PLEASANTVILLE

                         DICK VAN DYKE
               Hello there.

                         DAVID
                    (wary)
               ... Hi.

                         DICK VAN DYKE
                    (stage whisper)
               Well c'mere, young fella.

     INT. LIVING ROOM.

     David crosses slowly over to the TV set.

                         DICK VAN DYKE
                    (big smile)
               You know I've been thinkin' ... I
               might have been a little "hasty"
               the other day when you asked to come
               home--just took me by such surprise,
               ya know--ha ha ...

     He gives a goony laugh. David just looks at him ...

                         DICK VAN DYKE (CONT)
               So even though I can't make any
               promises, well--I figured if you
               asked me real nice--I might just be
               willing to talk about it again.

                         DAVID
                    (quickly)
               I can't.

                         DICK VAN DYKE
               What?

                         DAVID
               Talk about it. Right now, I mean.
               I got to ... um ...

     The look turns suddenly dark and ominous.

                         DICK VAN DYKE
               Bud--I thought you wanted to come
               home.

                         DAVID
               Oh ... I do. Yeah. It's just that I
               told my "dad" I'd clean out the
               rain gutters and Mr. Johnson wanted
               me to ... to change the tape in the
               register ...

                         DICK VAN DYKE
                    (getting testy)
               I'll be honest with you Bud. I'm
               getting sorta concerned about what
               I'm seeing in some of these
               re-runs ...

                         DAVID
               Re-runs?

                         DICK VAN DYKE
               Like when Margaret Henderson makes
               her cookies for Whitey.
                    (losing it a little)
               ... Those aren't your cookies Bud.

                         DAVID
               Oh, I know they're not. But I mean--
               they're just "cookies" after all ...

                         DICK VAN DYKE
               Excuse me?

                         DAVID
               Well they're not just cookies. I
               mean, they're great cookies ...
               Look, I'd love to get into this
               whole thing but I'm really running
               late. Why don't we hook up tomorrow?

                         DICK VAN DYKE
               BUD.

                         DAVID
               Terrific. I'll talk to you then.

     He swttches off the TV sending Dick Van Dyke to electronic
     limbo. David stands in the middle of the living room,
     breathing hard ...

     INT. JENNIFER'S (MARY SUE'S) ROOM.

     She sits on the bed staring down at the front cover of a
     book. (It's an alien experience.) Jennifer is just about to
     open it when she senses something and glances toward the
     door.

     REVERSE ANGLE.

     Bud is standing in the doorway just staring at her. He seems
     to be out of breath.

                         JENNIFER
               What's wrong?

                         DAVID
               Nothing.

                         JENNIFER
               Nothing?

     He keeps breathing hard in the doorway. David holds the
     remote in his hand.

                         DAVID
               Listen ...

     He takes a couple of steps into the room and then suddenly
     stops.

                         DAVID (CONT)
               You're reading?

                         JENNIFER
                    (glancing at the book)
               Yeah. Can't believe you started such
               a dorky fad.

     She holds up the cover.

                         JENNIFER (CONT)
               D.H. Lawrence. You ever heard of him?

                         DAVID
                    (amazed)
               ... Yeah.

                         JENNIFER
               Seemed kinda sexy. Look. I read 35
               pages.

                         DAVID
                    (still stunned)
               That's great.

     He just stares at her for a second as his mind seems to
     drift ...

                         JENNIFER
               So what is it?

                         DAVID
               Well ... I just ...
                    (out of the blue)
               Can I ask you a question?

                         JENNIFER
               Sure.

                         DAVID
               Remember when you told me that Lisa
               Rosenberg liked me?

                         JENNIFER
               Yeah ...

                         DAVID
               Well--did she really like me or were
               you just making that up.

                         JENNIFER
               No. She really liked you.

                         DAVID
               You weren't playing a joke? She
               woulda gone out with me?

                         JENNIFER
               Gone out with you. She woulda like
               rearranged your tonsils.

                         DAVID
               Wow.

     He looks at her amazed--reliving the missed opportunity.

                         JENNIFER
               Can I ask you a question?

                         DAVID
               Yes.

                         JENNIFER
               How come I'm still in black and white?

                         DAVID
                    (back to earth)
               What?

                         JENNIFER
               Well I've had like ten times as
               much sex as these girls and I'm
               still like this. They have one hour
               in the back of a car and suddenly
               they're in technicolor.

                         DAVID
               Oh, I don't know. Maybe ...
                    (thinks)
               ... it's not just the sex ...

                         JENNIFER
                    (looking up quickly)
               What?

     She stares at him wide-eyed like someone who has just heard
     their name called. Jennifer's eyes dart around like she's
     calculating a math problem. After a moment or two, her
     expression changes: a vague look of recognition.

                         JENNIFER (CONT)
               No, it's not just the sex, is it?

     She glances down at her book. It's a big book. Jennifer takes
     a deep breath and stares at the gray skin of her hand. After
     a second or two, she looks back. David looks at her for a
     beat ...

                                                       CUT TO:

     EXT. MARGARET HENDERSON'S HOUSE. (MAPLE STREET) DAY.

     David gets out of his "dad's" convertible, carrying a dozen
     "gray" roses. He takes a deep breath and heads up her front
     walk ...

     INT. CAR. NIGHT. LATER ...

     David sits behind the wheel of the borrowed car with Margaret
     Henderson by his side. He concentrates hard on the road,
     holding the wheel at "10 and 2" as he steals a glance to his
     right.

     HIS POV. MARGARET.

     It's not quite evening yet, and late afternoon light makes
     her glow. Margaret smiles as she turns her face into the warm
     wind that swirls inside the convertible ...

     SHOT. DAVID.

     He studies her for a moment or two, then suddenly swerves to
     avoid a parked car on his right ...

     WIDER.

     They pass a sign with a happy family on it that reads:

     "NOW LEAVING PLEASANTVILLE"

     Main Street turns into a winding country road as they leave
     the town behind and head off into the woods. They wind
     through the dense woodland for a moment or two before a
     second sign appears, much like the first:

     "NOW ENTERING PLEASANTVILLE"

     DIFFERENT ANGLE. THROUGH THE WINDSHIELD.

     Sure enough, the town emerges in front of them again,
     completing the 4 dimensional circle. David looks confused.

                         MARGARET
               Um ... You gotta turn off Main Street.

                         DAVID
               Oh ... Right.

     He looks over at her and smiles. Margaret turns on the radio.

     EXT. CAR. DUSK.

     SAM COOKE sings for them as David turns from Main Street onto
     a smaller unmarked lane. The car starts to rise up a small
     hill, with Dogwood trees blooming on either side of the road.
     It continues to climb up the narrow gravel lane toward the
     crest in the hill. David looks over at Margaret who takes a
     deep breath shutting her eyes. He glances down at the seat
     between them ...

     HIS POV. CAR SEAT.

     THE ROSES THAT WERE GRAY HAVE SUDDENLY TURNED TO COLOR. They
     sit next to him on the seat: a deep, rich RED ...

     INT. CAR.

     David looks up and out the windshield. The same thing seems
     to be happening around them ... Many of the Dogwoods have
     started to turn PINK. Not all of them, but at least fifty
     percent of the petals have "bloomed" in some weird false
     spring. The road twists and turns on its way to the top, as
     they finally reach a crest in the hill.

                         DAVID
               Wow.

     THEIR POV. LOVERS LANE.

     There, sitting in front of them, is a whole world gone
     Technicolor: THE LAKE IS BLUER THAN BLUE. THE WEEPING WILLOW
     IS GREENER THAN GREEN. THE DOGWOOD PETALS (all "turned" now)
     SWIRL IN THE WIND LIKE SOME STRANGE PINK SNOWSTORM. A LONG
     LINE OF PASTEL CARS STRETCHES OUT ALONG THE SHORE.

                         SAM COOKE (VO)
                    (over the car radios)
               "Cupid, draw back your bow ..."

     SHOT. CAR.

     Slowly, David rolls the convertible forward. Many of the kids
     have left their cars and sit down along the grassy bank by
     the edge of the water. A few of them have books open. It
     almost looks "Athenian."

     INT. CAR.

     David looks at the whole scene for a moment then suddenly
     cocks his head to the side.

                         DAVID
               What's that smell?

     Margaret looks at him and smiles. She leans well out of the
     convertible, and plucks a Gardenia from a bush that is
     blooming beside the car.

                         MARGARET
               Aren't these great?

     David takes the flower, then puts it up to his nose. He takes
     a long deep breath then all at once, his posture seems to
     relax. As the fragrance enters his body his eyes drift like
     some strange narcotic is washing over him. David lowers the
     flower ...

     EXT. MAIN STREET. DUSK.

     Betty is walking down Main Street with a shopping bag on
     either hand. From a block away, she looks like any other
     homemaker in Pleasantville. You don't even notice the gray
     make-up.

     CLOSER. FOLLOWING BETTY.

     She nods to Mrs. Filmore in the bakery and smiles at Don in
     the Post Office. Betty is just about to turn on Elm Street
     when she glances up, and suddenly stops.

     HER POV. ACROSS THE STREET.

     There, in the middle of the block, sits Mr. Johnson's soda
     shop. The whole scene is still black and white, except for
     the large CUBIST PAINTING THAT FILLS MR. JOHNSON'S WINDOW. It
     is rendered in bright PINKS, YELLOWS AND ORANGES, and looks
     like a Braque or a Picasso except for the unusual subject
     matter. Upon closer examination you see that all the spheres
     and cones add up to an avante garde snow scene, with a Cubist
     Santa hovering over the roof tops.

     SHOT. BETTY.

     She stares at it, mesmerized for a moment, then starts to
     wander across the street. It's late afternoon and the
     business district is empty. Betty crosses in the middle of
     the block, staring straight ahead.

     INT. SODA SHOP.

     The door opens and she sticks her head inside. Most of the
     place is dark except for one streak of sunlight shining
     through the window near the back of the store. Betty glances
     around. The little bell JINGLES as she enters.

                         MR. JOHNSON (OS)
               We're closed right now ...

     DIFFERENT ANGLE.

     He sits in front of a small easel near the back, staring at a
     board which doubles as a canvas. Mr. Johnson glances over his
     shoulder and recognizes Betty in the doorway.

                         MR. JOHNSON
               Oh, hi ...

                         BETTY
                    (turning to leave)
               I'm sorry ...

                         MR. JOHNSON
               No, no ... Come on in.

     REVERSE ANGLE.

     He gets up from his stool and crosses toward the door, still
     holding the palette in his hand. Betty stares at the "Cubist
     Christmas" in the window.

                         BETTY
               I just thought ... It's beautiful.

                         MR. JOHNSON
               Thanks.

     Their eyes lock for a second. Sort of a clutzy silence. Mr.
     Johnson motions toward his easel.

                         MR. JOHNSON (CONT)
               I was just trying to do one of these
               "still lifes."

     He sighs and looks behind him. Next to the easel is a bowl of
     GRAY FRUIT.

                         MR. JOHNSON (CONT)
               Having kind of a tough time.

                         BETTY
               I think it looks nice.

                         MR. JOHNSON
               Well ...
                    (shrugs)
               Here's what it's s'posed to look like.

     He leads her over to the table and points down at the art
     book. It's open to a Cezanne that nearly burns off the page.

                         BETTY
               Oh my ...

     CLOSER.

     They are standing almost on top of each other gazing down at
     the book. Neither one of them moves. Betty almost disappears
     into the pictures--drawn by a strange new world.

                         MR. JOHNSON
               Here. Look at this.

     He turns to Kandinsky--a massive swirl of color. The image is
     nearly electric.

                         BETTY
                    (breathless)
               Where'd you get this?

                         MR. JOHNSON
               Bud brought it to me.

                         BETTY
               Bud?

                         MR. JOHNSON
               Here's my favorite.

     INSERT. BOOK.

     He turns the page near the back to one of Picasso's "Weeping
     Women." The woman is rendered in pink and red and green. Her
     head is a large sphere, laying "peacefully" on her own
     shoulder.

                         MR. JOHNSON
               What do you think?

     She doesn't answer ...

                         MR. JOHNSON (CONT)
               Isn't it great how she's resting like
               that?

                         BETTY
                    (faintly)
               She's crying.

     WIDER.

     Mr. Johnson looks down at the painting.

                         MR. JOHNSON
               What?