada Sport. For the front raw of the Chanel show?A pleated schoolgirl skirt by Anna Sui with a sheer white Miu Miu blouse and Chanel spectators with a Michael Kors blazer... ·

A BEAUTY EDITOR appears in frontof ANDY with a cosmetic bag.

, BEAUTY EDITOR Here are your shadows, li,ners, lipsticks in matte, high-shine, long- lasting and clear, six mascaras from light blue to pouty black, eyelash curler and two eyelash combs, liquid, solid and powder blush. 1\ndof course your moisturizers: glimmering, tinted, scented, unscented, hypo-allergenic, alpha-hydroxy... ·

The B~~UTY EDITOR now puii= out~ sketch bookwith a different page for each event, with labels like "OutdoorDaytilne"and Relaxed Evening Glamour: NOT FOR BLACK TIE".

They all laugh.

And suddenly more racksof clothing are rolled in.

on ANDY. There's more clothes?

INT, RUNWAY -- NIGHT

The hubbub has died down.ANDY looks atNIGEL, exhausted.

She looks at him. What? He smiles.

Re looks at her.

ANDY takes this in.

She giveshim a look.

LILY hascurated a show at the gallery where she works. The place bustle.swithgroovy ART PEOPLE.

LILY runs aroundlike she owns the place, much the way ANDY does at RUNWAYnow.

ANDYwalks in, looksaround, impressed by the art and the crowd.

LILY spotsANDY andruns over. They hug.

LILY looks at her, smiles.

LILY runs off to greet someone. ANDY walks over to DOUGwho is •,_, at the buffet, carefully piling shrimp on a tiny plate.

ANDY

L Hey, Dougie.

·INT. CHELSEAGALLERY -- LATER

ANDYwaits for thebathroom. she hears a.voice,

She closes her eyes. Can't be. She turns. Yup.

stop smiling.Why am I smiling?

·ANDY Sorry. I'll be too busy. Working. You'll have to find someone else's life to change.

And with that, he leans in, plants a softkiss on hercheek.

ANDY closes her eyes, blushing like crazy.

When she opens her eyes, CHRISTIAN is gone.And it's notfor a moment that she notices.•.

••.LILY, about ten feet away, staring at her, a look of surprise and disgust on her face.

INT, CHELSEA GALLERY NIGHT

ANDY follows LILY through the gallery.

She gestures to 1\1!1DY.

ANDY tries to say something, but LILY interrupts.

She .indicatesNATE across the room. He waves. She walks over to him and gives him a kiss.

EXT, CHELSEA GALLERY -- LATER TEAT NIGHT

NATE and ANDY walk together down the street away from the gallery.The street is shiny from a recent rain,

Beat. ANDYtries to catch her breath.

She standsthere, waiting for him to protest, throw his arms around her. Instead,he.walks away.

He turns. And just thenher phone rings. They both know who it

The phone keeps ringing.

And he walks away. ANDYclicks on the.phone.

MIRANDA and ANDY are in first-class. The tray of champagneand orange juice comes around. MIR.!'1.NDAwavesitoff.ANDY doestoo.

,glassesand downs them.The FLIGHT ATTENDANTSstare.

It's dark·now and everyone on the planeis asleep.

MIRANDA is asleep, mouth closed, make-up seamless, nota hair out.of place, perfect even at rest.

We move over to ANDY, who sleeps like a normal person,hair askew, mouth slightly open.

ANDY looks out the window, watching Paris at night whizzingby her. She is in awe. MIRANDA is not even looking.out thewindow •

The Paris Ritz. MIRANDA'S limo pulls up.

INT,RITZ HOTEL SUITE -- PARIS -- NIGHT

\ The BELLMAN opens the door to a huge suite. ANDY looks confused. '-·

ANDY walks intoMIRANDA'S room,which.makes the other place look like a dump. She stares.

ANDY grabs .hernotebockr tries not to gape at the luxuri..ou~ surroundings.

ANDY springsto attention.

ANDY, inthe sumptuous Ritz robe, looks out the window at the amazingview. Can't believe she's here. She smiles.

The nextmorning. We see MIRANDA getting ready -- a team of peopleworks on her hair, make-up, pedicure, manicure••.

We move across,through the wall.•.

...to the roomnext door, where we see ANDY getting the exact ,~ameVIP treatment.She can't believe this is happening to her.

QUICK CUTS of~..NDYandMIRANDA in Paris.

ANDY sits in the frontrow beside MIRANDA. Half the INVITEES are ..lookingat the clothes.The other half are watching MIRANDA'S reaction to the clothes.

INT, PARIS RESTAURANT -- NIGHT

A tiny restaurant on Rue deRichelieu called Dave where all the fashion notables eat during FashionWeek.

MIRANDA dines with a tableful of designers,editors and celebrities and ANDY is right there besideher.

A map of the inside of the chateau withtables arrangedon it. ANDY does the seating arrangements withMIRANDA lookingover.her shoulder, pointing.

The Versace show. MIRANDA walks by the paparazziwaiting outside the show. They scream her name. She shows off herbest smile.

ANDY squints, blinded by the flashbulbs.

ANDY stands near MIRANDA who is in the lobby chatting with STELLA MCCARTNEY when CHRISTIAN comes up beside ANDY,

She turns. And is happy to see a friendly face.

ANDY· Oh, do I?

At themention of this, ANDY.blushes slightly.

MIRANDA is just out of the shower when she hearsa knock at the door. She .opensit. And a BELLMAN hands her an envelope.

INT, RITZ HOTEL CORRIDOR DAY

ANDY walks down the hall to MIRANDA'S suite, feelingcheerful, looking great. She knocks on_the door.

I MIRANDA opens the door and immediately turns away, walkingover '\-· to the window. She looks out over the rooftops of Paris.

ANDY follows, and her eyes widen as she notices somethingwhich shocks her to the core.••

MIRANDA is wearing sweatpants.

MIRANDA walks back over to the window without a word. Looks back c,utoverthe city.

11NDYshakesher head. Couldn't be more surprised by this conversationif they were both on fire.

ANDY isperfectly still.

A long beat. And finallyMIRANDAturns.

She has no make-up on. Her hair isdamp andunstyled. And.she's obviously been crying.

( ANDY looks at her, not understanding. MIRANDA points at an "-'· envelope on the table.

Al,"DYtakesin the shock of this.

ANDY is watching her, just listening.

And shecan't even bring herself to think this part through.

MIRANDA looks at her.

We see MIRANDA, stridingthrough the lobby.And what we notice ·is••. she looks like regularMIRANDA. Don.eup,perfect, confident walk.

MIRANDA breezes out of the hotel, gets in the waitingLimo .

·MIRANDA closes the door, takes a deep breath. And now thatshe's alone, for one second, her veneer cracks, just a little.

INT, L'AMBROISIE -- NIGHT

CHRISTIAN and ANDYhave dinner in a tinyromantic restaurant on the Place des Vosges.

He laughs.

He grins. Pours her more wine.

They drink glass after glass of wine.

They walk home together through the Place Des Vosges.

She swirls around.

And suddenly he catches one of her arms and almost likea dance move pulls her into him and kisses her.

Another kiss.

Another kiss.

Another kiss.

ANDY (cont'd)

\_--·~' I barely know you and I'min a strange

city.

He kisses her again.

ANDY· (cont'd) I'm out of reasons.

ANDY and CHRISTIAN arekissing on his bed. Ber phone ringe. "Oops IDid itAgain." ANDY ignores it. ·

Butwe see the caller ID. It saysMOM & DAD.

ANDY wakes up. Ber careful hair andmake-.upfrom the night before are wi1d1y askew, She rea1izeswhat ehGdid. And that ahe

She sits up. Catches sight of herself in the mirror. Ouch.We h,earthe sound of the shower running. CHRISTIAN calls out--

ANDY starts getting dressed. As she picks up her jacket, she knocksover a few papers. And sees something sticking out.

A mock-up of a magazine. With the familiar RUNWAY logo. She picksit up.

l"NT.SHOWER-- DAY

CHRISTIANstands under the spray of water. Suddenly the shower curtainis yanked back.

1>J;7)Ystandingthere,furious.She holds up the issue of mock-up.

CHRISTIAN,cool as can be, steps out, nude and grabs a towel, whichhe wraps around himself.

He pulls on at-shirt.

CHRISTIAN {cont'd) We worked on it together. She's bringing me in to run all the editorial content of the magazine.

He turns to his closet and contemplates his sports coats.

He picks a jacket, puts it on, turns to ANDY•.•

only to find the door open. And ANDY gone.

ANDY races down the haii. He~ ceii phon~ ringe ~gain. She_lookg

\.._~-· She knocks on MIRANDA'S door. No answer. She thinks, dials.

NIGEL is just waking up in his hotel room in Paris.

ANDYpaces, unsure what to do. She dials MIRANDA'S number, yet 2,gain.Finally,MIRANDA picks up.

And the phone clicksoff. MIRANDA has hung up.

This garners some stares. She sitsdown on a chair to think.

Her cell phone rings again and herheart leaps. MIRANDA. But no. She picks up.

We hear the voice of ANDY'S mother, HlillNAH.

HANNAB is in the hospital, sitting beside RICHARD,

?,ANNAH Your father had a heart attack. Last night. Everything's fine now. They've givenhim medication and he's resting comfortably.

ANDY clutches the phone.

E!ANNAHlooksover at RICHARD, resting.

We seeANDY, holding back tears.

HANNAH {O.S.) I just wanted you to know, so you could make your own decision.

ANDY stands there a moment,teetering on a precipice. Then she starts towalk, quickly. ·

EXT, PARIS STREET -- DAY

ANDY dashes through Paris.

ANDY runs up to the front desk.

llNDYruns downa corridor. She paces a second, knowing she's going to gether asskicked, then knocks on the door.

The door opens. IRVstands there, surprised.

We see MIRANDAbehind him. When she sees ANDY, she walks over. Turns to IRV.

URANDA pulls ANDY.intothe hall.

MIRANDA {cont'd) Have you lost your mind?

MIRANDA walks into the room,closes the door in ANDY'S face.

ANDY sits in the hallway, wonderingwhat to do. Just then MIRANDA comes out. ANDY springs up and followsher.

MIRANDA doesn't say anything, just.startswalking. ANDY follows.

MIRANDA just keeps walking.

MIRANDA stops, aggravated.

MIR1Ul'DA Yes, there is. Your 7gb.

And MIRANDA walks away.ANDY standsthere.

A gorgeous 17th century castle inthe.countryside. GUESTS are arriving.

·ANDY is outside, workingwith the staff, coordinatingarrivals. She excuses herself for a moment.

We see her dial her cell phone.

A few seconds later. We se.e.!iNDY,standingoutside theChateau, on the phone.

She closes her eyes, fighting back emotion.

ANDY {cont'd) Thanks. I love you too.

INT, CHATEAU -- EVENING

The chateau we saw in the opening with the party in full swing.

l'J!IDYisbustlingaround, checking all the details -- the. seating,the•flowers, making sure the GUESTS are happy.

She spots CHRISTDIN, who raises a glass to her. She looks away.

1\NDYwatches MIRANDA as she greets the GUESTS -- s.ocorrposed,so gracious.ANDY marvels.

Justthen NIGEL clinks his fork on a glass. He's standing at the podium onthe dais, gettingready to speak.

MIRANDA walks over,sits down on the dais. ANDY follows.

We pick up onthe scenefrom the opening.

We see ANDY, applauding, smiling,her eyes shining. MIRANDA :stepsto the podium andwe hear that short SCREECH of feedback. :shecovers with a laugh,tries again.

,JAMES smilesat her, raises aglass ofchampagne.

Her eyes land on ,JACQUELINE POLLET.ANDY watches. Whatthe hell? She shoots a look at CHRISTIAN. Can tell from the look onhis face he has no idea where this is going.

Earlier that day. MIRANDA sits across from IRV.

MIRANDA takes a piece of paper out of her Hermes portfolio and pushes it towards him.

MIRANDA

L It's a list.

MIRANDAcontinues.

'We seeANDY'S face.Holy shit. Looks at CHRISTIAN; Just as :stu);\nedassheis.

IRV looks at the list.

She smiles.

He looks at the list, then up at her. She's composed, cheerful.

MIRANDA {cont'd) Now, you had something YOU wanted to discuss?

FLASHFORWJ\RDTO:

MIRANDA continues.

'

Jmd she indicates JACQUELINE, who waves.Everyone applauds.

JACQUELINEextends her hand toMASSIMO, who waves.

ANDY'S mouth falls open. She looks over atNIGEL. His face betrays nothing. He applauds along with everyoneelse.

And ANDY looks to CHRISTIAN. Who is also shockedas hell.

A hearty round of applause for JACQUELINE. MIRANDA smiles.

We see MIRANDAsitting in the corner of a tiny cafe with JAMES HOLT and MASSIMO. JACQUELINE enters, walks over to the table.

MIRANDAcontinues.

Shesmiles at JAMES.

I\NDYwatches everyone swirling aroundMIRANDA. She walks over to NIGEL among the·crowd of well-wishers.

He turns to her. Some emotion on his face·now.

, NIGEL She's given me everything I have, Andy. When it's time, she'11 pa:yme back.

And he·rejoins the swirl. And ANDY sees CHRISTIAN, having a drink, trying to cover. ANDY walks over to him.

He looks at her. Her gaze back is level. Sc over this guy.

Andy--

Sheturns away from him.Runs right into MIRANDA,

AndANDY walks away, without lookingback at CHRISTIAN.

' \_..

MIRANDA and ANDY ride alongin the limo on their way back to Paris. MIRANDA is relaxed,victorious.

ANDY nods.

She smiles.

She studies ANDY.

ANDY looks at her, stunned that she knows.

MIRANDA looks out the window. They're approaching the next party andthe paparazzi are waiting outside, as the fabulous people ,streaminto a Faris nightclub.

J\,ndnow she'sspeaking.as much to herself as to ANDY.

ANDY staresat her, blown away by what MIRANDA is saying.

MIRANDA {cont'd) And so now you know that you can have my life. You can do what I do. Because you can sacrifice the things that need• to be sacrificed.

MIR.ANDAlooks at her and smiles, and this time, for thefirst time, her ·smileis almost maternal.

And with that she opens the door to the limo •.•

••• ontothe red carpet where she is instantly embraced by the flashing lights of the cameras.

ANDY quietly steps out behind MIRANDA. Squinting. She's never ~otten used to the lights.

MIRANDA moves down the red carpet. We follow her. And it's not until MIRANDA is about to open the aoor that she realizes•••

ANDY is no longer beside her.

We see ANDY, walking up the Champs Elyseesin the dusky light:

She has never looked more beautiful. Sheis serene. And she is free. The wind blows through her hair. She smiles.

Suddenly her phone rings. She looks down at it,having forgotten it was in her hand. The name MIRANDA glows inthe dim light.

ANDYdoesn't break stride for a moment as she .••

she squeezes into a coach seat.

We see ANDY, in her rental car, driving past Three Rivers stadium in Cincinnati.

1'.NDYstandsat the door·to the nice, unhip Midwestern house she g·rew upin. The door opens• RICHARD, her dad.

E:XT.AIRPORT -- DAY

ANDY walks out of JFK. LILY is standing outside in her beat-up Bonda Civic.

~~heysmile at each other.

ANDY waits nervously. She is wearing jeans, an old sweater. Still,she's different the hair, the shoes.

SuddenlyNATE appears.

Beat. They smile at each other. Okay with each other. Even friends, maybe.

1\NDY Not sure. But I actually have a job interv.tewtoday.

Beat.

It takesher a while to get this. She bursts into laughter and they bothlaugh.

ANDY sits nervously inthe waiting room of the New York observer, thetotal opposite of the Runway offices.

ANDY sits across froma scruffy guy in his early forties.

He looks at her resume.

She smiles, humble now.

EDITOR {cont'd) My only question is... Runway? What the hell kind of blip was that?

ANDYlooks at him, confused.

ANDYblanches.

EDITOR (cont'd}

L. . •. sayingthatofall the assistants

shehad, you were by far her biggest disappointment.

ANDY takes a deep bre_ath•••.

on ANDY, stunned,

EDITOR {cont'd) So youmust have donesomething right.

ANDY walks out of the job interview an_dout onto the street, stunned.

,ANDYwalks over to the Elias-Clarke building, looking at a place thatwas, in .itsway, a home to her •

\ INT.RUNWAY --DAY.

We see EM:!LY,backat her desk. The camera widens out so we can see....

••. anew SECONDASSISTANT, eagerand nervous, in the place ANDY used to sit.

/ EXT. STREET --DAY

ANDY looks up, thoughtful, and suddenlyshe sees MIRANDA walk out of the building.

She stops. Looks over at MIRANDA.

And MIRANDA lpoks over, her eyeemeeting ANDY.

A beat.

And then ANDY nods her head -- in thanks, in salutation,and in farewell•••

But MIRANDA does not react. She gets into the car. . )

....__/

ANDY shakes her head. That's MIRANDA. She smiles, thenturns and starts to walk down the street.

MIRANDA gets in, sits back in her seat... And through herwindow she can see...

~NDY, a bounce in her step, walking away •..

And MIRANDA, alone, where no one can see her, finally breaks into a real smile. Then she nods to her driver.

We see MIRANDA'S limo pulling away...

And ANDY, walking down the street, moving in different directionsfurther and further away as we ...

:FADEOUT

··---''