THE INSIDER

                         LOWELL
               I know.  I'm going to go there tonight...

                         WIGAND
               Did you have a good day?

                         DEBORAH
               Yes, I did.  I had a great day.

                         WIGAND
               Coffee, Lowell?

                         LOWELL
               Yeah.
                   (to kids)
               Want to play that game we were playing
               before?  You know, I think you got it up
               to five.  I was ahead of you.

     She goes over and holds his hand.  And as he holds her hand,
     seeing what his life has become, he looks up and his glance
     connects with Lowell...

     INT. THE KITCHEN, THE WIGANDS' HOUSE - NIGHT

     We see out the window a Security Guard, incongruous, walking
     by.  And we see Liane, finished with the dinner dishes,
     silently wiping off the sink.  There's a pall you could cut
     with a knife.  A moment, and Jeffrey comes in the kitchen
     door from the garden...  He stops to wash his hands in the
     sink.

                         LIANE
               Please don't wash your hands in the sink.

                         WIGAND
               Where should I wash them?

                         LIANE
               Use the bathroom.

                         WIGAND
               What's the difference...

                         LIANE
               That's for food.

     But he ignores her, washing his hands...  And she turns the
     water off.  He turns it back on.  He thinks, then turns it
     off.  Then she turns it on.

                         LIANE (cont'd)
               Leave it on!  Just leave it on, okay?!

     And she turns and leaves the room, coldly, all her anger
     repressed.  For Jeffrey, everything else and now this?  The
     running faucet.

     EXT. THE WIGANDS' HOUSE, LOUISVILLE - LATE NIGHT

     The house on the quiet suburban street.  A Security Guard,
     incongruous, a noticeable bulge where his shoulder holster
     is, sitting watch under the porch light on the small front
     porch in a metal porch chair.

     INT. THE BASEMENT, THE WIGANDS' HOUSE - LATE NIGHT

     And we see Jeffrey, unable to sleep, sitting at his desk,
     alone in the basement, listening to classical music.  He
     instinctively turns.  And he sees Liane, in her bathrobe, has
     come down to sit on the basement stairs.  He looks over at
     her.  And he thinks she's come down to make up.  And all she
     really wants him to do is say, "I need you..."  But he
     can't...  And like ships that pass in the night, nothing's
     said.  It's quiet.  She puts her hands protectively in her
     robe pockets.  And she starts to cry...

                         LIANE
               I don't think I can do this...  I want to
               stand by my husband...  I really do,
               Jeffrey.  But I don't think I can do this
               anymore.  I am so sorry...

                         WIGAND
               Can we talk about this when I get back?

                         LIANE
               Yes...Jeffrey.

     She goes back up the stairs.  And as Jeffrey sits in the
     basement, and the music plays.

     INT. THE LOUISVILLE AIRPORT - DAY

     We see Jeffrey and his Security Man.  He passes a small
     Filipino Woman in a nurse's uniform and a Man in clerical
     garb, who hands him a small American Flag, asking for
     donations.  And, now, he passes through the metal detector.
     He nods thanks and walks towards us, relaxing, looking behind
     every so often to see if anybody is following him.  As he
     passes Gate 3, he HEARS over his shoulder...

                         THE MAN
                   (friendly)
               Jeff...?

     Jeffrey turns and the Man throws a sheaf of SUBPOENAS at his
     chest...

                         THE MAN (CONT'D)
                   (nasty)
               You've been served.

     And he turns and walks off.  And as Jeffrey looks down at the
     subpoenas...

     INT. RICHARD SCRUGGS' KITCHEN - 7:00 A.M.

     Jeffrey is sitting with Scruggs and Motley in Scruggs'
     kitchen around a semi-circular counter.  Coffee and sweet
     rolls.  It's casual.  No one's dressed for court.  Scruggs
     has been looking through the sheaf of subpoenas.  About
     Motley, we sense power held in reserve.

                         RICHARD SCRUGGS
               Now, what this one is, is a temporary
               restraining order, a gag order, issued by
               a Kentucky court.

     Meanwhile, a movie-star handsome man in shirtsleeves and a
     tie, a coffee cup in his hand, enters and sits casually on
     the arm of a chair.

                         RICHARD SCRUGGS (CONT'D)
                   (introducing)
               Jeff Wigand, Michael Moore.

                         MICHAEL MOORE
               Good to meet you, Dr. Wigand.

                         RICHARD SCRUGGS
               Mike's our Attorney General down here.
                   (to Moore)
               I was just explaining to Jeff, they got a
               Kentucky court to issue a gag order to
               stop his deposition today.

                         MICHAEL MOORE
               Right.

                         RICHARD SCRUGGS
               Now, they tried to get the Mississippi
               Court to honor it, but the judge threw it
               out...
                   (to Jeffrey)
               However, for you, there is a more
               perilous effect to the Kentucky gag
               order...

                         MICHAEL MOORE
                   (after a beat)
               Dr. Wigand, you do understand what could
               happen, don't you?

                         WIGAND
               I'm not free to testify...here...?

                         MOTLEY
               That's right.  If you violate the
               Kentucky order, when you step foot back
               in Kentucky, they can find you in
               contempt and they can incarcerate you.
               And you ought to know that.

     And Jeffrey fairly turns white, it's never occurred to him he
     might go to jail...

                         WIGAND
               Jail?

                         RICHARD SCRUGGS
               Possibly, yes.  That is one of the
               possible consequences of your testifying
               here today.  That's right...

                         WIGAND
               How does one..."go...to...jail?"  What
               does my family do?  Go on welfare?  If my
               wife has to work?  Who's going to look
               after the kids?  Put food on the table?
               My children need me.  If I'm not
               teaching...there's no medical...no
               medical...even on co-pay, that's like...
               Tuition...

                         MICHAEL MOORE
               Dr. Wigand, listen, you may not be able
               to do this thing.  As I understand from
               Dick, you're our key witness.  And, I
               hope you don't withdraw.  I guess we'd
               all understand if you did...
                   (at watch)
               Guys, I've got to go.  I'm gonna be late
               for court.  I'll see y'all a little
               later.  Dr. Wigand, good luck.

     He leaves.  And Jeffrey's quiet, frightened.  Having shaken
     the departing Moore's hand, he now turns away from Scruggs
     and Motley, thinking about consequences.

                         RICHARD SCRUGGS
               I know what you're facing, Jeff.  And, I
               think I know how you're feeling...

     Jeffrey's skeptical anybody could know "how it is"...

                         RICHARD SCRUGGS (CONT'D)
                   (low, personal)
               In the Navy I flew A-6's off carriers...
               In combat, events have a duration of
               seconds, sometimes minutes...  But what
               you're going through goes on day in and
               day out.  Whether you're ready for it or
               not, week in, week out...  Month after
               month after month.  Whether you're up or
               whether you're down.  You're assaulted
               psychologically.  You're assaulted
               financially, which is its own special
               kind of violence.  Because it's directed
               at your kids...what school can you
               afford...  How will that affect their
               lives.  You're asking yourself:  Will that
               limit what they may become?  You feel
               your whole family's future's
               compromised...held hostage...
                   (after a beat)
               I do know how it is.

     EXT. RICHARD SCRUGGS' HOUSE, PASCAGOULA, MISSISSIPPI - DAY

     A white, traditional, Southern house, with a veranda and
     gables...a large front lawn with weeping willows.  And we see
     Lowell, hands in his pockets, not an insider or an outsider,
     waiting alone on the expansive lawn.  The front door opens.
     A Mississippi State Trooper, putting on his round brimmed hat
     comes out and crosses the driveway.  Then Jeffrey coming out
     with Motley.  Motley talks to him on the veranda for a moment
     and then heads towards his car.  Meanwhile, Jeffrey comes
     down over to Lowell on the lawn.

     And Jeffrey looks off, across the street from the house, at
     the Gulf.  And we see the street is blockaded by Mississippi
     State Police cars.  An armed camp.  Other men in suits,
     Lawyers and state officials, wait.  Ron Motley gets in his
     car and drives away.

                         LOWELL
               You attract a crowd.

                         WIGAND
                   (smiles, wry)
               Yeah, great.

                         LOWELL
               I heard about the Kentucky gag order...

                         WIGAND
               I don't know what to do.

     And they're quiet, a breeze of the Gulf ruffling their
     coats...  He looks out at the water, a cargo container ship
     passing by.  He watches its slow progress...

     And Jeffrey quietly starts to walk off across the lawn, hands
     in his pockets, shoulders bent, head down, thinking...  And
     Richard Scruggs comes out, tying his tie, to wait beside
     Lowell...

     EXT. COURTHOUSE, CANTY STREET, PASCAGOULA, MISSISSIPPI -
     DAY

     Motley's car parks, and he and an Assistant are approached by
     a flurry of media from the parking lot behind us, crossing
     Canty Street to intercept him.  And we SEE the lot is jammed
     with Mercedes-Benzes, Town Cars and limousines belonging to
     the 150-200 Big Tobacco, Wall Street lawyers.  Some hang out
     by their cars, killing time.  It's a tailgate party.  Beyond
     them are trucks and vans with satellite dishes supporting the
     media circus.  They're all here for Jeff's deposition.  The
     scale of it dwarfs the plebeian storefront with its sign
     "Temporary Jackson County Courthouse"...into which Motley
     enters...

     EXT. RICHARD SCRUGGS' HOUSE, PASCAGOULA, MISSISSIPPI - DAY

     Jeffrey contemplating.

     INT. COURTROOM, PASCAGOULA, MISSISSIPPI - DAY

     One TOBACCO LAWYER, an Edward Bennett-type while waiting is
     on his cell phone...

                         TOBACCO LAWYER
                   (into phone)
               Hold on a second...
                   (seeing Motley enter; to Jr.
                    Lawyer)
               Would you please ask Mr. Motley if he
               expects his witness to appear or not...?

     JR. LAWYER crosses to Motley.

     EXT. SCRUGGS' HOUSE, DOCK - DAY

     Jeffrey alone on the jetty, looking out to sea.  Trying to
     decide, trying to untangle identity and consequence.  A
     moment.  He turns, crossing to Lowell and Scruggs.  Then.
     it's the three men, standing on the lawn.  Time seems to
     slow...all of them aware it's a critical decision, personally
     and historically...

                         WIGAND
                   (severely conflicted)
               I can't seem to find...the criteria to
               decide.  It's too big a decision to make
               without being resolved...in my own mind.

     They're quiet.  Jeffrey, getting nowhere.  Lowell offers...

                         LOWELL
               Maybe things have changed...

     Long pause on Jeffrey as he contemplates his future.  And
     something just got resolved.  He asks Lowell, rhetorically...

                         WIGAND
               What's changed?

                         LOWELL
                   (unsure)
               You mean...since this morning?

                         WIGAND
               No.  I mean since whenever...

     Nothing's changed.  Wigand looks at them.  He found his own
     answer.

                         WIGAND (CONT'D)
               Fuck it.  Let's go to court.

     And Dick Scruggs and Lowell look at this normal, somewhat
     flawed, very courageous man...

                         RICHARD SCRUGGS
                   (to unseen staff)
               Dr. Wigand would like to leave now.

     And there's a sudden flurry of activity.  Jeffrey and Scruggs
     walk to a Mississippi State Police car.  Lowell gets into his
     car and drives away, separately.  Police, State Officials,
     run to their cars.  Cars starting, lights flashing, Wigand's
     car pulls into position.

     INT. SCRUGGS' CAR - JEFFREY - DAY

     in the back seat with Scruggs.  The driver's a State
     Policeman.  Jeffrey watches the small town of empty lots, old
     buildings, a 1930's Deco school pass by.  It's all
     heightened, especially vivid to his eyes somehow.  And he
     exhales heavily to calm himself, to focus...

     EXT. THE COURTHOUSE, PASCAGOULA, MISSISSIPPI - DAY

     Some of the Tobacco Lawyers, their jackets off, still hanging
     across Canty Street by their cars.  And now they see the
     police lights turning, coming around a corner, moving towards
     the courthouse.  The caravan stops.  First, Scruggs gets out.
     A moment, then Jeffrey appears.  And the Reporters pounce on
     Jeffrey, cameras flashing...Mississippi Police leading him
     through the crowd...  Moore appears at courtroom door
     (already there).  And as he's whisked away into the
     courtroom.

     INT. THE COURTROOM, PASCAGOULA, MISSISSIPPI - DAY

     The tobacco lawyers become dead quiet.  Cell phones are hung
     up.  Newspapers are put away.  Jackets are donned.  This is
     now very serious business.  Motley meets Jeffrey, all eyes on
     him.

                         MOTLEY
               Okay, Jeff, I'm going to sit you down at
               that table over there.  I'm going to
               start as fast as possible.  I don't want
               to give them a chance to get another
               restraining order, okay?  Let's go.

                         MICHAEL MOORE
               Good luck, Doc.

     Motley calmly motions Wigand to take a chair.  He settles in.

                         STENOGRAPHER
               Please stand.  Raise your right hand...
               Do you swear to tell the truth, the whole
               truth and nothing but the truth, so help
               you God?

                         WIGAND
               I do.

                         STENOGRAPHER
               You may be seated.

                         MOTLEY
               You understand, Dr. Wigand, you are under
               oath.  This is a sworn deposition.
               There's no judge.  It's not a trial.
                   (understatement of the century)
               Will you state your name for the record.