path: root/wk5/pset/speller/texts/lalaland.txt

                              LA LA LAND



                              Written by

                           Damien Chazelle






     FADE IN...

     A sun-blasted sky. We HEAR radios -- one piece of music after
     another...

     We're --

1    EXT. 101 FREEWAY - DAY

     Cars are at a standstill. It's a horrific traffic jam.

     Morning rush hour. Sun beating down, asphalt shimmering in the
     heat. The blown-out downtown L.A. skyline hovers in the
     distance.

     We DRIFT past more CARS. Hear one snippet of audio after
     another...

     One driver taps his steering wheel to PROG ROCK. Another
     sings to OPERA. A third raps along to a HIP-HOP track. We
     move from a RADIO INTERVIEW to a FRENCH BALLAD to TECHNO,
     until finally we begin to hear...

     ...a new, original piece of music... [ANOTHER DAY OF SUN]

     We settle on the CAR from which this new tune is playing.
     The driver is a YOUNG WOMAN. She hums along to the riff on
     her radio -- then starts SINGING.

     Then -- she EXITS her car. Then -- she starts MOVING down the
     lane.

     One by one, more DRIVERS join her -- SINGING and DANCING
     along. Without a single cut, we've found ourselves in a FULL-
     FLEDGED MUSICAL NUMBER...

     Drivers leap on car-tops, dance Jerome Robbins-style, making
     use of the road and the hot gleam of the automobiles. Arms
     swaying, feet banging, dancers darting, as the MUSIC blasts.
     We WEAVE and SWIRL and DART between and around the cars,
     taking the magic in...

     Finally -- all the drivers swing back into their vehicles --
     and the song comes to a dramatic stop.

     Flash title card:

                              WINTER

A1   We settle on a new car. A 1983 Dodge Riviera. In it is
     SEBASTIAN, 32, L.A. native. He's listening to the radio. He's
     playing a track on his music system -- a tape of Thelonious
     Monk's "Japanese Folk Song". But he keeps stopping it, over
     and over and over -- always rewinding to the same exact spot.
                              Revision                           2.


B1   OMIT

C1   We DRIFT from his car to one further up ahead. A light-green
     2005 Prius. Inside is MIA, 27, Nevada-raised. Six years of
     "no" in L.A. have toughened her, but she's still a dreamer.
     She seems to be on the phone, speaking into her car's system.
     Fast, fiery, full of energy --

                            MIA
               ...and I swear to God, she was wrecked.
               It was pure insanity.

     Mia stops. Thinks. Mutters to herself: "Insanity"... Then
     leans down and grabs a piece of paper from the passenger
     seat. It's a SCRIPT.

                            MIA (CONT'D)
                      (reading now)
               Pure lunacy. Oh God, I know...

     Just then -- the traffic around Mia starts to let up. She's
     too focused on her lines to notice.

     Then -- a long, sustained honk behind her: AHHHHHHHHHHHHHHHT.

     Mia comes to. Jerked back to reality. The honking car behind
     her swerves into the next lane. It's Sebastian. Mia gives him
     the finger. We then FOLLOW her as she drives...

2    OMIT

3    OMIT

4    INT. COFFEE SHOP - DAY

     Mia works, photos of Hollywood icons on the wall behind her, as --

                            CUSTOMER #1
               This doesn't taste like almond milk.

                            MIA
               Don't worry, it is. I know sometimes it --

                            CUSTOMER #1
               Can I see the carton?

     Mia hands it over. The Customer looks.

                            CUSTOMER #1 (CONT'D)
               I'll have a black coffee.

     Mia gets the coffee. Quickly sneaks a look at a script hidden
     underneath her counter. The same one we saw in her car...
                               Revision                          3.


    She hands the coffee to the Customer. We follow the Customer
    out through the door -- as a WOMAN walks into the shop. We
    don't see the Woman's face, but we see all the eyes in the
    shop turn immediately to her. We see one CUSTOMER whisper to
    another, discreetly pointing as the WOMAN passes by...

                           WOMAN
              Cappuccino, please.

    Mia nods. Gets it made. The Manager takes it from her.

                           MANAGER
              On us.

                           WOMAN
              No, I insist.

    She pays. Then smiles at Mia and drops a bill in the tip jar.
    Mia watches as the Woman walks off, is joined by a STUDIO
    EMPLOYEE on a golf cart outside -- we realize this coffee shop
    is on a STUDIO LOT -- and is driven away...

    Then -- Mia's phone rings. It reads: "MOM". Mia presses
    "IGNORE" and the time pops up on the phone's screen: 4:07.

                           MIA
              Shit.

    Removing her apron and hurrying out, turning back as --

                           MANAGER
              Where do you think you're going?

                           MIA
              It's -- five past...

                           MANAGER
              You'd better be here early tomorrow.

                           MIA
              Ok.

    -- then realizes she doesn't have her script, runs back to
    grab it, hurries on and then -- CRASHES into a table. Coffee
    and food spill all over her shirt, and all at once we're --

5   INT. AUDITION ROOM - DAY

    Mia's in a thick winter coat, covering her stained shirt. On
    her cell, loudly laughing while her adrenaline surges --

                           MIA (CONT'D)
              And I swear to God, she was wrecked. It
              was pure lunacy. Oh God, I know...
                                Revision                      4.


    Her nerves are practically visible. As she talks, we PULL
    BACK -- to see that she's auditioning for a CASTING DIRECTOR.

                           MIA (CONT'D)
              No, no, Turner's fine. So you -- are you
              waiting `til Denver to tell her...?
                     (as her smile contracts)
              Oh. I see...
                     (silence; she clenches her jaw...)
              No, you're right. I understand.
                     (...and a tear falls from her eye)
              Ok... I just... Oh...

    An ASSISTANT appears through the glass on the door behind
    Mia, waving to the Casting Director: Yoohoo. Can I come in?

                           MIA (CONT'D)
                     (crying now)
              No, I'm happy for you... I -- I just --

                            CASTING DIRECTOR
              One second.

    Mia stops. The Casting Director waves the Assistant in. The
    Assistant scurries in, shows her boss a post-it. Mia stands
    there, trying to hold onto the tears, hold onto the emotion, as
    the Casting Director reads the post-it and thinks.

                           CASTING DIRECTOR (CONT'D)
              ...I'll call her back. Tell her I'm almost
              done in here.

    The Assistant nods. Walks out. Mia waits, trying to maintain...

                           CASTING DIRECTOR (CONT'D)
              You know what? I think we're good. Thanks
              for coming in.

    Mia looks at her. A beat.

6   INT. LOBBY - DAY

    Mia exits. Nerves still on edge. Passes one beautiful redhead
    after the next -- all getting ready to cry.

    Enters the elevator with two other WOMEN -- tall, statuesque.
    Also redheads.

7   INT. MIA'S APARTMENT - EARLY EVENING

    Mia enters. Exhausted. Heads to her ROOM.
                             Revision                          5.


    Old movie posters hang on the walls, including a big Ingrid
    Bergman one over the bed. There's also a shelf filled with
    acting books -- Uta Hagen, Stella Adler. Various other
    trinkets: an old globe, an old blue-and-red suitcase. Mia
    takes off her shoe. A blister on her sole.

8   WE CUT TO: Mia in the BATHROOM. Just showered, wrapped in a
    towel. She hums to herself.

    The mirror is fogged up. She turns off the vent. The mist on
    the glass thickens. She dabs some of it away. Dims the
    lights. Looks...

    With the fog in place, her reflection looks like one of those
    soft-focus old Hollywood close-ups. She hums as she brushes
    her hair...

    Then -- the door SWINGS open -- and the spell is broken.

                           TRACY
              Holy Mother of God.

    Mia snaps out of it. Turns. Fog is enveloping TRACY, 27.

                           TRACY (CONT'D)
              Ever heard of a vent?

                           MIA
              I wanted to give you an entrance.

                           ALEXIS
                     (appearing in the hall, 26,
                      eating Cheetos)
              Mia! How'd it go?

                           MIA
              Eh...

                           ALEXIS
              Same here. Was Jen there? Or Rachel?

                           MIA
              I don't know who Jen and Rachel are.

                           ALEXIS
              They're the worst.

                           MIA
              I don't know if they were there.

    As Mia slips away --

                           ALEXIS
              I bet they were.
                               Revision                           6.


                            CAITLIN
                      (appearing, 27)
               Why is there a convention in the bathroom?

                            TRACY
               Two minutes, people! Mia you're coming,
               right?

     WE PAN TO find Mia poking her head out of her bedroom --

                            MIA
               Can't. Working.

                             TRACY (O.S.)
               What?
                      (we PAN BACK to Tracy)
               Did she say "working"?

A8   We follow Mia INSIDE her room. She closes the door. Takes a
     moment. You can tell in her eyes -- work or not, a night on
     the town is the last thing she wants to do now.

B8   WE CUT to the HALLWAY, to find Tracy POUNDING on Mia's door.

                             MIA
                       (opening up)
               Yes?

                            TRACY
               Look, I know things didn't go well today.
               There are four things in my inbox that
               you're perfect for and I will submit you.
               But right now -- you're coming.

C8   With that -- she barges in and beelines to Mia's closet --

                            TRACY (CONT'D)
               It'll be fun.

                            MIA
               It'll be a bunch of social climbers packed
               into one of those glass houses.

                            TRACY
               Exactly. Fun.

     She pulls out a blue dress. As Alexis hurries in --

            TRACY (CONT'D)                        MIA
     This looks familiar.             I was going to give it
                                      back!

     Alexis moves from Mia's perfume to the dress, lighting up as
     she grabs it --
                               Revision                           7.


                             ALEXIS
                Come on, Mia. When else do you get to
                see every Hollywood cliché crammed
                into a single home?

                             TRACY
                       (faux-offended)
                Lex! I'm disappointed in you. There's
                nothing to make fun of. This party will
                be humanity at its finest.

      Mia rolls her eyes -- and, with that --

      Tracy BREAKS INTO SONG. [SOMEONE IN THE CROWD]

      She play-acts the clichés this party will represent. Alexis
      and Caitlin join in, giddy and playful. Mia can't help but
      laugh. The roommates sing and dance, hoping to persuade Mia
      to join the night's revelry...

      Mia remains reluctant. Stays behind in her room as her
      roommates head out the door. But she's starting to wonder: A
      night at home, feeling sorry for herself -- or a night out
      with her friends...?

9     EXT. APARTMENT BUILDING / STREET - NIGHT

      We're outside now, and BACK with Tracy, Alexis and Caitlin,
      marching across the courtyard and toward the street. They
      sing, dance, half-assuming Mia is a no-go --

      -- until Mia APPEARS, blue-dress-clad. Her roommates look at
      her in surprise -- then delight. The energy swells and the
      four characters dance their way together down the street.
      They dive into a single CAR, and WE DISSOLVE TO...

10    OMIT.

A10   OMIT.

11    EXT. CITY - NIGHT

      An old-fashioned MONTAGE of a night on the town: neon signs
      and overflowing champagne glasses. Soon enough, we're at...

12    EXT. MODERN HILLTOP HOUSE - NIGHT

      Valet cars lined up. We FOLLOW Alexis, Tracy, Caitlin and Mia
      to the door...

13    INT./EXT. HILLTOP HOUSE - NIGHT

      ...and into a big-glass hilltop pad. We FOLLOW Mia as she
      takes in her surroundings.
                                 Revision                          8.


      A D.J. turning tables. A FAT OLD PRODUCER dancing with a
      TWENTY-SOMETHING. A trio of AGENTS glad-handing each other in
      rhythm by the bar. Yep -- every cliché is here...

      Mia tries talking to a pair of WOMEN -- who promptly ditch
      her.

      Seeing she's now alone, a YOUNG MAN swoops in to hit on her.

      She makes a hasty exit toward the bar -- but the line's
      obscenely long.

      She nears the BATHROOM door -- but a COUPLE stands in her way,
      making out.

      She slips in behind them...

A13   Inside the BATHROOM, Mia takes a moment. The joy of seconds
      ago is gone from her eyes now. She gazes into the mirror --

      -- and SINGS by herself.

      This verse, sung in private, belongs to a new style: less
      brash, and far more vulnerable...

      Once finished, Mia takes a breath, steels herself to once
      again face the world, opens the door -- and rejoins the
      crowd...

B13   We MOVE with her slowly now -- surrounded by the party, but
      everything set at a snail's pace, the crazed carousers moving
      in SLOW MOTION. It's the sadness underneath the revelry, the
      pain underneath the clichés...

      Gradually we RAMP UP. Follow Mia OUTSIDE, where we see the
      splash of blue-green that is the POOL -- and a flurry of FAKE
      SNOW falling from above...

      As we reach FULL-SPEED, a PARTY-GOER races to the edge, jumps --

      -- and we PLUNGE WITH HIM INTO THE POOL.

      This is the climax of the number. Everyone joins in,
      circling the pool -- a swath of color against the black sky.
      Everyone dances, everyone sings -- and the song concludes
      with a blast of fireworks.

C13   OMIT

A14   EXT. STREET - NIGHT

      Close on a sign: "NO PARKING ANYTIME: TOW-AWAY ZONE".
                                  Revision                      9.


                             MIA (O.S.)
                No...

      We see Mia -- all alone, staring at the sign. No car in
      sight. She reaches into her purse, pulls out her cell phone
      to call Tracy. It's dead.

                             MIA (CONT'D)
                No...

15    OMIT

16    OMIT

17    OMIT

A17   OMIT

B17   OMIT

18    OMIT

19    EXT. HILL / LOS ANGELES STREETS - NIGHT

      Mia trudges down the steep hill in her unwieldy heels. She's an
      hour-and-a-half walk from her place. She crosses roads and lots,
      navigates stretches where the sidewalk stops and gives way to
      shrubbery.

A19   And then -- she hears something... Music. A piano, in the
      distance. And a MELODY -- one we will come to know very well...

      Without being sure why, she FOLLOWS THE SOUND. Passes several
      doors. Then stops. Has found where it's coming from...

      She reaches out -- and slowly opens a door...

      AND WE CUT RIGHT BACK TO:

20    EXT. 101 FREEWAY - EARLIER THAT MORNING

      AHHHHHHHHHHHHHHHHHHHHHHT. The same 101 traffic jam we began
      with. This time we're on Sebastian -- the honker.

      He passes Mia's car. She gives him the finger. He drives on,
      shaking his head...

21    OMIT

22    EXT. RAYO'S - MOMENTS LATER

      Sebastian sips a coffee as he gazes across the street -- at
      a 30's Deco building. A sign above the door: "VAN BEEK". A
      newer sub-heading below: "TAPAS & TUNES".
                               Revision                          10.



      The door opens. Two EMPLOYEES step out, setting up a valet
      stand. Sebastian watches them -- and shakes his head. The
      employees notice him. Recognize him. What is it with that
      guy...?

23A   OMIT

23    INT. SEBASTIAN'S APARTMENT - DAY

      Sebastian enters his apartment -- cramped, dingy, bare
      walls, no furniture or decoration, boxes filled with dusty
      black-and-white photographs and unused instruments on the
      floor, a black Steinway upright piano in the center of the
      living room -- and sees a WOMAN rummaging around.

                             SEBASTIAN
                You gotta stop breaking into my home.

      She looks up. She's 37 quickly going on 50, and dressed like
      she doesn't care. This is LAURA, Sebastian's older sister.

                             LAURA
                You think Mom or Dad would call this a
                home?

      Seeing that she's seated on a stained, decrepit stool --

                             SEBASTIAN
                Please don't sit on that.

                             LAURA
                Are you serious?

                             SEBASTIAN
                Yes. Hoagy Carmichael sat on that stool.
                The Baked Potato was gonna throw it away.

                             LAURA
                I wonder why.
                       (then, rising,)
                I brought you this. It's a throw rug.

                             SEBASTIAN
                Don't need it.

                             LAURA
                Yeah? What if I told you Miles Davis
                pissed on it?

                             SEBASTIAN
                That's almost insulting...
                       (then,)
                Did he?
                         Revision                        11.


She shakes her head: Unbelievable. Tosses the rug to the side.

                       LAURA
          When are you going to unpack these boxes?

                       SEBASTIAN
          When I unpack them in my club.

                       LAURA
          Oh my God. It's like a girl broke up with
          you and you're stalking her.
                 (then, looks at him --)
          You're not still going by there, are you?

                       SEBASTIAN
          No.

A beat. Then --

                       SEBASTIAN (CONT'D)
          They've turned it into a tapas-samba
          place. You believe that?

                       LAURA
          Seb --

                       SEBASTIAN
          Who wants to tapas while they samba?

                       LAURA
          I have someone I want you to meet.

                       SEBASTIAN
          I don't want to meet anyone.

                       LAURA
          You'll like her.

                       SEBASTIAN
          Uh-huh. Does she like jazz?

                       LAURA
          Probably not.

                       SEBASTIAN
          Then what are we gonna talk about?

                       LAURA
          You'll talk about the weather.

                       SEBASTIAN
          Ok. Then I have someone I'd like you to
          meet. He's got a face tattoo, but a heart
          of gold.
                           Revision                      12.


                         LAURA
          Sebastian --

                       SEBASTIAN
          How long's it been?

                       LAURA
          You need to get serious. You live like a
          hermit. You're driving without insurance.

                       SEBASTIAN
          I am serious. I had a very serious plan
          for my future. It's not my fault I got
          Shanghai'ed.

                       LAURA
          You did not get "Shanghai'ed", you got
          ripped off.

                       SEBASTIAN
          What's the difference?

                       LAURA
          It's not as romantic as that.
                 (she starts to walk off)
          And everyone knew that guy was shady
          except for you.

                       SEBASTIAN
          Why do you say romantic like it's a dirty
          word?

                       LAURA
          Unpaid bills are not romantic. Call her.

She heads to the door. He follows her, won't give it up --

                       SEBASTIAN
          You're acting like life's got me on the
          ropes -- what you don't understand is, I
          want to be on the ropes. I'm letting life
          hit me `til it gets tired. Then I'm gonna
          make my move. It's a classic rope-a-dope.

Laura can't help but laugh. Stops by the door. Looks at him.

                       LAURA
          I love you. Unpack your boxes.

                       SEBASTIAN
          I'm changing the locks.
                                  Revision                       13.


                             LAURA
                       (out the door with a smile --)
                You can't afford it.

      She's gone. Sebastian thinks for a beat, then calls out --

                             SEBASTIAN
                I'm a phoenix rising from the ashes!

      No reply to his triumphant declaration. He shuts the door.
      Looks again at the napkin. Thinks. Tosses it in the trash.

A23   INT. SEBASTIAN'S APARTMENT - LATER

      Moments later. Sebastian takes a slice of pizza from the
      fridge, pours himself some more coffee, places a Thelonious
      Monk LP onto a record player, and sits down at the piano.

      "Japanese Folk Song" -- the piece we heard in his car --
      plays...

      Sebastian plays along. Stops. Moves the record back a few
      bars. Starts it again. Plays the same passage over. Stops.
      Moves the record back a second time. Plays the passage again.
      Stops. Over and over, just like in his car -- until, finally,
      he gets it right.

      He keeps playing, louder now, and we're --

B23   OMIT

24    OMIT

25    OMIT

26    OMIT

27    INT. RESTAURANT - NIGHT

      A red-booth bar-and-restaurant. Christmas decorations all over.
      Sebastian steps in. Immediately beelining over --

                                BOSS
                Seb.

                             SEBASTIAN
                       (putting on a smile)
                Bill. Thanks for having me back.

                             BOSS
                Your welcome. Stick to the set list.
                               Revision                       14.


                            SEBASTIAN
               Of course.
                      (under his breath as he heads
                       to the piano)
               Though I don't think they care what I
               play.

                            BOSS
               I do, and I don't want to hear the free
               jazz.

                            SEBASTIAN
               How `bout one for you, one for me? Or two
               for you, one for me?
                      (the Boss just glares)
               Or all for you, none for me? Ok, that
               works. Good deal.

     Sebastian sits down at the keys. A WAITRESS passes by.

                            WAITRESS
               Well... Welcome back.

                            SEBASTIAN
               There's a nice way to say that.

     With that -- he starts playing "Jingle Bells".

28   INT. RESTAURANT - LATER

     The restaurant's demographic has changed. It's now younger
     stragglers wandering in. Sebastian looks beyond bored. He
     finishes "We Wish You a Merry Christmas". Zero applause.

     He begins a new chart: "Deck the Halls". But something seems
     to come over him now. He's restless. Slowly, his playing
     drifts off -- his fingers charting their own path...

     And then -- we hear a melody. The one Mia heard outside. The
     one we'll refer to from now on as Mia and Sebastian's song...

     The door opens -- and Mia steps in. She sees Sebastian at the
     piano. Is instantly struck by his playing. [MIA AND
     SEBASTIAN'S THEME]

     Gradually -- all sounds but the music drop out. We drift away
     from reality. Even the walls seem to go slightly darker -- as
     though Sebastian and Mia were all alone... He concludes his
     piece with a jumble of chords, his playing almost free jazz
     now, as we pull back to real life...

     ...and see the Boss looking on in scorn.
                         Revision                        15.


Sebastian finishes. Silence. Mia looks like the wind has been
knocked out of her. Sebastian looks up for a second -- and
sees her. They look at one another. Just a moment.

Then -- the Boss taps Sebastian on the shoulder. WE STAY ON
Mia as she watches Sebastian rise with the Boss. We just see
the Boss talking to Sebastian, can't hear what is said. Then,
we get closer -- and realize:

                       BOSS
          ...every goddamned night.

Sebastian is silent. Then, doesn't want to have to beg but --

                       SEBASTIAN
          I'll stick to the set list, I promise --

                       BOSS
          Too late. You're done.

                       SEBASTIAN
          You're not gonna find a better player. You
          know that.

                       BOSS
                 (leans in, and --)
          Do you think anyone here gives a shit?

With that, the Boss walks off. We linger on Sebastian. Anger
giving way -- to hurt. He starts hurrying toward the door.

BACK TO Mia -- who didn't hear what was said. She watches
Sebastian -- takes a breath, so moved that she's about to lay
it all out -- swoops in to corner him -- and --

                       MIA
          I just wanted to say -- I saw your
          playing, and I --

-- but Sebastian just walks right by -- his shoulder
bumping against Mia's for an added measure of disdain.

He heads out the door. Slams it shut. Mia is left standing on
her own. She looks like she's just been slapped.

SMASH CUT TO BLACK.
                                 Revision                         16.


                                 SPRING

29   OMIT

30   INT. AUDITION ROOMS - DAY

     Mia auditions. Pilot season cattle-call -- a series of soul-
     crushing try-outs. She's pandering to the hilt. Quick glimpses:

                            MIA (CONT'D)
               I don't like the fissure on the GT scan.
               Did you test for achromatopsia?

31   Then, a second audition --

                            MIA (CONT'D)
               D.O.A. on 23rd, perp laughing his face off
               at P.D. Damn Miranda Rights.

32   And finally, a third audition --

                            MIA (CONT'D)
               This is my classroom. You don't like it,
               the door's to my left.

                            READER (O.S.)
                      (a well-dressed forty-year-old
                       WOMAN reading from sides)
               Lady why you be trippin' like that?

                            MIA
               No, Jamal. You be trippin'.



34   EXT. PARTY - DAY

     Mia wanders around another party. A BAD 80's COVER BAND plays.

                            TRACY
               There you are! You need to meet someone!
               Carlo, this is Mia. Mia, Carlo's a writer.

                CARLO                           TRACY
     Nice to meet you, Mia.          He's got projects all over
                                     town.

                            CARLO
                      (shrugs, faux-modest)
               They say I have a knack for world-building.

                            MIA
                      (takes this in; then --)
               Congratulations. I have to grab a drink...
                              Revision                        17.


     She slips away. Presses toward the bar. The music gets louder,
     more obnoxious. She peers toward the band to get a look...

     And then she sees him. Sebastian.

     Playing keyboard-guitar for the band. Dressed up like his band-
     mates in a bright polyester outfit. And hating every second.

     The band finishes, and the SINGER addresses the (thin) crowd.

                            SINGER
               Alright, one more for y'all before we
               break. Do I hear any requests?

                            MIA
               "I Ran".

     Sebastian turns. Sees Mia, looking at him with a defiant grin,
     enjoying her power. He thinks -- then recognizes the face.

                            SINGER
               "I Ran" it is.
                      (to Sebastian)
               Wanna start us off, piano-man?

     Sebastian stays silent. Mortified. Finally, so reluctant, he
     taps his keyboard to count the band in and begins playing.

     On the keys, it's a single note, repeated measure after measure.
     Mia knew this. Sebastian looks at her. She smiles right back.

                            SINGER (CONT'D)
               I walked along the avenue...

35   EXT. PARTY / INT. HOUSE - MOMENTS LATER

     Set break. Sebastian hurries from the keys -- enters the house,
     looks both ways, finally spots Mia and --

                            SEBASTIAN
               Ok. I remember you.

     Mia looks at him. One eyebrow raised. Yeah?

                            SEBASTIAN (CONT'D)
               And I'm sorry if I was curt that night.

                            MIA
               "Curt"?

                            SEBASTIAN
               Ok I was an asshole. I can admit that.
                          Revision                       18.


                       MIA
          Ok.

                       SEBASTIAN
          But requesting "I Ran" from a serious
          musician -- it's too far.

                       MIA
          My God. Did you just call yourself "a
          serious musician"?

                        SEBASTIAN
                 (beat)
          I don't think so.

                       MIA
          Can I borrow what you're wearing?

                       SEBASTIAN
          Why?

                       MIA
          Because I have an audition next week. I'm
          playing a serious fire-fighter.

                       SEBASTIAN
                 (irritation building --)
          So you're an actress. That makes sense.
          Have I seen you in anything?

                       MIA
          Uh... The coffee shop on the Warner
          Brothers lot. That's a classic.

                       SEBASTIAN
          Oh, you're a barista. Well now I see how
          you can look down on me from all the way
          up there.

                       SINGER
                 (popping in from nowhere)
          Sebastian. Second set.

Sebastian looks at Mia. She smirks. Pleased. The Singer walks
off.

                       SEBASTIAN
          He doesn't tell me what to do.

                       MIA
          He just told you what to do.

                       SEBASTIAN
          I let him.
                              Revision                          19.


     A beat.

                            SEBASTIAN (CONT'D)
               What's your name?

                            MIA
               Mia.

                            SEBASTIAN
               Mia. Guess I'll see you in the movies.

     He heads back to the keys, and the band resumes:

                            SINGER
               Never seen you lookin' so lovely as you
               did tonight...

36   EXT. PARTY / STREET - NIGHT

     The party's finished. Sebastian exits, pulling out his keys,
     as we DRIFT and see a long line to the VALET. Standing way in
     the back, waiting, is Mia. She's stuck once again with CARLO,
     who's regaling her --

                            CARLO
               ...Goldilocks from the point of view of
               the bears. Home-invasion thriller. Fox
               and Warners are going crazy for it.

     Mia spots Sebastian, passing by the Valet with his keys.

                            CARLO (CONT'D)
               ...We're going after Charlize. For the
               bear. We're flipping it. Feels like a
               franchise. But the thing is it's grounded.

                            MIA
                      (to Sebastian)
               George Michael!

     Sebastian stops. Looks at her. Surprised.

                            SEBASTIAN
               You again.

                            MIA
               Did you just get your keys?

     Sebastian thinks. Sees the Valet. Playing it off --

                            SEBASTIAN
               ...Yeah.
                               Revision                       20.


                            MIA
               Can you grab mine?

                            SEBASTIAN
               ...Which one is it?

                             MIA
               The Prius.

     A beat. Sebastian turns to the Valet's box. Motions to the
     Valet: Sorry. One second. Looks. All the keys are Prius keys.

                            MIA (CONT'D)
               The one with the green ribbon.

     Another beat. Sebastian finds it. Grabs it.

37   EXT. STREET - NIGHT

     Mia and Sebastian trudge up a hill lined with cars. Mia aims
     her key fob. No beep. Sebastian points his own keys, also
     aiming for a beep. Silence. They've been at this for a while.

                            MIA (CONT'D)
                      (almost tripping in her heels)
               Shit...

                            SEBASTIAN
               Those look comfortable.

                            MIA
               They are...n't.

     A beat. She aims again. No beep.

                            MIA (CONT'D)
               Thank you for saving the day back there.

                            SEBASTIAN
               You didn't give me much of a choice.

                            MIA
               Strange that we keep running into each
               other.

                            SEBASTIAN
               It is strange. Maybe it means something.

                             MIA
               I doubt it.

                            SEBASTIAN
               Yeah I don't think so either.
                         Revision                        21.


On that, Mia aims again. As always -- no beep. Noticing --

                       SEBASTIAN (CONT'D)
          Put the clicker under your chin.

                       MIA
          What?

Sebastian demonstrates with his fob. He looks idiotic.

                       SEBASTIAN
          It turns your head into an antenna.
          Probably gives you cancer, but you find
          your car more quickly.

                       MIA
          Uh-huh.

                       SEBASTIAN
          You don't live as long, but you get
          things done faster, so it all evens out.

                       MIA
          Oh my God.

Just then, they reach a clearing -- AND THE CITY SKYLINE
APPEARS BELOW. A ribbon of lights, stretching as far as you
can see. It's the most romantic sight imaginable. They look
at each other. A beat. And then --

                       MIA (CONT'D)
          Eh.

They walk on, the lights shimmering behind.

                       SEBASTIAN
          Not much to look at.

                       MIA
          Agreed. I've seen better.

And on that -- they SING. [A LOVELY NIGHT]

Mia and Sebastian try to downplay the romanticism of this
setting, this moment -- being lost here, at night, alone
together, atop a hill, the city glittering before them. It's
"no big deal", nothing they haven't seen or felt before --
because, after all, there's no chance for romance between
them...

Of course, the music, swelling and building, suggests
otherwise. Mia tires of her heels, finds a bench and fishes
for flats in her handbag. Sebastian sits beside her as she
slips the flats on. They look at each other, suspicious...
                         Revision                        22.


He moves his foot. She moves hers. They look at each other
again. Still suspicious...

He moves again. She moves again. They seem to be moving in
sync -- without their even wanting to...

And -- bit by bit -- before our eyes -- they've almost
slipped into DANCE...

Sebastian rises. Mia rises as well. The two look at each
other. Run back to the bench, hop atop it -- the lights
stretch out like a magic carpet. They share a moment -- share
a look -- jump off -- AND START REALLY DANCING NOW...

Mia does a move, Sebastian responds. Sebastian does a move, Mia
shakes her head: "Nope". They make the road their own, growing
more and more energized, as surprised as we are to find --

...that they can really dance together.

Just as this starts to look like a blossoming romance, real
joy peeking through, our two heroes getting closer and closer
and closer, looking at each other almost giddily...

...a sound cuts through. It's a CELL PHONE ring.

Mia and Sebastian turn -- to her handbag, back by the bench.
Snapped out of it, Mia heads over and pulls out her cell.

                       MIA (CONT'D)
          Hey... Greg...? Can you hear me...? Yeah,
          I'm just leaving now... K, see you soon...

She hangs up. Looks at Sebastian. An awkward silence. Finally --
she presses her fob again. Puts it under her chin this time. A
BEEP can be heard. They see her Prius.

                       MIA (CONT'D)
          Ah. Great... Well... Do you want a ride
          to your car?

                       SEBASTIAN
          No, that's fine... Thanks...

                       MIA
          ...Ok...

Not sure what else to say, she heads to her vehicle. Waves.

                       MIA (CONT'D)
          Night.

Sebastian waves back. Mia drives off. Fast. Silence...
                                 Revision                        23.


      Looking even more disappointed than he thought he'd be,
      Sebastian walks on for a bit -- then retreats back down.

A37   Comes to a stop across from the party, and we see his Riviera --
      right, it seems, where he knew it was all along. He pulls out
      his keys -- they don't have a clicker after all.

38    OMIT

39    INT. COFFEE SHOP - DAY

      CLOSE on --

                             CUSTOMER
                Are these pastries gluten-free?

      Mia's at work. A typically chaotic day.

                               MIA
                No...

                             CUSTOMER
                What?? I want a refund.

      Mia nods, heads to the Manager --

                             MANAGER
                You're closing up Friday.

                             MIA
                I have an audition. Remember?

                             MANAGER
                Do I look like I care? Reschedule it.

                             MIA
                But you said --

                             MANAGER
                And fix your apron.

      With that, the Manager walks off. Mia is silent for a moment
      -- wants to talk back but needs this job -- then turns -- and
      sees Sebastian at the counter.

                               MIA
                ...Hi.
                       (then)
                What are you doing here?

                             SEBASTIAN
                Meetings. Studio heads.
                               Revision                       24.


                            MIA
               Uh-huh. How'd you get on the lot?

                            SEBASTIAN
               Piece of cake.

     Mia looks at him. He's sweating through his shirt. A beat.

                            SEBASTIAN (CONT'D)
               Actually it took me four hours and I
               ended up running. We probably have twenty
               minutes before the guy finds me. You got
               a break coming up?

     Mia laughs. A moment.

                            MIA
               I'm off in ten.

                            SEBASTIAN
               Great. I'll hide in the bathroom.

40   EXT. COFFEE SHOP / STUDIO LOT - DAY

     Mia exits, apron off. She and Sebastian start walking. She points
     across the street -- to the façade of a Parisian apartment.

                            MIA
               That's the window Ingrid Bergman and
               Humphrey Bogart looked out of in
               Casablanca.

     Sebastian nods. They start walking.

                            SEBASTIAN
               What's your Bogart's name...?
                      (Mia looks at him)
               Is it Greg?

                             MIA
               Yeah. Greg.

                            SEBASTIAN
               How long have...?

                            MIA
               We've been seeing each other for a few
               months.

     An awkward beat. They pass a wooden SALOON -- where a WESTERN
     is being shot. Extras in COWBOY costumes drink coffee on the
     steps.
                         Revision                        25.


                       MIA (CONT'D)
          I love this stuff. Makes coming to work
          easier.

                       SEBASTIAN
          I know what you mean. I get breakfast
          five miles out of the way just to sit
          outside a jazz club.

                       MIA
          Oh yeah?

                       SEBASTIAN
          It was called Van Beek. The swing bands
          played there. Count Basie. Chick Webb.
                 (then,)
          It's a samba-tapas place now.

                       MIA
          A what?

                       SEBASTIAN
          Samba-tapas. It's... Exactly. The joke's on
          history.

Mia laughs.

                       SEBASTIAN (CONT'D)
          Anyway, that's L.A. They worship everything
          and they value nothing.

They reach a patch of green. Another shoot. A P.A. yells out:

                       P.A.
          Clear the frame!

                       MIA
                 (to Sebastian)
          We need to wait here.

                       SEBASTIAN
          I know. They shoot movies on my street.
          "C-stands." "Apple box." "Don't forget to
          sign out."

Mia laughs. A beat.

                       A.D. (O.S.)
          Quiet on set!

Mia and Sebastian watch the cameras roll. Then, in a whisper --

                       SEBASTIAN
          How'd you get into all this?
                               Revision                          26.


                             MIA
                Into...? Oh -- I -- my aunt was an
                actress. She was in this traveling
                theater company... And there was this
                little library across the street from my
                house when I was growing up. This was
                Boulder City, Nevada -- every house
                looked exactly the same. I was ten and
                already I needed to get out. And one day,
                my aunt flew into town, and she showed me
                the library's old-movie section. We spent
                a whole day watching one after the other.
                Bringing Up Baby. Notorious. Casablanca.
                       (a beat; then,)
                I never knew the world was so big.

                             DIRECTOR (O.S.)
                Cut!

      Mia and Sebastian resume walking. Now, at full volume --

                             MIA
                I started putting on plays in my garage.
                I'd write the scripts and print up
                programs, and she'd give me props to use
                from wherever she'd just been -- New
                York, London, Paris. And then she'd jet
                off again and I wouldn't hear from her
                for another year.

                             SEBASTIAN
                Who would you invite to watch? Your
                parents?

                             MIA
                God no -- I didn't invite anyone. That
                would have been terrifying.

C40   CUT TO: The entrance to a giant soundstage.

                             MIA (CONT'D)
                Honestly, I wish I loved something else.
                I've tried so hard to want other things.

      She and Sebastian stop. Peer inside the stage.

                             MIA (CONT'D)
                I left school after two years to come here,
                my fourth manager just dropped me, and my
                last audition was for a teen soap pitched
                as Dangerous Minds meets The O.C.
                       (a beat; then, deadpan --)
                Should've been a lawyer.
                               Revision                        27.


      They resume walking.

D40   CUT TO: A row of closed soundstages, sandy-tan against the
      bright blue sky.

                             SEBASTIAN
                ...`Cause the world needs more lawyers.

                             MIA
                Well it doesn't need more actresses.

                             SEBASTIAN
                You're not just an actress.

                             MIA
                What do you mean, "just an actress"?

                             SEBASTIAN
                You said it yourself, you're a child-
                prodigy playwright.

                             MIA
                That is not what I said.

                             SEBASTIAN
                You're too modest to say it but it's
                true. So you could write your own roles.
                Write something that's as interesting as
                you are.

                             MIA
                Last thing I wrote was a stand-up routine
                for an open-mic night. It was horrible.

                             SEBASTIAN
                All I'm saying is -- Louis Armstrong
                could have played the marching-band
                charts he was given. What did he do
                instead? He made history.

                             MIA
                Ok, I'll stop auditioning and make
                history instead.

      Sebastian laughs.

                             MIA (CONT'D)
                Anyway -- I'm getting a feeling there's
                something I should tell you...

                             SEBASTIAN
                Yeah?
                                Revision                       28.


                              MIA
               I hate jazz.

     Sebastian stops. Turns to her.

                            SEBASTIAN
               What does that mean? "I hate jazz"?

                            MIA
               It means when I listen to it I don't like
               it.

                            SEBASTIAN
               But it's such a blanket statement. It's
               like saying "I hate animals".

                            MIA
               I do hate some animals.

                            SEBASTIAN
               Do you need to be anywhere right now?

     Mia looks at him. We hear DRUMS. A swinging ride pattern. And
     we're in --

41   INT. LIGHTHOUSE CAFE - DAY

     -- an old-school JAZZ CLUB. It's almost empty, only aged JAZZ
     CATS here -- except for Mia and Sebastian, watching a QUARTET...

                            SEBASTIAN (CONT'D)
               Most people say they hate jazz because
               they don't have context. They don't get
               where it came from. All these people
               packed into flophouses in New Orleans,
               speaking five different languages, and
               jazz was how they talked to each other.

                            MIA
               I thought it was just Kenny G.

                              SEBASTIAN
               ...What?

     Mia looks at him. Already knows just how to get to him.

                            MIA
               I associate it with facials. It's
               relaxing.

                            SEBASTIAN
               It's not relaxing! Sid Bechet got into a
               gunfight `cause somebody told him he
               played a wrong note!
                         Revision                           29.


                       MIA
                 (laying it on thick)
          Right, but it's good to talk over. Where
          I grew up there's this jazz station
          they'd play at cocktail parties whenever
          they served the salami and cheese.

                       SEBASTIAN
          Mia. These are things you can't unsay.

She bursts into laughter. Sebastian points to the band --

                       SEBASTIAN (CONT'D)
          It's not cocktail music -- it's a high-
          wire act. These guys are performing and
          composing and rearranging all at once.

A beat. Mia looks at the band. We DRIFT over the instruments...

                       SEBASTIAN (CONT'D)
          That's why you need to be in the space
          and see what's at stake. This whole thing
          -- it's dying. In twenty minutes they'll
          head off to cut commercial sessions or do
          pit at the Pantages `cause they have to --
          but when I have my own place -- my club --
          they'll play whatever they want.

Mia looks at Sebastian. Her laughter has subsided. She can
see something in him now -- the same passion he's speaking of...

                       MIA
          Your club?

                       SEBASTIAN
          ...It's gonna be the old Van Beek. I'm
          getting the lease back. It'll be perfect.

He watches the band. Lost in the sound. Then -- sincere --

                       SEBASTIAN (CONT'D)
          The world tells everyone to move on. Says
          the music's had its moment. But I love it
          too much. I'm not moving on.

The band finishes. The ride cymbal sizzles in the air...

                       SEBASTIAN (CONT'D)
          So?

He looks at Mia. She's visibly moved.

Just then -- we hear a BEEP. Mia looks at her phone.
                                Revision                      30.


42   INT. SIDE CORRIDOR - LIGHTHOUSE CAFE - CONTINUOUS

                            MIA
               Hi, I just missed a call...

43   INT. LIGHTHOUSE CAFE - MOMENTS LATER

     Mia steps out, dazed. Sebastian's listening to a new tune. He
     spots Mia, turns to her -- as, shouting over the music --

                            MIA (CONT'D)
               I got a call-back!

                            SEBASTIAN
               Really? For what?

                            MIA
               That show I told you about.

                            SEBASTIAN
               Dangerous Minds meets The O.C.?

                            MIA
               Right. It's -- actually more like Rebel
               Without a Cause.

                            SEBASTIAN
               That's amazing! "I got the bulletsssss!"

     Mia laughs. But Sebastian can tell something in her laugh...

                            SEBASTIAN (CONT'D)
               You've seen it, right?

                            MIA
               Obviously.
                      (a beat; then --)
               No.

                            SEBASTIAN
               What? You're the movie person.

                            MIA
               It's the one I lie about.

                            SEBASTIAN
               Come on. You can't do this audition and
               never see Rebel. The theater near me's
               playing it. If you want -- I can take
               you. For research.

                              MIA
                        (considering this)
               ...Ok.
                              Revision                          31.


                            SEBASTIAN
               10pm Monday at the Rialto. Cool?

                            MIA
               Ok.
                      (another nod, taking it in)
               For research.

     Mia looks at him -- he looks at her -- each of them
     suppressing a newfound giddiness... And on that --

44   EXT. LIGHTHOUSE CAFE - EVENING

     Mia and Sebastian exit. Wave "good-bye". We FOLLOW Sebastian.
     He rounds the corner, nears the Hermosa Beach pier...

     ...and begins to SING. [CITY OF STARS] Lifted by a strange
     new feeling -- a feeling he wasn't expecting. The feeling
     that perhaps -- just perhaps -- he's falling in love...

     He gazes out at the sea, the purple sky. Dances with an OLD
     COUPLE, then continues on his way, as though caught in a
     dream. There's an uncertainty in his singing -- he's not sure
     if this dream will sustain. But for now, it's a beautiful
     feeling...

     The MUSIC simmers down -- and WE FADE OUT.

45   EXT. AUDITION BUILDING - DAY

     A Pasadena building. As Mia approaches the door, another cell
     ring. It's her MOM. This time, Mia is happy to get the call:

                            MIA (CONT'D)
               Hi, Mom!

                            MIA'S MOM (O.S.)
               Hi, sweetie. How are you?

                            MIA
               Great, actually: I got a call-back on a pilot.

                            MIA'S MOM (O.S.)
               Oh my God! You're going to be on TV??

                            MIA
               Well -- it's not picked up yet.

                            MIA'S MOM (O.S.)
               Not picked up?

                            MIA
               First they make the pilot, then if they
               like the pilot it goes on TV.
                              Revision                           32.


                            MIA'S MOM (O.S.)
               And you're in the pilot?

                            MIA
               Well, no, I have a call-back.

                            MIA'S MOM (O.S.)
               I see... Didn't you audition for a TV
               thing last week?

                            MIA
               It's another audition.

                            MIA'S MOM (O.S.)
               I see... So you might get a role in a
               thing that might one day be put on TV...

                            MIA
               ...Well when you put it like that it
               sounds like a huge accomplishment.

                            MIA'S MOM (O.S.)
               No, I don't mean that, it's so exciting.
               What channel? ABC? HBO?

                            MIA
               Oxygen.

                            MIA'S MOM (O.S.)
               Oxygen?

                            MIA
               You know what, I have to go. I love you.

     She hangs up. Takes a deep breath. Enters the building.

46   INT. WAITING ROOM - MOMENTS LATER

     Mia sits, starts reviewing her script.

     Looks around her -- the room is filled with ACTRESSES silently
     MOUTHING THEIR LINES. It's a bizarre sight: a dozen women
     moving their mouths, with no sound coming out at all.

     What's more, they're all in variations of the same type of
     costume: Michelle Pfeiffer's leather jacket from Dangerous
     Minds.

     A few stare at Mia, sizing her up. In the corner, another
     one of them GRUNTS while performing stretches. Then -- a
     DOOR to the side opens, and Mia can hear --

                            DIRECTOR (O.S.)
               ...We'll be seeing you very soon.
                              Revision                        33.


     An ACTRESS exits. Absolutely beaming. And then, a bored voice --

                            ASSISTANT
               Mia Dolan?

47   INT. AUDITION ROOM - MOMENTS LATER

     Mia steps in. The pilot's DIRECTOR is seated at a table,
     looking in his folder at Mia's head-shot. He looks up at Mia.

                            DIRECTOR
               Whenever you're ready.

     Mia breathes in. Heart pounding. Sweat percolating. Has been
     practicing this for days now.

     Fighting her nerves, she begins --

                            MIA
               Two options. Follow my rules, or follow
               my rules. Kapish? You want to bully,
               you'd best be ready to get bullied --

                            DIRECTOR
               Thanks.

     Mia is taken aback.

                            MIA
               I can do it another way --

                            DIRECTOR
               No, thanks, that was great.

     We linger on Mia for a moment, and then --

48   EXT. PARKING LOT / INT. MIA'S CAR - DAY

     Crestfallen, humiliated, Mia hurries to her car. Sees a voice-
     mail on her cell. Plays it --

                            MIA'S MOM (O.S.)
               Dad just helped me find Oxygen on the
               guide! So exciting! So will you be
               getting health insurance now?

     Mia switches her phone off and drives. Clenches her jaw.
     Turns left and sees a movie theater. The Rialto. Manages a
     smile.

     Something she can remain upbeat about...
                              Revision                        34.


49   INT. MIA'S APARTMENT - DAY

     Mia in her room, sorting through outfits. Slips into jeans --

                            ALEXIS
               Mia?

     -- then spins around, startled. Alexis is at the door, eating
     Fritos. Has been crying.

                            ALEXIS (CONT'D)
                      (with difficulty)
               Greg's here...

     Mia looks at Alexis -- completely confused. Then -- Greg steps
     out behind Alexis. Waves to her.

                            GREG
               Hey... I'm parked out front. But we
               should hurry, my brother just landed.

     Mia looks at him, still confused. Then remembers.

                            GREG (CONT'D)
               Did you forget?

                            MIA
               Shit. No. Yes. I'll change...

                            GREG
                      (smiles)
               It's ok.

     Mia closes her door -- turns -- and we see her face. She's
     crushed. She goes to call Sebastian -- then freezes.
     Remembers something else. She never got his number...

     We linger on her face, as, on his phone outside her door --

                            GREG (O.S.) (CONT'D)
               Josh! Yep, just picking Mia up now. Will
               be there in twenty.

50   INT. LIGHTHOUSE CAFE - NIGHT

     Sebastian's playing a jam session. Excited, distracted. 10pm
     can't come quickly enough.

51   INT. JAR - NIGHT

     Mia, in a green dress, with Greg, his brother JOSH, and
     Josh's FIANCEE. The restaurant is posh, modern. Josh wears a
     Brooks Brothers suit: he seems better-off than his brother.
                                Revision                      35.


                            JOSH
               That's right -- but now we've got a
               surround-sound set-up, so it's like --

                            FIANCEE
               It's like being in a movie theater.

                            JOSH
               It's better than going to a theater,
               really. You know theaters these days --

                             GREG
               Oh, sure --

                            JOSH
               -- they're so dirty, and they're either
               too hot or too cold, and there's always
               people talking, which is just --
                      (his phone buzzes)
               -- just so annoying, I mean you're trying
               to watch a movie -- one second --
                      (opens phone)
               Hello?...

     His Fiancée smiles, looks at Greg and Mia, proud.

                            FIANCEE
               Probably work.

                            JOSH
               Yeah, I'll have to call you back.
                      (closes and pockets his phone)
               So, yeah, we love it.

     Awkward silence. Mia hasn't spoken a word.

52   EXT. RIALTO MOVIE THEATER - NIGHT

     Sebastian paces. People shuffle in. He looks. No sign of Mia.

53   INT. JAR - NIGHT

     Midway through the meal.

     Mia is bored, restless, uneasy.

                            JOSH (CONT'D)
               One word for you. Nicaragua.

                            GREG
               I've never heard anyone say that. Was it
               amazing?
                              Revision                          36.


                            JOSH
               Oh my God. A five-star jungle eco-resort.
               It was unbelievable.

     Mia stays quiet, in her own thoughts, the voices around her
     fading away. And then she hears it -- coming from the
     restaurant speakers, peeking out subtly at first: the melody
     we now know so well... Her and Sebastian's song.

     She FREEZES. The radio music seems to have morphed into the
     melody, and the tune stirs something deep within her...

     A few seconds pass. And then she can't deny it any longer.
     It's clear as day to her now. She rises from her seat --

                            GREG
               Mia?

     -- looks at Greg --

                            MIA
               I'm sorry.

     -- and -- as the sounds of a FULL ORCHESTRA swoop in --

     -- RUNS out of the restaurant as fast as she can.

54   EXT. JAR - NIGHT

     The MUSIC SWELLS, strings carrying us through and lifting
     Mia's spirits as she runs down the street in her green dress,
     for once absolutely sure of what she's doing...

55   INT. RIALTO MOVIE THEATER - NIGHT

     Inside the Rialto, Sebastian settling into his seat, the show
     about to begin. He's visibly disappointed that he's alone. The
     lights dim. Projector light cuts through the darkness. And
     then, as the movie's credits start up, Sebastian spots, out of
     the corner of his eye, a figure in the aisle...

     He looks. The figure turns. Looks at him. It's Mia.

     And, caught like a freeze-frame in the projector   light, her
     green dress incandescent, the giant movie screen   behind her
     like a great piece of back-projection, she looks   more beautiful
     than ever right now. A true old-fashioned screen   siren.

     Sebastian's eyes go wide. He's surprised. And thrilled. He
     waves. Mia hurries toward him. Takes the seat next to his,
     as Rebel Without a Cause begins...
                               Revision                           37.


56    INT. RIALTO MOVIE THEATER - LATER

      Half an hour has passed. The movie plays, lights flickering
      on Mia and Sebastian's darkened faces.

      He puts his arm on the armrest, she moves hers nervously.

      He scoots to his right, she scoots back.

      She edges her elbow onto the armrest, he moves his arm.

      Inch by inch, their bodies grow closer. Hands approaching,
      breaths quickening, hearts pounding...

      ...until finally their hands touch...

      And then, suddenly -- just as James Dean and Natalie Wood
      arrive at Griffith Observatory, and Mia and Sebastian seem
      about to kiss --

      -- burn marks streak their way across the image.

      The screen goes blank.

      Silence. The lights go on. Mia and Sebastian turn around.
      AUDIENCE MEMBERS start murmuring. Sebastian can barely
      believe his bad luck.

      But then Mia turns to him. Energized.

                             MIA (CONT'D)
                I have an idea.

57    EXT. ROAD - NIGHT

      Sebastian's car, traveling up a winding road, stars glittering
      above it, the lights of Los Angeles glittering below it. The sky
      is a deep, painted blue. Music plays... [PLANETARIUM]

      The car is bending around the turns, making its way up to...

A57   ...the real Griffith Observatory. There, our MUSIC crests.
      Our two characters get out of the car and wander, searching
      for an open entrance. They find one -- and sneak in...

58    INT. GRIFFITH OBSERVATORY - CONTINUOUS

      They ascend a staircase. Make their way past the exhibits --
      the Tesla coil shooting off electric bolts.

      They reach the pendulum, gaze up at the mural above it, look at
      one another. Circle the pendulum, and then -- so tenderly, so
      nervously...
                                Revision                          38.


      ...they begin to DANCE.

      This is a dance that fulfills all the promise in their
      earlier duet. They circle the floor, gently and gracefully.
      The music BUILDS, and they drift into...

A58   ...the PLANETARIUM. It's darkened, empty. Mia removes her
      shoes, feels the soft carpet under her feet. Turns on the
      projector. The screen STARTS TO GLOW. She and Sebastian take
      in the sight -- the STARS and GALAXIES...

      Enchanted, they look at one another, the lights from the
      screen reflected on their faces. They approach, as though
      about to kiss... When --

      -- Mia's shoes LIFT UP. Float toward the ceiling -- toward the
      star-filled screen. She and Sebastian trade looks. Realize.
      And then they too begin to FLOAT...

      ...RISING from the floor, nothing stopping them. SOARING
      past the views of comets and moons and nebulae. Eyes wide,
      their emotions seized, as they HOLD EACH OTHER TIGHT...

      And so unspools a gravity-free dance.

      Mia and Sebastian SPIN and TWIRL through the planetarium as
      though they themselves were in outer space, flying through
      the cosmos. The music carries them higher and higher, and
      their spirits likewise soar -- JOYOUS, EXUBERANT -- until,
      finally...

      ...the music SOFTENS.

      Mia and Sebastian drift back to the floor like feathers. They
      land on a pair of seats.

      There, once again seated like audience members at a movie, they
      turn and look into each other's eyes. The music picks back up
      for the big finish, as the lovers lean in and -- in true movie-
      movie old-Hollywood big-musical fashion --

      -- LOCK LIPS.

      It's their first kiss, and it's a kiss to remember -- full of
      all the hope and yearning and terror and wonder of love's first
      blush. A swoon-worthy kiss, with the orchestra soaring and the
      camera swooping in to catch the embrace in all its glory.

      On this triumphant moment...

      ...we IRIS FADE OUT.
                                 Revision                      39.


59    OMIT

60    INT. MIA'S APARTMENT - LIVING ROOM - DAY

      Mia's scribbling in a notebook. It's dialogue. We see character
      headings, scene headings. Seems to be some kind of a script...

                               TRACY (O.S.)
                What's that?

      Mia turns. Tracy has wandered in -- pajamas, eating cereal.

                             TRACY (CONT'D)
                Is that a script?

                             MIA
                It's a play. I'm going to put it on myself.

                             ALEXIS (O.S.)
                       (chiming in from her bedroom)
                A play? You better give us roles!

                             MIA
                Actually -- it's a -- it's a one-woman
                show...

      A beat -- and then --

      AHHHHHHHHHHHHHHHHHHHHHHHHHHHT.

      HONKING outside the nearest window. It's a honk we recognize:

                             TRACY
                ...Is that gonna happen every time?

                             MIA
                       (glowing)
                I think so.

A60   OMIT

61    EXT. MIA'S APARTMENT BUILDING - DAY

      Mia dashes out -- and LEAPS into Sebastian's car and into his
      arms. They KISS -- giddy, emotional, as though they'd been
      separated for years. Sebastian drives off -- when --

                             MIA (O.S.) (CONT'D)
                It's one-way!!

      The car SCREECHES to a stop in front of a TRUCK going the
      opposite direction. Sebastian goes into REVERSE as Mia cracks
      up laughing. A BURST OF MUSIC as a title card pops on:
                               Revision                          40.


                                SUMMER

      The MUSIC carries us through the following series of GLIMPSES:

62    -- Mia and Sebastian ambling past weathered 30's bungalows in
      BUNKER HILL...

63    -- Mia guiding Sebastian down a street peppered with SILENT-
      ERA HOMES, past old gas-lamps and palms...

65    -- VAN BEEK. Sebastian gestures to the "TAPAS & TUNES" sign.
      Excitedly tries to deface it. Mia, aghast, pulls him back...

66    -- The HUNTINGTON GARDENS, where Mia and Sebastian gaze at
      the tiny forest...

A66   -- WATTS TOWERS, where the two lovers stroll and kiss...

67    OMIT

64    -- The GRAND CENTRAL MARKET, where they grab food...

68    -- ANGEL'S FLIGHT at night, where they stumble and slip into
      a tipsy, love-soaked dance...

69    OMIT

      Interspersed throughout, WE SEE IMAGES OF LOS ANGELES:

      1940's high-rises, green movie-movie lettering, ochre walls
      shaded by palm fronds, red flowers and Spanish missions, old
      lamps and Art Deco hotels. It's a gorgeous city, and the music
      only makes it more gorgeous -- building and carrying us to...

70    INT. LIGHTHOUSE CAFE - NIGHT

      A Lighthouse JAM SESSION. Sebastian's at the keys, having a
      blast. The place is again mostly empty, but Mia is dancing her
      heart out. She shoots looks at Sebastian. He laughs, plays out
      for her. The two of them are in their own world -- one of pure,
      unadulterated JOY...

      The song ends. Sebastian rises, joins Mia. They sit down as
      the band strikes up a new tune, and kiss.

                             KEITH (O.S.)
                Sebastian?

      Mia and Sebastian look up, startled. A YOUNG MAN, 35, is
      standing next to them. Tall, fierce eyes. This is KEITH.

                             SEBASTIAN
                Keith?
                            Revision                       41.


                         KEITH
            Holy shit. Come here, man.

Sebastian gets up. Gives him a hug. But Mia can sense an
unease in Sebastian's eyes. It's a strained hug.

                         SEBASTIAN
            This is Mia. Mia, Keith.
                   (explaining to Mia)
            We used to play together.

             KEITH                           MIA
Hey, Mia.                         Hey...

Sebastian sits back down. Wants to end the conversation.

                         KEITH
            So how've you been?

                          SEBASTIAN
            Great. You?

                         KEITH
            Keeping busy. Got a new combo.

                         SEBASTIAN
            Good for you.

                         KEITH
            ...Looking for keys.

                         SEBASTIAN
                   (after a beat)
            I'm good.

                         KEITH
            You sure? It pays.

Sebastian looks at Keith. A moment.

                          SEBASTIAN
            I'm good.

Keith almost smiles. Expected this.

                         KEITH
            Let's just grab a drink then. Call me.
            It's been too long.

                          SEBASTIAN
            You bet.

                         KEITH
            Nice meeting you, Mia.
                              Revision                           42.


                            MIA
               Nice meeting you.

     Keith walks off. Mia and Sebastian look at each other. Then --

71   INT. SEBASTIAN'S APARTMENT - NIGHT

     CLOSE ON MIA. She looks anxious. CLOSE ON Sebastian. He looks
     head-over-heels in love.

                            SEBASTIAN
               It's beautiful.

                            MIA
               ...You're just saying that.

                            SEBASTIAN
               No... I'm not.

     We PULL BACK -- and see a script on Mia's lap. She's just
     finished reading Sebastian her play.

                            MIA
               I don't know... Is the whole thing too
               nostalgic?

                            SEBASTIAN
               That's the point.

                            MIA
               But do you think people will like it?

                            SEBASTIAN
               Fuck `em.

                            MIA
                      (laughs)
               You always say that.

                            SEBASTIAN
               I truly believe it.

                            MIA
               Fine -- as long as you sit front-row
               `cause I'll probably throw up on the
               middle of the stage otherwise.

                            SEBASTIAN
               I'll be front-row.

     Mia looks at him. Smiles. It genuinely means the world to
     her. Then, a glow in her eyes, wants to reciprocate --
                           Revision                       43.


                       MIA
          I made something for you.

She hops off the bed, fishes through a bag. Pulls out a
drawing.

                         SEBASTIAN
          What's that?

                       MIA
          It could be the name design. On the door.

                       SEBASTIAN
          Why does it say "Seb's"?

                       MIA
          That's what you should name it.

                         SEBASTIAN
          Never.

                       MIA
          Sebastian, no one's going to a club called
          "Chicken on a Stick".

                       SEBASTIAN
          You don't get it. Charlie Parker got the name
          "Bird" because he loved chicken. So my club's
          gonna be old-school jazz and beer and
          chicken. "Chicken on a Stick".

                       MIA
          No. Drop the chicken. Drinks and jazz.
                 (he rolls his eyes)
          And it's time to start looking for other
          places.

                       SEBASTIAN
          It's gotta be Van Beek. I can't let them
          samba all over its history.

                       MIA
          Make your own history.

Sebastian looks at her. Appreciates that line. A beat. Then --

                       SEBASTIAN
          Your play's incredible.

Mia smiles. He approaches her, sits by her side.

                       SEBASTIAN (CONT'D)
          The whole world from your bedroom? Who's
          doing that?
                         Revision                    44.


                       MIA
          I'm doing that.

They laugh.

                       MIA (CONT'D)
          So who was that guy at the Lighthouse?

                       SEBASTIAN
          ...Which guy?

                       MIA
          The one who offered you a gig.

                       SEBASTIAN
          You mean Keith? He's the worst.

                       MIA
          Why was it weird between you two?

                       SEBASTIAN
          It's always weird with him.

                       MIA
          He did offer you a job.

                       SEBASTIAN
          Right...

                       MIA
          Are you going to call him?

                       SEBASTIAN
          No.

A beat.

                       MIA
          Ok...

A moment passes. They lie down, side by side.

                       SEBASTIAN
          Here's what we know. It's definitely
          Chicken on a Stick --
                 (Mia rolls her eyes)
          -- and your play is going to be a
          triumph.

She looks at him. He looks at her. A shared smile.

And on that --
                               Revision                       45.


72   INT. SEBASTIAN'S APARTMENT - MORNING

     The next morning. Sebastian is in bed. Hears snatches of Mia's
     voice -- she's on her phone in the other room:

                            MIA (O.S.)
               ...No, Mom, it's a one-woman show... No,
               I'm acting in it as well... No, I'm not
               getting paid, I'm paying to do it...
                      (then,)
               He's great... He's going to open his own
               jazz club. It's going to be incredible...
                      (beat; then, softer --)
               Well he has to get the money together
               first, and... He's figuring it out...
               Yeah, it's just been a little tricky
               lately...

     Sebastian listens. Takes it in.

                            MIA (O.S.) (CONT'D)
               Look -- he's going to find a way to open
               it and you're going to love it. Ok? How's
               Dad?

     On Sebastian. He thinks...

73   INT. REHEARSAL SPACE - DAY

     Sebastian enters. Keith's combo is assembled.

     It's a sign-up practice room in the West Valley. There's a
     drummer, electric bassist, and trumpeter: COLE, MALCOLM and
     TOM. They're more polished in their looks than Sebastian.
     Well-groomed beards, tighter jeans.

                             KEITH
               Sebastian.

     Sebastian approaches.

                            KEITH (CONT'D)
               Didn't know if I'd see you today.

                            SEBASTIAN
                      (a bit awkward)
               Well... Here I am.

     A moment. Then --

                            SEBASTIAN (CONT'D)
               Where's the piano?

     Keith gestures -- to an electronic keyboard. Sebastian winces.
                                  Revision                     46.


                             KEITH
                Here's the deal. We've got distribution
                with Universal, got our own imprint.
                We're about to go on the road. We can cut
                you in for 1K a week while we tour, plus
                an equal share of any merchandise or
                ticket revenue that comes in. Sound good?

      We see Sebastian's face. Taken aback.

                                KEITH (CONT'D)
                Sebastian?

                              SEBASTIAN
                Yeah, that...that...
                       (beat)
                ...sounds good.

      A moment. Keith smiles.

                             KEITH
                Let's play, see how it feels.

      He pulls out a guitar. Cole starts on drums. Keith joins in.
      Malcolm and Tom follow suit. Sebastian listens. It sounds like
      modern jazz -- electronic in feel, but still jazz...

      Sebastian approaches the keyboard. Joins -- slowly, one step
      at a time. Then begins playing out a bit more, his fingers
      starting to race. Malcolm gives Keith a look: "Damn". Keith
      gives Malcolm a look back: "I told you so." Bit by bit,
      Sebastian eases into the groove. This isn't so bad...

      Then -- Keith moves to a LAPTOP. Introduces a DRUM-MACHINE
      SAMPLE.

      Sebastian, into the music, is caught off-guard. Uneasy now.
      This isn't him...

      Keith plays a riff on his guitar. Tom echoes it on bass, then
      Malcolm on trumpet. Now it's Sebastian's turn. He hesitates.
      And then -- finally -- he plays the riff...

      It doesn't feel so bad. The guys build on the riff. Sebastian
      keeps up with them, trying to let go of his presuppositions.

      After all -- these guys can play...

      The music builds, the whole thing swelling and finally
      CARRYING US TO --

A73   LATER: Sebastian and Keith sit across from each other as
      the other players pack up. Sebastian looks pensive. Noticing --
                              Revision                          47.


                            KEITH (CONT'D)
               I know. It's different.

     Sebastian stays silent. Then, leaning in --

                            KEITH (CONT'D)
               But you say you want to save jazz. How
               are you going to save jazz if no one's
               listening? Jazz wouldn't exist if people
               hadn't gotten tired of what they were
               listening to before.
                      (then,)
               I mean, do you really think a bunch of
               ninety-year-olds in a basement is the
               future of the form? Traditionalists whined
               when Kenny Clarke started dropping bombs.
               If traditionalists had their way, we'd
               still be playing Dixieland.

     Sebastian considers this. As much as he might make a play of
     resisting -- we can tell the words are getting to him...

                            SEBASTIAN
               You're holding onto the past. But jazz is
               about the future.

     A moment. Then --

                            KEITH
               I get it. I got it wrong. Last guy wasn't
               as good as you. But you're a pain in the
               ass, man.

     Sebastian nods. Knows he can't argue with that.

     Another beat.

                            KEITH (CONT'D)
               If it's not your thing, just let me know.
               I don't want you uncomfortable and trying
               to change this into something it's not.
               But if you want it -- the job's yours.

     Sebastian looks at Keith. A moment. He's really weighing
     this. And on that -- his look of uncertainty -- we're --

74   OMIT

75   OMIT

76   OMIT

77   OMIT
                                   Revision                      48.


77pt   INT. SEBASTIAN'S APARTMENT - DUSK

       The door opens. Mia enters. Takes a deep breath. Hears piano.
       Steps forward and sees Sebastian at his piano -- playing a
       melody we've heard before. [CITY OF STARS AS DUET]

       She smiles. Sebastian begins to SING. Mia sits down beside
       him and begins to SING as well. They share a duet -- simple,
       unaffected, hopeful -- the music just perhaps suggesting
       their uncertainty about what they might be about to do...

       As the vocals give way to instrumentation, we're --

A77    OMIT

B77    OMIT

C77    OMIT

78     INT. DINER - DAY

       Sebastian and Keith hunched over paperwork. Sebastian signs...

A78    INT. COFFEE SHOP / STUDIO LOT - DAY

       Mia handing the Manager her apron. She's done with the job...

80     INT. PRACTICE SPACE - DAY

       The band rehearsing in their new PRACTICE SPACE. We see
       Sebastian play, see Keith sing this time...

79     INT. CAFE - DAY

       Mia hunched over her script, obsessively fine-tuning it...

81     OMIT

82     OMIT

83     INT. DESIGNER CLOTHING STORE - DAY

       Sebastian gets dressed up in a new suit...

84     INT. BLACK-BOX THEATER - DAY

       We follow Mia through a BLACK-BOX THEATER in North Hollywood.
       The space is small, simple -- but perfect. We see her haggle
       with the OWNER -- and then light up. They shake hands...

85     INT. GREEN ROOM - EVENING

       Sebastian and the band in a green room, waiting. Sebastian's
       wearing the new suit. Looking sharper...
                                Revision                          49.


86    INT. VINTAGE SHOP - DAY

      Mia looking for PROPS. Another wild assortment -- a TOP HAT,
      a CANE, a DIORAMA of London, rolled-up MAPS, an old GLOBE...

87    OMIT

88    INT. APARTMENT - DAY

      We MOVE IN on a laptop. On it a YOUTUBE video plays -- an
      interview with Sebastian, Keith and the rest of the band...

89    EXT. RIALTO - DAY

      Mia drives by the Rialto theater. It's now CLOSED...

90    INT. SEBASTIAN'S APARTMENT - LIVING ROOM - NIGHT

      Mia sits on the floor, penciling out drawings for her play.
      Costume and poster sketches scattered by her feet. She's
      tired. The clock on the wall reads: 10:54pm.

A90   INT. SEBASTIAN'S APARTMENT - BEDROOM - NIGHT

      Mia gets into bed. Checks her phone. Turns off the light.

B90   INT. SEBASTIAN'S APARTMENT - LIVING ROOM - DAWN

      Sebastian enters the apartment. Checks his reflection in the
      mirror -- a new addition. The clock reads: 4:57am.

C90   INT. SEBASTIAN'S APARTMENT - BEDROOM - DAWN

      Sebastian gets into bed, careful not to wake Mia.

D90   INT. SEBASTIAN'S APARTMENT - LIVING ROOM - MORNING

      Mia crosses through to the kitchen to get herself breakfast,
      careful not to wake Sebastian. The clock: 7:02am.

E90   INT. SEBASTIAN'S APARTMENT - BEDROOM - MORNING

      Sebastian in bed, fast asleep. And WE RETURN TO...

F90   INT. SEBASTIAN'S APARTMENT - DUSK

      ...Mia and Sebastian at the piano, before this latest journey
      began, finishing their song. The last lyrics resonating as
      they look into one another's eyes:

               SEBASTIAN                        MIA
      City of stars...              You've never shined so
                                    brightly.
                              Revision                           50.


     On that -- this image of love, Sebastian playing out the
     final chords on his piano -- WE GO DARK.

     All sound fades out. And then, we hear --

     -- a CROWD CHEERING. [START A FIRE]

     We see -- a white spotlight. It reveals Sebastian. We're --

91   INT. THE ECHO - NIGHT

     Sebastian is on-stage. He's the only musician we can see. The
     floor beyond the stage is FILLED with people.

     Among them, we spot Mia -- beaming with pride. Sebastian sees
     her, smiles to her as he plays a piano intro. Mia grins right
     back, heart swelling...

     A SECOND SPOTLIGHT turns on, illuminating Keith. He SINGS. He
     has a beautiful voice. Mia bobs her head. It's just Keith and
     Sebastian right now, all acoustic, a simple, catchy tune...

     And then -- suddenly -- a DRUM MACHINE SURGES IN -- and --

     BOOM! The entire CLUB is lit up as the MUSIC EXPLODES. A full-
     fledged dance beat and a thick radio-ready electronic track.

     Mia is taken aback. But she keeps bobbing her head -- as the
     crowd around her GOES CRAZY...

     Keith owns the stage, as Sebastian plays out more -- now
     switched to an electronic keyboard, complete with synth
     sounds. We recognize fragments of melody from when Keith and
     Sebastian first rehearsed -- but the tune has been
     transformed beyond recognition. Not a hint of jazz...

     Keith breaks into the CHORUS -- and a TRIO OF BACKUP SINGERS
     are revealed stage-left. The band surges into the song's
     bridge -- and BACKUP DANCERS appear stage-right, scantily-
     clad.

     And then -- the lights go NUTS. It's a full-out LIGHT SHOW
     now, shafts of red, blue, green and orange cutting through
     the dark. The crowd starts CHEERING, pumping their fists...

     Mia looks at Sebastian. He's not fighting any of this. He
     sees her. She smiles. But something is changing in her
     expression...

     She looks at the lights, the singers, the dancers, Sebastian
     and his bandmates in matching magazine-cover-ready outfits.
     She looks at the crowd around her -- their hollers growing
     more and more frenzied as Sebastian launches into a prolonged
     SOLO...
                               Revision                          51.


     Mia looks back at him, takes it all in: Is this really him...?

     As the mass of people swells and moves, Mia finds herself
     PUSHED TO THE SIDE, bit by bit, away from the center...

     She tries to hold her ground, but is edged FURTHER AND
     FURTHER AWAY. Sebastian, deep in his solo, doesn't notice.
     Mia tugs against the tide of the crowd, but to no avail.
     She's pushed to the back of the club, away from the lights
     and into shadow...

     The final chorus begins -- floor-shaking, fist-pounding. We
     linger on Mia's face -- watching as the band feverishly tear
     into their climactic bars, the dancers on-stage and the crowd
     below busting out one last burst of CRAZED CHOREOGRAPHY --
     ending the song just as we SMASH CUT TO A TITLE CARD OVER
     BLACK:

                                FALL

     Silence.

     We take a moment to collect ourselves before --

92   OMIT

93   EXT. / INT. CHINESE RESTAURANT - LOS ANGELES - DAY

     CLOSE on Mia. She looks tired. A bit weathered. She's nursing a
     green tea across from Laura. They've finished eating.

                             LAURA
                Look at him -- watch --

     Mia glances out the window. A MAN in his early 40's has just
     parked, is walking around his car, inspecting it.

                             LAURA (CONT'D)
                Now he's going to check the other window.
                Yep, it's closed. Now he's going to check
                again. Yep, still closed.

     Mia smiles. The MAN enters the restaurant -- greets Mia -- and
     kisses Laura. This is HARRY. Her new boyfriend.

                             HARRY
                Hey. I'm grabbing some pastries, you two
                want anything?

                             MIA
                Thanks Harry, I'm good.
                           Revision                       52.


                       LAURA
          Same here but I think someone's trying to
          break into your car.

Harry rolls his eyes, heads to the front. Laura looks at Mia.

                       LAURA (CONT'D)
          Don't stress about the play. Where's Seb now?

                       MIA
          I think today's San Diego. I'm not sure...

A moment passes.

                       LAURA
          You should come over tonight. Harry's
          cooking, but don't let that stop you.
                 (Mia manages a smile; a beat)
          What's the matter?

                         MIA
          Nothing...

                       LAURA
          You miss him.

                       MIA
          I guess. I'm adapting.

                       LAURA
                 (nods; then,)
          I got used to being alone. Growing up it
          was just me and Seb. We only had each other.

                         MIA
          He told me.

                       LAURA
          I wasn't looking for anybody. Then I met
          Harry and -- we just fit...
                 (Mia smiles)
          You've changed Seb. You know that?

Laura means it positively -- but Mia seems concerned...

                       MIA
          Do you think he's happy?

                         LAURA
          Is he happy?

                       MIA
          I mean with the band, the travel, all of it.
                              Revision                        53.


     Laura shrugs.

                            LAURA
               Our dad never got to do what he wanted.
               We were always treading water, he took a
               job running a washer-dryer store. But
               every night at home he'd play his
               clarinet along to a Benny Goodman record.
                      (a beat)
               So I look at Sebastian... Playing music,
               getting paid for it. I'm happy for him.

     She notices Harry through the window, returning. Her thoughts
     drift.

                            LAURA (CONT'D)
               Dreams change.

     A beat. She looks back at Mia. Sees her worry.

                            LAURA (CONT'D)
               Don't overthink it. He'll be home soon.

     Harry rejoins the table. Hands Laura a sponge cake.

                            LAURA (CONT'D)
               I told you not to get me anything!

                            HARRY
               Oh, right -- I'll eat it I guess.

                            LAURA
               No -- I changed my mind.

     They laugh. Kiss. Tender. Loving. Mia watches...

94   INT. DINER - NIGHT

     Mia eats, her laptop next to her meal. She takes a bite, types.
     We see her screen -- an e-mail draft, glimpses of words: "one-
     woman show", "one night only", "7pm", "I would be thrilled..."

     She thinks. Picks up her phone. Dials Sebastian. Waits. No
     answer.

                            MIA
               Hey it's me... Not sure where you are --
               maybe Boston? Or Dallas? Anyway... I
               haven't heard from you in a while... I
               miss you...
                      (a beat)
               Ok... Bye...

     She hangs up. Resumes typing.
                                   Revision                    54.


95   INT. SEBASTIAN'S APARTMENT COMPLEX / APARTMENT - NIGHT

     Mia walks through the courtyard. Reaches the door. Then hears
     something... Music -- LOUD, FAST JAZZ...

     She enters -- has to jostle the door handle to do so --

     -- and then freezes in place. Sebastian is sashaying around a
     fully-decked table, lighting candles as he moves. He looks
     up, sees her -- and grins.

                                 SEBASTIAN
                  Surprise.

     She lights up. He lifts up silver serving trays, revealing
     what he's cooked. Roast chicken. Pasta.

                                 SEBASTIAN (CONT'D)
                  And...
                         (he hurries to the kitchen --
                          and holds up a big apple pie)
                  There's twenty-five pounds of apples in
                  it. It probably destroyed an ecosystem
                  but it tastes good.

     Mia laughs. Can't believe it. Sebastian looks at her --
     sincere now.

                               SEBASTIAN (CONT'D)
                  I have to head back in the morning but I
                  needed to see you.

     Mia's eyes seem almost on the brink of tears. Beyond moved,
     she runs into Sebastian's arms. A LONG, HEARTFELT KISS...

96   INT. SEBASTIAN'S APARTMENT - EVENING

     CLOSE ON: The record player. An old jazz track. We see Mia and
     Sebastian seated at the table -- eating, drinking, laughing.

                               SEBASTIAN (CONT'D)
                  Feels so good to be home.

                                 MIA
                  Stay.

     He smiles.

                               SEBASTIAN
                  How's the play going?

                                 MIA
                  I'm nervous.
                          Revision                 55.


                        SEBASTIAN
          Why?

                       MIA
          Because...
                 (a beat)
          What if people show up?

                        SEBASTIAN
          Fuck `em!

Laughter. Then --

                       SEBASTIAN (CONT'D)
          You're nervous about what they think?

                       MIA
          I'm nervous to be up on a stage and
          perform in front of people. I'm
          terrified.

                       SEBASTIAN
          They should be so lucky to see it.
                 (then,)
          It's going to be incredible. I can't
          wait.

                        MIA
          I can.

A smile. Beat.

                       MIA (CONT'D)
          What time do you leave in the morning?

                        SEBASTIAN
          6:45.

                        MIA
          Ugh.

                        SEBASTIAN
          Yep. Boise.

                        MIA
          Boise?

                        SEBASTIAN
                 (nods)
          You should come.

                        MIA
          To Boise?
                         Revision                     56.


                       SEBASTIAN
          Yeah, you could knock that off your
          bucket list.

Mia laughs.

                       MIA
          Wish I could.

A beat.

                       SEBASTIAN
          Why can't you?

                       MIA
          Come to Boise?

                      SEBASTIAN
          Yeah.

                       MIA
          Because I have to rehearse.

                       SEBASTIAN
          Can't you rehearse anywhere?

She looks at him.

                       MIA
          You mean anywhere you are?

                       SEBASTIAN
          ...I -- I guess...

                       MIA
          Well, all my stuff is here and my show's
          in a few weeks and -- I don't know, it
          doesn't seem practical...

                       SEBASTIAN
          Right... I just -- we're going to have to
          do things so we can see each other. We
          never see each other.

                       MIA
          I know, but when are you done?

                       SEBASTIAN
          ...What do you mean?

                       MIA
          When are you done with the tour?
                           Revision                   57.


                       SEBASTIAN
          But -- as soon as we're done with the
          tour we go back and record, and then we
          go back on tour.

Mia looks at him. Doesn't seem to understand.

                       SEBASTIAN (CONT'D)
          We tour so we can make the record, and
          then we go back on tour to sell the
          record.

Beat. Mia takes this in.

                       MIA
          So it's...the long haul?

                       SEBASTIAN
          ...What does that mean?

                       MIA
          I mean the long haul -- like, you're
          going to be in this band for a long time.

                       SEBASTIAN
          What did you think I was going to do?

                       MIA
          I don't know, I didn't think the band
          would --

                       SEBASTIAN
          You didn't think we'd be successful.

                       MIA
          No, that's not what I meant. What I meant
          was -- this band -- you're going to be on
          the road for -- what, years now?

                       SEBASTIAN
          Yeah, feasibly -- I could be on the road
          for years with just this record.

Beat.

                       MIA
          Do you like the music you're playing?

                       SEBASTIAN
          I don't know how that matters.

                       MIA
          It matters if you're going to give up
          your dream to be on the road for years.
               Revision                    58.


             SEBASTIAN
Do you like the music I'm playing?

              MIA
Yes. I do.
       (beat)
I just didn't think you did.

             SEBASTIAN
Yeah, well, I --

             MIA
And now I hear you're going to be on the
road for years, and I'm --

             SEBASTIAN
What are you doing? Why are you doing
this?

             MIA
What do you mean why am I doing this?

             SEBASTIAN
This is what you wanted from me.

             MIA
To be in this band?

             SEBASTIAN
To have a steady job.

             MIA
Yes, I wanted you to have a job so you
could take care of yourself and start
your club.

             SEBASTIAN
So I'm doing that. So why aren't we
celebrating?

             MIA
Why aren't you starting your club?

             SEBASTIAN
You said yourself no one wants to go to
that club! No one wants to go to a club
called Chicken on a Stick --

             MIA
Change the name!

             SEBASTIAN
-- and no one likes jazz. Not even you.
                         Revision                         59.


                       MIA
          I do like jazz now, because of you.

                       SEBASTIAN
                 (not listening to her)
          What am I supposed to do? Go back to
          playing "Jingle Bells" so I can save
          money for some Shangri-La club no one
          wants to go to?

                       MIA
          People will want to go to it! People love
          what other people are passionate about.

                       SEBASTIAN
          Not in my experience.

A beat. Mia realizes she's getting nowhere. A moment of
quiet. Then --

                       SEBASTIAN (CONT'D)
          Anyway -- it's time to grow up. You know?
          This is what I'm doing. If you had a
          problem, I wish you would've said
          something earlier, before I signed on the
          dotted line.

                       MIA
                 (trying again)
          You had a dream that you were sticking
          to, that --

                       SEBASTIAN
          This is the dream!

                       MIA
          This is not your dream.

                       SEBASTIAN
          Guys like me go their whole lives and
          never do anything that's liked. I'm
          finally doing something that people
          enjoy. What is wrong with that?

                       MIA
          Why do you care so much about being liked
          -- ?

                       SEBASTIAN
                 (finally bursting--)
          You're an actress, who are you to talk??

Silence. We suddenly realize --
                                 Revision                        60.


     -- the LP has finished. You can hear the needle scratch
     against it now -- back and forth, back and forth. Sebastian
     looks at Mia.

     A moment. Finally --

                            SEBASTIAN (CONT'D)
               Maybe you liked me more when I was a
               failure because it made you feel better
               about yourself.

     Mia looks back at him. Can't believe he said that. Tears
     starting to well in her eyes. She tries to suppress them.

                            MIA
               Are you kidding?

                            SEBASTIAN
               No.

     They stare at each other.

     Then -- all of a sudden -- the FIRE ALARM blares.

     Sebastian turns and sees smoke billowing from the KITCHEN. A
     dish in the oven has started to burn.

     Sebastian rises, springs toward the kitchen -- then sees Mia
     grabbing her things.

                            SEBASTIAN (CONT'D)
               Wait --

     But she's out the door. It slams shut, as Sebastian pulls the
     burnt apple pie from the oven.

     And on that -- WE SMASH CUT TO --

97   OMIT

98   EXT. THEATER - DAY

     A poster, placed on the front of the theater we saw before.
     A title. A name below it: "MIA DOLAN." And a word: "TONIGHT."

     We spot Mia, carrying a box of props. She enters the theater.
     And we're --

99   INT. THEATER - DAY

     The empty theater. Dark. Silent. Then -- a light turns on.
     Mia steps in. We stay WIDE. She seems small from this
     vantage point, surrounded by her props and backdrops. She
     takes a moment. Looks at all the empty seats.
                                   Revision                       61.


      Takes a deep breath. Nervous. And then, nodding to herself --
      you can do this -- she starts setting up...

100   INT. PRACTICE SPACE - DAY

      A BLAST of music. The Messengers have just finished a
      rehearsal. Sebastian packs his stuff, heads toward the exit,
      nodding to the others --

               SEBASTIAN                          COLE
      See you tomorrow.                 See ya.

      -- when --

                                KEITH
                   You good for tonight, right?

      Sebastian stops. Looks at Keith.

                                 SEBASTIAN
                   ...Tonight?

                                KEITH
                   Seven. The photo shoot.
                          (reading Sebastian's face, adding --)
                   Mojo.

      A beat. Sebastian is confused.

                                SEBASTIAN
                   I thought that was next Thursday.

                                KEITH
                   No. It's tonight.

      We linger on Sebastian for a moment...

                                 KEITH (CONT'D)
                   Is that ok?

101   EXT. REHEARSAL SPACE - DAY

      Sebastian stands out front. Checks his watch. Thinks...

102   OMIT

103   INT. THEATER / INT. BACKSTAGE - NIGHT

      People are shuffling into the theater. We DRIFT BACKSTAGE.
      Mia, now in a male suit and tie, watches behind a curtain.
      Checks her phone. 7:04. Breathes in. Nervous, and alone...

      She turns. Nods to the OWNER, off to the side. He heads to a
      switch, and the lights GO DOWN.
                                  Revision                        62.


      You can hear the murmurs beyond the curtain. The audience,
      expecting. Mia tries to get her nerves under control. She can
      do this... Sets her phone aside -- one last breath --

      -- and walks out.

104   OMIT

105   OMIT



106   INT. PHOTO STUDIO - NIGHT

      LOUD MUSIC. It's the band's song, blaring from a speaker.
      They're pantomiming -- the musicians styled and ready for
      their close-ups. A PHOTOGRAPHER grabs shots.

                             PHOTOGRAPHER
                Put a light on the drums... I need more
                fill in this corner...

      We ZERO IN on Sebastian. His hair sticks out at various
      angles. An artfully-undone tie hangs from his neck. He
      fake-plays, as Keith pretends to lay in sampled beats...

      Keith, Tom, Malcolm, Cole -- they all grin, as excited as
      kids. Sebastian looks at them -- then down at his
      elaborate outfit, then back up at the Photographer
      running around, then at his watch...

                             PHOTOGRAPHER (CONT'D)
                Bass, head up. Piano, look down at the
                keys.

      Sebastian does as told, but his thoughts are elsewhere. The
      Photographer moves in close, SNAPPING shots of just him --

                             PHOTOGRAPHER (CONT'D)
                Cut the music. Turn the keyboard live.
                Piano look up, play.

      The track stops. Sebastian stops as well. The CLICKS of the
      Photographer's camera loud now.

                             PHOTOGRAPHER (CONT'D)
                No -- piano -- actually play something.

      Sebastian is still. Then he starts to play a single melody
      on the keys. We recognize it. The first notes of his and
      Mia's song...
                               Revision                        63.


                             PHOTOGRAPHER (CONT'D)
                Good, now bite your lip like you're
                concentrating on a solo.

      Beat. Sebastian stops. Silence. He stares ahead.

                             PHOTOGRAPHER (CONT'D)
                That was good. Don't stop.

      We PUSH IN on Sebastian...

107   INT. THEATER - NIGHT

      We're CLOSE on Mia. In ordinary clothes now.

      Behind her is a wallpapered wall, and a small window. By
      her side are the globe we saw in her room, and other little
      trinkets: a pearl necklace, an old suitcase, a roll of
      maps. Outside the window, projection of a starlit Parisian
      night sky. Completely silent, Mia moves to a lamp, turns it
      off.

      We go BLACK.

      Then -- the house lights go on. White, fluorescent. Thin
      applause can be heard. Mia manages a smile, as we finally see --

      -- that the theater is less than a quarter full.

      Mia takes a bow. Peers out. One seat, in the front row, has a
      "RESERVED" sign on it. The seat is empty.

108   OMIT

109   INT. THEATER - DRESSING ROOM - MOMENTS LATER

      Mia slips inside, holding in her hurt. Starts collecting a
      few outfits -- then overhears two AUDIENCE MEMBERS outside --

                             AUDIENCE MEMBER #1 (O.S.)
                I swear to God, if I have to hear one
                more hipster waxing nostalgic I'm gonna
                slit my wrists.

                             AUDIENCE MEMBER #2 (O.S.)
                Seriously.

                             AUDIENCE MEMBER #1 (O.S.)
                She's not even good. That window
                thing...?

                             AUDIENCE MEMBER #2 (O.S.)
                Christ... Don't quit your day job...
                                   Revision                       64.


      Laughter.

      Mia freezes. The nail in the coffin. The voices fade. She
      slides into a chair.

110   EXT. THEATER - NIGHT

      Sebastian SPEEDING. Screeching to a stop. He's at Mia's THEATER.
      He dashes out and runs to the door.

      But it's locked. No one's in sight. Fuck.

      He spins around, frantic -- when Mia appears from an adjacent
      doorway, alone and carrying her box of props to her car.

                                 SEBASTIAN
                  Mia!

      She turns. Sees him. He runs to her. WRAPS his arms around --

                                 SEBASTIAN (CONT'D)
                  I'm sorry --

      -- and KISSES her. The kind of kiss that might once have
      swept her off her feet. He starts to move with her...

      ...starts to DANCE -- but --

                                 MIA
                  Stop --

      She pulls away. Steps back. Sebastian looks at her. Unmoored.

                               SEBASTIAN
                  I'm -- I'm sorry I missed it -- and I'm
                  sorry I was a dick and I -- I promise
                  I'll make it up to you --

                                 MIA
                  It's over.

      She doesn't say the words with any anger. Just acceptance.

                               SEBASTIAN
                         (a beat; then --)
                  ...What do you mean?

                               MIA
                  I'm done embarrassing myself.

                               SEBASTIAN
                  You didn't embarrass yourself...
                                   Revision                     65.


                              MIA
                 No one showed up. I can't even pay back
                 the theater.

       She says this as though just realizing it. Sebastian looks
       at her. A moment passes. He doesn't know what to say now.

                              MIA (CONT'D)
                 I'm gonna go home for a while.

                              SEBASTIAN
                 ...This is home.

                                 MIA
                 Not anymore.

       Sebastian is silent now. A tear in his eye. He clenches his
       jaw. Mia looks at him one more time, steps into her car, and
       drives off.

       Sebastian lingers. Doesn't move. Silence. Then, music. Soft,
       melancholy, just piano, as...

111    OMIT

A111   OMIT

                                                  ...WE DISSOLVE TO:

112    OMIT

113    EXT. MIA'S CAR - DAY

       Mia drives, boxes stacked in the back.

A113   She gets on the 405... Heading out of the city...

114    EXT. / INT. MIA'S HOUSE - NEVADA - DUSK

       Mia steps inside a modest house. Her MOM is by the door. Hugs
       her. Her DAD stands by the hallway.

115    INT. MIA'S HOUSE - BEDROOM - DUSK

       Mia enters her old bedroom. Slides in a suitcase. Moves a couple
       of boxes from the hall. Looks around. Old photos. Old soccer
       trophies. She sits down on the bed. Takes a breath. And,
       finally, we're...

116    EXT. ORANGE GROVE - DAY

       Laura and Harry's ENGAGEMENT PARTY. We're outside, in a sun-
       dappled grove. A small gathering.
                                  Revision                       66.


      Sebastian plays a baby grand piano -- the source, we realize,
      of the music we've been hearing...

      As he watches   Laura dance with her new fiancé -- this woman he
      has known for   so many years as a romantic cynic, now once
      again full of   all the youthful innocence of first love -- his
      thoughts seem   to drift. The music comes to a close and...

117   LATER: Sebastian with Laura, by the orange trees...

                             LAURA
                You remember the McKenzies?

                             SEBASTIAN
                Oh God, I didn't see them.

                             LAURA
                Yeah. They kept going, "oh Sebastian's so
                handsome".

      Sebastian smiles. Then --

                              SEBASTIAN
                You look beautiful.
                       (beat)
                I hope it was ok. I haven't played in a while.

                             LAURA
                You were great
                       (pause)
                You're always great when you play.

      Sebastian is silent. Then --

                             LAURA (CONT'D)
                Now -- listen to me. I want you to save
                for a down payment. You understand? You
                need a home.

                               SEBASTIAN
                Yes ma'am.

                             LAURA
                I'm not gonna be hovering anymore.

                             SEBASTIAN
                ...You still think New York?

                             LAURA
                I think so. Maybe Boston. I don't know,
                it's exciting...

      Sebastian smiles again. Some calls from the distance --
                                  Revision                     67.


                             LAURA (CONT'D)
                Ah I gotta -- the future in-laws...

      She lights up. Likes the sound of that.

                             LAURA (CONT'D)
                Is my...my hair...?

      Sebastian, without a word, pulls a strand back. Laura smiles,
      kisses him on the cheek. A quiet, tender moment. Then she
      hurries off. Sebastian stands there. Watches...

      WE FADE OUT.

118   INT. SEBASTIAN'S APARTMENT - MORNING

      RINGING. Sebastian is awoken. Groaning, he rolls over. Lets
      the phone ring. It keeps going. Endless... Finally, fed up, he
      reaches for it. Answers --

                                SEBASTIAN
                What...?

                             WOMAN #2 (O.S.)
                Hi, I'm trying to reach Mia Dolan.

      Sebastian is taken aback. He goes to hang up, saying just --

                             SEBASTIAN
                Wrong number.

                             WOMAN #2 (O.S.)
                -- She's not answering her cell and I was
                told I might find her here.

      Sebastian pauses. Hurt by the mere mention of Mia's name --

                             SEBASTIAN
                Yeah, well...not anymore.

                             WOMAN #2 (O.S.)
                Ok. If you do talk to her --

                                SEBASTIAN
                I won't.

                             WOMAN #2 (O.S.)
                -- please tell her Jane at Amy Brandt
                Casting is trying to reach her.

      A beat. Sebastian sits up. Suddenly wide-eyed.

                                SEBASTIAN
                "Casting"...?
                                  Revision                      68.


119   INT. MIA'S HOUSE - KITCHEN - NIGHT

      Dinner has just finished. Mia's Mom gives her a kiss --

               MIA'S MOM                            MIA
      Night, sweetie.                 Night, Mom.

      -- and heads off, as Mia and her Dad stay behind. Getting up
      to scrape the dish --

                              MIA'S DAD
                 You want some more rice?

                                MIA
                 I'm ok.

                              MIA'S DAD
                 You look hungry.

                                MIA
                 I'm good...

      A moment. Mia's Dad puts a few more dishes away, then sits
      back down across from her.

                              MIA'S DAD
                 It's fun having you back. Your mom
                 ditches me at ten.

      Mia laughs. A moment.

                              MIA
                 You took down the swing.

                                MIA'S DAD
                 She made me.

      A smile.

                              MIA'S DAD (CONT'D)
                 I've still got all your old tapes.

                              MIA
                 Oh God. Throw those away.

                                MIA'S DAD
                 Never.

      Just then -- a loud, persistent HONK. Mia's Dad looks up,
      eyebrow raised. Mia turns, hearing it as well. The HONKING
      is nearby -- just outside...

      Mia's thoughts suddenly sharpen. Ears perk up. She's heard the
      honking before:
                               Revision                         69.


      AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHT.

                             MIA'S DAD (CONT'D)
                What the hell...?

      Disbelief on Mia's face. It can't be. She heads to the nearest
      window. There -- at the corner, smack-dab in front of her
      house -- is SEBASTIAN'S CAR.

      A NEIGHBOR angrily yells at him. Sebastian sees Mia. They lock
      eyes. And on that --

120   EXT. MIA'S HOME / SEBASTIAN'S CAR - MOMENTS LATER

      Mia and Sebastian stand next to his car.

                             MIA
                Why did you come here?

                             SEBASTIAN
                Because I have good news.

                             MIA
                Ok...

                             SEBASTIAN
                Amy Brandt. The casting director.

                             MIA
                I know who she is.

                             SEBASTIAN
                She was at your play. And she loved it.
                And she loved it so much that she wants
                you to come audition for a huge movie
                she's got.

      He's brimming over with excitement. But Mia just shakes
      her head.

                             MIA
                I'm not going.

                             SEBASTIAN
                ...Excuse me?

                             MIA
                I'm -- no... That will kill me.

                             SEBASTIAN
                That's it?

                             MIA
                Yes.
                           Revision                    70.


                       SEBASTIAN
          So you're happy here?

                         MIA
          I'm happier.

                       SEBASTIAN
          Why won't you come?

                         MIA
          I told you.

                       SEBASTIAN
          I don't buy it.

                        MIA
                 (finally letting it out, fed up --)
          Because it's another audition!
                 (a beat; then --)
          I've been to hundreds of auditions. Do
          you want to know what happens? Either
          they interrupt me because someone ordered
          a sandwich, or they cut me off after two
          seconds, or I'm crying and they start
          laughing, or I'm one of a hundred
          lookalikes in the waiting room who never
          has a chance, because --
                 (beat)
          -- because --

                       SEBASTIAN
          Because what?

                       MIA
          Because I'm probably not good enough.

                         SEBASTIAN
          Yes you are.

                       MIA
          No. Maybe I'm not.

A beat.

                       MIA (CONT'D)
          Maybe I'm one of those people who's
          always wanted to do it but never had a
          chance. It's a pipe dream. Maybe it's
          like you said. Maybe I need to grow up.

She hesitates. Continues --
                               Revision                         71.


                             MIA (CONT'D)
                I can go back to school. I can find
                something else that I'm supposed to do. I
                left school to give it a shot, and it
                didn't work out, and it took six years,
                and I don't want to do it anymore.

      Beat. But Sebastian isn't giving up.

                             SEBASTIAN
                Why?

                             MIA
                Why what?

                             SEBASTIAN
                Why don't you want to do it anymore?

      Mia thinks about this one for a moment.

                             MIA
                ...Because it hurts a little bit too
                much.

      Sebastian shakes his head. Nope. Won't accept this.

                             SEBASTIAN
                I told them you'd be there at five-thirty
                tomorrow. I'll swing by here before I
                drive back at eight. Either you'll be
                outside or you won't.

      With that, he gets back into his car. Mia is silent. Then --

                             MIA
                How did you find me?

      Sebastian turns. Points. Matter-of-fact --

                             SEBASTIAN
                The house across from the library.

      He drives off. Mia looks up. There, sure enough, is the
      LIBRARY, crouched on the corner. The library that once
      helped set her on her path to acting.

      She looks at it. Thinks...

121   EXT. MIA'S STREET - NIGHT/DAY

      Wide on the street. All is quiet. Night becomes morning...
                                 Revision                         72.


122   EXT. MIA'S HOME - DAY

      Sebastian's car pulls over. He sits there. Sips a coffee, a
      second coffee in the holder. The time: 8:02.

      A moment passes. He taps the wheel. Looks at the house. The
      front door remains closed. No Mia. He leans back. Seems
      worried. Closes his eyes, breathes out. We MOVE CLOSE on him.
      He breathes in and out again...

      He opens his eyes. 8:10. The door's still closed. Resigned,
      he starts his car up, BEGINS TO PULL AWAY, when --

      -- BAM! A KNOCK on the opposite window. He jumps.

      It's Mia. She's just arrived at the car from the other side,
      two just-bought cups of coffee and a bag of pastries in her
      hands. A beat. Sebastian smiles. Then OPENS the door for her.

123   OMIT

124   EXT. PARAMOUNT STUDIO LOT - DAY

      A cloudy late afternoon. Mia and Sebastian slowly walk
      through the lot together. They pass the New York street, the
      murals and posters of classic Hollywood, the old Art Deco
      ornaments and the big soundstages and backdrops. Neither says
      a word...

125   INT. WAITING LOBBY - DAY

      Mia and Sebastian are seated. Waiting. The DOOR opens. An
      ACTRESS exits. A second later --

                               ASSISTANT #2
                  Mia?

      Mia gathers her nerves. Gets up. And steps in.

126   INT. AUDITION ROOM / INT. LOBBY - DAY

      In the room is AMY BRANDT -- mid-forties. Seated behind her
      is the director, FRANK.

                 AMY BRANDT                       MIA
      Hi, Mia.                        Hi.

                               AMY BRANDT
                  I'm Amy, this is Frank. Glad we found you.

      Mia nods. Smiles. A moment.

                               AMY BRANDT (CONT'D)
                  The movie shoots in Paris. There's no script.
                                   Revision                        73.


                              FRANK
                 We want to build the character with you.
                 It's a process. Three-month rehearsal,
                 four-month shoot.

                                MIA
                 ...Ok.

                              AMY BRANDT
                 So why don't you just tell us a story?

                                MIA
                 ...About...?

                              AMY BRANDT
                 About anything.

       Mia nods again. A moment.

                              AMY BRANDT (CONT'D)
                 Whenever you're ready.

       Mia thinks. She takes a breath -- then goes silent again. It
       seems she might be unsure what to do, might even be about to
       choke the audition. We fear she may botch this completely...

A126   WE CUT TO THE LOBBY -- to Sebastian, hearing Mia's silence. On
       edge... Worried...

B126   WE RETURN to the AUDITION ROOM... Brandt and Frank waiting...

                               MIA
                 My aunt lived in Paris for a bit... She
                 used to tell me these stories, when I was
                 growing up, about living abroad...
                        (beat)
                 I remember -- she told me she jumped into
                 the Seine once...

       She pauses, and then continues -- in SONG. [TRACK: AUDITION]

       Yes, this audition is different than the rest, and the switch
       to song signals just that. Mia's nerves fade away -- all the
       accents and fakery of earlier auditions a distant memory. This
       is Mia undisguised -- pure and stark and beautiful...

       She uses the story of her aunt jumping into the river to
       paint a portrait of all the dreamers in the world -- all the
       people who are told they're nuts for pursuing their passion --
       all the so-called "fools" who take the plunge. She sings
       about them and for them. This is why Mia does what she does --
       why she simply has no choice...

       The song ends, and we linger on her for a moment. Then...
                                  Revision                     74.


      ...WE DISSOLVE TO:

127   EXT. GRIFFITH PARK - DAY

      Mia and Sebastian sit on a bench, the Observatory perched
      behind them. The clouds have parted, and it's now a gorgeous
      Los Angeles afternoon, minutes before dusk.

      Sebastian looks at Mia. A moment passes.

                             SEBASTIAN
                When do you find out?

                             MIA
                They said the next couple of days... But
                I'm not expecting to find anything out.

                             SEBASTIAN
                You're going to get it.

                                MIA
                No, I'm not.

                             SEBASTIAN
                You are. I know these things.

      A beat.

                             MIA
                Where are we?

      Sebastian looks at her.

                             SEBASTIAN
                Griffith Park.

                             MIA
                I mean -- where are we?

                              SEBASTIAN
                I know...
                       (beat)
                I don't know.

                             MIA
                What do we do?

                             SEBASTIAN
                I don't think we can do anything. Because
                when you get this --

                             MIA
                If I get this --
                         Revision                           75.


                       SEBASTIAN
          When you get this -- you've got to give
          it everything you've got.

Beat.

                       SEBASTIAN (CONT'D)
          It's your dream.

                       MIA
          What are you going to do?

                       SEBASTIAN
          I've got to follow my own plan. Stay
          here. Get my own thing going. You know...

A moment. Mia nods. Sebastian looks at her again.

                       SEBASTIAN (CONT'D)
          You're going to be in Paris. Good jazz
          there. And you love jazz now.

Mia smiles.

                       SEBASTIAN (CONT'D)
          Right?

                       MIA
          Right.

Another moment. And then, finally --

                       SEBASTIAN
          I guess we're just going to have to wait
          and see.

Mia's eyes well up, just slightly, as she hears this. She
nods.

                       MIA
          You know I'm always going to love you.

                       SEBASTIAN
          I'm always going to love you too.

Beat. Sebastian looks up at the Observatory.

                       SEBASTIAN (CONT'D)
          Look at this view.

                       MIA
                 (playfully)
          I've seen better.
                                 Revision                         76.


                               SEBASTIAN
                Agreed.

      They laugh.

      Then, almost to herself --

                             MIA
                I've never been here during the day.

      Sebastian smiles. A moment.

      We CUT TO WIDE. Sebastian and Mia sit side by side. We linger
      here, our two characters framed by the white-and-green
      Observatory, the rest of L.A. stretching out beyond.

      And then, ever so slowly...

      ...we FADE TO:

                                 WINTER

      A palm tree, a cloudless sky. We PULL BACK -- to reveal it's
      all painted...

128   EXT. STUDIO LOT - DAY

      We're on a studio lot, looking at one of the old painted
      backdrops, of a palm tree and sky. A new title card:

                          Five years later...

      We TILT down to the studio's entryway. A CAR enters.

      A WOMAN steps out. We don't see her face. We FOLLOW her from
      behind. She walks elegantly, poised. The wind picks up a
      strand of her hair. She makes her way down side-streets we've
      seen before, past Parisian-style façades. Then enters a
      COFFEE SHOP we recognize...

129   INT. COFFEE SHOP - DAY

      The eyes inside all look the WOMAN's way. She reaches the
      counter -- and we finally SEE HER FACE:

                             MIA
                Hi... Iced coffee, please.

      MIA looks different. Different haircut, different way of
      handling herself.

      The BARISTA hurries to get Mia's order. We recognize this as
      the shop where Mia used to work. A man who appears to be the
      NEW MANAGER gives Mia the coffee --
                                 Revision                      77.


                               NEW MANAGER
                On us.

                             MIA
                No, no, that's fine.

      Mia hands over a few dollar bills. Then drops another bill into
      the tip jar. The Barista smiles.

130   EXT. COFFEE SHOP - MOMENTS LATER

      Mia exits the coffee shop...and is met by a CREW MEMBER on a
      GOLF CART. She gets on the cart -- and is driven away...

                                                           CUT TO:

      CLOSE ON hands on piano keys, fluttering across the ivories.
      We PULL BACK: it's SEBASTIAN. We're in...

131   INT. JAZZ CLUB - DAY

      ...a small jazz club. Simple, tasteful, cool. Stone arches in
      1940's style. The seats close to the band, the piano in the
      center. The club has the same old-school character as the
      Lighthouse -- but it's not run-down. It's polished, inviting.

      The place is empty save for Sebastian and an EMPLOYEE. It's
      before-hours. Sebastian finishes playing. Feels out the
      lowest keys once more, then the highest. Then turns and --

                             SEBASTIAN
                Alright, I'm done.
                       (gets up)
                Harris did a nice job with it.

                             EMPLOYEE
                Took him long enough.

      Sebastian smiles.

                             SEBASTIAN
                No one touches the instruments. Carson's
                coming an hour early to test levels.

                             EMPLOYEE
                I got a check for you to sign.

                             SEBASTIAN
                How'd we do last month?

                               EMPLOYEE
                Not too bad.
                                Revision                          78.


                             SEBASTIAN
                       (as he signs the check)
                Not too bad is great.
                       (taps the Employee on the
                        shoulder)
                See you tonight.

                             EMPLOYEE
                See you tonight.

132   EXT. CHATEAU MARMONT - DAY

      Mia pulls into the driveway.

133   INT. ROOM - CHATEAU MARMONT - DAY

      She steps inside. Flowers and cards. We glimpse cursive
      "CONGRATULATIONS" written on a few of them. A stack of scripts
      on a nearby table. Her name visible. She drops her things,
      spots someone, goes in to kiss him. A long, tender, loving
      embrace, as we pull back...

      ...and see that it's not Sebastian.

      It's a MAN we haven't seen before: DAVID, mid-thirties. He
      and Mia kiss again. And, running over and grabbing Mia's leg,
      is a TWO-YEAR-OLD GIRL...

134   INT. SEBASTIAN'S APARTMENT - EVENING

      Sebastian steps in. The place is more habitable than his old
      digs. Fully furnished, warm and welcoming. He heads to the
      kitchen, pulls out some pork cutlets he's been thawing. We see,
      sitting on the counter, a Christmas card with a photo attached:
      Laura, Harry, and a FOUR-YEAR-OLD BOY, all gathered on a couch
      and smiling at the camera.

135   INT. SEBASTIAN'S APARTMENT - LATER

      Sebastian eats his meal, in a new shirt and pants. Checks
      his watch.

136   EXT. JAZZ CLUB - DAY

      Sebastian pulls up outside the club. New car, same style.
      Gets out and passes by a movie poster as he walks. We
      can't see the title, but we can catch a glimpse of a face
      on it.

      It's MIA...

137   INT. JAZZ CLUB - NIGHT

      We're back in the club.
                                  Revision                       79.


      It's bustling now -- the BARTENDERS setting up, DOORMEN
      coming in, MUSICIANS sound-checking. Sebastian enters, the
      musicians greet him --

                             DRUMMER
                King Seb!

                             SEBASTIAN
                Hothouse Eddie -- miss me?

                             DRUMMER
                Like the desert misses the rain.

      And then -- we see a SAXOPHONIST we recognize. One of the old
      Lighthouse players.

                             SAXOPHONIST
                Seb -- Edgar's bringing his horn tonight.

                             SEBASTIAN
                Yeah? Tell him to tune it, huh?

                             SAXOPHONIST
                That's not Edgar.

      Laughs, pats on the back.

138   INT. ROOM - CHATEAU MARMONT - NIGHT

      Mia, in a new outfit, crosses the living area and grabs her
      purse and jacket. David is by the door, jacket on as well.
      Mia bends back around a sofa, where the GIRL we saw before is
      seated next to a nineteen-year-old baby-sitter, CHELSEA.

                             MIA
                Bye, sweetie. You be nice to Chelsea.

      The Girl nods. Mia kisses her forehead. Heads to the door.

                             CHELSEA
                Bye, Mrs. Dolan.

139   OMIT

140   INT. CAR - NIGHT

      David drives, Mia seated beside him. They're on the 101.
      Gridlock traffic up ahead.

                             DAVID
                What if we miss this? What do we tell
                Natalie?
                                 Revision                      80.


                             MIA
                We can just see it back in New York...

      David nods. Looks at the time on the car. 8:06.

141   INT. CAR - LATER

      Mia and David are seated. Still not moving. Mia looks at the
      clock again: 8:27.

                             MIA (CONT'D)
                Do you want to just skip it...? Turn off
                here and get dinner?

      David looks at her. Smiles.

                             DAVID
                Alright...

142   EXT. CITY STREET - NIGHT

      Mia and David walk down a street. A few open restaurants and
      bars, a few other closed storefronts. A lot of old, weathered
      buildings: 1930's stucco, Art Deco signs.

      Then -- David's ears perk up. He hears something. MUSIC...

      He looks around. Doesn't see the source. Heads to the end of
      the block, then sees, just up ahead, a few people entering a
      building. Seems to be where the music's coming from...

      Mia heads over, curious. The music grows louder -- sounds like
      a JAZZ COMBO. Mia peeks toward the door...

      ...and then FREEZES.

      The sign on the door reads: "SEB'S". It's written the way she
      drew it for Sebastian, years ago...

      Coming up to her side, oblivious --

                             DAVID (CONT'D)
                This looks fun.

      David edges past Mia. Glimpses the bar inside. Turns to her,
      inviting --

                             DAVID (CONT'D)
                Come on...

      Mia doesn't know what to say. She follows David...
                               Revision                          81.


143   INT. JAZZ CLUB - CONTINUOUS

      Inside, a JAZZ COMBO is tearing through a fast bop chart. The
      seats around the band are almost all occupied. Young fans,
      older couples, passersby trickling in from outside. It's an
      excited crowd, far more varied than what we saw at the
      Lighthouse -- a real range of ages and styles.

      Mia's eyes drift as David heads to the bar. She recognizes the
      images on the walls -- all Sebastian's. Recognizes a stool by
      the bar -- also Sebastian's, formerly Hoagy Carmichael's...

                             DAVID (CONT'D)
                Mia?

      She turns to David. Wavering, unsure what to do, she follows
      him as he manages to find two empty seats close to the
      bandstand...

      The combo finishes. Hearty applause. A young PIANIST rises
      from the keys, waves "thanks".

      And -- just then -- Sebastian appears. Mia looks at him,
      frozen.

                             SEBASTIAN
                       (taking the microphone)
                Manny Halloran, ladies and gentlemen.
                       (more applause)
                I don't know, I told him to play "Jingle
                Bells".

      The crowd laughs. Sebastian smiles, looks at them --

      -- and sees Mia.

      Shock. The two LOCK EYES -- and you can tell it's the first
      time they've seen each other in years.

      A prolonged silence. Sebastian is speechless.

      Then -- forcing himself to keep on a face --

                             SEBASTIAN (CONT'D)
                Welcome to Seb's.

      More applause. Sebastian sits at the piano. Looks at the keys.

      He seems uncertain -- perhaps unsure what to play. He looks at
      Mia. Takes the sight in. Beat. Then looks at his fellow
      musicians. Murmurs to them. Then turns back to the keys --

      -- and finally starts playing.
                                 Revision                         82.


      A quieter tune, just piano, soft and tender and melancholy. A
      melody we -- and Mia -- instantly recognize...

      It's Mia and Sebastian's song.

      Mia looks at Sebastian. He looks at her, then back at his keys.
      This is the most beautiful we've ever heard his playing. The
      most tender, and full of emotion, it has ever sounded.

      We MOVE CLOSER on Sebastian. We recognize this image. It
      recalls the visualization of his dream, back at the RESTAURANT
      that night in winter, years ago. Gradually, as Sebastian
      plays, his surroundings seem to grow DARKER. Slowly, subtly at
      first, with just shifts in lighting, then a shift in
      perspective, the interior of the club changes, and soon...

144   ...we find ourselves back at that same RESTAURANT... Back when
      Mia laid eyes on Sebastian for the first time...

      Within this fantasy-flashback, Sebastian finishes his piece.
      We stick on Mia, watching him as his Boss talks to him. All is
      as before, as we remember it... And sure enough, Mia
      approaches Sebastian as he walks near her, and --

                             MIA
                I just wanted to say -- I saw your
                playing, and I --

      -- but instead of brushing past her --

      -- Sebastian decks her with a kiss for the ages.

      A BURST OF ORCHESTRAL MUSIC. The DINERS in the restaurant spin
      around to face Mia and Sebastian -- and SNAP their fingers in
      time. Even the Boss starts to DANCE. Mia and Sebastian grin --
      and then strut out together, hand in hand... [EPILOGUE]

145   INT. NEW APARTMENT - DAY

      Mia and Sebastian push open a new door -- to their new place.
      It's a shabby one-bedroom -- but it's theirs...

146   INT. LIGHTHOUSE CAFE - NIGHT

      Next, Keith approaches Sebastian at the Lighthouse -- but
      Sebastian immediately shakes his head "no".

147   INT. THEATER - NIGHT

      Sebastian watches Mia perform -- it's the night of her play.
      He stands up to applaud -- and behind him, the entire
      theater, utterly packed, rises as well. A huge standing
      ovation. Mia's ROOMMATES are there, giddy with joy, as are
      LAURA and HARRY...
                                  Revision                          83.


148      INT. STUDIO SOUNDSTAGE - DAY / NIGHT

         Mia and Sebastian walk together outside -- but now that we're
         outside we realize this isn't the real L.A. at all..

         This, in fact, is an L.A. that doesn't exist. A painted-
         backdrop L.A., just like the one we saw Mia pass by when
         parking on the lot...

         The old orange groves and the gabled rooftops and the moss-
         covered bungalows and the ivy-decked lamps, the jacaranda
         trees and the giant hills and Griffith and the Santa Monica
         Pier -- all painted, all props, all figments of a studio-
         backdrop imagination. We've entered a fully fantastical
         realm, the realm of the old Hollywood ballets of the 40's and
         50's...

A148     Everyone DANCES -- the pedestrians and the street performers
         and the cops and the guards... AMY BRANDT races up to Mia --
         seems to beckon her to audition... We see the audition
         silhouetted against a wall... We don't hear Mia sing, but the
         music takes on the melody of her song, carrying us to...

B148     PARIS... Sebastian travels there with Mia... We chart the
         journey through an OLD GLOBE -- the same one we saw Mia use
         for her play -- a miniature plane and dissolves, the old-
         Hollywood-movie way...

         Finally, we find ourselves looking at a PAINTED BACKDROP of
         Paris -- the same one Mia used for her play. The Sacré-Coeur
         and the Arc de Triomphe and the Eiffel Tower etched in bright
         colors, the ornate lampposts and the cobblestones stretching
         before us... And then a sign -- "CAVEAU DE LA HUCHETTE"...

C148     We see a jam session at the Caveau -- a crypt-like jazz club.
         Sebastian plays, on cloud nine...

C148pt   We see a MOVIE SHOOT, Mia surrounded by lights and cranes,
         decked in movie-movie glow.

         We're BACK to the Caveau. The lights go out -- except for the
         TRUMPETER, playing out a lovelorn solo, rim-lit. We MOVE in
         close on his horn -- DIVE into the bell --

D148     -- and emerge into NIGHTTIME PARIS. All painted. Mia and
         Sebastian wander through this wonderland, pedestrians frozen
         around them... Finally, they stop and look at one another...

         And -- as the city lights behind them start to glitter like
         all the stars of the galaxy...

         ...they DANCE.
                                  Revision                        84.


      This is the last time we'll ever see them dance, and they
      seem to recognize that, so graceful and poised are their
      movements... Remember -- this is a romance more perfect than
      a real romance could ever be...

      We DISSOLVE again -- to a projector beam...

      16mm footage plays on a screen, full of scratches and pockets
      of light... Mia and Sebastian sit down to watch together --
      and we see the following moments in brief, vivid GLIMPSES, as
      we move in closer on the imagery:

149   The first home... (16mm)

150   Mia's pregnancy... (16mm)

151   The newborn child... (16mm)

152   The child's first birthday... (16mm)

153   The child's first day of pre-school, all dressed up... (16mm)

      Everything here glows with the warmth of old home movies...
      These are memories, fluttering by, grabbed at random -- and
      yet all concocted, dreamed up out of nothing... The SCORE
      continuing to sway and taking us right up to...

154   Sebastian and Mia, husband and wife, father and mother,
      hiring a babysitter because they've decided to go out for a
      night at the movies... (We're back to 35mm now.) The look
      here is unaffected, just everyday. The MUSIC quiets slightly,
      everything goes more natural, as this happily married couple
      hit the road...

155   ...then find themselves blocked by a traffic jam...then take
      a side route, winding up in another part of L.A...

156   ...then walk down the street, then hear music -- a jazz combo
      playing somewhere...

157   ...and step into a place that looks just like Sebastian's
      club... They sit down to listen...

      And then -- and this is how our imagined montage-musical
      number ends -- the combo's PIANIST, who of course is not
      Sebastian, launches into Mia and Sebastian's melody...

      ...and Mia and Sebastian look at each other, recognizing it.

      The music goes full-circle, back to where it started, as Mia
      and Sebastian look into each other's eyes, lean in and,
      softly, but with all the love in the world...

      ...KISS.
                               Revision                           85.


158   WE CUT BACK TO THE PIANO: Sebastian has just finished his
      piece. We're back to reality. The audience in the club
      applauds.

      Beat. Mia looks at Sebastian. Looks away. A moment passes.

                             DAVID
                Do you want to stay for another?

      She's silent for a second. Then she looks at David.

                             MIA
                No... We should go.

      He nods. They rise from their seats and head for the exit.

      Just as they reach the door, and as David steps out, Mia turns
      and looks back at Sebastian. He looks at her. Their eyes lock.
      A hint of a tear in both...

      And, ever so subtly, for just a fleeting second, Mia smiles.

      It's the kind of smile you could miss if you blinked -- but
      it's enough to signal to Sebastian that she recognized the
      melody he played, and that she still remembers it, and still
      thinks of it to this day...

      Then she walks out the door. Sebastian glances at his fellow
      musicians. Then, he nods, and they launch into a new chart.

159   EXT. STREET - NIGHT

      It's silent outside. You can't hear the music. Mia and David
      reach their car. They get in. It pulls out.

      Passing by Sebastian's club, the car continues on. We stay put,
      the jazz club on one side of the frame, the lights of the car
      on the other. Those lights growing smaller and smaller, before
      finally disappearing into the big L.A. night...

      IRIS FADE OUT.

                               THE END