PLEASANTVILLE

                         BETTY
               She's crying.

                         MR. JOHNSON
               No she's not.

                         BETTY
               Yes she is.

     He looks up at her ...

     REVERSE ANGLE.

     A single tear is running down Betty's cheek. She senses it
     and reaches up to wipe it quickly away, but instead of just
     wiping the tear, she takes off a huge swath of GRAY MAKE-UP.
     A long strip of PINK FLESH is revealed underneath.

     ANGLE. MR. JOHNSON.

     He stares up at her in amazement.

     ANGLE. BETTY.

     She senses something and glances down at her hand. Her
     fingertips are covered in GRAY MAKE-UP. Betty turns and bolts
     for the door.

     WIDER.

                         MR. JOHNSON
                    (following her)
               Wait ...

                         BETTY
               I've got to go ...

                         MR. JOHNSON
               It's alright.

     He stops her near the door and she turns her face toward the
     wall. Mr. Johnson touches her shoulder.

                         MR. JOHNSON (CONT)
               It's alright. Let me see.

                         BETTY
                    (shame)
               No ...

     He reaches up and gently touches her chin. Mr. Johnson moves
     around to glimpse the other side of her cheek.

                         MR. JOHNSON
               It's beautiful.

     CLOSER ...

     She freezes like that for a moment, then slowly, haltingly,
     turns toward him. THE COLOR of her real flesh is revealed
     underneath. Betty stands there exposed.

                         MR. JOHNSON
                    (a whisper)
               ... It's beautiful.

     She swallows, not sure what to do. Betty glances down.

                         MR. JOHNSON (CONT)
               You shouldn't cover that up.

     Mr. Johnson reaches over to the little napkin dispenser on
     the counter and pulls one out. He leans forward and dabs at
     the tears beneath Betty's eyes. Then slowly, gently, he
     starts to wipe the makeup off her cheek.

     CLOSER STILL ...

     She recoils a bit, tensing up, then just looks at him. Mr.
     Johnson is gazing at her "true color" with wonder and
     acceptance. She hesitates for an instant, then seems to make
     a decision. Betty slowly turns her face to the side, exposing
     her flesh all the way down to the neck. Mr. Johnson continues
     to wipe off the make up in larger and larger strokes as the
     beautiful pink flesh begins to emerge ...

                                                       CUT TO:
     INT. JENNIFER'S (MARY SUE'S) ROOM. NIGHT.

     She lies on her bed, reading the same book she was browsing
     earlier. Jennifer seems strangely engrossed as she flips the
     pages, lying on her stomach, scouring every word. After a
     moment or two she gets restless and shifts position, lifting
     the book. The cover is plainly visible: "LADY CHATTERLY'S
     LOVER."

     CLOSER.

     She doesn't have enough light so Jennifer rises from the bed
     and crosses to "her" desk. She sits in the chair and flattens
     the book in front of her. Jennifer is deep into the plot and
     doesn't even look up as she flicks on the desk lamp. She
     could almost be studying algebra as she sits upright at the
     little desk.

     DIFFERENT ANGLE.

     She flips the page and peers more intently. Her hair is
     bothering her so she pulls it back and knots it in a pony
     tail. After a little while her eyes begin to get more tired
     and she looks up and blinks a couple of times. Jennifer
     notices something across the desk.

     REVERSE ANGLE.

     A pair of Mary Sue's glasses are neatly folded in front of
     her. Jennifer reaches out, puts them on her head, glances
     back down at the print.

                         JENNIFER
                    (impressed)
               Hunh.

     She can see much clearer now. Jennifer folds her hands in
     front of her and doesn't even realize that she has mimicked
     the PHOTOGRAPH OF MARY SUE THAT SITS BESIDE HER IN A SILVER
     FRAME. The face is the same, but that's to be expected. So is
     the pony tail, the glasses, the posture and the studious look
     on her face. Jennifer turns the page engrossed in her novel
     when there is a loud TAP on the window.

     She rises from the desk and pulls back the curtain. Jennifer
     slides open the window.

     EXT. PARKER HOUSE.

     Biff stands on the front lawn tossing pebbles at the window.

                         BIFF
               Mary Sue--C'mon ...

                         JENNIFER
                    (leaning out the window)
               What are you doing?

                         BIFF
                    (jiggling in anticipation)
               It's six-thirty ...

                         JENNIFER
               So.

                         BIFF
               We were gonna ... You know ...

     He jiggles some more.

                         JENNIFER
               Oh.
                    (remembering)
               I can't.

                         BIFF
               Why not?

     She glances down at her book.

                         JENNIFER
               I'm busy.

                         BIFF
                    (surprised)
               With what?

     INT. JENNIFER'S ROOM.

     She hesitates for a second then glances back at the desk. Her
     own image in the silver frame stares back at her. The hair is
     pulled back in a pony tail. The glasses sit on the front of
     her nose.

                         JENNIFER
                    (turning to Biff)
               I'm studying.

     She thinks about it for a moment, then suddenly smiles. Biff
     stands dumbfounded on the sidewalk as Jennifer reaches up and
     quietly closes the window ...

                                                       CUT TO:

     EXT. LOVER'S LANE. NIGHT.

     David and Margaret sit on the edge of the grass, looking out
     across the water. Even in the moonlight, the COLORS are
     vivid. David still clutches the gardenia in his hand, taking
     a long hit like an Opium addict.

                         DAVID
                    (inhaling)
               Mmmmgh.

                         MARGARET
               Do they have those ... Where you come
               from?

                         DAVID
               Yeah ... I guess.
                    (beat)
               I don't know.

                         MARGARET
               You don't know?

     Margaret laughs like that isn't even possible. She shifts on
     the grass hiking her skirt up above the knee. It reveals a
     long tan leg beneath it. David watches as she kicks off her
     shoes, rubbing her feet through the long cool grass.

                         MARGARET (CONT)
               So what's it like?

                         DAVID
               What?

                         MARGARET
                    (a whisper)
               Out there.

     She clings onto the words like they could transport her by
     themselves. David thinks for a moment.

                         DAVID
               Oh. don't know ... It's different.

     She leans forward.

                         MARGARET
               How?

                         DAVID
               Well it's louder ... And scarier I
               guess ... And ... and a lot more
               dangerous ...

                         MARGARET
               Sounds fantastic. You know some kids
               came up here the other night to go
               swimming--took off all their clothes.

     She giggles. David looks at her in amazement.

                         MARGARET (CONT)
               Do they have an Ocean? I've heard
               about the ocean.

                         DAVID
               Yeah.

                         MARGARET
               What's that like?

                         DAVID
               Well it's big. And it's blue ...
                    (as if realizing it for the first time)
               ... It's really really blue.

                         MARGARET
               Mmmm.
                    (beat)
               Boy. It's hot up here.

     Suddenly and without warning Margaret unbuttons her cardigan
     sweater. She slips it off, arching her back like the
     figurehead of a ship and David just stares at her breasts.
     She wears a light cotton blouse and even in the moonlight it
     forms a translucent silhouette ... She lays the sweater
     across the grass and leans back on it.

                         MARGARET (CONT)
               You want some berries?

                         DAVID
               Hunh?

     She unfolds a handkerchief revealing a handful of berries in
     REDS AND BLUES AND PURPLES.

                         MARGARET
               I picked them myself. They grow wild
               up here.
                    (eating one)
               Mmm. So sweet.

                         DAVID
                    (looking at them)
               They just grow like that?

                         MARGARET
                    (looking straight up)
               Oh yeah. There's a lot of stuff.
               Currants and strawberries ... Here.
               I'll show you.

     She hops up and scampers across the grassy bank, kicking her
     heels behind her. Margaret reaches a tree in the distance and
     reaches toward an upper limb, stretching out her body like a
     piece of statuary. She picks a piece of fruit and scampers
     back toward him, hiking up her skirt as she goes ...

                         MARGARET (CONT)
               Here.

     CLOSER.

     Margaret sticks out her hand, offering him a BRIGHT RED
     APPLE. It's brilliant and shiny and glistens in the
     moonlight.

     ANGLE. DAVID.

     He hesitates just looking at it. Margaret speaks in a
     whisper.

                         MARGARET
               Go on. Try it.

     HIS POV.

     She is lying on her stomach now, and behind the outstretched
     apple he can see an ample view of her cleavage. Margaret is
     smiling at him as the apple shines in the foreground. David
     reaches out and takes it.

     WIDER. DAVID AND MARGARET.

     For this instant, they seem alone in the garden. He looks
     down at it, then glances over at Margaret. David hesitates
     for a split second then takes a bite of the apple ...

                                                       CUT TO:

     EXT. ELM STREET. NIGHT.

     George heads home with his briefcase in hand whistling a
     happy tune. He smiles at Mr. Simpson and swings the attache
     case as he turns and heads up his front walk.

     INT. FOYER.

     George opens the door and sets the briefcase by the stairs
     like he always does. He hangs his hat on the hatrack, his
     coat on the coatrack, and beams as he hollers his nightly
     greeting:

                         GEORGE
               Honey--I'm home.

     There is no response. He looks a little perplexed but smiles
     as he calls out again:

                         GEORGE (CONT)
               Honey--I'm home ...

     There is more silence. George looks around a little confused
     when there is a BOOMING CLAP OF THUNDER ...

                                                       CUT TO:

     INT. SODA SHOP. NIGHT.

     Betty sits in a comer of the shop, next to the gray bowl of
     fruit. She holds her head to the side, sitting gracefully
     with her chin in the air. Mr. Johnson sits behind his easel,
     painting her portrait from a few feet away. Betty looks
     radiant with no trace of the makeup, the warm PINK OF HER
     FLESH TONES lit softly by a bare forty watt bulb ...

     CLOSER.

     She looks over at Mr. Johnson when they hear the BOOMING CLAP
     OF THUNDER. Each of them freezes. There is ANOTHER, LOUDER
     BOOM ...

     ANGLE. WINDOW.

     The "Cubist Snowscene" lights up brightly, illuminated by the
     sudden flash of lightning behind it. Betty leaps up from the
     chair and crosses to the window looking out.

                         BETTY
                    (frightened)
               What is that?

                         MR. JOHNSON
               I don't know.

     Betty looks back at Mr. Johnson and suddenly sees the
     painting. She flinches for a second. Her eyes go wide.

     REVERSE ANGLE. INCLUDING THE PAINTING.

     It is Cubist (like the rest of his recent work) but that
     isn't the shocking part. Even though she sits in front of him
     fully clothed, Mr. Johnson has painted a beautiful, sensual
     nude. Betty just stares at the canvas, stunned to see herself
     revealed like that. The COLORS are all hot pinks and oranges
     and yellows--like some Fauvist celebration of summertime.
     There is another even LOUDER PEEL OF THUNDER.

     WIDER. BETTY AND MR. JOHNSON.

     She looks over at Mr. Johnson and he glances down. After a
     moment or two he looks back at her, but she doesn't turn to
     run. Betty just stares at him, then without even realizing
     it, moves slightly closer.

                                                       CUT TO:

     EXT. LOVER'S LANE. NIGHT.

     David and Margaret are locked in a deep passionate kiss. At
     first they don't separate when they hear the BOOMING CLAP OF
     THUNDER. It is only when they hear the SECOND ONE and the
     RAIN starts to fall, that Margaret pulls back and looks up in
     the sky.

                         MARGARET
               What is that?

     ANGLE. DAVID.

     He is still in an amorous daze and doesn't even feel the
     increasing rain. It starts to pound harder and Margaret looks
     to him in terror.

                         MARGARET
               What's going on?

                         DAVID
               Rain.

                         MARGARET
               Real rain?

                         DAVID
               Yeah ... You don't have rain either?

     She looks at him frightened. David smiles.

                         DAVID (CONT)
               Right. Of course you don't ...

     He puts his jacket around her and starts to lead her up the
     grassy slope. A dozen other couples go scurrying up the bank,
     looking in terror at the water falling from the sky.

                         MARGARET
               What do we do?

                         DAVID
                    (reaching the car)
               We'll just put up the top.

     He goes fishing around the boot of the car, looking for the
     catch to release it. David leans into the back seat fishing
     around as the rain starts to pound harder.

                         MARGARET
               What top?

     He looks back at her. No top either. David smiles, drenched
     in rain and puts his arm around Margaret who is starting to
     shiver.

                         DAVID
               It's fine. Come on.

     He leads her back to a thicket of bushes where several of the
     kids are clustered together. They look at one another,
     terrified, as they huddle for shelter beneath the ledge of an
     overhanging rock.

                         DAVID (CONT)
               It's alright. There's nothing to be
               afraid of.

     They look a little reassured and Margaret looks up at him
     positively adoringly. She clings to his shoulder as the storm
     howls a few feet away ...

                                                       CUT TO:

     INT. JENNIFER'S ROOM. NIGHT.

     She stands at the window looking out at the driving rain.
     Jennifer still holds the D.H. Lawrence book in her hand.
     There is a huge flash of lightning and another clap of
     thunder.

                         JENNIFER
               Cool ...

     She flops back down on the bed and continues to read ...

     PARKER LIVING ROOM.

     George wanders through the empty and darkened house
     completely perplexed and utterly disoriented. He looks around
     for his family, but all he can find are the darkened rooms
     and the sound of the driving storm.

                         GEORGE
                    (a little frightened/
                    a little petulant)
               Honey, I'm home ...

     He still can't find her and he crosses into the DINING ROOM.
     The lights are dark there as well and he looks around
     confused.

                         GEORGE (CONT)
                    (baffled)
               Where's my dinner?

     He sniffs a couple of times but there are no familiar cooking
     smells. George flings open the door to the kitchen but that's
     empty as well.

     KITCHEN.

     He crosses into the darkness ...

                         GEORGE
               Where's my dinner ...

     INT. FOYER.

     George comes reeling out of the kitchen into the foyer. He
     slams his shin on the coatrack but keeps on going ...

                         GEORGE
                    (insistent)
               Where's my DINNER ...

     EXT. HOUSE.

     It's really blowing now. The rain is coming down in heavy
     sheets, being swirled and driven by the wind. The front door
     opens and George wanders out onto the front porch, still
     dressed in his shirtsleeves.

                         GEORGE
               Where's my DINNER!

     ON GEORGE.

     He stumbles down the front walk in a state of complete
     confusion. The rain pounds against his body and within
     seconds his shirt is soaked through to the skin.

                         GEORGE
                    (over the storm)
               WHERE'S MY DINNER ...

     EXT. ELM STREET.

     A tree limb crashes to the ground but he keeps stumbling
     through the torrent. George reels down Elm Street screaming
     skyward in the distance.

                         GEORGE
               ... WHERE'S MY DINNER! WHERE'S MY
               DINNER!

     SERIES OF SHOTS. FOLLOWING GEORGE ...

     He turns on Main Street and goes reeling past the insurance
     agency where he works. George howls into the wind and he
     passes the hardware store, the gas station, the bakery ...
     Finally he pauses outside the barbershop. It's empty as well
     with the spinning barber pole being buffeted by the rain.
     George lowers his arms and just stares into the darkened
     shop. His voice grows quieter bewildered and shivering ...

                         GEORGE
                    (plaintively)
               Where's my dinner?

     He wraps his arms around himself and shivers on the sidewalk.

     INT. BOWLING ALLEY. NIGHT.

     The regular occupants of the barber shop spread out across
     three lanes. Each wears a Pleasantville bowling shirt,
     sponsored by one of Big Bob's businesses.

     The NOISE from the crashing pins is deafening and there
     aren't any windows so the storm has gone unnoticed ...

     ANGLE. BIG BOB.

     He picks up a 7-10 split and claps his hands in delight. He
     starts to cross back to the scorer's table when he looks up
     and suddenly stops.

     REVERSE ANGLE. HIS POV.

     George is standing in the doorway to the bowling alley cold
     and shivering. His shirt is soaked through to the skin. His
     hair is drenched and dripping.

                         BOB
               What happened?

     He doesn't answer. George clutches his body and keeps
     shivering.

     WIDER.

     The men stop bowling and rush to George's side. He blinks a
     couple of times, still soaked to the bone.

                         BOB
               Are you alright?
                    (looking at him)
               What is it?

                         GEORGE
                    (faintly)
               Rain.

                         BOB
                    (beat)
               Real rain?

     George nods. Bob rushes to the glass door of the bowling
     alley and sees the driving storm. A huge fork of lightning
     lights up the sky.

                         BOB (CONT)
               Oh my God ...

     He turns back to George.

                         BOB (CONT)
               ... We had no idea. Burt was rolling
               a 250 and ...
                    (beat)
               Are you alright?

     George shivers and Bobs leads him over to one of the benches
     and guides him into the seat ...

                         BOB (CONT)
               What happened?

                         GEORGE
                    (still shivering)
               Well, I ... I came home like I always
               do, And I came in the front door. And
               I took off my coat. And I put down my
               briefcase and I said "Honey. I'm home."

     ANGLE. MEN.