"VANILLA SKY" (2001)

VANII IA SKY

Screenplay by

Cameron Crowe

Based on a screenplay "Abre Los Ojos" by Alejandro Amenábar and Mateo Gil

Cruise/Wagner Productions in association with

Paramount Pictures 5555 Melrose Ave Hollywood, CA. 90038

Phone: 323.956.5575 Shooting Script, 2001

ON BLACK

We hear a whooshing sound, getting louder.

A BLINK OF AN IMAGE

New York City from a perspective of flight, not an airplane, a swooping diving shot. Back to black.

DAVID AAMES, JR., 32, swings out of bed and sits on the corner of his mattress. It's a chilly New York City morning. Early sunlight glows around the corners of his curtains.

He reaches behind him to shut off a slim voice-activated clock-radio. He rises, a comforter draped around his shoulders, and heads to the bathroom.

David regards himself in the mirror of a beautifully-tiled and well-appointed bathroom. In his thirties now, his lo~ks have only deepened and improved. He brushes his teeth. He spots a gray hair, and holding tweezers, seizes and plucks it.

David puts on a shirt. Checks his wallet for money. His bedroom is elegant and spare.

He slips down the stairs into the expansive living area of this deeply-textured apartment. A stunning, inherited book collection lines the walls.

MORNING

David starts up his dark green sports car, and roars onto the New York City streets.

David travels the side-streets to work. He senses a growing weirdness. The streets are empty. He looks at his watch. It's 8:12. He continues anxiously. Runs a red light. Music rises.

The most recognized piece of real-estate in the world is silent. It is as if the world's biggest parade has just left, taking everybody with it. David pulls over haphazardly. He exits the car, leaving it in the middle of the street. He begins to walk, faster now, as music rises. All the electricity is on. There is absolutely nobody in sight. David begins to run, searching for humanity. The billboards - electronic and still - all sell easy solutions to his loneliness. He pulls up short, stopping and crying out in anguish. There is no one left in the world.

David hangs out of bed, his mouth in an open silent scream. Covers his face with both hands.

He reaches behind to shut off the same clock-radio, and its voice. He makes a relieved agonized sound into the pillow. Gets up, sees a pizza box .•.a container of soup... a remote control on the floor. We hear an incisive voice with a comforting lilt - a man we'll meet later.

got here, and why you've been charged.

David checks himself in the mirror. Seizes and plucks that same gray hair.

David enters, reaching for his wallet, repeating the morning ritual. A figure stirs in the bed behind him. She leans upward,wearing David's college basketball tank for a pajama-top. She's warm and wicked, a mildly reformed party girl, the kind of girl first-novels are written about. She is JULIANNA GIANNI, 25.

,JULIANNA Where you going so early?

She pulls a pink pill-box purse from the nightstand, withdraws a multi-colored phone.

David in his steel-and-linoleum bachelor kitchen. Julie swings into view. Her blouse is unbuttoned two buttons too many, down to mid-chest. She gives him a kiss on the cheek and lingers. David grabs a racquetball bag, talks to the next room.

They have a comfortable, healthy, mutually satisfying, gloriously superficial relationship.

David is about to enter the green sports car, then thinks better of it. He fires up a knock-around beater car from his collection. He drives into the street which is, comfortingly, now full of people. We hear R.E.M.'s "All The Right Friends."

David drives the crowded streets. It all seemsmore poignant today. Life is good again.

David pulls up to a lower-end apartment, checks his watch. Enter the hung-over BRIAN SHELBY, 30ish. In a world of acquaintances, Brian is a true friend. He has all the qualities of Abe Lincoln and, much to his chagrin, the looks too. He hops in the car with racquetball bag.

Car phone rings. David checks Caller ID - it's his office. He clicks on.

David takes off driving.

Brian howls in pain, like a hurt dog.

Brian emits another pained howl. David reaches over to change the music.

Brian freezes at what he sees.

David turns and sees he's hurtling into the back of a car stopped just in front of him. Clenching he hits the brakes, narrowly avoiding a high-speech collision. And then ••.to his right •••another car comes hurtling toward him..• and stops within an inch of deadly impact. There is an awful moment, as the second car blares on the horn. Traffic continues, but the lingering feeling of dread and confusion is still in the air.

Pedestrians continue walking around the honking tangled mass of the near--accident.

David meets Peter Brown and RACHEL, his second assistant, at the front of the well-appointed headquarters of Aames Publications. Aames hops out of car and heads into the building.

David Aames Jr. turns down the corridor of Rise Magazine, a male youth-culture-style magazine. Rachel gives him daily tabloid reports, continues with the essentials.

David taps on the window of the art department, in panic over several cover mock-ups. He gives a presidential thumbs-up, moves on. They look at each other, trying to decipher if the thumbs-up was a decision.

David passes a holdover from the old days, older Receptionist (BEATRICE) who speaks uncomfortably and gruffly into a headset. She gives David a knowing look - late again.

David walks into the office. Framed original photos from album covers co-mingle witha splash of cultured art and books. Seven very-interested and very-alert looking Older Executives wait.

He gestures charmingly, easily, and bows with apology over his lateness. All are happy to see him. Sort of.

FLASHBACK

David at 11, blithely skateboarding the hallways. He passes Beatrice, who turns to an editor.

The light from a small line of chicken-wired windows cuts through the blackness. In the shadows of this dank room, we hear his voice but we do not see him. It is the smaller, slightly muffled tone of David Aames. In the shadows, he wears a mask.

Portrait of CURTIS McCABE, 52. Doctor of Psychiatry, prison division. He's far too wily to spend the currency of his brilliance just yet. It's too early in their relationship. He stands tall, leaning on a steel desk, polishing his glasses with end of his coat.

A Contentious Prison Guard (AARON) swings his feet down and gets up from watching a 17-inch television on a stool. He exits into the bigger room to quiet down David Aames.

Slight push in to show the television show he is watching, and we see a snippet of "To Kill A Mockingbird."

With great power, McCabe advances on the guard. His presence, when he turns on the switches, is considerable.

The Contentious Guard leaves.

McDonald's, not once, and never watched television. Yet his biggest magazine is still TV Digest. He and my mother threw the grandest parties of the literary world. He ballooned, jumped from planes, sought adventure ••. His autobiography is the manual for every cutthroat publisher in New York. It's called Defending the Kingdom.

David Aames moves closer to the light. We see a strange bland expression of his mask, at first other-worldly •.• and then more clearly.

McCabe gathers his things.

Somehow the lilt in McCabe's voice draws him closer.

Shadows. There is no answer, just a rustling and a growing sense of anticipation in the darkness.

Shadows. Still no answer.

McCabe now shows the invisible skill with which he has brought his client to the precipice. And now, with one word, he invites David Aames to look over.

In the darkness, a rustling and the slight turn of a head.

From the darkened back room, David Aames appears with ice, and re-enters his party.

Aames moves - swirls ismore like it -through into his party, which is nicely underway. Upscale. Modern. Part literary crowd. Part fashion crowd. He's great in a crowd. Surrounded by people,David Aames comes alive.

DAVID MOVES THROUGH PARTY

catching the attention of a model. (LYNETTE)

A Woman Caterer in Whites (EMMA) slipsby with a knowing smile.

David notices that Brian Shelby has arrived with a guest, a Woman who struggles with a package and a very large coat. On first glance, she's just another girl. On second glance, she'sa killer. He notes her oddly funny behavior. She removes the coat to reveal a very simple natural beauty. She is SOFIASERRANO, a 27 year-old city girl with a barely containable life-force. Enter PETER BROWN, David's male assistant with surreptitious headset. He gestures to a stereo appliance set up in David's living room.

amazing prototype. They'd love an article on it if you like it ...

David nods, still focused on Sofia. Suddenly, he finds he can't take his eyes off her.

ANGLE ON FRONT ENTRANCE

as David arrives to greet Brian and his guest.

The two friends hug. David shares a quick glance with Brian's date, who still burdened with coat.

Her upbeat physicality is intoxicating. Sofia hands David her present.

Neither look at Brian. Brian takes a breath. He's been here before.

David exits. They are left to consider his personal charisma.

ANGLE ON A HOLOGRAPHIC DISPLAY CONNECTED TO STEREO

An odd and disarmingly beautiful display of Coltrane performing "My Favorite Things" in David's living room. Sofia passes a hand through Coltrane's image, admires it.

ON DAVID

David is approached by THOMAS TIPP, a Brit, and an Associate board-member at Aames Publications. Tipp is ten years older than David, and he is the rarest of birds. A sentimental lawyer. And at the moment he's a bit drunk.

David moves to address him so he can still track Sofia.

But the word "stupid" is what David heard loudest of all. Nearby, we see a Woman Partner (one of the Seven Dwarves) taking a quick look at David.

David scans the room. Beneath the good cheer, he sees the other layer. Lying. Disloyalty. All part of the institution he enjoys forgetting exists. Each word bashes his soul.

David's gaze falls upon Sofia, who is looking directly at him. And for one blinding moment, something passes between them. She looks away. He feels saved.

David smiles faintly. Understandingly. Tipp kisses him on the cheek, boldly and drunkenly. He feels like a hero to himself.

David flinches, just a little.

I

David continues tracking Sofia as he slips over to Peter Brown.

David enters, shuts the door and sets Sofia's present down. A party dress is on his bed.

He turns to see Julie Gianni in the bathroom doorway, wrapped in a comforter.

,JULIANNA Yeah, that was a little weird -

He holds her. They talk in between friendly kisses.

She pulls away, and talks plainly to him.

She kisses him again. David very gently, and skillfully resists. She gets the message.

Sofia eyes a framed smashed guitar handsomely mounted in a glass display case.

She turns and sees it's David, engaging smile in place. She jumps slightly.

She turns and walks away, David following close behind.

David is looking just over her shoulder. She turns to see an almost disturbingly large portrait of David Aames, Sr. She turns back.

Someone passes, bumping her slightly, into him.

Julie Gianni sits on the steps watching. The girl, and the dress, looked much happier in the bedroom. Julie rises and begins to move. i

ON BRIAN

Brian holds a drink, attempts to crash a conversation between two models. His debonair act is shaky.

David and Sofia race up the stairs. Bad kids having fun.

They arrive at the door to a smaller upstairs apartment.

He enters and shuts the door. Frustrated, she stands for a moment, listening to the music streaming from the downstairs apartment. We watch her private moment as she decides to leave him, turns, feels the emotional pull, dances back and knocks sharply three times.

David pulls her inside. Shuts the door behind them.

Julianna and Brian, both looking for David, discover each other.

Artwork on the walls. Sofia is drawn to a powerful Monet •••and it is not a copy.

Julianna and Brian hold their private conversation by a piano. They are bonded, almost mesmerized by their mutual fascination for David.

David and Sofia laugh.

Beat. They drop the act. A powerful awkward moment .•.and the door opens.

He messily tries to hand his drink to David, but spills it embarrassingly. All his cool is gone, and what's left are his friends covering for him, cleaning up.

She exits, leaving the two friends.

Brian prepares to leave, as Sofia returns with drinks.

Sofia looks at her watch, and the situation.

Brian looks at the two of them. Life is telling him, and he knows it's time to go. Portrait of aman who will not get what he wants. David notes the poetry in his friend.

He exits like a champ, a glorious sad-sack,with ahand flourish.

Julie Gianni dances, her eyes closed, her hand around a strange man's neck.

They stand nervously out in front of her apartment. In the distance, rain.

She laughs. It was never his decision to make.

She switches the light on in an artfully messy city girl apartment. A life is lived here, a bed on the back-room floor, a bag of trash on the counter, lamp is askew. She makes no attempt to clean it up. He soaks in the details, including some miniature dolls that occupy her kitchen and shelves.

A large goofy dog comes running at her, and then proceeds to slather David with love too.

David eases the dog away as he examines the oddly exquisite dolls. He grabs a look at her in the other room. A bit of leg between boot and skirt. As he admires the dolls:

She laughs to herself, steals a look at him. Turns away.

David looks at her refrigerator. A note reads: Call Dad! An odd epiphany occurs as he sees the collage of photos

that represent a hard-working, hard-earned, committed and passionate life.

Shot moves across the photos. A young girl living a young girl's hard-working and happy life. Group photos of co- workers. A few from a vacation. A whole new cast of characters, all. committed, and they all look inviting to him. And one gloriously random photo of her in Cabo San Lucas, raising a toast with friends.

David examines a humorously embarrassing vacation photo of a sloshed Sofia, a guy's arm reaching for her breast. Dedication reads: To Sergio! Marry me!

David freezes. And then decides - what the hell - to tell the truth.

David looks at her, mentally assessing her level of guile.

He continues looking. Flashes of the photos on her refrigerator.

things will happen if you're a good person witha good attitude. Doncha think?

He regards her. He's a little restless, and a lot enchanted. Is she for real?

He decides she's for real. He turns back to the photos on her fridge.

His vision moves across the bright blue sky of one of Sofia's photos. A single crimson cloud.

WEEK/INTERROGATION# 2

David sits with the mask, facing McCabe. McCabe is hanging on every word.

Aaron watches David, a 17-inch television on a stool to his right. Again, strangely, it is "To Kill A Mockingbird" that he's watching. We hear audio from the movie through the glass.

David with artist's notebook in hand. Across the table, Sofia holds the other notebook.

Sofia offers her drawing. It's a caricature of agood- looking guy surrounded by money, cars and very thin girls. He snatches it, studies it, and what he sees hurts him in surprising ways.

Sofia's face falls a bit. She sees she's hurt him. She takes the drawing and signs it, a little guilty.

She grabs it. It's a rich portrait, filled with detail, humor and style. She is rocked by its elegance.

She smiles. Something is developing between them.

Sofia smiles, shakes her head. And yawns.

David looks down. She's hit a nerve.

snowboarding through his life, with no focus whatsoever.

David shakes his head a little. Her words strike right to the heart of him.

Sofia is asleep on the sofa. Clothes still on. David gently strokes her hair. Television in b.g. It's one of those late-night infomercials, and it's ridiculously compelling. The perfect thing to bond over on a great, lingering date.

Sofia looks at him and smiles. They look back to the television.

ON TV INFOMERCIAL

A charming looking older-man discusses eternal life with a television interviewer. I

'

David moves closer to her.

They regard each other, and David gets up off the sofa. It's true. The promise is too great to not savor it, and walk away for now. Thrill remains in the air.

He makes a courtly bow and turns. She feels the loss of his company.

He pauses a moment, and turns. In this instant, a fleeting instant, it's the oddest thing. He can see their entire

life together. He returns to her. Tentatively, she grabs a quick sweet kiss on his mouth. He stays for an extra moment, kissing just her upper lip, leaving no doubt as to the potential of their future. And then ••.very close she says:

David stands. He looks around the small apartment.

She looks at him, quite aware of his personal and business crossroads. Silently, she roots for him like crazy.

He is still somewhat stunned by the evening, and the girl. He actually wants to run his company.

David slips out onto the street. It's shabbier than the alluring night-time version. He'd never notice, or care ••• because David is a man with a brand new buzz. The city is his. Everything good and great suddenly feels inevitable. Life feels like a great pop song. Behind him, a car with its lights still on starts and advances alongside. Behind the wheel is Julianna Gianni.

David leans on his car, turns and shakes his head.

David turns.

,JULIANNA Sorry. You're just never there for your friends until they've already given up on you.

you didn't invite me to your party.

It zings him. David turns, considers her.

Slowly, he is drawn to her. His old self rallies one last time. He gets in the car.

The streets are empty. She plays a CD of a romantic sweet pop track with a feeble vocal.

Julianna is a little hurt, hides it well.

David doesn't look at her. She speeds up, slowly.

,TIJLIANNA About the consequences of the promises you made.

He grabs at the wheel. She won't let go, and speeds up.

She picks at things on the dashboard, as she talks with a manic energy.

PROFILE OF DAVID AAMES JR.

who turns slowly to face her. All he sees are haunted blue eyes. He knows at the very least, there will be a crash. She guns the accelerator. He is paralyzed, unable to alter his fate.

Sweet pop music swells. She bursts the barrier of the winding road, and the car sails into an embankment of a road below. All sound disappears, as we hear a new kind of music. Ethereal, almost wondrous. This music continues.

TO BLACK

David walks the hall of trees. It's the gentle seductive whoosh of a new day, the way the world sounds when you're in love. Vibrant. Alive. Ironically rich in the beauty we all take for granted when we're not in love. He looks impossibly drawn forward to Sofia, who st.ands waiting to meet him.

He steals a kiss. They both feel like they're getting away with something.

He looks at her, completely lost and spacy.

The alarm clock goes off. A hand shuts it off. He looks at a model plane by the side of the bed.

Viewed in shadow, he rises out of bed.

JARRING FLASHES/RACING THOUGHTS - DREAM SEQUENCE

Walking down a hallway, a pretty woman with red hair beckons. On a motel floor, David writhes in pain.

Feet into slippers. He shuffles down the hall. David in the dark bathroom. He pauses, and reaches slowly for the light. As in every previous occasion, he has been revealed in the mirror. But today, viewed over his shoulder, we see that the mirror is now a wooden cabinet.

He shuffles down the hallway, seen from behind, a little heavier, a wool cap on. There are no shiny surfaces around the house. Music continues.

BACK TO UNIT

McCabe continues with David.

David from behind,on the phone. He strains to be casual. His head hurts.

INTERCU'l'

Thomas Tipp, the drunk truth-telling employee, is on the phone. David's empty office in b.g.

Camera reveals the extent of David's facial damage.

Sofia Serrano walks down a New York street in sensible shoes. ,Just another part of the working force. To our unseen follower, she is most beautiful when unaware she's being watched. Shot continues parallel to her. She stops, sees someone she knows. A truck with several panes of glass passes by and stops in traffic. Her image blurs behind the glass, but visible to us in the window is David Aames. His healing face is dotted with stubble. He wears a wool hat. He looks noble, an assembled victim, a modern miracle. He looks like many things. But he no longer looks like David Aames. The truck moves through frame.

A dashing-looking surgeon dripping with confidence, DR. POMERANZ, talks with David.

David consults a list he's made.

with any kind of aluminum which could ionize and cause that pressure in my head? Because I'm ready for another operation.

ANGLE SHIFTS TO REVEAL

three other doctors in the room listening.

It ismy job to be out there functioning. I've got the money, and I'll pay any amount. Invent something. Play jazz. You say you're the best face man in New York City. Fucking prove it.

Dr. Pomeranz looks over to a young assistant.

The assistant opens a black-leather bound box. In it is the mask -molded from David's own face,locked into a pleasant, bland expression.

DISSOLVE TO

Families lined up watching the ritual blowing up of the balloons the night before Thanksgiving. Parents hug children, detailing the magical events of an autumn night. Sagging balloons come to life.

David by the window of his darkened apartment. The Macy's Thanksgiving Day Parade passes just outside his window. The top of Homer Simpson's head floats by. We are a world away from the lively apartment that once hosted his swinging birthday party.

( '

Take-out boxes, catalog orders with new clothes, comic books and magazines with ripped-out pages fill the living room.

A memo is placed on the floor of David's living room. Shot pulls back to see he has covered the entire floor of his living room with memos and paperwork from Aames Publishing. He stands regarding all of this information, stooped and wearing his bathrobe.

INTERCUT

David stands in front of the bathroom mirror, practicing aloud.

David stares at his screen. Disheveled, in underwear, he eats red--vine licorice andM&Ms.

On screen beforehim, all seven, and Thomas Tipp too. Shot moves in on screen. We can feel the cool tension of their imminent takeover. David twitches, feels it physically.

David sits in the middle of his office. Push in on the white tape that covers the camera on the top of the monitors.

INTERCUT

David continues practicing aloud.

Sofia dances at the end of a long day. A few others leave for the day, trying not to stare at David. Sofia is there alone. For a moment, we share her solitude. She practices ballet, twisting and turning and landing in frame, looking just past camera. She freezes. She catches sight of David, undisguised. And she begins dancing again. Harder. Does she even recognize him? He moves closer, attempting an easy-going persona. We hear nothing but the sound of his heart pounding, in odd counter-rhythm to her dancing. Finally she stops.

She laughs a little at his strange new humor, keeps a brave front.

David fights anxiety, smoothes his coat.

She kisses his cheek, pulls back quickly, and as she exits •.•he sees her fighting tears.

David's mirror is restored. He studies himself. Raises his arm higher than he has been able to. In the next room we hear Conan O'Brien welcoming:

David watches Conan. The OWner of Benny sits with Benny himself. He wears at-shirt reading: L.E. Benny is not the most excitable dog in town. In fact, he seems rather spacey.

OLDER MAN/OWNER Benny fell into the water near our home, and was frozen in the Skykomish River. And I went fishing, thinking he'd gone three months earlier, and there he was in a block of ice, and ••.

David grabs the phone, and dials a number.

Laughter on the t.v. Riding the buzz of what he's watching, David dials.

He hangs up and feels instantly mortified. He looks at the phone in his hand.

TO BLACK

David moves into the thick of a high-energy neighborhood dance club. He wears a facial prosthetic. In the darkness, he doesn't stick out, not much. He spots Sofia and Brian, chatting, waiting for him. The sight of the two together recalls happier times. Sofia is dressed down. Brian, on the other hand, has never looked better. His clothes are nicer. He wears them with confidence. David has practiced an opening joke, clapping his hands together. He will be trying too hard, all night long.

They regard him in the mask.

She leaves. David turns to Brian immediately.

Brian looks away. He's said too much.

David turns away. The perfectly wrong thing to say.

David shakes his head,moves toward the bar.

David shakes him off, goes to the bar, and rips off his mask. His head thuds froma migraine.

The barman looks up, expressionless.

ON DAVID - LATER

watching Sofia and Brian from a distance, talking as friends.

He throws bills on the bar.

David looks across the club to see Sofia. A Clubgoer Guy whispers something in her ear. She shakes it off. He pounds down another shot at the bar, this time with the Barman.

David regards a video monitor behind the bar. Someone's camera is fixed on Sofia dancing with Brian, and another good-looking Young Man. She playfully shoves the good- looking Young Man away, not unlike the move that won David

over lo those many nights ago at her apartment. He pounds back another drink.

Weaving at the urinal, David pees. Squeezes his temples to ward off a headache.

CLUBGOER # 1 Dude, fix your face!!

The Clubgoers laugh. David laughs too. Suddenly, he feels better.

David moves through the crowd, powered by a new sense of belonging. The music swirls, and takes him along with it. He dances wildly. In the strobing darkness, he is anonymous, moving with the group, lost as one. David takes the mask and pulls it over his head, backwards. In profile, his two faces stare in opposite directions. David sees his moment. Sofia is alone near the corner of the club. He approaches her.

He regards her for a moment, sees her apprehension and discomfort.

He continues, taking a step.

scintillating conversation and you're wildly entertained. I know it's tough. (does her, with head nod) I'll improvise.

Their heads are close together, looking off into the club. David doesn't notice that Sofia is having a hard time playing along with this game. She is overwhelmed, holding it in. David continues.

David looks at her. His eyes flash at her choice of words. Perhaps there is hope. Sofia stares at him, worried about his sanity as he goes overboard with his praise of her turn of a phrase. Push into close-ups as they struggle to deal with the discomfort of this moment.

cats.

David, Brian and Sofia walk swiftly down the street in silence. David weaves. They are anxious to pretend it was a wonderful evening.

The word sounds a lot like goodbye and they both know it.

Sofia turns and runs away.

David and Brian walk on. Brian turns back to see Sofia running to the corner.

Brian shakes his head, starts running.

Brian stops one last time, irritated, at the far end of the street.

Brian needs to rid himself of David. He turns and runs in the direction of Sofia.

David feels the deep pangs of rejection. Breathing hard. His head hurts. His body hurts.

Beat. He sprints down the middle of the street after Brian.

David runs frantically, heartbroken and sobbing.

HIS MIND

Brian catches up to Sofia. She turns, relieved. They kiss messily, hungrily. Her shoes arch to reach his height.

David runs the streets, nearing her home. The images are tearing his mind apart. He stops and leans against a car, unsteady and nauseous. Holding his head in pain, he manages to run further.

David stops on the street outside her apartment. His sobs overwhelm him. He drops to the pavement. He passes out, mouth agape. The empty street visible in the b.g., his hand loosens its grip on the mask.

David is passed out, the mask is still clutched in his hand. A Butterfly crosses frame. A hand enters, resting on his shoulder.

David wakes up and looks into the kind face of Julie Gianni.

He recoils. His vision sharpens. In the morning shadows, with increasing focus, we see that it is actually Sofia.

DAVID POV

Sofia examines him with a look of concern and understanding. Everything takes on a clear and sharp focus. Behind her is a beautiful vanilla sky.

Sofia speaks with rapid-fire conviction, as if she might change her mind if she thought about it too much.

turns out to be a big mistake, I do have the ability to fall out of love with you - (snaps fingers) - like that.

She helps him up.

She stops in profile with him. She's astonished at his jealousy. Then:

She covers his mouth, nose and face. Only his eyes remain.

Portrait of the two, her leading him to the door, the crisp glycerine morning overhead.

We hear the sound of voices, human voices howling like dogs.

Prison. Human voices, howling like dogs.

David is led down the hallway to his appointment, past many doors with thick windows and howling prisoners. Aaron pulls him along. They arrive at the Psychiatric Unit.. McCabe is visible, st.anding,deep in thought through the door.

McCabe holds his drawings, standing. David is seated.

All the drawings are of Sofia, drawn in a similar fashion. David is a little jumpy, a little amped.

He moves to the window. The yard is filled with prisoners.

David rises and goes to the prison window.

ANGLE ON McCABE

In powerful framing, lower shot capturing him powerfully.

Pomeranz, called me and suddenly he was my new best friend.

SHOT OF DR. POMERANZ

friendly with outstretched hand, standing in front of x- rays

CLOSE ON DAVID

ON DOCTOR FROM BERLIN

who bows to camera.

CLOSE ON DAVID - CONTINUED

David is wheeled down the hallway on a stretcher. He is high on tranquilizers, singing "One of Us." The doctors are all smiles.

ussssss •••

I

David is strapped onto a plank headed for a metallic capsule. We hear odd noises and see high..techdetails of the operation. Laser beams criss-cross his face. Shot moves to the video playback of the operation with this legend beneath: Capture. An assistant doctor captures Polaroid frames.

A Polaroid still of David in mid-operation rolls out of the print-machine.

David and McCabe both sit against the wall. McCabe listens intently.

IN'l'.JULIANNA GIANNI'SCAR - DAWN -·FLASHBACK

There is tension in the air. David's face is covered in high-tech facial plates. He sits at a table near the window. Sofia stands.

She advances, takes his face in her hands. She tugs at the corner of one of the plates.

She pulls off one of the plates.

She pulls off another one of the plates. She grows a bit emotional.

She pulls off another one of the plates. Tearing slightly.

Quadrant by quadrant, his face is restored to a pale- skinned and tender .•• perfection.

Tenderly she kisses, and hugs him.

Sofia and David make love, looking into each other's eyes.

(points out mole between her breasts) - seriously, this mole. I mean, you'll have to wear bikini tops to work, or loose-fitting shirts so I can breathe, but -

She grabs his face, kisses him •..a powerful moment, like few others in this life.

Portrait of the couple together, moving down the middle of the street on fresh snow.

Sofia laughs. A perfect laugh. David admires her, sits next to her, holding her hand. Theirs is the unmistakable closeness of a couple in the first real throes of a sexual relationship. They share a giddy open secret. Across the table, we reveal Brian. He's got a tiny high•-tech camera. Sofia speaks sweetly and passionately to David in Spanish. David replies knowingly - "si" - every few words. It's a deep communication. She exits.

Brian shakes his head.

David's face is huge in the Brian's viewfinder.

Brian, naturally suspicious and somewhat jealous, spots a writer at a nearby table making notes.

The writer looks busted.

David offers his hand. They shake.

DAVID'S POV

David's gazemoves to a 40 year-old man staring at him with a bemused smile. A plate of food sits in front of him. His eyes suggest a piercing intellect, he looks at David with deep familiarity. David can't quite place the face.

Brian laughs. The spell is broken. Friends again.

David sleeps next to Sofia. He sits up, takes a glass of water from the night--stand,admires his girlfriend and moves to the bathroom.

He turns on the light, fills the glass with water. Looks up into the restored mirror. His face is disfigured. He recoils in terror, knocking against a towel rack, sinking to the floor and grabbing a look at a shiny surface on the lower cabinet.

Sofia bolts upright. She sees him on the floor across the room, sees his face and backs up in the bed, leaning on her arm, screaming.

He awakens suddenly. Sofia is next to him, smiling.

She kisses his hand reassuringly.

He gets up and goes to the bathroom.

Tentatively, he flips the light on. A very relieved David regards his restored face. He shuts off the light quickly, and fills the glass of water. Splashes some water on his face.

David climbs back into bed.

They kiss. The kiss expands, as he moves to the back of her neck. He caresses her body. She kisses his fingertips. Her back to him. Tangled in sheets, they ease into lovemaking with the perfect fit oftwo bodies meant for each other. He gently grabs a handful of her hair. His hand stops. It's not Sofia's hair. He slowly turns her face to his,and we glimpse David over the shoulder of thewoman who is not Sofia. He leaps out of bed, falling to the floor,the sheet tangled around him. He turns on the light.

Julie Gianni hides her face from the light, like a night animal caught in the intrusive glare of day.

When she speaks, it is with Sofia's cadence and accent.

He gasps for breath, backing away. Totally terrified. Paralyzed. In a low voice:

His instinct is to protect his lifeline - Sofia - and he pounces on her with a manic will to survive.

Julie Gianni looks a little loopy, almost stoned. Taunting.

David dismantles the phone, takes the cord. He ties her willing hands to the posts of the bed. She protests oddly, like an actress playing a part.

David pulls his pants on, frantically opens the wardrobe closet. No Sofia. Goes to the kitchen. No Sofia. Julie sobs quietly, sweetly, tied to the bed. She behaves and acts like Sofia.

David returns and sits across from her on the bed, terrified and barely hanging on.

She looks at him with tearful eyes.

He picks up the phone. Dials 911.

He turns to her. Her eyes are yearning.

The flash of mug shots. We see David sitting, sweating, agitated waiting in a Police Station holding room. Suddenly, the door opens and Thomas Tipp enters, flanked by other Detectives.

The room empties, and Tipp approaches David.

David hugs Tipp.

David leans back in his seat. It's all of them - everybody - against him. Tipp opens a file thick with paperwork, two computer discs and photos. He displays a photo to David, moving it into the light so he sees it clearly. Julie Gianni, battered.

David looks at Tipp. It's very clear now. He's one of them. David attempts calm.

A migraine is thundering in David's head. His world is spinning backwards.

David strides down the hallway. A Man in a crystal blue sport coat stands, waiting. As David passes, the Man confides a single line - as if smuggling out a valuable secret. Voices from other rooms, includinga small child saying: "Mommy, mommy."

Exiting, David is intercepted by a furious Brian.

David looks up ..sees a small security camera trained on them - pulls Brian out of the station.

David backs away, as Brian responds bitterly, from his heart.

David nods powerfully. He now understands. Brian is one of them too.

David nurses a drink, still breathing heavily. He's been crying. His head aches with this thought - maybe Iam insane. A man in a classy suit walks towards him, inviting himself to sit at the table. His bedside manner is impeccable. His smile offers infinite compassion. He was the man staring at him in this same restaurant. He is EDMUND VENTURA.

Silence. David stares at the man.

David turns to him.

David listens, as he looks at the spirited Saturday night crowd, lost in their revelry.

David shakes his head, exhausted and in no mood. He shuts his eyes, fights off a headache.

Silence. David opens his eyes. They're all staring at him. Casually waiting for orders.

David looks at him with horror, backing away. Receding in his vision:

McCabe is taut, following the thread. His voice calming.

RACING THOUGHTS

A woman walks down the hallway, looking back. Flash of papers signed.

McCabe's voice becomes infinitely calm and helpful.

David shudders. It's coming.

McCabe stands tall, stunned and curious, still pressing to pull the nightmare out of him.

The clown figurine on her stove-top falls over as we hear the front door kicked in. David enters, slamming the door behind him. He looks around what was once the site of such happiness. The same details he'd glimpsed long ago are now horrifying to him. He looks at a photo on the refrigerator. The same note: Call Dad! The exact expression, exact photograph he'd seen on his earlier visit. Now it is Julie who is in her place.

He opens her drawer. Just some papers. And then •..the drawing he'd once done of her. Now featuring Julie. He rips up the drawing, and proceeds to destroy the apartment until he stops, collecting himself. Takes a breath and •••

Smash. A lamp is broken over his head. Julie Gianni bends down to help him. A shard of the lamp-base is still in her hand. Julie's whole demeanor is that of a different girl. Even her voice is softer, almost exactly the knock-around sweetness of Sofia.

Julie starts to cry. Battling tears, she offers her heart and soul.

She exits. He struggles to rise. His head is a swirling mess. And then:

ON KITCHEN DOORWAY

Sofia slowly returns with towel. Her image still blurry. David advances, and faints into her arms.

He accepts it, all of it, whatever it is, just to hold her. They kiss, gently, then more powerfully.

They make love, emotionally and deeply. Two bodies yearning to possess the other. Camera moves across their bodies, as David wipes frame to black, as the move continues onto her back.

Sofia doesn't answer, doesn't want to lose the moment.

David keeps his face buried in her shoulder. He doesn't want to look. The passion gives way to a mounting dread, as he hears a voice almost like Sofia's.

He continues moving passionately, harder now. Julie responds to the overwhelming surge within David. She gives over to the waves of dark pleasure, ridinghim like a rocket from hell. Harder now. Grabbing her hands and pulling them high above her head, clamping down with his own.

Julie Gianni cries a deep, guttural sound of passion. This is what someone sounds like when they're not faking it. And then ••• slam•.. a pillow comesdown over her face.

Julie begins to react to what is clearly no longer an advanced lovemaking session.

She grabs at the pillow.

David reaches orgasm, sobbing, recklessly out of control. Julie's body stops kicking and settles into silence. He loosens the pillow, and is rewarded with one last violent attempt at life. Her hand smacks his neck. He's so taut it bounces off. She grabs at his face one last time, her hand is left with enough power only to caress his face. She goes limp. Silence. David's crying turns to a whimper. He looks at the pillow over Julie's head. He's confused, a puddle of jagged adrenaline. He doesn't want to remove the pillow for fear of who could be underneath. He rises up, his elbow across her lifeless chest. With true horror, he knows he has to move hishand, but his hand will reveal who he's just killed.

ON HER TORSO

as his arm moves inexorably away from her chest. Quarter- inch by quarter-inch he inches it downward, across the top of her breasts ••• dreading the inevitable, not seeing it, and then ••• there it is. The mole between her breasts.

David exits hurriedly, past some tenants, down the stairs. He looks up at his own reflection in the hallway mirror.

He looks horribly disfigured. We hear the sound of breathing, encased in a mask.

McCabe sits across from David. McCabe looks away, haunted by the admission of guilt.

David shakes his head.

David looks at him oddly. Suddenly, the archetype seems very familiar. McCabe continues with the noble concern of a towering father figure.

MCCABE

But.I needed more. I needed an answer. I .••I even thought. there was more than a good chance someone was playing tricks on you. Maybe it was the board. But I can't exceed my duties here. I'm just a psychologist, and I have to leave you.

He exits. David sits at the table as McCabe and Aaron exit. He hears Aaron's television; it's the Life Extension Infomercial.

Through the glass of the psychiatric unit, we see McCabe and Aaron exit. Only Aaron's television, sit.ting on a stool, remains. Push in on the television, which is playing the L.E. Infomercial.

Push in on the reverse. It's David at the window as he realizes the true meaning of "Ellie" --L.E. He bangs on the glass, at first slow, then faster, yelling for McCabe. The L.E. Infomercial and Benny the Dog are reflected on the window.

McCabe hustles down the hallway with David. McCabe stands tall, moving forward, like Atticus Finch with Torn Robinson.

McCabe watches David closely. Aaron the Guard turns to look at David behind the glass partition that separates them. David looks out the window at the world he's missed.

The police vehicle pulls up in front of a crowded business plaza. McCabe exits with David. Always watching his every move, his every revelation. David looks upward at the towering skyscraper in the center of the plaza, rising high into the sky.

A Building Guard guides them through the lobby. McCabe trained on David. A look between the two. A Building Guard intercepts them.

McCabe strides purposefully past the Building Guard. Aaron shows the pass, and hustles to keep up.

DAY

The elevator door opens to reveal a very pleasant and peaceful environment. Comfortable lounging chairs. On the reception station is written - L.E. and underneath it the words: Life Extension Corporation. Two more Guards meet

them. McCabe watches David, as Aaron releases him from the handcuffs. The group moves together. Senses are overwhelming David, as they approach the reception station.

A stunning young woman rises and moves to greet them.

Libby stares at David's masked face. It's slightly unsettling to her.

She-offers them two bound folders featuring the logo - L.E. -and guides them down the hallway, looking back with great style, beckoning, just as in David's dream recollections.

ON HALLWAY WALLS

Containing monitors with video-taped "tour guides." Talking heads expressing the convictions of Life Extension. Compassionate, expressive people. The bits of their testimonials echo phrases from David's own life.

PATIENT #1 ••• and I'm nota "true believer" by nature. But the older you get, the more you see the flow of the future, and I made a choice ...

PATIENT #2 ••• why not embrace the future? I Believe the research - the future is in the union of the spiritual .•.and the scientific ••.

Annoyed at everything around him, McCabe pulls David onward.

Aames and McCabe sit and wait in a warm wood-paneled office, proposals in hand. A glimpse shows words like Re- Evolve and Re-Experience, peppered with colorful photos of simple, life-affirming portraits of everyday life. It's well-appointed and well-marketed organization.

McCabe regards David as the victim of a lunatic's scam. Injustice fuels McCabe.

Account Liaison REBECCA DEARBORN enters with paperwork. She is an electric presence. Efficient, caring and oddly compassionate.

The DNA codes of the human body have been broken. Soon, heart ailments, cancer and so much more, will be a thing of the past. Very simply, your anguish •..your discontent .•.even your death is no longer necessary in a traditional sense. Whatever malady that hides behind that mask .•. istemporary.

She looks directly at David, and it stirs him. McCabe studies her, and the operation. He thirsts for clues. David flips through the folder - toward the back, a panel of photos of storage tanks. Lavishly and warmly photographed, just like next year's cars in a magazine.

David looks down at pamphlet, looks up.

Dearborn spreads apart the paperwork on her desk to reveal a thin Video Monitor built into the glass table-top. Aames and McCabe peer into the table-top as Dearborn presses play.

INTERCUT

ON MONITOR - THE PRESENTATION

An appealing presentation begins -- Man's Life. A generic happy-looking Man with graphics floating out of his mouth: Re-Emerge •.•. Re-Store ••. Re-Invent ... a voice takes over for Dearborn. A wonderfully comforting tone is present in the narration. Like that of a parent.

VIDEO MONITOR - THE PRESENTATION

Push in on a door that opens to a panel of steel compartments. Music and atmosphere are seductive and compelling.

VIDEO MONITOR - THE PRESENTATION

Shot of Edmund Ventura holding a Life Extension folder in his arms • Graphic reads: 'l'ech Support.

MONITOR - THE PRESENTATION

The words: LIFE, PART TWO drift onto the screen, obscuring the phase marked: Death.

David sits, reeling from the revelation he may be living a Lucid Dream.

SIDE-ANGLE CU MCCABE

Sits forward. He turns to David with great strength, worried for him.

And what is any life, if not the pursuit of a dream? The dream of peace. The dream of achievement. The dream of hearing someone saying these words,when they truly mean them.

David is deeply moved as he listens. Somewhere, music begins to play. It is The Beach Boys' "Good Vibrations."

DAVID DEARBORN

This is a revolution of the This is a revolution of the mind. mind.

CLOSE FRONTAL SHOT OF DAVIDAAMES

David pulls of.fhis mask. He runs out.

David storms around the corner from Dearborn's office, yelling, raving.

Aaron grabs for him. David wrenches free.

David runs down the corridor and into the elevator, Aaron chasing after him.

The doors shut. Music rising.

David runs out of the elevator, into the empty lobby. Shot cranes up to revealhe is utterly alone, reminiscent of the much-earlier Times Square shot.

Music stops. We hear the ding of the elevator.

CLOSE ON DAVID

Who turns and approaches the elevator, exiting frame.

David enters the elevator to see Edmund Ventura, calmly waiting.

Ventura smiles.

David is collapsed on the ground. His mask clutched in his hand, passed out. Rhythmic score.

FADE OUT ON MASK

The mask has tumbled out of his hand.

FADE UP ON MASK

A moody day dawns. David's mask is just outside the reach of his outstretched hand.

ON DAVID PASSED OUT ON STREET

Sofia's hand reaches in, and awakens him. Everything is suddenly a little more vivid, a little more super-real.

They walk away, down the street, into a beautiful Vanilla Sky. Sofia slips her arm around his shoulder, as we've seen earlier.

a traditional sense. Your Lucid Dream is monitored by Life Extension, and a panel of experts who follow your every thought. Even at this moment.

The scene continues as David Aames rides the elevator. The compartment now rises above the first seven floors to reveal they are traveling upwards in an exterior elevator. Other skyscrapers pass by outside the window.

VEN'rURA Forgive me. I'm blowing your mind.

David looks down with dread.

ON SOFIA AND DAVID - FLASHBACK

walking down the center of the Village Street.

A FLASH OF FAMILIAR IMAGES

from the life and psyche of his youth. Mirrored in David's life in moments we've already seen.

ON BOB DYLAN AND SUZE ROTOLO

The cover of "Freewheelin' Bob Dylan." Same pose. Same street.

ON TO KILL A MOCKINGBIRD - MOVIE CLIP

Atticus Finch sits at the breakfast table with his kids.

ON CURTIS MCCABE AND DAVID AAMES IN UNIT - FLASHBACK

The exact pose as McCabe and David talk in one of their prison conversations.

ON SOFIA LAUGHING AT TABLE OF FLORENTINE'S - FLASHBACK

Her head held high, laughing.

ON JEANNE MOREAU - MOVIE CLIP

laughing in the same way, a moment from "Jules et Jim."

The compartment hurtles upwards, rising higher than the surrounding buildings.

Ventura nods wistfully. He fell in love with her a little, too.

ON DAVID- SLIGHTPUSH

trying to remember, feeling the flashes of truth in brief moments. And then a bracing, challenging realization that somethingwent wrong.

HIGH ANGLE SHOTOF DAVID

almost nauseous

Match push in on David rising to his feet. His disfigured face thunders with a massive migraine. The exact shot we once saw as David and Sofia walked away together. This time, David is alone.

ON DAVID - IN ELEVATOR

He can't remember any of this. And then •••

friend, the one whose job you saved, who wrenched the company back in your control.

David exits the company elevator and returns to Aames Publications. Tipp is out in front of the employees and staffers who welcome him back.

David sits in front of the computer in bad physical shape.

Aames takes pills, collapses. Music plays.

PUSH INTO CLOSE UP ON DAVID IN ELEVATOR

It comes back to him, powerfully.

ON DAVID IN BODY BAG - FLASHBACK

It's zipped up.

ON CRYONIC TANK -·FLASHBACK

The plastic-wrapped body of David Aames is slipped into a tube, which is clamped shut. A Christmas tree in the background, as music continues.

Friends and family clog the old apartment. Shelby looks out into the hallway and sees an old acquaintance.

Sofia ventures into David's apartment alone, taking in the environment and remembering the best moments of her brief encounter with David.

She moves into close-up, and we see the wonder and the joy of a perfect love, nearly attained. She soaks in the beautiful, painful mystery of life.

FLASHBACK - DAY

David contemplates getting into the car with Julianna. He makes the choice that will change this, and his next life.

Sofia exits the shot and we're left with an empty frame.

ON DAVID - INELEVATOR

David turns from looking out the window of the elevator.

David and Ventura exit the elevator onto the rooftop.

McCabe comes flying out of the door.

MCU DAVID

Who turns from McCabe to Ventura.

Ventura leads David away.

with Sofia, or whomever you wish •••or you can choose the world out there.

Ventura gestures to the city beyond, as they come to a halt.

CLOSE ON DAVID

CLOSE ON VENTURA

The client is starting to understand.

Ventura gestures into the camera. He begins walking backwards to the roof's ledge.

David sees that Brian Shelby has now joined McCabe on the roof. He nods to Brian, who nods back.

Ventura glances over the edge.

David looks at McCabe with compassion.

CLOSE ON DAVID

who looks on with compassion.

McCabe fights for himself.

CLOSE ON DAVID

who feels for McCabe as the apparition crumbles.

David regards McCabe. Once dynamic, McCabe now seems unsure of his own existence. Slowly, always looking at David, he settles into the truth of his very being. With great nobility, McCabe shoves his hands into his pockets and faces his own destiny •.•or lack thereof.

CLOSE PUSH IN ON DAVID AAMES

His moment of realization.

Music rises as he turns to see Sofia. He moves to her. She touches his cheek. His face is restored. They embrace.

She looks at him, beguiling and understanding.

She kisses him.

She regards her lost love, taking him in. David treasures his last moments with her. /

David takes a breath and begins backing to the ledge.

David backs up and begins to run. He arrives at the edge, looking down at the distance to the ground, stopping himself at the precipice.

He looks back to Sofia one last time, and then leaps out into the celestial future. For a fraction of a moment, he is suspended in mid-air. And he hurtles to the ground. And the ground hurtles to meet him.

SERIES OF IMAGES

It is the little things, the random poetic instances of David Aames' life that come back to him. Music rises as he realizes, finally, his own true poetry and humanity. The images topple onto each other with the rhythm of his heartbeat. Father. Mother. A casual glance of a stranger. All combine to give his life meaning. And then, finally,we see the face of the one person who gave him purpose in this life ...and the next. Sofia.

TO WHITE:

The sound of a breath. A gulp of life. Someone's heart is beating.

An eye opens and the pupil darts to the right and left. Life again.