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                                 MAESTRO


                                   by

                        Bradley Cooper & Josh Singer




"A work of art does not answer questions, it provokes them;
and its essential meaning is in the tension between the contradictory answers."

                                                      LEONARD BERNSTEIN
                                                       OVER BLACK:

    We HEAR the piano beginnings of the Postlude from A Quiet
    Place...


1   INT. HALL/LIVING ROOM, FAIRFIELD HOUSE, CONNECTICUT - DAY (1989) 1

    IN COLOR.

    THE MUSIC CONTINUES. We find ourselves in a living room.
    LEONARD BERNSTEIN (LB), early seventies, alone, seated at a
    piano playing the notes we have been listening to, moving
    through the Postlude to A Quiet Place. But as he continues to
    play, we see a camera crew around him. He's not alone at all.

    Of course, as we pan back to him, it's as though he's alone...
    pushing through the discordant notes, pushing toward the
    resolve...

    Then he pauses, takes off his glasses and rubs his eyes.
    Struggling. A beat.

    Our angle shifts as LB turns, addresses our interviewer and
    the cameras.

                        LB
                It was always better on the piano, I
                don't know why. So to answer your
                question, yes, I carry her around
                with me quite a bit. I've often seen
                her in the garden working. Julia
                Vega swears that she's at the top of
                the stairs every morning when she
                comes down to do the laundry. Making
                sure she's separating the whites and
                the darks. And our children are very
                jealous because they've never seen
                her. I... I miss her terribly.
2                                                                    2
    INT. APARTMENT, NEW YORK, NY - MORNING (NOVEMBER 14, 1943)

    IN BLACK AND WHITE.

    Shades drawn. Near black when a phone begins RINGING. We see a
    YOUNG LEONARD BERNSTEIN, 25 years old, thin, handsome,
    shirtless, lumber over and pick up the phone. His eyes are
    closed, he's still half asleep.

                        LB (INTO THE PHONE)
                Hello?... Yes.
                 (and turning on the light)
                Of course... Yes, I'm aware... Oh.
                Can you hold on one second, please?
                                                                  2.


    He puts the phone to his shoulder. He reaches for a cigarette
    and lights it.

                           LB (INTO THE PHONE)
                   Well, that's terrible news, is he
                   going to be okay?... No, I
                   understand... And no chance for a
                   rehearsal?... Yes. Alright...
                    (then)
                   May I get three tickets for
                   today?... Yes... Alright, alright,
                   yes, thank you.

    LB hangs up.    Processes.

    WIDE as he climbs onto the window sill and throws open the
    drapes. We hear the DRUMS from the open to his Symphonic Suite
    from `On The Waterfront': Andante.

    Light pours into the one room apartment. A kitchenette in the
    wall, some striped wall hangings, a Steinway, composition
    paper everywhere and... a YOUNG MAN, sprawled face down on the
    fold out bed. Naked.

                           LB
                   You got `em boy!

    LB jumps from the window sill onto the naked man, drums his
    buttocks and rolls off as he grabs his robe and we MOVE WITH
    LB as he throws on the robe and...

    ANGLE ABOVE LB [in a G-D POV we'll hold for most of this next
    sequence] as he heads out the door into --
3                                                                       3
    INT. HALLWAY - CONTINUOUS

    A long hall in a bit of daze.     He gets to a door, opens it and
    runs through to --
4                                                                       4
    INT. BALCONY BOX, CARNEGIE HALL - CONTINUOUS

    He leans over and the drums PUSH THE CAMERA past him... flying
    into the empty house, FALLING toward the stage....getting our
    first view of CARNEGIE HALL - four balconies, 2804 red seats
    in a white jewel box of a house; it's at once intimate and
    imposing. And far away, up in the high balcony, we see... LB.

    We PUSH BACK towards him as the drums drive him back out the
    door he came and into --
5                                                                       5
    INT. BACKSTAGE, CARNEGIE HALL - EARLY AFTERNOON

    A hallway floor with the shadow of LB coming toward us now
    dressed in a double breasted suit and bowtie.
                                                                 3.


    The heavy bass of the drum beats pounding. He continues to
    walk as a man - BRUNO ZIRATO, 59, a Neapolitan, greets and
    walks along with him talking and gesticulating.

                 LB
    Hello.                                  BRUNO ZIRATO
                                   Did you get any sleep?

                        LB
                No, I didn't get any sleep, Bruno.
                Manfred starts with a down beat rest
                and you didn't give me a rehearsal
                with the orchestra.

                        BRUNO ZIRATO
                I told you you were going on!

                        LB
                No, you told me it was a
                possibility, Bruno!

    They reach the edge of the curtain. LB peers out at the
    PACKED HOUSE... and starts to sweat. The drums still blaring
    reaching what feels like a summit!

                        CBS ANNOUNCER (OVER PA)
                Good afternoon. United States
                Rubber Company again invites you to
                Carnegie Hall to hear a concert of
                the New York Philharmonic Symphony
                Orchestra of which Artur Rodziski
                is musical director.

    And BAM! The last drum beats and the music ends.

                        CBS ANNOUNCER (CONT'D)
                Bruno Walter, who was to have
                conducted this afternoon, is ill and
                his place will be taken by the
                young, American-born assistant
                conductor of the Philharmonic
                Symphony, Leonard Bernstein.

    We hear grumbling and groans from the audience.    LB goes a bit
    PALE. A beat. Then he walks out onto --
6                                                                      6
    INT. STAGE, CARNEGIE HALL - CONTINUOUS

    The long walk to the podium. We feel the audience now, LB
    sweats more with every step... We WIPE AROUND LB, maybe
    catching a few skeptical looks from the orchestra before we
    ISOLATE ON LB, leaving us only with the silent auditorium,
    LB's breathing and the sound of his hands opening the score.
    He peers down at it. A BEAT.
                                                                  4.


    HE LOOKS UP AND MAKES EYE CONTACT WITH EVERY ORCHESTRA MEMBER.
    We see a GLINT in his eye as he confronts this challenge...
    and rises to it... He lifts his hand with shocking self-
    assurance.

    CLOSE ON that hand as it drives through the downbeat rest then
    jerks back up, seizing the moment.

                        BRUNO ZIRATO (PRELAP)
                Today, you were here for an historic
                performance...

                                                       DISSOLVE TO:
7                                                                      7
    INT. STAGE, CARNEGIE HALL - LATER

    LB next to Bruno Zirato, who addresses the audience, rapt,
    still standing from their ovations. The energy is palpable.

                        BRUNO ZIRATO (CONT'D)
                This performance, that was
                fantastic, was broadcast all over
                the world. And I feel obliged to say
                that Maestro Bernstein was called
                this morning at nine-thirty and he
                was told that he would actually
                conduct here, for the first time,
                after many years --

                  LB
    With no rehearsal!                      BRUNO ZIRATO
                                   ...without rehearsal...

    The audience laughs, simply captivated by LB.

                        BRUNO ZIRATO
                ...but he loves the music, he
                doesn't need rehearsal, he feels it
                so much! And after many years, and
                he really wanted this, it has
                happened and I'm so proud, Carnegie
                Hall is so proud of you, and New
                York is proud of you.

    He turns to the audience, introducing the world to --

                        BRUNO ZIRATO (CONT'D)
                Leonard Bernstein!

    The audience erupts in applause.
                                                               5.

8                                                                    8
    INT. LB'S APARTMENT, NEW YORK, NY - DAY (1943)

    The sun pours into the downstairs area of LB's apartment.
    There is a man, JERRY ROBBINS, who seems to be almost
    stretching by the way he is seated on the piano bench. Another
    man, who we recognize from the bedroom, DAVID OPPENHEIM, now
    in a suit, is seated in a chair reading from a newspaper. In
    the far right, there is a door left ajar. LB is behind it, on
    the toilet with what looks like a score on his lap.

                        LB
                Well, I'll tell you fellas, I don't
                remember a thing after that downbeat
                rest. I must have blacked out, and
                then when the audience applauded, I
                came to.

                          JERRY
                Listen, don't let this get in the
                way. We are on a roll here, baby,
                and I want to be able to choreograph
                the last segment with the dancers
                while I'm in Cincinnati.

                          LB
                Okay, but Jerry, I'm in love with
                the music. I told you, as soon as I
                have something that I'm cooking up,
                I'm going to record it and send it
                to you.

    David reads from the paper.

                          DAVID
                This the new ballet he's composing
                for you? The one about three sailors
                on leave in New York getting up to
                no good?

                          JERRY
                That's the one.

                          DAVID
                Don't argue with him, Jerry.
                 (off the Times)
                He is a young man, "to be reckoned
                with!" You can read it right here!

                        LB
                Oh, David, please...

    But David holds up the paper.
                                                               6.


        DAVID (CONT'D)
"Bernstein shows mastery of
score. Youthful conductor                       LB
carries out an exacting           David, please!
program in sudden emergency."

                      JERRY
            Sure, right next to Hitler's
            bombing of Poland.

There is a KNOCK at the door.

                      LB
            Come on in, it's open!

ISAAC, the assistant stage manager to the NY Phil, enters. But
as he opens the door, it hits the other open door to the room
LB has been in. Isaac looks over to LB on the toilet.

                      ISAAC
            Sorry, gentlemen...

                      DAVID
            No, no, he likes leaving the door
            open.

            ISAAC                               LB
Oh for god's --                   Oh hey, Isaac how are you,
                                  you know David, and that's
                                  Jerry Robbins.

                    JERRY
            Hi, Isaac.

                      ISAAC
            Hello.
                (to LB)
            Listen, listen, we've gotta get you
            downstairs, you're an hour late
            Lenny--

                      LB
            I'm coming, I'm just working on the
            score and--

            ISAAC
I understand, Rodziski's
coming in at 11:30 to                          LB
rehearse --                       Rodziski's here?

            ISAAC                               LB
Yes...                            Ok well, I'll be down in a
                                  second, I promise.
                                                                   7.


                           JERRY
                 Isaac, Isaac, don't forget your
                 show pony here is a composer.

     We begin to hear a four hands piano piece and we cut to --
9                                                                       9
     INT. LB'S APARTMENT, NEW YORK, NY - DAYS LATER

     Four hands come down on a piano, play us through Fancy Free
     Ballet: VI. Three Dance Variations: Var. I (Galop).

     Find LB at the piano, in a sleeveless undershirt, a cigarette
     dangling from his mouth, alongside AARON COPLAND, 46, sad eyes
     and a receding hairline, in a shirt and tie. The two of them
     play four hands off a handwritten score, a microphone beside
     the keyboard wired to an early, piano disc recorder, where
     David, in a robe, tends to the disc. They finish with a
     flourish.
10                                                                      10
     INT. LB'S APARTMENT, NEW YORK, NY - LATER

     David Oppenheim lays back while getting a foot massage from
     LB.

                         LB
                 I'm learning not to do it so hard,
                 right?

                         DAVID
                 It's perfect. Whatever you're doing
                 right now, it's perfect.

                         LB
                 I always do get a bit too
                 overzealous.

     David laughs as we hear romantic notes from The Lonely Town
     Pas de deux from On The Town, which continues throughout.

                         LB
                 I get too excited. Both your feet
                 went up, I don't know what to do
                 with myself. It's just too much!
                 It's too much for one man.

                 DAVID
     I think it's just because it                 LB
     was on a liver spot--          No, no, it's just too much
                                    for one man to take.
                                    Honestly, David.
                                                           8.


            DAVID
You're too much.                             LB
                               I mean, I'll never leave the
                               apartment, I just won't.
                               That's just the reality.

                    DAVID
            Please don't...

Then LB leans into frame, revealing the piano disc microphone.
He talks into it while gently continuing the massage.

                    LB (INTO MICROPHONE)
            Dear Jerry, this is an impromptu
            apology for the record, which isn't
            so very bad, but it's not so very
            good either.
             (perusing the score)
            I'm looking through the score now,
            exhausted, and, uh, everything's
            okay up to number three, when all
            the counterpoint comes in with the
            two pianos. I'm afraid it's sort of
            messy there.

David sits up and tends the recording.

                    LB (INTO MICROPHONE)
            At any rate, it's hard to do on two
            pianos, so with an orchestra I think
            you will be able to be very clear.
            And pardon all the mistakes...
                (laughing)
            ...but it was all Aaron Copland's
            fault...

     AARON COPLAND (O.C.)
It was all my fault!                    LB (CONT'D)
                               ...and there he sits now!

                    AARON COPLAND (O.C.)
            It's not true!

                    LB
            Anyway, I'll leave it to you to
            figure out, Mr. Robbins, how to
            dance to this type of music... but
            give my love to everybody, in the
            thing, and I hope you like it. Good
            luck, Jerry.

LB nods to David, who turns off the recorder.
                                                                   9.


                         LB
                 Well, I've got to get to rehearsal
                 and--

            DAVID OPPENHEIM                        LB
     I've got it.                      (off David)
                                    You do? Aw you're such a
                                    chap!

                         AARON COPLAND
                 It's downstairs, you're still gonna
                 be late.

     LB grabs a blazer and bowtie, rushing out.

                 DAVID                            LB
     Put in a word for me with         (strokes David's hair)
     Rodziski for me, will you?     I will. I'm not his favorite,
                                    but I will. Love you baby.

                         DAVID
                 Love you.

     The Lonely Town Pas de deux continues, taking us to...
11                                                                      11
     EXT. SUBURBAN STREET, QUEENS, NY - NIGHT

     The MUSIC CONTINUES. 23-year-old FELICIA MONTEALEGRE steps off
     a city bus, onto a triangulated suburban street in Queens.

     She begins to walk toward us as the music swells then fades as
     we switch to her POV and move across the street toward a
     house. We hear music and voices from within, which grow louder
     as we approach a front door left ajar.
12                                                                      12
     INT. LIVING ROOM, CLAUDIO ARRAU'S HOUSE, QUEENS, NY - NIGHT

     We are with Felicia as she enters a packed, smoke-filled
     living room. There is a congregation around a piano. Felicia
     makes her way there as we find a man and a woman performing
     Carried Away from On the Town.

     Felicia reaches the edge of the small crowd, but we hold on
     her as the music ends and everyone roars with laughter. A
     woman enters frame, SHIRLEY BERNSTEIN.

                         SHIRLEY
                 Brilliant, but... but what no one
                 here knows is how he beat the
                 Soprano out of his poor baby sister
                 performing all those Operas when we
                 were children. Let that be fair
                 warning to you and to everyone!
                  (to Felicia)
                         (MORE)
                                                             10.
                     SHIRLEY (CONT'D)
             Hello, I thought you might be here.
             You've certainly been making the
             rounds. Have you met the gang?

           FELICIA                           SHIRLEY
No.                                 (turns to)
                                 Betty and Adolph, they're
                                 just a riot...

Now we ANGLE on the woman and man who were singing Carried
Away, BETTY COMDEN and ADOLPH GREEN...

                       FELICIA
             Hello.

         BETTY COMDEN
Hello.                                    ADOLPH GREEN
                                 Hey there.

...and now we pan to a young ELLEN ADLER, draped over the
piano player who is facing away from us, a familiarity which
comes from a sexual history together.

                     SHIRLEY
             ...Ellen, of course you've run into
             her at her mother's studio, no
             doubt.

         ELLEN ADLER                        SHIRLEY
Hello, Felicia.                     (tongue in cheek)
                                 Who did I miss? Have I missed
                                 anyone?

                     LB
             Just the piano player.

And as the piano player turns toward us, we reveal it's a
young LB. He looks at Felicia.

                     SHIRLEY
             Well, I figured you needed no
             introduction.

              LB
Hello. I'm Lenny.                           FELICIA
                                 Hello, Felicia.

                     LB
             Bernstein.
              (points to Shirley)
             Like that one.

                     FELICIA
             Montealegre.
                                                                 11.


                         LB
                 Montealegre?

                         FELICIA
                 Montealegre-Cohn.

                         LB
                 Cohn? Montealegre-Cohn... well,
                 that's an interesting marriage of
                 words.

     He plays Loesser and Hollander's You've Got That Look and we --
13                                                                  13
     INT./EXT. LIVING ROOM, CLAUDIO ARRAU'S HOUSE, QUEENS, NY - LATER

     CLOSE ON Ellen Adler, who sings the Marlene Dietrich classic
     which will play through the scene. From a window, we reveal
     we're outside with LB and Felicia mid-conversation.

                         LB
                 ...fascinating, because you come
                 from an aristocratic European family
                 on your mother's side and your
                 father is American, and he's Jewish,
                 and then you moved to Chile because
                 your father... It's amazing I
                 remember all this, isn't it?

                           FELICIA
                 I know!

     Felicia laughs, flush with excitement at having LB's full
     attention, yet desperately trying not to reveal it.

                   LB
     I remember everything...                   FELICIA
                                     I don't know how!

                         LB
                 So you moved to Chile because of
                 your father's business, and now, now
                 you're firmly planted in New York
                 City studying piano...

                           FELICIA
                 Yes.

                         LB
                 ...but you're actually studying
                 acting and that is a career which
                 demands the versatility to play a
                 panoply of characters and that is my
                 conclusion... that you, my dear, are
                 very similar to me.
                                                          12.


                    FELICIA
            How?

                    LB
            Because you had to take all the
            pieces of all the bits of you that
            are scattered across these varied
            landscapes and form, create the
            veritable person that stands before
            me now.

           FELICIA
And how is that similar to                    LB
you?                            You just asked me and I just
                                told you!

           FELICIA
I know, I know, I know! Okay,                 LB
Russian Orthodox Jew growing    Oh, someone else was
up in Boston...                 listening.

           FELICIA
Child of immigrants...                       LB
                                Yes.

                    FELICIA
            Your father a self-made businessman
            steeped in Talmud. Harvard, then
            Curtis School for Music...

                    LB
            Institute.

                    FELICIA
            Institute of music in Philadelphia.
            Now firmly planted here...

                    LB
            Very firmly.

           FELICIA
...in New York City, pursuing
composition and conducting...                 LB
                                ...under the guise of a
                                concert pianist, drawn to
                                this artistic mecca, fleeing
                                my puritanical origins. Just
                                like you.

                      FELICIA
            Come now, surely your family was a
            tad more supportive.
                                                               13.


                           LB
                 No, my father imagined me a Klezmer
                 playing for Kopeks on a street
                 corner. He was desperate for me to
                 join the family business so I could
                 make a living.

                           FELICIA
                 What was the family business?

                           LB
                 Samuel J. Bernstein Hair Company.

                           FELICIA
                     (laughing)
                 Really?

                         LB
                 Yes. So I had no choice but to
                 become a composite of adopted
                 speech, manner, outlook on life, a
                 composite which enables me to be
                 many things at once. And that's why
                 we, you and I, are able to endure
                 and survive. Because the world wants
                 us to be only one thing, and I find
                 that deplorable.
                  (then)
                 I find you very attractive, Felicia.

                FELICIA                     COMDEN AND GREEN
     Me?                                (sing, through window)
                                     Carried away! Carried away!

     They're interrupted by Comden and Green, belting a reprise of
     the chorus to Carried Away up against the window.

                         COMDEN AND GREEN
                  (pointing at LB)
                 You get carried, just carried away!

                         LB
                  (to Felicia)
                 It's really too much. I'm very
                 sorry.
14                                                                    14
     EXT. SUBURBAN STREET, QUEENS, NY - LATER

     We hear the Prelude from LB's Trouble in Tahiti. LB and
     Felicia laugh and shout as they race to catch a CITY BUS. They
     make it just before it pulls away...
                                                                 14.

15                                                                     15
     EXT. STREET, GREENWICH VILLAGE, NY - NIGHT

     The MUSIC CONTINUES as Felicia and LB walk in step together,
     rounding a corner heading toward the Provincetown Playhouse.

                FELICIA                           LB
     ...Oh, I like that.            You have a lot of energy I
                                    have to tell you.

     They reach the door and as they disappear into the theater...
16                                                                  16
     INT. STAIRWAY, PROVINCETOWN PLAYHOUSE, GREENWICH VILLAGE - NIGHT

     We are below the two of them coming down the stairs.

                         LB
                 I'm just following you, I don't know
                 where, I never go to this part of
                 town.

                         FELICIA
                 I know-- I can't imagine you ever
                 being in a place like this. Now you
                 go in here, just on the stage...

                         LB
                 Oh, okay.

     She points him onto...
17                                                                     17
     INT. STAGE, PROVINCETOWN PLAYHOUSE - CONTINUOUS

     A stage lit by a lonely ghost light. LB heads in as Felicia
     continues off camera, leaving LB alone on the stage.

                         FELICIA (O.C.)
                 Take your shoes off!

                         LB
                 Oh, okay, where do I put them?

                         FELICIA (O.C.)
                 Over on the other side.

     LB takes his shoes off, tiptoes across the stage, calls out...

                         LB
                 Where are you going?

                         FELICIA (O.C.)
                 I'm just getting the script!

     LB pulls out a cigarette, lights it and calls out again.
                                                            15.


                    LB
            The script?

                    FELICIA (O.C.)
            Yes!

              LB
What, I have to act, too?                FELICIA (O.C.)
                                What?

                    LB
            Do I have to do something?

                    FELICIA (O.C.)
            Well... Maybe!

                    LB
            Well, now I'm nervous.

                    FELICIA (O.C.)
            You should be nervous.

LB looks around.

                    LB
            Well, this is just lovely. This is
            just lovely.

ANGLE ON the ghost light, Felicia appearing behind it out of
the backstage shadows with a copy of the script.

                    FELICIA
            If I'm going to read a scene with
            Maestro Bernstein, I better make a
            show of myself.

              LB                              FELICIA
Maestro Bernstein? That            (laughs)
sounds very fancy.              Yes.

She handing him the script, Lorca's When Five Years Pass.

                    FELICIA
            Here.

                    LB
            Okay... we're going to read it?
            We're actually going to do it?

                    FELICIA
            Yes.

                    LB
            And I'm the king?
                                                          16.


                    FELICIA
            You're the king and this is your
            castle.

                    LB
            Oh wonderful.

                    FELICIA (CONT'D)
            Now, even though you're the king,
            you're quite taken with me...

                    LB
            Yes.

                    FELICIA
            ...and so you've decided to give me
            a white rose from your crown.

                    LB
            Of course I did.

LB makes to hand her his pretend flower.

                    FELICIA
            No, no, you don't have it yet. I
            have to give it to you!
             (hands him a pretend flower)
            Here's your flower.

              LB                             FELICIA
I didn't read the play.           (laughs)
                               No, I know.

                    LB
            Now, hold on... Can you hold this,
            please?

He hands her back the script, takes off his jacket, throws it
off stage and then gets down on one knee.

              LB
Alright, since I'm the king,                 FELICIA
who's in love...               Mmm.

And now, he extravagantly hands her the flower.

                    FELICIA
            A gift for me, my liege?

                    LB
            Oh, that's very good.

                    FELICIA
            It's your line.
                                                              17.


                     LB
              (reading, ACTING)
             Oh, uh, with your little spots of
             wax, white rose, you look like, the
             extravagantly hands her the flower --

            FELICIA                            LB
No, no...                           (realizes, ACTING)
                                 You look like the eye of a
                                 broken moon.

Felicia can't help but laugh at him.

                     FELICIA
             You are terrible.

                     LB
             Well, it's your line.

                     FELICIA
             You're always changing, my love.
              (pulls him up)
             I didn't see you yesterday, but I
             looked at your horse. He's so
             beautiful, but not as beautiful as
             you are. Because you are a dragon.

She leans in and kisses him. LB's surprised. He returns the
kiss, passionately... but she pulls back, still in character.

                     FELICIA (CONT'D)
             I believe you could break me in two
             with your arms, as weak as I am,
             like frost, burned in the sun.

We hear an electrical surge as bright stage lights flicker on.

                     JOSEPH
             That's a bit better, isn't it, Miss
             Montealegre? A little more light?

A janitor (JOSEPH) walks through the house towards the stage,
stopping to pick up the jacket LB flung into the aisle.

                     FELICIA
             Why, thank you, Joseph.

                     LB
             Oh, Joseph, I apologize. I got
             nervous, I thought there was a
             spider and I... tried to kill it
             with my jacket.
                                                            18.


                     JOSEPH
             Give the stage door a shove on your
             way out. It'll lock on its own.

              LB
Thank you, Joseph.                           FELICIA
                                  Good night, marvelous. Thank
                                  you, Joseph.

He goes.   LB turns to Felicia.

                     LB
             You didn't tell me your father owns
             this place.

She laughs, moving off and lighting a cigarette.

                     LB
             Is this how you lure in all your
             male suitors?

                     FELICIA
             No, I rarely stay out past nine.

                     LB
             Well, hold on a second, you made an
             exception for me?

                     FELICIA
             I thought maybe you were worth
             making an exception for.

                     LB
             Oh, well, I hope it doesn't cost you
             too much. How can I make it worth
             your while?
              (then)
             Oh, I've got it. Something's wrong.

                     FELICIA
             What?

He moves to her, takes her hand.

                     LB
             What's your character's name?

                     FELICIA
             Uh... Margaret.

                     LB
             Margaret?
              (laughs, spins her centerstage)
             Margaret.
                                                            19.


           FELICIA
Yes?                                         LB
                               And you're the understudy?

                     FELICIA
            Yes.

                    LB
            No, I think you should be Margaret.
            I think you should be Margaret eight
            shows a week. That's what I think.
            Front and center...

           FELICIA
No, no, no...                                LB
                               ...and if it's fear that's
                               stopping you, Felicia...

                    FELICIA
            There are many things stopping me,
            Lenny, but fear isn't one of them. I
            wouldn't be standing here in front
            of you, heavens I wouldn't even be
            in New York City if fear had gotten
            the better of me. It's just not that
            easy. We'd be fools not to think
            that luck plays a part as well as
            talent and determination.

                    LB
            I'm a perfect example of that.

                    FELICIA
            Oh, you must be joking.

                    LB
            If Bruno Walter hadn't gotten sick
            that fateful day and Rodziski
            snowed in upstate, I never would
            have had my debut at the
            Philharmonic.

           FELICIA
That, my sweet boy, is an
attempt at humility, but the            LB (CONT'D)
truth is if it wasn't that     I'd be teaching piano to
day, it would have been        little eight-year-olds who
another...                     complain...

                    LB
            Oh, is that what you think?

                    FELICIA
            Yes, I know it.
                                                               20.


                           LB
                 Really?

                         FELICIA
                 Of course. And don't forget you are
                 a man.

                         LB
                 I never do.

                           FELICIA
                 Right.

     PRELAP a roar of applause and the open of Paris Waltz from
     Candide. Felicia walks past LB, who wipes frame and we're --
18                                                                    18
     INT. STAGE, BROADWAY HOUSE, NEW YORK, NY - NIGHT

     The MUSIC CONTINUES. Felicia, now in costume, walks downstage.
     We pan around her to see a theater now crowded with people on
     their feet, clapping and cheering...

                         FELICIA
                 Oh my God!

     Felicia bows, back to us, taking in the standing ovation as
     the cast joins her and a young man with flowers runs up. She
     takes his flowers...

     We come round front. She holds out her hands and the cast of
     When Five Years Pass joins her. The applause continues. They
     take one final bow and move below frame as we MATCH TO --
19                                                                    19
     INT. STAGE, CARNEGIE HALL, NEW YORK, NY - NIGHT

     LB rises into frame from his own bow, absorbing the adulation
     of the even larger full house, an immense and ecstatic crowd.

     LB takes it all in then gestures to his orchestra, inviting
     them to join him.
20                                                                    20
     INT. DRESSING ROOM, BROADWAY HOUSE - NIGHT

     A long mirror. The post performance melee. The women each sit
     at their stations to take off their makeup. Shirley sits down.

                         SHIRLEY
                 You were marvelous.

     Felicia turns to Shirley.

                         FELICIA
                 Oh my goodness. Shirley Bernstein!
                 It's very kind of you to come!
                                                           21.


           SHIRLEY
I brought Richard Hart and                  FELICIA
his wife, Lil.                   No, you didn't.

                    SHIRLEY
            Dick is rehearsing his new broadway
            show with Eva Gabor and he is not
            long for this marriage, and, well, I
            think he's your type.

                    FELICIA
            What type is that?

                    SHIRLEY
            Same as mine, unavailable.

DICK HART, 30s, a handsome young actor, walks in with his
wife. Felicia's taken with Hart, who's captivated by Felicia.

                    DICK HART
            Marvelous.

He reaches out, kissing her hand.

                    FELICIA
            It's so kind of you to come. I just
            loved Dark of the Moon.

                    DICK HART
            Oh, stop. You're marvelous. The
            production is better for you being
            in it.

                    FELICIA
            Well, it's only for the week, but
            it's so kind of you to say.

                    DICK HART
            If they had any sense, they'd tell
            Miss Jones to stay in bed. You
            really are wonderful.

He's forward, seductive. Dick's wife (LIL) doesn't like it.
And as Felicia responds, she reaches in for him.

          LIL HART                          FELICIA
Dear.                            Oh, thank you, it's so kind
                                 of you to come.

          DICK HART
My pleasure.                                  FELICIA
                                 Thank you.

Lil pulls Dick away from Felicia and out the door.
                                                               22.


                          SHIRLEY
                  Come have a bite with us.

                          FELICIA
                  Oh I, I can't, I'm catching the
                  train to Tanglewood in the morning.

                          SHIRLEY
                  Tanglewood? You're going to see my
                  brother?

                          FELICIA
                  Well, don't look so surprised.

                          SHIRLEY
                   (a bit flustered)
                  I'm not, I just... he didn't mention
                  it.

                          FELICIA
                  Well. Perhaps he was being discreet.

                          SHIRLEY
                  My brother? I doubt it.

     Shirley exits, leaving Felicia slightly embarrassed. She turns
     toward the mirror as we DISSOLVE TO --
21                                                                    21
     EXT. TANGLEWOOD, LENOX, MA - DAY

     HIGH AND WIDE as we CRANE DOWN upon LB and Felicia sitting in
     the grass under the shade of a large oak tree. LB is laughing.

                          FELICIA
                  ...no, try again.

                   LB
     Oh gee, it's six!                             FELICIA
                                      No.

                           LB
                  Eight.

                          FELICIA
                  You're terrible at this.

                  LB
     It's four.                                    FELICIA
                                      No.

                  LB
     Three.                                        FELICIA
                                      No.
                                                         23.


                    LB
            Well, it has to be seven, then.

                    FELICIA
            Can you try to... just concentrate.

                    LB
            Maybe I should stop and think for a
            second.

                    FELICIA
            You should stop and think because I
            am sending it to you. Right now.

A beat, then --

             LB
Twenty.                                      FELICIA
                               No.

They laugh, comfortable together.

                    LB
            So how long do we have to do this
            for?

                    FELICIA
            Oh, we need to build up a very
            strong connection.

              LB
I can't-- I don't know what                  FELICIA
you're doing.                  Hmm?

              LB
You could be building a bomb               FELICIA
back there for all I know.        (laughs)
Blow the whole place up.       I'm just very, terribly,
                               terribly relaxed. Aren't you?

                    LB
            Yes, I am.

                    FELICIA
            Are you?

                    LB
            Yes.

                    FELICIA
            I've never seen you sit still for so
            long. Are you itching to move?
                                                                  24.


                   LB
     No, I'm not...                              FELICIA
                                      Good.

                          LB
                  Actually, at all.

     We hear the haunting clarinet from Facsimile - Choreographic
     Essay for Orchestra: Part I - Molto Adagio and we...
22   EXT. 2ND FLOOR BEDROOM/TERRACE, SERANAK HOUSE, TANGLEWOOD - DAY 22

     MUSIC CONTINUES as Felicia puts clothes from a small suitcase
     on the bed. She notices LB fumbling with his tie, grabs
     another tie and reaches for his hand.

                          FELICIA
                  Come here, I'll do it. My goodness.

     LB takes her hand and lets her lead him to the terrace.

                          LB
                  I'm useless, aren't I?

                FELICIA                             LB
     You are!                            (she turns him around)
                                      Where am I going?

                          FELICIA
                  Here, stand there. Not this one.

     She pulls off the tie haplessly hanging from his neck and lays
     it on the bannister. She puts the other tie on him.

                          LB
                  Oh, why not?

                          FELICIA
                  Well, a little garish maybe. Also,
                  you were fumbling so much...

                          LB
                  I like this.

     She pulls the tie through and gently begins to knot it.

                          FELICIA
                  I love your smell...

                            LB
                  You do?
                                                                   25.


                         FELICIA
                 I do. It's my father. Isn't that
                 odd? I used to just love wrapping
                 myself up in his trench coat when he
                 would walk in the door at night from
                 work. That smell would intoxicate
                 me. I always associate it with
                 feeling safe.

     She finishes his tie but her eyes are still locked on his.

                         KOUSSEVITZKY (PRELAP)
                 She's so beautiful, tell me about
                 her.
23                                                                       23
     INT. FOYER, SERANAK HOUSE, TANGLEWOOD - DAY

     Follow LB and SERGE KOUSSEVITZKY (KOUSSEY), 70s, as they walk
     through the foyer trailing behind OLGA KOUSSEVITZKY, 44, and
     Felicia walking toward a table set for lunch...

                         LB
                 Oh, she's wonderful, she's a lovely
                 girl and we're just happy to be here.

              KOUSSEVITZKY
     Yes, where did you meet?                       LB
                                      We met at a party, at Claudio
                                      Arrau's.
24                                                                       24
     EXT. DINING TERRACE, SERANAK HOUSE, TANGLEWOOD - LATER

     On Koussey, at the head of a long table, eating lunch with LB,
     Felicia, Aaron Copland and Olga.

                         OLGA
                 So, Felicia, are you an actress?

                         LB
                 Marvelous actress.

                FELICIA
     I am. Well, sort of. Well,                     LB
     no, I am. I am!                  Of course you are!

                FELICIA
     Unbelievably, I am. And he is                    LB
     not.                             No, horrible.

                FELICIA                             LB
     I'm just finishing up a play--   Screen tested in LA and it
                                      was horrible.
                                                             26.


                    FELICIA
            No, he's a terrible actor.

                    LB
            Terrible. They sent me all the way
            to Hollywood, then they put me on
            camera and they said, `Thank you...

           FELICIA                            LB
They sent him straight home!    ...here's a one-way ticket
                                back to New York City.'

           FELICIA
Oh no.                                     COPLAND
                                Oh, no is right.

Copland beams at Felicia.

                    COPLAND
            He was a student here our inaugural
            summer. And now he's everyone's
            favorite teacher and you can't even
            get into the shed when he's
            conducting the student orchestra
            because it's so full.

              LB
Oh, it's only because I love             KOUSSEVITZKY
them so much, that's all.       Tell what happened with,
                                Lenny, Lenny, Lenny...

LB turns to Koussey, smiles. But Koussey's dour.

                    KOUSSEVITZKY
            Tell me what happened with the
            Rochester Philharmonic.

                    LB
            Oh, they passed me over.

                    KOUSSEVITZKY
            Yes, I know.

                    LB
            They thought I was spending too much
            time with you in Boston.

                    KOUSSEVITZKY
            Is that the reason?

                    LB
            I believe it was.

LB's unusually quiet. Copland tries to change the subject.
                                                             27.


                    COPLAND
            Koussey, we should really discuss
            Our Town if you have--

         KOUSSEVITZKY
Running off to Hollywood,
wasting time on musical                      LB
theater...                     I promise you I'm giving up
                               that musical theater stuff.

                    KOUSSEVITZKY
            Lenny, you are responsible on
            account of your gifts.
             (to Felicia)
            He can be the first great American
            conductor...

                    OLGA
            Serge --

                    KOUSSEVITZKY
            ...but he would have to conduct his
            life in such a way that when he
            comes out on stage to lead his
            orchestra, he can truthfully say to
            himself, my life and my work are
            clean.

                     OLGA
            Serge.

Olga speaks to him in Russian; he responds in Russian, then...

                    KOUSSEVITZKY
            And the name... to a Bernstein they
            will never give an orchestra. But a
            Burns? Leonard S. Burns.

                    LB
            I'd have to sleep on that.

Koussey quiets. It's a bit awkward. He leans into Felicia.

                    KOUSSEVITZKY
            I used to entertain people on the
            train going back and forth to Moscow
            and upon every arrival, I had to
            return straight away because, of
            course, as Jews, we weren't allowed
            to live there. I never saw the city,
            not once. But I got to play.

A pause at the table. Olga turns to Koussey, talking in
Russian once more, running interference for LB.
                                                               28.


     As Koussey turns and responds in Russian, we see Felicia reach
     for LB's hand. Felicia leans in to LB, sotto --

                         FELICIA
                 I want to see them.

                         LB
                 See what?

                         FELICIA
                 All the things Maestro Koussevitsky
                 wants you to give up. All the music
                 you have made.

                  LB
     You do?                                    FELICIA
                                       Yes.

                         LB
                 Well, we can't just leave.

                         FELICIA
                 Oh, yes we can.

     As she pulls LB by the hand, and us along too, away from the
     table, we hear the four drum beats that mark the open to
     Bernstein's ballet, Fancy Free: I. Enter Three Sailors, and we
     DOLLY BACK, leading them as they walk underneath the terrace
     balcony and we MATCH CUT TO --
25                                                                    25
     INT. HOUSE/STAGE, ADELPHI THEATER, NEW YORK - NIGHT

     The MUSIC CONTINUES. LB and Felicia emerge from underneath the
     balcony of the Adelphi theater, the music louder now as LB and
     Felicia head down an illuminated path surrounded by darkness.
     They sit in the house for a moment...

     ...then Felicia pulls LB up onto the stage where the Ballet is
     underway and we see the iconic set of Fancy Free; the three
     sailors dancing under the New York street lamp next to that
     bar. LB and Felicia rush to take their seats in the bar at the
     table. The three sailors start to strut about the stage...
     Felicia smiles, loving the performance.

                         FELICIA
                 Unbelievable.

     LB watches her, appreciates how much she's enjoying it.
     Felicia catches LB looking at her, leans into him.

                         FELICIA
                 Why would you ever want to give this
                 up? It's so wonderful.
                                                             29.


                    LB
            It's not serious music, is it?

                    FELICIA
            Well, what does that mean?

                    LB
            It means... he thinks I could be the
            first great American conductor.

                    FELICIA
            Is that what you want?

                    LB
            I want a lot of things...

He smiles at her. A smile that'd make another woman blush.
Felicia pulls back up against her seat to watch the ballet.
We've jumped later in the piece to Fancy Free: VI. Three Dance
Variations, Variation III (Danzon) and one of the sailors is
dancing solo, like a serenade for the other two sailors. We
PUSH IN on the dancer; the movements are sensual.

And we see the sailor is now LB himself, through Felicia's
eyes, lost in his own movements, the eroticism of it all,
titillating both to himself and his audience. We see this land
on Felicia's face, this recognition of this complicated man.

On stage, LB moves through the end of the Variation, closer
and closer to Felicia. First coming up to the barstool,
drumming on his knee. Then standing on top of one, pounding
on his chest, gorilla style, declaring his art form and then
leaping up, landing almost in front of her as the music stops.

Felicia shoots up from her chair and claps energetically for
LB breaking free and expressing himself fully. LB beams, and
moves right toward her, and they embrace and kiss.

We go into the kiss, close on them, the passion of their
embrace as the top stage lights flair and BAM!!!

We hear the horn wail that marks the beginning of On the Town:
Act 1: Opening: New York, New York. This breaks them apart.

We PULL BACK and now the horns wail three more times, LB takes
Felicia's hand and begins to pull her across the stage,
seemingly away from all this, but as they move, dancers pass
us in the foreground, and we see the entire set has
transformed into the original production of `On the Town.'

EXCITED SAILORS on leave dance along with FEMALE CIVILIANS
under what seems like a night sky filled with stars.

They are now enmeshed in one huge choreographed dance piece.
                                                                30.


     Within this, we realize one of the sailors staring at Felicia
     is Dick Hart. He looks knowingly at her and she reacts... but
     she is pulled away as the tubas begin chortling through the
     familiar base line, dancers spinning around LB and Felicia,
     bewildered.

     Dancers begin running toward them from downstage, holding huge
     white sheets, the sheets billowing up and around them,
     enveloping the two of them and everyone else, including the
     frame, until it backs away as if pulled off the stage, now
     revealing just Felicia and LB stranded alone.

     And as the music crescendoes into the familiar open, we PUSH
     IN as LB and Felicia run and cling to each other, followed by
     all the dancers too, everyone coming together!!

                          THREE SAILORS (SINGING)
                  New York, New York!
26                                                                    26
     INT. BEDROOM, SERANAK HOUSE, TANGLEWOOD - NIGHT

     TWO FEET, a sheet rolling off them to reveal LB and Felicia,
     smoking, half-naked, sprawled on the floor, post-coital.

                          THREE SAILORS (SINGING)
                  It's a helluva town!

     The music cuts out. Beat.

                          FELICIA
                  How do you feel?

                          LB
                  I think it's better.

                          FELICIA
                   (her head on his shoulder)
                  Is it okay if I put my head like
                  this?

                          LB
                  It's terribly embarrassing.

                 FELICIA
     No... no.                                     LB
                                     If I don't, I just don't
                                     breathe, I'll be fine.

                           FELICIA
                  No!

                          LB
                  It happens every time.
                                                          31.


                     FELICIA
             Every time, what? What do you mean?

              LB
Every time, I go to bed, that
I-- What are you trying to                 FELICIA
imply?                          Oh, I see. Well, I don't know
                                what you meant.

              LB
I just-- Oh...                             FELICIA
                                Oh, goodness.

              LB
The lower spine is just                    FELICIA
always--                        You take any pills or
                                anything?

                     LB
             Pills? I take plenty of pills.

                     FELICIA
             No, I'm sure you do, but I mean
             specifically for this.

He winces in pain.

                     FELICIA
             Oh, dear. Sorry. You poor thing.

              LB
That's much better actually,                  FELICIA
being on the floor.             Yes.

              LB
Much better. Thank you, it                    FELICIA
was a great idea.               Well.

                     LB
             And you set it all up with the
             pillows, you really do take care of
             me, don't you?


                     FELICIA
             I wanted to make you comfortable.

                     LB
             Well, I have a game we can play.
             Envy and secrets, you know that
             game?

                     FELICIA
             No.
                                                      32.


                    LB
            We both tell each other a secret,
            then we both tell each other
            something that we're envious of, and
            then we become closer.

                    FELICIA
            I feel pretty close already.

              LB
Well, you certainly seemed                  FELICIA
close twenty minutes ago!          (laughs)
                                Okay, I'll play...

                    LB
            I saw different sides of you that I
            only sort of dreamt about.

                    FELICIA
            Oh, goodness. Okay, you go first.

                    LB
            So, do you want to say something
            you're envious of or something
            that's a secret?

                    FELICIA
            Tell me a secret.

              LB
I'm going to tell you a                    FELICIA
secret? Okay.                   Yes.

              LB
   (takes a drag)                          FELICIA
Did I just ash on you?          No.

                    LB
            Okay. Well, when I was a boy, I used
            to have dreams where I would kill my
            father. And the thing of it is, I
            would wake up from the dream and I
            would sit in bed and then I would
            just fantasize about it. Because he
            was so cruel. Sometimes... I just
            can't seem to find myself.

                    FELICIA
            Well... I agree, by the way.

                    LB
            About what?
                                                                33.


                         FELICIA
                 About the name. Felicia Burns has
                 absolutely no luster. It just sounds
                 wrong.

     LB laughs, as her head rests down on his chest.

                   LB
     Your sound soothes me, God.                   FELICIA
                                     Does it?

                         LB
                 I actually envy the air that gets to
                 funnel its way through you.

                         FELICIA
                 Out of my mouth, I hope.

                  LB
     Any which way, actually. I                    FELICIA
     never thought about that.          (laughs)
                                     No!

                   LB
     But there would definitely be
     some tonal and pitch
     variations if it came out the               FELICIA
     other end, wouldn't it?            (laughs)
     Just as pleasing, I assume.     Oh, no, disgusting...

                     LB
     Am I shaking?                                 FELICIA
                                     Yes.

     They look into each other's eyes. She puts a hand on his
     cheek. And in whispers...

                         FELICIA
                 Those eyes... You don't even know
                 how much you need me, do you?

                         LB
                 I might.
27                                                                    27
     INT. HOUSE/STAGE, THE SHED, TANGLEWOOD - DAY

     LB strides down the aisle of an empty auditorium toward the
     stage where the orchestra starts to disperse.

                         LB
                 Sweetie! That was better than
                 Philadelphia.
                                                             34.


                      DAVID
            Really?

We see a familiar face, David Oppenheim. LB affectionately
cups David's face in his hands.

                    LB
            Oh, it took everything not to leap
            right into the orchestra!

                    DAVID
            You're too kind.

David appreciates his enthusiasm, but is distracted by Felicia
walking in, Aaron Copland not far behind her.

                    LB
            Oh, did I tell you about the girl?
            That I wrote letters about?
             (calling out to her)
            Felicia!

David watches Felicia walk towards the stage.

         LB (CONT'D)
The one I wrote about...                     DAVID
                               Yes, yes...

Felicia reaches the stage. LB makes introductions.

                    LB
            So, this is David and he, he plays
            the clarinet... What else?

           FELICIA                          DAVID
Hello! Yes, I can see.            (laughing)
                               I play clarinet.

                    LB
            And he's extraordinary...

                    FELICIA
            Yes, oh, well, I was listening. You
            were wonderful.

                    DAVID
            You as well. Broadway star.

                    FELICIA
            Oh, no...
                                                                  35.


                         LB
                 Well we're going to have lunch with
                 Kouss, otherwise, we'd meet up with
                 you now, but what about later? Have
                 a drink or something?

                         DAVID
                 I would love that, yeah, yeah...

     Oppenheim seems a bit uneasy, more so as LB isn't at all.

                         LB
                 I didn't mean to spring that on you.

                         DAVID
                 No, that's alright.

                         LB
                 Maybe that was insensitive of me.

                         DAVID
                 No, not at all.

                         LB
                 So, we'll see you later on?

                 DAVID                               LB
     Yes.                                 (to Felicia)
                                       Okay, let's go.

     They head back up the aisle, away from David. LB pulls Copland
     in, patting his behind as he ushers them out.

                         LB
                 Come on, come on little birdie!

                 DAVID                             FELICIA
     Lovely to meet you!                  (calls back)
                                       Lovely to meet you!

     We HOLD on David, as we begin to hear the orchestrated version
     of LB's Anniversaries: X. For Felicia Montealegre...
28                                                                      28
     EXT. FIELD, BEYOND SERANAK HOUSE, TANGLEWOOD - DAY

     The MUSIC CONTINUES. We're looking over a wide field of grass,
     the expanse of Tanglewood and the town of Lenox off in the
     distance. We PUSH IN, revealing LB and Felicia, arm in arm,
     walking away from us.
29                                                                      29
     EXT. TOPIARY MAZE, TANGLEWOOD - DAY

     The MUSIC CONTINUES as LB and Felicia walk through a large
     topiary maze, his arm around her.
                                                                  36.


                         FELICIA
                 Oh, life is not that serious, honest
                 it isn't. What age are we living in?
                 One can be as free as one likes,
                 without guilt or confession, please.
                 What's the harm? I know exactly who
                 you are. Let's... give it a whirl.

     He pulls her in for a kiss. And when they pull back, face to
     face...

                  LB
     Yes.                                       FELICIA
                                     Yes?

                         LB
                 I mean...

     He drops to one knee...

                           FELICIA
                 No!!!

                   LB
     No, not here, no...                        FELICIA
                                     No, not here. No... That's
                                     not how I meant it to be.

     And as the music swells, we FADE TO --
30   INT. HALL/STUDIO, OSBORNE APARTMENT, NEW YORK, NY - DAY (1955) 30

     LB, now 37, carries YOUNG JAMIE, three years old, with
     Felicia, now 33, in their hallway -- LB with a hint of gray in
     his hair and Felicia blonde, both dressed in evening attire.

                         MURROW (O.C., ON TV)
                 Leonard Bernstein is a composer,
                 conductor and pianist. His wife,
                 Felicia Montealegre, is an actress.
                 Both lead full professional lives
                 but they're seldom apart.

     And as we hear the voice of EDWARD R. MURROW, LB sets Jamie
     down, leaving her with the nanny, JULIA VEGA.

                         MURROW (O.C., ON TV)(CONT'D)
                 Mr. Bernstein is thirty-seven years
                 old, but he has been in the public
                 eye for a dozen years, from the time
                 he substituted for Bruno Walter to
                 conduct the philharmonic symphony at
                 the age of 25.
                         (MORE)
                                                          37.
                     MURROW (O.C., ON TV)(CONT'D)
             Since then, Leonard Bernstein has
             conducted or played all over the
             world, and he's written Symphonies,
             Ballets and Opera, as well as scores
             for the Broadway musical `Wonderful
             Town' and the motion picture `On the
             Waterfront.'

We TRAVEL WITH THEM through and into LB's music studio, now
converted into a makeshift television studio with TWO LARGE TV
CAMERAS with accompanying OPERATORS; TWO MEN holding large
BOOM MICROPHONES; another PERSON holding a clip board and
wearing a headset; and large, powerful lights facing the
direction of an L-shaped couch they have both landed on. They
are currently getting camera ready to respond to a TINY
MONITOR where we see an IMAGE OF MURROW.

                     MURROW (O.C., ON TV)(CONT'D)
             Felicia Montealegre came to Broadway
             and American Television from
             Santiago, Chile. She is one of
             television's first full-fledged
             dramatic stars.

And as we begin this interview, we are struck by the harshness
of the light on them, as if they are staring into the sun.

                     MURROW (O.C., ON TV)(CONT'D)
             The Bernsteins, Leonard, Felicia and
             their children, Jamie and two-month-
             old Alexander, live in New York City
             near Carnegie Hall and Broadway.
             They've been here for about three
             years.

And now...

     MURROW (O.C, ON TV)
Good Evening, Felicia.                       FELICIA
                                Hello, Ed.

    MURROW (O.C., ON TV)
Good evening, Lenny.                          LB
                                How are you, Ed?

                     MURROW (O.C., ON TV)
             Good. Lenny, it's always for me
             rather difficult to classify you
             professionally since you do so many
             things at the same time. What do you
             consider your primary occupation?

We see the beginning of this as if on TV.
                                                          38.


                    LB (ON TV)
            I guess I'd have to say that my
            primary occupation is musician.
            Anything that has to do with music
            is my province.
             (to Felicia)
            Wouldn't you say? Whether it's
            composing it or conducting it or
            teaching it, or studying it, or
            playing it, as long as it's music, I
            like it and I do it.

                    MURROW (O.C., ON TV)
            Uh, Felicia, do you have any trouble
            keeping up with Lenny's activities?

                    FELICIA (ON TV)
            Well, it gets pretty hard, Ed. He's
            taken on a great many activities.
            This season promises to be a very
            hectic one. Among them, he's writing
            two musical shows, one of them is an
            adaptation of Romeo and Juliet,
            that's West Side Story with, uh,
            Jerry Robbins and Arthur Laurents
            and wonderfully talented young
            lyricist Stevie Sondheim; and then
            he's doing four feature
            presentations in Omnibus, the CBS
            television program...

And now we're back in LB's music studio with LB and Felicia.

           FELICIA
And, um... Was that right?                   LB
                               You know my schedule better
                               than I do.

                    MURROW (O.C., TV)
            Felicia, what about you? Are you
            engaged in other things besides
            acting?

                    FELICIA
            Well, it gets pretty hard to do much
            more than take care of this
            household-- my husband, the
            children. And acting takes the rest
            of the time that's left over.

              LB                           FELICIA
And memorizing my projects!       (laughs)
                               Well, I can't help that.
                                                                  39.


     HOLD ON Felicia as Ed quickly moves back to LB...

                         MURROW (O.C., ON TV)
                 Lenny, what's the big difference in
                 the life of composer Bernstein and
                 conductor Bernstein?

     Felicia's heard this answer before, but she forces a smile.

                         LB
                 Well, I, I suppose it's a difference
                 -- it's a personality difference
                 which occurs between any composer
                 versus any... or any creator versus
                 any performer. Any performer,
                 whether it's Toscanini or Tallulah
                 Bankhead or whoever it is, leads a
                 kind of public life, an extrovert
                 life, if you will. It's an
                 oversimplified word, but something
                 like that. Whereas a creative person
                 sits alone in this gray studio that
                 you see here and writes all by
                 himself and communicates with the
                 world in a very private way and
                 lives a rather grand inner life
                 rather than a grand outer life.
                  (then)
                 And if you carry around both
                 personalities, I suppose that means
                 you become a schizophrenic and
                 that's the end of it.

     LB laughs at his own joke, glancing at Felicia, who smiles;
     it's genuine, her delight in him.

                         MURROW (O.C.)
                 Felicia you must be interested in
                 music too, aren't you?

     As the interview fades, we hear the second measure of LB's
     Songfest: Three Solos. IV. To What You Said and FADE TO --
31                                                                      31
     INT. STAIRWELL/LOBBY, OSBORNE APARTMENTS, NEW YORK, NY - DAY

     The MUSIC CONTINUES. We're in a beautiful, carved-wood
     stairwell, looking up toward a skylight overhead, sun
     streaming toward us from way, way up in the distance...

     ...along with something small and white, floating down through
     the center of the stairwell. We hear footsteps coming down the
     stairs as a little girl shouts out...
                                                                40.


                          YOUNG JAMIE (O.C.)
                  Daddy, Daddy, catch!

     And now we see the small white floater is a paper airplane. It
     swoops down, a hand reaching into frame, catching it and
     unfolding it to reveal a message. I [HEART SYMBOL] YOU, JAMIE.

     Find LB, smiling down at the note. He calls up to Jamie.

                          LB
                  Well, I love you too, darling, so
                  much. Thank you!

     He tucks it into his pocket, picks up his briefcase and walks
     through the lobby, pushing through glass doors into the city.
32                                                                    32
     EXT. STREET BY CENTRAL PARK, NEW YORK, NY - DAY

     The MUSIC CONTINUES as LB crosses a crowded avenue; we are in
     his POV coming towards a very handsome man, who we see is
     David Oppenheim. David stands at the entrance to the Park with
     his wife, Ellen Adler, and a NEWBORN; but the look on David's
     face as LB approaches tells us just how much he loves him.

                          LB
                  Well hello, children of Zeus!

            DAVID OPPENHEIM                   ELLEN ADLER
     My man.                          Hello, Lenny, what a lovely
                                      surprise.

     LB grabs both of them, planting a kiss on each one's mouth.

                          LB
                  That's why I love New York city, you
                  come right out of your apartment and
                  all of a sudden you just run into
                  people that you love.
                   (then)
                  Well, I'm going downtown.

                          DAVID OPPENHEIM
                  So am I.

                         LB
                  Oh.

              ELLEN ADLER                           LB
     Well, we are cutting across         (to the baby)
     the park to Saks before the      And who are you?! Hello,
     deluge.                          hello! You are so beautiful.
                                      You're so precious.

     LB leans in close to the baby.
                                                                  41.


                         LB
                 Can I tell you a secret? Do you know
                 I've slept with both your parents.

     Off David and Ellen's laugh, he looks to them.

                         LB
                 It's too much, isn't it? Too much. I
                 love too much, what can I say, but
                 I'm reigning it in.
                  (extravagant)
                 I'm reigning it in!
33                                                                      33
     EXT. STREET ALONG CENTRAL PARK - MOMENTS LATER

     The MUSIC CONTINUES as LB and David walk. Neither of them say
     a word. After some time, LB stops. This is where it ends.
     David turns to him.

     David extends his left hand and caresses LB's cheek. LB takes
     in that moment of intimacy while simultaneously glancing
     across Central Park South at some people looking at him.

                         LB
                 You see those people across the
                 avenue, staring at us? Saying, `It
                 can't be him, he's much better
                 looking on television, isn't he?
                 Certainly has Leonard Bernstein's
                 ears, though, doesn't he?'

     They laugh together.

                         LB (CONT'D)
                 `Can that be him? Is that possible?'

     LB still glancing across the street, has nothing more to say.
34                                                                      34
     EXT. 2ND FLOOR TERRACE, FAIRFIELD HOUSE, CONNECTICUT - DAY

     LB stands out on the terrace smoking. Felicia steps out
     through the double doors to join him.

                         FELICIA
                 How embarrassing. We don't even have
                 silverware...

                         LB
                 Oh, I'm sorry, darling. What's wrong
                 with the silverware, we don't need
                 it. I ordered Chinese food,
                 remember? The problem is I need
                 those fucking curtains so I can
                 sleep.
                         (MORE)
                                                           42.
                    LB (CONT'D)
            I walk around like a zombie, scare
            our children. Do we have children in
            this house?

                    FELICIA
            We do, we do.

                    LB
            I don't know how the Burkes do it,
            three children.

                    FELICIA
            Three? I know. It's unbelievable,
            unreasonable.

              LB
Alex doesn't make any noise,               FELICIA
so I think we'll be fine.       No, for now...

              LB
Sleeps all day. Alexander,
our sleeping little baby...                FELICIA
                                He won't sleep for long.

                    LB
            It's like he isn't even real.

                    FELICIA
            No, he's a dream baby.

                    LB
            I'm sad, darling, and I don't know
            why.

                    FELICIA
            Darling, you're so tired, you just
            need to sleep.

                    LB
            Yes.
             (quoting)
            "Summer sang in me a little while,
            that sings in me no more." Edna St.
            Vincent Millay.

                    FELICIA
            If summer doesn't sing in you, then
            nothing sings in you. And if nothing
            sings in you, then you can't make
            music.

LB takes that in. Kisses her.
                                                                 43.


                           SHIRLEY (PRELAP)
                 There is a price for being in my
                 brother's orbit, you know that...
35                                                                     35
     EXT. YARD, FAIRFIELD HOUSE, CONNECTICUT - DAY

     Felicia is mid-conversation with Shirley, lounging on a quilt,
     the remnants of a picnic around them. Deep in the background,
     we see LB and YOUNG JAMIE and her friend RORY playing. We will
     see them throughout the scene coming closer and closer to us.

                           SHIRLEY
                 ...as much as he would love to
                 believe the opposite is true.

                         FELICIA
                 I suppose I do understand what you
                 mean. You know, it's very strange,
                 but I do believe there is that in
                 everybody. One wishes to make
                 adjustments to one's self but having
                 this imposition of a strong
                 personality is like a way of death,
                 really. Yet the moment I see that
                 that is making him suffer, I realize
                 that it's not worth it. No, what
                 for? It isn't going to kill me,
                 really, and if it's going to give
                 him pleasure or stop him from
                 suffering and it's in my power to do
                 it, then what the hell, you know?

     LB crashes down next to her on the picnic blanket.

                         FELICIA
                 But one has to do it completely
                 without sacrifice. And if it is
                 going to be a sacrifice, then I
                 disappear.

     We hear St. Louis Blues as played by Louis Armstrong with the
     Lewisohn Stadium Symphony (LB conducting) and we CUT TO --
36                                                                     36
     EXT. YARD, FAIRFIELD HOUSE, CONNECTICUT - DAY (MONTAGE)

     The MUSIC CONTINUES. LB is prostrate on the grass. Felicia and
     Jamie balance atop his back in their socks as Julia Vega
     watches in amusement, holding baby Alex.

                         FELICIA
                 Is that good?

     LB lifts them in a push up and they topple over laughing.
                                                                  44.


                         LB
                 That's how I really mess up my back!

                FELICIA
     No, you really do --                         LB
                                    I tried to become Hercules.

     LB snatches up Felicia's shoes to entertain Jaime and takes
     off running. Jamie laughs...

                   LB                           FELICIA
     I'm gonna steal mommy's           (grabbing LB's shoes)
     shoes!                         Now I've got your shoes!
37                                                                      37
     INT. SALON, FAIRFIELD HOUSE, CONNECTICUT - NIGHT (MONTAGE)

     The MUSIC CONTINUES. A group has gathered, dinner party now in
     full swing, everyone dancing, LB and Felicia locked in a sweet
     embrace as the jazz transitions to Mahler's Symphony No.5 in C-
     Sharp Minor: IV. Adagietto.
38                                                                      38
     EXT. YARD, FAIRFIELD HOUSE, CONNECTICUT - DAY (MONTAGE)

     The MUSIC CONTINUES. LB walks towards us with baby Alex
     swaddled in his arms, Young Jamie and her friend chasing each
     other in the b/g. LB joins Aaron Copland on a tree swing where
     Aaron Copland. They look upon baby Alex, LB a doting father.
39                                                                      39
     INT. BACKSTAGE, CONCERT HALL - NIGHT (MONTAGE)

     The MUSIC CONTINUES. HIGH AND WIDE on Felicia in the wings,
     dwarfed and engulfed by LB's shadow while conducting,
     summoning Mahler No.5 in C-Sharp Minor: IV. Adagietto.
40                                                                      40
     EXT. YARD, FAIRFIELD HOUSE - CONNECTICUT - DAY (MONTAGE)

     The MUSIC CONTINUES as LB and Felicia dote on baby Alex
     bouncing in Julia Vega's arms and on Jamie, staring back at
     them. She smiles, then turns and runs from them, away, down
     and through the garden pergola.
41                                                                      41
     INT. STAGE, CONCERT HALL - DAY (MONTAGE)

     The MUSIC CONTINUES. We go LOW AND TIGHT on LB, 40s, in tails,
     conducting with everything he's got, and as the music swells --
42                                                                      42
     INT. BACKSTAGE, CONCERT HALL - NIGHT (MONTAGE)

     LB comes offstage to Felicia, in her elegant gown. He crashes
     into her, full embrace. Pure joy. A deep kiss before he heads
     back out for the encore. Mahler No.5 in C-Sharp Minor: IV.
     Adagietto nears its end as she takes a drag from her
     cigarette, watching him take his applause from the wings as
     the backdrop fades, morphing into yet another backstage wing.
                                                                 45.


     Felicia, resigned with a cigarette in hand, can only watch on
     as we SMASH TO --
43   INT. LIVING ROOM, DAKOTA APARTMENT, NEW YORK, NY - NIGHT (1971) 43

     IN COLOR.

     Felicia, cigarette in hand, holding the same position but
     she's faced away from us at a bay of windows.

     The MUSIC FADES as we hear sounds of a jovial party. We are
     WIDE in this very airy, high-ceilinged, two-floor apartment,
     which is filled with familiar and new faces. We hear a shout --

                           MENDY (O.C.)
                 Wicker!

     It startles Felicia. She turns as MENDY WAGER, mid 40s, gay
     and dapper, crosses to her. They sit under the bay window.

                 MENDY
     White antique wicker, with                    FELICIA
     pierre deux cushions...          I love it.

                         MENDY
                 It will give it that whimsical
                 Victorian conservatory look.

                         FELICIA
                 So you want to lock me up in a glass
                 cage like some sort of exotic bird?

     ANGLE ON the other side of the room. It's noisier here, LB and
     Shirley surrounded by a crowd. LB lights a cigarette.

                SHIRLEY                             LB
     I'm surrounded by men and it        (leaning into Shirley)
     feels so right. They are         I think Felicia... I don't...
     really better.                   I just can't make heads or
                                      tails of it.

                         SHIRLEY
                 She's fine. She's just, you know, I
                 mean...

     LB sees someone has spilled a drink.

                         LB
                 Are you alright? Do you need to get
                 a towel or something?
                  (to no one in particular)
                 Can we get him a towel?
                  (shouting)
                         (MORE)
                                                              46.
                      LB (CONT'D)
              Julia, Julia... Julia! I think we
              need a towel.

           SHIRLEY                             LB
It's that you're so                 (kisses her forehead)
distracted all the time.         I'm going to go take a big
                                 dump.

                      SHIRLEY
              Okay, wonderful.

He walks off, leaving her, as we...

ANGLE BACK ON Felicia, still mid-conversation under the window
with Mendy and her friend CYNTHIA O'NEAL, mid 30s, pretty.
JAMIE BERNSTEIN, now a precocious Harvard student, rushes up.

             FELICIA                         JAMIE
Oh my God.                       Has Daddy mentioned anything
                                 to you about Harry and
                                 Amberson this summer?

                       FELICIA
              No.

                      JAMIE
              Harry's offered me a job at Amberson
              this summer. What do you think?

                      FELICIA
              What does Daddy say?

                      JAMIE
              Daddy thinks it's a great idea.

                      FELICIA
              Well, then I think it's a great
              idea.

                      JAMIE
              So I have your blessing?

                      FELICIA
              Yes, you do.

            JAMIE                              FELICIA
Okay, thank you! Bye!               (laughs)
                                 Okay, bye.

Jamie beams with excitement, heads back across the apartment.
                                                             47.


           CYNTHIA
She looks so grown up.                     FELICIA
                                Yes, well, looks can be
                                deceiving...

ANGLE ON JAMIE as she marches across the room, right up to
HARRY KRAUT, portly, glasses, amish beard.

            JAMIE                            HARRY
I got the go-ahead! Thank you      (happy for her)
so much.                        Be really good at this. Be
                                really good. So happy you're
                                doing this.

            JAMIE                             LB
You're intimidating me but I       (joining them)
will try my best.               I just got trampled on.

            JAMIE                             LB
Alright, Daddy.                 I almost got trampled on in
                                my own house

Jamie walks off as Harry leads LB across teh room.

                    HARRY
            Come here, I want you to meet a few
            people.

              LB
Literally, this guy almost                  HARRY
trampled me. I was almost       Yeah, listen, I want you to
decapitated, I wouldn't have    meet...
any-- Please, I'm too tired,       (to Jim)
please God no...                Excuse me... Jim? Jim? Jim,
                                this is Lenny...

LB turns on a dime --

                    LB
            Hello! How are you!
             (hands full)
            Sorry, all my hands are taken, and
            now, your big paw... Wow, you're a
            grand man, you're a huge fellow.

LB puts his cigarette away, shakes hands.

            JIM                         CHARLIE BASSETT
Jim.                               (hand out to shake)
                                Charlie.

                    LB
             (shaking Charlie's hand)
            Hello Charlie, pleasure to meet you.
                    (MORE)
                                                               48.
                       LB (CONT'D)
               How are you, are you having a good
               time?

ANGLE BACK ON Felicia, Cynthia and Mendy at the window.

                       FELICIA
               Lenny should be composing. You know
               Harry just loves to play to that
               side of him with the appearances and
               the recordings and the cookie cutter
               boys, you know, it's not my
               favorite.

               MENDY                          FELICIA
My favorite.                         (laughs)
                                  No, I know, it's not my
                                  favorite.

                       CYNTHIA
               Well, you're taking it like a champ.

                       MENDY
               You are...

           CYNTHIA                            MENDY
I would never know.               ...handling it quite well,
                                  our little Joan of Arc.

                       CYNTHIA
               Yes, but remember what happened to
               Joan at the end, it didn't work out
               so well.

ANGLE ON LB, across the room.

                       SCOTT (O.C.)
               So bored.

LB turns to SCOTT, a bleary man we may have seen at the bar
earlier. At this point, Scott is so blotto, he's just standing
there, hands touching his face.

                LB
Hello, Scott.                                 SCOTT
                                  Hello.

                       LB
               We don't say that in our family,
               Felicia doesn't like it.

Scott stares at LB, a mixture of strange and somewhat
terrifying emotions.
                                                             49.


                    SCOTT
            In your family?

              LB                            SCOTT
In my family, yes.                (begins to laugh)
                               In your FAMILY, Lenny?!

Harry quickly intercedes, moving Scott off.

                    HARRY
            Okay, okay, okay, that's enough.
            That's enough.

Scott heads off toward the bathroom. Harry watches him go.

            HARRY
We've been together for ten                  LB
years.                         Oh, believe me, I know three
                               of them.

            HARRY
I guess denial is not just a                 LB
river in Egypt.                That was the crossword last
                               week, three letters. Do you
                               know what it is?

                     TOMMY
            Pun.

LB turns and finds TOMMY COTHRAN, 25.

                    LB
             (delighted)
            Yes, it is pun.

                    TOMMY
            Yes, it is.

                    LB
            Did you do the Thursday?

                    TOMMY
            Yes, I did.

                    LB
            It's quite easy, but--

It catches LB, he resets.

                     LB
            Hello.

                    TOMMY
            Hi, I'm Tommy.
                                                              50.


                    LB
            Did you just appear out of... out of
            my handkerchief?

                    TOMMY
            Oh, yes, I live here now!

                    LB
            Are you a genie?

                      TOMMY
            I wish!

              LB
Do I get three wishes?                      TOMMY
                                What's your first wish?

                    LB
            Oh, my first wish is...

Tommy finally sees Harry there, gives him a warm hug.

                      HARRY
             (to   LB)
            Good   luck!
             (to   Tommy)
            Bye,   Tommy.

              LB
Sorry... I don't even know                   TOMMY
you, I feel like I've known        (off LB's pocket square)
you for years...                This is beautiful.

                    LB
            Oh, thank you. I have to be honest,
            Felicia puts it together.

                    TOMMY
            Well, she's done a good job.

              LB
If I was left to my own
devices, I would be dressed                 TOMMY
as a clown. That's the truth.      (laughs)
But don't tell anybody.         You're very funny.

                    LB
            Do you mind if I just walk in the
            other room?

He pulls Tommy toward the foyer.
                                                                 51.


                   LB
     Where do you live? Who are                 TOMMY
     you?                           I'm from San Francisco.

                         LB
                 Oh, so you're from earth! You're not
                 an angel...

                 TOMMY                            LB
     Yes...                            (touching his hair)
                                    Your hair is just glorious,
                                    my God.

                         LB (CONT'D)
                 Listen, I have to go to the roof, I
                 just need some air, would you like
                 to come with me?

                         TOMMY
                 I'd love to.

                         LB
                 Okay, well, that's wonderful.
                  (taking his hand)
                 Come here, come here, come here,
                 Tommy is it?

     ANGLE ON Felicia on a couch now, speaking with Comden and
     Green, as LB and Tommy slip out of the party.

                FELICIA
     The toast of the party...               BETTY COMDEN
                                    The bell of the ball!

                FELICIA
     Bell of the ball! Oh my god,            ADOLPH GREEN
     are you kidding me?            Both, both at the same time.
                                    Somehow! A high-wire act!
                                    Toast bell! Toast bell!

     Felicia laughs.
44                                                                     44
     INT. FOYER, DAKOTA APARTMENT, NEW YORK, NY - LATER

     Shirley stands just inside the door, looking out towards where
     LB and Tommy disappeared. Felicia finds Shirley.

                         SHIRLEY
                 Hi.

                         FELICIA (CONT'D)
                 Have you seen Lenny anywhere?
                                                                 52.


                          SHIRLEY
                  Uh, do you want me to fetch him?

                          FELICIA
                  No, I don't mind.

     We hear the ding of an elevator and we CUT TO --
45                                                                     45
     INT. HALLWAY, THE DAKOTA, NEW YORK, NY - MOMENTS LATER

     LB and Tommy come in from the elevator, laughing mid-
     conversation.

                          LB (CONT'D)
                  That's what I'm saying. That's why
                  I'm saying that I needed the
                  turtleneck, you know I needed the
                  turtleneck and you didn't. You know
                  what I'm saying?

     Tommy laughs as they crash to the hallway wall, face to face.

                          LB
                  You know, that's the fact-- as I
                  break this fucking wall! So how are
                  we going to solve your problem?

     The two men, their back to us, one's arm around the other, a
     cigarette dangling from his hand.

                          TOMMY
                  I don't know what to do.

                   LB
     Well, I'm worried about it,                  TOMMY
     we have to figure it out.        I don't know what to do, my
                                      producers are so pissed.

                          LB
                  Well, don't they... do they take, do
                  your listeners know what you look
                  like? The problem is that you're in
                  radio and you need to be in
                  television, that's the...

                  TOMMY
     Stop that.                                     LB
                                      No, you're gorgeous... May I?
                                      May I? God...

     LB reaches for Tommy, then kisses him. The feeling is mutual.

     As they kiss, Felicia rounds the corner, walks toward the
     elevator and sees them. LB spots her.
                                                                  53.


                         LB
                 Darling, this is Tommy.

     Felicia looks at him, then turns and walks back toward the
     apartment. LB takes Tommy's hand and follows her.

                         TOMMY
                 Is everything okay?

                         LB
                 It's okay.
                  (to Felicia)
                 Darling.

     They turn the corner, walk towards the apartment.

                         LB
                 Why don't you go in. It's fine...
46                                                                      46
     INT. FOYER, DAKOTA APARTMENT, NEW YORK, NY - CONTINUOUS

     Tommy disappears into the party as LB catches up with Felicia.

                         LB
                 Darling, darling, I'm so sorry. I'm
                 so sorry.

                         FELICIA
                 Fix your hair, you're getting
                 sloppy.

     Felicia leaves him. Alone.
47                                                                      47
     INT. LIVING ROOM, DAKOTA APARTMENT, NEW YORK, NY - LATER

     The party is over. LB sits alone under the window where we saw
     Felicia sitting earlier. A drink in one hand, cigarette in the
     other. Julia Vega cleans up in the b.g. LB's lost in thought.

                         GRUEN (PRELAP)
                 Well, like it or not...
48                                                                      48
     EXT. POOL PATIO, FAIRFIELD HOUSE, CONNECTICUT - DAY

     LB is seated with a man, JOHN GRUEN, whose voice we just
     heard. It is autumn.

                         GRUEN
                 ...this world is utterly fascinated,
                 or obsessed even, with everything
                 about you. Ever since that famous
                 phone call which led to your debut
                 at Carnegie Hall. And you have not
                 let them down, my dear.
                         (MORE)
                                                      54.
                    GRUEN (CONT'D)
            Fifteen years on television,
            teaching us all the magic of
            classical music with the Young
            People's Concerts and Omnibus,
            reaching hundreds of millions all
            over the world. Ten years at the New
            York Philharmonic, and then there
            are the compositions.

        GRUEN (CONT'D)
West Side Story redefined the                 LB
American musical...             Oh, Jesus Christ.

                    GRUEN
            And then there's Candide and On the
            Town... But what this is--

                    LB
            Actually, when you add it up,
            there's not much that I've created.
            And music is, and I know this is
            going to sound strange to you, it is
            the most important thing that I can
            do. And it's a great source of
            dissatisfaction that I haven't
            created that much at all. I mean,
            when you add it up it's not a very
            long list.

                    GRUEN
            Well. What this is, this is an
            opportunity for the world to get to
            know you apart from all that. This
            book, this book is to understand
            what you think about in your private
            moments. Your personal feelings on,
            well, on life as you know it.

                    LB
            Well I feel like the world is on the
            verge of collapse. That's what I
            feel like.

Gruen laughs.

              LB                             GRUEN
I'm quite serious.                 (stops laughing)
                                Yes...

                    LB
            The diminution of creativity, which
            has come to a grinding halt. I mean,
            not scientifically, that has
            exploded.
                    (MORE)
                                                    55.
                     LB (CONT'D)
             But as we sit here, I find it very
             difficult to think that whether I'm
             a conductor or a composer of any
             note at all has any bearing on
             anything or that my existence is
             even worth talking about for this
             book.

                     GRUEN
             No, I agree. I agree, and I think
             this has marked many artists, and
             you can see it in their work. There
             seems to be a, it seems to seep into
             the subconscious so that there's
             this great depression.

                     LB
             Well, I know that Felicia, she
             senses it enormously.

                     GRUEN
             It's all pervasive.

                     LB
             It's almost as if she can't enjoy
             anything anymore.

                     GRUEN
             I know. It just seems so sad.

                     LB
             I know. Picnic. The water. Lunch.
             Just sitting around, being together.

                     GRUEN
             What is that?

                     LB
             I think she has a keen sense of
             futility.

                     GRUEN
             No, I sense that too about her. And
             I had no idea, because, you know, I
             had this feeling of her at first,
             you know incredibly, which she is,
             vivacious and marvelously alert and
             aware and a happy person, but
             something in her seems crushed.

LB pauses.
                                                                  56.


                         LB
                 She said to me in Vienna last month,
                 "I want to get off. I want to stop
                 the bus and get off."

                         GRUEN
                 And how do you feel about that?

                         LB
                 Well, I have one or two saving
                 factors, John. One is that I love
                 people. And I love music. I love
                 music so much it keeps me glued to
                 life even when I'm most depressed.
                 And I can get very deeply depressed.
                 But I have a work ethic and that
                 keeps me afloat. And the other is
                 that I do, I love people so much
                 that it's hard for me to be alone.
                 Which is part of my struggle as a
                 composer.

                         GRUEN
                 Yes, you are the only person I've
                 ever met who leaves the bathroom
                 door open for fear of being alone.

                         LB
                 I mean, can one really believe that
                 man is just this trapped animal
                 who's a victim of his own greeds and
                 follies and... Either one believes
                 in the divine element in this or one
                 doesn't. And as long as I believe
                 it, which I assume is why I love
                 people so much, then I have to
                 believe that in some remote corner
                 of my soul there is a way out.
49   INT. CHELSEA THEATER, BROOKLYN ACADEMY OF MUSIC, BROOKLYN - DAY 49

     CHORUS MEMBERS stand on risers, waiting to begin. We're in
     rehearsal for the 1973 revival of Candide.

                         LB
                 Okay, so sopranos, you're in the hot
                 seat!

     The chorus laughs as LB moves to the podium, cigarette
     dangling from his lips, his baton at ease in his hand.
                                                             57.


                    LB
            Take it from bar 44, just at the end
            of "Make Our Garden Grow" heading to
            the a cappella, and sopranos, make
            sure that you make space so that the
            high notes can soar.

Then with his hands up, the piano begins the chorale finale
from Candide, Act II: No. 31, Make Our Garden Grow. LB
conducts from his stool, very relaxed and filled with joy. All
74 of the chorus belt out LB's music.

                    CHORUS (SINGING)
            Let dreamers dream what worlds they please
            Those Edens can't be found.
            The sweetest flowers, the fairest trees
            Are grown in solid ground.

ANGLE ON Felicia, sitting in a house seat, watching. And as
the music plays, it's as if LB is conducting it for her, and
the words are meant for them. He even mouths the words to her.
There they are, the two of them, at the center of this wave of
music pouring down on them.

                    CHORUS (SINGING)
            We're neither pure, nor wise, nor good
            We'll do the best we know.
            We'll build our house and chop our wood
            And make our garden grow.
            And make our garden grow.

LB cuts them all off. For the the chorus, it's just the end of
another rehearsal and they begin shuffling music.

                    THE OLD LADY
            I can't get this one...

ANGLE ON the woman playing THE OLD LADY, who's sat down next
to Felicia. She points to a line of text. Felicia looks at the
libretto and reads the verse with the proper pronunciation.

                    FELICIA
            "Me muero me sale una hernia." It's,
            it means...

                    LB
            It means I'm dying and I'm growing a
            hernia.

LB crashes into the seat next to the woman. She laughs. LB
smiles at Felicia.
                                                                   58.


              LB (CONT'D)
     It's an old Chilean
     expression. I was desperate                 FELICIA
     to find a rhyme, I couldn't --   Well, it's not your fault
                                      your mother was from Rovno
                                      Gubernia.

                         LB
                 ...and I woke her up in the middle
                 of the night, desperate, and she had
                 this Chilean idiom right off the top
                 of her head.

                         FELICIA
                 Well, you woke me from a very deep
                 sleep and begged me to solve it!

     LB smiles, takes Felicia's hand and kisses it.

                         LB
                 Thank heavens, it saved this exact
                 piece. In fact, all of the Spanish
                 here is all from Felicia, so we're
                 very lucky that she's here today to
                 help with the pronunciation...

                         TOMMY (O.C.)
                 That's why!

     Tommy, the young man from the Dakota party, has been buried in
     the score down the row. He stands, comes up to them.

                         TOMMY
                 Sorry, I've been, I've been looking
                 through Voltaire's work and I
                 couldn't find that place, "Rovno
                 Gubernia."

                         LB
                 That's because I made it up, my dear
                 boy.

     Tommy laughs, flush with admiration. Felicia looks down at
     Tommy as we PRELAP the famous horn open from the Symphonic
     Dances from West Side Story: Prologue (Allegro moderato)...
50                                                                       50
     EXT. FRONT YARD/DRIVEWAY, FAIRFIELD HOUSE, CONNECTICUT - DAY

     The MUSIC CONTINUES. We are over 20-year-old Jamie, sitting on
     a tree swing, head down, slightly melancholic. She looks up,
     toward the long driveway. We SEE OVER HER in the distance a
     Blue Oldsmobile Cutlass Supreme convertible turn and drive up
     their long winding driveway toward their red-clad house.
                                                                     59.


      The car pulls up. LB, Harry Kraut, and Tommy get out.

                    LB
      Let's see what you think.                     TOMMY
                                        This place is gorgeous.

                          LB
                  I know isn't it lovely?

                          TOMMY
                  Lenny, what do you want me to get?

                          LB
                  You could just get that big ass bag
                  of kibble...

      Tommy pulls a LARGE BAG of dog food from the trunk and onto
      his shoulder. LB claps him on the shoulder

                          LB
                  Oh lord, thank you.

                          TOMMY
                  Course. There's Jamie.

      He waves to her. She waves back.

                    LB
      And I want to have a drink.                   TOMMY
                                        I am in awe of this place.

      We see them head towards the house with luggage and a dog,
      SWEET GENE. The tumultuous music continuing under.
50A                                                                        50A
      EXT. POOL, FAIRFIELD HOUSE, CONNECTICUT - MOMENTS LATER

      ALEXANDER, now 15, and the Bernstein's youngest child, NINA,
      greet LB with open arms, happy to see him.

                  NINA                                LB
      Daddy!                               (takes her in his arms)
                                        Hello, darling.

      POV from an UPSTAIRS WINDOW as the men continue on into...
51                                                                         51
      INT. KITCHEN/STAIRS/HALLWAY, FAIRFIELD HOUSE - MOMENTS LATER

      Looking from the stairs through the hall toward the kitchen,
      we see the men enter the kitchen. Tommy walks into the hall
      towards us, stopping to take in a painting.
                                                                  60.


                 TOMMY                            LB
     Oh wow!                           (to Harry)
                                    Help yourself after. Help
                                    yourself, just go right
                                    there.

     Lenny follows Tommy into the hall.

                         TOMMY
                 Lenny is this all Felicia's idea?

                         LB
                 I had nothing to do with that.
                 That's her painting as well.

                 TOMMY                      FELICIA (O.C.)
     It's so beautiful.                (calling out)
                                    Lenny.

     LB looks up. TILT UP to Felicia. At the top of the stairs.
     Looking down at LB. Something amiss.
52                                                                      52
     INT. MASTER BEDROOM, FAIRFIELD HOUSE - MOMENTS LATER

     Felicia sits on a bench, smoking. LB enters.

                         LB
                 What is it, darling?

                         FELICIA
                 No, I just... have you seen Jamie?

                         LB
                 I have not seen Jamie.

                         FELICIA
                 Oh, you haven't seen her.

                         LB
                 No. Why, is she here?

     He crosses her to the chair opposite the room. He sits down,
     takes off his shoes and begins to undress.

                         FELICIA
                 Yeah, she's here. She's terribly
                 upset, darling.

                         LB
                 Well, what is she upset about?

                         FELICIA
                 She's been hearing gossip.
                                                            61.


             LB
Excuse me?                                   FELICIA
                                   Gossip.

                     LB
             Gossip about what?

                     FELICIA
             About you, darling.

LB stops what he's doing.

                     LB
             What about me?

                     FELICIA
             Well, I don't know. She's been up at
             Tanglewood all summer, I can't
             imagine what she might have heard.

LB looks upset. He continues undressing to his underwear.

                     LB
             Well, what did you tell her?

                     FELICIA
             Darling, it's not for me really to
             say. I said there was-- I said she
             should speak to you.

                     LB
             Well, I think she's old enough,
             don't you think...

                     FELICIA
             Well, I don't care how old she is.
             I asked that you be discreet.

                     LB
             Well, I think that she's coming into
             an age where she needs to, deserves
             to know what it is that --

                     FELICIA
             Darling. She didn't ask for any of
             this. It was my decision.

                     LB
             Well, no, it was our decision. It's
             not just yours.

Both let that linger. Then --
                                                                  62.


                         FELICIA
                 Don't you dare tell her the truth.

     LB ashes his cigarette and walks off.
53                                                                      53
     EXT. PORCH, LB'S STUDY, FAIRFIELD HOUSE, CONNECTICUT - DAY

     Jamie is now seated on the porch platform of LB's Study. After
     a beat, LB comes from the distance toward Jamie.

                         LB
                 Jamery-Creamery!

     She gets up and goes to him with open arms, crashing into him.

                 JAMIE
     Welcome home.                                 LB
                                     Well, look at this welcome.
                                     Hello! Hello!

     She kisses his cheek and then they continue back to where she
     was sitting on the porch.

                         LB
                 Wow. Not what I expected. Did you
                 write a new song or something?

                         JAMIE
                 I was just reading. Keeping my
                 journal. Did you have a nice trip?

                         LB
                 Did you see Tommy's here?

                         JAMIE
                 Oh yes, he waved.

                         LB
                 I thought that would make you happy.
                 He's going to spend the weekend...

                         JAMIE
                 Oh, wonderful.

                         LB
                 Smart as a whip that boy, keeps me
                 on my toes. Let's see how he does at
                 anagrams tonight.

                         JAMIE
                 He's a sweet boy.
                                                   63.


                    LB
            You know your mother told me that
            you, um... are very upset because
            you heard some rumors about me at
            Tanglewood this summer.

            JAMIE
Oh, I really wish she
wouldn't have said anything,                  LB
I'm, it's fine.                 Now, Jamie.

                    JAMIE
            It's no big deal.

                    LB
            It is a big deal, because you are
            upset.

                    JAMIE
            I wasn't upset.

                    LB
            So, let's discuss it. Your mother
            and I have talked about it and I
            said I'd come down here and talk to
            you about it. Try to enlighten or
            shed some sort of understanding on
            what could have happened so...
            `jealousy' is the word that I would
            use. Jealousy.

                    JAMIE
            What?

                    LB
            Jealousy. When I was a student at
            Curtis there was a boy, seemed like
            a very nice boy, brought a pistol to
            school and tried to kill me... cause
            he was jealous at my musical talent.

                    JAMIE
            Your musical talent.

                    LB
            It just drove him to the brink of
            murder. Artur Rodziski was the
            musical director of the New York
            Philharmonic, God told him to hire
            me, tried to strangle me during a
            rehearsal.

Jamie laughs.
                                                               64.


                 JAMIE
     I remember that...                            LB
                                     Because of jealousy.

                         LB (CONT'D)
                 Now I don't know what happened or
                 who said what, or where. But I can
                 only imagine that it was spurned on
                 by jealousy, darling. Jealousy of,
                 of whatever it is that I do. And
                 it's plagued me all my life and I
                 apologize for it plaguing you now.
                 But I hope that helps.

                         JAMIE
                 So the rumors aren't true?

                         LB
                 No, darling.

     Jamie smiles with relief.

                         JAMIE
                 Thank you... for coming to talk to
                 me. I'm relieved.

     LB looks at his daughter. Looks as though he might say
     something more, but instead...

                         LB
                 Let's go inside.

     They get up. He puts his arm around her and they head inside.
54                                                                    54
     INT. DRAWING ROOM, FAIRFIELD HOUSE, CONNECTICUT - DAY

     Felicia sits on the couch painting Nina's nails, Jamie with
     them. Tommy walks over from the table, where he was with Alex.

                         TOMMY
                 Alright, what color?

                         NINA
                 Here, we have, here, let me check.

                 JAMIE
     We've got three shades of the
     exact same red that everyone
     else is convinced is                         NINA
     different.                      It's not the exact same red!

     Tommy sits so Nina can paint his nails.
                                                                 65.


                 JAMIE                        NINA (CONT'D)
     This one, apparently, is           (painting his nails)
     blue.                           Here, I'm going to try... I'm
                                     going to do stripes.

            ALEXANDER (O.C.)                      JAMIE
     Wait, so, are we just giving       (to Alex)
     up on anagrams guys?            Uh, we're having a slight
                                     nail session over here.

     Tommy watches Nina paint.

                 TOMMY
     Oh, you're going to make it                   NINA
     into a design? You're an           (painting)
     artist.                         Look at this! It's a little
                                     checker...

                          LB (PRELAP)
                  So I just thought it was a good idea
                  to come for the weekend...
55                                                                     55
     EXT. POOL PATIO, FAIRFIELD HOUSE, CONNECTICUT - DAY

     WIDE ON Felicia in her gardening attire, a full brimmed sun
     hat, on the chaise lounge smoking. LB sits next to her.

              LB (CONT'D)
     I, I know how much Jamie                   FELICIA
     loves being with him and...     Jamie?

                          LB
                  Well, I thought, and you like him
                  too, don't you?

     She ashes.

                          FELICIA
                  Yes. I do.

                   LB
     Well, darling, if I've done                FELICIA
     something wrong, tell me.       No, no, no. I don't know why
                                     Jamie is particularly...

                   LB
     Well, I just think that --                 FELICIA
                                     I don't know why you would
                                     say that she was particularly
                                     interested in...
                                                          66.


                    LB
            Well, Tommy's a very sort of warm,
            and he's highly intelligent, as is
            our daughter.

                    FELICIA
             (she laughs)
            Okay.

                LB
And, and I --                              FELICIA
                                No, I'm not saying that, I'm
                                not saying--

                    LB
            It's got nothing to do with, no, I
            have an interest, I have an interest
            in spending time with him too, I'm
            not saying, I'm not trying to shove
            it off that I brought him here for
            her, I mean clearly not.

                    FELICIA
            Well, no, obviously not.

                    LB
            I'm just, all I'm saying is that's
            just another reason, why, but I
            think easily I can tell him not to
            come.

           FELICIA                            LB
No, not at all --               I misread, I misread, I
                                misread the room. Clearly I
                                misread the room.

                    FELICIA
            Well, it's not really about that,
            it's about...

                    LB
            What is it about?

           FELICIA
No, nothing.                                  LB
                                Okay, alright. So then it's
                                fine. Yes?

                     FELICIA
            Yes.

                    LB
            Alright, darling.
                                                                   67.


     He gets up to leave. She's surprised he's leaving.

                         FELICIA
                 Oh, do... okay.

                         LB
                 Well, what?

                         FELICIA
                 No, I just... nothing. I thought we
                 were having a conversation.

     He sits back down.

                   LB
     But we were having a                        FELICIA
     conversation.                    No, no, no, no, it's fine.

                         LB
                 No, I'm sorry. I thought we were
                 finished.

                         FELICIA
                 No, I know you're busy.

                         LB
                 I'm not busy, I just have-- I'm
                 desperate to finish this...

                         FELICIA
                 Well, then do it, darling. I'm not
                 stopping you. Do it.
56                                                                       56
     INT. LENNY'S STUDY, FAIRFIELD HOUSE, CONNECTICUT - LATER

     Quiet. LB at the piano.   Alone. Thinking. A beat, then plays a
     few keys from what will   become Mass XVII. Pax: Communion - a.
     Pretissimo a piacere. A   long rest... then LB has a thought. He
     hums the familiar B-D-C   notes...

     He scribbles down what we just heard and adds two more bars,
     playing the piano. He pauses. Looks at what he's done. And as
     LB writes it on the score...

     ...we HEAR A BOY SING. "Lauda, lau-au-da, lau-au-au-da-de." LB
     finishes writing and the music stops. He eyes the score...

     ...then he has another thought. Strings. He adds a long viola
     note under the harp's arpeggio. As he does, we hear it. So
     does he. He looks at it. Good.

     He looks over what he's written again and we hear the whole
     thing together, the boy and the harp and the viola, a soprano
     and a baritone riffing on the first phrase...
                                                                   68.


     LB reaches for the score and stands. The music takes us into --
57                                                                       57
     EXT. BACKYARD, FAIRFIELD HOUSE, CONNECTICUT - MOMENTS LATER

     HIGH AND WIDE on LB as he walks into the yard, past the pool
     and toward the main house. The MUSIC CONTINUES, regaling him
     with the finale to Mass, the crescendo pushing him into --
58                                                                       58
     INT. DRAWING ROOM, FAIRFIELD HOUSE, CONNECTICUT - CONTINUOUS

     The MUSIC CONTINUES. LB heads down the hall, passing the
     kitchen, the music serenading LB with his psalm. Jamie and
     Alexander are playing `WAR' -- they call out, but LB barely
     notices, the music in his head overpowering their voices...

     Felicia sits on the couch. She looks up at LB as he enters.
     Proud and spent, he raises the score in triumph.

                           LB
                   Hello, everyone, I have an
                   announcement to make. I have
                   finished Mass.

     She looks at him. Really? LB nods, smiles. The kids clap. And
     now, Felicia jumps up, bolts out the open window.

                   NINA                             LB
     Yay, daddy!                         (looking after Felicia)
                                      Where's Mummy going?
59                                                                       59
     EXT. YARD/POOL, FAIRFIELD HOUSE, CONNECTICUT - SAME TIME

     The MUSIC CONTINUES as Felicia, fully clothed, jumps in the
     pool. We hold high and wide over the pool, then...
60                                                                       60
     INT. DRAWING ROOM, FAIRFIELD HOUSE, CONNECTICUT - SAME TIME

     The MUSIC CONTINUES as LB watches her in the pool from the
     window. And as the kids all rush out, his demeanor shifts. He
     takes a drag and simply picks up his finished score.
61                                                                       61
     INT. POOL, FAIRFIELD HOUSE, CONNECTICUT - SAME TIME

     The MUSIC CONTINUES. We are underwater, Felicia at the bottom
     of the pool, motionless, a sense of peace perhaps in the
     escape of it all. Maybe not wanting to come back up, maybe
     preferring to stay, as if she could stay here frozen in amber.
62                                                                       62
     INT. CONCERT HALL, KENNEDY CENTER, WASHINGTON, DC - NIGHT

     The MUSIC CONTINUES. We're LOW TO HIGH from the stage, looking
     up at the balcony as the audience takes in the end of Mass.
     There's some rustling of programs, some coughing.
                                                                  69.


     We get the sense that the piece isn't landing as we slowly
     CRANE UP to the balcony, PUSHING IN on...

     ...LB, sitting with Tommy, in tuxedos now, with Felicia and
     Harry. As we PUSH IN, closer, LB leans over, whispering
     something to Tommy...

     Tommy takes LB's hand, squeezes it. As LB takes solace there,
     we PUSH CLOSE IN on Felicia seeing it all. We PUSH IN on
     Felicia as we reach finale to Mass, Mass XVII. Pax: Communion -
     c. Almighty Father. The music takes us to...
63                                                                      63
     INT. LOBBY, KENNEDY CENTER, WASHINGTON, DC - NIGHT

     The MUSIC CONTINUES. We're in a packed Hall with patrons now
     engulfing the Bernsteins; photographers, camera crews, etc.

     LB shakes hands, accept congratulations, then sees Felicia
     coming towards him. He leans in. She gives says something.
     It's not friendly. He looks frustrated, but she leaves...

     ...walking away from him, out of the melee.
64   INT. BATHROOM/BEDROOM, WATERGATE HOTEL, WASHINGTON, DC - LATER 64

     We see Felicia in the mirror through the open bathroom door,
     gown on. She picks up a toothbrush and toothpaste, walks from
     camera left out of the bathroom into the hotel bedroom. She
     glances at her watch and grabs a pillow, LB's pajamas and
     slippers and walks toward us...

     ...placing everything in the suite outside the bedroom doors.
     She shuts the double doors on us and the MUSIC ENDS.
65                                                                      65
     INT. FOYER/LIVING ROOM, DAKOTA APARTMENT, NEW YORK, NY - DAY

     In the vestibule, doors open revealing LB, sunglasses on as he
     reaches down for something. MIKE, the doorman, follows with a
     luggage cart. LB comes back into frame with a STUFFED SNOOPY,
     sunglasses on. Julia Vega opens the foyer doors for him.

                  LB
     Who left snoopy in the
     vestibule? Julia, who left
     the Snoopy in the vestibule?             JULIA VEGA
                                    Ah, los niños.

     LB walks into the living room filled with kids and adults
     leaning out the window, cheering and looking onto the parade.

                         LB
                 Hello, Brian.

     LB nods to one of the kids, holds up Snoopy and calls out --
                                                                  70.


                   LB
     Alex, who left, who abandoned                ALEX
     Snoopy in the vestibule? Who    Oh God that was me, I'm sorry
     abandoned Snoopy? I mean it's   daddy. I brought him in for
     his day.                        Wallace. Wallace loves Snoopy
                                     and then Sweet Gene started
                                     eating it.

     Young Nina, 9, rushes up.

                  NINA
     Daddy! Daddy, but there's a
     more important, Daddy, you                   ALEX
     have to listen to me...         Stop! Why are you going on
                                     and on about this?

                  NINA
     Shush! Because, Daddy, Daddy?
     Daddy, daddy, there was a                     LB
     woman...                        What? What happened? I'm
                                     sorry. I'm so sorry...

     They walk to the window, LB giving Nina his attention at last.
66                                                                      66
     INT. LIVING ROOM/HALLWAY, DAKOTA APARTMENT - MOMENTS LATER

     LB moves towards the bedroom, Jamie meets him in stride.

                         JAMIE
                 You're a day late to Thanksgiving.

     LB still has his sunglasses on, inferring perhaps it was more
     than he's letting on.

                         LB
                 I know, Harry had me going all over,
                 I had to do something for Deutsche
                 Grammophon...

                         JAMIE
                 Nina was very upset.

                         LB
                 Well, I don't think-- Nina doesn't
                 seem so upset to me.

                 JAMIE
     Did you just see her
     screaming about some random                   LB
     woman on the street thinking       (notices a neighbor)
     she hurt herself?               How are you?


     LB leans in, the neighbor hugs him.
                                                             71.


           NEIGHBOR                            LB
How are you? Happy                  (off neighbor's son)
Thanksgiving!                    Oh, you finally got him a
                                 camera?

                     NEIGHBOR
             It was a surprise for his 11th
             birthday. Thank you for having us...

            JAMIE                              LB
She's not upset about a             (to the neighbor)
woman, she's-- Daddy!            Oh, you're welcome, of
                                 course!

Julia walks up with a carton of milk and hands it to LB.

                     LB
             Thank you, Julia.

He begins to walk, always moving, back toward the entrance
hallway. Jamie moves in, trying to drive her point home.

                     LB
             Tell me.

                     JAMIE
             Daddy, Nina's not upset about the
             woman in the street, she's upset
             about you almost missing
             Thanksgiving. We didn't know if you
             were coming or not.

                     LB
             Happy Thanksgiving, darling.

Conversation over. LB turns to Mike the doorman, heading out.

              LB
Mike, please stay.                           JAMIE
                                 Daddy...

                     MIKE
             Thanks, I gotta go back down.

              LB
Jamie, can you please take                   JAMIE
care of Mike...                  Of course, yeah, yeah.

Jamie pulls Mike back into the party.

                     JAMIE
             Come on, Mike. Do you want any snacks
             or anything first? You're alright?
             The view is good from over here.
                                                                  72.


                         MIKE
                 No I'm good, I'm good. Happy
                 Thanksgiving.

     LB continues on down the hall, slow, head hung. He chugs the
     milk from the open carton.
67                                                                      67
     INT. BEDROOM, DAKOTA APARTMENT, NEW YORK, NY - SAME TIME

     We SEE AND HEAR the Parade outside. Felicia sits on the window
     sill, smoking and waiting. A timid knock on the door.

                         LB (O.C.)
                 Darling?

                          FELICIA
                 Hmm.

     We hear LB amble in and close the door behind him.

                         LB (O.C.)
                 For a second I thought, well... It
                 was quite a stunt that you pulled.

                FELICIA                        LB (O.C.)
     What?                           That was quite a stunt that
                                     you pulled.

                         FELICIA
                 What do you mean?

     LB comes in, glasses still on. They hold both sides of the
     frame on opposite ends.

                         LB
                 Well, darling, you put the pillow
                 outside and then my slippers and the
                 toothpaste and a toothbrush and I
                 haven't seen you since. I understand
                 you're angry with me...

     LB moves toward the bar, but knocks into the coffee table.

                         LB (CONT'D)
                 Jesus christ... But let's be
                 reasonable.

     He puts the milk carton on the bar cart, takes off his jacket
     and makes himself a drink.

                         FELICIA
                 There is a saying in Chile about
                 never standing under a bird that's
                 full of shit.
                         (MORE)
                                                             73.
                    FELICIA (CONT'D)
            And I have just been living under
            that fucking bird for so long, it's
            actually become comedic.

LB sits on the couch.

              LB
Well, I think that you are
letting your own sadness get               FELICIA
the better of you --            Oh, just stop it! This has
                                nothing to do with me. No!

              LB
Let me at least finish, let
me finish what I am going to
say! I think you are letting               FELICIA
your sadness get the better     No! No! This has nothing to
of you.                         do with me. It's about you.
                                So you should love it!

                      LB
            Okay...

LB goes for the milk again.

                    FELICIA
            You want to be sleepless, and
            depressed and sick -- you want be
            all those things so you can avoid
            fulfilling your obligations.

                    LB
            What obligations?

                    FELICIA
            To what you've been given, to the
            gift you've been given. My God!

              LB
Oh, please, please. The gift
comes with burdens if you
have any idea. I'm sorry to                FELICIA
just admit it, but that's the   Oh, the burden of feigning
truth.                          honesty and love? That above
                                all, you love people?

              LB
I do love people.                          FELICIA
                                And it's from that wellspring
                                of love that complications
                                arise in your life?
                                                             74.


              LB
That's exactly right.                      FELICIA
                                Wake up! Wake up! Take off
                                your glasses!

LB does, taking off his glasses.

                    FELICIA
            Hate in your heart! Hate in your
            heart, and anger-- for so many
            things, it's hard to count-- that's
            what drives you. Deep, deep anger
            drives you. You aren't up on that
            podium allowing us all to experience
            the music the way it was intended.
            You are throwing it in our faces...

              LB
How dare you? How dare you.                FELICIA
Oh, please, please...           ...how much we will never be
                                able to ever understand and
                                by us witnessing you do it so
                                effortlessly, you hope that
                                we will know, really know,
                                deep in our core, how less
                                than we all are to you.

              LB
No, that's your issue, if you
feel less than. Join the                   FELICIA
crowd, join the line of         And it's your hubris that
people that feel `less than'    kills me. You prance around
with me.                        with all your dewy-eyed
                                waiters that Harry corrals
                                for you, under the guise they
                                have something intellectual
                                to offer you, while you are,
                                dare I say, `teaching' them.

                    LB
            Well at least my heart is open.

                    FELICIA
            Oh my God, the audacity to say that.
            Have you forgotten about the four
            years where you couldn't decide if
            you wanted to marry me?

              LB
I think you only wanted the
idea of me, that's what I                  FELICIA
think, the idea.                The idea of you? The idea?
                                                           75.


                    LB
            It's like that Richard   Chamberlain
            movie that we saw last   week and he
            said `How could I ever   compete with
            the man that you think   I am?'

LB gets up toward the bar.

                    FELICIA
            Thank God I met Dick so that I could
            fucking survive your indecision.

              LB
Dick Hart. Richard Hart. Who                FELICIA
fucking died, who died!          Yes, who loved me. Who loved
                                 me!

                    LB
            Oh yeah, and he's a corpse now, and
            I was the one who was a fool,
            waiting outside the fucking
            hospital for you like an idiot in my
            truth.

Felicia finally stands, digs in.

                    FELICIA
            Your truth is a fucking lie that
            sucks up all the energy in every
            room and gives the rest of us zero
            opportunity to live or even breathe
            as our true selves. Your truth
            makes you brave and strong and saps
            the rest of us of any kind of
            bravery or strength. Because it's
            so draining, Lenny, it's so fucking
            draining to love and accept someone
            who doesn't love and accept
            themselves. And that's the only
            truth I know about you.

They are now face to face.

                    FELICIA (CONT'D)
            If you're not careful, you're going
            to die a lonely old queen.

A beat. Then they hear Alex and Nina call out from the hall.

         ALEX (O.C.)                         NINA
Mummy! Daddy!                                (O.C.)
                                 Mom, Dad! Daddy! Look!

Knocking starts on the door...
                                                               76.


            ALEXANDER (O.S.)
     Snoopy's here, hurry up!                NINA (O.C.)
                                    Mummy! C'mon, you're going to
                                    miss Snoopy!

     We SEE a GIANT SNOOPY FLOAT pass the windows as it moves down
     Park Avenue and in between LB and Felicia.

                         NINA AND ALEXANDER (O.C.)
                 What are you guys doing in there?
                 You've been in there for ages. Dad!

                         LB
                  (calls back to them)
                 Yes...

                         FELICIA
                 I'll go.

     And she leaves him alone as the family cheers the parade and
     celebration below. We stay with him alone for a beat.
68                                                                   68
     INT. AVERY FISHER HALL, LINCOLN CENTER, NY - DAY (FALL 1976)

     An open Thursday afternoon rehearsal, audience applause as LB
     walks in from the wings. He waves, greets orchestra members.

                         LB
                 Hello! Hello, how are you? Hello.
                 Hello, how are you, oh wonderful.

     LB walks up to the podium is in a sweater and jeans; heavier,
     bearded now. LB hesitates, a bit anxious. Then --

                         LB (CONT'D)
                 What I love about these Thursday
                 rehearsals is that we get a chance
                 to talk to you about what we think
                 of the music. So, thank you for
                 coming and good afternoon. Um...
                 today we're studying Shostakovich's
                 14th, opus 135. What I realize,
                 about this piece, and it could be
                 morbid but I tend to think that it's
                 not, is that as death approaches, I
                 believe that an artist must cast off
                 anything that's restraining him. And
                 an artist must be resolute in
                 creating, with whatever time he has
                 left, in absolute freedom.

     LB pauses. He looks over and we see Tommy, eyes fixated upon
     LB from the wings. And then LB continues.
                                                                  77.


                         LB
                 And that's why I have to do this for
                 myself. I have to live the rest of
                 my life, however long or short that
                 may be, exactly the way that I want,
                 as more and more of us are in this
                 day and age.

     LB turns to conduct and we...
69                                                                      69
     INT. SOUNDSTAGE, TELEVISION STUDIO, NEW YORK, NY - DAY

     We are HIGH LOOKING DOWN onto a colorful set, a CHAMBER
     ORCHESTRA forming a wave on the back wall around two circular
     stages. Felicia and Mendy are in the center of one, reading
     Facade (poems by Sitwell, accompaniment by Walton).

                         MENDY
                 Beelzebub called for his syllabub
                 In the hotel, in hell
                 Where Persephone first fell,
                 Where blue as the gendarmerie
                 Were the waves of the sea.

     We're in the POV of a TV camera as it swoops down past the
     orchestra CONDUCTOR... coming to rest close to our readers.

                         FELICIA
                 Rocking and shocking the barmaid
                 Like balaclava the lava
                 Came down from the roof,
                 And the sea's
                 Blue wooden gendarmerie...

                         MENDY
                 Took them in charge while
                 Beelzebub roared for his rum.

                         FELICIA AND MENDY
                 None of them come!

                         COLIN
                 And cut. Thank you, that's 15.

     A bell rings, everyone breaks. Felicia turns to Mendy. The
     STAGE MANAGER approaches with two aspirin and some water.

                         FELICIA
                 Oh my goodness, I don't think my
                 mouth has ever moved so fast.

             STAGE MANAGER                       FELICIA
     Here you are, Felicia.             (taking them)
                                     Thank you, sweet Colin.
                                                             78.


The DIRECTOR walks up. Felicia catches his eye as she takes
the aspirin.

           FELICIA
I'd like to do once more if
you don't mind.                          DIRECTOR
                               Yes, of course.

As they talk, we see Cynthia O'Neal walk up from the back.

                    DIRECTOR
            So, this thing, where...
             (tapping under his chin)
            Remember, if you hold the score low,
            you get a better bounce up here.

                    FELICIA
            Lower, I was doing it   higher. If we
            do it again, I'd love   to start at
            bar forty-four, and I   do believe
            percussion could be a   little bit
            quieter.

                    DIRECTOR
            Absolutely.

He walks off as...

            MENDY
Still have a headache?                    FELICIA
                               It's fine. Cynthia!

                    CYNTHIA
            Do they realize it's only a matter
            of time before you direct the
            entire production?

                    MENDY
            It's already happening, the carpet
            was a different color yesterday.

            FELICIA
You said I was right about                   MENDY
the carpet!                    I agree!

                    FELICIA
            Well, I just forgot how much I love
            being at work!
             (to Cynthia)
            We're almost finished.

                    CYNTHIA
            Oh, the reservation can wait, this
            is such a hoot, really.
                                                               79.


                         MENDY
                 Wait, I thought tonight was my night
                 to take you out.

                         FELICIA
                 ...You both have to stop worrying
                 about me, I'm fine, I mean I'm
                 busier than ever.

                         CYNTHIA
                 Better, not "busier, although boy
                 that's true, isn't it? Doesn't Poor
                 Murderer go into previews next week?

     The bell rings again.

                         FELICIA
                 God, don't remind me.

                         MENDY
                 Who said anything about worrying?
                 I'm just greedy to get as much of
                 you as I can get.

                         FELICIA
                 I'm all yours.
70                                                                    70
     INT. LIVING ROOM, BUNGALOW, LOS ANGELES, CA - DAY

     A party. Find LB, still bearded, in an all-white, cashmere
     track suit. He sits surrounded by men, Harry and Tommy hunched
     over him while he holds a serving tray of cocaine.

                         LB
                 So... you were talking about
                 something, what were you talking
                 about?

                 TOMMY
     I was talking bout how...
     what was I talking about?                    LB
                                    I can't remember.

                         TOMMY
                 I was talking about how handsome
                 everybody looks tonight.

                         HARRY
                 Well, there are a lot of... lotta
                 hombres, lots tonight.

     LB snorts the cocaine off the serving tray.
                                                               80.


                 TOMMY
     Some chickens?                              HARRY
                                     Some chickens.

                          TOMMY
                  That's what we call them.

                          HARRY
                  Always good with the chickens.

                 TOMMY
     You really like the chickens.               HARRY
                                     I love the chickens.

                          TOMMY
                  I know you do.

                          LB
                  Harry, do you wanna get, Harry?

     LB lifts the tray of cocaine up, over his head. Harry goes to
     take the tray...

                   LB
     No, just do it off of there.                   HARRY
                                     Yeah.

     Harry snorts cocaine from the tray LB holds above his head.

                   LB
     Did you get it?                                TOMMY
                                     Like a pro.

                   LB
     It's raining down on me from
     your fucking nose. It's fine,                  TOMMY
     it's just rained down my...     May I?

                          LB
                  Yeah, here you go, I'll just serve
                  everybody, I'll just serve....

     He holds out the tray of cocaine to Tommy who promptly snorts
     what's left.
71                                                                   71
     INT. BATHROOM, BUNGALOW, LOS ANGELES, CA - LATER

     The room dark. LB is hunched over, a phone up to his ear.
     Someone opens the door, daylight pours in as do the sounds of
     the living room filled with people.

                   LB
     I'm fine, thank you.                      MAN (O.C.)
                                     Oh... sorry.
                                                              81.


              LB
It's okay. Don't worry about                MAN (O.C.)
it, it's okay.                    I'm sorry, we can use the
                                  other one.

They exit, leaving the door slightly open, leaving some light
on LB. He holds a phone to his ear. We hear Jamie's voice.

                    JAMIE (OVER PHONE)
            Daddy...

                    LB (INTO PHONE)
            Jesus, Jerry Robbins was right, you
            can't maintain a relationship when
            you're living in various hotel
            rooms.

                    JAMIE (OVER PHONE)
            You are going to start to upset me
            now.

                    LB (INTO PHONE)
            Listen, no, no, no... darling, no.
            I just wanted to-- I was calling
            because I wanted to ask you what
            your plans are for the weekend.
            Because I was thinking we're going
            to be home in a couple of days and I
            thought that perhaps we could all
            spend it in Fairfield, you just have
            to nudge Mummy, that's all.

                    JAMIE (OVER PHONE)
            Who's we, Daddy?

                    LB (INTO PHONE)
            No, no, no, no, I... well he's not a
            monster. He's an utterly brilliant,
            delightful fellow, he's my genius
            little leprechaun. He not even my
            type.

                    JAMIE (OVER PHONE)
            Daddy, please don't. Daddy, please
            don't talk to me about this.

                    LB (INTO PHONE)
            Darling, I'm in awe of you.

Just silence on the other line.

                    LB (INTO PHONE)(CONT'D)
            I love you so, Jamie. I love you.
                                                                  82.


                         JAMIE (OVER PHONE)
                 I know. I know.

                         LB (INTO PHONE)
                 I'll talk to Mummy again.

                         JAMIE (OVER PHONE)
                 Okay, daddy...
72                                                                      72
     INT. PALM COURT, THE PLAZA HOTEL, NEW YORK, NY - DAY

     Shirley and Jamie sit opposite Felicia, cocktails half gone.

                         JAMIE
                 I don't know if you saw it, but you
                 did get the most wonderful mention
                 in the New York Times Review.

                         FELICIA
                 Oh, really?

                         JAMIE
                 Cause I kept it for you, I thought I
                 could run it by the...

                FELICIA
     Oh no, I don't want to see                  JAMIE
     it.                            Oh...

                         FELICIA
                 No, I don't want, it just makes me
                 feel uncomfortable. But that's so
                 sweet. Thank you.

                         JAMIE
                 Alright.

     WIDE as we take in the opulent restaurant setting, Felicia
     small in the distance at a table with Shirley and Jamie.

                         SHIRLEY
                 How was Monday night?

                FELICIA
     Monday, no, I don't think...               JAMIE
     I want to talk about it.       Wait, what happened on Monday
                                    night?

                         FELICIA
                 Nothing.

                         SHIRLEY
                 Oh, your mother has a suitor.
                                                            83.


           FELICIA
No, no, no...                                 JAMIE
                                  Oh really! No, please let's
                                  talk about it!

                    FELICIA
             (demurs)
            I think it's enough that you are
            subjected to your father's affair.

                    JAMIE
            Oh, come on, Mummy.

                    FELICIA
            No, I don't think we need to, but,
            speaking of your father, I do have
            two performances on Thanksgiving, so
            I will stay at the theater and you
            will eat with him at the apartment
            with Nina and Alex. I think it's--
            for Nina's sake, let's maintain some
            semblance of normalcy.

                    JAMIE
            Doesn't feel normal to me.

                    FELICIA
            Well, I don't know what to say.

Jamie nods, capitulating.   She notices the time.

                    JAMIE
            I'm, um... I'm running late to meet
            Alexander.

           FELICIA
Oh, come on.                                  JAMIE
                                  No, I really am. And you two
                                  clearly have something to
                                  speak about together, so...

           FELICIA
No, Jaime that's not, no, no                  JAMIE
don't, don't do that, don't       No, no, no, I'm giving you
do that.                          guys space to speak about --

           FELICIA
No, no, no, darling, that's                   JAMIE
not, that's not how we do         Clearly you have things you
things when, grown ups don't      want to discuss without me
do that.                          and I did make plans with
                                  Alexander, so I'm going --
                                                                84.


                       FELICIA
               No, darling, no darling. We're not
               leaving like this. Look me in the
               eye. I can see how cross you are and
               I don't want you to go like that.

            JAMIE
I'm not cross with you.                        FELICIA
                                    No, I don't believe you.

                       JAMIE
               Hold on.
                (she resets)
               I am not angry with you, Mummy.

A tiny smile sneaks by.

           FELICIA                               JAMIE
You're a terrible liar.                (laughing)
                                    At least you know you can
                                    trust me!

                       FELICIA
               Well, that's true.

                       JAMIE
               I'm going to clear out, alright.
               I've got to make fun of Alex for not
               coming to see you yet!

              FELICIA                       JAMIE (CONT'D)
I love you.                         Rave about your performance a
                                    bit.

                       FELICIA
               Well, if you must.

Jamie gets up, gives her mother a kiss, blows one to Shirley
and then exits.

                       SHIRLEY
               Okay, now, tell me about the suitor.

                       FELICIA
               Oh, so yes, the suitor. So, ah well,
               I was very excited, as you know. I
               was very excited, as you know...

                        SHIRLEY
               I do.

                       FELICIA
               So we went out to lunch, not dinner.
                                                          85.


                      SHIRLEY
            Where?

                    FELICIA
            Cafe Carlyle, nothing fancy and I
            was a little nervous, I'll admit, so
            was he. So half way through the meal
            he leans over and, and he asks if he
            can tell me a secret. He has a
            little crush, you see.

                      SHIRLEY
            Indeed.

                    FELICIA
            So I smiled. I blushed a little.
            And I push him to tell me. He has a
            crush on Mendy and he wants me to
            introduce them.

                    SHIRLEY
            Mendy Wager?

                    FELICIA
            Mendy. Oh, don't be so surprised.
            Mendy's a very handsome man.

                    SHIRLEY
            Felicia.

Felicia trying hard not to wallow. To make light of it.

                    FELICIA
            There I was. Blushing, butterflies,
            all atremble... and, well...
             (trying to joke)
            Seems I'm attracted to a certain
            type.

But Shirley can see how deeply devastated she is.

                    SHIRLEY
            Listen... you know, Lenny loves you.
            He really does. He's just... a man.
            A horribly aging man, who cannot
            just be wholly one thing. He's lost.

                    FELICIA
            I've always known who he is.
             (then)
            He called me, you know.

                      SHIRLEY
            And...?
                                                                86.


                         FELICIA
                 He wants us all to go to Fairfield
                 together for two weeks. He sounded
                 different.

                         SHIRLEY
                 Felicia...

                         FELICIA
                 No, let's not make excuses, he
                 didn't fail me.

                         SHIRLEY
                 Felicia.

                         FELICIA
                 No, it's, it's my own arrogance...
                 to think I could survive on what he
                 could give. It's just so ironic, I
                 would look at everyone, even my own
                 children with such pity because of
                 their longing for his attention. It
                 was sort of a banner I wore so
                 proudly, `I don't need, I don't
                 need.' And look at me now. Who's the
                 one who hasn't been honest? I miss
                 him, that child of mine.

     They both just look at each other.

                         FELICIA (CONT'D)
                 Any questions?

     Off Felicia, we hear the mezzo-soprano aria from Mahler's
     Symphony No. 2 in C Minor, "Resurrection": V. Finale. Im Tempo
     des Scherzos. The music takes us to...
73                                                                    73
     EXT. ELY CATHEDRAL, CAMBRIDGESHIRE, ENGLAND - NIGHT

     Establishing. Ely Cathedral, in all its glory, is lit up
     against the night sky as the MUSIC CONTINUES...
74                                                                    74
     INT. ELY CATHEDRAL, CAMBRIDGESHIRE, ENGLAND - NIGHT

     The MUSIC CONTINUES. We are now in the Cathedral at the actual
     performance of what we have been hearing, HIGH AND WIDE,
     looking down at 180 chorus members, 76 orchestra players, a
     packed audience and one small figure at the center of it all.

     The musicians, woodwinds, percussions, brass, and strings, all
     swirling together in a bombardment of sound, a sound commanded
     by this LONE FIGURE -- yet we can feel his energy as he sways
     and moves his body and arms and hands, both athlete and dancer
     delivering us the music.
                                                                  87.


                         CHORUS (SINGS, IN GERMAN)
                 I shall die to find life.
                 You shall rise again.
                 Yes, you shall rise again,
                 My heart, in an instant.
                 What you have overcome...
                 Shall bring you to God.

     And as the music crescendos, we MOVE DOWN passing first the
     chorus then the orchestra then the conductor and the audience.
     We keep moving into...
75   INT. STAGE, ELY CATHEDRAL, CAMBRIDGESHIRE, ENGLAND - CONTINUOUS 75

     The face of the conductor, LB, clean shaven again, for the
     first time emanating sheer, unabashed ecstasy.

     A purity of spirit, a clarity of purpose, harnessing the power
     at being at the center -- the conduit for a symphony bringing
     forth this composer's work to the hall of the cathedral and
     the patrons who are bearing witness.

     We can't help but think what it is to be him in this moment as
     he brings Mahler's Symphony No. 2 to its conclusion...
76                                                                      76
     INT. WING, ELY CATHEDRAL, CAMBRIDGESHIRE - SAME TIME

     The music reaching its final note, we LAND OTS of a woman in a
     blue dress, revealing...

     Felicia.

     The audience erupts in a frenzy of applause and a smile
     crosses her face.

     LB turns to bow, but just as quickly barrels off stage and
     collapses onto her -- the two of them almost one single form.

                         LB
                 Darling, why did you come?

                         FELICIA
                 There's no hate. There's no hate.
                 There's no hate in your heart.

     And after a moment, LB retracts from her, grabs her head,
     kisses her forehead, kisses her again and again. He pulls away
     from her and rushes back onto the stage.

     LB arm in arm with his orchestra, a family, all smiles and
     joy, engulfing the lens.

     Off Felicia, watching, ever small in the wings, the applause
     takes us to...
                                                                  88.

77                                                                  77
     INT. WAITING ROOM, DR. KRUGER'S OFFICE, NY, NY - DAY (JULY 1977)

     LB buys time with a cigarette and a magazine, in a waiting
     room. A woman enters the room from down a long hallway.

                         NURSE
                 Mr. Bernstein? You can come back
                 now.

                         LB
                 Oh, wonderful.
78                                                                      78
     INT. EXAMINATION ROOM, DR. KRUGER'S OFFICE - CONTINUOUS

     Felicia's seated on an examination table, wearing only a gown
     and socks. Her clothes folded meticulously on the side table.
     LB paces.

                         FELICIA
                 Want to sit down?

                         LB
                 Yes.

     He sits on the examination table beside her, holds her hand,
     their feet dangling off the floor. She teases him.

                         FELICIA
                 You seem like you need your blood
                 pressure taken.

                         LB
                 No, I'm fine, I'm fine.

                         FELICIA
                 You know Betty's coming for dinner
                 tonight?

                         LB
                 I didn't know that, no.

                         FELICIA
                 She is. And Mendy. Which should be
                 so nice. And Julia is going to go
                 and get fennel, which you know Betty
                 loves.

     There's a knock at the door. Felicia calls out.

                         FELICIA
                 Come in.

     DR. BERNARD KRUGER lumbers in, sets down a clipboard.
                                                             89.


           DR. KRUGER
Felicia.                                      FELICIA
                                   Hello.

                      DR. KRUGER
              How are you?

He sits on a stool, wheels over to Felicia and takes her hand.

                      DR. KRUGER
              It looks like you have a tumor of
              the right side of the left breast
              which may have metastasized to the
              lung. Given the size of the tumor, I
              would recommend that we remove the
              breast, the underlying muscles and
              the adjacent lymph nodes, as well as
              do a biopsy of the lung, which will
              help us confirm whether there is
              spread or not. We can do all of this
              early next week, if you like.

            FELICIA
...ah...                                        LB
                                   Yes.

           FELICIA
But I'm, darling I'm starting                    LB
a play...                          It's okay, it's okay.

           FELICIA
No, but I should let them                        LB
know.                              I'll let them know, we'll let
                                   them know.

                      DR. KRUGER
              I think your recovery will be faster
              than you think it will be and we can
              have you ready within about one to
              two weeks, I would think.

                      LB
              That's wonderful news.

                      DR. KRUGER
              You'll be able to do what you need
              to do.

                      FELICIA
              Oh, goodness...

                      LB
              And how can we be sure that the--
              that we get all the cancer?
                                                            90.


          DR. KRUGER                           LB
Well...                             (clears his throat)
                                 That we get all the cancer?

                     DR. KRUGER
             We're not going to compromise on
             that for the play and you'll be--
             once we take off the breast, there
             will be no more local cancer. We do
             have to determine about the lung,
             though.

                     LB
             And how long will the biopsy take?

                     DR. KRUGER
             The biopsy, just minutes, and
             you'll be sleeping from the other
             procedure and won't --

                     LB
             Oh, so you do the, you do the...
              (he takes a beat)
             You do them both at the same time.

                     DR. KRUGER
             Yes, we do the breast and it would
             be easy to do the biopsy of the
             lung.

Felicia nods, looks down, then gently weeps. LB pulls her in.

                     LB
              (to the doctor)
             Thank you, we'll just need a-- thank
             you.

Dr. Kruger gets up and leaves. LB holds Felicia.

                     LB
             I know. I know.

            FELICIA
I feel so ridiculous. I'm so                   LB
ridiculous.                      I know, I know... there
                                 darling, it's okay darling.

He gets up and hugs her tight.

                     FELICIA
             Oh, I don't really think so...

He rubs her back, the two of them clinging to each other.
                                                                  91.

79                                                                      79
     INT. BLACK CAR, OUTSIDE DR. KRUGER'S OFFICE, NY, NY - DAY

     We're in the back as the driver opens the door. LB and Felicia
     approach and he helps her in, then pauses. He leans in...

                         LB
                 Darling, let's take the park and
                 walk.

                         FELICIA
                 Alright.

                          LB
                 Yes?

     She hesitates.

                         LB
                 Yes, let's get some air.

                          FELICIA
                 Okay.

     He takes her hand and leads her back out of the darkness of
     the car and into the light.
80                                                                      80
     EXT. CENTRAL PARK, NEW YORK, NY - MOMENTS LATER

     WIDE across a green vista, over a pond we find LB and Felicia.
     He helps her sit down on the grass.

                         FELICIA
                 Oh my god.

                         LB
                 You alright?

                         FELICIA
                 No, I'm fine, something's wrong with
                 my knee.

                         LB
                 Oh, I have an idea.

     He sits behind her, back to back like the two of them were
     that day in Tanglewood all those years ago. They laugh.

     Felicia lights up.

                         LB
                 Oh, is that a lighter, darling?

                         FELICIA
                 You mind your own business.
                                                          92.


LB takes it all in. We hear the clarinet open of Bernstein's
Symphony No. 2 "The Age of Anxieety", Pt. 1: A. The Prologue.

                    LB
            I'm thinking of a number...

                    FELICIA
             (she laughs)
            Oh, I don't know. Nine.

                     LB
            No.

                     FELICIA
            Five.

                    LB
            No, you have to think!

                    FELICIA
             (laughs)
            I'm trying, I'm trying to.

                    LB
            It's two, darling.

                     FELICIA
            Two...

                    LB
            It's two. Like us.

                     FELICIA
            Hmm?

                    LB
            Like us, a pair.

                     FELICIA
            Hmm.

                    LB
            Two little ducks in a pond.
             (then)
            Throw your weight on me, darling.

                    FELICIA
            I am. I am.

                    LB
            That's it. Put all your weight on
            me, yes, that's it. Lean your head
            back, that's it.
                                                                 93.

81                                                                     81
     INT. SITTING ROOM, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     Felicia. Sitting in a chair, gaunt, bald underneath a frilly,
     blue cotton Kenneth mobcap, tea and tissues by her side.

                           CYNTHIA
                   Oh, my dear.

                           FELICIA
                   Hello, dears. Hello.

     Cynthia, in a perm, and Mendy walk in. Felicia doesn't get up
     to greet them, but they kiss her where she sits and settle in
     across from her on the couch.

                 MENDY
     Gorgeous. Missed you.                       FELICIA
                                      Missed you so much.

                           JAMIE (O.C.)
                   Mummy, are you alright?

                           FELICIA
                   I'm fine.

     Cynthia and Mendy sit across from her.

                  CYNTHIA
     My dear...                                  FELICIA
                                      Did you have a nightmare
                                      getting here?

                           CYNTHIA
                   Of course.
                    (about Mendy)
                   This one was driving.

                           FELICIA
                    (laughing)
                   Oh, no...

                           MENDY
                   I don't think we could have gone
                   farther east if we tried.

                           CYNTHIA
                   You know I hate driving. Oh, I wish
                   I'd come earlier. Is there anything
                   you need? Anything I can do?

                           FELICIA
                    (after a beat)
                   Never get another perm.
                                                            94.


                    MENDY
             (laughs)
            That's what I said!

                    CYNTHIA
            Ramon said it was a triumph!

                    MENDY
            It's a gigantic triumph!

Felicia laughs, which causes her to cough up phlegm. She takes
a tissue to her mouth and discards it. Cynthia pivots.

                    CYNTHIA
            Where's, uh, where's Lenny?

                    FELICIA
            Oh, I don't know, he's sleeping or
            something.

           CYNTHIA
Do you remember that, um,
that bar mitzvah that you
dragged me to, one of
Alexander's friends, the                     FELICIA
little...                         I do, the, em... oh, what was
                                  his name? Feldman.

                    CYNTHIA
             (nods, to Mendy)
            Yes. So we're there and I'm of
            course seated next to our dear
            Felicia here and she looks stunning
            as usual, woe is me. And Lenny's, oh
            about 25 pounds lighter, yeah? And
            tanned, just tanned, all in white
            from head to toe, including white
            patent leather shoes with no socks.

           FELICIA
That was very en-vogue.                       MENDY
                                  A lie.

                    CYNTHIA
            Well, at one point Lenny, he gets
            up, you know in that all-white
            attire, and makes his way up to the
            lectern --

Felicia coughs violently into one of her pocket squares,
interrupting Cynthia. After an awful few moments, she finishes
and, ever graceful, tucks the square away.
                                                                  95.


                         FELICIA
                 No, it's fine. The... um... Lenny in
                 the white suit.

                         CYNTHIA
                 Yes, yes, and he's all in white, and
                 um, he, he goes up to the lectern
                 and um, you know I don't think
                 anyone had even asked him to speak.

                         FELICIA
                  (smiles with effort)
                 No.

                         CYNTHIA
                 But, it took him oh, about twenty
                 minutes just to walk from our table
                 up there, you know, stopping at
                 every table he passed, chit-chatting
                 of course, and finally he arrives up
                 there next to that frightened boy
                 and Felicia leans over to me without
                 missing a beat and says...
                  (as Felicia)
                 "And now we have the Bride."

     Mendy laughs. And Felicia too, wincing a bit... And then,
     almost if on cue, we HEAR Here Comes the Bride over piano.
     Felicia and the others look over --

                         MENDY
                 He is risen!

     LB is at the piano, in his pajamas and bathrobe, easily
     playing a beautiful rendition of the wedding classic. Further
     back, the three grown children, Jamie, 25; Alexander, 22, long
     hair; Nina, 16, a brainy teen, scramble into position, walking
     down the aisle with a fern haphazard as a flower bouquet.

                         MENDY
                 Oh, a production!

     As the others laugh, Felicia looks on, on a different page.
82   INT. SITTING ROOM, EAST HAMPTON HOUSE, LONG ISLAND, NY - LATER 82

     LB and Felicia are mid-goodbyes with Cynthia and Mendy.

                         LB
                 We'll see you. Okay. Alright, bye.
                 I'll see you. Love you.

     Felicia can't handle it any longer. She turns away and LB
     immediately comes to her.
                                                                  96.


                         FELICIA
                 I don't want any more visitors. No
                 more, no more, I want to go to bed.

                         LB
                 Yes, okay.

     LB takes her off to bed.
83                                                                      83
     INT. BEDROOM, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     LB on the phone, sitting on a sofa chair.

                         LB (INTO PHONE)
                 Yes, no. You're going to have to
                 cancel it. Yes. Well... no, I'm not
                 leaving. Well, that's out of the
                 question. I've had a relationship
                 with that orchestra for fifteen
                 years, I think they'll understand.
                 No, that's out of the-- I'm not
                 leaving here, Harry, you're gonna
                 have to figure it out. Yes. Yes,
                 we're doing fine.

     LB hangs up. Gets up, looks down the hallway and closes the
     door. We are alone with him now, for the first time. He sits
     back down and pulls up the cushion and simply screams into it.

     One gets the sense this is not an environment he is
     comfortable with, yet he needs this isolation to process the
     prospect of what life will be like without Felicia.
84                                                                      84
     INT. BATHROOM, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     Find Felicia, sitting on a closed toilet seat, pulling toilet
     paper off the roll and carefully folding pieces into little,
     rectangular pocket squares.
85                                                                      85
     INT. BATHROOM, EAST HAMPTON HOUSE, LONG ISLAND, NY - LATER

     Jamie hands a glass of water to Felicia, who forces it down.

                         JAMIE
                 Are you using the bathroom?

                         FELICIA
                 No! I can't!

                         JAMIE
                 Well, so you have to drink your
                 water.
                                                                  97.


                         FELICIA
                  (tries to get up)
                 I'm trying! Oh my God, I'm freezing
                 cold all the time...

     Jamie takes Felicia's arm, helps her up best she can.

                 JAMIE
     Here, let me help --                       FELICIA
                                     No, I don't, I don't need
                                     help! I don't need it. I
                                     don't need it. Let go!
86                                                                      86
     INT. FELICIA'S BEDROOM, EAST HAMPTON HOUSE - MOMENTS LATER

     Felicia sits in bed with Jamie trying to tuck her in, make her
     feel more comfortable.

                FELICIA
     Get into bed, come on, I
     don't need all this fuss...                 JAMIE
                                     Are the pillows alright?

                         FELICIA
                 Honestly they're fine. Come on.

     Jamie climbs into bed next to her mother.

                FELICIA
     Just lie down. Just lie down.                 JAMIE
                                     Okay.

     Felicia embraces Jamie, holding her tight.

                         FELICIA
                 I'm sorry. I'm sorry. I'm sorry. You
                 know, all you need, all anyone needs
                 is to be sensitive to others.
                 Kindness. Kindness. Kindness.

     Jamie, on her shoulder, takes this in.
87                                                                      87
     EXT. LIVING ROOM, EAST HAMPTON HOUSE, LONG ISLAND. NY - DAY

     We hear scissors snipping hair and see LB checking his watch.

                         LB
                 Darling, it's ten minutes past half
                 hour, did you take your medicine?

     We TILT up to see Felicia in a sundress and mobcap, cutting
     LB's hair...
                                                              98.


                       FELICIA
               No, I don't...

                       LB
               Well, how's your pain threshold?

Felicia's a bit out of it because of all the drugs she's on.

                       FELICIA
               I think he told me not to take it.

                       LB
               Who? Who told you?

                         FELICIA
               Arkell.

                       LB
               Darling, no, Arkell is not our
               doctor. It's Kruger. Bernard. Arkell
               was our doctor many years ago.

            FELICIA
Of course, no, I don't know                       LB
what I'm...                         Maybe you should go take some
                                    medicine. How's your pain,
                                    are you in pain?

                       FELICIA
               No, it's fine. Fine.

He reaches for Felicia's hand, kisses it.

               LB
No pain?                                          FELICIA
                                    No.

                       LB
               Okay, well, after this, take it.

CLOSE on a record player and a few records. One of them stands
out. Nina picks it up. Shirley Ellis, The Clapping Song.

          LB (O.C.)
Alright? Darling, alright?                  FELICIA (O.C.)
                                    No, I know... I'm
                                    concentrating.

                       NINA
               Look what I found.

           JAMIE (O.C.)
Oh!                                                 LB
                                    What is it?
                                                             99.


And when they see what she is holding, they excite.

                     LB
             Oh, yes!

                     NINA
             Speaking of childhood memories...

            JAMIE
That could be a good idea.                   ALEX
                                Far more interesting.

             LB
Now is it?                                   JAMIE
                                Put it on.

              LB
Do you remember that song,                 FELICIA
dear?                           I do, of course.

             LB
You do?                                      FELICIA
                                Of course!

She puts on the Shirley Ellis single and we hear the symbols
that mark the beginning of The Clapping Song.

             ALEX
Do you remember the dance?                   FELICIA
                                No...

              LB                             JAMIE
Who remembers it?                  (to Alex)
                                Do you remember the dance?

                     LB
             Who was the...
              (points to Alex)
             You were the worst at it. You were
             the absolute worst at it.

We go WIDE on the living room. As the music kicks in, the
three grown children start to dance. Jamie, Alexander, with
Nina jumping in. Jamie and Nina clap hands.

                     JAMIE
             Get your hands into it.

LB smiles as he gets up, turns to Felicia and takes her hand.
She resists, but LB pulls her into a gentle dance.

                     LB
              (to the kids)
             Come here, everybody.
                                                                 100.


     The family comes in for a group hug, enveloping Felicia with
     love, The Clapping Song playing all the while.
88                                                                      88
     EXT. SEA WALL, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     Sweet Gene runs down the sea wall at the edge of the yard
     behind the house. Julia Vega comes running, waving a dish
     towel frantically.

                         JULIA VEGA
                 Sweet Gene! Come here! Vamos a casa!
89                                                                      89
     INT. FELICIA'S ROOM, EAST HAMPTON HOUSE - SAME TIME

     Felicia lies in bed, still. A nurse sits along the wall. We
     hear LB bound up the stairs.

                         LB (O.C.)
                 Where's the patient? Where is the
                 patient?

     He comes into Felicia's room, giddy, dressed as a doctor.

                         LB
                 The doctor is here.
                  (noticing a nurse)
                 Hello, nurse, the doctor is.,,

     But as he gets to the bed, he stops. Staring. At Felicia,
     prone. LB steps forward. Felicia reaches for his hand. She
     wants him to lie down with her. Felicia holds onto his arm.
     She doesn't want him to go. He lies down beside her...

                         LB
                 I love you.

                         FELICIA
                 You smell like tuna fish. And
                 cigarettes.

                         LB
                 You caught me. It's horrible.

     LB kisses her cheek and spoons into her. Fighting back tears.
     Her breathing heavy. And as they lie there, Felicia looking
     out, she slips away.
90                                                                      90
     INT. FELICIA'S BATHROOM, EAST HAMPTON HOUSE - DAY

     A clean POV from the upstairs bathroom window beside Felicia's
     bedroom. We're looking out at the yard.

     A beat. Through he window, we see Nina run out across the
     lawn. Moments later, LB runs after her.
                                                                101.


     He reaches her, pulls her to him. In tears, Nina buries her
     head in his neck and he picks her up, carrying her back toward
     the house. Alex joins, walks them back inside.

     As at the open, we hear the piano beginnings of the Postlude
     from A Quiet Place and we dissolve to --
91                                                                     91
     EXT. SEA WALL, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     The MUSIC CONTINUES. LB stands at the sea wall, looking out.
92                                                                     92
     EXT. DRIVEWAY, EAST HAMPTON HOUSE, LONG ISLAND, NY - DAY

     The MUSIC CONTINUES. We are OVER a station wagon, looking back
     toward the house. LB and the kids and Julia Vega finish
     packing up the cars, closing trunks and car doors, everyone
     getting in to go, everyone save for Felicia.

     They drive away from us as the music ends and we dissolve to --
93                                                                     93
     EXT. THE SHED, TANGLEWOOD, LENOX, MA - DAY (LATE SUMMER 1989)

     As when we first saw it (P.23), we see a vast lawn leading to
     a theater-like structure in the distance, centered by a
     phalanx of tall, evergreen trees.

     We are back at Tanglewood, looking at The Shed, but now in
     color. Without music. And instead of LB and Felicia walking
     past us, we just hold here for a moment...

     ...until we hear a car in the distance. R.E.M.'s The End of
     the World As We Know It on the radio. The car comes toward us.
     A vintage, gold convertible Mercedes lurches up beside The
     Shed, the song mentioning LB by name...

     We catch the license plate (MAESTRO1) as the car comes to a
     stop. A beat, then...

     LB opens the door and hoists himself out of the car.

     He's flamboyantly dressed in a thin t-shirt, red hoodie and
     sunglasses. An assistant gets out of the car.

                         LB
                 Get the bag.

     He opens the trunk as LB barrels toward...
94                                                                     94
     INT. STAGE/HOUSE, THE SHED, TANGLEWOOD - MOMENTS LATER

     A dozen twenty-somethings in the front rows look with awe and
     reverence at LB, glasses on, who stands by the stage speaking
     to a YOUNG BLACK MAN (WILLIAM), sweaty in casual clothes.
                                                          102.


LB isn't shy about putting his hand on William's shoulder as
he speaks to him. The orchestra tunes.

                    LB
            I think the main component of this
            whole piece is becoming one with not
            only the timpani in the back, but
            also the violins in the front. You
            have to treat them all as one
            organism. If you do that, if you
            just work from there, then I've got
            you, so don't worry. Okay? I'm right
            here and I'm going to bring you
            through it, okay? Here we go.

LB sits in the front row, gives William a thumbs up as he
moves to the podium. Then LB raises his hand to introduce...

                    LB
            William, everybody!

William stands at the podium, nervous.   He eyes the score,
takes a deep breath...

                    WILLIAM
            Bar three-eleven, please.

...and after counting under his breath, he drives the
orchestra through Beethoven's Symphony No. 8 in F-Major, Op.
93 I. Allegro vivace e con brio. They're together right up
until the fermata, and then LB stands, interrupting...

                    LB
            Okay. Sorry...

The orchestra stops.

              LB
Sorry, but now that you made                WILLIAM
it clear...                       Yes.

                    LB
            ...that you're retarding into the
            fermata.

                    WILLIAM
            Yeah, I'm just still unclear
            afterwards.

                    LB
            No, it's fine, everything's
            together, but what happens
            afterwards? What are you going to
            do? Cause they don't know.
                    (MORE)
                                                           103.
                    LB (CONT'D)
            Are you going to bleed out of it?
            Are you going to drip out of it?
            What are you going to do?

                    WILLIAM
            I'll do this.

William holds up his baton to LB as if to say he's got it.

                    LB
            Leak out of it. That's what it
            sounded like.

We hear chuckles from the orchestra and small audience.
William addresses the orchestra.

                    WILLIAM
            Fermata.

                    LB
            Bar before.

                    WILLIAM
            Bar before.

William again counts off under his breath then takes the
orchestra into the fermata, but as he continues...

                    LB
            No, that's not, that's not clear.

William cuts off the orchestra.

                    WILLIAM
            No, I didn't feel that.
             (to the orchestra)
            One more time, please. Sorry.

                    LB
            Shall I...?

But William's already begun again, closing his eyes now and
trying to lead them. But as he gets past the fermata...

                    LB
            Okay, that's very nice, that's very
            nice, but that's still a bar.

LB begins to approach. William cuts off the orchestra as LB
steps onto the stage.
                                                          104.


                    LB
            So, if I could just show you what I
            think you want and then, if I'm
            wrong, you'll tell me.

                    WILLIAM
            Yes.

LB takes William's baton.

                    LB
            So, I think you want to do, where
            you want to take them is you want to
            do a cutoff and an upbeat. Quarters,
            I think that's what you really mean.
             (to the orchestra)
            Bar before the fermata.

He dives in, taking the orchestra through the same piece but
guiding them with ease. We can hear the difference.

                    WILLIAM
            Ah, yes.

                    LB
            Right? Did I get it? What did I do?

William smiles, starts to recite the pattern.

                    LB
            Ah, that's what I did...

The orchestra begins to stamp its feet, akin the clapping.

                    LB
            Oh...
             (to William)
            Is that for me or for you?
             (it's for LB)
            Oh, more! More, more, more!

LB encourages the adulation. Everyone laughs and claps.

                    LB
             (arm around William)
            That was very good. Very good. Okay,
            start back here. Okay, thank you...

LB pats William on the shoulder, steps off the stage, heading
into the house. He turns back to the orchestra.

                    LB
            Be kind to him.
                                                                 105.


     And as William raises his baton to try again, we hear the beat
     of the electronic bass opening of Tears for Fears' Shout.
95                                                                      95
     INT. SMALL THEATER, TANGLEWOOD - NIGHT

     A wild party. Red cups and bottles of liquor, passed joints
     hot boxing the room of students grooving to the `80s classic.
     Find LB in the middle of it all, shirt unbuttoned to reveal a
     hairy gray chest and that belly. His eyes almost closed as he
     dances with the conducting student, William. Close. Sensual.

     Then standing alone, pounding on his chest gorilla style,
     free, untamed, in his element.

                         LB (PRELAP)
                 `If summer doesn't sing in you, then
                 nothing sings in you. And if nothing
                 sings in you, then you can't make
                 music.'
96                                                                      96
     INT. LIVING ROOM, FAIRFIELD HOUSE, CONNECTICUT - DAY (1989)

     We're back to where we began, LB at the piano in his Fairfield
     living room, addressing the interviewer.

                         LB (CONT'D)
                 Something she told me when I was
                 gloomy about something and recited
                 this Edna St. Vincent Millay poem,
                 which then became Songfest. But
                 summer does still sing in me. Not as
                 strongly as it used to or as often.
                 But it sure does. If not, I would
                 have jumped into the lake long ago.

     LB takes a long drag, contemplative. Then --

                         LB (CONT'D)
                 Any questions?
97                                                                      97
     EXT. FAIRFIELD HOUSE, CONNECTICUT - DAY (1955, MEMORY)

     IN BLACK AND WHITE.

     Felicia, young, full of life, looks directly at us.

     We hear LB's Chichester Psalms: II. Psalm 23.

     She looks at us with a certain enigmatic allure, a timeless,
     captivating smile crosses her lips before she turns away.

     Over her back, a title fills the screen.
                                                              106.


                               "MAESTRO"

                                                   SMASH TO BLACK.
98                                                                   98
     CREDIT SEQUENCE: ARCHIVAL FOOTAGE

     MUSIC CONTINUES as we fade up on archival footage of the real
     Leonard Bernstein, late 60s, conducting a full orchestra.

     His genius on full display, emotional, brilliant.

     As the conducting concludes, Bernstein blows a kiss and we...

                                                         FADE OUT.

Maestro



Writers :   Bradley Cooper  Josh Singer
Genres :   Drama  Romance


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