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                        THE DEVIL WEARS PRADA

                             Written by

                        Aline Brosh McKenna

             Based on the novel by Lauren Weisberger

                                Shooting Draft - September 9, 2005
                               Blue Revisions - September 15, 2005
                               Pink Revisions - September 20, 2005
                                 Green Revisions - October 9, 2005
                               Yellow Revisions - November 9, 2005
                           Goldenrod Revisions - November 14, 2005
                               Salmon Revisions - December 9, 2005
                                              2nd Blue In Progress

       MUSIC UP

       FADE IN


1      ...wiped off by ANDY SACHS, 20's, pretty but not glamorous,            1
       smart but green, hair up in a towel, brushing her teeth. We
       intercut ANDY getting ready and...

       ... we see three or four other GIRLS getting ready too.

1A     A drawer filled with about forty lipsticks slides into                1A
       frame... One of the GIRLS carefully applies shiny lip gloss
       with a brush... ANDY puts on cherry Chapstick...

1B&C   A lacy thong floats through the air... one of the GIRLS pulls        1B&C
       it up her glossy legs... A comfy cotton pair of Jockey
       bikinis is tugged out of a pile... ANDY pulls them on...

1D     A gorgeous pair of slingback heels. One of the GIRLS pulls            1D
       the shoes on while her model handsome boyfriend reclines on
       crisp white sheets, watching her.

1E     A pair of comfortable wedges... ANDY dresses while NATE,              1E
       rumpled, unshowered, wearing an old Alice in Chains t-shirt,
       watches her, reclining in mismatched bed-in-a-bag sheets...

1F&G   A series of quick cuts... ANDY eats a full breakfast -- eggs,        1F&G
       bacon, bagel... One of the GIRLS carefully counts out seven
       almonds and pours a huge cup of black coffee...

1H&I   ANDY straightens a pile of newspaper clips from the Daily            1H&I
       Northwestern with the byline ANDREA SACHS and proudly tucks
       them into her hideous college-graduation-present briefcase...
       One of the GIRLS takes Listerine breath strips, keys and a
       Gucci moneyclip and shoves everything in a tiny Fendi clutch.

2      EXT. NEW YORK CITY -- DAY                                              2

       The GIRLS, looking flawless, fold their legs into taxis and
       town cars as ANDY trots down the street and into the subway.

3      INT. OFFICE BUILDING LOBBY -- DAY                                      3

       ANDY strides into an office building, confident. A GUARD
       stops her. Indicates she sign his clipboard. She signs in.

                  What floor is Elias-Clarke? Human

       Beat. The GUARD just looks at her. What?

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
3   CONTINUED:                                                            3

                 Honey, you want West 57th.

4   EXT. 57TH STREET -- DAY                                               4

    ANDY runs, but she's moving against the pedestrian tide. We
    widen out to see ANDY, bucking the flow like a salmon going

    She gets to an intersection, starts to cross the street...

    ...and just misses being decked by a bike messenger.

5   EXT. ELIAS-CLARKE -- DAY                                              5

    ANDY sees a tower looming in front of her. Elias-Clarke.

    Streaming into the building are the polished GIRLS we saw in
    the opening... their heels click-clack on the concrete...

    They are the CLACKERS of Elias-Clarke. ANDY runs in.

6   OMITTED                                                               6

7   INT. ELIAS-CLARKE ELEVATOR -- DAY                                     7

    ANDY is a shrub in a CLACKER forest. One turns to another.

                           CLACKER #1
                 You look awesome today. I can't wear
                 cropped pants. I look like a whale.

                           CLACKER #2
                 Oh, please. I look terrible. I almost
                 called in fat today.

    ANDY looks at them, then down at herself. If they're fat,
    what am I? Ding! Elevator opens and ANDY exits.

8   INT. ELIAS-CLARKE HUMAN RESOURCES OFFICE -- DAY                       8

    ANDY sits across from SHERRY, 40's. On the wall are covers
    from the Elias-Clarke magazines -- a news magazine, a cooking
    magazine, a fitness magazine... and Runway.

    ANDY is unloading clips from her horrible briefcase.

                 This article was about the Take Back
                 the Night march. This was a four-part
                 series on the impact of busing on the
                 public schools...

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
8    CONTINUED:                                                            8

     SHERRY holds up her finger to stop ANDY talking.

                  I have two positions available. One is
                  assistant to the road test editor of
                  Auto Universe magazine.

                      (forces a smile)
                  And the other one--?

9    INT. RUNWAY RECEPTION AREA -- DAY                                     9

     Sleek, elegant, hard-edged chic. Behind the reception desk is
     an elegant logo that says RUNWAY. ANDY walks over.

                  Hi, I have an appointment with Emily

                            EMILY (O.S.)
                  Andrea Sachs?

     (EMILY (and MIRANDA, later) pronounce ANDREA Ahn-DRAY-a. ANDY
     refers to herself as AN-dree-a.)

     ANDY turns and sees a taller, thinner and, amazingly, more
     groomed CLACKER. This is EMILY. She looks the part of the
     sleek fashionista, but is propelled by a core of barely
     tamped down anxiety. She examines ANDY.

                             EMILY (CONT'D)
                  Human Resources certainly has a
                  bizarre sense of humor.
                      (sigh, annoyed)
                  Follow me.

10   INT. RUNWAY HALLWAY -- DAY                                            10

     EMILY briskly walks ANDY down the hall.

                  Okay, so... I was Miranda's second
                  assistant, but her first assistant
                  recently got promoted so now I'm the

     ANDY glimpses an office in front of them, seductively bright.

                  And you're replacing yourself.

         The Devil Wears Prada     2nd Blue In Progress   12/00/05
10   CONTINUED:                                                             10

                  I'm trying. Miranda sacked the last
                  two girls after only a few weeks. We
                  need to find someone who can survive
                  here. Do you understand?

                  Yes. Of course. Who's Miranda?

                      (eyes widening)
                  You didn't just ask me that. She's the
                  editor in chief of Runway. Not to
                  mention a legend. Work a year for her
                  and you can get a job at any magazine
                  you want. A million girls would kill
                  for this job.

                  Sounds great. I'd love to be

     She smiles. EMILY tries to think how to break it to her.

                  Andrea, Runway is a fashion magazine.
                  An interest in fashion is crucial.

                  What makes you think I'm not
                  interested in fashion?

     EMILY gives her a look. ANDY smiles, like she has no idea
     what EMILY could mean.

     Suddenly, EMILY'S Blackberry goes off. She gasps.

                  Oh my God. No. No, no, no.

                  What's wrong?

11   EXT. ELIAS-CLARKE -- DAY                                               11

     A black sedan pulls to a sudden stop outside the building.

12   INT. RUNWAY - BULLPEN - DAY                                            12

     EMILY begins rapid-fire dialing four digit extensions.

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
12   CONTINUED:                                                          12

                      (all but screaming)
                  She's on her way -- tell everyone!

     Just then a dapper man of about 40 walks briskly by.

                  I thought she was coming in at 9.

                  Her driver text-messaged. Her
                  facialist ruptured a disk. God, these

     NIGEL turns and sees ANDY. Looks at EMILY. Who is that?

                            EMILY (CONT'D)
                  I can't even talk about it.

     No time to discuss. NIGEL calls down the hallway.

                  All right, everyone. Man your battle
                      (beat, bewildered)
                  Did somebody eat an onion bagel?

     Behind him, ANDY tries not to look guilty.

13   EXT. ELIAS-CLARKE -- DAY                                            13

     The sedan door opens. We see only flashes of MIRANDA, what
     she's wearing, not the complete picture yet...

     ...Manolos, Chanel jacket, Van Cleef earrings...

14   INT. RUNWAY - BULLPEN -- DAY                                        14

     ASSISTANTS frantically push clothing rails out of the way.
     EDITORS race into their office.

     ANDY peers in. One of the EDITORS changes from kitten heels
     to sky-high stilettos...

     ...another pulls on a body shaper under her dress...

     ...another hurriedly dumps the remains of her breakfast --
     some cubes of cantaloupe -- into the trash...
         The Devil Wears Prada      2nd Blue In Progress   12/00/05

15   INT. ELIAS-CLARKE LOBBY -- DAY                                          15

     We watch MIRANDA walking through the lobby. We see PEOPLE
     react to her--

     EXECUTIVES bow their heads in respectful greeting.

     MIRANDA maintains a high rate of speed towards the elevator.

     She gets in. The CLACKER inside immediately leaps out.

               Sorry, Miranda.

     MIRANDA doesn't acknowledge her existence.

16   INT. RUNWAY - BULLPEN -- DAY                                            16

     EMILY races to the kitchen (right near their bullpen). Gets a
     glass, reaches into the fridge, pours a Pellegrino. Races
     into MIRANDA'S office. Races back out. Grabs an armful of
     magazines and newspaper from her desk and runs back into
     MIRANDA'S office.

17   INT. RUNWAY - RECEPTION AREA -- DAY                                     17

     ...MIRANDA steps out of the elevator and for the first time
     we see her head-on.

     MIRANDA'S look is so distinctive you can spot her a mile
     away. She is unlike any other beautiful woman, singularly

18   INT. RUNWAY - BULLPEN       -- DAY                                      18

     EMILY types frantically into her computer, presses print,
     stands by the printer waiting, takes the paper out of the
     printer, puts it on a clipboard. Notices ANDY.

               Oh no. You're still here. Go.

     ANDY gets up.

                         EMILY (CONT'D)
               No, stay. I don't want you walking
               past her. Just sit there and I'll pray
               she doesn't notice you marring the

     ANDY sits back down.

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
18   CONTINUED:                                                            18

                      (to herself)
                  Wow, this is like self-esteem camp.

     The rest of the office continues its hubbub...

19   INT. RUNWAY - HALLWAY -- DAY                                          19

     ..until the moment MIRANDA enters the office from reception.

     Instantly, a quiet falls. Everyone looks calm and
     professional. Or fakes it.

     EMILY, phony smile on her face, trots down the hall to walk
     MIRANDA to her office.

                  I don't understand why it's so
                  difficult to confirm an appointment.

                  I'm so sorry, Miranda. I did confirm
                  last night, but--

                  The details of your incompetence do
                  not interest me.

     MIRANDA gestures impatiently. EMILY hands her the clipboard.
     MIRANDA peruses it as they walk down the hall.

                            MIRANDA (CONT'D)
                  Tell Simone I'm not approving the girl
                  she sent in for the Brazil layout. I
                  wanted clean, athletic, and smiling
                  not dirty, tired and paunchy...

     EMILY follows her.

                            MIRANDA (CONT'D)
                  RSVP yes to the Michael Kors party --
                  the car will drop me at 9:30 and wait
                  until I leave at 9:45... Tell Natalie
                  at Glorious Foods for the fortieth
                  time -- no, I don't want the tortes
                  filled with warm rhubarb compote. I
                  want the chopped almonds.

     EMILY jots everything down.

          The Devil Wears Prada      2nd Blue In Progress   12/00/05
19    CONTINUED:                                                            19

                             MIRANDA (CONT'D)
                   Call my ex-husband and remind him the
                   Parent-Teacher conferences at Dalton
                   are tonight. Then call my husband and
                   tell him to meet me for dinner at that
                   place I went with Massimo...


                   And tell Richard I saw the pictures of
                   for the feature on female paramedics
                   and they're all so unattractive. I
                   don't understand. How hard is it to
                   find a decent-looking paramedic?...
                   Also, I need to see what Nigel has
                   called in for Gwyneth's second cover

      MIRANDA stops at EMILY'S desk, takes off her coat, dumps it
      on EMILY'S desk, walks past ANDY, seeming not to notice her.

                             MIRANDA (CONT'D)
                   Who is that?

      Damn. Did notice her. EMILY follows MIRANDA.

19A   INT. RUNWAY - MIRANDA'S OFFICE                                        19A

                   Nobody. Human resources sent her up
                   about the assistant job and I was pre-
                   interviewing her for you, but--

                   I'll do it. The last two you sent me
                   were total disappointments. Send her

19B   INT. RUNWAY - BULLPEN -- DAY                                          19B

      EMILY walks out of MIRANDA'S office. Points at ANDY.

                   She wants to see you.. Go go go....

      And before ANDY walks in, EMILY takes ANDY'S hideous
      briefcase and chucks it under a desk.
         The Devil Wears Prada    2nd Blue In Progress   12/00/05

20   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 20

     ANDY walks in. MIRANDA'S office is chic, clean, walls lined
     with photos by Avedon, Penn, Testino and Meisel.

     We see large framed photo of MIRANDA, her husband STEPHEN and
     her twin GIRLS, CASSIDY and CAROLINE, in the Hamptons.

     The iced Pellegrino sits on a coaster on the desk. A pile of
     magazines is fanned out precisely on a table.

               Who are you?

     ANDY hands her resume to MIRANDA. MIRANDA ignores it.

               My name is Andy Sachs. I recently
               graduated from--

               What are you doing here?

               I think I could do a good job as your
               assistant and--

     MIRANDA gives her a look.

                         ANDY (CONT'D)
                   (fast, blurting)
               I came to New York to be a journalist
               and I sent letters to everyone and I
               finally got a call from Elias-Clarke
               and met with Sherry in Human Resources
               and basically it's this or Auto

     ANDY stops, can't quite believe she said that. MIRANDA takes
     in this burst of honesty.

               So you don't read Runway?


               And before today, you had never heard
               of me?

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
20   CONTINUED:                                                              20


                  And you have no style or sense of

                  That depends on--

                  That wasn't a question.

                  I was Editor in Chief of the Daily
                  Northwestern. I won a national
                  competition for college journalists
                  with a series on the janitor's union --

     MIRANDA holds up her hand.

                  That's all.

     ANDY, startled by the abruptness, keeps talking.

                  --that uncovered the exploitation of--

     MIRANDA stares. ANDY abruptly stops talking. Heads for the
     door. Then she stops and turns.

                            ANDY (CONT'D)
                  Okay, you're right. I don't fit in
                  here. I'm not glamorous or skinny and
                  I don't know much about fashion. But
                  I'm smart, I learn fast and I will
                  work very hard.

     And... MIRANDA says nothing. Just then we hear a voice,
     someone heading into MIRANDA'S office.

                  We got the exclusive on the yellow
                  Cavalli for Gwyneth, the one he showed
                  with a huge feathered headpiece, but
                  she'll look like she's working the
                  mainstage at the Golden Nugget, so

     NIGEL stops when he sees ANDY.

        The Devil Wears Prada       2nd Blue In Progress   12/00/05
20   CONTINUED: (2)                                                           20

                    (to MIRANDA)
                Thank you for your time.

     She summons all her dignity and exits, walking past NIGEL,
     who looks at MIRANDA.

                Who IS that sad little person? Are we
                doing a Before and After piece I don't
                know about?

21   INT. ELIAS-CLARKE LOBBY -- DAY                                           21

     ANDY staggers out of the elevator, catching her breath.
     Suddenly she hears someone calling.


     ANDY turns. And sees EMILY.

22   INT. NATE'S RESTAURANT -- NIGHT                                          22

     Nothing fancy. The kind of place that refills your Sprite.

     ANDY is with two of her friends, DOUG and LILY. DOUG is built
     like a linebacker and very sweet. And her boyfriend, NATE,
     great looking, no vanity. He's the kind of guy who had his
     own radio show in college and played intramural rugby.

     It's the end of NATE'S shift and he's wearing his kitchen
     whites. There are just a few people left in the restaurant
     and at the bar.

                Wow. You got a job at a fashion
                Was it a phone interview?

     ANDY laughs, smacks him playfully.

                Don't be a jerk.

                Miranda Priestly is famous for being

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
22   CONTINUED:                                                            22

                  Okay, how is it that you know who she
                  is and I didn't?

                  I'm actually a girl.

                  That would explain so much.

                  Seriously, Miranda is a huge deal. I
                  bet a million girls would kill for
                  that job.

                  Yeah, it's just that I'm not one of

                  You have to start somewhere. Look at
                  this dump Nate works in. Paper
                  napkins? Hello?

                      (doesn't miss a beat)
                  And Lily works at that gallery doing--
                      (to LILY)
                  What the hell is it that you do?

                  Lucky for me, I have my dream job.

                  You're a corporate research analyst.

                  -- which totally rocks. The free
                  bagels on Thursday? The booze? The

     They look at him.

                            DOUG (CONT'D)
                  You're right. There are no bagels. And
                  only a few whores.

23   EXT. NATE'S RESTAURANT - STREET -- NIGHT                              23

     The pavement is shiny from a recent rain. It's a chilly night
     in March. ANDY and NATE walk home.

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
23   CONTINUED:                                                            23

                  You should see the way the girls dress
                  at Runway. I'm not sure I have
                  anything to wear to work.

                  You're going to be answering phones
                  and getting coffee. You need a
                  ballgown for that?

                  I think I might.

                  I think you look great. Always.

     She smiles. He pulls her in...

                  You are so full of it.

     He laughs, and kisses her.

                  Come on. Let's go home. I can think of
                  something you can do without clothes.

     Just then a Lincoln Town Car comes barrelling up the street
     going way too fast, almost clipping them.

                             NATE (CONT'D)

     He and ANDY give the car the finger, laughing.

24   INT. ANDY AND NATE'S APARTMENT -- DAWN                                24

     Small, with a view of an air shaft. The bed's a futon. On the
     floor. ANDY and NATE are asleep.

     Dim light trickles in. NATE wakes up, pulls ANDY closer. Soon
     they're kissing. Their kisses become more urgent...

     ANDY'S cell phone rings, shrill, annoyingly upbeat. She feels
     around, finding the phone.

                  Hello? Now?

     She looks over at the alarm clock which reads: 6:15 AM.
        The Devil Wears Prada       2nd Blue In Progress   12/00/05

25   INT. RUNWAY -- DAWN                                                      25

     EMILY is in the office.

                Miranda decided to kill the Autumn
                Jacket story for September -- she's
                pulling up the Sedona shoot from
                October. You need to go into the
                office right this second. Pick up her
                coffee order on the way. Write this

26   OMITTED                                                                  26

27   INT. ANDY'S APARTMENT -- MORNING                                         27

     ANDY has tried on every bit of clothing she owns; there's a
     huge discard pile on the floor. Her closet is empty.

     She looks at her outfit in the mirror. And is promptly
     overcome by a wave of self-hatred. No time to fix it.

28   OMITTED                                                                  28

29   EXT. STARBUCKS -- DAY                                                    29

     ANDY, carrying a Starbucks tray loaded with coffee drinks and
     snacks, races up the street, sloshing coffee on her shoes.
     Her phone rings.

                Where are you?

                I'm almost there.

     She runs faster.

30   INT. RUNWAY - RECEPTION -- DAY                                           30

     ANDY steps out of one elevator as NIGEL exits the other. A
     beat. He realizes.


                Yes. She gave me the job.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
30   CONTINUED:                                                            30

                  Clearly my opinion means nothing.
                      (extends his hand)
                  Nigel Kipling. Fashion Director. Let's
                  see what we're working with.
                      (examining her outfit)
                  Wow. It's like Oklahoma and New Jersey
                  had a baby out of wedlock.

                  Actually, I'm from Cincinnati.

                  No, it's not possible. Not you.

     As ANDY heads off down the hall...

                  Welcome to the dollhouse, Baby.

31   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 31

     MIRANDA is standing by the door to her office as LUCIA, a
     beautiful Brazilian woman who is one of the Senior Editors,
     walks in with a couple of FASHION ASSISTANTS.

                  Is there a reason my coffee is not
                  here? Was I unclear in some way?

     EMILY looks panicked.

32   INT. RUNWAY - BULLPEN -- DAY                                          32

     ANDY races down the hall, carrying the coffee to the bullpen.
     Before ANDY can even say hello--

                  I hope you know this is a very
                  difficult job for which you are
                  totally wrong and if you mess up MY
                  head is on the chopping block.

     EMILY takes the coffee, brings it into MIRANDA'S office,
     walks back out to her desk.

                            EMILY (CONT'D)
                  Okay, first of all, you and I answer
                  the phones. The phone MUST be answered
                  every single time it rings.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
32   CONTINUED:                                                            32
                            EMILY (CONT'D)
                  Phones roll to voicemail, she gets
                  very upset. If I'm not here, you are
                  chained to this desk.

                  What if the building's on fire or my
                  appendix explodes or something?

                  One time an assistant left the desk
                  because she sliced her hand open with
                  a letter opener. Miranda missed
                  Lagerfeld right before he boarded a 17
                  hour flight to Australia. She now
                  works at TV Guide.

                  Man the desk at all times. Got it.

     The phone RINGS. EMILY picks it up.

                  Miranda Priestly's office. She's not
                  available. I'll tell her you called.
                  Yet again.
                      (back to ANDY)
                  Remember, you and I have totally
                  different jobs. You run errands, you
                  get coffee, etcetera. I am in charge
                  of her schedule, her expenses, her
                  appointments. And, most importantly...
                      (big drumroll, she beams)
                  I get to go with her to Paris for
                  Fashion Week in the fall.

     EMILY points to her Arc de Triomphe screensaver.

                            EMILY (CONT'D)
                  I get to wear couture, go to all the
                  shows, all the parties, meet all the
                  designers. It's divine.
                      (sighs happily, then,

        The Devil Wears Prada     2nd Blue In Progress   12/00/05
32   CONTINUED: (2)                                                         32
                          EMILY (CONT'D)
                Okay, stay here. I'm going to the art
                department to give them the Book.

     EMILY shows ANDY a thick scrapbook.

                          EMILY (CONT'D)
                The Book is a mock-up of everything in
                the current issue. We deliver it to
                Miranda's apartment every night and
                she returns it in the morning with her
                notes. The second assistant is
                supposed to do it, but Miranda is very
                private and doesn't like strangers
                going to her house. So until she
                decides you're not a psycho, I get the
                lovely task of waiting around for the

                How do I prove I'm not a psycho?

                I have no idea.

     And with that, EMILY pivots and walks away. ANDY looks
     around, unsure.

                Wait. What do I do if--

     EMILY keeps walking. And sure enough, the phone rings. ANDY
     looks at it.

                          ANDY (CONT'D)
                Oh no.
                    (takes a breath, picks up)
                Mrs. Priestly's office.
                    (beat, wincing)
                That's what I meant. Miranda
                Priestly's office.

     She searches around for a pen.

                           ANDY (CONT'D)
                She's in a meeting. Can I take
                message? I'm sorry. Can you spell
                    (they hang up)
                Guess not.

     She hangs up. Takes a breath. Okay. Got through one call.

       The Devil Wears Prada   2nd Blue In Progress   12/00/05
32   CONTINUED: (3)                                                       32

     Just then JOCELYN, the attractively tomboyish accessories
     editor, walks out of MIRANDA'S office.

                Run-through at 3, shoot 8 am tomorrow.
                Of course. No problem.

     JOCELYN glares at ANDY.

                          JOCELYN (CONT'D)
                Who the hell does she think I am,

                Hi, I'm Andy, I'm the new--

                Great. Fantastic. If you'll excuse me,
                I gotta go pull a bunch of fringe
                purses out of my ass.

        The Devil Wears Prada       2nd Blue In Progress   12/00/05
32   CONTINUED: (4)                                                           32

     ANDY turns and sees NIGEL walking down the hall carrying a
     pair of stunning Dolce slingbacks. He holds out the shoes.

                I guessed 8 1/2.

                That's very nice of you, but I don't
                need those. Miranda hired me. She
                knows what I look like.

                Do you?


     We hear MIRANDA clearly. She's not yelling. She never yells.

                            MIRANDA (CONT'D)

                She means you.
                    (nudges her)

     ANDY takes a deep breath.

33   INT. RUNWAY - MIRANDA'S OFFICE                                           33

     ANDY appears in the door. MIRANDA is talking to PAUL, the art
     director, who is showing her a layout.

                It's too dark. I can't see any of the

                ...I think he intended to use shadow
                to show the contours of the...

                And what is this? I want the title of
                the layout to bleed over the left side
                of the photo...

                I see, well, we needed room for the
                typeface to pick up the lines of the
                dress, which is cut on the bias, so

       The Devil Wears Prada    2nd Blue In Progress   12/00/05
33   CONTINUED:                                                            33

                  No, no, no. That's not what I want. I
                  made that abundantly clear...

     MIRANDA looks up and sees ANDY.

                            MIRANDA (CONT'D)
                  There you are, Emily. How many times
                  do I have to scream your name?

                  Actually, it's Andy.

     MIRANDA gives ANDY a look. And ANDY notices she's brought the
     room to a screeching halt.

                            ANDY (CONT'D)
                  My name is Andy. Andrea, but people
                  call me Andy.

        The Devil Wears Prada       2nd Blue In Progress   12/00/05
33   CONTINUED: (2)                                                           33

                What a fantastic story. So
                entertaining and full of useful

     MIRANDA looks at her. And smiles. Terrifying.

                          MIRANDA (CONT'D)
                I need ten or fifteen skirts from
                Calvin Klein...

                What kind of--

                Please bore someone else with your
                questions. Make sure we can get Pier
                59 at 8 am tomorrow... Remind Jocelyn
                I want to see a few of those satchels
                Marc is doing in the pony... And tell
                Simone I'll take Frankie if Maggie is
                not available tomorrow... And did
                Demarchelier confirm?


                Get him on the phone.

     As ANDY leaves --

                             MIRANDA (CONT'D)
                And Emily.

     ANDY turns.


     And MIRANDA doesn't say anything. Just looks at ANDY'S shoes.
     Then back up at ANDY. Her message unmistakable.

34   INT. RUNWAY OFFICE - BULLPEN -- DAY                                      34

     ANDY flies out of MIRANDA'S office, races over to the desk,
     pulls on the Dolces. MIRANDA immediately calls out...

                Do you have Demarchelier?

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
34   CONTINUED:                                                              34

     ANDY tries to look the name up in the address book on the

                  Demarchelier... Demarchelier...

     Just then EMILY appears behind ANDY. She dials the phone.

                  I have Miranda Priestly calling.
                      (calls out)
                  I have Patrick.

     She flips the call to MIRANDA. Then turns to ANDY, who's
     slightly panicked.

                  She called me in and asked me about
                  Pier 59. She said something about
                  Simone and Frankie and someone else.
                  And she needs skirts from Calvin
                  Klein. I think that's the most
                  important thing, but I couldn't tell.
                  Oh, and there was something about a

                  Did she say which skirts?
                      (ANDY shakes her head No)
                  Did she say what kind?
                  Color? Shape? Fabric?
                      (No. No. No.)

                  I tried to ask her, but--

                  You never ask Miranda. Anything.
                  All right, I'll take care of the other
                  stuff. You go to Calvin Klein.


                  I'm sorry. Do you have a prior
                  commitment? Is there some hideous
                  pants convention?

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
34   CONTINUED: (2)                                                          34

                So I just, what, go down to the Calvin
                Klein store and ask them--

     EMILY rolls her eyes so hard they almost eject from her head.

                You're not going to the store.

                Of course not. I'm going... to his

                    (oh god why me?)
                You are catching on quickly. We always
                send assistants to a designer's home
                on their very first day. You're going
                to his showroom. I'll give you the

                Sorry. Got it. What's the nearest
                subway stop?

                Good God. You do not. Under any
                circumstances. Take public

     On ANDY. I don't?

35   EXT. ELIAS-CLARKE -- DAY                                                35

     ANDY steps out. Sees a Black Lincoln Town Car. She smiles.

36   EXT. ELIAS-CLARKE/INT. TOWN CAR -- DAY                                  36

     ANDY rides uptown. She looks around -- the magazines, the
     tiny bottles of water, the little dishes of candy. The
     driver, ROY, looks at her in the mirror.

                Miranda's new assistant. Congrats.


     ANDY takes some candy.

        The Devil Wears Prada        2nd Blue In Progress   12/00/05
36   CONTINUED:                                                                36

                  You know--

                  You're going to say a million girls
                  would kill for my job.

                  Actually, I was going to say those
                  Jelly Beans are seven years old.

     ANDY puts the candy back.

37   EXT. CALVIN KLEIN SHOWROOM -- DAY                                         37

     ANDY looks up at the showroom. Her phone rings again.

                            MIRANDA (O.S.)
                  Are you there?

                  I'm about to walk in. I'll call you as
                  soon as--

     Click. Her phone immediately rings again.

                            EMILY (O.S.)
                  While you're out... Miranda needs you
                  to go to Hermes and pick up twenty
                  five scarves we ordered for her.
                  Cassidy forgot her homework at Dalton,
                  pick that up. And Miranda went out to
                  meet with Meisel, she'll want more
                  Starbucks when she gets back.


38   INT. CALVIN KLEIN SHOWROOM -- DAY                                         38

     LIZ, the sales rep, brings out a rack of skirts for ANDY.

                  You must be new. Congratulations.
                  People would KILL for your job. I
                  would. I love Miranda. She's such an
                  icon. I've dealt with her a couple
                  times, but I'm sure she doesn't

     Just then ANDY'S phone rings.

           The Devil Wears Prada       2nd Blue In Progress   12/00/05
38     CONTINUED:                                                                  38

                              MIRANDA (O.S.)
                    What do they have?

       ANDY looks at the rack, searching for the right terminology.

                    There's a um, variety of skirts. Let's

       LIZ mouths "Is that her?" ANDY nods. LIZ smiles.

                              MIRANDA (O.S.)
                    Who's there? Who are you dealing with?

                    I'm sorry. What's your name?


                    It's Liz.

                              MIRANDA (O.S.)
                    Get away from her. She is useless and
                    unattractive. Ask for Ivan, tell him
                    we're doing a reshoot tomorrow and
                    need at least ten skirts.

       Click. ANDY looks at LIZ.

                    What did she say?

                    Is Ivan in by any chance?

                    I'll get him.

39 & 40 OMITTED                                                                39 & 40

41     INT. RUNWAY - BULLPEN -- DAY                                                41

       ANDY walks in, laden with stuff and more coffee and snacks.
       EMILY springs up.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
41   CONTINUED:                                                            41

                  Oh my God. What took you so long? I
                  have to pee.

                  You haven't peed since I left?

     Just then MIRANDA walks through, dumps her coat on ANDY'S
     desk and walks into her office.

                  You do the coat.

     She points to the closet. ANDY quickly hangs up the coat.

                            EMILY (CONT'D)
                  Now, be prepared. The run-through is
                  at 12:30 and people are panicking, so
                  the phone is going to be ringing off
                  the hook.

                  The run-through. Right.

     Clearly, she has no idea what a run-through is.

                  The editors bring in options for a
                  shoot and Miranda chooses. She chooses
                  every single thing in every single
                  issue. Run-throughs are a huge deal.

     And indeed ANDY can see EDITORS running in and out of their
     offices, rack of clothes and accessories flying.

                  Is it always like this?

                  No. Sometimes it's busy.

     Just then the tallest, thinnest and most intimidating
     CLACKER, the severely dressed, highly snobby SERENA, walks

                            EMILY (CONT'D)
                  After the loo, Serena and I are going
                  to lunch.
                      (to SERENA, re: ANDY)
                  This is her. The new me.

       The Devil Wears Prada   2nd Blue In Progress   12/00/05
41   CONTINUED: (2)                                                       41

     SERENA eyes ANDY with disbelief.

                          EMILY (CONT'D)
                I told you.

                I thought you were kidding.

                Oh, no. I was quite serious.

     EMILY turns to ANDY.

                          EMILY (CONT'D)
                I get twenty minutes for lunch, you
                get fifteen. When I come back, you can

     As ANDY watches EMILY and SERENA'S thin hips as they move
     down the hall, talking about how absurd ANDY looks.

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
41   CONTINUED: (3)                                                          41

                You eat lunch?

42   INT. ELIAS-CLARKE CAFETERIA -- DAY                                      42

     A pasta bar. Deserted.

     A pizza station. Not a soul.

     A salad bar. Girls crowd the lettuce area, though no one's
     within a mile of the dressing region.

     ANDY races over to the deserted soup station. Quickly ladles
     some corn chowder into a bowl. NIGEL walks by with his tray.

                Corn chowder. Interesting choice.

     ANDY looks at him, confused.

                          NIGEL (CONT'D)
                You do know that cellulite is one of
                the ingredients of corn chowder.

     They walk over to the register, which has a long line. A few
     GIRLS are openly gaping, amazed that ANDY selected chowder.

                None of the girls here eat anything?

                Not since 2 became the new 4 and 0
                became the new 2.

                I'm a 6.

                Which is the new 14.

     ANDY dips a piece of bread in her chowder, eats it. Seeing
     this, two of the CLACKERS gasp in horror...

     Then ANDY notices she's dripped on her blouse. She dabs it.

                          NIGEL (CONT'D)
                Something tells me you've got more
                polyblend where that came from.

                Okay. You think my clothes are
                hideous. I get it, okay?
        The Devil Wears Prada         2nd Blue In Progress   12/00/05
42   CONTINUED:                                                                 42
                            ANDY (CONT'D)
                  But I'm not going to be working in
                  fashion forever. I don't see any
                  reason to change everything about
                  myself because I have this job.

                  You're right. That's what this multi-
                  million dollar industry is all about.
                  Inner beauty.

     Just then NIGEL'S phone rings. He picks up, listens.

                            NIGEL (CONT'D)
                  Miranda wants us upstairs. Chairman's
                  on his way down to her office.

     CLOSE ON... ANDY'S corn chowder and NIGEL'S salad being
     chucked in the garbage.

43   INT. ELIAS-CLARKE - ELEVATOR -- DAY                                        43

     ANDY and NIGEL get in. IRV RAVITZ is already riding up.
     NIGEL nods, deferential.

                  Mr. Ravitz.

                  Nigel.    Issue going well?

                  Our biggest September ever.

                  Great. I heard Miranda killed Autumn
                  Jackets and pulled up the Sedona
                  shoot. What's that costing me?

                  About 300,000.

                  Must have been some lousy Jackets.
                  But I'm sure she knows what she's


     IRV glances over at ANDY, offers his hand.

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
43    CONTINUED:                                                            43

                   Irv Ravitz.

                   I'm sorry... this is Andy Sachs,
                   Miranda's new assistant.

                   Congratulations, young lady. A
                   million girls would kill for that job.

      The elevator opens.       IRV nods to NIGEL and exits.

                       (to ANDY)
                   Chairman of Elias Clarke. You know
                   what they say, tiny man, huge ego.
                       (checks his watch)
                   We should have taken the stairs.

43A   OMITTED                                                               43A

43B   OMITTED                                                               43B
        The Devil Wears Prada   2nd Blue In Progress   12/00/05

44   OMITTED                                                              44

45   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                45

     Accessories are spread out on the floor in basket trays.
     Clothes are on racks. MIRANDA clicks through the racks.

                No... No... No... I swear I don't
                understand why it's so difficult for
                you to pull together a decent run-
                through. You had hours to prepare...
                    (continues clicking)
                Where are all the advertisers?

                We have some pieces from Banana
                Republic and--

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
45   CONTINUED:                                                            45

                  We need more.

     MIRANDA holds up a skirt. Shows it to Nigel.

                            MIRANDA (CONT'D)
                  What do you think?

                  You know me. A full ballerina skirt
                  with a hint of saloon and I'm on

                  Is it too much like the--

                  --LaCroix from July? I thought of
                  that, but with the right accessories,
                  it could work...

     MIRANDA nods. He's right of course.

                  Where are the belts for this skirt?

     JOCELYN races over and holds up two belts. MIRANDA studies
     them. ANDY looks at them too. To us, and to her, they look
     exactly the same.

                  Tough call. They're so different.

     ANDY lets out a little giggle. And it's like she set off a
     grenade. Slowly everyone turns to her.

                  Is something funny?

                  No, no, no. It's just...

     And MIRANDA says nothing. ANDY twists in the wind.

                            ANDY (CONT'D)
                  It's just that both of those belts
                  look the same to me. I'm still
                  learning about this stuff, so--

     And the silence is deafening. Everyone looks to see what
     MIRANDA will do.

       The Devil Wears Prada   2nd Blue In Progress   12/00/05
45   CONTINUED: (2)                                                       45

                This... stuff? Okay. I understand. You
                think this has nothing to do with you.
                You go to your closet and select, say,
                that lumpy blue sweater because you're
                trying to tell the world that you take
                yourself too seriously to care about
                what's on your body. What you don't
                know is that your sweater is not blue.
                It's not even sky blue. It's cerulean.
                You also don't know that in 2002, De
                La Renta did a collection of cerulean
                gowns, Yves St. Laurent showed a
                cerulean military jacket, Dolce did
                skirts with cerulean beads, and in our
                September issue we did the definitive
                layout on the color. Cerulean quickly
                appeared in eight other major
                collections, then the secondary and
                department store lines and then
                trickled down to some lovely Casual
                Corner, where you no doubt stumbled on

        The Devil Wears Prada   2nd Blue In Progress   12/00/05
45   CONTINUED: (3)                                                       45
                          MIRANDA (CONT'D)
                That color is worth millions of
                dollars and many jobs. And here you
                are, thinking you've made a choice
                that exempts you from the fashion
                industry. In truth, you are wearing a
                sweater that was selected for you by
                the people in this room. From a pile
                of stuff.

     She smiles at ANDY. Who quakes.

                          MIRANDA (CONT'D)
                That's all.

46   INT. ANDY & NATE'S APARTMENT -- NIGHT                                46

     ON ANDY at home, pacing. She changes out of her work clothes
     into sweats while NATE makes her what looks to be the
     tastiest grilled cheese in history.

                You should have seen the look she gave
                me. I thought the flesh was going to
                melt off her face.

     NATE laughs.

                          ANDY (CONT'D)
                It's not funny. She could be the most
                horrendous person I've ever met. She's
                not happy unless everyone around her
                is panicked, nauseous or suicidal. And
                all the Clackers just WORSHIP her...
                    (off his confused look)
                They call them Clackers. Their
                stilettos in the marble lobby...
                clack, clack, clack...

     She pulls an ancient Northwestern sweatshirt over her head.
     She starts eating the grilled cheese, gesturing angrily with
     it as she talks.

                          ANDY (CONT'D)
                And they all act like they're curing
                cancer or something. The amount of
                time and energy they spend on things
                that DON'T MATTER!!! Poring over these
                minute details. And for what?

        The Devil Wears Prada      2nd Blue In Progress   12/00/05
46   CONTINUED:                                                            46
                            ANDY (CONT'D)
                  So tomorrow they can spend an extra
                  300,000 dollars reshooting something
                  that was probably fine to begin with?
                  To sell people things they don't need?

     She puts down the sandwich.

                            ANDY (CONT'D)
                  God, I'm not even hungry anymore.
                  Maybe that's why everyone there is so

                  Gimme that. There's about eight
                  dollars worth of Jarlsberg in there.

     He takes the sandwich, takes a bite.

                  I just have to stick it out for one
                  year. Then I can do what I came to New
                  York to do. I can't let Miranda get to
                  me. I won't.

                  Easy, Killer.

                  And give me that sandwich.

                  Oh, no way. It's mine now.

     She grabs it away from him. He chases her, trying to get it

47   INT. RUNWAY - BULLPEN -- DAY                                          47

     MIRANDA walks past ANDY. ANDY puts her best face on.

                  Good morning, Miranda!

     Thwack!  Miranda's coat lands on Andy's desk.

                  Get me Isaac.

     We see ANDY look through the computerized address book, find
     the number.

     Thwack! Another coat lands on ANDY'S desk.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05

47A    INT RUNWAY - MIRANDA'S OFFICE                                      47A


       MIRANDA pushes her plate of scrambled eggs across the desk.

                  These eggs are frigid.

47B    EXT. DINER STREET -- DAY                                           47B

       CUT TO: ANDY runs out of the diner, sprinting, holding
       MIRANDA'S eggs.

47C    INT. RUNWAY BULLPEN -- DAY                                         47C

       Thwack! Another coat.

                  Pick up the Polaroids from the
                  swimwear shoot.

47D    INT. STUDIO -- DAY                                                 47D

       ANDY opens the door onto in a narrow room filled with semi-
       naked women changing into bikinis.

       Someone points ANDY towards the STYLIST... on the other side.
       She picks her way across, trying not to stare and, in an
       effort to avoid brushing against a body part, she veers into
       a rack of clothing, sending it clattering into the wall.

47E    INT. RUNWAY BULLPEN -- DAY                                         47E

       Thwack! Another coat.

                  The brakes in my car are making a
                  weird noise. Take it in.

47F    EXT. STREET --   DAY                                               47F

       CUT TO: ANDY, driving a Porsche up the street, brakes
       squealing. She's terrified.

47FA   INT. RUNWAY BULLPEN -- DAY                                         47FA

       Thwack! Another coat.

                  We need the hat from the finale of the
                  Zac Posen show.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05

47FB   EXT. BRYANT PARK -- DAY                                            47FB

       We see ANDY carrying the "hat" -- a funny, over-the-top
       concoction (at least 30 inches tall, perhaps with a
       taxidermied bird in it or something such...). People stare.

47G    INT. RUNWAY BULLPEN -- DAY                                         47G

       Thwack! Another coat.

                  The girls need new boogieboards for
                  spring break.

47H    INT. -- DAY                                                        47H

       ANDY walking down the street with two custom-painted boogie
       boards under her arm. ANDY'S phone rings. She picks up.

                            EMILY (V.O.)
                  They also need flip flops.

       ANDY does a 180 with the boogie boards, almost decking some

47I    INT. RUNWAY BULLPEN -- DAY                                         47I

       Thwack! Another coat.

                  Pick up my shoes from Manolo.

47J    EXT. STREET -- DAY                                                 47J

       CUT TO: ANDY carrying a huge Manolo bag filled with shoe

47K    INT. RUNWAY - MIRANDA'S OFFICE -- DAY                              47K

                  ...and while you're out, get Patricia.

47L    EXT. STREET -- DAY                                                 47L

       Widen out to reveal she's not only carrying the luggage,
       she's also fighting Patricia, a St. Bernard on a leash.

47M    INT. RUNWAY - BULLPEN                                              47M

       Thwack! Another coat! Thwack! Another coat! Thwack! Thwack!
       The Devil Wears Prada   2nd Blue In Progress   12/00/05

48   INT. RUNWAY - BULLPEN -- DAY                                         48

     ANDY is at her desk, exhausted, head in hands.

                Get me Isaac!

        The Devil Wears Prada       2nd Blue In Progress   12/00/05
48   CONTINUED:                                                               48

     And this time, without consulting the Rolodex or even lifting
     her head much, ANDY dials the number by heart.

                  I have Isaac.

     Widen out to see EMILY. A beat.

                            ANDY (CONT'D)
                  Wow. Thank God it's Friday, huh?

     EMILY ignores her, busy assembling a stack of lookbooks to
     return to the Art Department.

                            ANDY (CONT'D)
                  My Dad's coming in from Ohio this
                  weekend. We're having dinner tonight.
                  Then we're seeing "Chicago"...

     EMILY says nothing.

                            ANDY (CONT'D)
                  You doing anything fun this weekend?


     EMILY walks away.

49   EXT. ANDY & NATE'S APARTMENT -- EVENING                                  49

     We see ANDY'S dad, RICHARD, distinguished, if a few pounds
     overweight, is ringing the doorbell to ANDY'S apartment.

     ANDY calls down.

                  Dad! I'll be right down!

50   INT. UPSCALE RESTAURANT -- NIGHT                                         50

     ANDY and her DAD are at an upscale, quiet restaurant. He
     hands her an envelope.

                  Here. Don't want you to get behind
                  in your rent.

                  How did you--
                  I'm gonna kill Mom. Thank you.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
50   CONTINUED:                                                            50

     She tucks it in her purse. They smile at each other.

                            ANDY (CONT'D)
                  It's so good to see you. You want
                  to start grilling me now or should
                  we wait until after dinner?

                  Thought I'd let you at least enjoy
                  the bread basket first.

                  Oh, just go ahead.

                  We're just a little worried. We get
                  emails from you at your office at 2
                  am, your pay is terrible, you don't
                  get to write anything...

                      (still trying to keep it
                  Hey. Not fair. I wrote those e-

                  I'm just trying to understand why
                  someone who was accepted to
                  Stanford Law turns that down to be
                  a journalist and now you're not
                  even doing that--

                  Oh please. Not this again.

                  Why did you even bother applying to
                  law school?

                  Because it's what you wanted. This is
                  what I want.

                  This? Being a secretary?

                  I'm an executive assistant.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
50   CONTINUED: (2)                                                        50

                You hang coats, you go to Starbucks,
                you're a secretary, Andy.

                You have to trust me. Being Miranda's
                assistant opens a lot of doors. Emily
                is going to Paris with Miranda in a
                few months, she'll meet editors and
                writers from every important magazine.

     But RICHARD still looks dubious.

                          ANDY (CONT'D)
                Dad, I swear. This is my break. This
                is my chance. This is my--

     Just then the cell phone rings. ANDY looks down at it.

                            ANDY (CONT'D)

     RICHARD looks at her.

                          ANDY (CONT'D)
                I have to get it.

     ANDY picks up her cell phone.

51   INT. MIAMI INTERNATIONAL AIRPORT -- NIGHT                             51

     MIRANDA is surrounded by crowds heading home for the weekend.

                My flight is cancelled... Some absurd
                weather problem.

     She starts moving through the airport.

                          MIRANDA (CONT'D)
                I have to get home. Tonight. The twins
                have a recital at school tomorrow

52   INT. UPSCALE RESTAURANT -- NIGHT                                      52

     RICHARD looks at ANDY.

                Absolutely, Miranda. Let me see what I
                can do.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
52   CONTINUED:                                                            52

     She hangs up, looks at RICHARD.

                            ANDY (CONT'D)
                  I'm so sorry, Dad. I have to deal with

53   EXT. STREET -- NIGHT                                                  53

     QUICK CUTS of ANDY on the cell phone as she and RICHARD walk
     through Times Square.

                  I need a jet from Miami to New York...
                      (jump cut)
                  A jet, any kind of jet...
                      (jump cut)
                  Yes, tonight, right now.
                      (jump cut)
                  From Miami to New York.
                      (jump cut)
                  As soon as possible. Please call me
                  back as soon as the situation changes.
                      (jump cut)
                  I'm trying, Miranda. No one is flying
                  out because of the weather.

     Throughout, ANDY gestures to her Dad... I'm sorry. This will
     just take a second.

54   INT. MIAMI INT'L AIRPORT -- NIGHT                                     54

     MIRANDA looks out the window at the squall.

                  Please. It's just drizzling. Someone
                  must be getting out. Call Donatella
                  and get her jet. Call everyone with a
                  jet -- Irv, Armani...

                            ANDY (O.S.)

     And MIRANDA hangs up.

55   EXT. THEATER -- NIGHT                                                 55

     A few minutes later. ANDY stands there, clutching her phone,

                  Andy, come on. Let's go in.

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
55   CONTINUED:                                                            55

                  I've done everything I could think of.
                  I don't know what else to do.

     ANDY's phone rings again. RICHARD looks at her.

                            ANDY (CONT'D)
                  I'm sorry, Dad.
                      (she picks up)
                  Miranda, you don't understand. Even if
                  I get you a plane, they won't let you
                  take off tonight and--

                  Emily. Stop making excuses. GET ME

     She hangs up.

                  Oh my God. She is going to murder me.

                  Would it help if I talked to her?

56   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 56

     ANDY stands in front of MIRANDA'S desk, cowed.

                  The girls' recital was wonderful. They
                  played Rachmaninoff and everyone loved
                  it. Except for me... because I was not

                  I'm so sorry, Miranda.

     MIRANDA turns away from the window to look at ANDY.

                  Do you know why I hired you?

     ANDY shakes her head. MIRANDA turns to face her.

                            MIRANDA (CONT'D)
                  I always hire the same girl, stylish,
                  slender, worships the magazine. And
                  often they turn out to be
                  disappointing and stupid.

     ANDY blanches.

        The Devil Wears Prada        2nd Blue In Progress   12/00/05
56   CONTINUED:                                                                56

                            MIRANDA (CONT'D)
                  But you, with your fancy resume and
                  your big speech about your so-called
                  work ethic-- I thought you would be
                  different. I thought, go ahead, take a
                  chance, hire the smart, fat girl.

     ANDY'S eyes widen (she's not even remotely fat, of course.)

                            MIRANDA (CONT'D)
                  I had hope. I always have hope. But
                  you're as disappointing as anyone

                  I did everything I could think of--

                  That's all.

     And she goes back to her work. ANDY stands there a second,
     then leaves. And we see her eyes start to well.

57   INT. RUNWAY - BULLPEN -- DAY                                              57

     ANDY comes out of the office, biting back tears. She
     immediately starts running down the hall.

                  Excuse me, where do you think you--

     ANDY keeps running.

58   INT. RUNWAY - NIGEL'S OFFICE -- DAY                                       58

     ANDY walks in, very upset. NIGEL looks up, surprised.

                  She hates me, Nigel.

                  And that's my problem because -- wait,
                  no. Not my problem.

                  I need your help. I don't know what to
                  do. It's like I'm completely beneath
                  her contempt.

                  So quit.

       The Devil Wears Prada    2nd Blue In Progress   12/00/05
58   CONTINUED:                                                            58

     She looks at him. What?

                            NIGEL (CONT'D)
                  We could replace you in five minutes.
                  With someone who really wants this

                  That's not fair. I'm lucky to be
                  working for Miranda -- I didn't get
                  that at first, but I do now. I want to
                  be here. But it just seems like no
                  matter how hard I try, I don't do
                  anything right.

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58   CONTINUED: (2)                                                        58

                Andy, please. Be serious. You're not
                trying. You're whining.

     She looks shocked.

                          NIGEL (CONT'D)
                You want me to say poor you, Miranda
                is picking on you? She's just doing
                her job. Wake up, Six. You're working
                at the place that first published some
                of the major artists of the century --
                Halston, De La Renta, Lagerfeld. And
                what they made is cooler than art,
                because you live your life in it -- I
                mean, not you, but some people. This
                is not just a magazine. It's a shining
                beacon of hope for, oh, I don't know,
                say a young boy growing up in Rhode
                Island with six brothers, pretending
                to go to soccer practice when he was
                actually at sewing class and reading
                Runway at night under the covers with
                a flashlight.

     He picks up steam as he talks.

                          NIGEL (CONT'D)
                You have no idea how many legends have
                walked these halls and what's worse,
                you don't care. Because this is a
                "stepping stone" for you. This place,
                that people would die to work, you
                deign to work. And you want to know
                why she doesn't give you a kiss on the
                forehead and put a gold star on your

                Okay, fine!

     He looks at her.

                          ANDY (CONT'D)
                You're right. I'm screwing this up.
                And I know this could be a big break
                for me. I'm going to try harder, I
                promise. But there's one thing I can't
                do by myself.

     She looks at him. He realizes what she's asking.

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58   CONTINUED: (3)                                                        58

                Oh, no. No way...

                You do it with the other girls.

                The other girls are different. They
                really want it.

                Please, Nigel. Don't make me beg...

     He looks at her, thinking...

59   INT. RUNWAY - CLOSET -- DAY                                           59

     NIGEL swings open the door to...

     ...a large room piled high with shoes, bags, clothes, furs,
     jewelry. ANDY follows, looking around at everything.

                I don't know what you expect me to do.
                These are all sample sizes -- 2 and 4.

     He thinks, hands her an item.

                A... poncho?

                You'll take what I give you and you'll
                like it.

     He looks around, assessing everything with a practiced eye.
     Then he starts flings clothing at ANDY.

                          NIGEL (CONT'D)
                Versace peasant skirt -- we can pull
                it up, belt it, make it a dress... Miu
                Miu boyfriend cardigan... Alberta
                Ferretti dress -- smocked, very
                forgiving. And let's find you some
                Chanel. You're in desperate need of

     As she catches the clothing.

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59   CONTINUED:                                                            59

                            NIGEL (CONT'D)
                  Don't just stand there. We have to get
                  you to the beauty department too. And
                  God knows how long that will take.

60   INT. RUNWAY - BULLPEN -- DAY                                          60

     EMILY is talking to SERENA.

                  I have no idea why Miranda hired her.

                  Me, neither. The other day we were in
                  the Beauty Department and she held up
                  the Shu Uemura eyelash curler and said
                  "What is this?"

     They laugh at the total absurdity of this.

                  I knew from the moment I saw her that
                  she was a complete and utter--

     And suddenly ANDY appears in her gorgeous clothes, her make-
     up impeccable, hair soft, loose and pretty.

     She looks grown-up, sexy and above all sophisticated.

                            EMILY (CONT'D)
                      (voice trailing)

     ANDY sits down at her desk, pretends she didn't hear her.
     EMILY is still staring. ANDY'S phone rings.

                  Miranda Priestly's office. She's not
                  in. I'll leave word.

     She hangs up. EMILY is still gaping.

                            ANDY (CONT'D)
                      (in EMILY'S posh accent)
                  Can I help you, luv?

61   EXT. NATE'S RESTAURANT -- NIGHT                                       61

     ANDY waits for NATE outside his restaurant in the alley. He
     walk out, bantering with a couple other cooks. He starts to
     walk away, going...

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61   CONTINUED:                                                            61

     ...right past ANDY. Stops. Walks back a few steps.

     He looks her up and down, stunned.

                  What do you think?

                  I think we better get out of here
                  before my girlfriend sees me with you.

     She smiles, grabs his hand and walks him down the alley. To
     where her town car is waiting.

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61      CONTINUED: (2)                                                       61

                   Wanna lift, stranger?


62      EXT. ANDY & NATE'S APARTMENT -- DAY                                  62

        We see ANDY exit her apartment, wearing a fabulous outfit...
        she walks behind a newsstand, emerging from the other side...
        in a completely different fabulous outfit...

62A&B   EXT. SUBWAY -- DAY                                                 62A&B

        She goes into the subway, then comes out of the subway in yet
        another great outfit...

62C&D   EXT. STARBUCKS -- DAY                                              62C&D

        She enters Starbucks... emerges wearing another outfit, heads
        down the street... and walks behind a bus, emerging from the
        other side in one more fantastic outfit...

62E     EXT. ELIAS-CLARKE -- DAY                                            62E

        Each outfit over the course of the montage improves on the
        one before... until we see ANDY walking in the plaza of Elias-
        Clarke, indistinguishable now from all the other CLACKERS.

62F     INT. RUNWAY - RECEPTION - DAY                                       62F

        Andy walks through the reception area, walks behind a wall,
        and continues through the hallway in another fabulous outfit.

63      INT. RUNWAY - MIRANDA'S OFFICE                                       63

        ANDY enters. Sets a glass of Pellegrino down on the table.
        Just then MIRANDA enters, on the cell phone.

                   The gowns are fabulous, Ralph. We're
                   using the burgundy for the cover try
                   and the lemon chiffon for the goddess

        And just then she looks up and sees ANDY. The transformed
        ANDY. And her reaction of approval is tiny, but it's there.

        Of course she keeps talking like she didn't notice a thing.

64      OMITTED                                                              64
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65   INT. BAR -- NIGHT                                                    65

     ANDY joins her friends and NATE. She plops an expensive,
     fancy Bang & Olufsen phone on the table.

                Bang & Olufsen. Charlie Rose sent it
                to Miranda for her birthday.

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65   CONTINUED:                                                              65
                            ANDY (CONT'D)
                  I looked it up online. It's 750
                  dollars. She doesn't want it, so Emily
                  told me to keep it. Oprah sent a
                  present. So did Jessica Simpson. And
                  Nelson Mandela.

                  All for a woman who doesn't need
                  anything. Perfect.

     She reaches into her bag, hands out perfume, cosmetics. Etc.

                  Here... A bunch of Kiehl's, some Mason
                  Pearson hair brushes...

                  Dammit, I love your job.

     DOUG picks up one of the perfume bottles and is about to
     spray it on his hand when ANDY stops him.

                  It's called "Pink". For women.

                  Men can be pink. I have a pink side.

                  Please. We're eating.

     ANDY hands LILY a blue purse. LILY gasps.

                             LILY (CONT'D)
                  Where did you get this? This is the
                  new Marc Jacobs, sold out everywhere.
                  It's nineteen hundred dollars. I can't
                  take this.

     But LILY'S already happily transferring her things from her
     old purse into the new one.

                  Sure you can.

                  Why do women need so many bags? You
                  get one, it holds all your junk,
                  aren't you done?

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65   CONTINUED: (2)                                                          65

                Fashion is not about utility, Nate. An
                accessory is merely a piece of
                iconography used to express individual

                And it's preeeetty.

                That too.

                Thing is, it turns out there's a lot
                more to Runway than fancy purses...
                you know who's coming into the office
                Friday? John Updike.

                Why, does he need a sweater?

     They all laugh. ANDY plucks the current issue of Runway out
     of her purse.

                    (a bit peeved)
                Look, there's a piece by Jay
                McInerney, an essay by Joan Didion, an
                interview with Christiane Amanpour

                Look who's drinking the KoolAid.

     She gives him a look. Just then ANDY'S cell phone rings.
     MIRANDA. NATE grabs it.

                Give me the phone.

     He checks the name on the phone.

                Oh, look. The Dragon Lady. Of course.

                Give me the phone.

     ANDY grabs for the phone. NATE tosses it to LILY.

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65     CONTINUED: (3)                                                          65

                   I'll talk to her. Tell her she needs
                   to get her own scrambled eggs.

       She tosses it to DOUG. ANDY practically tackles him, grabs
       the phone away.

                   Come on, guys. Give me the phone!

       They are all stunned by her vehemence. Including ANDY.

                               ANDY (CONT'D)
                   Hello, Miranda.
                   Fine. No problem. I'm leaving right
                        (hangs up)
                   You guys didn't need to be such

       She exits. And all her friends exchange a look.

66 & 67 OMITTED                                                            66 & 67

68     EXT. JAMES HOLT'S LOFT -- NIGHT                                         68

       ANDY pulls up in front of a loft building in Tribeca.

69     INT. JAMES HOLT'S LOFT -- NIGHT                                         69

       ANDY rings the buzzer. No answer but she can hear VOICES
       behind the door. She pushes it and it opens. Inside is a loft
       with a party going on.

       ANDY looks around -- it's one of those New York parties you
       think you'll never be invited to. She walks over to one of
       the super hot women.

                   I'm looking for James Holt...

       She points to a handsome man by the window. JAMES HOLT, one
       of the top designers, 40's, muscular, tan, impeccable.

       ANDY walks over to him.

                             ANDY (CONT'D)
                   Hi, I'm Andy. I'm picking up for
                   Miranda Priestly.

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69   CONTINUED:                                                               69

                  You must be the new Emily. Let me see.

     He checks her out. Looks at her handbag.

                            JAMES (CONT'D)
                  Open-woven leather, pieced by hand and
                  finished with a suede trim. Who made
                  this fantastic thing?



     He hands her a folio with a handle.

                            JAMES (CONT'D)
                  It's a sketch of Miranda's dress for
                  the benefit, the centerpiece of my
                  spring collection. Top secret stuff.

     ANDY takes the folio.

                  I'll guard it with my life.

                  Come on. You work for Miranda, you
                  must be in desperate need of hard

     He walks her to the bar. She tries not to stare at the party
     GUESTS... is that Lenny Kravitz? Is that Julian Schnabel?

                            JAMES (CONT'D)
                      (to the BARTENDER)
                  She'll have the punch.
                      (hands her the punch)
                  It's deadly. Have fun!

     And he walks away. ANDY clutches the glass of punch.

                  He's right. I had the punch at James's
                  last party, woke up in Hoboken wearing
                  nothing but boxers and a cowboy hat.

     She looks over. Sees a great-looking, sophisticated man in
     his 30's who has an air of mischief. CHRISTIAN THOMPSON.

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69   CONTINUED: (2)                                                       69

                Hi. I, um... I have to go.

                But you want to stay. You've never
                been to a party like this.

                God, I love it when total strangers
                tell me how I feel.

                That's my way.
                    (extends his hand)
                Christian Thompson.

                Christian Thompson? You're kidding.
                You write for every magazine I love. I
                actually reviewed your collection of
                essays for my college paper.

                Did you mention my good looks and
                killer charm?

                No, but I did point out some factual
                errors and a penchant for
                confessional semi-fiction that borders
                on self-indulgent.

                You and the Times.
                And what do you do?

                Well, I want to work somewhere like
                the New Yorker or Vanity Fair. I'm
                also a writer, but--

                Is that right? I should read your
                stuff. Send it over.

                Thank you. That would be great.
                Anyway, for now I'm Miranda Priestly's

     And his expression immediately changes.

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69   CONTINUED: (3)                                                           69

                You're kidding. Oh, that's too bad.
                You'll never survive Miranda.

                Excuse me?

                You're smart, you're nice, you have a
                point of view. You can't do that job.

     ANDY hands him her glass of punch.

                I have to go.

     She starts to leave.

                Let me guess. You have a boyfriend
                waiting. From... not high school...
                college? Nice-looking guy, devoted,
                about to ask you to move in with him,
                but you're not sure...

     She stares at him. Appalled. And, you know, intrigued.

                You. Are not a nice person.

                Nice to meet you, Miranda girl.

     He walks away. Steam practically pours out of her ears.

                For your information, he's really
                handsome. And we already live

     This doesn't cause him to turn around, though it does cause a
     few other people to stare. ANDY walks away, embarrassed.

70   EXT. ANDY & NATE'S APARTMENT -- NIGHT                                    70

     ANDY'S walking back towards her and NATE'S apartment, holding
     the folio. She crosses paths with NATE.

                You got the nuclear briefcase from the
                undisclosed location. I'm proud of

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70   CONTINUED:                                                            70

                  Where are you going?

                  Doug and some of his banker buddies
                  are playing Texas Hold `Em at his
                  apartment. Gonna go get me some of
                  that Wall Street cash.

                  But I came back so we could hang out.

                  Man, I'm sorry. You didn't make that
                  crystal clear when you stormed off
                  after calling me an asshole.

                  Okay, look, I'm sorry about that--

     He gives her a kiss.

                  I'll see you later, okay?

     Just then NATE'S cell phone rings. NATE picks up.

                            NATE (CONT'D)
                      (the way ANDY talks to
                  Sure, Doug! I'll get on it ASAP! A six-
                  pack? No problem. Budweiser or
                  Michelob? Chilled? Of course...

     ANDY looks at him, hand on hip as he walks away. Very funny.

71   OMITTED                                                               71

72   INT. RUNWAY - MIRANDA'S OFFICE -- LATER -- DAY                        72

     We see MIRANDA, studying the sketches JAMES sent over, spread
     out in the folio.


     ANDY walks into MIRANDA'S office.

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72     CONTINUED:                                                              72

                              MIRANDA (CONT'D)
                    Call James Holt's office. Tell them I
                    want to move the preview to today at
                    12:30. And tell everyone else. Be
                    ready to leave in half an hour.

73 & 74 OMITTED                                                            73 & 74

75     INT. RUNWAY - HALLWAY -- DAY                                            75

       NIGEL looks surprised.

                    They're not expecting us until
                    Tuesday. Did she say why?

                    Yes, she explained every detail of her
                    decision-making, then we brushed each
                    other's hair and gabbed about American

                    I see your point.

76     EXT. STREET -- DAY                                                      76

       MIRANDA and ANDY ride along in heavy traffic. MIRANDA is
       tapping her foot, impatient.

                              ANDY (O.S.)
                    What's a preview, anyway?

                               NIGEL (O.S.)
                    Miranda insists on seeing all the
                    designer's collections before they
                    show them.

                              ANDY (O.S.)
                    And she tells them what she thinks?

                              NIGEL (O.S.)
                    In her way. There's a scale. One nod,
                    good. More than one nod -- very good.
                    There is only one actual smile on
                    record -- Tom Ford, 2001. If she
                    doesn't like it, she shakes her head.

76A    INT. TOWN CAR -- DAY                                                   76A

       Finally she leans forward to HENRY, the driver.

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76A    CONTINUED:                                                                76A

                    Just let us out here.

       She gets out. ANDY scrambles to grab her stuff and follow.

77     INT. RUNWAY - DAY                                                          77

       NIGEL shakes his head.

                    And then there's the pursing of the

                    What does that mean?


78 & 79 OMITTED                                                               78 & 79

80     INT. JAMES HOLT'S LOFT -- DAY                                              80

       MIRANDA walks in the elevator. ANDY hesitates, unsure if
       she's permitted to be in the elevator with her. Okay, fine.

81     INT. JAMES HOLT'S ELEVATOR -- DAY                                          81

       Beat. MIRANDA and ANDY ride up together.

                    Last time I was here, James was having
                    this cool party and--
                         (off MIRANDA's look)
                    --and this is why you don't like
                    people riding up in the elevator with

       MIRANDA smiles a tight little smile. Precisely.

82     EXT. JAMES HOLT'S LOFT -- DAY                                              82

       Another town car pulls up and NIGEL, LUCIA, JOCELYN and some
       of the other Runway editors and assistants pile out.

83     INT. JAMES HOLT'S LOFT -- DAY                                              83

       MIRANDA walks in. JAMES is standing there with his staff and
       his Public Relations team. JAMES is clearly buzzing.

                    Miranda. Great to see you.

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83   CONTINUED:                                                               83

     MIRANDA diligently kisses both of his cheeks.

                            JAMES (CONT'D)
                  You got the sketches for your dress.

                  Yes. I did.

     Beat. And she conspicuously does not say she liked them.

                               MIRANDA (CONT'D)
                  Thank you.

     And her tone is very remote. And now we can see JAMES really
     start to quake.

     MIRANDA arranges herself on the Mies daybed, legs folded,
     ramrod straight. The other RUNWAY editors -- NIGEL, JOCELYN
     and LUCIA and their assistants, stand behind MIRANDA.

     JAMES and his people stand off to the side as a few fit
     MODELS begin walking out in various outfits.

                  This season I started to think about
                  the intersection of East and West...

     No one in the room watches anything except -- MIRANDA'S

     As JAMES speaks, we dissolve from outfit to outfit. JAMES is
     trying desperately to impress MIRANDA. He's practically tap-

                            JAMES (CONT'D)
                  I didn't want to do, say, a blonde in
                  a kimono. It's more about capturing
                  the Eastern sensibility in the Western
                  woman. Kind of Uma Thurman in Kill
                  Bill in a kick ass dress with an obi
                  belt. The modern woman as Geisha meets
                  rock star, with a little Desperate
                  Housewives thrown in.

     Suddenly, there's a glimpse of movement from Miranda -- could
     it be a nod? Everyone holds their breath.

     No, she's just straightening her glasses.

                            JAMES (CONT'D)
                  And this, of course, is the dress
                  we're making for you.

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83   CONTINUED: (2)                                                      83

     An overly busy red dress with too many fashion ideas being
     attempted at one time.

                          JAMES (CONT'D)
                A lush Asian fabric, tailored, but
                with a bit of movement to work against
                the modernism.

     And suddenly, there it is, the kiss of death. The dreaded
     pursing of the lips.

84   EXT. STREET -- DAY                                                  84

     The Runway team files out, MIRANDA first. ANDY and NIGEL walk

                    (sotto voce)
                She pursed her lips and because of
                that he's going to change his entire

                You still don't get it, do you? Her
                opinion is the only one that matters.

     MIRANDA, about to get into the town car, turns to ANDY.

                Make sure you confirm my dinner with--

                --Galliano at Pastis. Done.

                And I need to see the look book for
                the November denim shoot.

                It's in the car.


     MIRANDA turns to leave, pauses.

                          MIRANDA (CONT'D)
                Oh, and you'll be bringing The Book to
                my home tonight. Emily will give you
                the key, Andrea.
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85   OMITTED                                                            85

86   INT. RUNWAY -- DAY                                                 86


     A key, as EMILY hands it to ANDY.

                Guard this with your life.

                Of course. If I can deliver the Book,
                that means I must have done something
                right, that she doesn't think I'm
                psycho. Oh, and she actually called me
                Andrea instead of Emily. Isn't that

                Yeah. Whoopee. Okay, now, it's very
                important that you do EXACTLY what I'm
                about to tell you.

87   INT. RUNWAY - BULLPEN -- NIGHT                                     87

     We hear EMILY'S voiceover as we see this happening.

                          EMILY (V.O.)
                The Book is assembled by 10 or 10:30,
                so you must wait around until then.

     We see ANDY, waiting. The area around MIRANDA'S office is
     totally quiet.

88   INT. RUNWAY - MIRANDA'S OFFICE -- NIGHT                            88

     ANDY drifts in and looks at MIRANDA'S office -- the pictures
     of her with everyone from Desmond Tutu to Paris Hilton.

     Then ANDY walks over to MIRANDA'S pristine white couch. Sits
     on it. Hell, why not. Lies down on it. Gingerly. Then--

                Book's ready!

     And ANDY startles and falls completely off the couch.
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89   INT. RUNWAY - MIRANDA'S OFFICE -- NIGHT                            89

     An editorial ASSISTANT brings ANDY The Book. It's heavy.

                          EMILY (V.O.)
                You'll be delivering Miranda's dry
                cleaning with the book.

     We see ANDY removing the dry cleaning from the closet --
     about a dozen garments on hangers.
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90    EXT. STREET/INT. TOWN CAR -- NIGHT                                   90

      ANDY whisks across town. It's late, the streets are quiet.

                            EMILY (V.O.)
                 The driver will take you to Miranda's

90A   EXT. STREET -- NIGHT                                                 90A

      ANDY unloads the car and walks up the flight of stairs in
      front of the townhouse, carrying the book and dry cleaning.
      She takes out a key.

                           EMILY (V.O.)
                 Let yourself in.

      ANDY takes a deep breath and turns the lock.

91    INT. FOYER -- NIGHT                                                  91

      ANDY steps into a marble-floored foyer with a large staircase
      looming right in front of her.

92    OMITTED                                                              92

93    INT. RUNWAY - BULLPEN -- DAY                                         93

      On EMILY, intense.

                 Do not talk to anyone. Do not look at
                 anyone. That is of the utmost
                 importance. You must be invisible. Do
                 you understand?

94    OMITTED                                                              94

95    INT. MIRANDA'S FOYER -- NIGHT                                        95

      ANDY steps inside, her footsteps echoing through the foyer.

                           EMILY (V.O.)
                 Open the door, walk across the foyer,
                 then hang the dry cleaning in the
                 closet across from the staircase.

      ANDY looks. There are two identical doors on each side of the
      staircase. Dammit.

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95   CONTINUED:                                                                 95

                            EMILY (V.O.) (CONT'D)
                  And leave the Book on the table with
                  the flowers.

     ANDY looks. There are one, two, three tables... all in
     different areas of the house. She looks very confused.


     Suddenly she hears a noise. She looks up and sees two girls
     of about 12, CASSIDY and CAROLINE, peering down the

                  It's that door. On the left.

     ANDY hangs the dry cleaning. The girls call down.

                  You can give us the Book.

                  We'll give it to her.

     ANDY shakes her head. No no no.

                  It's okay. Come on up.

                  But I can't... Shh...

                  It's okay.

     And ANDY, unsure what to do, starts to walk up the stairs.
     She gets about halfway up when she hears voices...

     MIRANDA and her husband, STEPHEN are in the dining room, a
     sliver of which is visible from the foyer.

                  What did you want me to do? Walk out
                  in the middle of a photo shoot?

     ANDY freezes.

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95   CONTINUED: (2)                                                       95

                I rushed out of an investment
                committee meeting early, then I sat
                there waiting for you for almost an

                We were in a loft near the Seaport. My
                phone didn't work. I told you.

                ...and I knew what everyone in the
                restaurant was thinking. There he is,
                waiting for HER again--

     And as he says this he stops, curious. There on the stairs,
     head peeking into the second floor, is ANDY, frozen.

     With the TWINS smiling at her.

     And before ANDY can stop herself, her eyes float over to
     STEPHEN'S. Eye contact. Her heart does a flip. And her eyes
     dart over to MIRANDA and they make eye contact as well...

     ... and MIRANDA gives ANDY a look of utter coldness, disgust
     and judgement. ANDY freezes.

96   EXT. STREET -- NIGHT                                                 96

     ANDY closes the door to the townhouse, heart pounding.

97   INT. ANDY & NATE'S APARTMENT -- NIGHT                                97

     ANDY crawls into bed next to NATE, heart racing, and looks up
     at the ceiling, freaking out.

98   INT. RUNWAY - BULLPEN -- DAY                                         98

     ANDY walks in, already bracing herself, and runs into EMILY,
     emerging from MIRANDA'S office, very upset.

                Okay, before you start freaking out,
                it wasn't such a big deal. The twins
                said hello, I said hello back, then I
                went upstairs and gave the book to

                You went upstairs? Oh my God. Why
                didn't you just climb into bed with
                her and ask for a bedtime story?

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98   CONTINUED:                                                              98

                  You're right. I made a mistake.

                  Don't you understand? If you get
                  fired, that might jeopardize Paris for
                  me. And if that happens, I will search
                  every Blimpie's in the tri-state area
                  until I find you and kill you.

                  Wait a second. She's going to fire me?

                  I don't know. She's not happy.

     And they hear MIRANDA'S voice, ringing out from the office.


     ANDY and EMILY exchange a look. Oh, boy.

99   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                   99

     ANDY walks in, apprehensive.

                  Miranda, about last night, I--

                  I need the new Harry Potter book for
                  the twins.

                  Of course. I'll run down to Barnes &
                  Noble right now.

                  Did you fall down and smack your
                  little head on the pavement?

                  Not that I can recall.

                  We have all the published Harry Potter
                  books. The girls want to know what
                  happens next.

     ANDY stands there a moment, fully aware of the impossibility
     of what MIRANDA just asks.

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99    CONTINUED:                                                                 99

                   So you want the... unpublished

      MIRANDA gives her a look. Is there a problem?

                   We know everyone in publishing.
                   Shouldn't be a problem.
                   You can do anything, right?

100   INT. RUNWAY - BULLPEN -- LATER                                             100

      ANDY paces, panicky. EMILY watches her.

                   She doesn't get it. There's no way I
                   can get that book. I don't care who I

      Just then MIRANDA walks out. ANDY springs up to get her coat.

                   My girls are leaving on the train to
                   their Grandmother's at 3. They'll need
                   the book by then.

                   Of course.

                   I'd like my steak in fifteen minutes.

                   No problem.

      MIRANDA exits.

                             ANDY (CONT'D)
                   Great. I have to get the impossible
                   manuscript in four hours. And Smith
                   and Wollensky's doesn't open until
                   11:30. How am I supposed to get the
                   She's going to fire me, isn't she?
                   She's just prolonging the kill. Like
                   an evil cat with a tiny unfashionable

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100   CONTINUED:                                                              100

                   Oh look, you're getting paranoid. Yay.
                   It's not just me. Listen, don't freak
                   out. There could be a silver lining

      ANDY looks at her. Really?

                             EMILY (CONT'D)
                   When Miranda gives someone an
                   impossible task, it generally means
                   one of two things. One, she thinks you
                   can actually pull it off.


                   Or, you know, that thing you were
                   saying about the cat.

101   EXT. STREET - DAY                                                       101

      We see ANDY racing down the street.

102   EXT. SMITH AND WOLLENSKY'S -- DAY                                       102

      ANDY flies into frame on the phone...

                   It's for Miranda Priestly... it's very
                   important. Yes, I know, it's
                   impossible to get...

      ...she raps on the door of the closed restaurant. The MANAGER
      recognizes her, lets her in.

103   INT. SMITH AND WOLLENSKY'S -- DAY                                       103

      From the bar, ANDY watches the steak sizzle, pacing
      nervously. ANDY'S cell phone rings. She grabs it.

                   Anything? Can you try again? I would
                   really appreciate any leads at all...
                   thanks. No pressure. If I don't have
                   it by 3, I'm fired.

                   What an amazing job, working for
                   someone like Ms. Priestly.

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103     CONTINUED:                                                           103

                     Yeah. It's a real party.

        ANDY walks towards the door. And suddenly something catches
        ANDY'S eye...

        We see what ANDY'S looking at -- an ad on the side of the bus
        stop advertising the latest issue of the New Yorker. ANDY
        sees a familiar name: CHRISTIAN THOMPSON.

104     INT. TAXI -- DAY                                                     104

        CHRISTIAN answers his cell phone.

                               ANDY (O.S.)
                     You probably don't remember me. We met
                     at James Holt's party and I work for
                     Miranda Priestly and--

                     Of course I remember you, Miranda
                     Girl. You shaken off the college
                     boyfriend yet?

104pt   EXT. STREET -- DAY                                                  104pt

        ANDY on the cell phone.

                     Listen. I desperately need a favor.
                     And I don't know many people in the
                     book world...

        On CHRISTIAN, getting out of a taxi.

                     The Harry Potter manuscript? You've
                     gotta be kidding.

                               ANDY (O.S.)
                     I'm sorry to ask you. I'm desperate.

                     Just tell her it can't be done. You'll
                     have to come up with a plan B.

        On ANDY.

                     We're talking about Miranda Priestly.
                     There is no plan B, only plan A.
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105   INT. RUNWAY - HALLWAY -- DAY                                       105

      ANDY runs down the hall with MIRANDA'S food, passing EMILY.

                 Is she back? Am I fired?

                 You know, I rarely say this to people
                 who aren't me, but you need to calm

      ANDY ignores her, racing around getting the dishes and
      silverware for MIRANDA'S steak.

106   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                              106

      We see the steak, prettily arranged on MIRANDA'S china. ANDY
      sets up the salt and pepper. MIRANDA walks in. When MIRANDA
      sees the steak, she freezes.

                 What is that doing here? I ordered it
                 ages ago.

      ANDY looks confused. Ages?

                           MIRANDA (CONT'D)
                 Luckily, before I starved to death,
                 Irv invited me to lunch.
                     (re: steak)
                 Get rid of that. I'll be back at 3.
                 Please have my Starbucks order

      And before she exits...

                           MIRANDA (CONT'D)
                 And if you don't have the Harry Potter
                 book by then, don't come back.

107   INT. RUNWAY - KITCHEN -- DAY                                       107

      ANDY carries a tray with all the food on it into the kitchen.

      A beat. She looks down at the tray. And suppresses an urge to
      throw the whole thing at the wall.

      She positions the tray over the garbage and tilts it, letting
      everything -- steak, china, silverware -- fall into the can.
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108   INT. STARBUCKS -- DAY                                               108

      ANDY is getting MIRANDA'S coffee.

                     (on the cell phone)
                 Harry Potter.
                     (jump cut)
                 The manuscript.
                     (jump cut)
                 It's for Miranda Priestly.
                     (jump cut to)
                 I need it today.
                     (to the BARRISTA)
                 Can you make it extra hot? Like,
                 center of the sun hot?

      The BARRISTA gives her a look.

                           ANDY (CONT'D)
                 Sorry, my boss is particular.
                     (into phone)
                 Are you sure? You're my last shot.
                 All right, well, thanks for trying.

      She hangs up. The BARRISTA hands her the coffee.

                 Sounds like a great job.

                 Actually, it is. A million girls would
                 kill for it.

      And she starts to laugh. The girl stares at her.

109   EXT. STARBUCKS -- DAY                                               109

      ANDY walks out of the Starbucks with the order on a tray.

      ANDY stands there a moment. People bustle around her, as she
      finds herself at a literal crossroads.

      She looks up at the building. Suddenly she stops a PASSERBY
      who looks at her, curious. Yeah, lady?

                 Want a mocha?

      And ANDY starts passing Starbucks to people on the street.
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110     INT. NATE'S RESTAURANT - KITCHEN -- DAY                                 110

        NATE on the phone. Intercut with him and ANDY on the street.

                   Quit? Are you sure?

                   I failed. She's going to fire me
                   anyway. Might as well beat her to the

                   Wow. Good for you. Congratulations,
                   Andy. You're free.

                   Call you later.

        ANDY hangs up, and immediately her phone rings again. She
        looks down. Assuming it's NATE.

                               ANDY (CONT'D)

                             CHRISTIAN (O.S.)
                   I'm brilliant. Really. Monuments
                   should be erected in my honor.


110pt   EXT. STREET -- DAY                                                     110pt

        Between ANDY and CHRISTIAN, also walking down the street.

                   You didn't.

                   Oh yes. A friend of a friend does the
                   cover art. She has the manuscript.

                   No. That would mean I actually... did
                   something right.
                   But see... thing is... See, I was
                   about to...

        And we see ANDY. She looks up at the Elias-Clarke building,
        teetering on a precipice.

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110pt   CONTINUED:                                                          110pt

                     You want this, you better hurry. Meet
                     me at the St. Regis.

110pu   EXT. STREET -- DAY                                                    110pu

        Establishing St. Regis.

        ANDY runs down the street to the St. Regis.

                               ST. REGIS BUTLER
                     Welcome to the St. Regis. Is there
                     anything I can assist you with?

                     Yes, I'm meeting someone...

        The butler opens the door for Andy.

                               ST. REGIS BUTLER
                     Right this way.

        He escorts her into the St. Regis.

111     INT. KING COLE BAR -- DAY                                              111

        CHRISTIAN is having drinks. ANDY runs in. He hands her a

                     You have one hour.

111A    INT. STAPLES -- DAY                                                   111A

        ANDY is xeroxing the manuscript and talking on the phone.

                     I'm begging you. You have to stall
                     her. Just ten minutes.

111B    EXT. STREET/INT. TOWN CAR -- DAY                                      111B

        We see HENRY, driving MIRANDA. He hangs up the cell phone.
        Then he turns down a side street.

        MIRANDA catches his eye in the mirror. What the hell?

                     Too much traffic on 5th. UN's in

        MIRANDA makes an annoyed face.

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111B   CONTINUED:                                                            111B

112-114 OMITTED                                                            112-114

115    INT. RUNWAY - HALLWAY                                                  115

       The tray with Miranda's Starbucks on it... We follow it down
       the hall and see it being set on MIRANDA'S desk.

       And beside it lands boom! an envelope. Widen out to see--

115A   INT. RUNWAY - MIRANDA'S OFFICE -- DAY.                                115A

       MIRANDA, looking at the envelope.

       And then we see ANDY. She stands there, quiet, calm.

       And if MIRANDA is amazed by what ANDY did, she doesn't show
       it. She opens the envelope, looks in.

                    One copy? What are my twins supposed
                    to do with that... share?

                    Actually I made two copies. And had
                    them color-copied, re-set and bound so
                    they wouldn't look like manuscripts.

       She smiles. MIRANDA nods, but still won't concede the point.

                    And where exactly are those fabulous
                    copies? I don't see them anywhere.

116    INT. TRAIN -- DAY                                                      116

       The MetroNorth from New York City to Bedford.

       In the front row, we see two girls in matching outfits with
       two matching Harry Potter manuscripts. The twins, with their
       NANNY beside them.
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117   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                 117

      ANDY smiles at MIRANDA. Her faith in herself restored.

                 Anything else I can do for you?

118   EXT. ELIAS-CLARKE -- DAY                                              118

      ANDY walks out. The CLACKERS stream in and out of the
      building. And ANDY raises her arms and does a victory dance,
      now graceful in her stilettos.

      People stare. Doesn't bother her.

119   INT. ANDY & NATE'S APARTMENT -- NIGHT                                 119

      ANDY is making a small diorama of the planetary system. NATE
      walks in. He's carrying a bag of groceries.

                 I went over to Dean & DeLuca -- man,
                 they charge like five bucks a
                 strawberry, but I figured, you quit,
                 we should celebrate.

                 Listen, Nate--

      And he sees what she's doing. Realizes.

                 So you quit, but you're still doing
                 the twins' science project. Big of

                 After I called you, I realized... It
                 doesn't make sense to throw away all
                 these months of hard work. I just had
                 a moment of weakness. That's all.

                 Either that or your job sucks and your
                 boss is a wacko.

      She looks at him.

                           NATE (CONT'D)
                 Okay. Whatever. It's your job.

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119   CONTINUED:                                                            119

                   That's all it is, Nate. Just a job.

                   No, no. It's an important magazine.
                   That's what you said, right?

      He sees the latest issue of Runway. Picks it up.

                             NATE (CONT'D)
                   Let's see... How to buy a custom-made
                   600 dollar bra. That's important. A
                   list of the 10 best wrinkle creams
                   under $500. That's important.

                   I get the point, Nate.

      He continues leafing through.

                   The new Botox. The new pea coat. The
                       (wrestling with the word)
                   Gstaad. What the hell is--

                   Gstaad. It's a ski resort. In

                   See? I now live with someone who knows
                   that. Thank you, Miranda Priestly.

                   Nate, it's not like I run the
                   magazine. I just work there, remember?

      NATE doesn't say anything, keeps putting away groceries. She
      walks over to him.

                             ANDY (CONT'D)
                   I'm the same person I was. I still
                   want the same things.

      But he doesn't look too convinced.

                             ANDY (CONT'D)
                   I promise. Same Andy, better clothes.

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119    CONTINUED: (2)                                                        119

                  That's the thing -- I liked your old

                      (re: her shoes)
                  What about these? These are pretty

       He doesn't take the bait.

                            ANDY (CONT'D)
                  And this skirt?
                  Okay. What about this?

       She unbuttons her shirt, revealing a bra that costs more than
       every item of clothing NATE owns combined. Beat.

                  I like that.

       He grabs her and kisses her.

119A   INT. CONFERENCE ROOM -- DAY                                           119A

       The senior staff members are gathered around a table --
       NIGEL, JOCELYN, LUCIA, a few others including PAUL, the art
       director of the magazine.

                  ...Posen's doing some very sculptural
                  suits, so Testino wants to shoot them
                  at the Noguchi Garden in the Chase

                  Perfect. What about the accessories
                  pages for April?

                  One thought was enamel -- bangles,
                  pendants, earrings--

                  We did that two years ago. What else?

                  Well, they're showing a lot of florals
                  for spring and so--

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119A   CONTINUED:                                                                  119A

                    Florals. For spring. Groundbreaking.

                    But we thought about shooting them in
                    an industrial space.

       She looks at him. Death ray. He soldiers on.

                              PAUL (CONT'D)
                    We thought the contrast between the
                    femininity of the florals--

       And she's still just staring. He continues falling forward.

                              PAUL (CONT'D)
                    --and the um, the more raw, rough-hewn
                    nature of the backdrop would create a
                    tension which--




       Just then EMILY walks in with a note for MIRANDA.

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119A   CONTINUED: (2)                                                      119A

       Before she can get all the way across the room, EMILY
       dissolves into hacking coughs. MIRANDA gives her a look, then
       turns back to her staff.

                            MIRANDA (CONT'D)
                  Anyone have anything I can actually

120    INT. RUNWAY - BULLPEN -- DAY                                         120

       ANDY is at her desk. EMILY walks back, blowing her nose,
       rubbing her eyes -- basically, a Nyquil ad.

                  Are you okay?

                  Tonight's the benefit. I've been
                  looking forward to it for MONTHS. I
                  refuse to be sick. I'm wearing
                      (blows her nose)
                  Everyone's going to be leaving to get
                  dressed soon, so after you drop off
                  Miranda's Fendi bag at the re-beaders,
                  you can just go home.

                  Great. Thanks. That's perfect, because
                  I need to get to Magnolia Bakery
                  before they close...

       ANDY grabs her purse and, from under her desk, she retrieves
       a wrapped present.

                            ANDY (CONT'D)
        's Nate's birthday and we're
                  having a little party for him--

       EMILY looks at her. Too sick and too Emily to care.

                            ANDY (CONT'D)
                  Anyway, have fun tonight.

120A   INT. LOBBY -- DAY                                                   120A

       ANDY, feeling liberated, walks out, carrying the present and
       a shopping bag with MIRANDA'S bag in it. And that's when her
       cell rings.
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121   INT. RUNWAY - MIRANDA'S OFFICE -- DAY                                121

      ANDY and EMILY walk in together, looking confused.

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121   CONTINUED:                                                             121

                   I want to make sure before the benefit
                   that you are both fully prepped on the
                   guest list.

      ANDY and EMILY exchange a look.

                   Um... I thought only the first
                   assistant went to the benefit.

                   Only when the first assistant hasn't
                   decided to be disgustingly ill. You'll
                   come and help Emily.

      On EMILY and ANDY'S surprised faces.

122   INT. RUNWAY - BULLPEN -- DAY                                           122

      They walk out. EMILY is clearly peeved.

                   I don't see why she needs both of us.

      Eight second coughing fit.

                   Don't look at me. This is the last
                   thing I want to do.

      EMILY dumps something on ANDY'S lap -- a book of what looks
      like mug shots.

                   These are all the guests. Miranda
                   invites everyone. We have to make sure
                   they all think she knows exactly who
                   they are. I've been studying for

                   I need to learn all these people by

                   Don't be silly.

      She pulls out another big book of headshots.

                             EMILY (CONT'D)
                   You have to learn these too.
          The Devil Wears Prada   2nd Blue In Progress   12/00/05

123    INT. CLOSET -- DAY                                                   123

       NIGEL is looking for a gown for ANDY. ANDY is on the cell

                  Lily, just start without me. I'll be
                  there as soon as I can.

123A   INT. GALLERY -- DAY                                                  123A

       We see LILY at the gallery where she works.

                  Okay, but hurry.

123B   INT. CLOSET -- DAY                                                   123B

       ANDY on the phone.

                  I will. I promise. Believe me, this is
                  the last thing I want to--

       Just then NIGEL holds up a dress.

                            ANDY (CONT'D)
                  Oh, I love that.
                      (back to LILY)
                  I'll call you the second I'm leaving.

       She hangs up.

                            ANDY (CONT'D)
                  Will that fit me?

                  Of course. A few extra yards of fabric
                  and a staple gun and we're in

124    INT. RUNWAY - STUDIO -- LATER                                        124

       We see ANDY from behind as the MAKEUP ARTIST applies the
       finishing touches.

       He studies her.

                  Remember, there are two keys to
                  wearing an evening gown -- one is to
                  maintain a regal bearing. The second--

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124   CONTINUED:                                                            124

      He mimes adjusting one's boobs in a strapless dress.

                             NIGEL (CONT'D)
                   Make sure the girls face forward.

      The makeup artist steps away and NIGEL and ANDY both study
      her in the mirror.

                             NIGEL (CONT'D)
                   Not bad. How do you feel?

125   EXT. STREET/INT. TOWN CAR -- NIGHT                                    125

      We see a limousine gliding through the streets...

                             ANDY (V.O.)
                   Let's see. My feet are killing me,
                   everything pinches...

126   EXT. NEW YORK PUBLIC LIBRARY -- NIGHT                                 126

      All lit for a gala charity benefit. A red carpet lined with
      notables leads up the steps.

                             ANDY (V.O.)
          breasts are squeezed into a ball
                   and this hairpiece is like having a
                   boulder pinned to my head...

      And suddenly the door to the town car opens and ANDY steps
      out onto the red carpet.

      And she looks unbelievable, gorgeous, perfect.

                             ANDY (V.O.) (CONT'D)
                   Never felt better.

      ANDY walks up the red carpet where she catches sight of
      NIGEL, talking to reporters on the red carpet.

                   ...this benefit is the social event of
                   the season. It represents what Runway
                   is about -- grace, style, elegance...

      As he says "elegance", he catches sight of ANDY, smiles and
      does a smaller version of the "adjusting the girls" gesture.

      ANDY smiles at him and walks on.

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126   CONTINUED:                                                               126

      Just then EMILY spots ANDY.

                   Oh my God, Andy. You look... chic.

      But ANDY is busy staring at EMILY, in her strapless dress.

                   And you look... so thin.

                   Do I? It's for Paris. I'm on a new
                   diet. I don't eat anything, and then,
                   when I feel like I'm about to faint, I
                   eat a cube of cheese.

                   It's definitely working.

                   I know. I'm just one stomach flu away
                   from my goal weight.

                   That's... great.

      EMILY smiles proudly, then dissolves into another round of
      bone-rattling coughs.


127   INT. LIBRARY -- NIGHT                                                    127

      ANDY and EMILY enter. It's beautiful. Everything in sight is
      white -- white tulips, bone white china, white candles.

      All the GUESTS are in black or white. EMILY looks around.

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127   CONTINUED:                                                               127

                   We need to make sure we're there the
                   second she walks in.

                   I was wondering how long you think
                   we'll have to stay because I was
                   hoping to--

                   There she is.

      Just then MIRANDA walks in. She's wearing the awkward dress
      from JAMES'S sketches, made over to perfection.

      EMILY and ANDY rush over to MIRANDA.

      QUICK CUTS at the ball.

      ANDY and EMILY stand at MIRANDA's side as she fields

      EMILY whispers to MIRANDA.

                             EMILY (CONT'D)
                   John Folger. New artistic director,
                   Circle in the Square.

                   John. Good to see you.

      She greets him. Just then we see a distinguished man in an
      impeccable European suit. MASSIMO.

                   That's Massimo Cortileono, chairman of-

                       (shushes ANDY)
                   She knows him.

                   Massimo, you made it. I was worried
                   you'd be too busy with your new
                   factory in Ortezzano--

                   I would never miss a chance to see
                   you, Miranda, darling.

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127   CONTINUED: (2)                                                           127

      A DISTINGUISHED COUPLE approaches. Walks towards MIRANDA,
      ANDY and EMILY. MIRANDA holds her smile, waiting for


      EMILY racks her brain. Which goes blank. She starts to panic.

                 That's... Wait... I know who that
                 is... It's...

      Seeing EMILY struggle, ANDY leans in to MIRANDA.

                 Ambassador Franklin. And that's the
                 woman he left his wife for, Rebecca.
                 The woman he's leaving HER for is the
                 man walking down the stairs in

      MIRANDA greets the couple.

                 Ambassador, Rebecca.

      EMILY whispers to ANDY.


      Just then ANDY sees a very fashionable WOMAN, with a more
      avant-garde look than MIRANDA, headed for them.

      And she's being escorted by none other than... IRV.

      EMILY whispers to ANDY.

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127   CONTINUED: (3)                                                       127

                     (trying to remember what
                      she studied)
                 That's... Jacqueline Follet, right?
                 From French Runway.

                 Yes. Oh my God. Miranda hates her. She
                 was supposed to arrive after Miranda

      As she says this we see MIRANDA greeting JACQUELINE "warmly".

                 Ah, Bonsoir, Cherie. Ta robe est
                 rudement chouette.

                 I like your dress too. Very...
                 Americaine. Sportif.

                 Thank you for coming to our little get
                 together tonight.

                 Of course. I plan my whole year around

                 And we're all so grateful.

                 After all, we're family, no?

      She smiles at IRV, who smiles right back. MIRANDA smiles too,
      but looks like she'd rather throw darts at JACQUELINE.

      ANDY quickly steps forward.

                 Alors, Jacqueline, ditez-moi, avez-
                 vous rencontré Brad Pitt?

                 Ah, no... Pas encore...

      And ANDY pulls JACQUELINE across the room.

      LATER, the party is in full swing. EMILY and ANDY are with
      MIRANDA, who is talking to a group of luminaries including

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127   CONTINUED: (4)                                                         127

      EMILY turns to ANDY and whispers.

                 You can go. I've got it from here.

                 Are you sure?

                 Go. Have fun.

      And for the first time they seem like friends.

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127   CONTINUED: (5)                                                       127

                 Thank you. Thank you so much.

      But just as ANDY'S about to leave, STEPHEN appears, quite
      drunk, and joins MIRANDA'S group.

                 Darling, there you are.

                 It's a banner evening. Three people
                 have failed to recognize me, one
                 person called me Mr. Priestly, and now
                 the damned bartender refuses to serve

      Everyone looks uncomfortable. STEPHEN turns to IRV.

                           STEPHEN (CONT'D)
                 Why don't you get me a drink? He's
                 gotta listen to you, right, little

      Everyone freezes.

      MIRANDA forces a laugh. An awful beat. And ANDY leaps in,
      quickly turns to IRV, distracting him.

                 I'm sorry to bother you, but I've been
                 dying to ask you... Is it true that
                 John Cheever used to ghostwrite the
                 editor's page of Manhattan Magazine in
                 the 50's?...

      And while she chats with him, MIRANDA puts her arm around her
      husband and leads him gently away.

                 Come on, darling, let's get something
                 to eat. I'm starved, aren't you?

      And as she walks away, MIRANDA turns. And MIRANDA mouths the
      words "Thank You" to ANDY. ANDY'S eyes go wide in disbelief.
      Then she smiles. Yes!

128   EXT. NEW YORK PUBLIC LIBRARY -- NIGHT                                128

      ANDY trots down the steps, starting to take down her hair as
      she races to the car.

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128   CONTINUED:                                                            128

      Suddenly she looks up. And sees CHRISTIAN, walking up the
      steps, looking better than anyone ever should in a tuxedo. He
      smiles and clutches his heart like he's been shot by cupid.

                   Look at you... you're a vision. Thank
                   God I saved your job.

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128   CONTINUED: (2)                                                       128

                 Hey, I figured out a few things on my
                 own, too. Turns out I'm not as nice as
                 you thought.

                 God I hope not.

      He openly admires her in a way that makes it clear he's
      imagining her with the dress off.

                           CHRISTIAN (CONT'D)
                 If you didn't have that stupid
                 boyfriend, I'd have to whisk you away
                 right here and now.

                 Do you really say things like that to


                 I have to go...

                 Are you sure? My editor from Vanity
                 Fair is in there and I was going to
                 introduce you to him.
                     (off her look, surprised)
                 You sent me your stuff, remember? I
                 have to be honest, I only read a
                 couple -- that was quite a big packet -
                 - but they weren't half-bad. You're
                 pretty talented, Andy. He should meet
                 you. Come on in. Just one drink.

                 Well, maybe I could--
                 No no no. I can't. I just can't.

      ANDY turns and races towards her town car.

                 Say hello to the boyfriend for me.

      ANDY looks at her watch as she runs away. Winces. She's so
        The Devil Wears Prada   2nd Blue In Progress   12/00/05

129   EXT. STREET/INT. TOWN CAR -- NIGHT                                   129

      ANDY looks over at ROY.

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129    CONTINUED:                                                             129

                    Can you go any faster?

130    INT. RESTAURANT -- NIGHT                                               130

       DOUG and LILY are sitting at a table with a few other
       friends. ANDY walks in still in her evening wear and looks at

       And understands right away. NATE is long gone.

130A   INT. APARTMENT -- NIGHT                                                130A

       ANDY walks in, holding a cupcake with a lit candle on it.
       NATE'S watching ESPN. He barely looks up.

                    Happy Birthday.

       NATE turns off the TV, looks at her.

                              ANDY (CONT'D)
                    Nate, I'm so sorry. I was trying to
                    leave, but there was a lot going on
                    and I didn't have a choice and--

                    Don't worry about it. I'm going to

       He walks past her.

                    Can we at least talk about it this--

       He starts to leave, turns, looks at her.

                    You look really pretty.

       And he walks into the bedroom. ANDY stands there, feeling

130B   INT. APARTMENT -- DAWN                                                 130B

       Very early. ANDY is getting dressed, by now every bit as
       expert as the girls in the beginning of the movie.

       She pauses a moment, watching NATE sleep. Then she exits.
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130C   INT. RUNWAY -- DAY                                                   130C

       ANDY on the phone.

                  I don't understand what's so difficult
                  about scheduling a preview. If you
                  want Miranda to give you any
                  editorial, we'll need to see the
                  clothing at least three weeks before
                  the show. Yes, please. See what you
                  can do.

       She hangs up. EMILY looks over at her, raises an eyebrow.

                  Everything okay?

                  Yeah. I'm... fine.

       The phone rings.

                             ANDY (CONT'D)
                  Miranda Priestly's office. Thanks.
                      (hangs up)
                  I gotta go pick up the Polaroids from
                  the shoot.

130D   EXT. ZOO -- DAY                                                      130D

       Outside at the zoo. We see MODELS, wearing gorgeous evening
       gowns, their faces partly obscured by beautifully detailed
       masks depicting different animals.

       We see NIGEL, JOCELYN and a few CLACKERS.

                  No, no, no. I think Gisele should be
                  the lizard and Vivian the donkey.

                  The lizard's better with the Dolce.
                  Sometimes I can't believe I talk about
                  this crap all day.

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130D   CONTINUED:                                                            130D

       Two of the CLACKERS are checking out the MODELS.

                              CLACKER #2
                    God, we should have a pig mask for

                              CLACKER #1
                    I know. She's huge.

       We see the model they're talking about. Perfectly skinny, of
       course. Just then ANDY walks over.

       The CLACKER hands ANDY a stack of Polaroids. ANDY turns to
       go, but NIGEL stops her.

                    Get these to Miranda right away. Tell
                    her I switched in the Dior for the

                    Great. No problem.

                    Hey. Adjust the attitude. Don't make
                    me feed you to one of the models.

                    Sorry. Busy day. And my personal life
                    is going down the drain. That's all.

                    Join the club. You start to do well at
                    work, that's what happens.

       ANDY looks at him. I'm doing well at work?

                              NIGEL (CONT'D)
                    Let me know when your whole life goes
                    up in smoke. That means it's time for
                    a promotion.

131-134 OMITTED                                                            131-134

135    INT. MIRANDA'S FOYER -- NIGHT                                          135

       ANDY steps in, carrying the dry cleaning and The Book, moving
       quickly. Suddenly she hears a voice, emerging from upstairs.

                    Andrea. Come up here.

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135    CONTINUED:                                                            135

       ANDY practically has a heart attack.

135A   INT. LIVING ROOM -- NIGHT                                             135A

       ANDY walks in, curious. And scared. ANDY steps into the

                    Paris is the most important week of my
                    year. I need the best team possible
                    with me.

       And this is when ANDY starts to have a bad feeling.

                              MIRANDA (CONT'D)
                    That no longer includes Emily.

       ANDY realizes...

                    Wait. You want ME to -- oh, no. No,
                    no. Emily would die. Her whole life is
                    about Paris.

       MIRANDA stares. Doesn't care.

                              ANDY (CONT'D)
                    She hasn't eaten in weeks. I can't do
                    that, Miranda. I can't.

                    If you don't go, I'll assume you're
                    not serious about your future at
                    Runway or any other publication.

       ANDY looks at her.

                              MIRANDA (CONT'D)
                    The decision is yours.


                    That's all.

136    OMITTED                                                               136

137    EXT. MIRANDA'S BUILDING -- NIGHT                                      137

       ANDY walks out of the building. ROY opens the door to the
       town car, but she waves him away.
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138   EXT. BROADWAY -- NIGHT                                                138

      ANDY walks downtown alone, thinking. Walks by a newsstand
      covered with the latest Runway... a store window filled with
      the latest fashions... a bunch of people her age drinking at
      an outdoor restaurant, looking carefree...

139   INT. ANDY & NATE'S APARTMENT -- LATER                                 139

      ANDY looks through the clips of all her articles from
      college. And at a picture of herself at graduation,
      surrounded by her parents, her relatives, her friends.

      Her parents are beaming, exuding pride.

140   INT. RUNWAY - BULLPEN -- DAY                                          140

      The desks outside MIRANDA'S office are empty. We hold for a
      few beats.

      Then ANDY comes in, walking slowly, still unsure.

      And at that moment MIRANDA appears. They look at each other.

      MIRANDA nods, almost imperceptibly. ANDY nods back.

      And MIRANDA takes her coat off. ANDY holds out her arms to
      take the coat from her.

      But MIRANDA puts the coat on EMILY'S desk instead. Right in
      front of EMILY'S Arc de Triomphe screensaver.

      And then MIRANDA strides into her office. ANDY sits down,
      trying to grasp the magnitude of what just happened. And just
      then MIRANDA pokes her head back in.

                 Don't forget to tell Emily.

      And we see ANDY'S face. Me?

141   INT. RUNWAY - BULLPEN -- DAY                                          141

      ANDY is waiting for EMILY, dreading her arrival. Suddenly she
      can't take it anymore. She dials the phone.

142   EXT. MIDTOWN STREET -- DAY                                            142

      EMILY is in even more than her usual tizzy.

                             ANDY (O.S.)

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142   CONTINUED:                                                              142

                   Sorry I'm late. Miranda wanted some
                   scarves from Hermes and she told me
                   yesterday but I forgot and so--

                             ANDY (O.S.)
                   Emily, I have to talk to you.

                   I freaked out of course, but then I
                   just called Martine at home and she
                   opened the store early, so I got them.

      EMILY juggles an Hermes bag, her purse, her cell phone,
      almost mows down an OLD LADY. She mouths "Sorry."

                   Okay. Emily. When you get in, I want
                   to talk to you about something--

                   I hope it's not another Miranda

                   Not exactly.

                   Good. Because I've got so much to deal
                   with before I go, I swear to God I
                   can't even--

      And that's when EMILY steps into the street without looking.
      The second she steps off the sidewalk--

      Blam! EMILY is hit by a taxi.

      We see her purse, her cell phone, her shopping bags, some of
      the orange Hermes boxes, and some of the scarves as they fly
      through the air.

143   INT. LENOX HILL HOSPITAL -- DAY                                         143

      ANDY sits in the waiting room, distraught.

144   INT. HOSPITAL ROOM -- DAY                                               144

      Lying in a hospital bed, her face with no make-up, wearing a
      dumpy hospital robe, EMILY looks like what she is...

      ...a skinny tired young GIRL.

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
144   CONTINUED:                                                            144

      ANDY stands by the window, arms folded, defensive.

                   I don't care if she was going to fire
                   you or beat you with a red hot poker,
                   you should have said no.

                   I didn't have a choice. You know how
                   she is.

                   Oh, please. That's a pathetic excuse.

      Just then an ORDERLY walks in with her dinner, laden with
      fattening foods -- a cream soup, bread, pasta, cheese and

      EMILY grabs a pudding, peels off the foil top.

                             EMILY (CONT'D)
                   What gets me about this whole thing
                   is, you're the one who pretends you
                   don't care about this stuff. You don't
                   care about fashion, you just want to
                   be a journalist, blah, blah, blah.
                   What a load of bollocks.

      She angrily finishes the last spoon of pudding, grabs a
      dinner roll, which she starts to butter.

                   Look, I know you're mad. And I don't
                   blame you.

                   Face it, Andy. You sold your soul the
                   day you put on your first pair of
                   Jimmy Choos.

      She bites off a hunk of dinner roll...

                             EMILY (CONT'D)
                       (with her mouth full)
                   And you know what really kills me? The
                   clothes you're about to get. You don't
                   deserve them. You eat carbs, for
                   Christ's sake. It's so unfair.
                       (takes another bite)
                   Just go.

          The Devil Wears Prada      2nd Blue In Progress   12/00/05
144    CONTINUED: (2)                                                          144


                  I said, go!

145    INT. CHELSEA GALLERY -- NIGHT                                           145

       LILY has curated a show at the gallery where she works. LILY
       rushes around. NATE is not there yet. ANDY stands with DOUG.

                  You're going to Paris for the couture
                  shows? That's the coolest fashion
                  event of the year -- who are you going
                  to see Galliano? Lagerfeld? Nicolas

                  Okay, now you're scaring me.

       Just then LILY walks over to them.

                            ANDY (CONT'D)
                  Lily, this show is amazing. I am so
                  proud of you.

                  I wasn't sure you would be able to
                  make it.

                  What are you talking about? I wouldn't
                  miss this.

       LILY and DOUG look at her.

                            ANDY (cont'd) (CONT'D)
                  Okay, so lately I've missed a few
                  things... a lot of things... almost

                  I'm just glad you're here. Start with
                  the murals in the other room. They're

145A   A LITTLE LATER--                                                        145A

       ANDY looks at the artwork. Suddenly she hears a voice.

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
145A   CONTINUED:                                                            145A

                    Hey, Miranda Girl.

          The Devil Wears Prada      2nd Blue In Progress   12/00/05
145A   CONTINUED: (2)                                                          145A

       She closes her eyes. Can't be. She turns. Yup.

                            CHRISTIAN (CONT'D)
                  I was just thinking about you.

                  Come on.

                  It's true. I'm profiling Gaultier for
                  Interview and I was making plans for
                  Paris and found myself wondering if
                  you would be there.


       Stop smiling. Why am I smiling?

                            ANDY (cont'd) (CONT'D)
                  I am going--

                  That's great. I'm staying at a
                  fantastic little hotel in the Seventh
                  across the street from a falafel
                  restaurant that will change your life.

                  Sorry. I'll be too busy working.
                  You'll have to find someone else's
                  life to change.

                  But that's just it. I'm starting to
                  wonder if I can.

       And with that, he leans in, plants a soft kiss on her cheek.

       ANDY closes her eyes, blushing like crazy.

       When she opens her eyes, CHRISTIAN is gone. And it's not for
       a moment that she notices...

       ... LILY, about ten feet away, staring at her, a look of
       surprise and disgust on her face.

145B   INT. CHELSEA GALLERY -- NIGHT                                           145B

       ANDY follows LILY through the gallery.

          The Devil Wears Prada    2nd Blue In Progress   12/00/05
145B   CONTINUED:                                                            145B

                    He's just a guy I know from work.

                    Yeah. That looked like work.

                    You're making a big a deal out of--

                    The Andy I know is madly in love with
                    Nate, is always five minutes early and
                    thinks Club Monaco is couture. For the
                    last 16 years I've known everything
                    about that Andy, but this person?

       She gestures to ANDY.

                              LILY (cont'd) (CONT'D)
                    This glamazon who skulks around in
                    corners with some random hot fashion
                    guy? I don't get her.

       ANDY looks at her, stunned.

                              LILY (CONT'D)
                    Have fun in Paris.

       She turns and walks away. ANDY turns. NATE is standing there.

                    You're going to Paris?

                    It just happened--

                    I thought Paris was some big deal for
                    Emily and--

                    Great. Now you're going to give me a
                    hard time, too?

       And ANDY walks away, upset. NATE follows her.

146    EXT. GALLERY -- NIGHT                                                  146

       NATE follows ANDY outside.

                    What the hell is wrong with you?

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146   CONTINUED:                                                              146

                   Miranda asked me and I couldn't say
                   no, okay? I didn't have a choice.

                   I know, I know. That's your answer for
                   everything lately. I didn't have a
                   choice. Like this job was forced on
                   you. Like you don't make these
                   decisions yourself...

                   Okay. I get it, you're mad because I
                   work late all the time, because I
                   missed your birthday party--

                   Oh, come on. What am I, four?

                   You hate Runway. And Miranda. You
                   think fashion is stupid. You've made
                   that clear.

                   Andy, I make port wine reductions all
                   day. I'm not exactly in the Peace
                   Corps. I wouldn't care if you were out
                   all night pole dancing if you did it
                   with some integrity.

                   So now I have no integrity. Great.

                   You used to say this was just a job.
                   You made fun of the Runway girls. And
                   now you've become one of them.

                   That's absurd.

                   Look at you. Now that I know how much
                   you're willing to change to be
                   successful, it makes me wonder if we
                   ever had anything in common.

                   You don't mean that.

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146   CONTINUED: (2)                                                      146

                 I do. I really do.

      Beat. ANDY tries to catch her breath.

                 Then maybe this trip is coming at a
                 good time. Maybe we should take a

      She stands there, waiting for him to protest, throw his arms
      around her.

      He looks at her. Stunned at what she just said. And after a
      painful moment, he simply walks away.

                             ANDY (CONT'D)

      He turns. And just then her phone rings. They both know who
      it is. And that she has to take the call.

                 In case you're wondering, the person
                 whose calls you always take, that's
                 the relationship you're in.

      The phone keeps ringing.

                           NATE (CONT'D)
                 I hope you two are very happy

      And he walks away. ANDY clicks on the phone.

                 Hello, Miranda...

                                                         DISSOLVE TO:

147   EXT. PARIS -- ESTABLISHING -- NIGHT                                 147

      A limo drives across the city.

148   INT. LIMO -- NIGHT                                                  148

      ANDY looks out the window, watching Paris at night whizzing
      by. And even though she's still feeling melancholy, she is
      awed by what she sees.

      MIRANDA, sitting across from ANDY, is not even looking out
      the window. She's looking through the Book.
           The Devil Wears Prada   2nd Blue In Progress   12/00/05

149    EXT. PLACE DE VENDOME -- NIGHT                                         149

       The Paris Ritz. MIRANDA'S limo pulls up.

150    INT. RITZ HOTEL ANDY'S SUITE -- PARIS -- NIGHT                         150

       The BELLMAN opens the door to a huge suite.

                   Wait. This is not right. Miranda is
                   staying in the suite.

                   That's correct, Mademoiselle. Miranda
                   Priestly's suite is down the hall.

                   This is my room?

151-154 OMITTED                                                            151-154

155    INT. FASHION SHOW - PARIS -- DAY                                       155

       ANDY sits in the front row beside MIRANDA. Half the INVITEES
       are looking at the clothes. The other half are watching
       MIRANDA'S reaction to the clothes.

156    INT. FASHION SHOW -- NIGHT                                             156

       Backstage at a fashion show where the models are undressing
       and changing...

       MIRANDA hobnobs with designers, editors and celebrities and
       ANDY is right there beside her.

157    EXT. FASHION SHOW -- DAY                                               157

       MIRANDA walks by some paparazzi outside the Chanel show. They
       scream her name. She shows off her best smile.

       ANDY squints, blinded by the flashbulbs. Suddenly she hears a
       voice behind her.

                   You know, I've been thinking, and you
                   still owe me for Harry Potter.

       She turns. Sees CHRISTIAN. And she finds herself alarmingly
       happy to see him.

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157   CONTINUED:                                                                157

                   Oh, do I?

                   Of course you do. You working tonight?

                   Actually, Miranda has a dinner.

                   So you're free. Perfect. Oh, but
                   there's a problem, huh? Le Boyfriend.

      At the mention of this, ANDY blushes slightly.

                             CHRISTIAN (CONT'D)
                   Wait. Don't tell me, The boyfriend is
                   non plus? Je suis trés trés desolé.

                   Oh, you're so full of it. You are not
                   desolé at all.

                   Yeah, not even a little. What time
                   should I pick you up?

158   OMITTED                                                                   158

159   INT. RITZ HOTEL - MIRANDA'S SUITE -- EVENING                              159

      ANDY walks in, cheerful, carrying a seating chart. She is
      surprised to see MIRANDA just sitting on the sofa.

      There's a strange lag before she looks up at ANDY. ANDY
      registers something is odd. Finally--

                   There you are. We need to go over the
                   seating chart for the luncheon.

      ANDY starts to take the chart out of her bag, but she can't
      help but notice MIRANDA is... staring into space.

                   Sure. No problem. I have it right
                   here, um...

      And finally MIRANDA focuses on her.

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159   CONTINUED:                                                                 159

                   By all means, move at a glacial pace.
                   You know how that thrills me.

      ANDY puts down the seating chart. MIRANDA studies it. And
      there's an uncharacteristic lag in her decision making.

      ANDY watches her. Something definitely is up.

                             MIRANDA (CONT'D)
                   Okay, so, first of all, let's put Jay-
                   Z at my table.

                   But your table is full.

                   Stephen won't be coming.

      She takes his the tab off the seating chart and removes it.
      ANDY looks at her, not understanding.

                   So Stephen is not... so you don't need
                   me to fetch Stephen from the airport

                   Well, if you speak to him and he
                   decides to rethink the divorce, then
                   "fetch" him. Fetch away.

      ANDY now freezes.

                             MIRANDA (CONT'D)
                   When we get back to New York, we'll
                   need to think of a way to keep it out
                   of the press.

                   Of course.

                   Another divorce in the papers... and
                   we all know what they'll say about me -
                   - Dragon Lady, career-obsessed, drove
                   away another "Mr. Priestly".

      And despite herself, MIRANDA wanders off her path...

         The Devil Wears Prada    2nd Blue In Progress   12/00/05
159   CONTINUED: (2)                                                      159

                           MIRANDA (CONT'D)
                 He knew who I was, you know. They all
                 did. And at first they're always proud
                 to be with a powerful, accomplished
                 woman. That's what they say. But

      ANDY is afraid to move a muscle, afraid to startle MIRANDA.

                           MIRANDA (CONT'D)
                 I don't care what anyone says about
                 me, of course. But it's so unfair to
                 the girls... another disappointment,
                 another stepfather, gone...

      She tries to shake herself out of it.

                           MIRANDA (CONT'D)
                 I mean, the point is--

      She pauses to collect herself. For a second ANDY thinks she
      might actually fall apart.

                           MIRANDA (CONT'D)
                 We really need to figure out where to
                 put Donatella because she's barely
                 speaking to anyone.

      Beat. And ANDY can't believe she's recovered so quickly.

                 Miranda, I'm so sorry. If you want me
                 to cancel your evening, I can.

      And her pitying tone finally shakes MIRANDA back.

                 Don't be ridiculous... why would you
                 do that?

      Beat. And ANDY can't believe she's recovered so quickly.

                 Miranda, is there... is there anything
                 else I can do?

      And MIRANDA slowly looks at her, the ice completely forming.

                 Your job.

160   OMITTED                                                             160
          The Devil Wears Prada      2nd Blue In Progress   12/00/05

161    EXT. RITZ HOTEL    -- NIGHT                                             161

       We see MIRANDA, striding out of the lobby. And what we notice
       is... she looks fine. Done up, confident walk.

162    INT. LIMO -- NIGHT                                                      162

       MIRANDA closes the door. And now that she's alone, for one
       second her veneer cracks. She takes a breath. Moving on.

                        (to the DRIVER)

162A   INT. HOTEL SUITE -- NIGHT                                               162A

       ANDY is dressed for her date with CHRISTIAN. Just then
       there's a knock at the door. ANDY opens it.

                  Hi. Listen, I need Miranda's itinerary

       He looks at her outfit.

                            NIGEL (CONT'D)
                  Who put that together for you?

       She hands him the itinerary.

                  What do you mean?

                  That outfit.

                  Oh, I just threw it on.

                      (takes it in)
                  Incredible. Well, I guess my work here
                  really is done. Come on. Let's have
                  champagne. We're celebrating.

       He walks over to the minibar and takes out champagne, pops
       the cork, pours two glasses.

                  What are we toasting?

          The Devil Wears Prada       2nd Blue In Progress   12/00/05
162A   CONTINUED:                                                               162A

                    To getting the dream job, the one a
                    million girls wanted.

                    Nigel. I got my job months ago.

                    I'm not talking about you.

       She looks at him, confused.

                              NIGEL (CONT'D)
                    James Holt. Massimo is investing in
                    James' company, taking it global with
                    the rest of CFG -- shoes, bags,
                    fragrances, the works. So James needs
                    a partner. And that would be me.
                        (off her look)
                    Miranda knows. She put me up for it.

                    You're leaving? Nigel, I can't imagine
                    Runway without you.

                    Can you believe it? For the first time
                    in eighteen years, I'm going to call
                    the shots in my own life. One day I
                    might be able to come to Paris and
                    actually... see Paris.

                    God. I'm so happy for you, Nigel. You
                    deserve it.

                    Bet your ass.

       He raises a glass. They toast.

163    INT. L'AMBROISIE -- NIGHT                                                 163

       CHRISTIAN and ANDY have dinner in a tiny romantic restaurant
       on the Place des Vosges.

                    ...I've never seen anyone as dedicated
                    as Miranda.

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163   CONTINUED:                                                              163

                   That's fantastic. Can we stop talking
                   about her now?

                   I'm just saying, yes, there are things
                   she does I don't agree with, but...

                   Oh, come on, Andy. You hate her. Just
                   admit it. She's a notorious sadist,
                   and not in the good way.

                   Okay, so she's tough, but if Miranda
                   were a man, no one would notice
                   anything but how great she is at her

      CHRISTIAN bursts into laughter.

                   I can't believe this. You're defending
                   her. The wide-eyed girl peddling her
                   earnest newspaper stories -- you're
                   crossing over to the dark side.

                   I resent that.

                   You shouldn't. It's sexy.

      He pours her more wine. And despite herself, she smiles.

                   Sexy? Really?


164   EXT. PARIS STREET -- NIGHT                                              164

      They walk home together through the Place Des Vosges, leaning
      against each other. ANDY is tipsy.

                   I have no idea where we're going. You
                   could be leading me anywhere...

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164   CONTINUED:                                                            164

                   Don't worry. I know this city like the
                   back of my hand. It's my favorite
                   place on the planet. You know what
                   Gertrude Stein said -- "America is my
                   country and Paris is my hometown."

      She looks at him and laughs.

                   You are unbelievable. Do you write
                   that stuff down and file it away to
                   use on girls?

                   I work free-lance. Leaves me with some
                   time on my hands.

                   Well, I never understood why everyone
                   was so crazy about Paris, but now...

      She swirls around.

                             ANDY (CONT'D)
                   It's. So. Beautiful.

      And suddenly he catches one of her arms and almost like a
      dance move pulls her into him and kisses her.

                             ANDY (CONT'D)
                   I can't do this.
                       (Another kiss)

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164    CONTINUED: (2)                                                           164
                              ANDY (CONT'D)
                   Nate and I only split up a few days
                        (Another kiss)
                   I've had too much wine and my
                   judgement is impaired.
                        (Another kiss)
                   I barely know you and I'm in a strange
                        (He kisses her again)
                   I'm out of excuses.

                   Thank God.

165    INT. CHRISTIAN'S HOTEL ROOM -- NIGHT                                     165

       ANDY and CHRISTIAN are kissing on his bed.

166    INT. CHRISTIAN'S HOTEL ROOM -- MORNING                                   166

       ANDY wakes up. Her hair and make-up from the night before are
       askew. She realizes what she did.

       We hear the sound of the shower running.

       She sits up. Catches sight of herself in the mirror. Ouch.
       Checks the clock on her phone. Late. Shit.

       ANDY starts getting dressed, quickly. She tries to find her
       left shoe, pulls on the bedspread, knocking a few papers on
       the bedside table.

       And that's when sees something.

       A mock-up of a magazine. With the familiar RUNWAY logo. She
       picks it up.

167-170 OMITTED                                                              167-170

171    INT. SHOWER -- DAY                                                       171

       CHRISTIAN stands under the spray of water. Suddenly the
       shower curtain is yanked back.

       ANDY standing there, furious. Holds up the issue of mock-up.

                   What the hell is this?

       CHRISTIAN, cool as can be, steps out and grabs a towel, which
       he wraps around himself.

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171    CONTINUED:                                                              171

                    What does it look like? It's a mock-


                    Of what American Runway will look like
                    when Jacqueline is the new editor-in-

       He walks into the hotel room.

171A   INT. HOTEL ROOM -- DAY                                                  171A

       ANDY follows him. He calmly dresses as they talk.

                    They're replacing Miranda?

                    Yes. And she's bringing me in to run
                    all the editorial content.
                        (off ANDY'S stunned look)
                    Are you really surprised? Jacqueline
                    is a lot younger than Miranda. Has a
                    fresher take on things. Not to mention
                    that American Runway is one of the
                    most expensive books in the business.
                    Jacqueline does the same thing with a
                    lot less money. Irv is a businessman,
                    you know.

                    Miranda will be devastated. Runway is
                    her whole life. He can't do that to

                    It's done. Irv's going to tell Miranda
                    after the party for James.

                    And she has no idea...?

                    She's a big girl. She'll be fine.

       He reaches out to grab her arm. But she looks at him with
       utter contempt.

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171A   CONTINUED:                                                               171A

                    I have to go.

       She walks away. He calls after her.

                    It's done, Andy.

172    INT. RITZ HOTEL - CORRIDOR -- DAY                                         172

       ANDY paces.

173    OMITTED                                                                   173

174    EXT. PARIS STREET -- DAY                                                  174

       ANDY races down the street. She dials her cell phone. MIRANDA
       picks up.

                    Oh, thank God. Where are you?

                    Excuse me?

                    I need to talk to you. Right away.
                    It's about Jacqueline Follet, she--


                                 ANDY (CONT'D)

175    OMITTED                                                                   175

176    INT. HOTEL CRILLON - CORRIDOR -- DAY                                      176

       ANDY runs down a corridor. She paces a second, knowing she's
       going to get her ass kicked, then knocks on the door.

       IRV opens the door. We see MIRANDA behind him. When she sees
       ANDY, she walks over. Turns to IRV.

                    Excuse us a moment.

       MIRANDA pulls ANDY into the hall.

                              MIRANDA (CONT'D)
                    Have you lost your mind?

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176    CONTINUED:                                                             176

                    I have to talk to you.

                    Do not disturb me again.

       MIRANDA walks into the room, closes the door in ANDY'S face.

177-178 OMITTED                                                            177-178

179    INT. CHATEAU -- DAY                                                    179

       Finally, ANDY sees MIRANDA walking in. MIRANDA prepares to
       walk right past her.

                    Miranda, wait. I have to talk to you.
                    You can fire me if you want to after
                    that, but...
                        (gathers all her nerve)
                    Irv is going to make Jacqueline Follet
                    editor-in-chief of Runway. Christian
                    Thompson told me, he's going to work
                    for her. Irv's going to tell you
                    today. I thought if I told you now,
                    you could fix it.

       ANDY stands there, breathless. Waiting for MIRANDA'S
       reaction. And MIRANDA looks past her...

       ...we see she's scrutinizing a passing floral arrangement.

                    Are those freesias?

                    What? No. I specifically told them--

                    If I see freesia anywhere, I will be
                    very disappointed.

       She walks away. Leaving ANDY standing there.

180    INT. CHATEAU -- DAY                                                    180

       We see MIRANDA, mingling with everyone, looking completely
       poised. ANDY watches her. Just can't believe her composure.

       She spots CHRISTIAN. He raises a glass. She looks away.

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180   CONTINUED:                                                            180

      Suddenly the room quiets as NIGEL steps to the podium.

                                                         DISSOLVE TO:

181   INT. CHATEAU -- DAY                                                   181

      NIGEL is at the podium introducing MIRANDA.

                   For seventy-two years, Runway has been
                   more than a magazine, it's been a
                   beacon of elegance and grace. Miranda
                   Priestly is the finest possible
                   guardian of that beacon, setting a
                   standard that inspires people across
                   the globe. Ladies and gentlemen, I
                   give you Miranda Priestly.

      We see ANDY, applauding as MIRANDA steps to the podium.

                   Thank you everyone. Before I talk to
                   you about James and everything he's
                   accomplished, I have news.

      JAMES smiles at her, raises a glass of champagne.

                             MIRANDA (CONT'D)
                   Tonight is not just an important night
                   for me, for Runway, and for James,
                   it's also important for someone else
                   in this room...

      ANDY shoots a look at CHRISTIAN. Can tell from the look on
      his face he has no idea where this is going.

                             MIRANDA (CONT'D)
                   As of next month, James will be
                   partnering with CFG in an expansion of
                   his line.

      Light applause.

                             MIRANDA (CONT'D)
                   James and Runway have one important
                   thing in common -- a commitment to

      ANDY looks over at NIGEL. Beaming.

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181    CONTINUED:                                                             181

                              MIRANDA (CONT'D)
                    And so it comes as no surprise that
                    James has selected someone from the
                    Runway family as the new copresident
                    of JH International...

       NIGEL straightens his suit.

                              MIRANDA (CONT'D)
                    My esteemed colleague, Jacqueline

       And she indicates JACQUELINE, who waves. Everyone applauds.

       ANDY'S mouth falls open. She looks over at NIGEL again. His
       face betrays nothing. He applauds along with everyone else.

       And ANDY looks to CHRISTIAN. Who is also shocked as hell.

                              MIRANDA (CONT'D)
                    Let's wish Jacqueline the best as she
                    pursues this wonderful opportunity.

       A hearty round of applause for JACQUELINE. MIRANDA smiles.

                              MIRANDA (CONT'D)
                    And now to the business at hand. A
                    celebration of one of my favorite

       She smiles at JAMES.

182-187 OMITTED                                                            182-187

188    INT. CHATEAU -- LATER                                                  188

       ANDY watches everyone swirling around MIRANDA. She walks over
       to NIGEL among the crowd of well-wishers.

                    You said it was your dream job.

       He turns to her. Some emotion on his face now.

                    I've given her everything I have,
                    Andy. She knows that.

                    But you don't need her. You could just
                    leave anyway and-

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188   CONTINUED:                                                            188

                       (quickly cutting her off)
                   When the time is right, she'll pay me

                   You sure about that?

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188     CONTINUED: (2)                                                         188

                     No. But I hope for the best. I have

        And he rejoins the swirl.

        Just then CHRISTIAN catches ANDY'S eye. At the same time,
        MIRANDA appears in front of her.

                     I'm ready to go.

        And ANDY turns and walks away, without so much as a glance
        back at CHRISTIAN.

189     INT. LIMO -- DAY                                                       189

        MIRANDA and ANDY ride in the limo on their way back to Paris.
        MIRANDA is as relaxed as we've seen her.

                     You thought I didn't know.

        ANDY nods.

                               MIRANDA (CONT'D)
                     I've known what was happening for
                     quite some time. It took a little
                     while to find a suitable alternative
                     for Jacqueline, one she would accept.
                     Turned out, that James Holt job is so
                     absurdly overpaid--

189aaA INT. RESTAURANT -- DAY                                               189aaA

        MIRANDA introduces MASSIMO to JACQUELINE.

                               MIRANDA (V.O.)
                     --she jumped at it.

189baA INT. LIMO -- DAY                                                     189baA

        ANDY takes this in...

                     Then I let Irv know Jacqueline was

189aA   INT. MIRANDA'S HOTEL ROOM -- DAY                                      189aA

        MIRANDA welcomes IRV into her hotel suite.

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189aA   CONTINUED:                                                            189aA

                               MIRANDA (V.O.)
                     Truth is, there's no one who can do
                     what I do, her included.

189aB   INT. LIMO -- DAY                                                         189aB

        ANDY watches MIRANDA, stunned.

                     Any of his other choices would find
                     the job impossible and the magazine
                     would surely suffer. Especially
                     because of the list--

189aC   INT. MIRANDA'S HOTEL ROOM -- DAY                                         189aC

        A quick flash of MIRANDA with IRV. She pushes a list across
        the table.

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189aC   CONTINUED:                                                          189aC

                               MIRANDA (V.O.)
                     --designers, photographers, editors,
                     writers, models, all of whom were
                     found and nurtured by me...

189aD   INT. LIMO -- DAY                                                      189aD

        ANDY listens, amazed.

                     ...all of whom have promised to follow
                     me whenever and if ever I leave
                     Runway. To any publication I choose.
                     Of course, as soon as Irv understood,
                     he reconsidered.

189aE   OMITTED                                                               189aE

189aF   INT. LIMO -- DAY                                                      189aF

        ANDY looks at MIRANDA, taking it all in.

          The Devil Wears Prada    2nd Blue In Progress   12/00/05
189aF   CONTINUED:                                                          189aF

                     I must say, I was impressed with you,
                     how intently you tried to warn me.

        ANDY looks at her, stunned that she knows.

                               MIRANDA (CONT'D)
                     I never thought I would say this,
                     Andrea, but I see some of myself in
                     you. Your dedication, your focus.

        MIRANDA looks out the window. They're approaching the next
        party and the paparazzi are waiting outside...

                               MIRANDA (CONT'D)
                     People think success happens to you.
                     It doesn't. You choose it. Every day,
                     I choose excellence. Who else does
                     what I do, at my level? Nobody. They
                     don't even understand what it takes,
                     the days, measured in milliseconds...

        ANDY stares at her.

                               MIRANDA (CONT'D)
                     But now you know --and I know -- that
                     you have it in you. That you can see
                     beyond what other people want and
                     choose for yourself.

        She smiles, like she's just given ANDY an enormous
        compliment. ANDY reels.

                     But I don't think I am like that.

        MIRANDA looks at her. Oh?

                               ANDY (CONT'D)
                     I couldn't do what you did to Nigel,
                     Miranda. There's no way I could do
                     something like that.

        Pause. ANDY can barely believe what she said. But instead os
        exploding... MIRANDA smiles.

                     Of course you can. You already did. To

        ANDY reels.

          The Devil Wears Prada   2nd Blue In Progress   12/00/05
189aF   CONTINUED: (2)                                                     189aF

                   That's not what I -- that was
                   different. I didn't have a choice.

                   No. You did choose. You chose to get
                   ahead. You want this life, those
                   choices are necessary.

                   But what if it's not what I want? I
                   mean, what if I don't want to live the
                   way you do?

        MIRANDA looks at her and smiles, and this time, for the first
        time, her smile is almost maternal.

                   Don't be silly, Andrea. This is what
                   everyone wants. Everyone wants to be

        And with that she opens the door to the limo...

189A    EXT. RED CARPET                                                     189A

        ...onto the red carpet where she is instantly embraced by the
        flashing lights of the cameras.

        ANDY quietly steps out behind MIRANDA. Squinting. She's never
        gotten used to the lights.

        MIRANDA moves down the red carpet. We follow her. It's not
        until MIRANDA is about to open the door that she realizes...

        ANDY is no longer beside her.

190     EXT. PARIS STREET -- EVENING                                         190

        We see ANDY, walking up the street in the dusky light.

        She has never looked more beautiful. She is serene. And she
        is free. The wind blows through her hair. She smiles.

        Her phone rings. She looks down. Sees the name MIRANDA.

        ANDY doesn't break stride for a moment as she...

        ...tosses the ringing phone into the nearest fountain.

191     OMITTED                                                              191
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192   INT. AIRPORT -- DAY                                                  192

      ANDY walks off the plane. Sees LILY standing there, among the
      CHAUFFEURS, holding a sign that says SACHS. ANDY cracks up,
      walks over to her.

                 Sorry. Town car's in the shop.

        The Devil Wears Prada          2nd Blue In Progress   12/00/05
192   CONTINUED:                                                                  192

                   You're such a pain.

                   And you'd be lost without me.


      They hug. And start walking away together...

                   Does this mean I have to give my purse

      She hugs it close.

193   INT. REUNION RESTAURANT -- DAY                                              193

      ANDY waits nervously. NATE walks in, slides into the booth
      across from her.

                   I have to be at work in ten minutes.
                   What's up?

                   I just wanted to say...

      She gathers her nerve.

                             ANDY (CONT'D)
                   Nate, you were right. About
                   everything. I turned my back on my
                   friends, my family, on everything I
                   believed in. And for what?

                   Shoes. And jackets and belts and--

                   Nate, I'm just... I'm so sorry.

      Beat. He looks at her.

                   I flew up to Boston while you were
                   gone. Interviewed at the Oak Room.


        The Devil Wears Prada          2nd Blue In Progress   12/00/05
193   CONTINUED:                                                                193

                   You're looking at their new sous-chef.
                   I'm moving up there in a few weeks.

                   That's great, I... congratulations.

      A moment. As it sinks in what this means.

                             ANDY (CONT'D)
                   Don't know what I'm going to do
                   without those late night grilled

                   They have bread in Boston. Might even
                   have Jarlsberg. We might be able to
                   figure something out.

                   You think?

                   You never know.

      They smile at each other. Friends, at least, for now.

                              NATE (CONT'D)
                   So, how about you? What are you going
                   to do now?

                   Not sure.

                   I'm not worried about you. Anything
                   you try, you're gonna kick ass.

                   You think so?

                   No. I know it.

                   Thanks. I actually have a job
                   interview today.

      Beat. He looks her up and down.

                   And that's what you're wearing?
       The Devil Wears Prada   2nd Blue In Progress   12/00/05

194   OMITTED                                                              194

195   INT. OFFICE -- DAY                                                   195

      ANDY sits across from a scruffy guy in his early forties.

                 You know our pay is crap.

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195   CONTINUED:                                                             195

                   That's fine.

                   Your clips were excellent. That thing
                   on the janitor's union... that's
                   exactly what we do here.

      She smiles, humble now.

                             EDITOR (CONT'D)
                   My only question is... Runway? What
                   the hell kind of blip was that?

                   Learned a lot. In the end, though, I
                   kind of screwed it up.

                   That's not what I hear.

      ANDY looks at him, confused.

                             EDITOR (CONT'D)
                   I called over there for a reference,
                   left word with some snooty girl, next
                   thing you know I got a fax from
                   Miranda Priestly herself--

      ANDY blanches.

                             EDITOR (CONT'D)
                   ...saying that of all the assistants
                   she had, you were by far her biggest

      ANDY takes a deep breath...

                             EDITOR (CONT'D)
                   And that if I don't hire you I'm an

      On ANDY, stunned.

                             EDITOR (CONT'D)
                   You must have done something right.

196   OMITTED                                                                196
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197    EXT. ELIAS CLARKE -- DAY                                              197

       ANDY walks over to the Elias-Clarke building, looking at a
       place that was, in its way, a home to her.

       Her eyes sweep up the building to the Runway offices.

       She takes out her cell phone.

198    INT. RUNWAY - BULLPEN -- DAY                                          198

       We see EMILY, back at her desk. The camera widens out so we
       can see... a new SECOND ASSISTANT, eager and nervous. She is
       showing EMILY a letter. 

                  My God, you call this a letter? Can
                  you spell any word in the English

       The phone rings. EMILY picks up.

                            EMILY (CONT'D)
                  Miranda Priestly's office.

                  Emily, it's Andy. Don't hang up. I
                  have a favor to ask you.

198A   INT. RUNWAY -- BULLPEN -- DAY                                         198A

       EMILY looks incredulous.

                  You're joking. YOU have a favor to
                  ask of ME?

198B   EXT. STREET -- DAY                                                    198B

       ANDY is walking up the street, on her cell phone. 

                  Thing is, I have all these clothes
                  from Paris and I don't have
                  anyplace to wear them, so I was
                  wondering... is there any way you
                  could take them off my hands? 

       Beat. EMILY realizes what ANDY is offering, but she won't let
       that show... 

        The Devil Wears Prada    2nd Blue In Progress   12/00/05
198B   CONTINUED:                                                          198B

                    Well, I don't know. It is a huge
                    imposition, but I suppose I could
                    help you out... I'll have Roy pick
                    them up this afternoon. 

                    Thanks, Emily. I appreciate it. 

198C   INT. RUNWAY -- DAY                                                  198C

       And without a goodbye, EMILY hangs up. The slightest smile
       creeps across EMILY'S face, but she quickly recovers, hands
       the ASSISTANT the letter. 

                    Why can't you be more like Andy?

199    EXT. STREET -- DAY                                                   199

       ANDY hangs up her phone and smiles. And suddenly she sees
       MIRANDA walk out of the building, on the phone.

                    ...I don't understand why it's so
                    challenging to get a car when I ask
                    for one.

                              EMILY (O.S.)
                    It should be there any second.

       And at that moment the car edges into view. MIRANDA hangs up
       and strides towards it.

       And just then something catches MIRANDA'S eyes. ANDY,
       watching her. They look at each other.

       A beat.

       And then ANDY nods her head -- in thanks, in salutation, and
       in farewell...

       But MIRANDA does not react. She gets into the car.

       ANDY shakes her head. That's MIRANDA. She smiles, then turns
       and starts to walk down the street.
       The Devil Wears Prada   2nd Blue In Progress   12/00/05

200   INT. CAR -- DAY                                                      200

      MIRANDA gets in, sits back in her seat. Through her window
      she can see ANDY, a bounce in her step, walking away...

      And MIRANDA, alone, where no one can see her, finally breaks
      into a real smile.

        The Devil Wears Prada   2nd Blue In Progress   12/00/05
200   CONTINUED:                                                         200

      She nods to her driver. Let's go.

201   EXT. STREET -- DAY                                                 201

      ANDY walks away, smiles, shakes her head, the whole thing
      almost like a dream. And as she continues moving confidently
      in the opposite direction from MIRANDA we...

      FADE OUT

Devil Wears Prada, The

Writers :   Aline Brosh McKenna  Lauren Weisberger
Genres :   Comedy  Drama

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