PEARL HARBOR

                     DOOLITTLE
          There are some people who think the
          outside loop is reckless and
          irresponsible.

                     RAFE
          How could it be irresponsible, Sir, if
          you were the first man in the world to do
          it?

                     DOOLITTLE
          Don't get smart with me, son.

                     RAFE
          Never, Sir.  I just meant it's dangerous
          only for the kind of pilot who wants to
          show off, rather than inspire the other
          pilots in his unit.  And all you've done
          for me, Sir, working out the transfer, I
          did it to say thanks.  To honor you, Sir.
          What the French call a "homage."

                     DOOLITTLE
          That's bullshit, son.  But it's really
          good bullshit.

                     RAFE
          Thank you, Sir.

Doolittle stands, moves around his desk, and shakes Rafe's
hand.

                     DOOLITTLE
          Good luck over there McCawley.  I admire
          your decision.

                     RAFE
          Thank you, Sir.

INT.  NEW JERSEY AIRFIELD - BARRACKS - NIGHT

The pilots are getting slicked up for a night on the town.
Danny's at the mirrors with the others; he's putting on
cologne, and looks terrific in his uniform.

Anthony and Billy are combing their hair at the sinks.  Billy
declares to his image in the mirror --

                     BILLY
          You good-lookin' sumbitch...don't you
          EVER die!

                     ANTHONY
          That's your line for tonight, ya know.

                     BILLY
          What, good-lookin' sumbitch?

                     ANTHONY
          No, numbnuts, die.  You get your nurse
          alone, you look her in the eye, and say,
          "Baby, they're training me for war, and I
          don't know what'll happen.  But if I die
          tomorrow, I wanna know that we lived all
          we could tonight."  I've never known it
          to fail.

Red finishes brushing his teeth at the sink beside them.

                     RED
          He's n-never known it to work, either.

The guys head out laughing, running into Rafe coming in.

                     DANNY
          Doolittle didn't kill you?  Attaboy!

Rafe catches Danny's arm.

                     RAFE
          Danny, there's something I gotta tell
          you...

EXT.  NEW JERSEY BARRACKS - NIGHT

Rafe and Danny are walking on the parade ground; the other
guys are already on the bus that will take them into town.
Danny's upset by what Rafe just told him.

                     DANNY
          How could you do this?

                     RAFE
          The Colonel helped me work it out.

                     DANNY
          I don't mean how'd you do the paperwork,
          I mean how the hell did you do it without
          letting me in on it?

                     RAFE
          I'm sorry, Danny, but they're only
          accepting the best pilots.

                     DANNY
          Don't make this a joke, Rafe.  You're
          talking about war, and I know what war
          does to people.

                     RAFE
          Danny, you know how many times I saw you
          come to school with a black eye or a
          busted nose, and couldn't do a thing
          about it -- for you, or for your mother...
          or your father, with his lungs scorched
          out with mustard gas, and more left of
          his lungs than there was of his spirit?
          You've made your sacrifice, Danny.  It's
          time I made mine.

                     BILLY
               (from the bus)
          The nurses are waiting!

                     RAFE
          Let's go.

                     DANNY
          Nah, you go on.

                     RAFE
          I have to talk to Evelyn.  And I want you
          to meet her.

                     DANNY
          Some other time.  I don't feel like a
          party.

Danny walks away.  The bus driver's ready to leave, and Red
is honking the horn for Rafe to come.  Rafe reluctantly lets
Danny go, and heads for the bus, where the pilots are
chanting --

                     PILOTS VOICE
          Nurses!  Nurses!  Nurses!

INT.  A MOVING TRAIN - DAY

The trains of 1942 have their own beauty, with felt seats,
shaded lamps, and paneled compartments even in the economy
section.  But the glow of the train is outshone by EVELYN
STEWART.  She's one of ten young women, Army nurses, gathered
at one end of the car as it rattles along the track.

The other nurses are pretty and ripe -- maybe a bit too
ripe.  Their lips painted bright red, their faces powdered,
their spirits high.

Evelyn listens in amusement to BETTY, a cute blonde with
unmissable boobs, and BARBARA, a burnette equally endowed.

                     BETTY
          Do you have trouble with your boobs in
          the uniform?

                     BARBARA
          You mean hiding them?

                     BETTY
          Hide them?  On a date with pilots?  I'm
          talking about how you make them show!

SANDRA, another nurse, speaks up.

                     SANDRA
          Loan 'em to me, I'll make 'em show.

                     BETTY
          The boobs or the pilots?

The girls laugh and shove each others' knees; it's a party
wherever they go.  But Evelyn can't keep her mind on the
frivolity.  She looks out the window and her thoughts drift
away.

                     BARBARA
          We'll ask Evelyn.  Evelyn?  Evelyn!

                     BETTY
          Ooo, she's thinking of her date!  Come
          on, you've been dating a pilot.  We want
          to know what we can expect.

Suddenly all the girlish faces are looking at Evelyn.

                     EVELYN
          I've been dating one pilot.  And only for
          a few weeks.  But I know he's different
          from all the others.

Sandra throws up her arms and swoons onto her friends.

                     SANDRA
          True love!...

                     BETTY
          Morphine, give her morphine!

                     BARBARA
          Give her an enema.

                     EVELYN
          But I do have a warning for you.  There's
          one line you all need to know, and you're
          likely to hear it from any man in a
          uniform.  It goes like this:  "Honey,
          Baby... We never know what's gonna happen,
          and I may die tomorrow...so, let's live
          all we can tonight."

A silence among the nurses.

                     BARBARA
          I tell you.  Any one of those arrogant,
          leather-jacketed, slick-lookin' flyboys
          tries that line on me...he's gonna get
          anything he wants.

As the nurses laugh --

EXT.  NEW YORK TRAIN STATION - NIGHT

Our pilots -- indeed leather-jacketed and handsome -- are
waiting on the platform.  Among then is Rafe, holding
something behind his back, as the train pulls in and shudders
to a stop, clouds of steam jetting onto the platform and
giving the moment a dream-like haze.

INT./ EXT.  TRAIN - NEW YORK TRAIN STATION - NIGHT

The nurses start stepping out; both pilots and nurses pretend
surprise to see each.  At the door of the train, Evelyn
whispers to Betty --

                     EVELYN
          Stick with me, I'll find you somebody
          good.

Betty spot's Rafe.

                     BETTY
          I'll take that one.

                     EVELYN
          He's taken.  But come on, I'll introduce
          you.

They move to Rafe; he crosses the platform to meet them, his
eyes holding Evelyn.

                     RAFE
          Hello, Lieutenant.  Good to see you.

                     EVELYN
          You too, Lieutenant.

Betty clears her throat.

                     EVELYN
          Oh, this is Betty.

                     RAFE
          Nice to meet you, Betty.

He draws his hand from behind his back; he's holding two
roses.  He hands one to Evelyn and the second to Betty.

                     RAFE
          Danny would'a brought this.

He escorts them along the platform.

                     EVELYN
          Danny's not coming?

                     RAFE
          No, he...got some news today.  He'll be
          okay, he just didn't feel like coming
          tonight.

                     EVELYN
          I was hoping to meet him.

                     BETTY
          I was hoping to meet him.

                     RAFE
          We'll just have to find a substitute,
          won't we?

Betty stops, and faces Rafe.

                     BETTY
          I just want to tell you one thing.  If
          you're thinking this might be your last
          night on earth?... I'm prepared to make
          it meaningful.
               (leaning close)
          Very meaningful.

                     EVELYN
          At ease, Betty!

INT.  CITY NIGHT CLUB - NIGHT

It's a party in full swing; swing music, jitterbugging,
beautiful young men and women in high spirits.

Rafe and Evelyn are sitting at a big table with the other
pilots and nurses.  Anthony's paired up with Sandra, Billy
with Barbara, and Red, shyest of the group, finds himself
next to Betty.  Betty's already found a companion in Red
Strange.

                     RED
          He, I'm R-Red.  Red S-Strange.

                     BETTY
          Red...Strange?

                     RED
          You know the football player, Red G-
          Grange?  Well the guys called me R-Red,
          cause you know, I'm red...and they
          thought I was strange, so, you know, Red
          G-Grange, Red Str-Strange.

                     BETTY
          But...they called you Strange?  Because
          of Red Grange?  I don't get it.  Was Red
          Grange strange?

                     RED
          How would I know.

Beside her beer is an open ketchup bottle; he picks it up and
swigs from that.  Rafe and Evelyn see this, and try to keep
from laughing.

                     BETTY
          Do you always stutter?

                     RED
          Only when I'm n-n-n-

                     BETTY
          Nervous?

                     RED
          Yeah.  But if I have to get something
          out, I c-can always s-s-s-
               (he sings)
          SIIING!

She covers his hand with hers.

                     BETTY
          Don't be nervous.

Red looks at Betty with love in his eyes.  Under the table,
Rafe and Evelyn join hands too.

                     EVELYN
          There shipping us out.  Hawaii.  The
          Germans are overrunning Europe, and we're
          sent to paradise.  How about you?  Have
          you heard anything?

He hesitates; then Evelyn is distracted by the conversation
beside them, between Barbara and Billy.

                     BILLY
          You're a very special woman, and...well
          baby, they're training me for war, and we
          don't know what happens tomorrow.  So we
          gotta make tonight special.

Barbara shoots a look at Evelyn, before she answers.

                     BARBARA
          I hope you can back that up, flyboy.
          Cause you're not ever gonna forget
          tonight.

She takes him by the hand and pulls him to his feet... They
start dancing, sexy movements that won't stop till they've
been in bed.

Rafe pulls Evelyn to her feet, and leads her through the
dancers, outside.

EXT.  THE NIGHT CLUB - NIGHT

They find a quiet place on a balcony that overlooks the
river, and Manhattan beyond.  Evelyn takes in the view,
breathes in the air; she still holds the rose.

                     EVELYN
          Whatever you're trying to tell me isn't
          good, is it.  Or it wouldn't be so hard
          to say.

                     RAFE
          The only reason it's hard to say is that
          I keep thinking I don't have the right to
          say it.  But I've got to because it's
          true.  I love you.
               (beat)
          That must surprise you.

                     EVELYN
          It surprises me that I'm not the only one
          on this balcony who feels that way.

The power of hearing this from each other grips them both.

                     RAFE
          There's one thing I have to say.  I'm
          going away.

                     EVELYN
          We're all going away.

                     RAFE
          I'm going to the war.  The real war.
          Hitler's taken Europe.  The Brits are
          hanging on by their fingernails, and If
          they lose, there'll be more people killed
          than anybody can imagine.  And not just
          there, but here.

                     EVELYN
          But you're in the U.S. Army, how could
          you --

                     RAFE
          Colonel Doolittle pulled the strings, and
          put me on loan to the R.A.F.  They need
          pilots, and we need experience.  I leave
          tomorrow.

                     EVELYN
          You waited til tonight to tell me?

                     RAFE
          I had to tell you in person.  Because
          there's something else I need to say.

He studies her face, burning it into his memory.

                     RAFE
          Evelyn...you know the line -- let's make
          tonight memorable.  What I feel about you
          makes it impossible for me to say
          something like that.  If I don't come
          back, I don't want to saddle you with
          regret and sadness you'll carry the rest
          of your life.

                     EVELYN
          I don't know if you can choose that,
          Rafe.

                     RAFE
          Maybe not.  But I need you to know.  I
          love you.  And I will come back.  I'll
          find a way.  And then we'll get a chance
          to know if what I felt the first moment I
          saw you, and every minute since then, is
          real.

                     EVELYN
          Do one thing for me, before you go.

She takes his hand and leads him inside.

INT.  NIGHT CLUB - NIGHT

She leads him onto the dance floor, and they dance, among the
others, yet in a world apart from everyone else.  And then
they stop while all the others move around them, and kiss the
kind of kiss that lasts a lifetime.

EXT.  HOTEL - NIGHT

The nurses are entering the hotel.  Pilots are going in with
them.  But Rafe and Evelyn stop on the street.

A last kiss.  Their hands touch a final time, and then part.
She moves inside the lobby, and looks out the glass doors as
he walks away.

EXT.  TRAIN STATION - DAWN

Rafe and Danny stand on the platform.  Rafe's got his gear
packed in a bag slung over his shoulder.

                     CONDUCTOR'S VOICE
          All aboard!

Rafe glances once more toward the revolving doors from the
station that lead onto the platform.

                     DANNY
          Didn't you say you told her not to come?

                     RAFE
          Yeah.

                     DANNY
          Then why are you looking for her?

                     RAFE
          It's a test.  If I asked her to come and
          she came, it wouldn't tell me anything.
          If I tell her not to come, and she
          comes...then I know she loves me.

                     VOICE
          ALL ABOARD!

                     DANNY
          You're still a kid, ya know that?  Take
          care of yourself.

                     RAFE
          You too.