The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
Seinfeld
South Park
Stargate SG-1
Lost
The 4400

International
French scripts

Latest Comments



ALL SCRIPTS





                                  WICKED




                              Screenplay by

                           Winnie Holzman and
                        Winnie Holzman & Dana Fox


                      Based on the Musical Stage Play
   

                         with Music and Lyrics by
      
                             Stephen Schwartz
        
 
                               and Book by
                          
                              Winnie Holzman



                            From the Novel by

                             Gregory Maguire
                                                                   1


    FADE IN:
1                                                                    1
    INT. KIAMO KO CASTLE - PARAPET - PRE-DAWN

    A SHIMMERING, MYSTERIOUS ORB comes into view. As we look
    closer, it reveals itself to be-- a drop of water.

    More drops appear, they-- float up, and that's when we
    realize: we've been looking at this upside down...

    We follow these drops, right side up now, to A STREAM OF
    WATER, flowing from the next room. We follow this stream
    THROUGH the open doorway, where:

    ...it's eerily silent. We pass clues: a bucket on its side, a
    slowly spreading puddle of water, some blue feathers, a
    soaked black cloak and... A POINTED BLACK HAT.

    Suddenly, something bursts from the shadows, into the sky--

    IT'S A SWARM OF WINGED MONKEYS.

    The orchestral opening of "No One Mourns The Wicked" begins.
2                                                                    2
    EXT. KIAMO KO CASTLE - PRE-DAWN

    WE FOLLOW THE FLYING MONKEYS as they soar over

    FOUR FIGURES, below, crossing a drawbridge out of the castle.
    One of them is waving something... a broomstick?

    The first rays of the sun hit a waterfall, creating a
    rainbow. We move over it, and travel along the ground, as...

    A HORSE, ridden by a cloaked figure, gallops past--

                                                 SMASH CUT TO:
3                                                                    3
    EXT. MUNCHKINLAND - TULIP FIELDS - MORNING

    And CHILDREN charge, excitedly, through a nearby field--

                         LITTLE OZIAN BOY
               Good news! She's dead!

                         LITTLE OZIAN GIRL
               It's the Witch Hunters!

                         LITTLE OZIAN BOY
               They got her Broomstick!
                                                                   2

4                                                                    4
    EXT. MUNCHKINLAND - TOWN CENTER - MORNING
    AN OZIAN FAMILY scrambles out of their front door, to find
    their NEIGHBORS, who turn to them, over-the-moon--

                        NEIGHBORS
         GOOD NEWS! SHE'S DEAD!

    All around, MORE OZIANS emerge from their homes-- they hug,
    CLANG POTS AND PANS, SPREAD THE GOOD NEWS:

                        OZIANS
         THE WITCH OF THE WEST IS DEAD!

    PEOPLE pour out into the streets, emotional; exultant--

                        OZIANS (CONT'D)
         THE WICKEDEST WITCH THERE EVER WAS
         THE ENEMY OF ALL O F US HERE IN OZ
         IS DEAD!
         GOOD NEWS!
         GOOD NEWS!

    One LITTLE GIRL's eyes widen: there's a LARGE BUBBLE,
    floating in front of her-- she pops it! And then we see:

    MORE BUBBLES, floating down from above--

                        MAN IN THE CROWD
              Look! It's Glinda!

    The crowd looks to where he's pointing...

    And rising in the North, we see: glowing, backlit against an
    impossibly beautiful, rainbow-colored sky...

    GLINDA, the good witch, t he best witch of all, floating high
    above the crowd, in her very own flying Bubble--

                        VARIOUS OZIANS
              It's her!/It's Glinda!/The Witch of
              the North!/It's Glinda the Good!

    FROM THE CROWD'S POV: Glinda looks down at them adoringly.

    The Bubble "lands". Inside, Glinda raises her wand, as if to
    work some magic... and then PLINK! She taps the Bubble with
    her wand and pops it .

    The crowd CHEERS! As Glinda steps forward, radiating
    goodness, she smiles her irresistible smile--
                                                                  3


                         GLINDA
              It's good to see me, isn't it?
                  (the thrilled crowd is
                   speechless)
              No need to respond-- that was
              rhetorical. Fellow Ozians...
                  (singing)
         LET US BE GLAD
         LET US BE GRATEFUL
         LET US REJOICIFY THAT GOODNESS COULD SUBDUE
         THE WICKED WORKINGS OF YOU-KNOW-WHO
         ISN'T IT NICE TO KNOW
         THAT GOOD WILL CONQUER EVIL?
         THE TRUTH WE ALL BELIEVE'LL BY AND BY
         OUTLIVE A LIE
         FOR YOU AND...

                        SOMEONE IN CROWD
              Glinda! Exactly how dea d is she?

                        GLINDA
              Because there has been so much
              rumor and speculation... innuendo,
              outuendo... let me set the record
              straight.

    ANGLE ON: A Messenger taps Glinda's proclamation into an
    Ozian-style telegraph machine as--

                        GLINDA (CONT'D)
              The liquidation occurred at the
              thirteenth hour, the direct result
              of a bucket of water thrown by a
              female child. Yes, the Wicked Witch
              of the West... is dead.

    The crowd EXPLODES: embracing, dancing, CELEBRATING...!

                        MAN IN THE CROWD
         NO ONE MOURNS THE WICKED

                        WOMAN IN THE CROWD
         NO ONE CRIES: "THEY WON'T RETURN!"

                        ALL
         NO ONE LAYS A LILY ON THEIR GRAVE
5                                                                   5
    EXT. MUNCHKINLAND - FIELD
    The news travels beyond the town to PEOPLE at work in the
    fields--

                        MAN
         THE GOOD MAN SCORNS THE WICKED!
                                                                   4


                           THREE WOMEN
            THROUGH THEIR LIVES, OUR CHILDREN LEARN:

                           ALL
            WHAT WE MISS
            WHEN WE MISBEHAVE
6                                                                    6
       EXT. MUNCHKINLAND - TOWN CENTER
                           GLINDA
            AND GOODNESS KNOWS
            THE WICKED'S LIVES ARE LONELY
            GOODNESS KNOWS
            THE WICKED DIE ALONE
            IT JUST SHOWS WHEN YOU'RE WICKED
            YOU'RE LEFT ONLY
            ON YOUR OWN...

       The townspeople gather around Glinda.

                            TOWNSPEOPLE
            YES, GOODNESS KNOWS
            THE WICKED'S LIVES ARE LONELY
            GOODNESS KNOWS
            THE WICKED CRY ALONE
            NOTHING GROWS FOR THE WICKED
            THEY REAP ONLY
            WHAT THEY'VE SOWN...

       A GIRL IN THE CROWD calls out to Glinda--

                           GIRL IN THE CROW D
                 But Miss Glinda, why does
                 Wickedness happen?

                           GLINDA
                 That's a good question. One that
                 many people find confusifying: Are
                 people born Wicked? Or do they have
                 Wickedness thrust upon them? After
                 all, she had a childhood. She had a
                 father, who, by the way, had been
                 appointed the Governor of
                 Munchkinland...

7-10                                                           7-10
       OMITTED
11                                                               11
       INT. GOVERNOR'S MANSION - HALLWAY - NIGHT [FLASHBACK]

       GOVERNOR THROPP, a somber looking man in a suit, calls out--

                           GOVERNOR THROPP
                 I'm off to the Assembly, dear!
                                                                    5


        His voice ECHOES in the large, ornate house.

                            GLINDA (V.O.)
                  And she had a mother. As so many
                  do...

        A hauntingly beautiful woman appears beside Governor Thropp.
        This is his wife-- MRS. THROPP.

                            GOVERNOR THROPP
             HOW I HATE TO GO AND LEAVE YOU LONELY

                            MRS. THROPP
             THAT'S ALRIGHT -- IT'S ONLY JUST ONE NIGHT

                            GOVERNOR THROPP
             BUT KNOW THAT YOU'RE HERE IN MY HEART
             WHILE I'M OUT OF YOUR SIGHT...

                            GLINDA (V.O.)
                  Like every fa mily... they had their
                  secrets.

        Governor Thropp kisses his wife goodbye. She shuts the front
        door behind him. Her expression changes. She turns, we FOLLOW
        HER through the house... Down the hall...

        To the back door, where she pulls HER LOVER inside.

        The Lover (who we only see from behind or in shadows) takes a
        swig from a small green bottle, then offers it to her--

                             THE LOVER
             HAVE ANOTHER DRINK, MY DARK-EYED BEAUTY
             I'VE GOT ONE MORE NIGHT LEFT, HERE IN TOWN
             SO HAVE ANOTHER DRINK OF GREEN ELIXIR
             AND WE'LL HAVE OURSELVES A LITTLE MIXER
             HAVE ANOTHER LITTLE SWALLOW, LITTLE LADY,
             AND FOLLOW ME DOWN...

        They kiss-- the bottle slips from her hand. As she pulls him
        up the stairs, WE LINGER ON THE GREEN BOTTLE, lying there...

                            GLINDA (V.O.)
                  And one thing led to another... as
                  it so often does.

12-14                                                          12-14
        OMITTED
15                                                                15
        INT. GOVERNOR'S MANSION - HALLWAY & BEDROOM - DAY

        CLOSE ON: Mrs. Thropp grabbing the bedsheets...
                                                                    6


                           GLINDA (V.O.)
                 But from the moment the witch was
                 born she was... well, different.

     CLOSE ON: ENORMOUS BEAR PAWS, RUNNING. Is someone being
     attacked? But then, the bear paws run... up a staircase.

                             DULCIBEAR (PRE-LAP)
          IT'S COMING...
16                                                                16
     INT. GOVERNOR'S MANSION - BEDROOM - DAY [9 MONTHS LATER]
     The bear opens the door, carrying a cauldron and wearing a
     nursemaid's uniform. This is DULCIBEAR.

                             GOVERNOR THROPP
          NOW?

     We hear a SCREAM and REVEAL Mrs. Thropp is in labor.

                         DULCIBEAR
          THE BABY'S COMING...

                             GOVERNOR THROPP
          AND HOW!

     Governor Thropp dabs his wife's brow lovingly as Dulcibear
     pours boiling water over some towels and hands one to--

     A FEMALE WOLF DOCTOR. The Wolf Doctor holds an Ozian
     stethosco pe to Mrs. Thropp's pregnant belly.

                             WOLF DOCTOR
          I SEE A NOSE...

                             GOVERNOR THROPP
          I SEE A CURL...

                         DULCIBEAR/GOVERNOR THROPP
          IT'S A HEALTHY PERFECT LOVELY LITTLE...

                             DULCIBEAR
                 Ohhhhh!

                             GOVERNOR THROPP
                 Sweet Oz!

                           MRS. THROPP
                 What is it, what's wrong?

     Governor Thropp stares at the baby in shocked disbelief.

                             DULCIBEAR
          HOW CAN IT BE?
                                                                   7


                         GOVERNOR THROPP
          WHAT DOES IT MEAN?

                          DULCIBEAR
          IT'S UNCANNY!

                         GOVERNOR THROPP
                   (devastated)
          IT'S OBSCENE!

                         GOVERNOR THROPP/WOLF DOCTOR
          LIKE A FROGGY, FERNY CABBAGE
          THE BABY IS UNNATURALLY...

     Governor Thropp looks from the baby to his wife, hurt and
     betrayed.

                         GOVERNOR THROPP
                   (a hushed accusation)
          GREEN.

     As Mrs. Thropp sees her BABY, we REVEAL: the baby is green.

     Dulcibear picks up the baby and swaddles it lovingly. She
     goes to hand the baby to Mrs. Thropp when--

                         GOVERNOR THROPP (CONT'D)
               Take it away.

     Dulcibear hesitates. Suddenly the green baby lets out a WAIL,
     and-- BAM! All the objects in the room fly into the air and
     stick to the ceiling and walls, as if gravity has pulled them
     in all directions.

     Everyone looks around, stunned. Governor Thropp stares at the
     green baby, clearly the source of this perversion of physics.

                         GOVERNOR THROPP (CONT'D)
               Take it away--!

     Dulcibear hurries out with the baby, cradling it protectively
     in her arms. The baby calms. As they exit, we glimpse: the
     objects in the room behind them tumble back to earth.

     TRANSITION: CLOSE ON a pop-up book, held by a pair of small
     green hands.
17                                                               17
     EXT. GOVERNOR'S MANSION - FRONT LAWN - DAY [FLASHBACK]
     FIND LITTLE ELPHABA (7) reading her book on the lawn.

     Next to her, Dulcibear plays peekaboo with TODDLER NESSAROSE,
     "NESSA", (Elphaba's 4 year old sister, with eyes that could
     melt your heart. She's in an Ozian-style wheelchair).
                                                              8


                       GOVERNOR THROPP (O.S.)
          Dulcibear!

Across the lawn, DIGNITARIES arrive, greeting the Governor.

                    DULCIBEAR
          Coming, Governor!
              (to Elphaba)
          Little One--

Little Elphaba looks up from her book--

                    DULCIBEAR (CONT'D)
          Watch baby Nessa just a clock tick--

As Dulcibear lumbers off to assist the Governor, we hear:

                    TAUNTING KIDS (O.S.)
          Yeah, watch your sister, El-pha-ba!

Little Elphaba looks over to the gate to the lawn, where so me
MEAN KIDS have gathered--

                    MEAN KID
          Just don't let her see how ugly you
          are!

The Kids LAUGH. Elphaba yells back, like it's a great burn--

                    LITTLE ELPHABA
          She already knows!

Confident she got the last word, Little Elphaba turns to her
baby sister... whose big eyes now look frightened--

                    LITTLE ELPHABA (CONT'D)
          Oh, Nessarose, don't you worry--
              (whispers)
          I'm right here. I always will be.

Elphaba takes Nessa's t iny hand into her own green hand,
looks into her eyes, smiles. Comforted, Nessa smiles back.

                    LITTLE ELPHABA (CONT'D)
          Now. You want to see something
          wonderful...?
              (opening her pop-up book)
          This is all about the Wizard. Do
          you know how he got here?

Toddler Nessa shakes her head no, eyes wide--

                    LITTLE ELPHABA (CONT'D)
          From the sky! In a balloon! See?
                                                                   9


     We see a pop-up balloon, as Little Elphaba continues...

                         LITTLE ELPHABA (CONT'D)
               Then he built a city made of
               emeralds, `cause he loves emeralds.
               Even though they're green. And
               Nessa, if you get to meet him?
                   (whispers)
               He grants your heart's desire!

     PING! A single pebble hits the pop up book-- when Elphaba
     turns to where it came from, WE HEAR the Kids, chanting--

                         KIDS
               Elphaba Thropp, green on top.
               Someone run and tell her
               That everyon e can smell her...

     The kids throw more pebbles. Toddler Nessa BURSTS INTO TEARS.
     Little Elphaba leaps to her feet, glaring at the Kids, and
     suddenly-- the pebbles and dirt swirl up from the ground and
     pummel the shocked kids. They SCREAM and run away.

                         GOVERNOR THROPP (O.S.)
               What have you done this time?!

     Elphaba turns to see her father rush over with Dulcibear.

                         GOVERNOR THROPP (CONT'D)
                   (to Elphaba)
               Now you've made your sister cry!

     He scoops up Toddler Nessa, and carries her off.

     Elphaba looks down at her pop-up book in the dirt. Dulcibear
     picks it up and dusts it off, giving it back to her tenderly.
     Elphaba opens it and a pop-up Wizard comes out of his palace,
     smiling, his little pop-up hand reaching out... to her.

                         GLINDA (PRE-LAP)
               So you see... it couldn't have been
               easy.
18                                                               18
     EXT. MUNCHKINLAND - TOWN CENTER - MORNING
     The crowd parts, making way for a HUGE EFFIGY OF ELPHABA.
     It's wheeled towards Glinda, bearing down on her...

                         CROWD
          NO ONE MOURNS THE WICKED
          NOW AT LAST, SHE'S DEAD AND GONE

     An OZIAN ZEALOT lights a stick and hands it to Glinda to do
     the honors.
                                                                 10


Glinda's smile tightens for a split second, but then... she
lights the EFFIGY, which ignites in a WHOOSH of flames!

                                               CROWD (CONT'D)
           GLINDA
  (concerned)                      NOW AT LAST THERE'S JOY
                                   THROUGHOUT THE LAND
GOODNESS KNOWS...                  AND GOODNESS KNOWS...
                                   WE KNOW WHAT GOODNESS IS
AHH                                GOODNESS KNOWS...
                                   THE WICKED DIE ALONE...
SHE DIED ALONE...                  WOE TO THOSE (WOE TO THOSE)
                                   WHO SPURN WHAT GOODNESSES
                                   THEY ARE SHOWN...
                                   NO ONE MOURNS THE WICKED!
GOOD NEWS!
                                   NO ONE MOURNS THE WICKED!
GOOD NEWS!
                                   NO ONE MOURNS THE...

                       ALL
      WICKED!
      WICKED!
      WICKED!

A beat. Glinda turns away from the burning effigy.

                       GLINDA
             Well. As you can imagine, I have
             much to attend to, what with the
             Wizard's unexpected departure, so--

Glinda steps back onto the Bubble's platform, and now we see
that it is a bubble-powered machine: mechanical, not magical.

                       GLINDA (CONT'D)
             If there are no further q uestions--

The Bubble "rebubbles" itself over her with a quick swoop.
Glinda is about to float away when suddenly A VOICE IN THE
CROWD yells out--

                       VOICE IN THE CROWD
             Glinda! Is it true you were her
             friend?

Glinda freezes, thrown.

From inside her Bubble, Glinda stares at the burning effigy.
For a moment, the flames take her to a memory... a feeling...

-- QUICK FLASH TO: A younger Glinda sits, arm in arm , with
someone dressed in black, with black hair, whose face we
can't see.
                                                                    11


      There's no sound but the CRACKLE and POP of a fire in a
      fireplace. Glinda laughs until she cries, then-- leans closer
      to this person, and whispers something.

      BACK TO SCENE: Glinda stares into the burning effigy then
      turns back to the crowd--

                          GLINDA
                Friend? I mean... I knew her.

      RIPPLES OF SHOCK move through the Crowd below...

                          GLINDA (CONT'D)
                That is, our paths did cross. At
                school... But you must understand ,
                it was... a long time ago...

      OFF Glinda, remembering... and suddenly, we're on a boat,
      with her, traveling down a RIVER, towards:
18A                                                               18A
      EXT. SHIZ UNIVERSITY - RIVER ARCH
      The breathtaking arched gateway to Shiz University. We hear
      the OPENING CHORDS the Shiz University Oz-ma Mater.

      SONG: "DEAR OLD SHIZ" - INSTRUMENTAL INTRO
19                                                                 19
      EXT. SHIZ UNIVERSITY - ENTRANCE COURTYARD - DAY
      Pink suitcases of every size and shape hit the ground, as

      Glinda (or as she was known back then, "GALINDA") strides
      through the impressive gates, clad in a Shiz University
      blazer, that she has styled in her own fashion forward,
      Galinda way. She's flanked by her ADORING PARENTS.

      As Galinda strides by, VARIOUS STUDENTS and PARENTS, notice
      her, thinking they know her-- or just wanting to. They smil e
      as she passes, and Galinda (being Galinda) smiles back,
      waving, used to this...

      Galinda stops and turns to her parents, flinging open her
      arms and pulling them into a hug. After a long beat, she
      gently extricates herself. As her tearful parents reluctantly
      start to go, she calls out--

                          GALINDA
                Remember, it's not goodbye, it's
                farewell.

      Her Parents immediately rush back, clinging to her again.
      This time she's getting squished, and over it...
                                                             12


                    GALINDA (CONT'D)
          Now it's goodbye.

Her parents nod, and with one last kiss, they back away--

                    GALINDA'S PARENTS
          Goodbye, precious!/We love you!

Glinda notices: a handkerchief, floating beside her? She
turns, puzzled, and sees...

AN EARNEST YOUNG MUNCHKIN STUDENT, (BOQ) offering it to her.
She takes it, dabs her eyes...

                    GALINDA
              (to Boq, genuine)
          They're going to miss me so much.

                    BOQ
              (overcomes his shyness)
          I'm Boq. From Munchkinland. And I
          know we don't know each other, but--

                    GALINDA
          You know what I believe, Bick?

                    BOQ
          Boq. I mean-- what.

                    GALINDA
          That strangers... are just people
          I've never met.

He takes this in, slightly stumped, but she's looking into
his eyes, and he's blown away, about to say more, when--

                      PFANNEE/SHENSHEN (O.S.)
          GALINDA!!

Two excited students, PFANNEE and SHENSHEN, rush up to
Galinda.

                    PFANNEE
          It's Pfannee!

                    SHENSHEN
          And ShenShen!

                    PFANNEE
          From Miss Cringeable's Twirling
          Academy!

                    SHENSHEN
          Do you remember us?
                                                              13


Galinda clearly doesn't, but--

                       GALINDA
          Of course!

Boq watches, smitten, as Galinda chats with them, then moves
toward the STUDENT CHOIR, conducted by the Head Shizstress,
MISS CODDLE. Pfannee and ShenShen follow Galinda...

                    STUDENT CHOIR
     O HALLOWED HALLS AND VINE-DRAPED WALLS...

Just then, a BOAT pulls up, unnoticed by them. It briefly
obscures our view of Galinda--

                    STUDENT CHOIR (CONT'D)
     THE PROUDLIEST SIGHT TH ERE IS

A BLACK BOOT steps out and plants itself on the ground. Then
another beside it.

                    STUDENT CHOIR (CONT'D)
     WHEN GREY AND SERE OUR HAIR HATH TURNED

We don't see who the boots belong to yet. We're behind this
figure. A thick braid obscures her neck. Her hands are shoved
in her pockets. A jacket (not a Shiz blazer) and tights cover
her arms and legs.

                    STUDENT CHOIR (CONT'D)
     WE SHALL STILL REVERE THE LESSONS LEARNED

Stil l behind the figure, we move toward the choir with
Galinda and her new friends...

The figure reaches a green hand up and slowly pulls her braid
aside, revealing her green neck. A FEW STUDENTS notice and
gawk. One drops his suitcase.

                    STUDENT CHOIR (CONT'D)
     IN OUR DAYS AT DEAR OLD SHIZ

Galinda moves closer to the choir, assuming the whispers and
pointing are a response to her Galinda-ness.

                     STUDENT CHOIR (CONT'D)
              (not icing the mysterious
               figure)
     OUR DAYS AT DEAR OLD SHIZZZZ...

The Choir trails off. Galinda eagerly fills in for them--

                    GALINDA
     OH-OH-OH-OH-OLD...
                                                           14


Mid-VOCALIZING, we watch it dawn on Galinda that everyone
around her is staring, slack-jawed, just past her. She spins
around and--

                    GALINDA (CONT'D)
          AHHH!!!

Galinda YELPS as she sees the figure in all her green glory.
And so do we. This is ELPHABA (20s, badass. Her razor sharp
mind and tongue serve as armor, to protect her tender soul
from moments like these).

Galinda stares at her. Elphaba stares back defiantly.

                    ELPHABA
          What? What are you staring at? Oh--
          do I have something in my teeth?

Galinda is silent, flummoxed by this confrontation.

                    GALINDA
          But... you're... green.

                    ELPHABA
          I am?

Elphaba looks around, as if to confirm this.

                    E LPHABA (CONT'D)
          Fine. Let's get this over with--
              (addressing them all)
          No, I'm not seasick; yes, I've
          always been green; no, I didn't eat
          grass as a child.

Galinda feels everyone watching, musters up her best self--

                    GALINDA
          Well, I for one am so sorry that
          you're forced to live with--
              (gestures)
          This--

                    ELPHABA
          Is that so?

                    GALINDA
          Yes, and it's my intention to major
          in sorcery, so-- if at some future
          time you wanted to-- address the
          problem? Perhaps I could-- help.
                                                              15


                    ELPHABA
          Offering to help someone you don't
          know with a skill you don't have.
          I'm sure everyone's duly impressed.

Galinda, proudly virtuous, makes sure all can hear--

                    GALINDA
          I could care less what other people
          think.

                       ELPHABA
          Couldn't.

                       GALINDA
          What?

                    ELPHABA
          You "couldn't" care less what other
          people think.
              (looks her up and down)
          Though I doubt that's true.

A ripple of tension courses through the crowd, when- -

                       GOVERNOR THROPP (O.S.)
          Elphaba--!

Governor Thropp appears, with NESSA. Now also in her 20's;
Nessa is beautiful, seemingly shy compared to Elphaba, but
with her own brand of inner fierceness.

                    ELPHABA
          Oh, and this is my younger sister,
          Nessarose-- as you can see, she's a
          perfectly acceptable color--

As Nessa, embarrassed, tries to disappear, Thropp yanks
Elphaba aside, hisses in her ear--

                    GOVERNOR TH ROPP (O.S.)
          Stop making a spectracle of
          yourself!

Governor Thropp presents a gift-wrapped bundle to Nessa--

                    GOVERNOR THROPP (CONT'D)
          My precious little girl-- a parting
          gift.

                       NESSA
          Father--!
                                                             16


With a self-conscious glance at Elphaba, Nessa opens the
gift, revealing...

                    NESSA (CONT'D)
          Jeweled shoes?

                    GOVERNOR THROPP
          So they'll all see how beautiful
          you are-- right down to your toes.

Elphaba comes close, as Nessa takes her old shoes off and
puts the jeweled ones on, Elphaba whispers to her, contrite.

                    ELPHABA
          I shouldn't have sprouted off like
          that.

                    NESSA
              (a gentle reproof)
          No, you shouldn't have. Today is --
              (she breaks off)

                    ELPHABA
          The start of your new life.

The sisters regard each other-- they've never been apart
before. Saying goodbye is hard... for both of them.

                    NESSA
          I'll miss you.

Elphaba takes her younger sister's hand.

                    ELPHABA
          No you won't. You'll be having too
          good a time.

TOWER BELLS RING. All around them, Students bid goodbye to
their loving families, and head for the Main Hall.

Governor Thropp reaches out for Nessa's chair, but--

           ELPHABA (CONT'D)                 NESSA
Don't help her--                Don't help me--

Nessa waves, and rolls away. Elphaba, happiness for her
sister mixed with a private ache, watches Nessa head off with
the others. Then-- Elphaba glances over at her father.

                    ELPHABA (CONT'D)
          She'll be fine.

                    GOVERNOR THROPP
          Go with her.
                                                                      17

                             ELPHABA
                   What?

                             GOVERNOR THROPP
                   Just until she's safely settled in
                   her room. Make sure she has
                   everything she needs.

                             ELPHABA
                   Father, she's on her own now, I
                   can't just--

                             GOVERNOR THROPP
                   Stop jabbering and do as I say!

        Elphaba is startled-- not by his harshness, she's used to
        that. By the tears in his eyes. He lowers his voice.

                             GOVERNOR THROPP (CONT'D)
                   Please. If anything should happen
                   to her--

        She can't refuse.

20-21                                                          20-21
        OM ITTED
22                                                                   22
        EXT. SHIZ - QUAD

        Elphaba approaches the impressive quad, pausing to admire: an
        archway carved with a striking fresco depicting historical
        Ozian Animals. Then, above this, she spots--

        A CARVING OF THE WIZARD. Elphaba stares up at it, in awe. His
        carved arm is outstretched, as if reaching out to her... She
        steps through the archway to find--

        The SHIZ PRESIDENT, at a podium, surrounded by seated (human)
        FACULTY MEMB ERS. A well-dressed SHOEBILL-BIRD and a
        distinguished-looking, bespectacled Goat, DOCTOR DILLAMOND,
        the only Animal faculty members, are positioned at the edge
        of the platform, a slight distance from the others.

                             SHIZ PRESIDENT
                   ...and rounding out the rest of our
                   faculty, we have two scholars,
                   eminent in their respective fields
                   of Forestry and Agriculture...

        TWO HUMAN PROFESSORS stand, to POLITE APPL AUSE.

        IN THE AUDIENCE: Among the STUDENTS, we find Nessa, in one of
        the aisles. Boq is seated not far behind her and nearby,
        Galinda sits with Pfannee and ShenShen.
                                                            18


IN THE BACK OF THE QUAD: Elphaba enters quietly, unnoticed...

                    SHIZ PRESIDENT (CONT'D)
          As well as Professor Mombi, of the
          Biological Arts... And of course,
          the head of our History department,
          Doctor Dillamond.

Mombi, the Bird, and Doctor Dillamond, the Goat, step
forward. But-- there's no applause.

IN THE BACK OF THE QUAD, Elphaba takes this in, as UP AT THE
PODIUM: The President CLEARS HIS THROAT...

                    SHIZ PRESIDENT (CONT'D)
          Finally... In today's Oz, a real
          sorceress, one who possesses true
          magic, has become all too rare...

A ripple of excitement spreads across the room. Galinda sits
up straighter, in anticipation.

                    SHIZ PRESIDENT (CONT'D)
          Which is why we are so privileged
          to have, here at Shiz, our esteemed
          Professor Emeritus and Dean of
          Sorcery Studies... Madame Morrible.

EXCITED APPLAUSE. Everyone leaps to their feet, as--

An elegant woman appears in the back of the hall, charisma
radiating from her like a magnetic charge. This is MADAME
MORRIBLE. As she makes her way down the aisle and up the
steps of the platform, all eyes are on her.

Nessa, her view now blocked by everyone standing up, cranes
to ge t a glimpse of Morrible. Her eyes meet Boq's, also
struggling to see. They share a wry smile...

Galinda stares, starstruck, at Madame Morrible.

                    GALINDA
          It's really her!
              (whispers to her friends)
          Madame Morrible is why I applied to
          Shiz! They say she's been looking
          for someone to mentorize, and it's
          my dream to someday fill her shoes!
              (clocking her shoes)
          Which are amazing.

Morrible, now at the podium, looks out at the students.
                                                               19


                    MORRIBLE
          Welcome new students. And
          congratulotions, on having been
          accepted to Shiz. Whether you'll be
          studying Law, Logic, or
          Linguification, I know I speak for
          my fellow faculty members when I
          say that we have nothing but the
          highest hopes. For some of you.

Galinda perks up, positive Morrible is speaking only of her.

                    MORRIBLE (CONT'D)
          And now-- Miss Coddle, if you
          please...

The perennially anxious Miss Coddl e steps up to the podium--

                    MISS CODDLE
          I am Miss Coddle, Head Shizstress.
          And these are your dormitory
          designations and room assignments!

Miss Coddle signals, and five ASSISTANTS appear at the sides
of the room, holding ornate poles with scrolls attached to
the top. In unison, they pull a ribbon-- scrolls unfurl,
revealing the room assignments.

BUZZING excitedly, the Students rush to locate themselve s on
the lists. All except Galinda, who (tailed by Pfannee and
ShenShen) moves purposefully toward Madame Morrible.

                    GALINDA
          Madame Morrible?!

Morrible, steps down from the platform and sees--

                    GALINDA (CONT'D)
          I am Galinda Upland. Of the Upper
          Uplands?

                    MORRIBLE
          If this is regarding room
          assignments--

                    GALINDA
          Oh, no... Thank you so much for
          asking, but I've already been
          assigned a private suite.

Then, realiz ing that Pfannee and ShenShen are listening--
                                                              20


                    GALINDA (CONT'D)
          But you can of course come visit me
          whenever you want!

Impressed by her generosity, they murmur to each other--

          SHENSHEN                         PFANNEE
Awww!!                          She's so good!

                    PFANNEE (CONT'D)
              (to Galinda)
          You're so good!

Morrible, unimpressed, heads for the exit. Undauntable,
Galinda follows determinedly after her--

                    GALINDA
          No, it's about my application to
          your sorcery seminar!

                    MORRIBLE
          I do not teach my seminar every
          semester. Of course, if someone
          very special were to come along---

Morrible starts to walk away from Galinda.

                    GALINDA
          Well, naturally! Which is why I
          wanted to talk to you...

But Morrible just keeps walking. Galinda frowns at Pfannee
and ShenShen, frustrated, as...

BY THE LAST ROOM ASSIGNMENT SCROLL:

Nessa is searching for her name, when--

                    MISS CODDLE
          There you are! Miss Nessarose,
          isn't it? The Governor's daughter ?
              (taking Nessa in)
          How tragically beautiful you are.
          It's an honor to-- AHHH!

Miss Coddle involuntarily yelps, startled by the sight of
Elphaba, who has just appeared.

Hearing this yelp, Morrible turns and observes, as--

                    ELPHABA
          I'm the other daughter. I'm
          beautifully tragic.
                                                            21


                       NESSA
          Elphaba--?

                    MISS CODDLE
              (rattled)
          The other daughter? I wasn't-- made
          aware, but-- not to fret, just a
          slight gulch, we'll find someplace
          to hide you-- I mean house you!

                    ELPHABA
          No, I'm not enrolled.

                    MISS CODDLE
          Oh good. Though I'm sure you're...
          very bright.

Galinda overhears this, turns to Pfannee and ShenShen--

                    GALINDA
          Bright? She's phosphorescent!

Everyone LAUGHS, including Boq. Elphaba hears them and her
eyes flash with anger. Nessa, embarrassed, whispers--

                    NESSA
          Why are you still here?

                    ELPHABA
          Forgive me Nessa, Father insisted--

                    MISS CODDLE
              (interrupts)
          Oh, the Governor made his concern
          for your sister quite apparent--
          Please assure him I'm honored to
          help her.

Miss Coddle moves towards Nessa.

                    NESSA
          Wait, what?

                    ELPHABA
          Oh, no, she doesn't need your help.

                    NESSA
              (to Elphaba)
          Or yours.
              (to Coddle)
          I just need to find my room.

                    MISS CODDLE
          I'll bring you there myself!
                                                             22


Miss Coddle takes hold of Nessa's chair--

                     NESSA
          No, I meant-- wait--! I can find my
          own way...

But Miss Coddle starts to push Nessa's chair--

                    ELPHABA
          Miss Coddle-- no!

But Coddle keeps pushing. Elphaba sees Nessa's distress...

                    ELPHABA (CONT'D)
          Stop! She doesn't need you to--

As Miss Coddle struggles to push Nessa's wheelchair-- it
starts to move backwards, as if pulled by some unseen force.

Nessa sees light fixtures begin to bend off the wall. Water
from a nearby fountain starts to lean.

                    NESSA
              (a frightened whisper)
          Oh no! Elphaba--

Miss Coddle struggles to lift her feet off the ground. She's
stuck, weighed down by a sudden, forceful gravity.

Pfannee and ShenShen clutch each other in fear but Galinda
can't take her eyes off what's happening.

The chairs in the quad begin sliding towards Elphaba, whose
anger mounts as Miss Coddle struggles, until--

                    ELPHABA
          LET. HER. GO!!

Nessa's wheelchair breaks out of Miss Coddle's hands and
rises into the air.

People watch in shock. Elphaba's eyes are locked on Nessa.

The wheels of Nessa's chair begin to spin until they suddenly
stop. Nessa drops back down to earth. Coddle can finally walk
again-- her feet freed from the gravitational pull.

Elphaba grabs the wheelchair and helps pull it back down. She
EXHALES, Nessa is safe...

FROM HIGH ABOVE: we see Elphaba and Nessa at the center of
the group of st unned students, the chairs of the quad piled
up around them.
                                                           23


ON MORRIBLE: She's been observing all this closely...

                    NESSA
              (devastated)
          This was my chance. My new start.

                    ELPHABA
          Oh Nessa-- I'm so sorry--

The students who haven't fled now stare at Elphaba with shock
and fear. Morrible clocks this and quickly calls out--

                    MORRIBLE
          Magic is merely the mind's attempt
          to wrap itself around the
          impossible. Yes: I did that...
              (everyone reacts)
          ...to prepare you to expect th e
          unexpected here at Shiz.

The students regard Morrible with awe, and break into
APPLAUSE, as Nessa and Elphaba share a private look of
surprised relief. Then Nessa heads out, on her own...

ON GALINDA: She's blown away--

                    GALINDA
              (to Pfannee and ShenShen)
          Did you visually see that? I simply
          must get into her seminar!

                    MORRIBLE
          And speaking of the unexpected...

Morrible turns to Galinda and the other gi rls--

                    MORRIBLE (CONT'D)
          Which of you young ladies will
          volunteer to share with--

                    GALINDA
              (calls out)
          Madame Morrible--?

                    MORRIBLE
          Oh, thank you dear. That is very
          good of you.

                    GALINDA
          Wait, what?

                    MORRIBLE
          Miss-- Elphaba, is it--? You can
          room with Miss Galinda!
                                                                   24


                         ELPHABA
               What?!

                         GALINDA
               But, Madame Morrible--

                         MORRIBLE
               Go now. All of you.

     The Students leave the quad. Galinda stops, turning back to
     look again-- first at Morrible, then at Elphaba, because...
     there must be some mistake... and then she hears--

                         MORRIBLE (CONT'D)
               You. Come with me.

     Galinda smiles, relieved and thrilled--

                         GALINDA
               Well, of course!

     Galinda starts towards Morrible--

                         MORRIBLE
               No. Not you.
                   (turns to Elphaba )
               You.

     Galinda stops short. Both girls are deeply confused.

                         MORRIBLE (CONT'D)
                   (to Elphaba)
               I shall tutor you privately. And
               take no other students. Now come.

     And with that, Morrible sweeps out the back exit. Elphaba
     hesitates, then follows as Galinda stands there in shock.
23                                                                23
     EXT. SHIZ - ENTRANCE COURTYARD - COLONNADE - DAY
     Morrible walks briskly, as Elphaba hurries to keep up.

                         ELPHABA
               Madame, thank you, for covering for
               me. And I'm-- humbled, by your
               munificent offer, but my father
               would never allow it!

                         MORRIBLE
                   (with utter assurance)
               Just leave your father to me. I
               shall speak to him post haste!
                                                              25


As Elphaba attempts to process all this-- Morrible stops,
fixes Elphaba with a penetrating look.

                    MORRIBLE (CONT'D)
          How long have you had this...
          talent?

                    ELPHABA
          Talent? No. Something just-- comes
          over me, sometimes. Something I
          can't control... And when it
          does... bad things happen.

                    MORRIBLE
          If you can learn to use your
          powers... in the right way...

Morrible, deeply moved, regards her new student--

                    MORRIBLE (CONT'D)
          Oh, Miss Elphaba...

SONG: "THE WIZARD AND I"

                    MORRIBLE (CONT'D)
     MANY YEARS I HAVE WAITED
     FOR A GIFT LIKE YOURS TO APPEAR
     WHY I PREDICT THE WIZARD
     MIGHT MAKE YOU HIS
     MAGIC GRAND VIZIER

                    ELPHABA
          The Wizard!?

                     MORRIBLE
     MY DEAR, MY DEAR
     I'LL WRITE AT ONCE TO THE WIZARD
     TELL HIM OF YOU IN ADVANCE
     WITH A TALENT LIKE YOURS, DEAR
     THERE IS A DEFIN-ISH CHANCE
     IF YOU WORK AS YOU SHOULD
     YOU'LL BE MAKING GOOD...
              (then)
          Welcome to Shiz!

Morrible smiles, leaves her.

Elphaba is now al one-- and thunderstruck, trying to absorb
what just transpired.

                    ELPHABA
     DID THAT REALLY JUST HAPPEN?
     HAVE I ACTUALLY UNDERSTOOD?
     THIS WEIRD QUIRK I'VE TRIED
                                                                 26


           TO SUPPRESS OR HIDE
           IS A TALENT THAT COULD
           HELP ME MEET THE WIZARD
           IF I MAKE GOOD
           SO I'LL MAKE GOOD...

      Elphaba hop stones across a rivulet, Frogs leaping off the
      stones as she lands on the other side...

                          ELPHABA (CONT'D)
           WHEN I MEET THE WIZARD
           ONCE I PROVE MY WORTH
           AND THEN I MEET THE WIZARD
           WHAT I'VE WAITED FOR SINCE -- SINCE BIRTH!

      She arrives at some steps, climbs them...

                          ELPHABA (CONT'D)
           AND WITH ALL HIS WIZARD WISDOM
           BY MY LOOKS, HE WON'T BE BLINDED
           DO YOU THINK THE WIZARD IS DUMB?
           OR LIKE MUNCHKINS, SO SMALL-MINDED?
           NO!

      She finds a bench at the top of the steps... as Crickets jump
      out of her path...

                          ELPHABA (CONT'D)
           HE'LL SAY TO ME:
           "I SEE WHO YOU TRULY ARE
           A GIRL ON WHOM I CAN RELY!"
           AND THAT'S HOW WE'LL BEGIN
           THE WIZARD AND I...

      She crosses into a garden in front of the library, alive with
      Ozian flowers swirling in the w ind...
23A                                                            23A
      EXT. SHIZ - ENTRANCE COURTYARD - LIBRARY GARDEN - DAY
                          ELPHABA
           ONCE I'M WITH THE WIZARD
           MY WHOLE LIFE WILL CHANGE
           'CUZ ONCE YOU'RE WITH THE WIZARD
           NO ONE THINKS YOU'RE STRANGE!

      Bees fly out from among the flowers.

                          ELPHABA (CONT'D)
           NO FATHER IS NOT PROUD OF YOU
           NO SISTER ACTS ASHAMED
           AND ALL OF OZ HAS TO LOVE YOU
           WHEN BY THE WIZARD, YOU'RE ACCLAIMED
           AND THIS GIFT -- OR THIS CURSE --
           I HAVE INSIDE
                                                                    27


           MAYBE AT LAST, I'LL KNOW WHY
           AS WE WORK HAND IN HAND
           THE WIZARD AND I!
           AND ONE DAY, HE'LL SAY TO ME:
           "ELPHABA, A GIRL WHO IS SO SUPERIOR
           SHOULDN'T A GIRL WHO'S SO GOOD INSIDE
           HAVE A MATCHING EXTERIOR?
           AND SINCE FOLKS HERE TO AN ABSURD DEGREE
           SEEM FIXATED ON YOUR VERDIGRIS
           WOULD IT BE ALL RIGHT BY YOU
           IF I DE-GREENIFY YOU?"

      There's a kinetic wind-sculpture. She sees her reflection in
      multiple colors.

                          ELPHABA (CONT'D)
           AND THOUGH OF COURSE THAT'S
           NOT IMPORTANT TO ME
           "ALL RIGHT, WHY NOT?" I'LL REPLY

      She joyfully spins the sculpture and the wind picks up.

                          ELPHABA (CONT'D)
           OH, WHAT A PAIR WE'LL BE
           THE WIZARD AND I...
           WHAT A PAIR WE'LL BE
           THE WIZARD AND--

      The wind picks up. The flowers in the garden start to wave.
      She comes to an ancient, giant Wisteria tree.

      Elphaba hears ECHOES OF CHEERS from somewhere far off. Sh e
      crosses under the hanging branches to find another, larger
      sculpture, this one of the Wizard's head.

      She stares into the moving sculpture, almost trancelike.

                          ELPHABA (CONT'D)
           UNLIMITED
           MY FUTURE IS UNLIMITED
           AND I'VE JUST HAD A VISION
           ALMOST LIKE A PROPHECY

      She heads behind the sculpture, towards the source of the
      wind, which now sounds like-- applause.
23B                                                               23B
      EXT. SHIZ - FIELD & EDGE OF CLIFF - DAY
                          ELPHABA
           I KNOW -- IT SOUNDS TRULY CRAZY
           AND TRUE, THE VISION'S HAZY
           BUT I SWEAR, SOMEDAY THERE'LL BE
           A CELEBRATION THROUGHOUT OZ
                                                                 28


           THAT'S ALL TO DO--
           WITH ME!

      Elphaba crosses into an open field, the grass almost becoming
      the cheering crowd... Birds take flight around her.

      Elphaba runs through this "cheering crowd," drinking in this
      "acclaim," this celebration happening (in nature) around her.

                          ELPHABA (CONT'D)
           AND I'LL STAND THERE WITH THE WIZARD
           FEELING THINGS I'VE NEVER FELT
           AND THOUGH I'D NEVER SHOW IT
           I'LL BE SO HAPPY, I COULD MELT
           AND SO IT WILL BE
           FOR THE REST OF MY LIFE
           AND I'LL WANT NOTHING ELSE
           TILL I DIE
           HELD IN SUCH HIGH ESTEEM
           WHEN PEOPLE SEE ME, THEY WILL SCREAM
           FOR HALF OF OZ'S FAV'RITE TEAM:

      Elphaba looks into the distant horizon. We see she's standing
      at the edge of a dramatic cliff overlooking waves that are
      made of not water but sand, moving with the wind. This is the
      very edge of Oz. She takes in the exhilarating sig ht.

                          ELPHABA (CONT'D)
           THE WIZARD--
           AND I!

      As Elphaba walks away, blowing leaves and flowers whip past
      her and fly off the edge of the cliff, fluttering down
      towards the sandy shore below.
23C                                                            23C
      INT. SHIZ - DORMITORY CORRIDOR - EVENING
      Elphaba looks around at the room numbers, looking for hers.
      She spots the right door, lets herself in--
24                                                                 24
      INT. SHIZ - THE GIRLS' DORM ROOM - EVENING

      Elphaba's POV: Galinda. The two girls regard each other
      warily, like two natural enemies in the wild. Then Elphaba
      pushes brusquely past her into the room. She surveys
      Galinda's fluffy possessions-- nearly everywhere.

                          ELPHABA
                Do you really think this is fair?

                          GALINDA
                I do not, as I was promised a
                private suite. But thanks for
                asking!
                                                             29


Elphaba moves toward Galinda, who backs away uneasily.
Elphaba moves past Galinda, towards the balcony door...

                    ELPHABA
              (her patience fraying)
          I'm just shutting the door!

Galinda moves peremptorily to the door.

                    GALINDA
          Oh, do you mind leaving it open? I
          so enjoy... air!

Galinda eyes Elphaba with carefully feigned casualness--

                    GALINDA (CONT'D)
          I saved you some space, by the way.

Galinda gestures grandly to one c orner: where there's a
diminutive daybed next to a tiny table with one drawer.

                    GALINDA (CONT'D)
              (as if she's been thanked)
          It was nothing. Roommates do these
          things for each other.

As Galinda continues, Elphaba goes to her bed. Sits.

                    GALINDA (CONT'D)
          For instance, and this is just an
          example, I could lend you some
          clothes, til your luggage arrives.
              (Elphaba stares at her)
          Since you've-- nothing to wear.

                     ELPHABA
              (jus t honest)
          I'll have nothing to wear even
          after my luggage arrives.

                    GALINDA
          And in return, perhaps you could--
          let's see-- put in a good word for
          me? With Madame Morrible? Deal?

Elphaba decides to ignore this. Galinda studies her. Then--

                    GALINDA (CONT'D)
          That was you. Down there. Who made
          all that happen.

Elphaba grows uncomfortable.
                                                                   30


                         ELPHABA
               You heard Madame Morrible.

     Galinda moves closer to Elphaba, fascinated.

                         GALINDA
               How did you do it? Tell me.
                   (Elphaba doesn't answer)
               Please? I can keep a secret.
                   (still nothing)
               Fine. Be that way. But it's a bit
               selfish on your part, I asked
               really nicely, plus, I saved you a
               drawer--

                         ELPHABA
               I don't know! I'VE NEVER KNOWN!

     Suddenly the DOOR SLAMS SHUT, a pane of glass cracks, then
     shatters. Gali nda stares at it, then-- at Elphaba.

                         ELPHABA (CONT'D)
               There. A compromise.
25                                                                25
     EXT. SHIZ - DORM - LATER THAT NIGHT
     All of the windows in the dorm go dark one by one as happy
     new ROOMMATES click off their lights for the night. All but
     one. In that last window, A PINK LIGHT GOES ON--
26                                                                26
     INT. SHIZ - GIRLS' DORM ROOM - NIGHT

     By the glow of her pink Ozian lamp, Galinda writes at her
     bedside table. She darts a glance over to: Elphaba's bed,
     then resumes writing, muttering--

                         GALINDA
               Dearest darlingest Momsie and
               Popsical...

     And now we see, Elphaba too, is surreptitiously writing home;
     also muttering to herself--

                         ELPHABA
               "My dear Father... Thank you for
               agreeing to let me stay."

                         GALINDA
               "Guess what?"

                         ELPHABA
               "In regards t o your request that I
               move in with Nessa--"
                                                           31


                    GALINDA
          "I can't hear your guesses because
          this is a letter."

                    ELPHABA
          "I know she wouldn't want me to--"
              (crosses that out)
          "I know how much she wants to be--"
              (crosses that out)

                    GALINDA
          "So I'll just tell you."

Both girls pause: how to phrase this--?

SONG: "WHAT IS THIS FEELING?"

As both girls quietly, yet urgently, compose their letters...

                    ELPHABA/GALINDA
     THERE'S BEEN SOME CONFUSION
     OVER ROOMING HERE AT SHIZ

                    ELPHABA
     BUT OF COURSE, I'LL CARE FOR NESSA

                    GALINDA
     BUT OF COURSE, I'LL RISE ABOVE IT

                    ELPHABA/GALINDA
     FOR I KNOW THAT'S HOW YOU'D WANT ME
     TO RESPOND
     YES, THERE'S BEEN SOME CONFUSION FOR YOU
     SEE, MY ROOM-MATE IS...

                    GALINDA
              (searches for words)
     UNUSUALLY AND EXCEEDINGLY PECULIAR
     AND ALTOGETHER QUITE IMPOSSIBLE TO
     DESCRIBE...

Elphaba, too, struggles to describe her roommate. Finally:

                    ELPHABA
     BLONDE.

Both girls sign their letters.

We see them from above, in their respective beds, unable to
sleep. Galinda, in a frilly pink nightie, turns off (in Ozian
manner) her pink bedside night-lamp. Elphaba, clad in worn
underthings, punches her pillow. Both girls suddenly fling
off their cover s, as if hot--
                                                           32


                    GALINDA
     WHAT IS THIS FEELING
     SO SUDDEN AND NEW

                    ELPHABA
     I FELT THE MOMENT
     I LAID EYES ON YOU

They toss and turn on their beds--

                    GALINDA
     MY PULSE IS RUSHING...

                    ELPHABA
     MY HEAD IS REELING..

                    GALINDA
     MY FACE IS FLUSHING...

                    BOTH
     WHAT IS THIS FEELING?
     FERVID AS A FLAME
     DOES IT HAVE A NAME?

Both sit up, experiencing a private, astounding revelation...

                     BOTH (CONT'D)
     YES!
     LOATHING!

They rise, energized-- and come face to face i n the middle of
the room-- what a relief to admit it!

                    BOTH (CONT'D)
     UNADULTERATED LOATHING!

                    GALINDA
     FOR YOUR FACE...

                     ELPHABA
     YOUR VOICE...

                    GALINDA
     YOUR CLOTHING...

Each studies the other, marvels at the depth of revulsion--

                    BOTH
     LET'S JUST SAY-- I LOATHE IT ALL!

Elphaba moves to Galinda's side and turns off the pink lamp.
Galinda is pissed. This is war.
                                                                   33

27                                                                27
     INT. SHIZ - GIRLS' DORM ROOM - MORNING
     Elphaba awakes to find herself surrounded by GALINDA'S STUFF.

                         GALINDA
          EV'RY LITTLE TRAIT, HOWEVER SMALL

     As Elphaba struggles to get through this pink barricade--

                         ELPHABA
          MAKES MY VERY FLESH BEGIN TO CRAWL

                         BOTH
          WITH SIMPLE UTTER LOATHING

     Elphaba emerges disheveled and furious to find Galinda
     serenely putting the final touches on her perfect look--

                         BOTH (CONT'D)
          THERE'S A STRANGE EXHILARATION
          IN SUCH TOTAL DETE STATION
          IT'S SO PURE! SO STRONG!

     Galinda exits with a smug smile--
28                                                                28
     INT. SHIZ - GIRLS' DORM ROOM - LATER THAT DAY
     Galinda enters with Pfannee and ShenShen to find:

     HER PINK BELONGINGS now piled haphazardly on Galinda's side
     of the room.

     Elphaba emerges from the balcony, smiles her own smug smile--

                         BOTH
          THOUGH I DO ADMIT IT CAME ON FAST
          STILL I DO BELIEVE THAT IT CAN LAST
          AND I WILL BE LOATHING LOATHING YOU
          MY WHOLE LIFE LONG!

     Elphaba exits, slamming the door, causing the pile of
     precious pink stuff to crash down and go everywhere--

     Galinda's anger boils over into a scream, as we CUT TO:
29                                                                29
     EXT. SHIZ - QUAD/JUST OUTSIDE DINING HALL - DAY
     Galinda confidently strides towards the dining hall, trailed
     by her many friends.

                         STUDENTS
          DEAR GALINDA YOU ARE JUST TOO GOOD
          HOW DO YOU STAND IT? I DON'T THINK I COULD!
          SHE'S A TERROR! SHE'S A TARTAR!
                                                                  34


          WE DON'T MEAN TO SHOW A BIAS
          BUT GALINDA, YOU'RE A MARTYR!

                            GALINDA
          WELL--

     Galinda stops at the entrance to the dining hall, turns back
     to her friends--

                         GALINDA (CONT'D)
          THESE THINGS ARE SENT TO TRY US!

     Galinda realizes they're all staring past her, through the
     glass. She spins around, to see what they're staring at:

     GALINDA'S POV: ELPHABA, in the dining hall.

     As the Students enter the dining hall...

                          STUDENTS
          POO R GALINDA, FORCED TO RESIDE
          WITH SOMEONE SO DISGUSTIKAFIED
          WE JUST WANT TO TELL YOU: WE'RE ALL ON YOUR
          SIDE!
30                                                                30
     INT. DINING HALL - CONTINUOUS
     Elphaba looks up from getting her food, to find Galinda and
     company all staring coldly at her.

                            STUDENTS
          WE SHARE YOUR--

     Elphaba tries to find a seat, but people keep sitting where
     she's about to sit.

                                                  STUDENTS (CONT'D)
          GALINDA AND ELPHABA
     WHAT IS THIS FEELING?             L OATHING
     SO SUDDEN AND NEW?                UNADULTERATED LOATHING FOR
     I FELT THE MOMENT                 HER FACE, HER VOICE HER
     I LAID EYES ON YOU                CLOTHING
     MY PULSE IS RUSHING               LET'S JUST SAY:
     MY HEAD IS REELING                WE LOATHE IT ALL! EV'RY
     OH, WHAT IS THIS FEELING?         LITTLE TRAIT HOWEVER SMALL
     DOES IT HAVE A NAME? YES...       MAKES OUR VERY FLESH BEGIN TO
     AHHH...                           CRAWL AHHH...

                            ALL
          AHHH--!

     Finally Elphaba, defiant, plunks herself down right opposite
     Galinda. Galinda's pals, anticipating unpleasantness, take
     off, leaving the two roommates to deal with each other.
                                                                    35

31                                                                 31
      INT. / EXT - SHIZ CLASSROOM / SPORTS AREA (INTERCUT)
           GALINDA AND ELPHABA                       STUDENTS
      LOATHING
      THERE'S A STRANGE                 LOATHING!
      EXHILARATION                      LOATHING!
      IN SUCH TOTAL DETESTATION         LOATHING!
      IT'S SO PURE, SO STRONG!          SO STRONG!

                          ELPHABA/GALINDA
           THOUGH I DO ADMIT IT CAME ON FAST
           STILL I DO BELIEVE THAT IT CAN LAST
32                                                                 32
      EXT. SHIZ CAMPUS - QUAD - DAY

      Galinda, along with virtually the entire student body,
      dances, claiming her victory--

           GALINDA AND ELPHABA                     STUDENTS
      AND I WILL BE LOATHING FOR        LOATHING
      FOREVER LOATHING TRULY,           LOATHING
      DEEPLY LOATHING YOU               LOATHING, LOATHING YOU!
      MY WHOLE LIFE LONG!

      Suddenly Galinda spots Elphaba, up above, at the entrance to
      Morrible's quarters, being greeted by Morrible--

                          STUDENTS (CONT'D)
           LOATHING! UNADULTERATED LOATHING!
33                                                                 33
      INT. SHIZ - GIRLS' DORM ROOM - EVENING
      Galinda enters their room, relieved to find herself alone,
      until-- Elphaba pops out at her from the balcony--

                          ELPHABA
                Boo.

      Galinda YELPS. Elphaba CACKLES.
33A                                                               33A
      EXT. SHIZ - QUAD - EARLY MORNING

      Students rush across campus to get to class on time.
34                                                                 34
      INT. SHIZ - DR. DILLAMOND'S CLASSROOM - DAY

      Elphaba enters the History class. As Students, including
      Galinda, Pfannee, ShenShen, Boq and Nessa take their seats...

      AVARIC (attractive, bookish) goes to take the open seat next
      to Nessa, but another STUDENT sits there first, as--
                                                               36


                    DILLAMOND (O.S.)
          Settle down, ladies and gentlemen;
          settle down now--!

Doctor Dillamond enters...

                    DILLAMOND (CONT'D)
          I have read your most recent
          essays, and I am amazed to report
          some progress. Although some of us
          still tend to favor form over
          content--
              (hands Galinda her paper)
          Miss Glllinda.

                    GALINDA
          It's Ga-linda. With a "Ga."

                    DILLAMOND
          Yes, of course.
              (he tries, but...)
          Glllinda.

                    GALINDA
              (huffily)
          I don't see what t he problem is--
          every other professor manages to
          pronouncify my name.

                     ELPHABA
          Maybe the pronuncifi-cation of your
          precious name is not the sole focus
          of Doctor Dillamond's life. Maybe
          he's not like every other
          Professor, maybe some of us are
          different!

Nessa shoots her sister a look: quiet!

                    GALINDA
          It seems the artichoke is steamed.

Everyone LAUGHS; Boq LAUGHS a beat too long. Nessa clocks
Boq's amusem ent, starts to LAUGH with him, but then-- she
sees Elphaba's hurt expression and quickly stops herself.

                    DILLAMOND
          We Goats lack upper front teeth.
          Which accounts for the
          mispronunciation, Miss-- Glllinda.
                                                              37


Using an Ozian slide projector (involving mirrors and
sunlight coming through a hole in a window shade) Dillamond
shows them A SUCCESSION OF IMAGES: Animals, contributing to
Ozian society, alongside humans.

On one slide, A FROG AND A RABBIT SCIENTIST, IN GOGGLES AND
LAB COATS, CONDUCT AN EXPERIMENT. In the last slide, we see A
MUCH YOUNGER DILLAMOND, IN SHIZ HALL, LECTURING TO HUMAN AND
ANIMAL STU DENTS-- as WE HEAR:

                    DILLAMOND (CONT'D)
          Some of us are different. And there
          was a time, before you were born,
          when life in Oz was different. When
          one could walk these halls, and
          hear-- a Snow Leopard, solving an
          equation, or an Antelope,
          explicating a sonnet. So... when,
          and why-- did this change?

Elphaba raises her hand.

                    ELPHABA
          From what I've read, it began with
          the Great Drought.

                    DILLAMOND
          Precisely. Food gre w scarce. When
          people are hungry, and-- angry,
          they begin to look for--

                    ELPHABA
          Someone to blame. [Alt: A
          scapegoat.]

Elphaba's eyes meet Dillamond's. Galinda raises her hand.

                    DILLAMOND
          Yes, Miss Gllll--

                    GALINDA
          It's GA-linda. And why can't you
          just teach us history, instead of
          always harping on the past?

Other students, except Elphaba, MURMUR their agreement.

                     DILLAMOND
          Because we cannot escape the past.
          A nd we ignore it at our own peril.
          The past helps explain our present
          circumstances. For instance, if we
          examine this timeline--
                                                             38


He flips the chalkboard over: The entire CLASS GASPS.

SCRAWLED IN BLOOD RED PAINT ACROSS DILLAMOND'S TIMELINE:
"animals should be seen and not heard."

Dillamond, shaken, stares at the disturbing words. Elphaba,
horrified, looks from the words, to her teacher...

                    DILLAMOND (CONT'D)
          Who is responsible for this?

He waits. Elphaba's anger grows as the shocked students look
at each other, silent, uncomfortable; until finally--

                    DILLAMOND (CONT'D)
          Very well, class dismissed.

Elphaba looks like she's going to explode. Seeing this, Nessa
anxiously puts her hand on Elphaba-- when suddenly-- CRASH!
Everyone jumps!

Dillamond has backed into his desk, a vase holding an array
of poppies has fallen-- and lies shattered on the floor.

                    DILLAMOND (CONT'D)
          I said class dismissed!

The students scramble out of there, except for Elphaba. She
quietly gathers the poppies that fell from his desk.

                    ELPHABA
          Your lovely poppies!

Elphaba carefully gathers them up, sees a watering can, on
his window le dge, places the poppies in it...

                    DILLAMOND
              (still shaken)
          Thank you, you're very kind.
              (re: poppies)
          They're my favorite. They keep me
          cheerful... in these dark times.

She glances again at those awful words on the board, as
Dillamond opens a cupboard, takes out a little broom...

                    DILLAMOND (CONT'D)
          Miss Elphaba-- please. Go and join
          your friends

                    ELPHABA
          It's alright, I have no friends.

He can't help but LAUGH. Th en...
                                                                 39


                         DILLAMOND
               Well. Maybe... one.

     He smiles. She smiles back. He starts to sweep up the broken
     glass as Elphaba walks past the blood red words... and exits.

                            MORRIBLE (PRE-LAP)
               Try again.
35                                                              35
     INT. SHIZ - MORRIBLE'S QUARTERS - DAY
     Elphaba stands in front of a table with an Ozian coin placed
     on it. Morrible, nearby, provides quiet guidance...

                         MORRIBLE
               Eyes shut. Toes clenched. Are your
               toes clenched?

                         ELPHABA
               I-- think so.

                         MORRIBLE
               And picture it. Are you picturing?

     Elphaba nods... eyes shut... clenching... picturing...

                         MORRIBLE (CONT'D)
               Now... levitate the coin.

     Elphaba takes a deep breath... tries. Then-- opens her eyes:
     The coin hasn't b udged. Elphaba slams the table with her fist
     in frustration. Morrible grabs her hand, concerned, motherly.

                         MORRIBLE (CONT'D)
               I hear there was an unfortunate
               disturbance in Doctor Dillamond's
               class today. That must have been
               distressful for you.

     Elphaba nods, relieved: she understands.

                         ELPHABA
               Someone wrote those horrendible
               words, on purpose, for him to see--
               I just wish--

     She breaks off, pacing now, fists clenched, rage building--

                         MORRIBLE
                   (egging her on)
               What. You wish-- what?
                                                                   40


                         ELPHABA
               That there was something I could
               do! Because no one should be--

     Elphaba breaks off, stares at the coin, like she's thinking--
     if only I could levitate that, maybe I could do something.

                         MORRIBLE
               No one should be what?

                         ELPHABA
               Scorned, or laughed at, or looked
               down upon, or told to stop
               jabbering AND KEEP QUIET!

     The coin suddenly FLIES from the table at high speed, like a
     BULLET, smashing into the mirror on Morrible's mantle.

     Madame Morrible stares at her with admiration. Even... awe.

                         MORRIBLE
               Remarkable. Absolutely remarkable.

     Elphaba stares at the shattered glass, shocked.

                         MORRIBLE (CONT'D)
               Once you learn to harness your
               emotions... the sky's the limit.

     Elphaba absorbs this. Inspired by it.
36                                                                36
     EXT. SHIZ - QUAD - DUSK
     Elphaba exits Morrible's quarters, lost in thought, heading
     back to her dorm when she catches sight of:

     Doctor Dillamond, hurriedly crossing the quad.

                         ELPHABA
               Doctor Dillamond! Did you find out
               who--

     But he either doesn't hear or is too intent on where he's
     going to stop... He races off. She rushes after him.
37                                                                37
     EXT. OUTSKIRTS OF SHIZ CAMPUS - DUSK

     Elphaba, breathless, approaches a remote area of campus,
     passing a dilapidated sign: "Faculty Housing -- ANIMAL."

     Nestled amongst a few small, odd buildings that have fallen
     into disrepair, Elphaba finds... one light on, in one house.
                                                                   41

38                                                                38
     INT./EXT. DILLAMOND'S DWELLING - DUSK
     Elphaba approaches, hesitates-- is about to knock when she
     hears her teacher's voice:

                         DILLAMOND (O.S.)
               This is much bigger than just some
               words on a chalkboard.

     Elphaba freezes, listens--

                         DILLAMOND (CONT'D)
               We Animals are now being blamed for
               everything that goes wrong. Forced
               from our jobs. Told to keep silent.

     Elphaba moves to the window, peers through the crack in the
     curtain. (She hears snippets, sees on ly pieces...)

     ELPHABA'S POV: Dillamond huddles with the Bird Professor, and
     other Animals: a LEOPARD, a DEER, an OWL, a FROG, TAMARIN,
     and a SQUIRREL, all speak in tense, urgent WHISPERS...

                         DEER
               We can still converse in private,
               thank Oz.

                         LEOPARD
               Not after dark. Not without a
               speech permit.

     Outside, Elphaba is troubled by what she's hearing...

                         DILLAMOND
               A dear friend of mine--

                         DEER
               A Deer?

                          DILLAMOND
               A Co w, actually. She's been
               speaking out, at protests, and
               recently wrote me, asking to meet
               at a cafe. She said it was
               urgent... That day, I was shown to
               their new non-speaking section.

     Dillamond, using an Ozian contraption, lights his pipe...

                         BIRD
               And? What did your Deer friend--

                         SQUIRREL/FROG
               Cow--
                                                              42


                    LEOPARD
          What did she tell you?

                     DILLAMOND
          She never showed. And no one's seen
          her since.

A silence, as this sinks in. Then...

                    TAMARIN
          Yesterday a Badger acquaintance, a
          solicitor, was sacked. Just for
          arguing a case!

                    OWL
          Who?

                    DILLAMOND
          At least he can still argue.

                    LEOPARD
          What do you mean??

Dillamond puffs his pipe. Then looks back at them, grave.

Outside, Elphaba is riveted...

SONG: "SOMETHING BAD"

                    DILLAMOND
     I'VE HEARD OF AN OX
     A PROFESSOR FROM QUOX
     NO LONGER PERMITTED TO TEACH
     WHO HAS LOST ALL POWERS OF SPEECH!

Shocked by this, the Bird, Deer, Tamarin, Owl, Leopard,
Squirrel and Frog all MURMUR to each other...

Outside, Elphaba, also deeply shaken by this, peers closer--

                    DILLAMOND (CONT'D)
     AND AN OWL IN MUNCHKIN ROCK
     A VICAR WITH A THRIVING FLOCK
     FORBIDDEN TO PREACH
     NOW HE ONLY CAN SCREECH
     ONLY RUMORS -- BU T STILL --
     ENOUGH TO GIVE PAUSE
     TO ANYONE WITH PAWS
     SOMETHING BAD IS HAPPENING IN OZ--

As the other Animals MURMUR anxiously:

                    ANIMALS
     SOMETHING BAD, HAPPENING IN--
                                                             43


                    LEOPARD
          That's it! I'm leaving Oz! While I
          can still speak the word "goodbye."

                      DEER
          Leave Oz?

The Owl, Tamarin, Squirrel and Frog all react, alarmed.

Outside, Elphaba, equally shocked, takes a step backwards,
steadies herself against the window for a moment. And then--

AN IMAGE FLASHES before her eyes in BLACK AND WHITE: it looks
like a barnyard. Animals, unclothed, fenced in , emitting
PLAINTIVE SOUNDS...

Elphaba GASPS. Then, she blinks, coming back to reality,
confused and troubled by what she's just seen.

Inside, hearing her gasp, the Animals freeze-- ears twitch,
fur and feathers stand at attention. Dillamond moves swiftly
to his door, sticks his head out, and sees...

                    DILLAMOND
          Miss Elphaba?! What are you doing
          here?

Before she can respond, he looks around; motions h er inside.

Elphaba enters and is startled to find: The other Animals are
gone-- the back window flung open. Dillamond quickly shuts
it, drawing the curtains.

                    ELPHABA
          Doctor Dillamond, what you were
          describing just now-- could
          something like that really happen?

He regards her, his wise eyes grave.

                    DILLAMOND
          It is happening.

He removes his spectacles to clean them, drops them, rattled.
Elphaba picks them up, hands them to him. Their eyes meet.

                    DILLAMOND (CONT'D)
          If you make it discouraging enough,
          you can keep anyon e silent.

                    ELPHABA
          But, Doctor Dillamond, if Animals--
                                                           44


                      DILLAMOND
          Shhh!

There's a SOUND-- is someone out there? Elphaba rushes to the
window and peeks out: Sees nothing. But Dillamond's nervous.

                    DILLAMOND (CONT'D)
          You'd better go.

He moves to the door. She follows him, then--

                    ELPHABA
          If Animals are losing the ability
          to speak-- leaving Oz-- someone's
          got to tell the Wizard.

                    DILLAMOND
          Listen to me. You cannot tell
          another soul what you've heard and
          seen here tonight!

                    ELPHABA
          But-- that's why we have a Wizard!
              (sings softly)
     SO NOTHING BAD

He looks at her. And actually appears to be considering this.
Or is he just trying to mollify her--?

                    DILLAMOND
          Perhaps you're right.

                     BOTH
     NOTHING ALL THAT BAD
     NOTHING TRULY--

                      DILLAMOND
                (suddenly BLEATS)
     BAAAAAD.

They're both completely unnerved by this frightening,
unfamiliar sound. The Goat CLEARS HIS THROAT, tries to cover--

                    DILLAMOND (CONT'D)
          Sorry. I must be-- catching a cold.

She nods, troubled. He opens the door, she starts out, turns
back; something makes her say...

                    ELPHABA
          Oz bless you, Doctor Dillamond.

He abruptly shuts the door.
                                                                45


     OUTSIDE, ELPHABA STANDS THERE, her head reeling with
     everything she's witnessed, she SINGS SOFTLY TO HERSELF...

                         ELPHABA (CONT'D)
          IT COULDN'T HAPPEN HERE
          IN OZ ....
39                                                                39
     EXT. OUTSKIRTS OF SHIZ CAMPUS - NIGHT
     As Elphaba heads back towards her dorm, THE WIND PICKS UP
     AROUND HER. Spooked, she glances around-- is she being
     followed? She listens. Is that someone WHISPERING, or just
     the leaves? Suddenly-- HOOF BEATS! She looks up--

     A powerful multicolored HORSE is galloping straight towards
     her, about to trample her!

     Elphaba leaps out of the way, stumbles, falls into a thicket--

     The Horse stops short, turns to his rider, a strikingly
     beautiful young man in casual (yet princely) attire: FIYERO
     TIGELAAR.

                         HORSE
                   (to Fiyero)
               I didn't see her!

                         FIYERO
               Nor did I--

     Fiyero dismounts, goes to Elphaba--

                         FIYERO (CONT'D)
               I'm sorry, Miss, we didn't--

     She looks up, the moonlight hits her face, he's taken aback
     by the green-- but not judgmental. He holds out his hand--

                         FIYERO (CONT'D)
               --see you. You must've-- blended in
               with the foliage.

     S he scrambles to her feet, leaving his hand untouched,
     brushes herself off, as, to cover her self-consciousness--

                         ELPHABA
               Is this how you go through life,
               running amok, nearly trampling
               anyone in your path?

                         FIYERO
               Well, sometimes I'm asleep.

     He studies her. She sighs--
                                                                   46


                         ELPHABA
               Here we go...

                ELPHABA (CONT'D)                  FIYERO
     No, I'm not seasick!            Me either.

                ELPHABA (CONT'D)                 FIYERO (CONT'D)
     Nor did I eat grass, as a       You didn't? I did.
     child!

                ELPHABA (CONT'D)                 FIYERO (CONT'D)
     And yes, I've always been       And the defensiveness-? Is
     green!                          that a recent development?

     Elphaba looks at him a moment then turns, and stalks off.
     Fiyero WHISTLES a distinctive whistle, and his Horse
     immediately comes over to him, then... WHISPERS to him.

                         FIYE RO (CONT'D)
                   (to the Horse)
               I'll ask.
                   (calling out to Elphaba)
               I'm off for more trampling; may we
               offer you a ride?

                         ELPHABA
                   (without looking back)
               Get stuffed.

                         FIYERO
                   (to his Horse)
               Well, Feldspur, we've been spurned
               by a girl. I guess there's a first
               time for everything!

     He climbs on. They gallop past Elphaba. She watches them go--
40                                                                40
     EXT. SHIZ - QUAD - DAY
     --SLAP! An OZIAN PAPERBOY drops a stack of newspapers:

          "PRINCE FIYERO OF WINKIE COUNTRY SPOTTED AT SHIZ!"

     A FAST-PACED MONTAGE of sound and images as we follow the
     news of Fiyero's arrival getting passed along campus with an
     upbeat, rhythmic feel:

     --SWICK! The boy cuts the twine. WHOOSH. The wind picks up a
     single newspaper, which floats away until--

     --SWACK! STUDENT 1 catches it in the air. DING! He tosses an
     Ozian coin at the Paperboy and reads as he walks until--
                                                                47

     --The wind grabs it, and as Boq rides by on an Ozian bicycle,
     it gets caught in the spokes -- FUP, FUP, FUP -- Boq pulls it
     out, surprised by the headline, but then--

     --Pfannee and ShenShen walk by, SEE FIYERO'S PICTURE, grab
     the newspaper out of his hands.

     --ShenShen and Pfannee yank the paper back and forth until
     the wind grabs it again, and it flies UP, UP, UP, and the
     RHYTHM CRESCENDOS all the way to...

     --the open dorm-room window, where Galinda is greeting the
     day. SMACK! The paper hits her in the face. She peels it off,
     annoyed, but then instantly riveted...

     --In the last beats of the rhythm, we speed through Galinda
     feverishly prepping herself: makeup, eyes, hair, and...

                                                      SMASH TO:
41                                                                41
     EXT. SHIZ - QUAD - DAY
     Galinda explodes out the door, dressed to the nines,
     surveying her surroundings like a shark seeking out its prey.

     She sees a group of Students WHISPERING. Then-- she spots
     Fiyero. He's studying a campus map, seemingly oblivious to
     those Students stealing glances at him. As Pfannee, ShenShen
     and a few others edge hesitantly towards Fiyero--

     Galinda strides right up to him, like they know each oth er.

                         GALINDA
               Were you looking for something? Or--
               someone?

     He looks at her, first confused, then amused.

                         FIYERO
               No, I was... what was I doing?

                         GALINDA
               How should I know?

                         FIYERO
               Our first fight.

     They assess each other, pleased by what they see.

                         GALINDA
               Well, I promised to give a guided
               tour to any recently arrived
               students, so...
                         (MORE)
                                                                 48
                         GALINDA (CONT'D)
                   (as if just realizing)
               Oh, wait... are you...?

                         FIYERO
               I am. Though I'm sure I won't last
               longer at this school than at any
               of the others.

     She smiles her Galinda smile.

                         GALINDA
               But I wasn't at any of your other
               schools.

     He smiles back.
42                                                              42
     INT. SHIZ UNIVERSITY LIBRARY - DAY
     Elphaba, seated alone with her sister at a study table, looks
     up from her history textbook, whispers, to Nessa:

                         ELPHABA
               I met the rudest person last night.

     But Nessa is preoccupied, glancing surreptitiously over at--

     Boq, who is searching the stacks...

                            NESSA
               Uh-huh.

     As Elphaba watches, Avaric approaches Nessa's table, points
     to an open chair--

                            AVARIC
               May I?

     Nessa pulls her attention from Boq, nods yes to Avaric.

                         AVARIC (CONT'D)
               I'm Avaric. From history.

     They share a smile, then... Nessa glances back at Boq.

                            AVARIC (CONT'D)
               The class?

     Nessa looks back at Avaric, distracted.

                         NESSA
               What? Oh. Yes.

     ...just as Galinda enters, with Fiyero...
                                                              49


                    GALINDA
          And this is the-- book place!

Students look up, notice Fiyero-- AN EXCITED BUZZ STARTS UP.

                    ELPHABA
              (to Nessa)
          And there he is, with Galinda of
          course. They deserve each other.

BACK ON GALINDA AND FIYERO:

                    GALINDA
          There's a collection of rare books,
          somewhere... and I guess some
          medium-rare books too...

Fiyero is checking out the female students...

                    FIYERO
          I see! So many to choose from.

As Fiyero chec ks out girls, his eyes accidentally meet
Elphaba's. He recognizes her, starts to wave hello-- but
Elphaba quickly looks away. Flustered, she takes refuge in
the Alchemy section, as Galinda guides Fiyero into...

ANOTHER SECTION. They're alone, except for Boq, who climbs a
nearby library ladder, pretending to peruse an upper shelf.

                    FIYERO (CONT'D)
          What do you do for fun around here?

                    GALINDA
          Nothing. Until now.

                    F IYERO
          Ever been to the Ozdust Ballroom?

                    GALINDA
              (impressed)
          But isn't it somewhat-- exclusive?
          I mean illegal? I mean--
          scandalacious?

Galinda tosses her hair again, possibly hitting herself a
little too hard in the face, in her excitement.

                    FIYERO
          It's all of those things! Also not
          far from here. Another plus!

He notices Boq, at his eye level, on the ladder.
                                                            50


                    FIYERO (CONT'D)
              (to Boq)
          Right?
              (friendly)
          Fiyero Tigelaar. Winkie Country.

Boq's a bit thrown by his hard-to-resist friendliness--

                    BOQ
          Boq Woodsman. Of Munchkinland.

They shake, Boq nearly falls. Fiyero helps him down, as...

                    GALINDA
              (to Fiyero; more hair
               tossing)
          What were you saying, about the
          Ozdust, and fun, and you and me...?

Boq tries desperately to derail their fledgling plans--

                    BOQ
          Unfortunately it's again st Shiz
          rules to go into town after dark...

                    FIYERO
          Well, I see that, once again, the
          responsibility to corrupt my
          fellow students falls... to me.

He throws an arm around his new pal, Boq, moves off with him,
Galinda hurries after them--

SONG: "DANCING THROUGH LIFE"

                     FIYERO (CONT'D)
              (to Boq)
     THE TROUBLE WITH SCHOOLS IS
     THEY ALWAYS TRY TO TEACH THE WRONG LESSON
     BELIEVE ME, I'VE BEEN KICKED OUT
     OF ENOUGH OF THEM TO KNOW
     THEY WANT YOU TO BECOME LESS CALLOW
     LESS SHALLOW
     BUT I SAY: WHY INVITE STRESS IN?
     STOP STUDYING STRIFE
     AND LEARN TO LIVE `THE UNEXAMINED LIFE'

Fiyero hops onto a table...

                    FIYERO (CONT'D)
     DANCING THROUGH LIFE
     SKIMMING THE SURFACE
     GLIDING WHERE TURF IS SMOOTH
     LIFE'S MORE PAINLES S
                                                              51


     FOR THE BRAINLESS
     WHY THINK TOO HARD?
     WHEN IT'S SO SOOTHING

Books are shutting, tumbling off shelves-- tossed aside--

                     FIYERO (CONT'D)
     DANCING THROUGH LIFE
     NO NEED TO TOUGH IT
     WHEN YOU CAN SLUFF IT OFF AS I DO
     NOTHING MATTERS
     BUT KNOWING NOTHING MATTERS
     IT'S JUST LIFE
     SO KEEP DANCING THROUGH...

Fiyero leaps into a circular book-case... as Elphaba, unable
to concentrate, slams her Alchemy book shut.

                    ELPHABA
          What are you doing?!

Various Students SHUSH her, as--

                    GALINDA
              (to Elphaba)
          Do you mind? Some of us are trying
          to learn something?!

                     FIYERO
     DANCING THROUGH LIFE
     SWAYING AND SWEEPING
     AND ALWAYS KEEPING COOL
     LIFE IS FRAUGHT LESS
     WHEN YOU'RE THOUGHTLESS
     THOSE WHO DON'T TRY
     NEVER LOOK FOOLISH
     DANCING THROUGH LIFE
     MINDLESS AND CARELESS
     MAKE SURE YOU'RE WHERE LESS
     TROUBLE IS RIFE
     WOES ARE FLEETING
     BLOWS ARE GLANCING
     WHEN YOU'RE DANC ING...
     THROUGH LIFE...

The Librarian tries to restore order, but Fiyero tosses her a
romance novel. She starts to read it, becomes engrossed; as--

                    FIYERO (CONT'D)
     LET'S GO DOWN TO THE OZDUST BALLROOM
     WE'LL MEET THERE LATER TONIGHT
     WE CAN DANCE TILL IT'S LIGHT
     FIND THE PRETTIEST GIRL
     GIVE `ER A WHIRL
                                                            52


     RIGHT ON DOWN TO THE OZDUST BALLROOM
     COME ON-- FOLLOW ME
     YOU'LL BE HAPPY TO BE THERE...

                    ALL
     DANCING THROUGH LIFE
     DOWN AT THE OZDUST...

                    FIYERO
     IF ONLY BECAUSE DUST
     IS WHAT WE COME TO...

                     ALL
     NOTHING MATTERS
     BUT KNOWING NOTHING MATTERS
     IT'S JUST LIFE...

                       STUDENTS
     AHHHH...

                    FIYERO
     SO KEEP DANCING THROUGH...

Galinda, breathless from dancing (and from proximity to
Fiyero) fans herself.

                       BOQ
          Galinda--?

He offers her a handke rchief. She takes it, dabs her face,
then offers it back to him, he shakes his head--

                     BOQ (CONT'D)
          Keep it, I've got many.
              (beat)
          I cry a lot.

Boq immediately regrets this admission, gathers his nerve--

                    BOQ (CONT'D)
          I hope you'll save a dance for me
          tonight. I'll be right there.
          Waiting. All night.

                    GALINDA
          Oh-- that's so kind, Bick.

                    BOQ
          Technically it's Boq.

Galinda hesitates. She doesn't want to hurt his feelings
but... just then, Galinda notices Nessa, at the other end of
the library, and a lightbulb goes off.
                                                            53


                     GALINDA
           But you know what would be even
           kinder?
               (pointing to Nessa)
     SEE THAT TRAGIC'LY BEAUTIFUL GIRL
     THE ONE IN THE CHAIR
     IT SEEMS SO UNFAIR
     WE SHOULD GO ON A SPREE
     AND NOT SHE
     GEE--
     I KNOW SOMEONE WOULD BE MY HERO
     IF THAT SOMEONE WERE
     TO GO INVITE HER...

                    BOQ
          Well, maybe I could invite her.

                    GALINDA
     OH, BICK, REALLY?
     YOU WOULD DO THAT FOR ME?

                    BOQ
          I would do anything for you.

Boq rushes off. Galinda exhales, relieved . She turns: there's
Fiyero, watching her. Appreciating her moves.

                    FIYERO
              (game recognizes game)
          You're good.

                    GALINDA
          It was nothing. I love helping
          others. Oh, and I happen to be free
          tonight. After all--
              (sings)
     NOW THAT WE'VE MET ONE ANOTHER...

                    FIYERO/GALINDA
     IT'S CLEAR WE DESERVE EACH OTHER

                    GALINDA
     YOU'RE PERFECT...

                    FIYERO
     YOU'RE PERFECT...

                     BOTH
     SO WE'RE PERFECT TOGETHER
     BORN TO BE FOREVER...
     DANCING THROUG H LIFE!

Galinda and Fiyero exit the library together.
                                                                  54

43                                                               43
     OMITTED
44                                                               44
     INT. SHIZ UNIVERSITY LIBRARY - ANOTHER PART - CONTINUOUS

     Elphaba, annoyed, picking up scattered books, glances up to
     see: Boq, waving goodbye, to a beaming Nessa--

     Elphaba goes over to her. Nessa turns to her, in happy shock.

                         NESSA
               That perfectly adorable Munchkin
               boy finally asked me out!

                         ELPHABA
               Oh Nessa...! I had a feeling Avaric
               was interested!

                         NESSA
               Who? Oh, no, not Avaric. Boq!

                         ELPHABA
               Oh.

                         NESSA
               Elphaba, he's everything I ever
               wanted!

                         ELPHABA
               Well-- good! I just thought--

                         NESSA
               He said he was too shy to ask me,
               at first, but then, Galinda
               emboldened him--

                         ELPHABA
               What? Galinda?!

     But Nessa won't tolerate any more Galinda bashing--

                          NESSA
               Don't! Don't you dare say another
               word against her! I'm about to have
               the happiest night of my life,
               thanks to Galinda!
                   (sings)
          FIN'LLY FOR THIS ONE NIGHT
          I'M ABOUT TO HAVE A FUN NIGHT
          WITH THIS MUNCHKIN BOY
          GALINDA FOUND FOR M E
          AND I ONLY WISH THERE WERE
          SOMETHING I COULD DO FOR HER
          TO REPAY HER
                                                                  55

          ELPHABA, SEE?
          WE DESERVE EACH OTHER
          AND GALINDA HELPED IT COME TRUE
          WE DESERVE EACH OTHER
          ME AND BOQ...
               Please, Elphaba, try to understand.

     Elphaba, seeing her joy, takes Nessa's hand; reminding us of
     that moment when Little Elphaba held her baby sister's hand.

                             ELPHABA
          I DO.

     OFF ELPHABA, her surprise and emotion, at Galinda's kindness--

45                                                               45
     OMITTED
46                                                               46
     EXT. SHIZ CAMPUS - DORMITORIES - EVENING

     Inside each window, STUDENTS prepare for a wild night.
47                                                               47
     INT. THE GIRLS' DORM ROOM - EVENING

     Galinda is being fastened into her party frock by Pfannee--
     as ShenShen looks through one of Galinda's many trunks.

                            PFANNEE
                  Uh... Galinda...?

     ShenShen pulls out a tall pointy black hat, holding it at a
     distance, like it smells.

                             PFANNEE (CONT'D)
                  Explain!

                            SHENSHEN
                  Ew! What even is that?

     Galinda grabs the hat, laughs to mask her embarrassment.

                            GALINDA
                  Oh dear, my granny makes me the
                  most hideoteous hats!
                      (off their judge-y looks)
                  I'd give it away, but-- I don't
                  hate anyone that much.

     They just keep looking at her, a mischievous challenge.

                         GALINDA (CONT'D)
               Oh no. I couldn't. Could I?
                                                              56


Suddenly Elphaba enters, with an armful of books. Pfannee and
ShenShen give a private smirk to Galinda, then--

                    PFANNEE
          Well, we should--

                    SHENSHEN
          --go, we have to--

                    PFANNEE/SHENSHEN
          --accessorize each other! See you
          soon!
              (like they're all friends)
          See you, Elphaba!

They exit. Galinda turns, surprised to see Elphaba, still
clutching her books, enter her territory.

                    ELPHABA
          Galinda-- Nessa and I were talking.
          About you, and--

She takes a breath, puts down her alchemy and magic books. On
top of this stack is her notebook with "Sorcery Seminar"
written on it. Galinda eyes this with a stab of envy. Then--

                    GALINDA
          And we were just talking about you!
          How you should join us tonight!

                    ELPHABA
              (after a beat)
          I don't follow.

                    GALINDA
              (with charades gestures)
          You. Join. Us. A t the Ozdust.
          I'm inviting you!

                    ELPHABA
          Why.

                    GALINDA
          Because everyone will be there. And
          don't tell me you've nothing to
          wear, you could wear-- let's see--

She looks around, then-- holds the black hat out to Elphaba.

                    GALINDA (CONT'D)
          --this!

Elphaba's taken aback. Galinda seems really sincere.
                                                                 57


                           GALINDA (CONT'D)
                I mean, it goes with everything you
                own!
                     (sings)
           IT'S REALLY, UH, SHARP, DON'T YOU THINK?
           YOU KNOW BLACK IS THIS YEAR'S PINK!
           YOU DESERVE EACH OTHER
           THIS HAT AND YOU
           YOU'RE BOTH SO-- SMART
           YOU DESERVE EACH OTHER
           SO HERE, OUT OF THE GOODNESS OF MY HEART.

      Elphaba takes the hat, thrown by this second, unexpected show
      of generosity: have I misjudged this girl...?
48                                                                 48
      EXT. SHIZ - QUAD - NIGHT
      Students, including Galinda and Fiyero, all dressed for a
      night on the town, move stealthily through the quad--
48A                                                               48A
      EXT. SHIZ CAMPUS - ENTRANCE COURTYARD - NIGHT

      The Students hurry to the water's edge, pile into waiting
      boats...

      Except Fiyero. He waits, and now we see why: Boq and Nessa
      appear. Fiyero greets Boq like they're old friends, then
      makes sure Nessa gets safely into a boat--

      Galinda takes this in. Falling a little in love.
49                                                                 49
      EXT. SHIZ - MORRIBLE'S QUARTERS - NIGHT
      Elphaba hesitates, then-- KNOCKS. After a beat, Morrible
      opens the door, dressed for bed, and surprised to see her
      prize student.
50                                                                 50
      EXT. LAKESIDE FOREST - NIGHT

      Fiyero confidently leads the group along the lake's edge and
      through the woods.

      As they pass some night-blooming flowers, Fiyero leans down
      to a pink flower, politely--

                           FIYERO
                May I--?

      The Flower graciously dips its petals, and he gently picks
      it, presents it to Galinda. She's blown away.

      The group follows Fiyero towards a giant LOTUS LEAF, with a
      large Turtle standing beside it.
                                                                      58

        The Turtle sees Fiyero, and immediately holds out a paw, they
        "shake," and the Turtle snaps onto an enormous lotus leaf,
        and pulls it back, revealing

        A door. Fiyero tosses the Turtle a coin, and the impressed
        Students follow him-- Galinda and Nessa trading excited looks
        as they move through the door, into... Darkness.

        It's dark. Led by Fiyero; Galinda, Boq, Nessa, and the others
        make their way dow n, into--

51-52                                                          51-52
        OMITTED
53                                                                   53
        INT. THE OZDUST - NIGHT

        A WAVE OF SOUND and UNUSUAL SIGHTS welcome the group as they
        enter this BALLROOM.

        The atmosphere is deliciously illicit. A pumped CROWD (some
        ANIMALS, some PEOPLE) animates the dance floor.

        A SWINGING BAND -- (a mix of ANIMAL and HUMAN MUSICIANS)
        BLASTS AWAY on the make-shift stage.

        Fiyero procures a pitcher of punch... and everyone toasts!

        Fiyero pulls Galinda out onto the dance floor, and the others
        join them, dancing with wild abandon. All except--

        Boq and Nessa, who are off to the side... silent. Until--

                            NESSA
                  What's in the punch?

                            BOQ
                  Lemons and melons and pears.

                            NESSA
                  Oh my.

                            BOQ
                  And... a boatload of liquor.

        Boq gulps down the entire glass as Nessa takes another small
        sip. Neither knows what to say next. Boq sneaks a look at
        Galinda, dancing close, with Fiyero. It hurts. He feels like
        a frau d, tries to come clean--

                            BOQ (CONT'D)
                  Listen, Nessa...

                            NESSA
                  Yes?
                                                              59


                    BOQ
     UH, NESSA
     I'VE GOT SOMETHING TO CONFESS-- A
     REASON WHY-- WELL-- WHY I ASKED YOU HERE
     TONIGHT
     AND I KNOW IT ISN'T FAIR--

                    NESSA
          Oh Boq. I know why.

                       BOQ
          You do?

                    NESSA
     IT'S BECAUSE I'M IN THIS CHAIR
     AND YOU FELT SORRY FOR ME--
     WELL? ISN'T THAT RIGHT?

                    BOQ
              (genuinely surprised)
          What? No! I don't feel sorry for
          you. You're great! I just... I
          asked you because...

He looks at Galinda and just then-- she kisses Fi yero for the
first time.

                       BOQ (CONT'D)
          Because...

Boq turns back to Nessa... but can't bring himself to tell
her the whole truth--

                    BOQ (CONT'D)
     BECAUSE YOU ARE SO BEAUTIFUL!

                    NESSA
     OH BOQ, I THINK YOU'RE WONDERFUL
     AND WE DESERVE EACH OTHER
     DON'T YOU SEE, THIS IS OUR CHANCE?
     WE DESERVE EACH OTHER
     DON'T WE, BOQ?

Galinda and Fiyero dance past Boq.

                       BOQ
     YOU KNOW WHAT?

Desperate to overcome this heartache, he turns to Nessa--

                       BOQ (CONT'D)
     LET'S D ANCE!
                                                                  60


                          NESSA
               What?

                         BOQ
          LET'S DAAAAANCE!

     He pulls her onto the dance floor, and they dance! It's
     exuberant, and joyous; Nessa's having the time of her life.

     Avaric, dancing with another GIRL, is distracted by Nessa's
     beauty and exuberance-- partly happy for her, partly wishing
     she was dancing with him...

     Galinda clocks Boq and Nessa, happily dancing, relieved:
     everything worked out. Thanks to me!
54                                                               54
     EXT. LAKESIDE FOREST - NIGHT
     Morrible, wrapped in a dramatic cape, emerges with
     difficulty, and somewhat the worse for wear, from the tangle
     of foliage... and comes face to face with the snapping
     Turtle. He starts to SNAP at her-- but she draws herself up
     and glares at him, and the Turtle folds like a cheap suit.
55                                                               55
     INT. THE OZDUST - SAME

     A SONG ENDS-- everyone on the dance floor APPLAUDS. Just
     then, Morrible appears. Our group stops in their tracks.
     Morrible approaches a stunned Galinda.

                         MORRIBLE
               You.

     Galinda is frozen with fear, but also-- a little tipsy.

                         GALINDA
               Me?

     Morrible takes her hand, leads her away, as...

                         MORRIBLE
               The rest of you can go on doing--
               whatever this is.

     The others breathe sighs of relief as Galinda, with an
     anx ious backward glance to her friends, follows Morrible to:

     A PRIVATE NOOK, NEARBY--

     Galinda regards her idol, and (due to tipsiness and fandom)
     can't hold back--
                                                           61

                    GALINDA
          Madame Morrible, you are-- no,
          seriously, I admire you so, soooo--

                      MORRIBLE
          Enough.

Morrible reaches into her cape, pulls out... a wand.

                    GALINDA
          A magic wand!? It's-- It's--
              (a teeny bit disappointed)
          It's so small.

                    MORRIBLE
          It's a training wand.

                    GALINDA
              (takes it, overwhelmed)
          Oh, Madame-- how can I express my
          gratitution?! It is my heart's
          desire to become a sorceress. Thank
          you. For having faith in me!

                    MORRIBLE
          I have no faith in you, dear. This
          was your roommate's idea, not mine.

Galinda's confused.

                    GALINDA
          I'm confused.

                     MORRIBLE
          Miss E lphaba has requested that I
          include you in our sorcery seminar--
          she insisted I tell you this very
          night, or she would quit.

                    GALINDA
          She did? But why?

                    MORRIBLE
          I'm a sorceress, not a mind reader!
          I've no idea why! But I cannot risk
          losing her. So-- here I am.

Morrible regards Galinda, tries her best to be-- kind.

                    MORRIBLE (CONT'D)
          My personal opinion, dear, is that
          you do not have-- what it takes. I
          hope you pr ove me wrong. I doubt
          you will.
                    (MORE)
                                                              62
                     MORRIBLE (CONT'D)
              (beat)
          You might want to thank her. She's
          on her way.

Suddenly Galinda is stone cold sober.

                    GALINDA
          What?

                    MORRIBLE
          Well, you invited her.
              (looks around, mutters)
          I need a drink.

Morrible sweeps away. Galinda starts back to her friends,
stops short, seeing:

                    GALINDA
              (a guilt-ridden whisper)
          Oh no.

Elphaba appears in the entryway, wearing the black pointy
hat.

There's a RIPPLE OF REACTION; as others spot her-- S NICKERS
AND WHISPERS, the students stop dancing, stare, point. Even
the Musicians STOP PLAYING, staring... at the weird, green
girl in the ridiculous eyesore of a hat.

Elphaba takes in the reaction around her, realizing: she's
been tricked. She yanks the hat off, locks eyes with:

Galinda, who stares back at her, flooded with remorse.

Elphaba starts to leave. But then--

She suddenly strides angrily to the center of the dance
floor, and defiantly slams the hat ba ck on her head.

Backing away, Nessa whispers to Boq...

                    NESSA
          I can't watch.

Elphaba starts to slowly dance by herself. In an
idiosyncratic manner all her own.

                    FIYERO
          I'll say this much, she doesn't
          give a twig what anyone thinks.

                    GALINDA
          Of course she does. She just
          pretends not to.
                    (MORE)
                                                                    63
                         GALINDA (CONT'D)
                   (looking at the wand)
               I feel awful.

                         FIYERO
               Why? It's not like it's your fault.

     Galinda looks at him, then hands him the wand, and crosses to
     Elphaba, still dancing alone. Galinda taps her shoulder.

                         GALINDA
               May I cut in?

     Elphaba turns, Galinda hesitates, then, as best she can,
     imitates Elphaba's unique moves. The MUSICIANS START UP
     AGAIN, matching her moves. Elphaba watches, coldly.

     But as Galinda conti nues to dance in Elphaba's style-- it
     becomes an offering of friendship.

     As Galinda dances, she whirls and comes face to face with
     Pfannee and ShenShen. Disgusted, they whisper harshly...

                PFANNEE                         SHENSHEN
     What are you doing?             Stop!

     Galinda hesitates, but then-- she turns her back on them, and
     returns to Elphaba.

     The two roommates dance together. It's fluid,
     interconnected... inspired...

     Other students gradually pick up the moves until everyone,
     even Pfannee and ShenShen, are dancing, Elphaba-style.

     Nessa, Boq, and Fiyero join Galinda and Elphaba, and suddenly
     the five of them are dancing together, as though they'd known
     each other all their lives...

                          ALL
          DANCING THROUGH LIFE
          HERE AT THE OZDUST
          IF ONLY BECAUSE DUST
          IS WHAT WE COME TO
          AND HERE 'S A STRANGE THING:
          YOUR LIFE COULD END UP CHANGING
          WHILE YOU'RE DANCING
          THROUGH!
56                                                                 56
     INT. SHIZ - GIRLS' DORM ROOM - LATER THAT NIGHT
     Elphaba shrugs out of her clothes, Galinda brushes her teeth
     at the washbasin, as they continue bonding...
                                                           64


                    GALINDA
          That was your very first party?
              (spits)
          Ever?

Elphaba yanks her worn nightgown over her head--

                    ELPHABA
          Do funerals count?

Galinda takes the pink flower Fiyero gave her from her hair,
places it carefully in a glass of water...

The girls flop on Elphaba's bed, regard each other.

                    GALINDA
          I couldn't remotely sleep.

                    ELPHABA
          Me neither.

                    GALINDA
          I know! Let's each tell the other
          something we've never told an yone!
          I'll go first: Fiyero and I are
          getting married!

                    ELPHABA
          He asked you already?

                     GALINDA
          Oh, he doesn't know yet.
              (beat)
          Now you tell me a secret.

                       ELPHABA
          Like what?

                    GALINDA
          Like-- why do you sleep with this--
              (grabs it)
          --little green bottle under your
          pillow?

                    ELPHABA
          Give that back!

                    GALINDA
              (holding it out of reach)
          Come on-- tell!

A beat, Elphaba manages to control her emotions...
                                                             65


                    ELPHABA
          It was my mother's, that's all.

Elphaba grabs the bottle, shoves it back under her pillow.

                    GALINDA
          Well that's not fair, I told you a
          really good one.

Galinda stands, and crosses to her side of the room, and
turns on her pink light. Elphaba rises, and moves to
Galinda's side. After a beat--

                    ELPHABA
          My father hates me.

Galinda GASPS. Elphaba's amused.

                     ELPHABA (CONT'D)
          That's not the secret. The secret
          is. .. He has a good reason.
               (a statement of fact)
          It's my fault.

                    GALINDA
          What, what is?

                    ELPHABA
          That my sister is--   the way she is.
              (a beat)
          When our mother was   carrying Nessa,
          our father began to   worry. That the
          new baby might come   out...

                    GALINDA
          Green?

Elphaba nods. She's never spoken about this-- to anyone.

                    ELPHABA
          He was so worried, he made our
          mother chew milk flowers, day and
          night. Only it made Nessa c ome too
          soon... with her little legs all
          tangled. And our mother... never
          woke up.

Galinda takes this in.

                    ELPHABA (CONT'D)
          None of which would ever have
          happened... if not for me.
                                                             66


                    GALINDA
          But that was the milkflowers'
          fault, not yours.

Galinda looks at Elphaba and for the first time-- sees her.

                    GALINDA (CONT'D)
          That may be your secret, Elphaba.
          But it doesn't make it true.

She also sees that Elphaba still believes it. To lighten
things, Galinda looks out the window: the sun is rising.

                    GALINDA (CONT'D)
          Look-- it's tomorrow! And Elphie--
          may I call you Elphie?

                    ELPHABA
          It's a little perky.

                    GALINDA
          And you can call me... Galinda.

                    ELPHABA
          It's your name.

                    GALINDA
          Let's not quarrel. Because Elphie--
          now that we're friends, I've
          decided to make you my new project!

                    ELPHABA
          You really don't have to do that.

                    GALINDA
          I know! That's what makes me so
          nice!

SONG: "POPULAR"

                     GALINDA (CONT'D)
     WHENEVER I SEE SOMEONE
     LESS FORTUNATE THAN I
     (AND LET'S FACE IT--WHO ISN'T
     LESS FORTUNATE THAN I?)
     MY TENDER HEART
     TENDS TO START TO BLEED...
     AND WHEN SOMEONE NEEDS A MAKEOVER
     I SIMPLY HAVE TO TAKE OVER
     I KNOW I KNOW EXACTLY WHAT THEY NEED
     AND EVEN IN YOUR CASE
              (removing Elphaba's
               glasses)
                                                           67


     THO' IT'S THE TOUGHEST CASE I'VE YET TO
     FACE
              (putting Elphaba's glasses
               back on her)
     DON'T WORRY-- I'M DETERMINED TO SUCCEED
     FOLLOW MY LEAD
     AND YES, INDEED
     YOU WILL BE...

She hops up, and hits the top of a wardrobe case-- it pops
open, revealing an array of garments.

                     GALINDA (CONT'D)
     POPULAR!
     YOU'RE GONNA BE POPULAR!
     I'LL TEACH YOU THE PROPER PLOYS
     WHEN YOU TALK TO BOYS
     LITTLE WAYS TO FLIRT AND FLOUNCE
     I'LL SHOW YOU W HAT SHOES TO WEAR
     HOW TO FIX YOUR HAIR
     EVERYTHING THAT REALLY COUNTS

     TO BE POPULAR!
     I'LL HELP YOU BE POPULAR!
     YOU'LL HANG WITH THE RIGHT COHORTS
     YOU'LL BE GOOD AT SPORTS
     KNOW THE SLANG YOU'VE GOT TO KNOW
     SO LET'S START

She pops another trunk: there's another explosion of apparel--

                    GALINDA (CONT'D)
     `CAUSE YOU'VE GOT AN AWF'LLY LONG WAY TO
     GO...

Galinda shines a bright light in Elphaba's face like a police
interrogati on, examines her complexion with a magnifying
glass--

                     GALINDA (CONT'D)
     DON'T BE OFFENDED BY MY FRANK ANALYSIS
     THINK OF IT AS PERSONALITY DIALYSIS
     NOW THAT I'VE CHOSEN TO BECOME A PAL, A SIS-
     TER AND ADVISER
     THERE'S NOBODY WISER
     NOT WHEN IT COMES TO POPULAR --

Galinda opens more trunks and bags, revealing more and more
clothes, shoes, accessories, and scary beauty devices, as--

                    GALINDA (CONT'D)
     I KNOW ABOUT POPULAR
     AND WITH AN ASSIST FROM ME
     TO BE WHO YOU'LL BE
                                                             68


     INSTEAD OF DREARY WHO-YOU-WERE...WELL,
     ARE...
     THERE'S NOTHING THAT CAN STOP YOU
     FROM BECOMING POPU-
     LER... LAR..

Galinda dances around the room, in sheer anticipation...

                    GALINDA (CONT'D)
     LA LA LA LA
     WE'RE GONNA MAKE
     YOU POPULAR...

                    ELPHABA
          This won't end well.

                    GALINDA
          Elphie! You mustn't think that way--
          your whole life is going to change!
          And all because of me!

Galinda pulls Elphaba out on the balcony...

                    GALINDA (CONT'D)
     WHEN I SEE DEPRESSING CREATURES
     WITH UNPREPOSSESSING FEATURES
     I REMIND THEM ON THEIR OWN BEHALF
     TO THINK OF
     CELEBRATED HEADS OF STATE OR
     SPECIALLY GREAT COMMUNICATORS
     DID THEY HAVE BRAINS OR KNOWLEDGE?

Galinda steers Elphaba back into their room, then Galinda
jumps onto her bed, danceing and waving her training wand...

                     GALINDA (CONT'D)
     DON'T MAKE ME LAUGH!
     THEY WERE--
     POPULAR! PLEASE--
     IT'S ALL ABOUT POPULAR!
     IT'S NO T ABOUT APTITUDE
     IT'S THE WAY YOU'RE VIEWED
     SO IT'S VERY SHREWD TO BE
     VERY VERY POPULAR
     LIKE ME!

                    GALINDA (CONT'D)
          Now then. Let us begin. Hair. We
          toss our hair. See? Toss! Toss!

She demonstrates. Elphaba tries-- with minimal success.
                                                           69


                    GALINDA (CONT'D)
          Well-- you'll practice! And now--
              (picks up her magic wand)
          I shall transform your simple
          "frock" into a magnificent ball
          gown!

                       ELPHABA
          Oh no.

Galinda readies herself-- points her wand...

                       GALINDA
          Ball gown.

They wait. Nothing happens. Galinda rolls her head, jabs with
the wand, like a fighter in her corner, then-- points again.

                       GALINDA (CONT'D)
          Ball gown!

More nothing. Galinda warms up again, even more vi gorously,
then-- points her wand yet again, with fierce determination.

                     GALINDA (CONT'D)
          Ball gown!
              (she examines her wand)
          Is this on?

                    ELPHABA
          I can't wear things like that
          anyway.

Galinda, struck by Elphaba's words, forgets about her wand.

                    GALINDA
          Of course you can. We'll just
          start... smaller.

Galinda moves to her pink flower, and carefully pins it into
Elphaba's hair.

                    GALINDA (CONT'D)
              (a discovery)
          Pink goes good wit h green.

                    ELPHABA
          It goes well with green.

                    GALINDA
          It so does.

Galinda regards Elphaba with wonder; makes another discovery.
                                                                   70


                          GALINDA (CONT'D)
               Why, Miss Elphaba-- you're
               beautiful.

     She guides her to the mirror. Elphaba looks-- at her own
     reflection. And for a split second, she allows herself to
     like what she sees. But then--

                         ELPHABA
               I-- I have to go--

     She rushes out. Galinda calls after her--

                          GALINDA
               You're welcome!
                   (then)
          AND THO' YOU PROTEST
          YOUR DISINTEREST
          I KNOW CLANDESTINEDLY
          YOU'RE GONNA GRIN AND BEAR IT
          YOUR NEW-FOUND POPULARI TY --
          LA, LA, LA, LA...
          YOU'LL BE POPULAR

     The rising sun turns Galinda's silhouette pink as she
     triumphantly climbs her tower of luggage--

                         GALINDA (CONT'D)
          JUST NOT QUITE AS POPULAR AS ME!
57                                                                57
     EXT. SHIZ - QUAD NEAR DINING HALL - DAY
     Galinda breezes off with her friends... When the coast is
     clear, Elphaba peeks cautiously out from an archway, sees:

     More students coming towards her. Self-conscious, Elphaba
     ducks back into the archway, takes a breath, then: certain
     she's alone, she tries some covert hair tossing...

                         FIYERO (O.S.)
               You've been Galinda-fied.

     She whirls around. There's Fiyero, studying her.

                         FIYERO (CONT'D)
               You don't need to d o that, you
               know.

     Before she can summon a snappy response, or any response, he
     saunters on. Off Elphaba, discombobulated by this...
                                                                 71

58                                                              58
     MONTAGE: VARIOUS LOCATIONS
     Elphaba enters the dining hall, self-conscious, to see:
     Galinda, Nessa, Boq, and Fiyero all seated together, in
     animated conversation. Without skipping a beat, they all make
     room for her to sit.

     Elphaba looks at Galinda, who smiles. See? Elphaba gives her
     best hair-toss, and they all CRACK UP; (as before, Elphaba's
     laugh is a distinctive CACKLE.)

     WE HEAR a new "needle-drop" version of "DANCING THROUGH
     LIFE." It's coming from--

     AN OZIAN RADIO, The five friends sit around a crackling
     CAMPFIRE. Nessa helps Boq toss kindling on the fire,
     crackling in the fireplace. Galinda and Elphaba laugh until
     they cry. Fiyero is immersed in one of Elphaba's books.
     Elphaba takes notice. The SONG (and the MONTAGE) CONTINUES:

     --IN THE QUAD: Boq leads the friends through throngs of
     students--

     --IN THE WOODS: Elphaba, Fiyero, and Nessa continue to follow
     Boq-- Galinda, in high heels, can't keep up... Elphaba
     circles back, pulls off Galinda's shoes; Galinda sprints off
     after her friends, with a few backward glances at her
     abandoned heels...

     A SECLUDED CLEARING: Boq leads them to a huge, rotting tree.
     The friends look around, then back to Boq, puzzled-- why have
     you brought us here? I n answer, Boq pulls out... an axe.

     --LATER. The dead tree is partly cleared. Fiyero takes off
     his shirt. Wow. Boq takes off his shirt. Wow? REVEAL Nessa,
     Elphaba and a somewhat distracted (by Fiyero) Galinda, as the
     three girls chop and haul away the rest of the tree.

     --LIBRARY: They're at one table, leaves still stuck to their
     hair and clothes. Elphaba studies. Nessa shares her notes
     with Boq. Galinda is studying an enormous tome-- but there's
     a fashion magazine hidden inside. Fiyero's asleep.

     --THAT SAME FOREST AREA: A badminton-type net, strung between
     two trees. Nessa slams an amazing shot.

     --PICTURESQUE HILLSIDE: As the sun rises, the tribe trudge up
     a hill. Galinda now wears a pair of Elphaba's boots. Elphaba
     stumbles and a hand reaches out to help her . It's Nessa
     Elphaba takes it; the sister's eyes meet... and all five
     burst into SONG:
                                                                72


                          ELPHABA/GALINDA/FIYERO/NESSA/BOQ
          ALL OF OUR LIFE
          WE'LL BE TOGETHER
          FIVE FRIENDS FOREVER
          ME, YOU, YOU AND YOU...AND YOU
          SUCH A QUINTET
          THERE HAS NEVER BEEN YET!
          BRING ON LIFE
          AND WATCH US DANCE ON THROUGH...

     They see... A field of poppies. Excited, they link arms one
     by one...

     END MONTAGE.
59                                                                59
     INT. DILLAMOND'S CLASSROOM - DAY
     The tribe enters. Various students are already standing
     there, CHATTING before class... All at once, Dillamond rushes
     in. Elphaba goes to him, holds out a bunch of poppies--

                         ELPHABA
               Doctor Dillamond, I picked some
               poppies for you--

     But Dillamond ignores the poppies--

                         DILLAMOND
               Not now, Miss Elphaba--
                   (to everyone)
               Please, everyone, take your seats,
               I've something to say, and very
               little time.

     Surprised by his urgency, the students quickly take seats;
     the tribe sits in one row, together...

                         DILLAMOND (CONT'D)
               My dear students, this is my last
               day here at Shiz. You see, Animals--
               are no longer permitted to teach.

     Elphaba rockets to her feet.

                         ELPHABA
               What?

                         DILLAMOND
               It's alright, Miss Elphaba... I'll
               be alright.

     Suddenly a WHISTLE BLAST. Elphaba and the others startle--
                                                              73


TWO UNIFORMED GUARDS enter-- they're followed by the Shiz
University President, and an anxious Miss Coddle--

                    MISS CODDLE
          Students, remain calm, please,
          there's no cause for alarm--

                    ELPHABA
          What is this, what's happening?

As the Guards approach him--

                    DILLAMOND
          Don't worry! They can take away my
          job, but I shall continue speaking
          out!

                    FIRST GUARD
          Come on, Goat.

Elphaba rushes up to the President, and Miss Coddle--

                    ELPHABA
          You can't permit this!

                    MISS CODDLE
          Miss Elphaba, I'm afraid it's out
          of our hands.

                    ELPHABA
          But--

As the Guards start to lead him away, Dillamond calls out--

                    DILLAMOND
          Listen to me--!
              (to Elphaba)
          You're not being told the whole
          story!

The Guard shoves him, Dillamond's spectacles fall to the
floor-- the Guard's boot is about to crush them--

Elphaba grabs the spectacles just in time, starts after him--

                    ELPHABA
          Doctor Dillamond--!

But the President blocks her, and Dillamond is led away.
Elphaba turns in desperation to the other students--

                    ELPHABA (CONT'D)
          Are we all just going to sit here,
          in silence?!
                                                            74


                    SHIZ PRESIDENT
          That's quite enough, Miss Elphaba.
          Take your seat.

Elphaba stands there, the poppies she picked for Dillamond
still clutched in her hand... Galinda goes to her, and gently
leads her to her seat, as--

                    MISS CODDLE
          Students, your new history
          professor has prepared a special
          presentation!

PROFESSOR NIKIDIK, somber, human, enters. He carries a
rectangular, cloth-covered package, pushes Dilla mond's vase
of poppies roughly to one side, and places the package on
Dillamond's desk.

The package shakes slightly on its own. The students leans
forward, curious.

                    PROFESSOR NIKIDIK
          Good afternoon, students.

                    MISS CODDLE
          Good afternoon!

                    THE STUDENTS
          Good afternoon.

                    PROFESSOR NIKIDIK
          In times such as these, it behooves
          us all, not merely to study the
          past, but to look to the future...

Nikidik pulls t he cloth off with a flourish, revealing: a
small cage with a LION CUB inside.

                    PROFESSOR NIKIDIK (CONT'D)
          This is called-- a "cage"

Elphaba's eyes widen in horror and shock. But the other
students coo, charmed: "AWWW."

The CUB TREMBLES; HISSES, baring sharp, tiny teeth.

                    NIKIDIK
          This remarkable innovation is for
          the good of all Oz, as well as for
          the Animal's own good. You see--
                                                             75


                     ELPHABA
              (loudly)
          If it's so good, why is he
          trembling?

Galinda catches Elphaba's eye: Shhh. As--

                    NIKIDIK
          He's just excited to be here!

Elphaba turns to Nessa, who looks back, imploring her: don't
make a scene!

                    NIKIDIK (CONT'D)
          One benefit of caging an animal
          this young is: he will likely never
          learn to speak!

The Students MURMUR, intrigued.

                     ELPHABA
          Oh no...

                    NIKIDIK
          Now, the dimensions of the cage
          will vary, depe nding on the animal.
          But here is the basic design...

As Nikidik draws on the chalkboard-- Elphaba surveys the
other Students in furious disbelief: They're listening
avidly, dutifully taking notes--

                    ELPHABA
              (to her friends)
          Can you imagine a world where
          Animals are kept in cages, and
          never speak?!
              (turns to Fiyero)
          What are we going to do?!

                     FIYERO
          We?

                    ELPHABA
          Well somebody's got to DO
          SOMETHING!!

She throws down the poppies in her hand. The poppies rise,
begin to spin. It's beautiful, and strange. Those present
notice these rising, spinning poppies, look up at them, when
suddenly-- the poppies release a green-gold pollen...

                    FIYERO
          What's happening?
                                                                   76


                         ELPHABA
               I don't know, I got mad, and--

     The pollen is making it hard for Elphaba to see-- people are
     panicking, then-- dropping into a sudden sleep.

                         FIYERO (O.S.)
               Well, are you coming?

     Elphaba turns and, through the poppy pollen, she sees:

     Fiyero, at the door, the sleeping Cub in his arms. Elphaba
     moves to him, glances back nervously to the collapsed bodies--

                         ELPHABA
               Are they-- alright?

                         FIYERO
               They're falli ng asleep! Poppy dust.
               Come on!

     She shakes herself to attention, and they rush out--
60                                                                60
     OMITTED
61                                                                61
     EXT. OUTSKIRTS OF CAMPUS - DAY

     Elphaba and Fiyero, with the Cub, run as fast as they can--
     she spots, up ahead-- TWO BICYCLES, PROPPED AGAINST A TREE.

                            ELPHABA
               Look!

     Elphaba grabs one bike, Fiyero puts the Cub in its basket,
     then hops on the other bike, pedals off, and she follows,
     peddling at top speed, with the Cub in the bicycle basket.
62                                                                62
     OMITTED
63                                                                63
     INT. CLASSROOM - DAY

     Morrible enters the classroom to find: everyone still fast
     asleep. And the cage, empty.

                         MORRIBLE
               What in the name of Oz...?

     Nikidik wakes up, sees: the Cub is missing! He's baffled.

     Just then, the Students start to stir. They're dazed, with no
     idea what happened.

     As Galinda opens her eyes, she looks around at her friends
     and sees... Elphaba and Fiyero are gone.
                                                                 77


     CLOSE ON Morrible, her gears turning. She rushes out...
64                                                              64
     EXT. SHIZ WOODS - CLEARING - DUSK
     They abandon the bikes. Fiyero wraps the sleeping Cub in his
     jacket in front of two diverging paths. Fiyero points--

                         FIYERO
               So-- this way? Or--

     He points in the other direction--

                         FIYERO (CONT'D)
                   (adjusts Cub in his arms)
               Of course, we could go this way--

                         ELPHABA
               Don't shake him!

                         FIYERO
               I'm not!
                   (studying the Cub)
               I think he's waking up.

                          ELPHABA
               Well, we can't let him loose just
               anywhere, we've got to find
               someplac e safe!

                           FIYERO
               I realize that!
                    (then)
               You think I'm really stupid, don't
               you.

                         ELPHABA
               No! Not really stupid.

     Suddenly they hear VOICES in the distance. Fiyero points to
     one path; lushly overgrown--

                         FIYERO
               This way. Come on--

     Fiyero pulls the Cub from his jacket. Elphaba leans close to
     check the Cub, but it trembles and draws back, afraid--

                         ELPHABA
               You don't need to be scared of me--

     Fiyero gently puts t he frightened Cub down. As Elphaba
     studies it, concerned... Fiyero studies her.
                                        78


          FIYERO
Why is it you're always causing
some sort of commotion?

          ELPHABA
I don't cause commotions, I am one!

          FIYERO
That's for sure.

          ELPHABA
So I should just keep my mouth
shut?! Is that what you're saying?

          FIYERO
No, I'm saying--

          ELPHABA
You think I want to be this way?
You think I want to care this much?

          FIYERO
I just meant--

          ELPHABA
You think I don't know how much
easier my life would be if I
didn't?!

           FIYERO
D o you ever let anyone else talk?

           ELPHABA
Oh. Sorry.
    (beat)
But can I just say one more thing?

          FIYERO
Uh, I think you are--

          ELPHABA
You could've walked away back
there.

          FIYERO
So?

          ELPHABA
So no matter how shallow and self-
absorbed you pretend to be--
                                                            79


                    FIYERO
          Excuse me, there's no pretense
          here: I happen to be genuinely self-
          absorbed and deeply shallow.

                    ELPHABA
          No, you're not. Or you wouldn't be
          so unhappy.

She looks at him, and sees him. He's suddenly uncomfortable.

                    FIYERO
          Fine. Look-- if you don't want my
          help--

                    ELPHABA
          No. I do--!

She grabs his arm. It's a charged moment. She quickly lets
go, turns back to the Cub, covering.

                    ELPHABA (CONT'D)
          His heart is poundi ng. I didn't
          mean to frighten him.

                    FIYERO
          What did you mean to do, back
          there? And why was I the only one
          you didn't do it to?

They're looking at each other.

                    ELPHABA
          You're bleeding.

                    FIYERO
              (still looking at her)
          I am?

                    ELPHABA
              (looking back at him,
               mesmerized)
          It must've scratched you.

Fiyero nods, staring at her.

                    FIYERO
          Yeah... Or maybe it scratched me,
          or something.

Elphaba reaches out to touch his face. Fiy ero abruptly moves.
                                                                 80


                          FIYERO (CONT'D)
                I better get to safety. I mean--
                the Cub--

                          ELPHABA
                Yes, of course--

                          FIYERO
                Get the cub to safety...

      He runs off with the Cub. She instinctively starts after him--

                            ELPHABA
                Fiyero--!

      SONG: "I'M NOT THAT GIRL"

      She looks down at her hand. The hand that touched-- his face.

                          ELPHABA (CONT'D)
           HANDS TOUCH, EYES MEET
           SUDDEN SILENCE, SUDDEN HEAT
           HEARTS LEAP IN A GIDDY WHIRL
           HE COULD BE THAT BOY
           BUT I'M NOT THAT GIRL

      Elphaba leans on a branch and it bends along with her,
      dipping her, as if it's her dancing partner.

                          ELPHABA (CONT'D)
           DON'T DREAM TOO FAR
           DON'T LOSE SIGHT OF WHO YOU ARE
           DON'T REMEMBER THAT RUSH OF JOY
           HE COULD BE THAT BOY
           I'M NOT THAT GIRL
           EV'RY SO OFTEN WE LONG TO STEAL
           TO THE LAND OF WHAT-MIGHT-HAVE-BEEN
           BUT THAT DOESN'T SOFTEN THE ACHE WE FEEL
           WHEN REALITY SETS BACK IN

      Determined to return to reality, Elphaba starts back--
64A                                                            64A
      EXT. OUTSKIRTS OF SHIZ CAMPUS
                           ELPHABA
           BLITHE SMILE, LITHE LIMB
           SHE WHO'S WINSOME, SHE WINS HIM
           GOLD HAIR WITH A GENTLE CURL
           THAT'S THE GIRL HE CHOSE
           AND HEAVEN KNOWS
           I'M NOT THAT GIRL...
                                                                   81

65                                                                65
     EXT. SHIZ QUAD - NIGHT
     Elphaba enters the quad, and suddenly-- there's Fiyero,
     coming towards her.

     ON ELPHABA: Her heart leaps-- But then she sees: Galinda.
     hurrying towards him.

     Elphaba ducks behind an archway, watching: as they embrace.
     Forcing herself to look. To accept.

                          ELPHABA
          DON'T WISH, DON'T START
          WISHING ONLY WOUNDS THE HEART
          I WASN'T BORN FOR THE ROSE AND PEARL
          THERE'S A GIRL I KNOW
          HE LOVES HER SO

     Elphaba watches covertly as, across the quad, Fiyero and
     Galinda meet up with Boq and Nessa. The two couples go off
     together. And she lets go of the dream-- of being like them.

                         ELPHABA (CONT'D)
          I'M NOT THAT GIRL...

     Elphaba turns and heads in the opposite direction... alone.

                                                 FADE TO BLACK:
66                                                                66
     OMITTED
                                                                  82


     We hear over black:

                         MORRIBLE (O.S.)
               MISS ELPHABA-- COME AT ONCE!
67                                                               67
     EXT. SHIZ - ENTRANCE COURTYARD / BALCONY - DAY
     Elphaba and Galinda burst through the doors of Madame
     Morrible's quarters onto the balcony.

     THEIR POV: Below, on the lawn, AN EXCITED CROWD has gathered.
     And in the middle of it stands a beaming Morrible-- who spots
     Elphaba on the balcony, motions to her...

     The girls rush down to Morrible, who points...

                         MORRIBLE
               Miss Elphaba-- Look!

     Elphaba and Galinda look up to see...

     IN THE SKY: A MINIATURE HOT AIR BALLOON

     ...with the words "Omaha State Fair" painted on the side,
     attached to a tiny basket. As it gets closer, they hear the
     TINKLING of a MUSIC BOX.

     Elphaba looks from the little balloon, back to Morrible.

                         MORRIBLE (CONT'D)
               I finally heard back from the
               Wizard. And look--!
                                                            83


The MUSIC BOX TUNE SLOWS DOWN, as the little balloon lands...
at Elphaba's feet. Galinda and Elphaba exchange a look of
total wonder. The Student onlookers are riveted.

Elphaba kneels down to examine it, and sees: Nestled in the
balloon's basket-- a bright green envelope. It reads: "For
Miss Elphaba Thropp" in exquisite calligraphy.

As the Students jostle each other and lean in, Galinda is
pushed aside. She stands at the back of the crowd. For the
first time, she's not the center of attention.

Elphaba opens the note and reads aloud:

                    ELPHABA
          "His Royal Ozness, the Wonderful
          Wizard of Oz, summons you most
          ceremony-ishly to his personal
          Palace in the Emerald City."

El phaba squints, to read the fine print:

                     ELPHABA (CONT'D)
          "This invitation is non-
          transferable."
              (looking up, in wonder)
          Oh Madame!

This news RIPPLES through the Students, including Pfannee and
ShenShen. Morrible picks up the hot air balloon. There's a
crank attached to the music box. Morrible winds it back up,
and sends it back into the air, as...

Pfannee, ShenShen, and Other Students surround Elphaba,
congra tulating her. Elphaba is giddy; it's like her fantasy!
Morrible pulls her aside, speaks quietly, confidentially...

                    MORRIBLE
          This is your chance. To make good.
          Of course, you'll have to prove
          yourself first.

                    ELPHABA
              (brought up short)
          Prove myself?

                    MORRIBLE
          Prove yourself worthy. Dearie, this
          is the Wizard of Oz! If he's going
          to grant your heart's desire--

                    ELPHABA
          But-- prove myself how?! It's too
          soon, I'm not ready--!
                                                              84


                    MORRIBLE
          Don't be so pessi-mystical. You'll
          find a way. I have faith in you.

As Elphaba takes this in. It starts to rain.

Galinda makes her way through the crowd of Students over to
Elphaba-- just as Morrible, protective, hastily opens an
umbrella, holds it over Elphaba.

                    MORRIBLE (CONT'D)
          Mustn't let you get wet! Not when
          you're on the cusp of greatness!

Morrible makes a few bold, sorceress-y gestures, and the rain
stops instantly. Elphaba, Galinda, and the students are
stunned, then impressed.

                    GALINDA
              (to Pfannee and ShenShen)
          What did Madame Morrible just say?

                    PFANNEE/SHENSHEN
          That Elphaba mustn't get wet!

Galinda looks at Elphaba-- their eyes meet. Galinda goes to
embrace her roommate, but Morrible pulls Elphaba aside again,
whispers to her--

                    MORRIBLE
          My powers are purely
          meteorological. I can stop and
          start rain, make a bit of wind. But
          you, Dearie, I believe--

Morrible regards Elphaba with motherly pride, then gently
tilts Elphaba's chin up, till she meets her gaze.

                    MORRIBLE (CONT'D)
          Your powers could be...

                     ELPHABA
              (hardly dares say it)
          Unlimited?

                    MORRIBLE
     NOW YOU'RE OFF TO MEET THE WIZARD
     MAKE ME PROUD...

                     ELPHABA
          I will--
               (sings)
     I'LL TRY.
                                                                   85


                         MORRIBLE
          AND THERE YOU'LL FIN'LLY BE:
          THE WIZARD--

                         ELPHABA
          AND I...
68                                                                68
     EXT. TRAIN STATION - PLATFORM - DAY
     Charmingly old fashioned, bustling with HUMANS and ANIMALS...
     A gleaming green TRAIN sits beside the platform.

     FIND: Elphaba, in stylish black travel garb, being fussed
     over by Galinda.

                         GALINDA
               Now, you're sure you have
               everything?
                   (no response)
               Elphie!

                         ELPHABA
                   (staring past Galinda)
               I can't believe it.

     Galinda follows her gaze, to see:

     Nessa, with their father, Governor Thropp, coming towards
     them. Elphaba stares, stunned, as

     Nessa and Governor Thropp approach--

                         NESSA
               Look who's come to see you off!

                         ELPHABA
               Father! I-- I never dreamed--

     Now Elphaba sees Dulcibear, her former Nanny--

                         ELPHABA (CONT'D)
               And Dulcibear! How are you?

     Dulcibear starts to reply, then-- gives Elphaba a Bear hug
     instead, just as Madame Morrible joins them, breathless--

                         MORRIBLE
               Governor Thropp-- you received my
               message! So good of you to come!

                         GOVERNOR THROPP
               Of course! I treasure any chance to
               see my dear daughter.
                                                            86


Governor Thropp kisses Nessa on the cheek. Morrible,
Dulcibear, and Galinda all clock the effect this has on
Elphaba. Morrible turns to Governor Thropp.

                    MORRIBLE
          And such an honor, that your other
          daughter be welcomed by the Wizard.

                    GOVERNOR THROPP
          Yes. Let's just hope she makes a
          good impression.

This lands hard on an already nervous Elphaba--

                    GALINDA
          I'm sure she will.

Just then--

                       PFANNEE/SHENSHEN (O. S.)
          Elphaba--!

Suddenly Elphaba is engulfed by a group of Students,
showering her with hugs and good wishes.

Boq appears from out of this crowd. Nessa brightens--

                    NESSA
          There you are! Father, this is Boq,
          the boy I wrote to you about!

                    BOQ
              (distracted)
          What? Oh, yes, Governor Thropp...
          good to meet you.

Governor Thropp shakes Boq's hand.

                    GOVERNOR THROPP
          I've heard so much about you. My
          Nessarose is very pre cious to me...
          You'd better take good care of her.

Boq's collar suddenly feels tighter. He gulps, backs away--

                    BOQ
          I understand. Well. I should-- uh--
              (abruptly, to Galinda)
          May I speak with you? Privishly?

Before she can answer, Boq pulls her aside. Elphaba and
Nessa, startled, watch as Boq moves off, with Galinda.

Boq continues quietly, with deep emotion, to Galinda...
                                                                  87


                         BOQ (CONT'D)
               That day. When you asked me to ask
               Nessa out... you said I'd be your
               hero. You gave me hope!

                         GALINDA
               But-- I give everyone hope.

     Overcome, Boq bolts.

                            NESSA
               Boq!

     Nessa moves to Galinda, upset--

                         NESSA (CONT'D)
               What did you say to him?

     Galinda is tongue tied. Elphaba sees her sister's distress--

                         ELPHABA
               I'll find him--

     Elphaba rushes after Boq. Galinda, twinged with guilt, kneels
     to face Nessa, and somehow repai r this.

                            GALINDA
               Nessa...

     Nessa, upset, turns away from her. Galinda spots: Avaric, in
     the crowd of Students. She watches as Avaric glances over at
     Nessa, takes a step in her direction.

                         GALINDA (CONT'D)
               There are other boys. Who you may
               not have noticed. Who've noticed
               you.

                         NESSA
                   (a beat)
               But-- they're not Boq.
69                                                               69
     EXT. TRAIN STATION - TICKETING STRUCTURE - MOMENTS LATER
     Elphaba sees Boq inside this structure. She enters--
70                                                               70
     INT. TRAIN STATION - TICKETING STRUCTURE - SAME

                            ELPHABA
               Boq...?

     He turns to her, in tears-- it makes her want to cry.
                                                                88


                          ELPHABA (CONT'D)
               Oh, Boq.

                         BOQ
               I still have hope.

                         ELPHABA
               You shouldn't.

                         BOQ
               You don't know that! Your dreams
               are coming true, why not mine?!

     TICKET BUYERS are staring at them... Elphaba pulls him aside.

                         ELPHABA
                   (can't help herself)
               Why can't you just love my sister?

                         BOQ
               Because I can't!
                   (a beat)
               You think I like seeing Nessa hurt?
               I hate hurting anyone, but I can't
               just change my feelings. Could you
               change yours, f or Fiyero?

                         ELPHABA
               What?! I-- I have no feelings for
               Fiyero!

     He looks at her: suddenly alarmingly calm.

                         BOQ
               Oh, I'm sorry, I misunderstood. I
               thought we were being honest.

     And before she can respond, he exits.
71                                                             71
     EXT. TRAIN STATION - PLATFORM
                          GALINDA
               Elphie!

                         ELPHABA
               Where's Nessa?

                         GALINDA
               She left with your father. She said
               to wish you safe travels.
                   (off Elphaba's concern)
               She'll be fine, Elphie. She'll have
               to manage without you. We all will.
                                                             89


                    ELPHABA
          Oh, you'll barely notice I'm gone.
          You have Fiyero!
              (trying to sound casual)
          Where is he, anyway? Not that I
          expected him to say goodbye to me.
          I mean, we barely know each other.

                    GALINDA
          I barely know him either, anymore!
          He's-- different. Distant, and
          moodified... and he's been
          thinking, which really worries me.

Elphaba's trying to absorb this, as Galinda continues...

                    GALINDA (CONT'D)
          It all started th at day Doctor
          Dillamond was fired. I never knew
          Fiyero cared so much about that old
          Goat.

As Elphaba struggles to shove down the emotions this stirs in
her... Galinda suddenly waves excitedly--

                    GALINDA (CONT'D)
          Oh, there he is! He did come!
          Fiyero! Over here, dearest!

Fiyero approaches, a poppy in his lapel. The students who
arrived with Galinda, now enjoying the MUSIC, wave to him.

                    FIYERO
          Elphaba. I'm happy for you.

                    GALINDA
              (takes his arm)
          Yes, we are both so happy for you!

                    FIYERO
              (awkward pause, then)
          I've been thinking.

                    ELPHABA
          Yes, I-- heard.

                    FIYERO
          About Dillamond. And that Lion Cub.
          I think about that day a lot.

                     ELPHABA
          So do I.

Galinda looks from one, to the other, then--
                                                              90


                    GALINDA
          Oh, me too! I think about it
          constantly. Poor Doctor Dillamond--
          it makes one want to take a stand.
          In fact-- attention, everyone!

She signals, and the CHATTERING STUDENTS obediently go
SILENT. Galinda has zero idea what she's going to say, her
desperation, added to her charm, equals: riveting.

                    GALINDA (CONT'D)
              (to the assembled throng)
          I am-- changing my name.

                       FIYERO
          Your name?

                    GALINDA
          Since Doctor Di llamond had his own,
          Goat-like way of pronouncifying my
          name-- in solidarity, and to
          express my... uh... outrage...

Both Fiyero and Elphaba watch her in amazement as Galinda
continues loudly, in a desperate bid for Fiyero's attention--

                    GALINDA (CONT'D)
              (a noble sacrifice)
          I will henceforward be known-- no
          longer as "Ga-linda"... but as
          simply: "Glinda."

Elphaba's jaw drops in shock. Then-- APPLAUSE from the
St udents, as well as random TRAVELERS, who overheard.

                    SHENSHEN
          She's so good.

                       PFANNEE
          She so is.

In the very back of the station-- FIND Morrible: watching
from afar, and registering the power Galinda has, to charm
and affect a crowd. Then, as she turns and moves off--

Galinda, now GLINDA, turns to Fiyero, hopeful... but he's
backing away--

                    FIYERO
          Very-- admirable, uh-- "Glinda."

                       GLINDA
          Fiyero--!
                                                              91


Fiyero awkwardly thrusts the poppy at a disconcerted Elphaba.

                    FIYERO
          Elphaba. Good luck.

Elphaba takes the flower from him. Neither knows what to say.
Then-- Fiyero rushes off, as the other students call out
(with admiration) to Elphaba:

                    VARIOUS STUDENTS
          Good fortune, Elphaba!/Our best to
          the Wizard!/Don't forget us!

They follow Fiyero. Glinda, devastated, turns to Elphaba.

                    GLINDA
          There! You see?

Elphaba is flooded with both compassion and secret guilt--

                    ELPHABA
          Don't cry, Galinda...

                    GLINDA
          It's Glinda now! Stupid idea, I
          don't even know what made me do it!

                    ELPHABA
          It doesn't matter what your name
          is, everyone loves you!

                    GLINDA
          I don't care! I want him! I don't
          even think he's perfect anymore,
          and I still want him!
              (a revelation)
          This must be what other people feel
          like. How do they bear it?

As WE HEAR--

                     CONDUCTOR (OS.)
          All aboard for the Emerald City
          Unlimited!

Glinda hastily wipes her tears--

                    GLINDA
          Come on, you'll miss your train!

As Elphaba steps onboard--

                    GLINDA (CONT'D)
          Oh! I almost forgot!
                                                                92


     Glinda hands her a small guidebook. Elphaba reads the cover:

                         ELPHABA
               "If You Have Just One Day in The
               Emerald City."

     She looks back at Glinda, visibly touched.

                         GLINDA
               Now don't you cry! You're going to
               have the wonderfullest time.

     The locomotive begins to slowly chug forward. Glinda walks
     beside it, tears in her eyes, watching Elphaba. A beat, then--

                         ELPHABA
               Come with me.

     Glinda is now almost running be side the train.

                          GLINDA
               What?!

                         ELPHABA
               To see the Emerald City, and meet
               the Wizard!

                          GLINDA
               But--

                         ELPHABA
                   (reaching out her hand)
               Come on!

     Glinda runs faster-- grabs Elphaba's hand, then terrified;
     exhilarated, she leaps, and Elphaba pulls her onto the train.
72                                                             72
     INT. TRAIN - PASSENGER CAR - SAME
     The girls topple over, breathless; LAUGHING... As they get to
     their feet, brush each other off... Glinda pulls her friend
     into a grateful hug--

     SONG: "ONE SHORT DAY"
73                                                             73
     INT. TRAIN - PASSENGER CAR - LATER
     The girls sit next to each other, Glinda's perfect veneer now
     askew from her mad dash. Both girls look out the window.

     The train WHISTLE BLASTS and when Elphaba looks up--

     Glinda suddenly turns green.
                                                                93


     Elphaba stares at her in shock, then realizes: that it's the
     reflection of the Emerald City, shining through the windows!
     They've arrived!

                         TRAVELERS
          ONE SHORT DAY
          IN THE EMERALD CITY...

     The girls gaze out the window, marveling at the city, off in
     the distance, carved out of giant mounds of emerald.

                          TRAVELERS (CONT'D)
          ONE SHORT DAY
          IN THE EMERALD CITY...
          EMERALD CITY...

     As the train pulls into the city, Elphaba and Glinda catch
     their breaths, and press their faces against the window, in
     happy anticipat ion-- they're so close to the Wizard now!
74                                                             74
     EXT. EMERALD CITY - DOWNTOWN - DAY
                          OTHER TOURISTS
          ONE SHORT DAY
          IN THE EMERALD CITY
          ONE SHORT DAY
          FULL OF SO MUCH TO DO
          EV'RY WAY
          THAT YOU LOOK IN THIS CITY
          THERE'S SOMETHING EXQUISITE
          YOU'LL WANT TO VISIT
          BEFORE THE DAY'S THROUGH!

     Elphaba and Glinda step off the train and take in the
     sparkling, glorious Downtown.

     An array of well-dressed OZIANS bustle about merrily. And all
     around, images of hot air balloons ...
75                                                             75
     SERIES OF QUICK CUTS: QUOXWOOD TREES, A DRESS SALON, A
     LIBRARY, A STREET VENDOR, A MUSEUM

                         ELPHABA
          THERE ARE BUILDINGS TALL AS QUOXWOOD TREES

                          GLINDA
          DRESS SALONS

                          ELPHABA
          AND LIBRARIES

                          GLINDA
          PALACES!
                                                                   94


                           ELPHABA
          MUSEUMS!

                         BOTH
          A HUNDRED STRONG...
          THERE ARE WONDERS LIKE I'VE NEVER SEEN

                           GLINDA
          IT'S ALL GRAND

                         ELPHABA
          AND IT'S ALL GREEN

                         BOTH
          I THINK WE'VE FOUND THE PLACE WHERE WE
          BELONG!

     They arrive at the heart of the city. It pulses with life.

     The shops glitter, the people sparkle. CRAZY RICH OZIANS
     stroll by. And everywhere the girls look, they're seeing:

     SUCCESSFUL WOMEN-- ARTISTS, ENTREPRENEURS, MOTHERS. Her e,
     you can be respected for who you are, or who you want to be.

     Elphaba and Glinda take it all in, utterly mesmerized.
                                    (CONT'D)
                         BOTH
          I WANNA BE
          IN THIS HOI POLLOI

                         ELPHABA
          SO I'LL BE BACK FOR GOOD SOMEDAY

                         GLINDA
          TO MAKE MY LIFE AND MAKE MY WAY

                         BOTH
          BUT FOR TODAY WE'LL WANDER AND ENJOY...

     They pass: A BEAUTY SALON. The sign in the window reads: "OFF
     TO SEE THE WIZARD? SEE US FIRST!" Glinda looks at Elphaba,
     who s tarts to back away, but then...
76                                                                76
     INT. EMERALD CITY SALON / DRESS SHOP - DAY
     Using outlandish (and humorous) Ozian beauty treatments,
     HUMAN and ANIMAL BEAUTICIANS perform a makeover on our girls.

                         HUMAN BEAUTICIANS
          ONE SHORT DAY
          IN THE EMERALD CITY
          ONE SHORT DAY
                                                                95


          TO HAVE A LIFETIME OF FUN
          ONE SHORT DAY...
77                                                             77
     EXT. EMERALD CITY - LATER
     The girls, now made-over, hit the street again-- (Elphaba's
     had her nails done, and Glinda's had everything done.)

                         ELPHABA/GLINDA
          AND WE'RE WARNING THE CITY:
          NOW THAT WE'RE IN HERE
          YOU'LL KNOW WE'VE BEEN HERE
          BEFORE WE ARE DONE!

     Elphaba studies the sights, fascinated; Glinda studies... the
     contents of Elphaba's envelope from the Wizard, and finds:

                         GLINDA
               Free passes to Wiz-o-mania!
78                                                             78
     OMITTED

79                                                             79
     INT. EMERALD CITY - WIZ-O-MANIA

     It's like a theme park "ride," Ozian style. Elphaba and
     Glinda are seated in a little car, (we glimpse a car or two
     behind them, containing TOURISTS.) The car travels our Girls
     up to the entrance of the ride. They read the sign on the
     doors aloud, together--

                         ELPHABA/GLINDA
               "Wizomania! How our Wonderful
               Wizard Saved Oz: a Histor-istical
               Journey."

     The doors swing open and they ride into a mysterious setting,
     with stage-effect fog. A SINGER and CHORUS begin the show.

                         NARRATOR
          LONG LONG AGO
          LONG BEFORE WE CAN RECALL
          THERE LIVED HERE IN OZ
          THE MAGICAL WISE ONES

                         CHORUS
          AHH AHH AHH
          THE MAGICAL WISE ONES

     Two mysterious figures emerge out of the fog...

                         NARRATOR
          THE WISEST OF THEM ALL!
                                                             96


Now we make out that the figures are TWO WISE WOMEN...

                    WISE WOMAN ONE
     WE WILL NOT LIVE FOREVER
     THAT I CAN FORESEE

                    WISE WOMAN TWO
     SO LET US SET DOWN ALL OUR MAGIC...

                    WISE WOMAN ONE
     IN A STRANGE AND SECRET LANGUAGE...

                      BOTH WISE WOMEN
     IN A BOOK:

                      ALL
     THE GRIMMERIE!

The Wise Women somehow make an oversized replica of the
Grimmerie appear...

                    BOTH WISE WOMEN
     AND WITH THIS MAGIC BOOK WE'LL BLESS
     ALL OZ WITH MERRY- NESS!

The ride moves them into a new area, bright and colorful--
The Merry Land of Oz. Smiling DANCERS, some dressed as
ANIMALS, cavort.

                    ELPHABA
              (whispers to Glinda)
          Why aren't they using real Animals?

Before Glinda can answer, the music and atmosphere turns
somber--

                    NARRATOR
     BUT TIME TICKED EVER ONWARD, DAY BY DAY
     AND ALL THOSE WHO COULD READ IT PASSED AWAY

The Wise Women, now perhaps costumed to look "o ld", abruptly
"pass away" by collapsing into a prone position.

                    ALL
     TILL ONE DAY NO ONE COULD...

The Wise Women pop their heads up for one last comment--

                    BOTH WISE WOMEN
     AND WITHOUT OUR ANCIENT WISDOM
     THERE TOOK ROOT THE SEEDS OF WOE...

                    CHORUS
     WOE... WOE... WOE... WOE...
                                                           97


                    NARRATOR
     AND DISCONTENT AND DISCORD...

                       CHORUS
     DISCORD!

                       ALL
     BEGAN TO GROW!

                      NARRATOR
          But!    There was a prophecy...

They ride into the next area-- a large field. THE TWO WISE
WOMEN now float as spirits (suspended from visible wires) in
the "clouds" above...

                    WISE WOMAN ONE
     IN OZ'S DARKEST HOUR
     THOUGH WE CANNOT SAY WHEN...

                    WISE WOMAN TWO
     THERE WILL COME ONE WITH THE POWER
     TO READ THE GRIMMERIE AGAIN!

                    CHORUS
     AHH AHH AHH AHH AHH
     AND OZ ONCE MORE WILL BE SO MERRY THEN!

                    BOTH WISE WOMEN
              (pointing up)
          Look!

An animatronic "Wizard" is lowered, a bit jerkily, in a two-
dimensional cardboard balloon.

                    CHORUS
     THIS MAN WHO COMES OUT OF THE BLUE
     IS HE THE PROPHECY?
     THERE'S ONE WAY WE'LL KNOW IF IT'S TRUE...

                    NARRATOR
     FETCH THE GRIMMERIE!

The Grimmerie is brought to the "Wizard."

                        WIZARD
                ("reading" the book)
          O ... ma ... hah!   O... ma ... ha h!

                    AN ACTOR (SS?)
          He can read it!

                    ANOTHER ACTOR (WH?)
          He must be a Wizard!
                                                                     98


                            WISE WOMAN ONE
             THE PROPHECY FULFILLED!

                            WISE WOMAN TWO
             WHAT MERRYNESS HE'LL BRING!

                            ALL (V.O.)
             NOW EV'RY OZIAN RAISE A VOICE
             AND SING! AND SING! AND SING:

        The ride has arrived in an expansive, colorful area-- and the
        ENTIRE COMPANY surrounds them, breaking into a joyous dance
        number, and backing the Two Wise Woman (now back from the
        dead) as confetti falls from the "sky" above--

                             WISE WOMAN TWO
             WHO'S THE MA GE
             WHOSE MAJOR ITINERARY
             IS MAKING ALL OZ MERRIER?

                             WISE WOMAN ONE
             WHO'S THE SAGE
             WHO SAGELY SAILED IN TO SAVE
             OUR POSTERIERS?

                            ENTIRE COMPANY
             WHOSE ENTHUSE FOR HOT AIR BALLOONING
             HAS ALL OF OZ HONEYMOONING?
             WOO--OO--OO
             ISN'T HE WONDERFUL?
             (OUR WONDERFUL WIZARD!)

          BOTH WISE WOMEN AND OTHERS      ELPHABA, GLINDA & TOURISTS
        WHO'S THE MAGE                     (in counterpoint)
        WHOSE MAJOR ITINERARY           ONE SHORT DAY
        IS MAKING ALL OZ MERRIER?       IN THE EMERALD CITY
        WHO'S THE SAGE                  ONE SHORT DAY
        WHO SAGELY SAILED IN TO SAVE    TO HAVE A LIFETIME OF FUN
        OUR POSTERIORS

80-81                                                             80-81
        OMITTED
82                                                                   82
        EXT. EMERALD CITY - LATER

        Elphaba and Glinda glide along the streets, headed for the
        Wizard's Palace, up ahead, as they sing with the Crowd--

                            ELPHABA, GLINDA & CROWD
             WHAT A WAY
             TO BE SEEING THE CITY...

        There's a huge GROUP OF HOPEFULS, all trying to see the
        Wizard, held back by a green gate, and a GATEKEEPER.
                                                                      99

        Elphaba steps forward, holds up her personal invitation--

        The Crowd and the gate parts, revealing:

        THE PALACE STEPS, leading up to the entrance. TWO GUARDS are
        stationed on balconies on either side of the entrance door.

        As Elphaba and Glinda ascend these stairs...

                            ELPHABA/GLINDA
             WHERE SO MANY ROAM TO
             WE'LL CALL IT HOME TOO
             AND THEN, JUST LIKE NOW WE CAN SAY:
             WE'RE JUST TWO FRIENDS...

                             ELPHABA
             TWO GOO D FRIENDS...

                            GLINDA
             TWO BEST FRIENDS...

                            ELPHABA/GLINDA/CROWD
             SHARING ONE WONDERFUL
             ONE SHORT--!

                              GUARD
                    The Wizard will see you now!

        The Palace doors open!

                              ELPHABA/GLINDA/CROWD
             DAY!

83-84                                                          83-84
        OMITTED
85                                                                   85
        INT. WIZARD'S PALACE - HALL OF GRANDIOSITY - NIGHT

        It's (almost comically) ornate. Identically uniformed MONKEY
        GUARDS stand at attention against either wall.

        More doors open, revealing CHISTERY, a more impressively
        uniformed Monkey, with a commanding, dynamic energy. Chistery
        nods solemnly to Elphaba, and motions her to follow him, but
        then-- stops, noticing Glinda. Elphaba takes Glinda's hand.

                              ELPHABA
                    She's with me.

        Chistery hesitates, then no ds again, giving his permission.
        Glinda shoots Elphaba a look of intense gratitude, and the
        girls look at each other in excited anticipation, then follow
        Chistery, drinking in the opulence as they move into...
                                                               100


     Suddenly Elphaba stops walking, frozen with fear. Glinda
     takes Elphaba's shoulders, looks into her eyes.

                         GLINDA
               Listen to me, Elphaba Thropp. You
               can do this. You can do anything!

     She holds out her hand, Elphaba takes it, gratefully, and
     they go forward together, turn the corner-- then stop short.
86                                                                86
     INT. WIZARD'S PALACE - THRONE ROOM - CONTINUOUS
     AN ENORMOUS HEAD, ON A THRONE, looms over them. The girls
     summon their courage, move closer, into this DARK SPACE--

     Suddenly, the HEAD LIGHTS UP-- and SPEAKS!

                            OZ HEAD
               I. AM. OZ!

     The girls, terrified, clutch each other--

                         GLINDA
               Oh, Elphie!

                         OZ HEAD
               I. AM. OZ! The Great and Terrible.
               Who are you and why do you seek me?

                            ELPHABA
               Uhhh--

                         GLINDA
                   (petrified, to Elphaba)
               Say something, say something--

                          OZ HEAD
               SAY SOM ETHING!

     Elphaba bravely steps forward.

                         ELPHABA
               I am Elphaba. Thropp. Your Oz-ness.
               And this is--

     Suddenly the Head "TURNS OFF," and from behind the curtain
     that surrounds it we hear:

                         WIZARD (OS.)
               Oh, is that you, Elphaba?

     A MAN peeks out from behind the curtain. This is the WIZARD!
     Extraordinarily ordinary, with an inner motor-- like he's
     been elected, but is still trying to get your vote.
                                                            101


Now he greets Elphaba with genuine warmth, pumps her hand--

                    WIZARD (CONT'D)
          Hope I didn't startle you-- it's so
          hard to make out people's faces
          when I'm back there!

Elphaba stares, star struck.

                    WIZARD (CONT'D)
              (disarmingly sincere)
          It's so good to meet you, Elphaba.

Everyone turns to Elphaba. She's utterly overwhelmed, just
trying to breathe. The Wizard studies her, then--

                    WIZARD (CONT'D)
          Well, what have we here?

The Wizard tak es a coin out of Elphaba's ear, magician style.
It breaks the ice. Elphaba laughs, Galinda claps. The Wizard
winks at Elphaba, presents the coin to her with a flourish.

                    WIZARD (CONT'D)
          For you. My special guest.

                    ELPHABA
              (finally manages to speak)
          Thank you, your Ozness.

                    WIZARD
              (to Glinda)
          And this is--?

He turns to Glinda, who performs an impressive curtsey.

                    GLINDA
          Glinda. The "GA" is silent.

He sees them glancing nervously at the intimidating Oz Head.

                     WIZARD
          I know, it's a bit much. But folks
          expect this sort of thing--
              (half sings, dances this)
          --and ya gotta give the people what
          they want!
              (re: the Oz Head)
          And if you think that's big--

He claps his hands together, excited, turns to Elphaba...
                                                             102


                    WIZARD (CONT'D)
          Wait'll you see this! Walk with
          me...

He takes her arm, and as they walk-- LIGHTS COME UP; we see:

Chistery, along with the other (Monkey) Emerald Guards,
standing at attention... and now it's clear--

That what appeared to be a small dark room is actually
enormous, and filled with various, eccentric inventions.

Elphaba stares, fascinated, at everything-- then notices: A
life-sized portrait of the Wizard, 20 years younger.

The Wizard steers her toward an incredibly detailed,
miniature model of the Land of Oz with a red brick road
running through it.

                    WIZARD (CONT'D)
          The Oz of Tomorrow!

As the girls, agog, move closer, charmed by the details--

                    WIZARD (CONT'D)
          Girls-- this road will change the
          future of Oz. Folks need direction.
          Once it's built, they'll always
          know, if they just follow the road,
          it'll lead `em right to me!

            GLINDA                          ELPHABA
Look, there's Shiz!              And Munchkinland!

                    WIZARD
          And get a load of this!

The Wizard presses a button on an odd remote control dev ice
and suddenly the model's red brick road changes to blue!

                     WIZARD (CONT'D)
          Can't decide what color the bricks
          should be.
              (to Elphaba)
          Here, you try it--

Elphaba presses the button, and the blue bricks turn purple!
Elphaba, excited, presses the button again, then again, and
the bricks turn orange, then yellow, then red...

                    GLINDA
          Wait, go back one...

The Wizard presses the button, now the bricks are yellow .
                                                          103


                    WIZARD
          Really? The yellow?

                    GLINDA
          It just says "road" to me.
              (looking closer)
          There's the palace! And-- oh,
          Elphie, look!

Glinda points-- and we, along with Elphaba, see: A perfect
replica of the Palace. The girls peer through a tiny window.

THEIR POV: In the miniature throne room, a tiny replica of
the Wizard himself!

                    WIZARD
          Oh! Almost forgot--

The Wizard reaches into his pocket, and, to Elphaba's utter
amazement, holds out a tiny replica of... herself.

Elphaba looks at it, then at him-- speechless.

                    WIZARD (CONT'D)
          I had it made special--

The Wizard hands Elphaba the replica/figurine.

                    WIZARD (CONT'D)
          You keep that. And someday, we'll
          put it inside there, next to mine.
          And you'll call this place... your
          home.

It's like Elphaba has waited her entire life to hear those
words. She stares down at the tiny Elphaba in her palm...

                     ELPHABA
              (very softly, to herself)
          It's gr een.

Then, acutely embarrassed to have spoken those words aloud,
she hastily turns away from them all, shoving the little
figurine into her pocket. Then-- feels something in there.

Elphaba quietly inches Doctor Dillamond's spectacles out of
her pocket. She stares down at them, as-- WE HEAR...

                    WIZARD
          Well- it doesn't have to be.

She just stares down at the Goat's spectacles. The Wizard
speaks softly, just to her...
                                                          104


                    WIZARD (CONT'D)
          Is that-- your heart's desire?

Elphaba places the spectacles back in her pocket, and turns,
coming face to face with him--

                    ELPHABA
              (with great conviction)
          No. My heart's desire is for you to
          help the Animals.

                    GLINDA
          But-- Elphie--
              (takes her aside)
          Are you sure you don't want to ask
          for something more personal, like--

But Elphaba cuts her off, continues to the Wizard--

                    ELPHABA
          Something bad is happen ing to them.
          They need you.

                    WIZARD
              (after a beat)
          I thought you might say that. It's
          the darndest thing, it's almost
          like-- I already know you.

                    ELPHABA
              (flooded with relief)
          Oh, your Ozness-- I knew you'd
          understand! That makes me so happy.

                    WIZARD
          Well, that's what I love best.
          Making people happy.

SONG: "A SENTIMENTAL MAN"

                     WIZARD (CONT'D)
              (sings, guileless; humble)
     I AM A SENTIMENTAL MAN
     WHO ALWAYS LONGED TO BE A FATHER THAT'S WHY
     I DO THE BEST I CAN
     TO TREAT EACH CITIZEN OF OZ AS SON--
              (beams at Elphaba)
     OR DAUGHTER--!
     SO ELPHABA, I'D LIKE TO RAISE YOU HIGH 'CUZ
     I THINK EV'RYONE DESERVES THE CHANCE TO FLY

Elphaba is now at ease, drinking in his every word...
                                                          105


                    WIZARD (CONT'D)
     AND HELPING YOU WITH YOUR ASCENT ALLOWS ME
     TO FEEL SO PARENTAL
     FOR I AM-- A SENTIMENTAL MAN...

As the Wizard has been singing, he's led them back to the Oz
Head. And we notice, beneath the enormous head: drapes--

At the Wizard's signal, Chistery opens the drapes,
revealing... A plain wooden bookstand. On it: an impossibly
old, worn book. And we hear the GRIMMERIE THEME...

Suddenly, from behind the drapes, steps...

                    ELPHABA
          Madame Morrible!

                    MORRIBLE
          Oh Dearie, I couldn't miss your big
          moment.
              (noticing Glinda, dryly)
          Neither could you, I see.

                    GLINDA
          I don't believe it. Is that...?

                    ELPHABA/GLINDA
          The Grimmerie...?

Both Elphaba and Glinda move toward it, as if magnetized...

                    MORRIBLE
          Yes. Our Ancient Book of Wisdom,
          Thaumaturgy and Enchantmen ts.

                    GLINDA
              (whispers)
          Can I touch it?

                      MORRIBLE
                (whispers)
          No.

The Wizard starts to lead Elphaba towards it then-- stops--

                    WIZARD
          Wait.
              (to Morrible)
          She may not be ready. Casting a
          spell from the Grimmerie-- that's a
          tall order! I should know!

Elphaba freezes... cast a spell? Where would she even start?
                                                          106


                    MORRIBLE
          You're right. We mustn't rush her.
          Perhaps today has been too
          overwhelming...

Elphaba, her future at stake, wills herself to say...

                    ELPHABA
          No. Let me prove myself... Please.
          At least, let me try!

She waits, tries to breathe. The Wizard seems to be weighing
this. Then he looks over to Morrible; still uncertain. But--
Morrible nods.

Elphaba moves closer and closer to the book... and then...

It opens itself to her.

Elphaba's stunned. This mystical, timeworn entity seems to
recognize her; wants to be read-- by her.

She looks back at Glinda, whose eyes are wide. The Wizard and
Morrible are equally stunned. The Wizard turns to Elphaba--

                    WIZARD
          So. Which spell will you start
          with?

                    MORRIBLE
          Well, we've been working on
          levitation--

                    WIZARD
          Have you? You know, Chistery, here--
              (he motions to Chistery)
          You've met Chistery , leader of my
          Emerald Guards?

Elphaba meets Chistery's penetrating gaze, is about to speak
to him. But the Wizard pulls Elphaba aside, speaks low--

                    WIZARD (CONT'D)
          He'd never admit it; hates to talk
          about himself-- but he watches the
          birds so longingly every morning--

                    ELPHABA
          Oh. But-- how could I-- ever--

                    GLINDA (O.S.)
          Elphie--? Look!
                                                          107


They turn, Glinda is pointing in amazement at The Grimmerie.
Its pages are turning by themselves, a whirl of
indecipherable symbols. Until... they stop at:

A PAGE WITH A DRAWING OF WINGS. Elphaba moves to it, gently
touches the wings, then the mysterious symbols, entranced...

                    ELPHABA
          Are these-- words?

                    MORRIBLE
          A lost language... our lost
          language of spells.

As Elphaba moves closer to the Grimmerie--

                    MORRIBLE (CONT'D)
          Don't be discouraged if you can't
          decipherate it, Dearie, I myself
          can only read a word or two, and
          that took years and years of--

Elphaba, transfixed, BEGINS TO CHANT, haltingly at first--

                    ELPHABA
          Ah-- tay...? Tah... tay?

                     MORRIBLE
              (can barely speak)
          Praise Oz!

                    GLINDA
              (in awe)
          Oh, Elphie...

The Wizard and Morrible take each others hands, thrilled.
Glinda stares; proud of her friend (but also-- envious).

And now Elphaba CHANTS, fluently, feverishly-- as the symbols
in the Grimmerie begin to glo w.

                    WIZARD
              (whispering to Morrible)
          She can read it!

                    MORRIBLE
          What did I tell you?

The CHANTING seems to emanate from so deep inside her that
the Wizard, Morrible, and Glinda involuntarily back away,
stunned by this wild, fierce power she's channeling.
                                                                  108


     But Elphaba becomes aware of... is that MOANING--? Then
     suddenly: A YELP OF PAIN! Elphaba turns, startled, to see
     Chistery; he's twitching...

                         ELPHABA
               Chistery! Are you all right?

     Chistery tears frantically at his waistcoat; MOANS. Elphaba
     starts towards him, but Morrible guides her back...

                         MORRIBLE
               It's just the transition, Dearie...

                         GLINDA
                   (to Elphaba)
               It's just the transition.

                         ELPHABA
               But it's hurting him !

     Elphaba breaks free-- rushes to Chistery--

                         ELPHABA (CONT'D)
               Chistery, what's wrong?

     Chistery GROANS, writhing, then his waistcoat rips open.

     Morrible and the Wizard are now studying Chistery, like two
     scientists; Glinda is silent, frozen. Then Elphaba GASPS as
     WINGS BURST OUT OF CHISTERY'S BACK.

     As his new wings flap, Chistery rises off the ground for a
     moment, before falling back down.

                         WIZARD
               Glory-osky!

                         GLIND A
               You... did it, you actually...

                         ELPHABA
               He's in pain--!
                   (to Morrible, desperate)
               Quick, how do I reverse it?

                         MORRIBLE
               Reverse it? A spell from The
               Grimmerie can never be reversed,
               did we not cover that--?

     THE SOUND OF FLAPPING WINGS drowns her out. Elphaba rushes
     past her, towards the SOUND...
87                                                                87
     OMITTED
                                                                  109

88                                                                88
      INT. WIZARD'S PALACE - HALL OF GRANDIOSITY - SAME
      ...where she discovers: the other Monkey Guards struggling,
      writhing-- SPROUTING WINGS.

                          ELPHABA
                Oh no... no...!

      Unable to control their new wings, the Monkeys start to zoom
      into the air, careening like bats with no radar. Elphaba
      backs away, horrified.

      The Wizard, Morrible, and Glinda appear, staring, amazed. The
      Wizard and Morrible turn to each other-- unable to hide their
      joy.

                          MORRIBLE
                    (to the Wizard)
                I knew it! I knew she had the
                power, I told you!

      Glinda looks at Elphaba, manages to speak--

                          GLINDA
                That was... astoundifying!

                          WIZARD
                    (to Morrible)
                It's what we hoped for! Eyes in the
                skies!

                          MORRIBLE
                Yes, they'll make perfect spies!

      Elphaba hears this, but-- can't make sense of it--

                           ELPHABA
                Spies??!

      The Wizard turns to Elphaba, and leads her back into...
88A                                                              88A
      INT. WIZARD'S PALACE - THRONE ROOM
                          WIZARD
                You're right. That's a harsh word.
                How about... scouts? They'll fly
                around Oz-- and report back any
                seditious Animal activity!

      Elphaba starts to put the pieces together.

                          ELPHABA
                Seditious Animal activity? What are
                you...?
                                                          110


                    GLINDA
          I'm sure the Wizard has a good
          reason...

Elphaba stares at the Wizard, realizing...

                    ELPHABA
          It's-- you. You're behind it all.
          People, turning against the
          Animals... it's because of you.

                    MORRIBLE
          We're doing this to keep people
          safe. All of Oz will benefit.

                    ELPHABA
              (to Morrible, realizing)
          You've known all along... from the
          moment you met me.

Morrible immediately tries to reassure her--

                     MORRIBLE
          You w ill benefit, too, Dearie. You
          must trust me--

                    WIZARD
          Elphaba... when I first got here,
          there was discord and discontent--
          and back where I come from,
          everyone knows the best way to
          bring folks together is-- give them
          a really good enemy.

Elphaba stares at both of them, seeing them with new eyes,
and then, almost against her will, she starts to understand.
That the two people she most admires-- used h er.

                    ELPHABA
              (to herself)
          But-- if you wanted spies... why
          not just make them yourself?

Elphaba opens the Grimmerie, then turns the book around to
show him the page of indecipherable symbols.

                    ELPHABA (CONT'D)
          Read it. Cast a spell.

Glinda GASPS at Elphaba's insolence.

                    MORRIBLE
          Miss Elphaba, you are talking to
          the Wizard of Oz!
                                                          111


                    ELPHABA
              (to the Wizard)
          You can't read this book at all,
          can you?
              (off his silence)
          CAN YOU?!

The Wizard walks slowly towards Elphaba, speaking gently to
her, as if calming a spooked horse...

                    ELPHABA (CONT'D)
          That's why you need spies. And
          cages... and an enemy.
              (a revelation)
          You have no real power.

The Wizard looks at Elphaba. No pretense. No guile.

                    WIZARD
          Exactly. That's why I need you.

She looks back at him, hor rified, everything she's ever been
taught, ever believed-- crumbling--

                    MORRIBLE
          Think of your future, Dearie!

The Wizard and Morrible move closer and closer to her-- and
Elphaba's eyes darken with rage.

                       ELPHABA
          Stay back!

Elphaba's eyes darken with rage. Startled, Chistery, along
with the two other Monkey Guards, flaps up to the ceiling--

Elphaba stares up at Chistery-- clearly frightened, and in
pain. She can HEAR THE BEATING OF THE OTHER MONKEYS' WING,
from out in the hall. All of it-- her doing.

The Wizard catches Glinda's eye-- Reason with her!

                    GLINDA
          Elphie, listen to them. Please.

                    WIZARD
          That's good advice, young lady.

He follows Elphaba's eyes: UP TO THE MONKEYS...

                    WIZARD (CONT'D)
          If you can do this, first time
          out... why, there's no telling how
          far you can go!
                                                                  112


      Elphaba has stopped backing away.

                          WIZARD (CONT'D)
                And I meant every word, about you
                having a home here.

      She's focused on the Wizard with every fiber of her being. Is
      he persuading her?

                          WIZARD (CONT'D)
                It'll be you, and me, and, hey-- if
                it makes you happy-- maybe even
                your friend here--?

      Glinda's jaw drops. Her dream, coming true?

                             GLINDA
                Really?

                           WIZARD
                Why not?
                    (sings)
           THE TWO OF YOU, IT'S TIME I RAISED YOU HIGH
           THE TIME H AS COME
           FOR YOU TO HAVE THE CHANCE TO--

                             ELPHABA
                NO!

      Elphaba, still holding the Grimmerie-- runs out!

                             MORRIBLE
                Elphaba--!

      The Wizard looks at Morrible in horror, who then turns to
      Glinda, cold as ice--

                          MORRIBLE (CONT'D)
                You want to do yourself some good?
                Get her back!

      Glinda, scared, nods, then-- runs out. The door SLAMS.
88B                                                               88B
      INT. WIZARD'S PALACE - HALL OF GRANDIOSITY - CONTINUOUS
      Morrible enters the hall, addresses the Monkeys--

                          MORRIBLE
                If you want to do yourselves some
                good, and keep your families safe--
                you'll stay loyal to our Wizard!

      The Monkeys rise into the air...
                                                                 113


                         MORRIBLE (CONT'D)
               Don't let her get away...!

     At that, the Monkeys explode out of every window, doorway,
     and skylight.
89                                                                89
     INT. WIZARD'S PALACE - EMERALD HALLWAY - SAME
     Elphaba runs down a hallway made completely of emeralds as
     Glinda chases after her--

                         GLINDA
               Elphie, wait!!

     Elphaba ignores her, tries various doors along the way-- all
     locked. Elphaba keeps running, Glinda is falling behind.

     The shadows of flying Monkeys dart across the semi-
     translucent, emerald walls. Shit's getting real.

                         GLINDA (CONT'D)
               Elphaba--! Please, just--

     The SCREECHING of the Monkeys gets LOUDER, comes closer--
     then a Monkey's arm grabs at Elphaba. Glinda screams--

     Elphaba barely escapes its grasp, then runs down the hall and
     skids around a corner-- where the hall comes to an abrupt
     stop.

     She bangs the dead end of the hallway in frustration, and a
     narrow, hidden door springs open-- she slips through--

     ON GLINDA: catching up to Elphaba, the Monkeys FLYING towards
     her, gaining on her...

     Glinda skids around the same corner, hits the same dead end,
     when suddenly, a green hand appears and yanks her through the
     secret door, and SLAM! The door shuts behind her.
90                                                                90
     INT. WIZARD'S PALACE - THRONE ROOM/CONTROL ROOM - SAME
     The Wizard stands behind the curtain, frantically pulls some
     levers, and the Oz head comes to life--

                         OZ HEAD VOICE
               GUARDS! GUARDS!

     The human Guards race into the Throne Room and stand at
     attention.
                                                                  114

91                                                                91
     INT. WIZARD'S PALACE - DARKENED ROOM - SAME
     Elphaba LOCKS the door behind Glinda. It's dark, except for
     the moonlight shining through a skylight in the roof. The
     girls STRUGGLE TO CATCH THEIR BREATH.

                         GALINDA
               Where are we? Elphie, please, just--

                         WIZARD'S OZ HEAD VOICE (O.S.)
               Guards! There's a fugitive at large
               in the palace! Bring her to me!

                         GLINDA
               Elphie. Listen to me--

     But Elphaba is staring at a piece of colorful fabric in the
     distance, illu minated by the moonlight...

     Elphaba steps closer, and realizes--

                         ELPHABA
               Glinda, look.

     Glinda follows Elphaba's gaze, GASPS. Suddenly, we see what
     they do...

     It's the Wizard's giant hot air balloon, deflated, hanging
     from the ceiling by its basket.

     Just then, the GUARDS BANG loudly against the door.

                           GUARD (O.S.)
               Open up!!

     The girls look at each other. Where can they go? They run
     towards the balloon, grabbing onto its tethers, pulling
     themselves up.

     They struggle as they climb up the fabric, using decorative
     hooks, webbing, and ropes to yank themselves higher.

     Suddenly-- The Guards smash through the door with a battering
     ram!

     Elphaba and Glinda climb faster, finally reaching the wicker
     basket hanging from the ceiling. They struggle to climb into
     it, then look down to see:

     The guards have started to climb the balloon. Glinda and
     Elphaba look around, desperate...

     Elphaba grabs for a sand-bag inside the basket, to throw at
     them, accidentally triggering the burner mechanism!
                                                               115


     The balloon starts to rise-- to the very top of the palace.
92                                                                92
     INT. WIZARD'S PALACE - LOWER ATTIC - SAME TIME
     Elphaba and Glinda scramble from the balloon's basket onto
     stairs that lead into

     An attic space, cluttered with cobwebs and various dust-
     covered objects from the Wizard's carny past: a unicycle, a
     set of juggling clubs, a push-cart labeled "Potions N'
     Potables" with an old broom on top of it.

     Elphaba swiftly pulls a rope loose, and the balloon plummets
     down, onto the Guards, below.

     Elphaba pushes the cart against the door, barricading it,
     while Glinda paces, fueled with adrenaline and fear.

                         GLINDA
               Oh, this is not, not, not good...

     But Elphaba is ignoring her. She's staring at the Wizard's
     possessions, and we now see that many of them are rudimentary
     prototypes of military uniforms, fantastical inventions, and
     symbols of power we have seen throughout Oz. Symbols that
     Elphaba o nce revered, now revealed to be so fake, so empty...

                         GLINDA (CONT'D)
               Why couldn't you stay calm for
               once?! Instead of flying off the
               handle--?

     SONG: "DEFYING GRAVITY"

                         GLINDA (CONT'D)
          I HOPE YOU'RE HAPPY
          I HOPE YOU'RE HAPPY NOW
          I HOPE YOU'RE HAPPY HOW
          YOU HURT YOUR CAUSE FOREVER
          I HOPE YOU THINK YOU'RE CLEVER

     Elphaba whirls on her, equally furious--

                         ELPHABA
          I HOPE YOU'RE HAPPY
          I HOPE YOU'RE HAPPY TOO
          I HOPE YOU'RE PROUD HOW YOU
          WOULD GROVEL IN SUBMISSION
          TO FEED YOUR OWN AMBITION

                         BOTH
                   (glaring at each other)
          SO THOUGH I CAN'T IMAGINE HOW
          I HOPE YOU'RE HAPPY RIGHT NOW--
                                                                 116


     Suddenly both break off, HEARING--

                         MORRIBLE'S VOICE
               Citizens of Oz! There is an enemy
               who must be found and captured!

                                                          CUT TO:
93                                                                  93
     EXT. WIZARD'S PALACE - PALACE STEPS - SAME
     Morrible is broadcasting with an Ozian microphone:

                         MORRIBLE (INTO MICROPHONE)
               Believe nothing she says!
94                                                                  94
     INT. WIZARD'S PALACE - LOWER ATTIC - SAME

     Elphaba and Glinda listen, frozen, barely breathing, as
     Morrible's voice is broadcast throughout the palace--

                         MORRIBLE'S VOICE
               She is evil-- responsible for the
               mutilation of these poor innocent
               monkeys!

                         GLINDA
               Oh no--

                         MADAME MORRIBLE (SPEAKERS)
               Her green skin is but an outward
               manifestorium of her twisted
               nature. This-- distortion, this--
               repulsion, this-- Wicked Witch!

     Glinda, shaken by Morrible's wo rds, turns to her friend--

                         GLINDA
               Don't be afraid.

                          ELPHABA
                   (after a beat)
               I'm not. It's the Wizard who should
               be afraid. Of me!
                   (then)
               I've got the book. And I'm going to
               tell everyone the truth.

     Glinda sees her quiet; reflective, takes this as an opening--

                         GLINDA
               Elphaba. Listen to me-- just say
               you're sorry--
                                                          117


     YOU CAN STILL BE WITH THE WIZARD
     WHAT YOU'VE WORKED AND WAITED FOR
     YOU CAN HAVE ALL YOU EVER WANTED...

                     ELPHABA
          I know.
              (sings)
     BUT I DON'T WANT IT--
     NO-- I CAN'T WANT IT
     ANYMORE...
              (with new understanding)
          I'm not that girl.
              (sings)
     SOMETHING HAS CHANGED WITHIN ME
     SOMETHING IS NOT THE SAME
     I'M THROUGH WITH PLAYING BY THE RULES OF
     SOMEONE ELSE'S GAME

She's backing away from his pathetic carny stuff, from all
the fraudulence and lies surrounding her...

                    ELPHABA (CONT'D)
     TOO LATE FOR SECOND GUESSING
     TOO LATE TO GO BACK TO SLEEP
     IT'S TIME TO TRUST MY INSTINCTS
     CLOSE MY EYES AND LEAP

Elphaba backs into a narrow spiral stairway. She looks up: is
that a shaft of sunlight? She starts up...

                     ELPHABA (CONT'D)
     IT'S TIME TO TRY
     DEFYING GRAVITY
     I THINK I'LL TRY
     DEFYING GRAVITY
     AND YOU CAN'T PULL ME DOWN...

Glinda starts after her...

                    GLINDA
     CAN'T I MAKE YOU UNDERSTAND, YOU'RE
     HAVING DELUSIONS OF GRANDEUR...?

Elphaba's not listening, she's climbing; higher and higher--
the stairway starts trembling ever so slightly-- is it
because the steps are rickety--? Or because--

                     ELPHABA
     I'M THROUGH ACCEPTING LIMITS
     'CAUSE SOMEONE SAYS THEY'RE SO
     SOME THINGS I CANNOT CHANGE BUT TILL I TRY,
     I'LL NEVER KNOW
     TOO LONG I'VE BEEN AFRAID OF
     LOSING LOVE I GUESS I'VE LOST
                                                                 118


          WELL, IF THAT'S LOVE
          IT COMES AT MUCH TOO HIGH A COST
          I'D SOONER BUY
          DEFYING GRAVITY
          KISS ME GOODBYE
          I'M DEFYING GRAVITY
          AND YOU CAN'T PULL ME DOWN...

     Elphaba reaches...
95                                                                95
     INT. WIZARD'S PALACE - UPPER ATTIC - SAME
     It's really just a platform, with a window, covered by a
     tattered black drape. Elphaba kneels, opens the Grimmerie...

                          GLINDA (O.S.)
               No!

     Glinda reaches her. Elphaba ignores her, STARTS TO CHANT--

                         GLINDA (CONT'D)
               Not that horrendible levitation
               spell!?

                         ELPHABA
               How else do we get out of here?!

     Elphaba continues to CHANT. Glinda slams the Grimmerie shut.

                          GLINDA
               STOP!

     Elphaba STOPS CHANTING. Glinda braces herself for wings, but--

                         GLINDA (CONT'D)
               Well? Where are your wings? Maybe
               you're not as powerful as you--

     Glinda stops, staring at something behind Elphaba, in shock--

                         GLINDA (CONT'D)
               --think you are...

                         ELPHABA
               Glinda...? What is it...?

     Glinda can't speak, she's staring at whatever new, bizarre
     entity is looming above Elphaba, just behind her head.
     Elphaba turns... and sees...

     A BROOM floating in the air. Slowly, purposefully... it
     floats closer... her destiny, coming towards her.

     Elphaba and Glinda HEAR POUNDING on the door below--
                                                          119


                    GUARD 1 (OS.)
          Open up! In the name of the Wizard!

And the Broom snaps itself, as if magnetized, into her hand!
Elphaba stares at it, then rushes to the window, rips away
the drape, throws it open-- A GUST OF WIND BLOWS IN.

                    ELPHABA
          Quick! Get on!

Glinda stares at her, speechless. Elphaba climbs out onto the
window ledge, turns back to Glinda--

                     ELPHABA (CONT'D)
          Come with me. Think of what we
          could do-- together.
               (sings)
     UNLIMITED
     TOGETHER WE'RE UNLIMITED
     TOGETHER WE'LL BE THE GREATEST TEAM THERE'S
     EVER BEEN
     GLINDA-- DREAMS THE WAY WE PLANNED `EM

                    GLINDA
     IF WE WORK IN TANDEM...

                     BOTH
     THERE'S NO FIGHT WE CANNOT WIN
     JUST YOU AND I
     DEFYING GRAVITY
     WITH YOU AND I
     DEFYING GRAVITY

                    ELPHABA
     THEY'LL NEVER BRING US DOWN...

Elphaba looks at Glinda, filled with hope--

                    ELPHABA (CONT'D)
          Well? Are you coming?

Glinda stares at her, and for one glorious moment, it
feels... possible! Until she realizes: it's not. She can't.

And Elphaba sees her friend realize this... and is forced to
relinquish that dream. She clutches the Broom tighter.

                    GLINDA
          Elphie, you're trembling. Here--
          put this around you.

Glinda picks up the drape, and wraps it around her shoulders.
It's all she can give her now.
                                                          120


Another gust of wind makes the drape around her flutter. And
standing there, against the sky, cloaked in black, with her
pointy black hat and Broom, Elphaba becomes, before our eyes--
The Wicked Witch of The West.

MORE POUNDING, like the door is breaking. FOOTSTEPS. The two
young women regard each other. This is it.

                    GLINDA (CONT'D)
     I HOPE YOU'RE HAPPY
     NOW THAT YOU'RE CHOOSING THIS...

                      ELPHABA
     YOU TOO--

                    GLINDA
     I HOPE IT BRINGS YOU BLISS

                      BOTH
     I REALLY HOPE   YOU GET IT
     AND YOU DON'T   LIVE TO REGRET IT
     I HOPE YOU'RE   HAPPY IN THE END
     I HOPE YOU'RE   HAPPY, MY FRIEND...

The Guards reach the top of the stairs, muskets pointed at
them. Glinda tries to block their path to Elphaba--but two of
the guards grab Glinda, she SHRIEKS--

                    ELPHABA
          Let her go! It's me, I'm the one
          you want!

The Guards swarm onto the

UPPER PART OF THE ATTIC, Glinda climbs out there-- Elphaba is
moving toward edge-- as the Guards close in--

                    GLINDA
          Elphie, nooo!

                      ELPHABA
          It's me!

Elphaba runs-- leaps over the edge, and suddenly

SILENCE. IN HER POV. Eyes shut, she's falling, spinning: and
now she's hearing all the harsh, judgmental voices that have
echoed throughout her life-- the unkind whispers, the cruel,
condescending words of strangers, bullies-- her father...
Then she opens her eyes, and--

She sees HER CHILD SELF-- right there, reaching out a small,
green hand-- Elphaba grabs hold, and suddenly--
                                                                  121


     It's THE BROOM she's grasping! And just as she's about to hit
     the ground-- she rights herself, and-- she's flying--!

                         ELPHABA (CONT'D)
               IT'S MEE!!!
                   (sings)
          SO IF YOU CARE TO FIND ME
          LOOK TO THE WESTERN SKY
          AS SOMEONE TOLD ME LATELY:
          "EV'RYONE DESERVES THE CHANCE TO FLY"

     She leaves it all behind-- the stupefied Guards, Glinda, her
     entire previous life-- as she swoops and circles the palace--

                          ELPHABA (CONT'D)
          AND IF I'M FLYING SOLO
          AT LEAST I'M FLYING FREE
          TO THOSE WHO'D GROUND ME
          TAKE A MESSAGE BACK FROM ME:
          TELL THEM HOW I
          AM DEFYING GRAVIT Y
          I'M FLYING HIGH
          DEFYING GRAVITY
          AND SOON I'LL MATCH THEM IN RENOWN

     WE HEAR A THUNDEROUS BEATING OF WINGS-- Elphaba whips around:

     Flying Monkeys, led by Chistery, are coming straight for her!

     She soars higher-- higher-- out of their reach; looks down...
     She can see it all now: the entire land. Everything--

     And as the MUSIC BUILDS, we fly across Oz...

                         ELPHABA (CONT'D)
                   (sings)
          UN-LIM-I-TED--
96                                                                96
     INT. MUNCHKINLAND - GOVERNOR'S MANSION - SAME
     Governor Thropp and Nessa hear, over their Ozian radio--

                         MORRIBLE (V.O.)
               She has stolen our Grimmerie!

     Thropp stands, furious, then staggers, collapses... Nessa,
     horrified, rolls to him...
97                                                                97
     EXT. SKY - NIGHT

                          ELPHABA
                   (sings)
          UN-LIM-I-TED--!
                                                                 122

98                                                                 98
      EXT. SHIZ - ENTRANCE COURTYARD - NIGHT
      Pandemonium. STUDENTS clutch suitcases, run in all
      directions...

      DOWN BY THE BOATS: Boq, alone, looks up and catches sight of:

      FIYERO, on his HORSE. He turns away from Boq and gallops off.
98A                                                             98A
      EXT. SHIZ GATES

      Fiyero rides away from Shiz...
99                                                                 99
      EXT. THE SKY - SAME

      Elphaba continues to fly...

                            ELPHABA
           UN-LIM-I-TED!
100                                                             100
      OMITTED
101                                                             101
      INT. WIZARD'S PALACE - UPPER ATTIC - NIGHT

      Glinda sits slumped, despondent, on the floor; flanked by two
      Guards. She HEARS something, scrambles to her feet--

      It's Morrible... who moves silently closer, and then-- pulls
      Glinda into an embrace.

      We glimpse both relief and fear in Glinda's eyes...
102                                                             102
      OMITTED
103                                                             103
      INT./EXT. SKY/PROPAGANDA ROOM - NIGHT

      Elphaba, flies, then... suddenly hovers, mid-air, spotting:

      THE WIZARD, at his window, staring out at her. For a split
      second their eyes meet...

                          ELPHABA
           AND NOBODY IN ALL OF OZ--
           NO WIZARD THAT THERE IS OR WAS--
           IS EVER GONNA BRING ME DOWN!
104                                                             104
      INT./EXT. UPPER ATTIC - SAME TIME

      The Guards scan the skies. Near them, so does Glinda--

                          GLINDA
           I HOPE YOU'RE HAPPY...

      Morrible leads her away, as the Guards take aim--
                                                                123


                          GUARDS
           LOOK AT HER, SHE'S WICKED!
           KILL HER!
105                                                            105
      OMITTED
106                                                            106
      EXT. SKY - SAME TIME

                             ELPHABA
           BRING ME DOWN!

      Down below, Ozians stare up at her, horrified--

                          OZIANS (O.S.)
           NO ONE MOURNS THE WICKED
           SO WE'VE GOT TO BRING HER ...

      But no one can touch her. Elphaba comes into her power, and
      she's no longer afraid of that power-- she's embracing it.

                          ELPHABA
                    (a triumphant cry)
           AHHHH!

      And as we HEAR:

                             OZIANS (O.S.)
           DOWN!

      The flying Monkeys seem to be gaining on her-- but Elphaba
      explodes into hyperdr ive! And disappears from our sight.

                             END PART ONE


Wicked



Writers :   Winnie Holzman  Dana Fox  Gregory Maguire
Genres :   Fantasy  Musical  Romance


User Comments







Index    |    Submit    |    Link to IMSDb    |    Disclaimer    |    Privacy policy    |    Contact