PLEASANTVILLE

                         DAVID
               ... What?

     He moves forward extending a book. The cover reads: "THE
     ADVENTURES OF HUCKELBERRY FINN." David opens the first page.
     There is printing inside.

                         BOY
                    (quoting)
               "It was big 'n brown 'n kept goin'
               an' goin' as far you could see."

                         DAVID
                    (turning to Jennifer)
               I thought the books were blank?

                         JENNIFER
               They were.

     He looks over at her.

                         JENNIFER (CONT)
                    (quickly)
               Okay look, this like--wasn't my fault.
               They asked me what it was about and I
               like didn't remember 'cause we had it
               back in tenth grade, But I told them
               what I DID remember, and the next
               thing I knew the pages had filled in.

                         DAVID
               The pages filled in?

                         JENNIFER
               But like only up to the part about
               the raft, because I didn't read any
               farther.

     CLOSER.

     David flips through the book and sure enough only the first
     chapter has print. The pages are blank after that.

                         2ND BOY
               Do you know how it ends?

                         DAVID
                    (hesitating)
               Well, yeah ... I do.

                         MARGARET
                    (breathless)
               So how does it end?

     She has moved closer and is gazing at him from a couple of
     feet away. It's silent in the soda shop.

                         DAVID
               Well--see ... they're both running
               away--Huck and the slave ... And ...
               They go up the river ... But--in
               trying to get free they sort of see
               that they're free already.

     David looks immediately down to the blank pages of the book
     that aren't blank anymore. Rows and rows of FRESH NEW TYPE
     materialize in front of him. He turns to the back of the
     book, that is complete with a COLOR illustration.

                         DAVID (CONT)
                    (quietly)
               Oh my God.

                         2ND BOY
               Wow!

                         3RD BOY
               Do you know this one?

     He shoves another book in front of David.

                         DAVID
               Hunh?
                    (looks down at the book)
               Oh yeah ... Well this is great.
                    (beat)
               See--Holden Caulfield is like this
               really lonely kid...

     EXT. PLEASANTVILLE PUBLIC LIBRARY. DAY.

     The CAMERA PANS down from the "PUBLIC LIBRARY' sign to find
     the front door. A long line of kids waiting to check out
     their books stretches onto the sidewalk ...

     EXTREME WIDE SHOT. LIBRARY. FROM ACROSS THE STREET.

     Several men from the barbershop lean against the wall next to
     the spinning barber pole. They watch the spectacle for a
     moment or two, as teenager after teenager exits with an
     armful of books.

                         GUS
               I don't know Phil. It's pretty strange.

                         PHIL
               I'll say it's strange. Gettin' stranger.

     Big Bob McGee nods and rubs his hands over his fresh haircut.

                         PHIL (CONT)
               I mean goin' up to that lake all the
               time is one thing, but now they're
               going to a library! I mean what's next?

                         BURT
               Oughtta be havin' an ice cream soda.
               That's where they oughtta be.

     WIDER STILL.

     From the shadows of the Town Hall, up the block, David
     watches the stream of kids emerge with their books. They
     cradle them in their hands like a piece of newfound
     treasure ...

     INT. PARKER LIVING ROOM. NIGHT.

     George sits on the edge of his Barka Lounger, across the
     coffee table from "Big" Bob McGee. Even sitting down the man
     is a looming presence. Besides owning the market, auto
     dealership, hardware store, and gas station, he also owns the
     insurance agency where George works. George sweats into his
     collar.

                         GEORGE
               Want some bridge mix?

                         BOB
               Oh, no thanks ...

                         GEORGE
               Betty's making some pineapple kabobs ...

                         BOB
               I'm fine--but thank you.

     George nods as Bob takes a belt of his Martini and leans
     forward.

                         BOB (CONT)
               George, you're probably wondering why
               I asked if I could come over today ...

     George shrugs--then nods--then shrugs ...

                         BOB (CONT)
               I'm sure you've noticed the same
               things we all have--certain "changes"
               going on in the town.
                    (beat)
               You know what I mean by "changes"?

                         GEORGE
               "Changes."

                         BOB
                    (nodding)
               "Changes."
                    (takes a belt of martini)
               And it's not just the fire or big
               stuff like that. It's little things.
                    (beat)
               Did you hear about Bill Miller?

                         GEORGE
                    (concerned)
               No. What?

                         BOB
               Wife wants him to get one of those
               new beds.

                         GEORGE
               One of those ... big beds?

     Bob nods.

                         GEORGE (CONT)
               Oh my gosh. What's he gonna to do?

                         BOB
               I really don't know.
                    (beat)
               Ben Miller's son just quit his job as a
               boxboy at the market.

                         GEORGE
               ... How?

                         BIG BOB
               Said he didn't want to do it anymore.
               Just took off his apron in the middle
               of an order. Mrs. Thompson had her
               groceries spread all over the counter
               ... Took 'em four hours to sort the
               whole thing out.

                         GEORGE
               Holy cow.

     Bob takes a belt of his drink ...

                         BIG BOB
               George, everyone likes you.

                         GEORGE
               Oh well ...

                         BOB
               No. They do. And it isn't just 'cause
               you're a great bowler ... They respect
               you ...

                         GEORGE
                    (heartfelt)
               Thank you very much.

                         BOB
               And it's important for them to see
               someone they respect, stand up for
               what's right. If you love a place,
               you can't sit around and watch this
               kind of thing happen to it.

                         GEORGE
               No. Of course not.

                         BOB
                    (big patriarchal smile)
               And that's why I want you to be on
               the Pleasantville Chamber of Commerce.

                         GEORGE
                    (stunned/
                    moved)
               Oh my Gosh. I hardly know what to say.

                         BOB
                    (smiling)
               Why don't you start by saying "yes,"
               and then getting me one of those swell
               pineapple kabobs.

                         GEORGE
               Oh sure ... You bet.
                    (calling out)
               Betty ...

     There is no answer.

                         GEORGE (CONT)
                    (louder this time)
               BETTY ...

     Still no answer.

                         GEORGE (CONT)
               BETTY--BOB WANTS TO TRY ONE OF YOUR
               GREAT HORS D'OEUVRES ...

     WIDER.

     George turns around to see David, standing on the landing,
     listening to the entire conversation. Their eyes lock for a
     moment ...

                         DAVID
               I'll get her.

     He moves quickly to the kitchen shutting the door behind him.

     INT. KITCHEN.

     David gets a couple of steps in and stops. He looks across
     the room to see:

     REVERSE ANGLE.

     Betty standing at the kitchen sink, just staring out the
     window. Her back is to him. She grips the formica kitchen
     counter.

                         DAVID
                    (approaching slowly)
               Are you okay?

     She doesn't answer. David moves up to her and rests a hand on
     her shoulder.

                         DAVID (CONT)
               Are you alright?

     Betty turns around to face him. HER FACE HAS TURNED
     COMPLETELY TO COLOR. THE EYES ARE GREEN. THE LIPS ARE RED.
     SHE HAS A NATURAL BLUSH IN HER CHEEKS. In fact the whole
     thing looks like a beautiful color portrait except for the
     tear stains on either side of her face.

                         BETTY
                    (fighting tears)
               What am I going to do?

     David moves closer and looks at her. Her lip is quivering.

                         DAVID
               It's okay. It's alright.

                         BETTY
                    (trembling)
               I can't go out there. How can I go out
               there?

     She looks right up at David.

                         BETTY (CONT)
                    (quieter)
               Look at me ...

     DIFFERENT ANGLE.

     He stares at her for a second. Big green eyes full of fear
     and confusion. David pushes a reassuring smile.

                         DAVID
               Have you got any make up?

                         BETTY
               In my handbag.

     He crosses to the counter and grabs her purse. David sits
     Betty on a kitchen chair and fishes inside the handbag for
     her compact. He finds it along with a wadded up Kleenex.

                         DAVID
               Okay--first we'll dry you out a little.

     He dabs at the tears, while she smiles at him in gratitude,
     Then David opens the compact and takes out the large GRAY
     powder puff.

     CLOSER.

     It is a truly amazing sight. As David smears on the makeup,
     she returns gradually to BLACK AND WHITE. The skin tones
     disappear. The flush of her cheeks goes. David takes out a
     DARK GRAY lipstick, obliterating the bright red of her lips.

     REVERSE ANGLE. OVER BETTY'S SHOULDER.

     He works on her for a second or two, then takes a step back.
     All at once, David seems to wince:

     REVERSE ANGLE. HIS POV. BETTY'S FACE.

     The life is gone from her face. In an instant Betty has gone
     from three dimensions to two. She stands in front of him, the
     fictional version of herself all over again.

                         BETTY
                    (off his reaction)
               What?

     David shakes his head and forces a smile. He hands her the
     compact so she can examine herself. Betty holds it up to her
     face, turning her head first right, then left.

                         BETTY (CONT)
                    (beat)
               Does it look okay?

                         DAVID
               Looks just like it did.

                         BETTY
               And they won't be able to tell?

                         DAVID
                    (even quieter)
               No ... They won't be able to tell.

     Betty takes a deep breath and fluffs her hair. She grabs the
     plate of Pineapple kabobs and heads for the door. Just before
     she goes in, she pauses, then plasters on a big wide
     "stewardess" smile ...

                         DAVID (CONT)
               Wait.

                         BETTY
                    (turning back)
               What?

     He wants to say something, but doesn't. David shakes his
     head.

                         DAVID
               It's fine.

     She smiles again and balances the tray in front of her.

                         BETTY
               Thank you.

                         DAVID
                    (sadly)
               Sure.

     He watches as she opens the door, and marches in the room,
     extending the little tray of hors d'oeuvres in front of
     her ...

                                                       CUT TO:

     INT. SODA SHOP. DAY.

     Mr. Johnson is all alone in the shop, setting up the napkin
     dispensers. He whistles BRUBECK'S "TAKE FIVE" when the screen
     door slams behind him. Mr. Johnson looks up with a start.

                         MR. JOHNSON
               Oh, hi.

                         DAVID
                    (entering)
               Hi.

                         MR. JOHNSON
               Aren't you a little early?

                         DAVID
                    (quietly)
               I brought you something ... From the
               library.

     CLOSER. FOLLOWING DAVID.

     He has a large book tucked under his arm that is easily three
     feet long. Mr. Johnson looks at him a little intrigued as
     David crosses to the counter.

                         DAVID
               It's an art book.

                         MR. JOHNSON
               Oh my Gosh, Bud ...

                         DAVID
               Open it.

     Mr. Johnson reaches out and opens the cover. After a beat,
     his eyes widen.

                         DAVID (CONT)
               I just thought since you liked
               painting it might help to ...

     Mr. Johnson gasps. It's quiet, and subtle, but it's still a
     gasp. David looks over at him but he's lost in the pages.

     HIS POV. (INSERT) ART BOOK ...

     Massacio's "Expulsion of Adam and Eve' leaps off the pages in
     vibrant, tortured color. The beauty of the garden is offset
     by their agony and their shame. HE TURNS THE PAGE ...

     Titian's "Venus to Utano". Soft, fleshy, in a rich golden
     light. She is utterly real and entirely nude. The folds of
     her flesh almost seem to glow ...

     Rembrandt's "Self Portrait." Dark reds, umbers, blacks and
     browns. He looks back at Mr. Johnson with pain and wisdom.
     There's a brilliant light on his hair.

                         MR. JOHNSON (OS)
               Mmmmgh ...

     Faintly, almost imperceptibly, the SOUND of a rich ARIA
     begins to UNDERSCORE THE IMAGES. It's so faint you can't be
     sure you even hear it at all ... like you're hearing it with
     your eyes.

     He TURNS THE PAGES faster. Breugal's "Harvesters" ... Tumees
     "Steam Train" ... Monet's "Cathedralo" ... Cezanne's
     "Oranges" ... Mr. Johnson shuts the book.

     WIDER. SODA SHOP.

     They sit like that for a beat.

                         MR. JOHNSON
               It's beautiful, Bud ...

     He looks up at David, troubled.

                         DAVID
               What's wrong?

                         MR. JOHNSON
               I'll never be able to do that.

                         DAVID
               Oh, well--you're just starting out.
               I mean, you can't do it ...

                         MR. JOHNSON
               No, that's not it.

     Mr. Johnson shuts the book gently.

                         MR. JOHNSON (CONT)
               Where am I going to see colors like
               that?

     ANGLE. DAVID.

     What can he say. David looks over at Mr. Johnson who just
     smiles and shrugs.

                         MR. JOHNSON
               Must be awfully lucky to see colors
               like that. I bet they don't even know
               how lucky they are.

     CLOSE UP. DAVID.

     He just stares for a second.

     EXT. MAIN STREET. LONG SHOT. DAY.

     Margaret walks up the center of Main Street toward the CAMERA
     with her books pressed against her chest. She passes the
     drugstore, then the hardware store ... Far off in the
     distance, a young man comes racing out of the soda shop,
     pulling off his little paper hat as he goes. He comes running
     up behind her as fast as he can.

     CLOSER.

     He takes a deep breath and tries to quiet the panting.

                         DAVID
               Hi.

                         MARGARET
                    (turning/
                    lighting up)
               Oh ... Hi.

                         DAVID
                    (pause)
               Look, I probably shouldn't be asking
               you this--not knowing you that well
               and all ...

     Margaret stops in the street and turns to him.

                         DAVID (CONT)
               It's just that my folks are gonna
               stay home and they said I could use
               their car.
                    (moment of truth/
                    abandoning his speech)
               ... You want to go out with me
               tonight?

     He wants to turn away but doesn't. David forces himself to
     stare at her and all of a sudden she beams. It's the whitest,
     pearliest smile in the world.

                         MARGARET
                    (breathless)
               Sure ... Where would we go?

                         DAVID
                    (swallows)
               ... Lover's Lane?

                                                       CUT TO:

     EXT. ELM STREET. DAY.

     David comes flying around the corner in complete jubilation.
     He vaults over a parking meter, swings around a lampost and
     leaps off the bumper of a parked car. David hi-fives into the
     air at no one in particular and sails over Mr. Simpson's
     hedge almost decking him in the process.

                         DAVID
                    (calling back)
               Sorry ...

     FOLLOWING DAVID.

     He races across the street bobbing and weaving like an All
     American fullback. David bounds up his front steps two at a
     time flinging open the door.

     INT. PARKER HOUSE. FOYER.

                         DAVID
               "Oh when the Saints ... Go Marching
               in ..."

     He lets the door slam behind him as he takes off his apron
     and tosses it on the coat rack. David starts up the stairs,
     when he HEARS a MAN'S VOICE coming from the living room.

                         MAN'S VOICE (OS)
               Bud ...

     He pauses a second and glances back.

                         MAN'S VOICE (CONT)
               David ...

     He peers into the living room. David goes a little grayer ...

     HIS POV. TELEVISION.

     Dick Van Dyke is looking back at him from the middle of the
     TV screen. He seems to have a bit of a stubble.