FADE IN:

               EXT. GRAVESIDE - THE SWELTERING SUN & LUSH GREEN OF FLORIDA

               So hot you can see the radiant heat. A handful of MOURNERS 
               SIT at a GRAVESITE STAGING AREA.  All are in black, but as 
               minimally dressed as decoram allows.  

               A PRIEST walks around the flower draped casket.  Anoints it 
               with holy water as he mutters in LATIN.

               PULL BACK TO REVEAL: 

               CAS, daughter of the decedent.  She is 40 something, vibrant, 
               beautiful in a Aniston or Bullock way.  She is flanked by 
               her friends, JUDY, ADRIAN & MICHAEL. All are approximately 
               the same age. 

                                     PRIEST
                         And now a few words from Antonia's 
                         daughter, Casimiera.

               Cas rises & crosses to the podium.

                                     CAS
                         Thank you all for coming.  As some 
                         of you may know, my mother was a 
                         complete and total bitch, who never 
                         had an encouraging word for her 
                         daughter. I spent my entire life 
                         trying to reach the unattainable 
                         standards she set. 

               PULL BACK TO REVEAL: THE MOURNERS IN SHOCK

               Judy tackles her.

                                                                  JUMP CUT:

               EXT. ON CAS IN HER SEAT -- CONTINUOUS

               Judy is shaking her out of her reverie.

                                     JUDY
                              (SOTTO)
                         Show time, girl!  Say something nice                   *
                         about your mother.

               Cas rises, her legs almost wobbly.  Michael reaches out to 
               steady her. Walks to the podium.

                                     CAS
                         Thank you all for coming.  As many 
                         of you know, my mother was a world 
                         class worrier.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         2.


                                     CAS (CONT'D)
                         Claimed it was her job.

                                                               DISSOLVE TO:

               EXT. GRAVESIDE  DAY - TRAVELLING

               Most of the Mourners have left.  Judy, Michael & Adrian walk 
               a distance allowing Cas a moment.

                                     CAS
                              (To Coffin)
                         Guess this is goodbye, for now, 
                         Mommala.  Sweet Sleep.
                              (fingers it 
                              tentatively, starts 
                              to walk away)
                         Don't worry, Mom, I'll be fine. 

               Joins her friends & they walk to the LIMO.

                                     CAS (CONT'D)
                         I'm alone! All alone in this world.

                                     ADRIAN
                         Cue me! Is there where I say all the 
                         stuff about you'll always have us?

                                     CAS
                              (Shaking her head no)
                         Mixed. Yeah, I'd say mixed. The rest 
                         of my life is completely, well 
                         whatever I want to make it. I'm tied 
                         to no one or nothing.

                                     MICHAEL
                         Being tied to someone can be a lot 
                         of fun.

                                     CAS
                         I've got to stay & close up the house, 
                         the estate but that's it. I'm free 
                         afterwards. I can go anywhere... 
                         Italy! 

               EXT. BLACK STRETCH LIMO

               The ladies get in.  As the door closes Michael sticks his 
               head in.  He is approximately the same age as Cas.  He's not 
               tall a but he's kept his tight Italian stallion body with NY 
               attitude.

                                     MICHAEL
                         The plan: I'm going to pick up the 
                         food & meet you back at the house. 
                         Capish?

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     CAS
                         Capito.
                              (Michael tries for a 
                              lip kiss but gets 
                              her check & closes 
                              door. Off Adrian's 
                              look)
                         What?????

                                     ADRIAN
                         Do I detect a little something, 
                         something?

                                     JUDY
                         Been there, done that.

                                     CAS
                         Perceptive and correct.
                              (beat)
                         We were together from my 18th to 21. 
                         Then he f'd up. But we've been 
                         friends, mostly email & phone buds, 
                         ever since.

                                     ADRIAN
                         But he cared enough to come here, be 
                         with you.

                                     CAS
                              (Pointing to Judy)
                         What she said and he's too normal. 
                         All I've ever had were varying degrees 
                         of dysfunctional relationships.

                                     JUDY
                         We all have stories to tell.

                                     ADRIAN
                         Please. I've been married three times. 

                                     CAS
                         No seriously, EVERY relationship.

                                     ADRIAN
                         For starters you worked in a business 
                         rife with dysfuntion. 

                                     CAS
                         Well, maybe there were reasons I was 
                         drawn. Alright forstarters... my 
                         husband, Carlos...

                                     JUDY
                         I thought he was the love of your 
                         life. 

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     CAS
                         Oh he was, but that doesn't change 
                         its dysfunction. I'll just give you 
                         some of the highlights - coupled 
                         with the lowlights that always 
                         followed.

                                                               DISSOLVE TO:

               EXT. STUDIO LOT - FAVORING A STAR'S TRAILER -- AFTERNOON

               ERIC KELSEY is lettered on door.  It sits near WARDROBE & 
               MAKE-UP trailers. Normal CREW activity can be seen crossing 
               in the B.G.

                                     CAS (V.O.)
                         I was dating Eric Kelsey at the time.

                                     ADRIAN / JUDY (V.O.)
                         You dated Eric Kelsey?

                                     CAS (V.O.)
                         Yes, for a short while.

                                     JUDY (V.O.)
                              (overlapping)
                         Oh, we will hear about him.

               Cas (mid-20s) exits Kelsey's trailer. Walks down to make-up 
               trailer, knocks. It's opened by CARLOS. He is roughly the 
               same age, could be a movie star himself. He looks at her, 
               deeply appraising.

                                     CAS
                         The star becomes restless... are you 
                         ready for Eric?

                                     CARLOS
                         Never, ever do your eyes like that 
                         again. It's dated.
                              (best)
                         I'd love to do you.
                              (Off Cas' laugh)
                         Your face I mean. I'm Carlos.

                                     CAS
                         Well, Carlos, are you ready to do 
                         Eric?

                                     CARLOS
                         I rather do you....

                                     CAS
                         I'll send him down.

               She walks away. Has a smile on her face. In the B.G. Carlos 
               watches her go, admiring.

-----------------------------------------------------------------------------------------------------
                                                                         5.


               INT. SOUND STAGE -- LATER

               Large CREW mills, waiting.  ERIC KESLEY ENTERS. He's followed 
               by Carlos, who has his touch-up tools. Kelsey has charisma & 
               is appealing, but attractive in that intense character actor 
               way. Kelsey hits his mark.

               Carlos moves to the side next to another CREW MEMBER. The 
               stage door opens again.  Carlos turns to see.

               REVERSE ANGLE - CARLOS' P.O.V.

               CAS enters.

                                     CARLOS
                         Who is she? You know?

                                     CREW MAN
                              (looking)
                         It's Cas, I think and she's with 
                         him.
                              (Indicating Kelsey)

                                     CARLOS
                         For now.

                                     CREW MAN
                         You want to keep your job, you crazy 
                         pendajo?

               But Carlos is not listening.

                                                               DISSOLVE TO:

               INT. SOUND STAGE -- LATER

               Set is breaking. Kelsey joins Cas.  As they walk to Stage 
               door.

                                     CARLOS
                         Excuse me, Eric.  Do you mind if I 
                         give your lady here a bit of a make-
                         over? I'm sure some papparazzi will 
                         be on you both later.

                                     ERIC KELSEY
                         Thanks, man. Thoughtful!
                              (Whispering to Cas)
                         Go. I'll be waiting for you.

               He kisses her & leaves Cas with Carlos.

                                     CARLOS
                         I believe that was wrongly played.

                                     CAS
                         You have giant juevos, don't you?

-----------------------------------------------------------------------------------------------------
                                                                         6.


               She follows him into the Make-Up trailer.

               INT. MAKE-UP TRAILER - CONTINUOUS

               He indicates a seat.  

                                     CARLOS
                         First we have to get that mess off 
                         your face.

                                     CAS
                         You might try not insult the woman 
                         you're trying to seduce.

                                     CARLOS
                         Who says I'm trying to seduce you?
                              (beat)
                         And you'd like it. 

               Crosses to her. Starts to wash her face with Remover.

                                     CAS
                         Owwwh.  Owhhh.

                                     CARLOS
                         Don't be such a baby.

               She pushes him out of the way, eyes closed tries to find the 
               sink. He starts the cold water & grabs some towels.

                                     CAS
                         My eyes! They're burning.

                                     CARLOS
                         Let me.

               Immediately reacts with the wet clothes to the face. This 
               smears the make-up even more.

                                     CAS
                         You've done enough! Give me something 
                         to use as an eyecup & point me towards 
                         the bathroom.

                                                               DISSOLVE TO:

               INT. - AS BEFORE -- MOMENTS LATER

               Carlos is seated in his make-up chair. Cas exits the bathroom, 
               makes the cross to the chair next to him.

                                     CARLOS
                         Didn't quite go as planned. I'm 
                         sorry.If you'll let me touch you 
                         again I promise to make you more 
                         beautiful then you already are.

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     CAS
                         No more flirting?

                                     CARLOS
                         That I can't promise.

               He begins applying a primer.

                                                                  FADE OUT:

                

               INT. BLACK STRETCH LIMO - STILL TRAVELING- CONTINUOUS

                                     ADRIAN
                         Even with the highlights this is 
                         going to be long story. And we're 
                         almost to your mother's.

                                     JUDY
                         Intermingle the two so we hear about 
                         the actor.

                                     CAS
                         Being with him was dysfunctional but 
                         he was not significant in the scheme 
                         of my life.

                                     ADRIAN
                         It might be to us.

                                     JUDY
                         Was it kinky in any way? If so, don't 
                         leave that out.

                                     CAS
                         We just buried my mother! Besides, I 
                         don't kiss and tell.

                                     JUDY
                         Oh, yes you will.  We came to this 
                         podunk town and I for one plan to be 
                         entertained.  

                                     ADRIAN
                         It'll keep your mind off things. And 
                         I'm sure in here somewhere, Mom will 
                         make an appearance or two.

               INT. RESTAURANT - NIGHT

               It's on the West Side of Los Angeles Casual chic. DINERS are 
               all Westside Attractive. The WOMEN, even the ones on dates, 
               steal glances at Eric Kelsey's table. Cas is with him. Both 
               are very aware of the attention, each with different 
               reactions.

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     ERIC KELSEY
                         Don't let this bother you.

                                     CAS
                         You seem to invite it.

                                     ERIC KELSEY
                         No! What!? I hate feeling like I'm 
                         in a fish bowl. I just want to be 
                         with you...

                                     CAS
                         You're not discouraging it.

                                     ERIC KELSEY
                         And have a nice dinner.. 

               He's picked up his knife, angles it.  

                                     CAS
                              (Off his actions)
                         I don't know which is more messed 
                         up. You just checked yourself out  
                         and a third of the women in the room 
                         in your cutlery.

                                     ERIC KELSEY
                         Oh, I'm just messing with you. More 
                         wine?

               He turns to attract the attention of the SERVER. His attention 
               diverted an ADMIRER steps to him.

                                     CEIL
                         Hi, Eric.  
                              (Touching her ample 
                              chest)
                         Ceil. I just love your movies. Can I 
                         get a picture with you.

               She has stepped between Cas & Kelsey's chair. Whips out a 
               camera.

                                     ERIC KELSEY
                         Okay sure.

                                     CAS
                         Don't you dare ask me to take it.

               A waiter obliges.

                                     CEIL
                         And if you want a copy...

               Takes his hand & writes her number on his palm.  Exits slowly 
               & provactively. Eric wipes the smile off his face.

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     ERIC KELSEY
                         That was nothing.

                                     CAS
                              (Handing him the napkin - 
                              indicating to water 
                              glass)
                         Wash your hand.

                                                                    CUT TO:

               EXT. BLACK STRETCH LIMO PARKED CURBSIDE -- AFTERNOON

               The woman disembark & walk towards Cas' MOTHER'S HOUSE.

               BACKGROUND NOISE of the POST FUNERAL GUESTS BLEEDS OVER:

                                     JUDY
                         I'm bookmarking exactly where you 
                         left off.

               PUSH INTO: INT. MOTHER'S HOUSE - THE POST FUNERAL PARTY - 
               CONTINUOUS

               Party is in full swing, for a bunch of elderly.  These should 
               be a cross-section of FLORIDIANS, many ex-New Yorkers.  There 
               are a variety of physical types; ranging from very fit to 
               walkers & protable oxygen tanks. ADLIB SOUND BITES: Some 
               examine the abundance of food. Others reminisce. AND Some 
               complain.

               As Cas enters with the girls, one woman announces...

                                     OXYGEN TANK LADY
                         Dahling, we're so sorry about your 
                         mother. But Shmooly wants to make 
                         more Manhattans and your out of the 
                         cherries.

               SHMOOLY holds up the empty jar.

                                     CAS
                         I'm on it.

               As she walks into the kitchen, calls Michael.

                                                                 PUSH INTO:

               EXT. MICHAEL'S RENTAL CAR - CONTINUOUS

                                     CAS (O.S.)
                         We've got a marachino cherry 
                         emergency. 

                                     MICHAEL
                         Anything else?

-----------------------------------------------------------------------------------------------------
                                                                        10.


                                     CAS (O.S.)
                         No, and only if it's not a problem.

               PULL BACK TO REVEAL:

               Michael's car in sight of the house.

                                     MICHAEL
                         Not a problem at all. Just be a few 
                         more minutes. 

               He turns the car around. 

               All leave en masse at 4:00; want to get home before it's 
               dark.