INT. HAL FIELDS HOME.
    A single daisy stands in a vase in an empty kitchen .

INT. HAL'S BEDROOM
    OLIVER FIELDS clicks on the light to the closet . He looks at the rack of his parents ' clothes . He begins to put some in a box marked `` home '' , some in a box marked `` thrift '' .

INT. HAL'S BATHROOM
    Oliver enters the bathroom and flushes bottle after bottle of pills and liquids down the toilet . Next he struggles as he looks over the old toothbrush , hairbrush , all the bottles and tubes besides the sink . He stares for a beat , then throws them all away .

INT/EXT. HAL'S TRASH AREA
    Oliver hauls trash outside , adding it to a very large pile of bags . An older Jack Russell Terrier , ARTHUR , follows him .

INT. HAL'S OFFICE
    Oliver and Arthur sit on the office floor surrounded by papers , boxes , books and trash bags . He finds a photo of HAL FIELDS in an open Jean jacket , no shirt , it 's attached to a personal ad application which he begins to read . CUT TO PAST

EXT. LARGE EMPTY PARKING LOT NIGHT
    In the dark , OLIVER FIELDS has a tape recorder and microphone , he follows ANDY as he excitedly prepares , a group of friends looks on .
    ANDY
    Okay. Is it on?
    ( recorder . )

    OLIVER
    Yeah yeah.
    ANDY
    This is for our friend Hal Fields. Hal. We love you.
    Andy quickly lights a rack of large fireworks , they shoot up into the night and explode - smoke - more explosions - everyone 's laughing . Oliver looks up at the fireworks , recording the sounds , happy . BOOM , BOOM , BOOM , BOOM , BOOM . CUT TO PRESENT

EXT. HAL'S DRIVEWAY - NIGHT
    Oliver has packed his car , he leans down to Arthur .
    OLIVER
    You're coming to live with me now.
    Arthur looks at him .
    OLIVER
    This is my car.
    Arthur hops in .

EXT. STREET - NIGHT
    Oliver 's car drives down Sunset boulevard .

INT. OLIVER'S HALLWAY - NIGHT
    Oliver and Arthur enter , he 's carrying a box , his house is dark and lonely .

INT. HAL'S DINNING ROOM
    Oliver enters his dining room , Arthur in tow .
    OLIVER
    This is the dining room where people come and eat sometimes.
    The dog listens intently . Oliver moves on , the dog follows .

INT. HAL'S LIVING ROOM
    Oliver and Arthur enter the living room .
    OLIVER
    This is the living room.
    Oliver looks around , the dog looks with him .

INT. OLIVER'S BATHROOM
    We see the door open revealing Oliver and Arthur continuing their tour .
    OLIVER
    That's the bathroom.
    The dog looks .

INT. OLIVER'S BEDROOM - NIGHT
    Arthur lays next to Oliver in bed . Unable to sleep , Oliver looks to the ceiling . CUT TO NARRATED SEQUENCE STILL BLACK AND WHITE AND COLOR PHOTOGRAPHS OF THE SUN , THE STARS , YOSEMITE , GEORGE W. BUSH FLASH BY :
    OLIVER
    ( V.O . )
    This is 2003. This is what the sun looks like, and the stars, nature. This is the President.
    NOW PHOTOS OF THE SUN , STARS , NATURE , ETC. . FROM 1955 FLASH
    OLIVER
    ( V.O . )
    And this is the sun in 1955, and the stars, and nature, and cars, and phones, and movies, and the President. These are what pets looked like. These are fireworks. This was smoking.
    PHOTOGRAPHS , CROPPED IN ON FACES FROM 1955 , VERY FAST
    OLIVER
    ( V.O. ; CONT 'D . )
    This is what it looked like when people kissed.
    FAST SEQUENCE OF FACES FORM 1955 LAUGHING :
    OLIVER
    ( V.O. ; CONT 'D . )
    When they were happy.
    OLIVER
    ( V.O. ; CONT 'D . )
    When they were sad.
    FAST SEQUENCE OF MARRIAGE PHOTOS FROM 1955 :
    OLIVER
    ( V.O. ; CONT 'D . )
    My parents got married in 1955.
    SHOT OF LOS ANGELES COUNTY MUSEUM , SHOT OF AN OLD HOUSE :
    OLIVER
    He was a museum director - she fixed up old houses.
    1955 STILL PHOTO OF A BABY BEING BORN :
    OLIVER
    They had a child, and they stayed married for 44 years.
    A SEQUENCE OF STILL SHOTS OF FRENCH TOAST IN DIFFERENT STAGES OF BEING EATEN , THEN STILL SHOTS OF STRAWS THAT JUMP CUT INTO CIGARETTES , THEN LIVE ACTION CLIP FROM THE TELETUBBIES , AND THEN RAPID FIRE THROUGH STILL SHOTS OF EVERY PRESIDENT FROM 1924 TO 2003 AND BACK .
    OLIVER
    ( V.O. ; CONT 'D . )
    Until she died in their bed, after four months of cancer and eating French toast for every meal and watching the Teletubbies everyday and confusing white straws for her cigarettes and skipping back and forth through time inside her head.

INT. HAL'S HOUSE LIVING ROOM - DAY
    Hal fields sits on a couch , in a purple sweater , looking into camera , struggling for words .
    OLIVER
    ( V.O . )
    Six months later, my father told me he was gay. He had just turned 75.
    HAL
    I'm gay.
    Same camera angle , Hal still looking into camera we jump cut to him wearing a robe .
    OLIVER V.O.
    ( CONT 'D . )
    I always remember him wearing a purple sweater when he told me this but actually he wore a robe.
    HAL
    I'm gay.
    Same angle , we continue to jump cut through Hal talking to camera , each cut in different clothes , and with each cut his line has a different inflection .
    HAL
    ( CONT 'D . )
    I'm gay.
    Jump cut , new outfit .
    HAL
    ( CONT 'D . )
    I loved your mother, but, uh. now I want to explore this side.
    Jump cut , new outfit .
    HAL
    ( CONT 'D . )
    I do n't want to be just theoretically gay, I want to do something about it.
    New outfit and inflection .
    HAL
    ( CONT 'D . )
    I want to do something about it.
    New outfit and inflection .
    HAL
    ( CONT 'D . )
    I want to do something about it.

INT/EXT. VARIOUS - DAY
    A live action `` portrait '' of Hal , looking into camera , first in old clothes , then jump cut to new all black outfit .
    OLIVER
    ( V.O . )
    He changed all his clothes.

EXT. PARK - DAY
    The camera moves through a large group of men and streamers gathered for Los Angeles Pride event .
    OLIVER V.O.
    ( CONT 'D . )
    He got a boyfriend, Andy, a physical trainer who was also studying for his professional pyrotechnic license.
    Camera lands on Hal beaming with pride , his arm around Andy who looks into camera and says .
    ANDY
    Since I came out to my father, he never speaks to me. That's why I've been always attracted to older men.
    Hal and friends laugh warmly at Andy . We cut to live action `` portraits '' of a priest , a therapist , the Primetimers , his movie - night club , and the large L.A. Pride group , all looking into camera .
    OLIVER V.O.
    He found an out gay priest to guide him spiritually. He saw a therapist for the first time. He joined the Primetimers. Movie night. Los Angeles Pride, and then.

INT. HAL'S LIVING ROOM
    We see Hal 's living room , empty of furniture in the morning light .
    OLIVER V.O.
    Four years after he came out, he died in this room.
    CUT TO PRESENT

INT. OLIVER'S KITCHEN - MORNING
    Oliver enters , followed closely by Arthur . Oliver walks through the kitchen - Arthur follows him . Oliver walks through the living room - Arthur follows . Oliver makes a circle through the house - Arthur follows . Oliver sits , looking down at Arthur .
    OLIVER
    Look, its lonely out here, so you'd better learn how to talk with me.
    Arthur 's face looks up at him filled with a dog 's love and no words .
    ARTHUR SUBTITLE
    While I understand up to 150 words - I do n't talk.
    Oliver leans down , pushing his head into Arthur 's .
    OLIVER
    I know. I know.
    CUT TO PAST A SERIES OF QUICK MEMORIES .

INT. HOSPITAL HALLWAY
    Camera follow 's Oliver down a long corridor .

INT. ICU ROOM - NIGHT
    Oliver sits as HAL lays in a coma on a ventilator . The room is dark , Oliver uses a flashlight to quietly read to his father .

INT. ICU ROOM - DAY
    QUICK CUTS . A nurse opens the shades . A DOCTOR and two nurses stand over Hal , everyone 's nervous . Hal is struggling with all the tubes down his throat . Oliver is trying to help him breathe , talking into his ear . Oliver is ushered out of the room . The nurse draws the curtain . MOMENTS LATER : Oliver sits with Hal , now off the ventilator but still very weak and disoriented . Oliver coaches his breathing .
    OLIVER
    Calm. Calm, calm breaths.
    Hal coughs .

INT. ICU ROOM
    It 's the middle of the night , Hal is connected to many I.V.s in both arms , still disoriented , he 's tangled up in the tubes , trying to pull them out of his arms . He wakes up Oliver .
    HAL
    Oliver! Please help me with all these ropes.
    Oliver rushes and helps him .
    OLIVER
    Pop, Pop, stop - you're gon na hurt yourself.
    A NURSE quickly enters and helps hold down his arms .
    NURSE
    Mr. Fields, we're going to have to secure your arms again.
    She puts his hands in restraints , Oliver helps .
    HAL
    You two married?
    OLIVER
    No, Pop.
    HAL
    Why not? She's great.
    The nurse smiles , embarrassed , and continues with her job .
    OLIVER
    She's a great nurse in the hospital, we do n't really know her, you're very high on drugs.
    HAL
    You always have some very good reason, have n't you?
    OLIVER
    No, Pop, I just do n't want to be like you and mom.
    ( aside to the nurse . )
    Thank you.
    CUT TO PAST

INT. OLIVER'S CHILDHOOD HOME 1978
    IN THE KITCHEN : We see 10 - year - old Oliver watching his mother GEORGIA and father kiss quickly , politely , and then his father leaves quickly . Hal remains in silhouette through the shot . DIFFERENT DAY , IN OLIVER 'S BEDROOM : Oliver watches Hal and Georgia kiss , and Hal leave - more like a performance than anything real . DIFFERENT DAY , IN PARENT 'S BEDROOM : Oliver watches Hal and Georgia kiss and Hal exit , quick and dry . 10 - year - old Oliver studies them each time . DIFFERENT DAY , OLIVER 'S BEDROOM : Georgia quickly opens the door and finds Oliver drawing .
    GEORGIA
    Oliver!
    He turns and Georgia shoots him with her finger , Oliver falls to the ground .
    GEORGIA
    Olly, you can do better.
    He gets up and she shoots him again - He falls more dramatically , knocking his head on the floor .
    GEORGIA
    That's good.
    His mom looks at him affectionately . CUT TO PRESENT

EXT. ECHO PARK STREET - NIGHT
    Oliver walks Arthur across a lit field , towards the dog park .

EXT. DOG PARK - NIGHT
    Everywhere dogs and their people are playing . Oliver and Arthur sit on a bench like two humans . Oliver watches the action , Arthur stares at Oliver .
    OLIVER
    ( CONT 'D . )
    Go have your own experiences with your own people. I'll be right here.
    Arthur stays by Oliver 's side .
    OLIVER
    ( CONT 'D . )
    I'm a human. I'm not a dog. And you're a Jack Russell, that's a breed. Your personality was created by this guy John Russell, a hunting enthusiast, in the 1800s. And he bred your ancestors to have stamina and courage for the hunt. You think you're just you, and you want to chase the foxes, but other people planted that in you years ago. Now, somewhat arbitrarily, you are considered very cute by us humans, and we keep breeding you not to chase foxes, but to be cute, and we put you in movies and television shows, and you, you're chasing tennis balls cause there as close to a fox as you're going to get.
    Arthur stays by Oliver 's side .

INT. OLIVER'S OFFICE
    CU on Oliver 's hands as he draws a T - shirt that reads : `` My personality was created by someone else and all I got was this stupid T - shirt . '' Reveal that Oliver is in a design office . LIZ , 30 's enters , they IMPROV hellos . JUMP CUT thru a series of Oliver 's drawings . A speech bubble that reads : `` A fair amount of failures . '' He draws portraits of girls with dates : `` Ellen O. 1984 - 1988 '' - `` Julie P. 1988 - 1989 '' - `` Liz B. 1993 - 1995 '' - `` Lynette I. 1995 '' - `` Amanda Y. 1996 - 2000 '' - `` Yuki H. 2000 '' - `` Christina S. 2001 '' - `` Michelle M. 2001 - 2003 '' Oliver stops drawing , lost in his thoughts . CUT TO PAST

INT. HAL'S HOSPITAL ROOM - NIGHT
    In the dark I.C.U. room , Hal is still attached to many I.V.s , Oliver is helping Hal look at a book of Japanese rock gardens with a flashlight .
    OLIVER
    Want me to read this? I found it in your books.
    HAL
    Yeah, alright. Give me the flashlight.
    Oliver opens it , they look at a few pages together , photos of serene gardens .
    OLIVER
    Nice.
    HAL
    Oh, that's nice.
    Hal keeps peeking at a bouquet of flowers in the corner of the room . Hal takes the flashlight from Oliver and guides it to the flowers .
    OLIVER
    Oh, Andy brought those for you.
    HAL
    Oh, yeah?
    Hal continues to direct the light across the room , we follow the circle of light as it moves a cross a wall landing on a painting .
    HAL
    Oh, who did that painting?
    OLIVER
    Well, I do n't know. Its just a painting on the wall.
    Hal continues exploring , Oliver 's enjoying his father 's curiosity , he lands on some photos displayed on the table .
    HAL
    A -, and these?
    OLIVER
    They're just photos, Pop.
    HAL
    But how do they relate to the exhibit?
    OLIVER
    They're just personal photos. They're not art.
    Hal slowly moves the flashlight up the wall , across the ceiling to a strange assortment of fire detectors , sprinklers , sensors , all laid out against the acoustic tile ceiling . Hal points up . Oliver looks for a beat , then .
    OLIVER
    Uh, well that's the water sprinkler thing.
    HAL
    Well, its beautiful.
    OLIVER
    What is?
    HAL
    Putting the Japanese gardens there. It's just beautiful.
    Oliver looks from the ceiling to the rock garden book . The ceiling and the gardens look the same . Oliver is moved by Hal 's confusion . ANDY , 45 - years - old , physical , boyish , storms into the room .
    ANDY
    Hal.
    HAL
    Andy!
    Andy gets on the bed opposite Oliver . He gives Hal a big kiss on the lips . Hal glows . Oliver backs away slowly . Andy picks up Hal 's hand , turns it palm up and presses his face into it .
    ANDY
    I brought something for you.
    Oliver watches from outside the room as Andy excitedly pulls a portable tape player out of his bag .
    ANDY
    We made a recording for you.
    HAL
    Oh, God.
    Andy pushes play , on the recording we hear Andy 's voice :
    ANDY ON TAPE
    This is for our friend Hal Fields. Hal. We love you.
    We hear voices HOOTING , and then large FIREWORKS , LAUGHTER and CLAPPING . Oliver watches his father 's happiness from a distance . CUT TO PRESENT

INT. OLIVER'S OFFICE
    CU on Oliver 's hands drawing bright streaming colors of the fireworks . LATER : Oliver get 's to his real work , pulling out a few 8X10 photos of a band `` The Sads '' . There are some instructions on record company letterhead - he is to do an album design for their new record - they want him to draw portraits of the three members . Oliver begins to do quick portraits of them based on the photo .
    OLIVER
    Jesus, Liz. Another band that wants portraits.
    LIZ
    Well, at least it pays the rent.
    OLIVER
    You do something decent once, and that's all people ever want.
    JUMP CUT through the different portraits developing . It 's not what Oliver want 's to do .

INT. OLIVER'S OFFICE - LATER
    Elliott and Shauna let themselves in . Elliot grabs a stool and sits down .
    ELLIOTT
    Hi Liz.
    Oliver continues to draw , as Shauna and Elliott try to get his attention .
    ELLIOTT
    Oliver?
    OLIVER
    Yeah?
    ELLIOTT
    The pen is not your friend. The paper is not your friend. The party is your friend. We're your friends. Your friends are your friends.

INT. OLIVER'S LIVING ROOM
    Elliot is now dressed as a cop and Shauna as a large chicken , they are dancing with no music as Oliver sits on a couch depressed dressed as Sigmund Freud , complete with wig - beard - glasses - pipe .
    SHAUNA
    I got the skills. he's got the moves.
    ELLIOTT
    I got the moves. you've got the skills. 10/29/07 14.

INT. OLIVER'S FRONT DOOR
    Oliver , Elliott , and Shauna are leaving . Arthur ca n't believe he 's being left behind . It 's actually the first time they will separate .
    OLIVER
    Arthur, you have n't been invited to this party. You're gon na stay and look after the house.
    Oliver tentatively shuts the door , takes three steps , Arthur begins to howl . Oliver tries to ignore it , but stops again . He looks back at the house and the howling .
    CUT TO:

INT. OLIVER'S CAR - DRIVING
    Arthur , victorious , sits in Elliot 's lap in the front seat , while Oliver drives and Shauna is squeezed in back in her chicken outfit .
    ELLIOTT
    You remember when Oliver was funny? And he could actually, like, talk, in complete sentences?
    SHAUNA
    Funny? Funny? I do n't think so Fun maybe, but not funny unless, like, serious is funny. Then he's' fucking hilarious.
    Elliot and Oliver laugh .
    SHAUNA
    But, lovable. You are very lovable.
    ELLIOTT
    Yeah, very lovable.

INT. HOUSE PARTY - NIGHT
    Oliver carries Arthur , they all enter a costume party , making their way through the crowd of people in all kinds of disguises , music blaring , Oliver slides into the less populated kitchen . A woman rushes up to Oliver , surprised to see he has a dog .
    FEMALE PARTIER
    So cute, does he do tricks?
    OLIVER
    His name's Arthur - he does n't do tricks.
    In the background are a couple dressed as JULIAN and ETHEL ROSENBERG , we see them observe Oliver and Arthur .
    PARTIER
    No? Arthur, SIT!
    Arthur promptly sits down . Oliver 's totally surprised .
    PARTIER
    He's so cute. Shake!
    Arthur sticks out his paw . Oliver does n't like seeing Arthur blindly perform .
    PARTIER
    Oh my god, he's so cute, I want him.
    OLIVER
    ( in Freud accent . )
    Does it make you feel powerful to order my dog around? Maybe give you a sense of power?
    PARTIER
    Oh, you're being a therapist! Freud!
    OLIVER
    Thanks, yeah. Very good.
    Oliver picks up Arthur and escapes the kitchen . The Rosenberg 's are still watching . LATER . Oliver and Arthur sit in a chair next to a couch where a man dressed as a witch , complete with green face and long black hair , is lying back as if in a traditional analysis session .
    LONG-HAIRED MAN
    Well, I did n't ask for this. Who would ask for this? This color. This nose. This cheek, this chin. You know, this is my life. This is n't a story. This is n't a joke.
    Oliver is playing along , but he 's really not emotionally ready for this party . He feels very far away .
    OLIVER
    Yeah.
    LONG-HAIRED MAN
    I'm so glad you came, Doc. Just really good to get this stuff off my chest.
    OLIVER
    ( in Freud accent . )
    I'm sorry. Our time is up, uh. for this week. Thank you for coming in.
    The witch moves on . Oliver sits with Arthur in his lap , alone , lost in all this joviality . We see that the woman dressed as Julius Rosenberg is watching him . Just as Oliver is about to get up , she plops herself down onto the couch , ready for her session .
    OLIVER V.O.
    Oh, I was just - I was gon na take a break, actually.
    She pulls out a writing pad , oblivious . Oliver can tell she 's not going to give it up .
    OLIVER
    ( back in accent . )
    Well, I guess we should start with your mother.
    The woman writes on her notepad and shows it to Oliver : `` Never had one . ''
    OLIVER
    Well then your father.
    She mimes shooting herself in the head and dying .
    OLIVER
    I do n't understand. You ca n't talk? Is it a mental problem? Do you need analysis?
    She writes on her pad : `` I have laryngitis ''
    OLIVER
    That's a physical problem.
    She smiles at him , looks at him a little too long , Oliver is more and more pulled in by her playfulness - she writes : `` Why are you at a party if you 're sad ? '' CU on Oliver , surprised and impressed by her observation .
    OLIVER
    I was doing such a good job of hiding it. How could you tell?
    Ethel holds up her notebook . She has drawn TWO EYES . Oliver 's taken by her .
    OLIVER
    Clearly, I'm gon na need a drink. You?
    She smiles and nods .
    OLIVER
    You, stay here, yeah?
    Oliver moves to -

INT KITCHEN
    Elliot and Shauna are deeply engaged in conversation with someone dressed as a pickle and someone dressed as much less colorful chicken .
    ELLIOTT
    No, its just not a natural color for a chicken.
    SHAUNA
    No.
    ELLIOTT
    ( motioning to Shauna 's COSTUME . )
    And look, you see what happens when you free yourself from the cage, walk away from the factory.
    SHAUNA
    You just have no real color.
    YOU'RE LIKE--

    Oliver slips past , hands Arthur to Elliot . He scoops ice from the bucket and starts filling two cups .
    ELLIOTT
    Hey, hey.
    SHAUNA
    ( COUNTING CUPS . )
    Uh - oh, one. Uh - oh, two.
    ELLIOTT
    Two drinks.
    SHAUNA
    What does that me -, one, two.
    ELLIOTT
    Well that's two, two people.
    SHAUNA
    Two people. A girl and a guy?
    ELLIOTT
    Hopefully.
    SHAUNA
    Yeah, wow, making moves.
    Oliver leaves Arthur in Elliott 's arms .
    OLIVER
    Watch him OK?
    Oliver begins to leave his drinks . We see his POV of the woman dressed as Julius Rosenberg waiting on the couch . Oliver slips into one of his memories . CUT TO PAST

INT. OLIVER'S BEDROOM/INT. HAL'S BEDROOM - LATE NIGHT
    INTERCUT : The phone RINGS , wakes up Oliver , he turns on the light , answers the phone . PRE - CANCER Hal talks excitedly .
    OLIVER
    Hello?
    HAL
    Oliver?
    OLIVER
    Yeah.
    HAL
    I'm not sorry I woke you! I went to Akbar tonight.
    OLIVER
    You did?

INT. AKBAR - NIGHT
    Hal and his friends , BRIAN and ROBERT , make their way through a crowded gay club . Hal is by far the oldest , and most excited , man there .
    HAL
    ( V.O . )
    They had wonderfully loud music. In - sit, in - sit, in - sit. What kind of music is that?
    OLIVER
    ( V.O . )
    Probably house music?

INT. HAL'S BEDROOM - NIGHT
    Hal gets a pad and pen to write this down .
    HAL
    `` House music.''

INT. AKBAR - NIGHT
    A bunch of Young Gay guys dance . Hal is on the side , dancing by himself , hands in the air twinkling his fingers .
    OLIVER
    ( V.O . )
    So did you meet anyone?
    At the packed bar , Hal drinks alone .
    HAL
    ( V.O . )
    Young gay men do n't go for older gay men.

INT. OLIVER'S HOUSE CONTINUOUS
    Back to Oliver in bed , on the phone .
    HAL
    ( V.O . )
    You have it easy.
    CUT TO PRESENT

INT. HOUSE PARTY - NIGHT
    Oliver snaps out of his memory . He makes his way through the crowd and delivers the drink to her . He looks at her a little too intensely , then blurts out .
    OLIVER
    Would you like to dance?
    She happily nods yes . They walk to the dance floor , we think Oliver 's going to be shy , but he breaks into a kinetic , angular , dance . She 's surprised with us - she laughs , they have a good time . JUMP CUT THROUGH THE NIGHT : Oliver , `` Julius '' , Elliott and Shauna are talking to a magician . `` Julius '' picks a card , the magician mixes it into the full deck , pops a card into the air , it is hers . Shauna and Elliott can see that Oliver 's coming alive . LATER . They dance again , now they 're sweaty , the dance floor 's packed - it 's the pinnacle of the party .

INT. PARTY BATHROOM - NIGHT
    The party 's winnowing down in the background - `` Julius '' and Oliver look at each other in the mirror for a beat , and then simultaneously take their wigs off , revealing their true selves .
    OLIVER
    Hello.
    Shes mouths a silent `` hi '' .
    OLIVER
    Can I give you my number?
    She pulls out her pad and pen and hands them to him .
    OLIVER
    Thanks.
    As he writes , Oliver spies Arthur sitting in the corner of the bathroom , staring directly at him .
    ARTHUR SUBTITLE
    Tell her the darkness is about to drown us unless something drastic happens right now.
    Oliver looks to her .
    OLIVER
    I feel bad dragging Arthur to the party. I should get home. It was really nice meeting you.
    She writes on her pad : `` Au Revoir ''
    OLIVER
    ( CHUCKLES . )
    Au revoir. Yeah.
    He leaves .

EXT. STREET OUTSIDE PARTY - NIGHT (CONTINUOUS)
    Oliver and Arthur walk up the empty street - Oliver kicking himself for missing his chance with her . His phone rings .
    OLIVER
    Hello?
    ON THE OTHER END : Silence . A little breathing , the party in background .
    OLIVER
    ( CONT 'D . )
    Is that you?
    BEEP .
    OLIVER
    ( CONT 'D . )
    One beep means yes?
    BEEP .
    OLIVER
    ( CONT 'D . )
    I've always wanted to have a phone call with someone who does n't talk.
    BEEEEEEEEEEEEP .
    OLIVER
    ( CONT 'D . )
    You want to do something?
    BEEP
    OLIVER
    ( CONT 'D . )
    Now?
    BEEP .
    OLIVER
    ( CONT 'D . )
    Okay, I'm parked just right up the street.
    BEEP . They hang up . Oliver is filled with hope . CUT TO : `` Julius '' walking out into a pool of street light . They smile at each other , but do n't say anything . They get into his car .
    OLIVER
    Okay. You point - I'll drive.
    Oliver starts the engine . She points forward and they head off . At the light she points left , he follows . Down the street she points right .
    OLIVER
    This way?
    She nods . Oliver drives up on the sidewalk before the street , heads down it for half a block , then takes her right . We can hear them laughing .

EXT./INT. HOTEL ROOM LOBBY - NIGHT
    Oliver , Arthur and the woman enter a very fancy hotel lobby . Oliver is impressed . She mime 's giving him a tour but still does n't talk .

INT. HOTEL ROOM - NIGHT (CONTINUOUS)
    Oliver and the woman open the door and enter her suite . They look at each other nervously .
    OLIVER
    Nice place.
    They sit on her bed . She steals his pipe , put 's it in her mouth - writes on her pad and shows it to him .
    OLIVER
    ( CONT 'D . )
    Oh, my mother. My mother died five years ago.
    ANNA
    ( in a hoarse whisper . )
    Oh merd.
    OLIVER
    Oh, you spoke.
    ANNA
    ( A WHISPER . )
    I'm not supposed to.
    She writes and present him with a new question .
    OLIVER
    My father died two months ago, almost three.
    She looks at him with sincere empathy and surprise . Oliver 's opened up , an now everything gushes out , he barely knows what he 's saying .
    OLIVER
    ( CONT 'D . )
    He, he was gay.
    She 's very surprised .
    OLIVER
    ( CONT 'D . )
    He was gay the whole time they were married. He came out after my mother died and, uh. he was 75 years old.
    There 's a quiet moment of deep connection .
    OLIVER
    ( CONT 'D . )
    Sorry.
    She mouths `` No '' -LRB- do n't say sorry -RRB- . She reaches out and gently runs a finger across Oliver 's brow and the outline of his face , he 's so vulnerable , she lovingly/mischievously squishes his face together and messes up his hair . Then she leans in , and they kiss for the first time - delicately .
    ANNA
    ( WHISPER . )
    Can we just sleep?
    OLIVER
    ( CONT 'D . )
    Sure, sure.
    They lay down , she takes his arm and pulls him into spooning her . He pulls the covers over them .

INT. HOTEL ROOM - THE NEXT MORNING
    Oliver wakes , still in his clothes . ANNA is already up . She waves and Oliver smiles . Anna holds up her notebook : `` Who are you ? ''
    OLIVER
    Oliver.
    She writes again : `` Go to NY . Audition . Back Thursday . ''
    OLIVER
    How long are you here when you get back?
    Anna holds up one finger .
    OLIVER
    A year?
    Anna shakes her head and smiles . She gestures smaller .
    OLIVER
    A month? Right. And then?
    She pantomimes a camera rolling , and herself acting .
    OLIVER
    You're filming here. Acting.
    Oliver smiles as he interprets her gestures .
    OLIVER
    And after?
    She makes a casual tossing motion with her hand .
    OLIVER
    Just somewhere else. Where?
    Anna only shrugs . She writes more , and tosses the notepad on his lap . Oliver reads : `` Can I see you again ? '' He 's very happy .
    OLIVER
    Yes.

INT. HOTEL HALLWAY
    They walk down the long hallway , Oliver carries her bags , Anna holds onto Arthur 's leash . Oliver reaches out and holds her hand . They stop and kiss - gentle and comfortable with each other .

EXT. ANNA'S HOTEL, RED HALLWAY - DAY
    Oliver now alone with Arthur - heading home , he 's happy . CU on his face as he remembers . REPEAT SCENE : Oliver and Anna 's first kiss , tentative and delicate . CUT TO PAST

INT. HAL'S LIVING ROOM - DAY
    Oliver 's POV : Hal and Andy kiss lovingly .

INT. HAL'S KITCHEN - DAY
    Oliver 's POV : Andy comes up behind Hal doing the dishes , kisses him . Hal smiles very happy .

INT. HOSPITAL ROOM - NIGHT
    Oliver 's POV : Andy kisses Hal in the Hospital . CUT TO PRESENT 10/29/07 25 .

INT. OLIVER HOUSE ENTRY WAY
    Oliver and Arthur enter his home , much more alive than the last time we saw him come through the door .
    OLIVER
    Hello house.
    ( Low voice . )
    hello Oliver.

INT. OLIVER'S DINING ROOM - DAY
    Oliver makes two piles of mail , one says Oliver Fields , one has a yellow forwarding sticker that says Hal Fields . The Hal Fields pile is much bigger .
    OLIVER
    Jesus, Pop, you get so much mail.
    Oliver slows and stares at his father 's magazine - The Advocate . Two attractive , shirtless men on the cover under the title : America 's Sweethearts . Oliver 's lost in memory .
    DOCTOR LONG
    ( O.S . )
    Hal, its remarkable how well you've recovered from being on the ventilator.

INT. HAL'S HOSPITAL ROOM
    Hal sit 's on top of his hospital bed , wearing one of his all black outfits , looking much healthier . A doctor sits on his bed , Oliver listens from the side .
    HAL
    But?
    DOCTOR LONG
    The bronchoscopy revealed a mass about the size of a quarter. It is located in your lower right lung.
    CU on Hal taking this in .
    DOCTOR LONG
    ( CONT 'D . )
    I'm afraid the biopsy showed it's cancerous.
    HAL
    Uh - huh. I see.
    DOCTOR LONG
    It appears to have spread. to the large hilar lymph nodes in your chest and liver. With the already weakened state of your heart and lungs.
    As Dr. Long talks about treatments , Oliver drifts back from the conversation , slowly retreating to a window in the far corner , as we continue to hear Dr. Long speak , we see Oliver 's thoughts , fixating on `` a mass about the size of a QUARTER ''
    DR. LONG
    ( O.S. ; CONT 'D . )
    Surgery is n't possible given its location. We can start radiation treatments and see if you're strong enough for Chemo. You will be able to go home.
    SHOT OF A QUARTER ON BLACK SHOT OF TWO DIMES AND A NICKEL SHOT OF 5 NICKELS . SHOT OF 25 PENNIES . We cut back to Hal 's face , stoically digesting the news .
    DOCTOR LONG
    Do you have any questions?
    HAL
    No. Thank you.
    As the doctor leaves . Oliver takes his father 's hand .
    OLIVER
    I'm sorry.
    HAL
    Well, let's not rush out and tell everyone.
    OLIVER
    Andy?
    HAL
    No need to get him up a tree.
    Hal takes a moment and composes himself . In his eyes we can see that he knows there is an end to his life .
    HAL
    ( CONT 'D . )
    Can you read me something?
    Hal hands Oliver his Advocate magazine , he begins to read from `` Tough Guys Do Dance . ''
    OLIVER
    The Brazilian ballet star is already known not only as a skilled partner, but also as a gifted and versatile dancer, who adeptly fields roles ranging.
    Camera tracks out of the room , leaving the two men alone . CUT TO PRESENT

INT. OLIVER'S OFFICE - DAY
    SERIES OF CU JUMP CUTS : We see Oliver 's hands as he draws a series of silhouetted figures hanging from trees , others happily beheaded , all with talking bubbles that say , `` Let 's not rush out and tell everyone '' JUMP CUTS : Oliver draws another severed head , then a woman smoking next to the words , `` First lung cancer . '' JUMP TO LATER : Oliver tacks his drawings to the wall , looks at them . He looks down and pets Arthur , as we hear . CUT TO PAST
    OLIVER V.O.
    Yeah, he's fine. He sleeps on your bed.
    HAL
    But is he eating?

INT. HAL'S HOSPITAL ROOM
    Hal sits on his bed fully dressed , Oliver is visiting .
    OLIVER
    Yeah, yeah, he's eating.
    HAL
    Oh God, I worry so much about -
    As Andy enters , his hands mysteriously cupped together .
    HAL
    Oh here we are.
    Andy shows Hal his cupped hands .
    HAL
    ( CONT 'D . )
    What have you got in there?
    ANDY
    A slug.
    HAL
    Oh, Andy, you ca n't bring that kind of thing in here.
    ANDY
    Oh I can look.
    Andy flashes open his hands , revealing nothing . He snorts and laughs .
    HAL
    Fuck you.
    Oliver watches with amusement . NURSE SOPHIA enters .
    HAL
    It's time for inspection.
    The nurse works her way between Andy and Hal to take his pulse .
    NURSE
    Hello, Mr. Fields.
    HAL
    Hello.
    Andy feels interrupted , strangely hurt by the nurse . The nurse begins to take Hal 's vital signs .
    ANDY
    I'm Andy. Hal's boyfriend
    NURSE
    I'm Sophia.
    Andy gets more and more upset .
    ANDY
    You know, I have the right to be here as much as anyone else.
    Hal lovingly cuts him off , trying to ease the tension .
    HAL
    Go take a walk. Calm yourself.
    Andy walks out , feeling embarrassed and rejected .
    OLIVER
    What was all that?
    HAL
    Oh, Andy has n't had it easy. Be nice to him.
    To everyone 's surprise , Andy storms back in with a bouquet of flowers , dumps them on Hal 's chest , kisses him triumphantly and leaves again .
    HAL
    ( knowing he stole them . )
    Andy, where did you get these?

INT. HOSPITAL ROOM NIGHT
    JUMP CUTS : Oliver helps a group of Hal 's gay friends and Andy get settled . They 're jovial , they come with drinks and flowers , the room gets very full . Oliver hands out cups , offers wine , Andy lifts his paper cup and makes a toast .
    ANDY
    Guys, guys, this is to us. Cheers.
    A NURSE suddenly enters .
    STRICT NURSE
    Drinking's not allowed in the room.
    All the guys freeze .
    HAL
    Oh, it's not?
    She shakes her head no , the party stops , she leaves . Oliver instinctively polite , starts packing up their cups .
    OLIVER
    I'm sorry.
    Moans and complaints from the group .
    HAL
    No, no, no. She's a wonderful nurse.
    ( he pauses a beat , then raises his cup again . )
    Here's to health care.
    Hal swigs back his wine . They all laugh , grab their cups and toast .
    EVERYONE
    To health care!
    Hal looks happy , Oliver smiles but ca n't believe his dad .
    OLIVER
    What did you do with my father? He was so polite.
    HAL
    Oh, I invited him - but he never returns my calls.
    The guys drink merrily . Someone shoves a cup into Oliver 's hand , pours him a drink . CUT TO PRESENT

INT. OLD MELROSE BOOKSTORE - NIGHT
    Oliver , Elliott and Arthur are shopping in a very old and crowded used book store . Oliver picks up a stack of magazines as Elliott interrogates him .
    OLIVER
    Two, four, six, eight.
    ELLIOTT
    That's it? That's all you're gon na tell me?
    OLIVER
    I'm gon na meet her at her hotel again. You happy?
    ELLIOTT
    Yeah, I'm very happy. Are you happy?
    Oliver drops his books on the counter to check out .
    OLIVER
    ( to shop owner . )
    Here's eight.
    Turns to Elliot .
    OLIVER
    We have n't actually had a conversation yet, so, you know.

EXT. STREETS NIGHT - CONTINUOUS
    The three are now in Oliver 's car .
    ELLIOTT
    You're thinking about her all the time.
    OLIVER
    And you know that because?
    ELLIOTT
    Because you're not talking about it. I know you.
    There 's a pause , then the truth .
    OLIVER
    It's true. It's embarrassing. I'm 38 and falling for a girl again.
    CUT TO PAST

INT. GEORGIA'S BEDROOM - DAY
    Georgia works at her writing table . Young Oliver , bored , watches her .
    OLIVER V.O.
    ( CONT 'D . )
    It's like I lost the instructions or I, I never had them.
    Young Oliver walks up to Georgia .
    YOUNG OLIVER
    Where's Pop?
    GEORGIA
    At the museum.
    YOUNG OLIVER
    Is something wrong with you guys?
    Georgia is startled , she hides her feelings with humor .
    GEORGIA
    What're you, in the FBI?
    YOUNG OLIVER
    No.
    GEORGIA
    The CIA?
    YOUNG OLIVER
    No.
    GEORGIA
    KGB?
    ( Oliver shakes his head , no . )
    SLA?
    ( no . )
    PTA?
    ( no . )
    BMW?
    Oliver sits silently .
    GEORGIA
    There is nothing wrong with me and Pop.
    Georgia 's mask breaks revealing sadness . Oliver can see it , she can see he sees it . Georgia gets up and leads Oliver out of the room .
    GEORGIA
    ( CONT 'D . )
    C'mon.

INT. CHILDHOOD HALLWAY - DAY
    They stand in front of his bedroom door .
    GEORGIA
    When you feel bad, you go into a room and scream - loud as you want, for a minute or two, then it's out of you. It's called catharsis.
    She opens the door , pushes him inside , and closes the door .

INT. OLIVER'S CHILDHOOD ROOM - DAY
    Young Oliver pauses , confused in his room . He does n't scream .

INT. CHILDHOOD HALLWAY - DAY
    He comes back out . Sheepish .
    OLIVER
    I do n't feel like screaming.
    Georgia , never ruffled .
    GEORGIA
    You will.
    CUT TO PRESENT

EXT. HOLLYWOOD STREET - LATE AT NIGHT
    Oliver and Arthur watch from the car as Elliott gets a can of spray paint , heads to a blank wall across the street and sprays a large tag on a wall . He then runs back to the car , looks proudly at his work .
    OLIVER
    What the fuck is that?
    ELLIOTT
    L - E - IT, Elliot
    OLIVER
    Well, that's ridiculous.
    ELLIOTT
    I know!
    ( Getting his criticism more . )
    You're not very supportive.
    OLIVER
    Well, its just copying something someone did, like, 30 years ago in the Bronx.
    ELLIOTT
    Well yeah. I'm part of a tradition of civil disobedience, something bigger than myself.
    Oliver ca n't believe Elliott said that .

EXT. NEW STREET
    Elliott drives along - side Oliver who 's walking with a spray paint can , terrified as he 's never done this before . He tries to spray , nothing comes out .
    OLIVER
    How does it work?
    ELLIOTT
    Shake it, you have to shake it.
    Oliver shakes it awkwardly , then sprays across the wall : 1985 BUSH FINDS JESUS Oliver runs back to the car , exhilarated .
    ELLIOTT
    What was that?
    OLIVER
    Historical consciousness. you know, something bigger than myself.
    Elliott scoffs .
    OLIVER
    Let's do it again.
    Elliott drives off . Oliver 's coming to life .
    ELLIOTT
    ( V.O . )
    Okay, but when you see her, do n't tell her that you painted historical consciousness on the wall.
    WE SEE : more of Oliver 's graffiti on different buildings : 1983 CHICKEN MCNUGGETS 2003 BRITNEY SPEARS MOST GOOGLED

EXT. OLIVER'S HOUSE DAY
    Oliver exits his house alone , down his front stairs to the street . Halfway down , he hears now familiar sound of Arthur barking and howling . Oliver ca n't believe it .

INT. ANNA'S HOTEL ROOM
    Anna is sitting on the bed , gently petting Arthur .
    ANNA
    He's sweet. He misses your Dad.
    She stops . Gets up , nervous , and walks past Oliver into the next room . Oliver follows her in . They pause uncomfortably , Anna suddenly leans in and kisses him . Before it goes to far .
    OLIVER
    Maybe we, we could, um, just talk for a second.
    ANNA
    Right.
    They awkwardly break apart . Anna goes to a chair , Oliver follows . While nothing has really been expressed between the two , Anna seems to understand the problem .
    ANNA
    Well, my name is Anna. You're worried you ca n't trust me because you do n't know who I am. I get it. That makes sense to me.
    She falters , looks at him vulnerably . Oliver abruptly kisses her . She pushes back . They pause . She traces his brow slowly with her index finger , the way she did their first night . JELLY ROLL MORTON 'S `` SWEET JAZZ MUSIC '' PLAYS The music carries us , they lie in bed , naked . Anna innocently leans over and takes Oliver 's arm and bites down hard . He grimaces . She stops and kisses it , admiring her teeth marks . She gets up , sits at a side table and finds her cigarettes . Oliver watches her . The music seems to bend and slow down , this continues as we fall into memory . CUT TO PAST

INT. GEORGIA'S BEDROOM
    CU on young Oliver 's hand pushing on a record making the bending , slowing sounds .
    GEORGIA
    Oliver, stop it.
    Oliver stands up bored , Georgia 's in the connecting bathroom getting ready to go out .
    OLIVER
    This music's old.
    GEORGIA
    It's black, black music is the deepest cause they suffered the most, them and the Jews.
    Oliver plops down on the bed , listening to her .
    GEORGIA
    In my next life I'm gon na marry a good hot blooded Jew - someone full of emotion.
    OLIVER
    I'm Jewish right?
    Georgia comes and sits with him , caresses his hair as she talks with him .
    GEORGIA AT 50
    You're a quarter, I'm a half, your father's none. He has the least emotions, You'll have more emotions than him, but I'll have the most emotions.
    She likes that she has the most emotions . They head out .
    GEORGIA AT 50
    You get to play chauffeur but just to the bottom of the hill.

EXT. OLIVER'S CHILDHOOD CAR
    10 year old Oliver 's in the driving sear , Georgia smokes and admires his handling of the car .
    GEORGIA
    You're turning into a wonderful driver.
    Oliver 's proud .

INT. LACMA ART MUSEUM STEPS DAY
    Oliver escorts Georgia up the large steps of the museum . The crowd from an opening gathers at the top .

INT. DAVID SMITH GALLERY LACMA DAY
    Georgia and Oliver approach a David Smith sculpture . After staring at it 's angels for a beat , Georgia begins to do an angular modern - dance - pantomime of the sculpture , imitating it 's shapes with her body . Oliver locks up with embarrassment . A confused and concerned museum guard approaches .
    SECURITY GUARD
    Excuse me Mrs. Fields.
    GEORGIA
    What? You're not allowed to interact with the art?
    SECURITY GUARD
    It's just that.
    OLIVER
    C'mon.
    Still embarrassed , Oliver takes Georgia 's hand and walks her away from the guard .
    GEORGIA
    You too? You like being a good citizen?
    OLIVER
    No.
    CUT TO PRESENT 10/29/07 37 .

INT. ANNA'S HOTEL ROOM - LATER
    Anna 's sits in her kimono . Oliver 's buttoning his shirt .
    ANNA
    Can you toss me my camisole.
    Oliver throws a sweater .
    ANNA
    ( CONT 'D . )
    No, my camisole.
    She throws the sweater back at him . Oliver looks around helplessly . He grabs a flower out of a vase and hands it to her .
    OLIVER
    Camisole?
    Anna laughs .
    ANNA
    You do n't know what a camisole is?
    OLIVER
    I was brought up by these animals and they did n't like questions.
    They 're both smiling now .
    OLIVER
    They were very frowned upon. So I had to guess.
    Anna takes this in .
    ANNA
    You can ask me anything.
    OLIVER
    Anything?
    CUT TO : Oliver and Anna at the window .
    OLIVER
    What's out there?
    She points .
    ANNA
    That's a tree.
    OLIVER
    Yeah.
    ANNA
    And cars.
    OLIVER
    Uh - huh.
    ANNA
    Another building like this one.
    OLIVER
    Right.
    ANNA
    People in the building like us. Half of them think things will never work out. The other half believe in magic. It's like a war between them.
    Oliver smiles . He moves away from the window .
    OLIVER
    How do you know so much about people?
    ANNA
    Oh. Well, you have to learn how to read their faces.
    She climbs onto his lap , straddles him .
    ANNA
    For example. here is mad.
    Anna passes her hand across her face , and she 's `` mad '' .
    ANNA
    Happy.
    Her hand passes again and she 's `` happy '' .
    ANNA
    Sometimes its just nothing.
    OLIVER
    Oh yeah?
    She points at her blank face .
    ANNA
    This is nothing. And they are good at looking one way and being another way.
    Her playfulness is very meaningful to Oliver , he 's in love . 10/29/07 39 .

EXT. FREEWAY PEDESTRIAN OVERPASS
    They walk through a caged - in freeway overpass - Oliver is carrying Arthur while blindfolding Anna with his hands . Over this we hear the sounds of the quiet hotel room and an intimate conversation between them .
    ANNA
    ( V.O . )
    You do n't know me. I like that.
    OLIVER
    ( V.O . )
    No, that's not true.
    ANNA
    ( V.O . )
    Oh yeah?
    OLIVER
    ( V.O . )
    Yeah, you have blonde hair that goes down to about here. You smoke in non - smoking rooms.
    Oliver is still covering her eyes , leading her to a certain point , the busy sound of the freeway fading up .
    OLIVER
    Okay, open your eyes.
    HIGH ANGLE on huge trucks and traffic racing just beneath Oliver and Anna 's feet under the overpass . The trucks lay on their horns as they pass , scaring and thrilling them . MOMENTS LATER : they walk alongside the LA river together , arm in arm , happy . The intimate conversation continues in voice over .
    ANNA
    ( V.O . )
    Oh yeah? You drive on the sidewalk. You were raised by animals. Sometimes you look very alone, like you just got here.
    They meet up with friends on the banks of the river .
    OLIVER
    ( V.O . )
    Yeah, you see, you do n't know me at all.

INT. ANNA'S HOTEL HALLWAY
    Oliver and Arthur are leaving , walking down the long hallway together . Arthur seems to stop and look up at Oliver .
    ARTHUR SUBTITLE
    She's unlike any girl I've ever met.
    Oliver stops and looks at Arthur .
    OLIVER
    Someone flashy walks into your life and you're just gon na fall for it?
    ARTHUR SUBTITLE
    Are we married yet?
    OLIVER
    No, uh, it does n't work like that. There are other steps, it's complicated.
    They look at each other a beat and then walk on together .
    ARTHUR SUBTITLE
    I hope this feeling lasts.
    CUT TO PAST

INT. HAL'S HOSPITAL BATHROOM - DAY
    Oliver is shaving Hal 's face .
    HAL
    What happened with Michelle?
    OLIVER
    You know. I do n't know.
    HAL
    She seemed great.
    OLIVER
    She was great.
    HAL
    Maybe you should take out a personal ad, where you explain your situation?
    OLIVER
    My situation?
    HAL
    Yeah, I mean, you want to be in a relationship but you ca n't stay in one.
    OLIVER
    That's your fatherly advice? Personal ads?
    HAL
    Well, a lot of people use them. I did.
    OLIVER
    What?
    HAL
    If Andy was n't going to be monogamous, why should I be?
    OLIVER
    Jesus, Pop.
    HAL
    Jesus yourself.

INT. HAL FIELD'S HOUSE- DAY
    Hal 's friends hold up a hand - made `` WELCOME HOME '' sign in the living room . Oliver helps Hal walk to his crew , Andy at the center holding Arthur .
    HAL
    Hello house.
    ( Answers back in deep voice . )
    Hello Hal.
    Andy holds Arthur . Hal and Arthur kiss . They 've clearly missed each other . JUMP CUTS : Oliver takes bottles of pills and syrups and inhalers out of a Sav - On bag . He makes a chart of the medicine , the dosage , and puts the pills in a dish . It 's emotional job for him .

INT. HAL'S DINING/KITCHEN
    Oliver watches as Andy sneaks up behind Hal with his hands cupped closed . Hal turns and smiles .
    HAL
    Oh God, what have you got this time?
    ANDY
    It's a green caterpillar.
    HAL
    No, no, no, you do n't have a green caterpillar.
    ANDY
    Oh yeah I do.
    Andy opens his hands to reveal he actually does have a green caterpillar .
    HAL
    Oh my God. Gross! Oh, Jesus.
    ( LAUGHING . )

    Andy puts the caterpillar down on the saucer of Hal 's tea cup , gives him a big kiss , and starts to leave .
    HAL
    Hey, you going?
    ANDY
    Yeah, Michael's in town.
    HAL
    Oh. Right.
    Andy waves goodbye and leaves . Hal is sad but covering it up . He catches Oliver watching .
    OLIVER
    I thought he was your boyfriend?
    HAL
    Well, at least I'm the number one boyfriend.
    Hal grimaces in pain , doubles over .
    OLIVER
    Pop.
    HAL
    Oh, my stomach.
    OLIVER
    Alright, come on. Come on.
    Oliver tries to clear the couch of books and dogs for Hal to sit down .
    OLIVER
    Arthur, down.
    HAL
    Well, let's say, when you were little, you always dreamed of some day getting a lion?
    Oliver eases Hal down onto the couch .
    HAL
    And you wait and you wait and you wait and you wait and the lion does n't come. Then along comes a giraffe.
    Oliver helps Hal get his feet up .
    HAL
    You can be alone or you can be with the giraffe.
    OLIVER
    I'd wait for the lion.
    Oliver grabs the oxygen tubes and puts them on Hal 's face .
    HAL
    That's why I worry about you.
    Hal looks at Oliver with love and concern . CUT TO PRESENT

INT. OLIVER'S OFFICE - DAY
    CU on Oliver 's hands as he writes `` THE HISTORY OF SADNESS '' . CUT TO him drawing an explosion with the caption : `` EARTH BEGINS -LRB- SADNESS NOT YET INVENTED -RRB- '' . He draws a man and a woman with the caption : `` FIRST COUPLE TO MARRY FOR WRONG REASONS . '' He draws a spilled glass - `` INVENTION OF ALCOHOL , ANCIENT EGYPT . '' He draws a man 's face and torso : `` FIRST GAY MAN ACCUSED OF BEING MENTALLY ILL. '' He draws a man labelled `` PRESENT '' having been crushed by a giant boulder labelled `` PAST . '' Oliver stops drawing , thinking of a conversation with his father . CUT TO : Hal on his couch -LRB- previous scene -RRB- talking to Oliver .
    HAL
    You want me to be with someone like me. I like Andy cause he's not like me. he's fun.

INT. ANNA'S HOTEL HALLWAY
    Arthur runs down the hotel hallway , followed by Oliver , they come to a corner and Anna jumps out , scaring them , they laugh and continue on together . 10/29/07 44 .

INT. MELROSE BOOK STORE NIGHT
    Oliver and Anna are in the overcrowded used book store we saw earlier . Oliver sees her down the aisle .
    OLIVER
    Hey, what did you get?
    She puts the cover of Liv Ullman 's `` Changing '' over her face - Ullman 's face on the cover becomes Anna 's .
    OLIVER
    ( CONT 'D . )
    Liv Ullman. Very serious.
    ANNA
    And I found this crazy book.
    She holds an old copy of THE JOY OF SEX in front of her face .
    OLIVER
    That's kind of a classic American thing.
    Anna opens the book to a large drawing of a couple having sex .
    ANNA
    Maybe we can figure out some classic American things to do.
    Oliver takes the book and flips through the pages .
    OLIVER
    Yeah, Like page 75?
    ANNA
    Uh - huh.
    OLIVER
    Or 75 all the way through, through 80.
    LATER . Oliver , Anna and Arthur sit at the end of an aisle looking at a book on `` Old Hollywood '' . The book has a photo of Louise Brooks from the Twenties .
    OLIVER
    ( READING . )
    Louise Brooks, star of silent screen. effectively banned from Hollywood in early Thirties, ended up working as a salesgirl at Saks Fifth Avenue.
    Anna listens . Oliver turns the page , we see a photo of Veronica Lake .
    OLIVER
    Veronica Lake.
    ANNA
    Oh I love her.
    OLIVER
    She was a pin - up model and a film star. Success was short - lived. series of broken marriages. She struggled with mental illness and alcoholism. She died of hepatitis at the age of 53.
    ANNA
    All these actor stories end sad. I can tell you that already. It's not a good life.
    Oliver closes the book , they share a look , and something vulnerable . Anna changes the mood , pulls out The Joy Of Sex , skips through the pages as she talks .
    ANNA
    ( CONT 'D . )
    So. Now I want real Mexican food.
    She stops on an illustration she likes .
    ANNA
    ( CONT 'D . )
    And I want to try page. 46.

EXT. STREET TACO TRUCK - NIGHT
    Oliver , Anna and Arthur walk up to a typical L.A. Taco truck on the side of the street . There is nothing fancy looking about it .
    ANNA
    No.
    OLIVER
    Yeah.
    ANNA
    Really?
    OLIVER
    It's really good.
    JUMP CUT : They 're sitting on milk crates by the truck , ready to take their first bite , Anna dives in un - selfconsciously , we 're not sure what she thinks .
    OLIVER
    What do you think?
    ANNA
    It's so good.
    Oliver 's so relieved .
    OLIVER
    It's good? Oh, I was n't sure you'd like it.
    ANNA
    Why?
    OLIVER
    You're an actress and staying in that fancy hotel.
    Anna can barely swallow her huge bite .
    ANNA
    I like this place.

INT. ANNA'S HOTEL ROOM
    They lie on the bed , continuing their conversation , side by side , looking up at the ceiling together .
    ANNA
    I used to love hotels. But now I'm always in a new apartment or. in another hotel somewhere.
    OLIVER
    How do you keep hold of friends. or boyfriends?
    ANNA
    It makes it very easy to end up alone - to leave people.
    OLIVER
    You can stay in the same place and still find ways to leave people.
    She reaches up with her hand , their fingers intertwine .
    ANNA
    You are like that? Its what you do?
    Oliver nods yes . They know each other much better than either one knew .
    ANNA
    So we are the same?
    OLIVER
    Yeah, I guess so.
    The look to each other . CUT TO PAST

INT. HAL'S HOUSE - OLIVER'S ROOM - NIGHT
    Thumps and loud 1920 's music wakes Oliver in the middle of the night . He turns the lights on , discombobulated . He gets up , works his way through the dark house . Turning on lights .
    OLIVER
    Pop?

INT. HAL'S LIVING ROOM - NIGHT
    Hal 's awake , he 's taken down dozens of books from a wall to wall bookshelf . A huge physical task . MARIA a nurse is with him . Oliver 's dumbfounded .
    HAL
    Oh, did I wake you? Yeah.
    ( Handing Maria some books . )
    Thank you Maria.
    ( to Oliver . )
    And now that you're here, uh, would you please put those up there?
    OLIVER
    What are you -? Pop. What?
    HAL
    I'm reorganizing.
    OLIVER
    Prednisone makes you crazy.
    HAL
    I'm just not sleepy. I feel great.

INT. HAL'S OFFICE
    Oliver and Hal are sitting at either side of his desk , Arthur is in hal 's lap . The sound from last scene bleeds over .
    OLIVER
    ( V.O . )
    Pop, you should rest.
    Hal looks sick but energized , he shuffles his desk of papers .
    HAL
    As soon as I finish these papers. Right, papers?
    ( In a different voice . )
    Right, Hal. As soon as you're done, you can rest.
    Oliver can only sit and worry . CUT TO PRESENT

EXT. ELYSIAN PARK
    Anna , Oliver and Arthur are walking in Elysian park , a view of downtown behind them . Oliver 's looking at her face , she notices .
    ANNA
    What?
    OLIVER
    Nothing, you're pretty.
    ANNA
    No.
    OLIVER
    Yeah.
    ANNA
    Jewish girls are not pretty. They can be `` interesting'', or cute, but not pretty.
    OLIVER
    You're kidding right?
    ANNA
    That's what my mom told me.
    OLIVER
    She did not.
    Anna laughs . As Anna continues to explain , the sound begins to fade down .
    ANNA
    No, you're right, this girl at school told me that. And I went home and my mom said, ` Anna, who told you that?
    And Oliver 's narration fades in over them walking .
    OLIVER
    ( V.O . )
    This is what it looks like when Anna tells me about being Jewish in 2003. And when I tell her that my mother was Jewish. And then my father turned in his gay badge when my mother turned in her Jewish badge. And they got married in 1955.
    CUT TO NARRATED SEQUENCE PHOTOS OF GEORGIA IN 1938 , F.D.R. , BUSINESS MEN .
    OLIVER
    ( V.O . )
    My mother did n't know she was Jewish until she was 13. It was 1938. This is what people looked like.
    THEN LIONS AND GIRAFFES FROM 1938 . THEN ADOLF HITLER ON TIME MAGAZINE COVER .
    OLIVER
    ( V.O . )
    And lions and giraffes. This man was Man of the Year.
    THEN GEORGIA 'S FATHER IN 1938 , GEORGIA 'S SWIM TEAM PHOTO .
    OLIVER
    ( V.O . )
    Her father tried to hide that they were Jewish. This is the swim team that asked her to leave once they discovered that she was Jewish.
    THEN A QUICK SERIES OF ANGLO LOOKING FEMALE MODELS AND PIN - UP 'S FROM 1938 .
    OLIVER
    ( V.O . )
    This is what pretty looked like in 1938.
    NOW A STILL PHOTO OF HAL IN 1938 .
    OLIVER
    ( V.O . )
    My father realized he was gay when he was 13. It was 1938.
    THEN A SERIES OF PHOTOS OF MALE MODELS IN SWIM SUITS AND EXERCISING .
    OLIVER
    ( V.O . )
    This is what pretty looked like.
    THEN PHOTOS OF THEIR HIGH SCHOOL , G.I. 'S FROM W.W. 2 , AND JAMES DEAN . This is the high school where they first met . This is the war they both went to . And this man was popular when they met again . NOW A PHOTO OF A PUBLIC RESTROOM .
    OLIVER
    ( V.O . )
    This is the only place my father could hide and have sex in the Fifties.
    NOW HISTORICAL FILM FOOTAGE OF GAY MEN BEING BUSTED BY THE VICE SQUAD IN THE 1950 'S AND BEING LOADED INTO PATTY - WAGONS .
    OLIVER
    ( V.O . )
    My father said if you got caught my the Vice Squad you could lose everything. This is everything.
    A RAPID - FIRE SEQUENCE OF FACES AND PEOPLE FROM 1950 'S ADVERTISEMENTS - EVERYONE HAPPY AND ENJOYING THEIR CARS , FAMILIES , MEALS AND HAIR PRODUCTS . NOW A STILL PHOTOGRAPH OF A PSYCHIATRISTS COUCH .
    OLIVER
    ( V.O . )
    My father laid down on a couch like this and told the psychiatrist all his problems in 1955. The doctor told him that homosexuality was a mental illness, but it could be cured.
    AND THEN A MEDICAL MODEL OF A HUMAN BRAIN .
    OLIVER
    ( V.O . )
    Not everyone got cured.
    A MAP OF 1950 'S LA , WITH SMALL ARROW POINTING TO THEIR HOME
    OLIVER
    ( V.O . )
    This is where my parents lived in 1955.
    ANOTHER ARROW SUPERS ON VERY CLOSE TO THEIR HOME . TITLE : THE MATTACHINE SOCIETY
    OLIVER
    ( V.O . )
    And this is the home where the first gay rights group was secretly meeting.
    NOW A STILL PHOTO OF AN EMPTY CHURCH FROM THE 1950 'S .
    OLIVER
    ( V.O . )
    While they were reciting their vows, here in this church.
    AND THEN A STILL FROM ALLEN GINSBERG 'S 1955 APARTMENT .
    OLIVER
    ( V.O . )
    Allen Ginsburg was writing his famous poem, Howl, blocks away in this room.
    AS WE SLOWLY ZOOM INTO GINSBERG 'S APARTMENT , HISTORICAL RECORDING OF HIM READING HOWL FADES UP AND OVER THE NEXT SCENE .
    ALLEN GINSBERG
    ( V.O . )
    Who let themselves be fucked in the ass by saintly motorcyclists and screamed with joy. Who blew and were blown.
    CUT TO PRESENT

INT. OLIVER'S OFFICE - DAY
    GINSBERG 'S READING CONTINUES OVER : Oliver flips through a mock - up he made for `` The Sads '' - it 's all the happy faces from 1950 's advertising that we saw in the last scene . One face per - panel . LATER : the three members of `` The Sads '' and a RECORD COMPANY REP arrive . Jelly Roll Morton piano plays , we see but do not hear the meeting take place . The Sads look at the designs , which include many of the `` History Of Sadness '' drawings we have seen now in CD cover format - and no portraits of the band . It 's clear that The Sads are not into Oliver 's work . CUT TO : After the meeting , the RECORD COMPANY REP talks to Oliver alone .
    RECORD COMPANY LADY
    Just do the portrait of them, it's an album cover, right? That's what they want. Yeah?
    Oliver 's very disappointed but polite .
    OLIVER
    Yeah. Right.
    CUT TO:

EXT OFFICE BUILDING - CONTINUOUS
    Oliver and Arthur leave the office , defeated . CUT TO PAST

INT. HAL'S LIVING ROOM - DAY
    Oliver walks into Hal 's living room , carrying his full tray of medication .
    OLIVER
    Here, Pop.
    HAL
    Oh, God.
    OLIVER
    I know, I know. Come on.
    Hal begins taking his many pills , with each one he pings his glass with a teaspoon as he swallows . The room is cluttered with books . Oliver picks up a toppling pile of files from a paper - filled side table .
    HAL
    Hey, no, no, no. That's the Gay Pride Day stuff. Just leave those.
    OLIVER
    Alright.
    Oliver begins to neaten a messy pile of books on top of a chair .
    HAL
    And that's for gay book club. You better leave those too.
    OLIVER
    But what about this chair? Is it gay?
    HAL
    The chair's not gay. Obviously.
    Hal gets up and walks to the kitchen , his oxygen cannon cord is attached to the pump behind him , stopping him short .
    OLIVER
    Pop, Pop, the cord wo n't go that far.
    HAL
    Oh, to hell with it.
    Hal pulls off the oxygen and keeps walking , frail but determined . Andy enters with a large pilates ball .
    HAL
    Oh, hey what's that?
    ANDY
    Now that you're out of the hospital, you'll have to exercise, get you back into shape.
    Oliver ca n't believe it .
    HAL
    That's a great idea.
    ANDY
    Okay, let's try it. I'll, I'll show you how.
    Hal 's still heading to the sink .
    HAL
    Yeah, later on, I'm gon na make myself some tea.
    ANDY
    Okay, I'll clean it up. It's a little - yech.
    Andy walks out , Hal pours water into a kettle , in front of him on the window sill is the same vase from the first scene of the film , with some dead daisies in it .
    HAL
    Your mother's vase needs some flowers.
    Oliver looks at them frustrated and uneasy .

INT. STAPLES - DAY
    Oliver and Hal walk amongst all the products . Hal wears his portable oxygen and grabs different kinds of papers , dumping them in the basket Oliver holds .
    OLIVER
    Pop, you just got out of the hospital, you should take it easy.
    They 're in a new isle , Hal continues his march .
    OLIVER
    You need to tell Andy that you're. not well.
    Hal , continues on , avoiding looking at Oliver .
    HAL
    You'll tell him, wo n't you?
    Oliver 's flabbergasted , but his dad 's vulnerability is clear to him .
    OLIVER
    Me?
    HAL
    Please?

INT. HAL'S GUEST HOUSE - DAY
    Andy 's on an elliptical trainer , through a window we can see Oliver approaching with the weight of the world on his shoulders . Andy see 's him , can immediately sense that something is wrong .
    OLIVER
    Hey.
    Oliver approaches seriously , this makes Andy nervous , he stops his workout . Oliver tries to find his words .
    ANDY
    You know that I tried to have sex with women?
    OLIVER
    Yeah?
    ANDY
    Yeah. I wanted you to know I tried, it just, it did n't work.
    OLIVER
    Hey, I do n't have a problem with gay guys.
    ANDY
    Have you ever had sex with a man?
    OLIVER
    No.
    ANDY
    I heard that if a man has n't had sex with another man, he's always afraid of gay men. You know, they're a threat.
    Oliver 's blown away by the logic .
    OLIVER
    I do n't know Andy.
    ANDY
    I did n't want you to feel threatened, I do n't want to have sex with you. What I do, most people would n't even call it sex.
    Andy 's relieved he got this off his chest , all tension is relieved for him , Oliver is just confused .
    OLIVER
    Okay, okay.
    ANDY
    Hey.
    Andy gives Oliver a big sweaty hug . Oliver leaves .

INT. HAL'S KITCHEN - CONTINUOUS
    Oliver enters as Hal 's finishing the dishes .
    OLIVER
    I could n't tell him.
    HAL
    That's okay.
    OLIVER
    No it's not. You ca n't hide this from him. He loves you.
    HAL
    For someone with so much relationship advice, you seem awfully alone.
    Oliver , angry but at a loss for words , takes the flower vase and leaves , Arthur follows .

EXT. HAL'S HOUSE - CONTINUOUS
    Oliver and Arthur exit a side door , go to a planter full of daisies and cuts some for his mother 's vase . He looks back Arthur .
    OLIVER
    Just act natural. When he's not looking, we'll make a run for it, okay?
    CUT TO PRESENT

EXT. GRIFFITH PARK
    We cut to Arthur sprinting up a trail in Elysian park . Oliver and Anna chase after him . In contrast to the previous scene there is lightness and laughter here .

INT. ANNA'S HOTEL ROOM NIGHT
    The three enter , the phone is ringing , Anna is staring at it with dread . Oliver looks at her , he finally moves to pick it up .
    ANNA
    Do n't, do n't.
    It keeps ringing .
    ANNA
    It's my dad.
    They both watch the phone as it rings and stops .
    OLIVER
    He's that bad?
    She picks up the phone , and gestures for Oliver to pick up the line next to him .
    ANNA
    ( CONT 'D . )
    I'll be my dad, you be me.
    OLIVER

    OK.
    says.
    ANNA
    ( In a deep man 's voice . )
    Honey?
    She gestures again , Oliver picks up the phone on his side of the bed . Anna turns away , he can only see her back across the bed . He turns away too .
    OLIVER
    Oui?
    Anna continues to talk in a different voice .
    ANNA
    C'est toi, cheri?
    OLIVER
    Oui Papa.
    ANNA
    You never call me back.
    ANNA
    You know, I ca n't stop thinking about, you know, about it. Doing it.
    OLIVER
    Doing what?
    ANNA
    Killing myself. You are the only one I can tell that to.
    Oliver breaks role , turns around looks at her .
    OLIVER
    You should tell mom about that, not me.
    She just looks at him . Back into phone .
    ANNA
    You are my girl.
    They hang up . She 's embarrassed , she lightens the mood to get out of this intimacy .
    ANNA
    Now I have to kill you.
    OLIVER
    Just as it was going so well.
    ANNA
    I know. I'm sorry.
    She tosses a pillow over his face and pretends to shoot him twice . She pulls the pillow back tentatively , he 's smiling .
    OLIVER
    Hey Anna?
    ANNA
    Hey Oliver?
    OLIVER
    How do you feel about vandalism?
    It 's the last question she thought he 'd ask . She 's amused .
    ANNA
    I do n't know. Pretty okay.

EXT. LOS ANGELES STREETS/INT. CAR - NIGHT
    Anna , Oliver , Elliott , Shauna and Arthur drive up Sunset Blvd. . They arrive at Alvarado , park and get out . Above them a well lit large blank/white billboard . As Oliver and Elliott get spray paint cans from the back of the car .
    ELLIOTT
    Oliver, do n't write any of that serious stuff, okay? Just write something funny. Girls like funny.

EXT. ROOFTOP
    The gang get to the top of the stairs , on to the roof where they can see the large blank billboard towering in front of them .
    SHAUNA
    You know what? Here, give me Arthur. We'll just stay here and get arrested. You know, that's good.
    Oliver leaves Arthur with her , and Anna and Elliott and him head off to the billboard . They climb it 's structure , it 's high and a bit scary . On the top is a gang plank looking over the city . Anna is happy she came . Elliott goes to paint the back side of the billboard . Oliver meets up with Anna , over looking the city .
    OLIVER
    You okay?
    ANNA
    Yeah. I'm gon na stay here with my new friend.
    ( the handrail she holds . )
    .
    OLIVER
    Okay.
    Oliver walks out and writes big letters across the billboard . YOU MAKE ME LAUGH BUT IT 'S NOT FUNNY . He makes his way back . Anna 's not where she was , he looks and finds her in the gangways between the two billboards with a view to downtown below her .
    ANNA
    C'est beau ici.
    OLIVER
    Yeah.
    He comes to her , wanting to get beyond the romance somehow .
    OLIVER
    I'm trying to impress you.
    ANNA
    ( Gasps ironically . )
    Really?
    She walks to him and puts her hands around his head , somehow it 's more intimate and vulnerable now .
    ANNA
    It's working.
    They kiss . MOMENTS LATER . They 're at the bottom of the ladder . They all run back to their car .

INT. ANNA'S HOTEL - NIGHT
    Oliver , Anna and Arthur walk down the hallway . Arthur bolts ahead suddenly , getting free of Oliver , he runs to and OLD MAN - wearing all black and looking just like Hal . Oliver runs up to stop Arthur .
    OLIVER
    Arthur, Arthur. I'm sorry.
    We see the old man 's face , it 's not Hal , but it the resemblance hits Oliver too . The man is struggling with his hotel key card .
    OLD MAN
    Oh. No problem. No problem. What's with this card?
    OLIVER
    ( CONT 'D . )
    Uh, do you mind?
    Oliver swipes the man 's key , the door opens .
    OLD MAN
    Thank you.
    He disappears . Oliver looks overwhelmed by this ghost . Anna senses what 's happened . She leads Oliver to their room .

INT. ANNA'S ROOM - NIGHT
    Oliver sits on the bed , sinking . Anna watches him . She comes to him , hugs him .
    ANNA
    He looked like your dad?
    OLIVER
    Yeah.
    She wants to take care of him , she lays him back on the bed , helps him take his coat off , she 's sitting on him , caressing him - Oliver is overwhelmed by memory .
    OLIVER
    Somewhere along the line, he stopped admitting to himself that he was sick.
    CUT TO PAST

INT. HOSPITAL - DAY
    1 . Camera tracks with Oliver helping Hal into the Cancer Center . Hal is full of life . SAME ANGLE TWO MORE TIMES , DIFFERENT DAYS , DIFFERENT CLOTHES AND EXTRAS . 2 . Hal arrives at the cookie plate in the Cancer Center Lobby . SAME ANGLE TWO MORE TIMES , DIFFERENT DAYS , DIFFERENT CLOTHES AND EXTRAS . 3 . CU on the cookie plate . SAME ANGLE TWO MORE TIMES , DIFFERENT DAYS , DIFFERENT COOKIES . 4 . Hal sits happily eating his cookie . He is chipper , alive , without self - pity . SAME ANGLE TWO MORE TIMES , DIFFERENT DAYS , DIFFERENT CLOTHES AND COOKIES .

INT. RADIATION ROOM
    Hal looks into camera -LRB- Oliver 's perspective -RRB- as he pulls his shirt off , the radiation machine is in the background . Hal grandly introduces Oliver to the Technician .
    HAL
    Oliver, this is Blake. He's a wonderful man.
    CU of the small round registration tattoos on Hal 's chest
    HAL
    Look. I finally got a tattoo. Registration purposes of course.
    CUT BACK TO PRESENT

INT. ANNA'S HOTEL ROOM
    Anna still straddles Oliver , she 's moved by his story .
    ANNA
    Good for him.
    CUT BACK TO PAST Oliver continues to tell Anna about Hal .

INT. COUNTERPOINT BOOKSTORE
    OLIVER
    ( V.O . )
    He did a lot of shopping. Bought all these books.
    SAME ANGLE AND LOCATION , JUMP CUT THROUGH 3 DIFFERENT DAYS OF HAL LOOKING FOR BOOKS . JUMP CUT THROUGH 3 DIFFERENT SETS OF BOOKS BEING PUSHED TOWARDS THE CASH REGISTER .
    OLIVER V.O.
    And new clothes.

INT. MENS CLOTHING STORE DRESSING ROOM.
    SAME ANGLE , MENS DRESSING ROOM , 3 DIFFERENT DAYS , OLIVER BRINGS DIFFERENT CLOTHES TO HAL IN THE DRESSING ROOM .

INT. STAPLES STYLE STORE - DAY
    Hal buying more and more paper , Oliver helping him .
    OLIVER
    ( V.O . )
    He was obsessed with Staples.

INT. NURSERY
    JUMP CUT THROUGH TWO DIFFERENT DAYS , OLIVER HELPS HAL BUY PLANTS .
    OLIVER
    ( V.O . )
    He bought a lot of plants.
    CUT BACK TO PRESENT

INT. ANNA'S HOTEL ROOM
    Oliver 's very emotional now , as is Anna .
    OLIVER
    He had a lot of parties.
    CUT TO PAST

INT. HAL'S HOUSE - NIGHT
    Oliver arrives at Hal 's , there is a party going on , Oliver is surprised , he carries groceries with him .
    HAL
    Well, glad you could make it.
    OLIVER
    I thought I was making dinner?
    HAL
    It's movie night.
    Oliver and Hal make their way through a crowd of Hal 's gay friends . They 're in party mode .
    PARTY GUEST
    Hal, you look wonderful.
    HAL
    Oh, I'm turning the corner on this thing.
    We loose Hal and Oliver in the group .

INT. HAL'S DINNING ROOM - ANOTHER DAY
    Twelve of Hal 's gay friends sit around the table in an assembly line of paper folding - envelope stuffing - labeling , stamping .
    OLIVER
    ( V.O . )
    He had these political letter writing parties, there was an out gay congressman he was supporting.
    Hal leads the guys as they put the letters together .

INT. HAL'S HOUSE (BACK TO MOVIE NIGHT PARTY)
    BACK TO Oliver and Hal , arriving in the kitchen with the groceries .
    OLIVER
    ( V.O . )
    He started telling everyone that he was getting better.
    They 're finally almost alone .
    OLIVER
    ( CONT 'D . )
    Why're you telling them you're `` turning the corner''?
    HAL
    Well.
    OLIVER
    You have stage 4 cancer?
    HAL
    It's not as bad as it sounds.
    OLIVER
    Pop. There is no stage 5.
    HAL
    That's not what it means.
    OLIVER
    What does it mean?
    HAL
    It just means it's been through 3 other stages.
    Oliver does n't know what to say , he looks through the door at all of Hal 's friends - happy , laughing , partying . He looks back at Hal , ready to fight him more , but for the first time we can see fear and doubt in Hal 's face .
    OLIVER
    What movie are we watching?
    HAL
    `` The Life of Harvey Milk.'' He was the first openly gay politician.
    OLIVER
    Yeah I know who Harvey Milk is.
    HAL
    Good, good.
    Hal heads back to the party , leaving Oliver alone in the kitchen overwhelmed . MOMENTS LATER : Everyone is crowded onto the couches , they 're watching the Harvey Milk film .

INT. HAL'S OFFICE
    Hal paces and dictates to a secretary .
    OLIVER
    ( V.O . )
    He hired a secretary that he could dictate to.
    LIVE ACTION PORTRAIT OF THE SECRETARY LOOKING INTO CAMERA .
    OLIVER
    ( V.O. ; CONT 'D . )
    He wrote an essay about religion.

INT. HAL'S DINNING ROOM - ANOTHER DAY
    Hal works with his secretary as Oliver looks on . Hal pulls the lap - top to himself and reads what he has dictated .
    HAL
    Eventually Jesus grew old. He could no longer walk far and he could no longer preach in a loud voice. One day he announced to his apostles that he was departing. The three disciples prayed with him, gave him water, bathed and fed him. After gasping for breath for several days, one morning, just as dawn came, Jesus passed away.
    OLIVER
    You re - wrote Jesus' death?
    They all laugh .
    HAL
    It was so violent, we need new stories.
    Oliver goes over and kisses Hal on the head .

INT. HAL'S LIVING ROOM
    Oliver enters and sees Hal and Andy taking a nap together on the day bed . Hal wakes up and waves at Oliver .
    OLIVER V.O.
    For the first time I saw him really in love.
    Oliver waves back at his father .
    ANNA V.O.
    He sounds amazing. But that must have been crazy for you.
    CUT TO PRESENT

INT. ANNA'S HOTEL ROOM
    Anna hugs and kisses Oliver . She 's both overwhelmed by his need and sympathetic to all that he 's lost . LATER THAT NIGHT : The room is dark , Oliver is asleep . Anna is nervously awake . She quietly gets out of bed , puts her pants on , and sneaks to the door . Arthur wakes up and hops to her wanting to follow .
    ANNA
    Stay here.
    She starts to close the door , Arthur scratches , she tries again , he scratches . She opens the door , Arthur trots out into the hallway - Anna catches up with him .

INT. HOTEL HALLWAY
    A troubled Anna walks down the hallway with Arthur .

INT. HOTEL BALLROOM
    A dark empty ballroom , filled with tables . Anna sits in the dark and smokes .

INT. HOTEL ROOM
    Oliver wakes up , slowly figures out that Anna is not in bed .
    OLIVER
    Anna?

INT. HOTEL HALLWAY
    Oliver , now in clothes , sleepily looks for Anna . 10/29/07 66 .

INT. HOTEL BALLROOM
    Oliver enters the ballroom , Arthur trots to him . He see 's Anna across the room - full of heavy feelings . He sits by her .
    ANNA
    I could n't sleep, I wanted to walk around.
    Oliver 's petting Arthur . He 's confused and hurt .
    ANNA
    You've lost so much. What if I ca n't make up for that?
    OLIVER
    If this is too much, then we should just stop.
    Oliver gets up and starts to leave , Anna 's surprised . She catches up with him puts her arms around him from behind .
    ANNA
    Wait, wait.
    She forces him to stay there .
    ANNA
    I do n't want to stop.
    They hold this pose in silence for a beat , then , surprisingly , he hoists her over his shoulder , and carries her back to their room . She laughs , they 've made it past this trouble . CUT TO PAST

EXT. LARGE PARKING LOT - DUSK
    Andy shouts .
    ANDY
    Ready?
    Andy has a set - up of large fireworks ready to go , Hal and twelve friends stand by , Oliver 's behind .
    EVERYONE BUT OLIVER

    YES!
    says.
    Mock enthusiasm .
    OLIVER
    No!
    The fireworks go off . BOOOM BOOOM BOOOM BOOOM IT IS INCREDIBLY LOUD . Big fireworks explode , the guys laugh and HOLLER . Hal raises his arms up in the air in celebration .
    HAL
    Again!
    EVERYONE

    AGAIN! AGAIN!
    AGAIN! says.
    As Andy lights up some more . BOOOM BOOOM BOOOM BOOOM Oliver covers his ears , he yells out .
    OLIVER

    FFFFFUUUUCCCCKKKKKK!!!!!!!!
    says.
    He 's still yelling after the explosions stop . The guys , all sensing the insanity laugh and yell back at him .
    GUYS

    FFFFFUUUUUCCCCCCKKKKKK!!!!!
    says.
    Oliver 's laughing now - the noise , the absurdity . Hal and Oliver make eye contact . Hal yells less strongly than the others but trying .
    HAL

    FFFFFFUUUUUCCCCKKKKK!!!!!
    says.
    They keep eye contact . They are bonded , happy , out of their normal confines . Oliver comes to Hal , yelling again .
    OLIVER

    FFFFFUUUUUCCCCCCKKKKKK!!!!!
    says.
    HAL

    FFFFFUUUUUCCCCCCKKKKKK!!!!!
    says.
    OLIVER

    FFFFFUUUUUCCCCCCKKKKKK!!!!!
    says.
    HAL

    FFFFFUUUUUCCCCCCKKKKKK!!!!!
    says.
    CUT TO LATER : All the guys spread out across the parking lot looking for Arthur who must of fled during the explosions .
    EVERYONE
    Arthur! Arthur. Arthur.
    CUT TO PRESENT

INT. ANNA'S HOTEL ROOM MORNING
    Arthur runs towards camera chasing a tennis ball that Anna threw for him . He runs back and jumps onto the bed , waking Oliver . He 's sleepy , she 's happy , wants him to wake up .
    ANNA
    Ah, you're awake! Arthur says it's time to get up, he says he has the day off.
    OLIVER
    He talks to you too?
    ANNA
    Yeah.
    OLIVER
    Your English is not so perfect. And he said ten minutes.

INT. MOONLIGHT ROLLER RINK - NIGHT
    Hard cut Oliver and Anna roller - skating to carousel music . They 're having a great time being terrible at it . Oliver and Anna join Elliott and Shauna on the side of the rink . Arthur is half hidden in a duffle bag at their feet .
    OLIVER
    You okay?
    ( to Anna . )
    You did really well.
    ELLIOTT
    Yeah, I ca n't believe that was your first time.
    OLIVER
    ( To Arthur . )
    You watching all the humans going around and around.
    The manager of the rink suddenly arrives , upset .
    MANAGER
    Excuse me. There's no dogs allowed in the building. You need to remove him from the premises please.
    OLIVER
    If I leave him on his own, he loses all control.
    MANAGER
    I'm sorry. There's no dogs allowed in the building.
    OLIVER
    Yeah, but if I leave him in the car, he cries, he howls. I ca n't leave him in the car.
    ELLIOTT AND SHAUNA
    C'mon, it's her first time!
    ANNA
    ( ANGRILY . )
    A ca vas! C'est bon!
    MANAGER
    I do n't know what she's saying but I do n't like it.
    OLIVER
    She is just talking in French. She's saying it's OK, it is such a small dog.
    MANAGER
    You need to remove the dog from the premises or I'm going to have to call the authorities.
    OLIVER
    You're gon na call the authorities?
    ELLIOTT AND SHAUNA
    Fuck it, steal the skates, just leave.
    ANNA
    Dans ce pays! On ne peut pas amener un chien. On peut rien faire. Mais c'est con.

EXT. MOONLIGHT ROLLERINK BACK DOOR - CONTINUOUS
    Oliver , Anna and Arthur make their way out the door and down the street in their skates .

INT. MAIN HOTEL HALLWAY
    They roll down the main lobby hallway , Arthur running behind , dodging people as they go . 10/29/07 70 .

INT. UPSTAIRS HOTEL HALLWAY
    They struggle to skate down the hotel hallway , past a maid .
    OLIVER
    Sorry, excuse us, sorry.
    They enter Anna 's door .

INT. ANNA'S HOTEL ROOM - CONTINUOUS
    Oliver , Anna , Arthur enter on their skates . Still very playful , they skate around the big room . The phone rings . Anna 's face falls , they both know it must be her father . She muster 's on trying to have a good time . Oliver goes and unplugs the phone .
    OLIVER
    He should n't do this to you.
    The phone in the next room keeps ringing . He awkwardly skates to it and unplugs it . He returns . Oliver skates to her concerned .
    ANNA
    Even if we do n't answer, he's still in here.
    ( points to her head . )
    . I go somewhere else, he's still here.
    Oliver can relate .
    OLIVER
    Your leaving soon?
    ANNA
    Yeah.
    OLIVER
    I think you should come to my house and move in with me.
    ANNA
    Would you want a strange girl like me?
    OLIVER
    Yeah, a lot.
    She 's very moved .
    ANNA
    Do you cook?
    OLIVER
    Yes.
    ( not so sure . )
    .
    She laughs . She almost cries as she thinks this over . She skates to him , puts her arms around him .
    ANNA
    I would love that.
    They kiss .
    OLIVER
    But now I'm going to have to kill you for sure now.
    ANNA
    Why?
    OLIVER
    Cause I'm falling in love with you.
    The sound in the room fades down , Oliver 's narration fades in over the shot of them embracing in their skates .
    OLIVER V.O.
    Anna and I are in a relationship in 2003.
    STILL PHOTOS OF THE SUN IN 2003 , THE STARS , LIVE ACTION SHOT OF OLIVER AND ANNA EATING , TALKING AT NIGHT IN BED :
    OLIVER
    ( V.O . )
    This is what the sun looks like and the stars. This is what it looks like when we eat. When we tell each other the stories in our heads.
    THEN STILL PHOTOS OF L.B.J. , GEORGES POMPIDOU , THEN SUN IN 1971 , ANNA 'S CAT , ANNA 'S PARENTS IN THE 70 'S , ANNA 'S
    OLIVER
    ( V.O . )
    I was born in 1965. Anna was born in 1971. This is what the sun looked like. Her pets. Her parents. She left home when she was 16. She lived here and here and here.
    NOW STILL PHOTOS OF FOUR DIFFERENT YOUNG MEN , 3 DRAWINGS OF OLIVER 'S X 'S :
    OLIVER
    ( V.O . )
    She had three serious relationships. She left all of them. I had four serious relationships. I left them too. Or let them fall apart.
    STILL PHOTOS OF W.W. 2 GI 'S SEEN BEFORE , AND THE PUBLIC MENS ROOM SEEN BEFORE . LIVE ACTION SHOT OF ANNA FEELING TROUBLED , LIVE ACTION SHOT OF ANNA WALKING BY THE RIVER LOOKING INTO CAMERA HAPPY .
    OLVIER
    ( V.O . )
    We did n't go to this war. We did n't have to hide to have sex. Our god fortune allowed us to feel a sadness that our parents did n't have time for and a happiness that I never saw with them.
    NOW LIVE ACTION SHOT OF OLIVER AND ANNA TALKING AT NIGHT , LIVE ACTION SHOT OF OLIVER AND ANNA RUNNING BACKWARDS IN PRETEND SLOW MOTION . THEN ANNA 'S EYES LOOKING INTO CAMERA , HER EAR , HER FEET , ANNA SAYING `` I LOVE YOU '' .
    OLIVER
    ( V.O . )
    We did n't know how we learned the stories in our heads but sometimes they stop running and I can really see Anna's eyes in 2003. Her ears. Her feet. This is what it looks like when she says, I love you, in 2003.
    LIVE ACTION SHOT OF ANNA CRYING WITH OLIVER , LIVE ACTION SHOT OF OLIVER HUGGING HER AND ANNA SAYING SOMETHING WE CAN NOT HEAR .
    OLIVER
    ( V.O . )
    This is what it looks like when she cries. When she tells me there's always a new empty room waiting for her. They used to make her feel free. Now they make her feel the opposite of free.

INT. OLIVER'S OFFICE - DAY
    Oliver 's at his desk , looking at photos of himself and his mother at a museum exhibit from the 70 's . We see young Oliver and Georgia , an exhibit of stuffed animals , a quote on a wall . Oliver goes to his notebooks , looks through them till he finds a small rainbow sticker . He puts it on the table and thinks . CUT TO PAST

EXT. HAL'S DINNING ROOM
    Oliver 's helping Hal take his medication , Hal deals with is mail .
    OLIVER
    Next one.
    HAL
    Lord.
    With each swallow he pings a glass with a fork . Hal opens a letter from a gay rights organization , he hands Oliver the rainbow sticker we just saw .
    HAL
    ( CONT 'D . )
    Here, that means gay pride.
    OLIVER
    Yeah, everyone knows that, here.
    He gives Hal another pill , another reluctant difficult swallow , another ping .
    HAL
    No they do n't.
    OLIVER
    Everyone knows about that Pop.
    HAL
    Do n't be ridiculous.
    Hal 's hiding something , he does n't look Oliver in the eyes when he asks .
    HAL
    Did you know, about me?
    Oliver shakes his head no .
    OLIVER
    No, I just thought you and mom were n't in love.
    HAL
    We loved each other.
    OLIVER
    But you were gay that whole time.
    HAL
    I learned how not to be.
    OLIVER
    For 44 years?
    HAL
    I knew I was gay, though, at dinner parties I was looking at the husbands not the wives. I could n't have survived if I did n't know that. I just chose not to follow those instincts.
    OLIVER
    What about sex? You guys had sex?
    HAL
    She did n't think I was the greatest lover, but we made do. Look, I liked my life, the museum, our house, that's what I wanted.
    OLIVER
    And mom? You wanted mom too right?
    Frustrated and angry , Oliver takes the pill tray into the kitchen , leaving Hal behind .
    HAL
    Yes, stop that.
    HAL
    She proposed to me you know.
    This draws Oliver back into the room .
    HAL
    I said - look I love you and we're great buddies but you know what I am. And then she says, that does n't matter. I'll fix that.
    Oliver 's never heard this part of the story before . ` HAL I thought . Oh , God . I 'll try anything . SCREEN FILLS SOLID PINK .
    OLIVER
    ( V.O . )
    Sex.
    SCREEN FILLS SOLID RED .
    OLIVER
    ( V.O . )
    Life.
    SOLID ORANGE .
    OLIVER
    ( V.O . )
    Healing.
    SOLID YELLOW .
    OLIVER
    ( V.O . )
    Sunlight.
    GREEN .
    OLIVER
    ( V.O . )

    NATURE

    TURQUOISE .
    OLIVER
    ( V.O . )
    Spirit.
    WE SEE STILL PHOTOS OF THE FIRST GAY PRIDE FLAG , THE 1977 SAN FRANCISCO GAY PRIDE PARADE .
    OLIVER
    ( V.O . )
    The first Gay Pride flag was made in 1978 by a man named Gilbert Baker. He gave a meaning to each color.
    NOW STILLS PHOTOS OF CARTER , A LEGO FIGURE , SUPERMAN , PETS :
    OLIVER
    ( V.O. ; CONT 'D . )
    This man was President. This was invented, this is what movies looked like. Pets.
    HISTORICAL FOOTAGE OF HARVEY MILK 'S BODY BEING CARRIED AWAY ON A STRETCHER .
    OLIVER
    ( V.O. ; CONT 'D . )
    On November 27th, 1978. Harvey Milk was shot and killed.
    STILL PHOTOS OF THE MUSEUM EXHIBIT OF STUFFED ANIMALS .
    OLIVER
    ( V.O. ; CONT 'D . )
    One week later, my father opened his annual Museum Christmas Exhibit. He collected stuffed animals from people in the community, and put them on display. My father printed a quote from The Velveteen Rabbit in large type on the wall.
    NOW A STILL PHOTO OF THE QUOTE ON THE WALL OF THE MUSEUM .
    OLIVER V.O.
    ` The stuffed rabbit asked - What is real? And the Horse said, `` Real is n't how you're made. It's a thing that happens to you. When a child loves you for a long long time not just to play with, but really loves then you become real.
    NOW WE SEE HISTORICAL FOOTAGE OF GAY MEN BEING LOADED INTO PATTY WAGONS BY THE VICE SQUAD IN THE 1950 'S :
    OLVIER
    ( V.O . )
    And the rabbit asked, ` Does it hurt?' And the horse said, ` Sometimes.' ` Does it happen all at once like being wound up, or bit by bit?'.
    THEN HISTORICAL FOOTAGE OF CASTRO STREET DURING THE 1977 GAY
    OLIVER
    ( V.O . )
    ` It takes a long time. That's why it does n't happen to people who break easily.

INT. HAL'S LIVING ROOM
    Oliver enters to find Hal and Andy dancing humorously to loud opera music . Hal dances free , without restraint , full of life .
    OLIVER
    ( V.O . )
    Generally by the time you are real, most of your hair has been loved off, and your eyes drop out and you get loose in the joints. But these things do n't matter at all because you are real and you ca n't be ugly, except to people who do n't understand.'''
    The music blares as Arthur greets Oliver . Hal comes to Oliver , Andy continues to dance .
    HAL
    Andy's moving in.
    OLIVER
    Yeah? Is that a good idea?
    Hal hugs Oliver .
    HAL
    Just be happy about it.
    Oliver ca n't just be happy about it . CUT TO PRESENT 10/29/07 77 .

INT. OLIVER'S OFFICE
    HARD CUT TO : Oliver 's design for The Sads tacked on his wall - a clumsy drawing of a man and a woman with the caption : `` First couple too in love to feel sad . '' Reveal a Sads band member looking at the design in disbelief . The rest of the band looks at Oliver 's wall of designs - there are no portraits of them . We cut into the meeting mid melt - down .
    OLIVER
    This is the idea, is that it's the history of sadness.
    Oliver spreads out an impossible long CD panel design .
    OLIVER
    Here, this could be your.
    The panels go on and on .
    OLIVER
    Your gon na need a big CD box.
    JUMP CUT : Later , Oliver 's still trying to talk the band into his idea . Four billion years ago , Earth begins . And the idea is that sadness has not been created yet . JUMP CUT : Oliver and the RECORD COMPANY REP now alone .
    OLIVER
    I'm sorry.
    RECORD COMPANY REP
    I'm sorry too.
    They shake hands and she leaves . JUMP CUT : Oliver 's now alone with Arthur in his lap .
    OLIVER
    Well, that went well.
    ARTHUR SUBTITLE
    Are we married yet?

EXT. OLIVER'S HOUSE
    Oliver 's car stands in front of his house . He gets Anna 's suitcase out of his car .
    OLIVER
    Come on Arthur.

INT. OLIVER'S FRONT DOOR
    They enter his house , it 's her first time there . She 's nervous , but tries to get over it .
    OLIVER
    This is the living room.
    He leads her into the dining room .
    OLIVER
    Dining room.
    Oliver points to a photo of his parents when they were in their 50 's .
    OLIVER
    There are my parents. My mom. Hal, Georgia, this is Anna - Anna - Hal, Georgia.
    Anna 's overwhelmed feeling increases , she continues to try to roll with it .
    ANNA
    Hello.

INT. OLIVER'S STAIRWELL
    Oliver continues his tour , leading her up the stairs to his room .
    OLIVER
    These're the stairs.
    ANNA
    Yeah?
    OLIVER
    They go up.

INT. OLIVER'S BEDROOM
    They enter , Anna 's churning , he shows her some drawers in his dresser that he emptied out .
    OLIVER
    I emptied these for you. I'll get your case.
    Anna looks around , not able to deal with the intimacy , stability and generosity .
    OLIVER
    Are you okay?
    She want 's to be , she hides it all by initiating sex with him , physical and fast .

INT. OLIVER'S BEDROOM - NIGHT (LATER)
    They sleep .

INT. OLIVER'S BEDROOM - DAWN
    Oliver wakes up , he figures out he 's alone again . Feelings he was trying to overlook come to the surface now .

INT. OLIVER'S LIVING ROOM - MORNING
    Oliver comes into the living room finds Anna on the couch . Feelings of hurt and mistrust well up in him . Nervous at Oliver 's look , feeling in trouble , she tries to reconnect .
    ANNA
    You OK?
    OLIVER
    Are you?
    ANNE
    I could n't sleep, I did n't want to bug you.
    Oliver ca n't overcome his mistrust of her and the whole situation . She tries to defend herself , honest and vulnerable .
    ANNA
    I was nervous, and excited. I kept thinking, maybe I'm not so lost.
    OLIVER
    Why were you crying yesterday?
    They 're miles apart .

INT. OLIVER'S OFFICE - DAY
    Oliver deep in thought , something building in him . CUT TO PAST REPEAT MEMORY : Young Oliver watches his mother and father go through the motions of kissing . CUT TO PRESENT

EXT. OLIVER'S HOUSE- NIGHT
    Oliver and Arthur stand outside his house at night .

INT. OLIVER'S BEDROOM
    Oliver notices Anna 's drawers are still empty .

INT. OLIVER'S DINING ROOM
    They eat , their connection is broken . Oliver is moody and distant .
    ANNA
    You okay?
    OLIVER
    Yeah.
    CUT TO:

INT. OLIVER'S KITCHEN ROOM - MORNING
    Oliver alone in the kitchen , brooding . Anna enters in her Kimono .
    ANNA
    You seem so unhappy with me.
    OLIVER
    Well are you happy here?
    ANNA
    Maybe I'm not perfect at it. I do n't really know what I'm doing. but I want to be here.
    He 's silent , distant , confused . She 's hurt by his silence and mistrust and leaves . 10/29/07 81 .

INT. OLIVER'S BEDROOM
    WE SEE BUT DO N'T HEAR : Oliver and Anna talking/arguing through a series of jump cuts . The sound comes back for the last line .
    OLIVER
    I do n't know Anna. I do n't think this is what I am supposed to feel like.
    Anna looks crushed and surprised .
    ANNA
    Okay. I will go back to New York then.
    She gets up to go .

EXT. OLIVER'S HOUSE DAY
    A cab is picking her up , Anna looks back up at Oliver 's house , hoping something will happen , nothing does , she puts her suitcase in the trunk and gets in .

INT. OLIVER'S LIVING ROOM DAY
    Oliver paces by his door . He rests his head against the door , lost in a confused sadness , we cant tell he 's crying . CUT TO PAST

INT. HOSPITAL HALLWAY - DAY
    Oliver 's POV as he pushes Hal 's wheelchair down a cold hospital hallway .

INT. DOCTORS' OFFICE - DAY
    Inside a small doctor 's office , Hal , Oliver and Dr. Long have a meeting .
    DR. LONG
    Hal, you do n't need to come in for any more treatments.
    Stoic and irreverent , Hal feigns surprise .
    HAL
    Have I done something wrong?
    DR. FLASTER
    It's best that you stay home. Hospice can help you more now, any more treatments would just - cause more pain.
    HAL
    I see.
    DR. LONG
    I'm sorry, I wish we could do more.
    HAL
    You did an excellent job Dr. Long. Thank you. for. For coming to the party.
    Oliver 's devastated .

INT. HAL'S HOME - DAY - LATER
    JUMP CUTS : From Hal and Oliver 's POV we jump through time as two men deliver and set up a hospital bed in Hal 's living room . And the nurse puts sheets and a blanket on the bed .

EXT. HAL'S STREET - DAY
    Oliver wheels Hal 's chair in outside the house , taking him to see a view of the canyons . Hal 's face reveals he 's finally stopped denying the end is near .

INT. HAL'S HOUSE - NIGHT
    Oliver and Hal sit side by side in his new hospital bed , it 's dark and quite and Oliver has his hand in Hal 's .
    HAL
    You always wanted to hold my hand when you were little. I could n't, you know. I was afraid it would look funny. I wanted to be close, you know and my father certainly was never close with me. God, I hope I was n't like that.
    OLIVER
    I can barely remember you from when I was little.
    HAL
    I guess I was at work.
    CUT TO PAST 10/29/07 83 .

INT. MUSEUM OPENING 1978
    Young Oliver walks behind Georgia as she meanders through the crowd , feeling alone . She turns and finds Oliver on her tail . A fancy woman is talking pretentiously about a painting . Georgia 's critical and amused , she sidles up to the woman and gently places her head on the woman 's shoulder .
    FANCY WOMAN
    Oh!
    Georgia smiles at her , casually unnerving . Oliver pulls her away .
    OLIVER
    Let's go home.
    CUT TO : Oliver and Georgia heading away through the gallery .
    GEORGIA
    What about your father? What will he possibly do without us?

INT. MUSEUM HALLWAY
    As they 're making their way out of the museum an formal older lady stops them .
    OLDER WOMAN
    Georgia? You leaving?
    GEORGIA
    Yes Mary, it's an emergency, Oliver's appendix has ruptured.
    OLDER WOMAN
    Oh dear.
    They look at Oliver who 's mortified .
    GEORGIA
    He's a very composed child.
    OLIVER
    Let's go.
    Oliver pulls her away before she starts any more trouble .

EXT. STREET/INT. GEORGIA'S CAR
    Georgia 's in drivers seat , they 're at a stoplight .
    GEORGIA

    Oliver points left and she turns .
    GEORGIA
    Aha. The infamous left.
    Up a new street , they arrive at the next stop .
    GEORGIA
    And?
    Oliver points left .
    GEORGIA
    Left again. Going in circles. I like it.
    Irreverent but heavy , they drive on .

INT. OLIVER'S CHILDHOOD HOME
    Oliver and Georgia enter . She heads down the hallway to her room , Young Oliver follows behind . She walks down the hallway to her bedroom , enters and closes the door . CUT TO PRESENT

INT. OLIVER'S HOUSE - NIGHT
    Oliver lies on his bed in the half darkness . He 's been there a while , Arthur staring at him . CUT TO PAST

INT. ANNA'S HOTEL
    Oliver remembers Anna on her hotel bed the night they met , messing up his hair , kissing for the first time . BACK TO PRESENT

INT. OLIVER'S BEDROOM
    Oliver feeling the most lost , ca n't help but look at Arthur who 's staring him down .
    ARTHUR SUBTITLE
    We knew it would n't work even before we met her.
    Oliver get 's this more than ever . Something changes inside of him , he picks up his cel phone and dials .
    ANNA

    OLIVER
    Anna? Where where you?

EXT. ELLIOTT'S HOUSE - DAY
    Oliver arrives with Arthur in a hurry .

EXT. ELLIOTT'S DOOR - DAY
    Oliver hands Arthur , a dog bed , and a bag of dog food to Elliott .
    OLIVER
    Hey.
    ELLIOTT
    Hey.
    OLIVER
    ( TO ARTHUR . )
    You're going to take care of Elliott. I'll be back in a couple of days.
    ( TO ELLIOT . )
    Good luck.
    ELLIOTT
    Alright.
    OLIVER
    Okay? Thanks.
    Elliott closes the door . Oliver heads back to his car and Arthur 's howling begins . It 's an incredibly sad and desperate howl . Oliver gets to his car , the howling does n't stop , Oliver ca n't ignore it . Oliver get 's out of the car , heads back to house to get Arthur .

EXT. OLIVER'S CAR - DAY
    Oliver and Arthur drive up to a new house . Oliver looks at Arthur with guilt .

EXT. ANDY'S BACKYARD - DAY (CONTINUOUS)
    Oliver watches Andy cry as Arthur licks him all over .
    ANDY
    He remembers me.
    It 's true , Oliver 's surprised . 10/29/07 86 .

EXT. ANDY'S HOUSE - DAY (CONTINUOUS)
    Andy closes the door , Oliver walks the first ten feet , to his surprise , silence . He walks to the edge of the yard , silence . He tentatively gets into his car , silence . He drives away .

INT. TAXI CAB - NEW YORK - DAWN
    Oliver sees the Manhattan skyline as they cross the bridge into Manhattan .

EXT. 2ND AVENUE - CONTINUOUS
    Oliver crosses the cold New York avenue .

EXT. AVENUE B AND 10TH ST. - CONTINUOUS
    Oliver passes a bodega with flowers - he pauses .

EXT. ANNA'S STREET - CONTINUOUS
    Oliver now with a bouquet of flowers in his hand , looking for the right number , finds her building . On his way to the door , he has doubts about the flowers , he decides to throw them away . Oliver rings her buzzer , no answers , a stranger leaves the building and he catches the door before it close , he enters .

INT. ANNA'S DOOR
    Oliver makes it to her door , he knocks , there 's no answer . He pulls out his phone and calls her .
    ANNA
    ( V.O . )
    Hey.
    OLIVER
    Hey. Look I'm so sorry. But I'm, I'm at your front door. I'm in New York.
    Anna , still in bed , sits up and feels something .
    ANNA
    ( V.O . )
    I'm in Los Angeles.
    Oliver 's flabbergasted she 's not behind the door .
    OLIVER
    You, you're in LA?
    Anna laughs , but is touched .
    OLIVER
    ( CONT 'D . )
    You said you were coming here?!
    ANNA
    Yeah, but I did n't leave.
    OLIVER
    Fuck. I'm in your building.
    Anna laughs .
    ANNA
    ( V.O . )
    Okay. See the window? Near the radiator?
    Oliver looks around and sees the radiator - goes to look .
    ANNA
    There is a hide - a - key behind it.

INT. ANNA'S APARTMENT.
    The door opens , Oliver tentatively enters the empty room . The apartment is very spare , barely lived in . A lone couch , clothes on a rack , a few personal photos taped to the wall .
    OLIVER
    Okay, I'm inside. Wow, there's like nothing here.
    ANNA
    No.
    Oliver moves forward into the kitchen .
    ANNA
    ( V.O . )
    This is my kitchen. It's where I eat.
    Oliver follows her tour , while she 's not there , it 's strangely intimate .
    ANNA
    ( V.O . )
    This is my bathroom. It's very fancy.
    The bare , poor bathroom is not fancy .
    ANNA
    ( V.O . )
    Outside my window.
    Oliver walks and looks out her window .
    ANNA
    ( V.O . )
    That's my neighbor's roof. The room at the end is my bedroom.

INT. ANNA'S BEDROOM
    Oliver enters her bedroom .
    ANNA
    ( V.O . )
    That's my closet. Those are my clothes and my pictures.
    There is a single rack holding up some clothes . Her pictures are taped to the wall . Oliver sits on her bed .
    ANNA
    Why do you leave everyone? Why did you let me go?
    Oliver thinks for a moment . CUT TO PAST

INT. OLIVER'S CHILDHOOD HOME - NIGHT
    REPEAT MEMORY : Oliver watches his mother walk down the hallway , very alone , and enter her bedroom - it feels like some gesture of hopelessness . WE HEAR OLIVER 'S ANSWER OVER THIS IMAGE :
    OLIVER
    ( V.O . )
    Maybe because I, I do n't really believe that it's gon na work. And then I make sure it does n't work.
    CUT TO PAST

INT. HAL'S LIVING-ROOM - DAY
    Hal lies in the hospital bed set up in his living room . JUAN , a young handsome and probably gay hospice nurse is gently helping him take his morphine . Hal looks at Juan with love and affection . Oliver watches from the kitchen door .
    HAL
    Is n't Juan's hair wonderful.
    JUAN
    Thanks. I use this great mousse.
    HAL
    Well it's terrific.
    JUAN
    Do you wan na try some?
    Hal turns shy and young .
    HAL
    Oh, no.
    JUAN
    Just a little bit?
    HAL
    I do n't think so.
    JUAN
    Come on. Just try a little bit. It'll be fun.
    HAL
    ( LAUGHS . )
    Yeah?
    JUAN
    Yeah.
    HAL
    How do you do it?
    JUAN
    Okay, I'm going to show you how.
    Juan steps away and grabs his mousse , puts a little in his hand and sits back down on Hal 's bed . He begins to spread it gently through wisps of Hal 's white hair . Oliver watches Hal close his eyes , and deeply enjoy this simple affection and camaraderie with another gay man .
    JUAN
    There.
    HAL
    Is that it?
    Hal looks into camera which is Oliver 's POV .
    HAL
    How do I look?
    Oliver 's filled with love , happiness , regret .
    OLIVER
    Great. You look great.
    CUT TO PRESENT 10/29/07 90 .

INT. ANNA'S BEDROOM
    Oliver 's still on her bed , his heart and mind is somewhere else . CUT TO PAST

INT. HAL'S LIVING ROOM - DAY
    Hal 's unconscious on his hospital bed . Some of Hal 's friends gather around his hospital bed as Hal 's gay priest gives him his Last Rites - Oliver and Juan watch in disbelief in the background .

INT. HAL'S KITCHEN - LATER
    Oliver 's alone in the kitchen , his head on the table - asleep . Juan walks to him and wakes him .
    JUAN
    Oliver. He's gone.
    Oliver gets up . He can now see to the hospital bed , Hal 's lifeless profile . Oliver is lost . Oliver goes to Hal , puts his head on his chest and cries . CUT TO NARRATED SEQUENCE CUT TO BLACK
    OLIVER
    ( V.O . )
    Once you make the call, you have less than an hour before two men come and place the body into a bag.
    WE SEE STILL PHOTO OF A CHECK TO THE NEPTUNE SOCIETY , A JAR OF PEANUT BUTTER , A METAL ASH CONTAINER .
    OLVIER
    ( V.O . )
    They charge 1485 Dollars for cremation and deliver the remains in a small metal container, the size of a jar of peanut butter. You will need to get a death certificate.
    NOW HAL 'S DEATH CERTIFICATE , CREDIT CARDS , PHONE BILLS , INSURANCE STATEMENTS , MORTGAGE STATEMENT , TAX FORM
    OLIVER
    ( V.O . )
    You will need to make copies and send them to cancel every credit card, phone account, utility, gym membership, every insurance policy, mortgage, to settle their taxes.
    A FAST SEQUENCE OF STILLS OF HAL 'S MAIL PILING UP , THEN LIVE ACTION SHOT OF A HAND WRITING THE OBITUARY . STILL PHOTO OF A TRASH BAG , HAL 'S PURPLE SWEATER .
    OLIVER
    ( V.O . )
    You will have all their mail forwarded to your address. You will write their obituary. You run it with a photo in the paper for two dollars a word. You will wonder if it's right. You'll throw a lot of their stuff away. You'll bring a lot of their stuff to your house. This is the photo my mother kept in her bedroom.
    A STILL PHOTO OF DOROTHEA LANGE 'S FRAMED DAISY PHOTOGRAPH . THEN , MULTIPLE VERSIONS OF THE PHOTO WITH DIFFERENT HANDS AND DIFFERENT CONFIGURATIONS OF DAISIES FLASHES BY .
    OLIVER
    ( V.O . )
    When I was a kid I thought that was my arm giving her daisies. Now I make a new mistake and think it's her arm giving me the daisies, saying, here, here's simple and happy. That's what I meant to give you.

EXT. ANDY'S HOUSE - DAY
    Oliver arrives at Andy 's door . Andy answers , Arthur 's jumps up to see Oliver .
    OLIVER
    Hey.
    ANDY
    Hey.
    OLIVER
    Arthur.
    Oliver picks him up , he gets all of Arthur 's stuff , he 's a little cold to Andy .
    OLIVER
    Thank you. Thanks.
    ANDY
    It's cause I'm gay, is n't it?
    Oliver stops and looks back .
    OLIVER
    What?
    ANDY
    You never called or came to see me?
    Oliver falters , not know how to say it , then .
    OLIVER
    No. No, it's because my father loved you so much.
    This hits Andy hard . Oliver turns to leave but ca n't . He turns back , goes to Andy and they hug .

INT. OLIVER'S BEDROOM
    Oliver and Arthur arrive , happy and relieved , Oliver jumps on his bed and Arthur follows .
    OLIVER
    Arthur. hey. Hey, how've you been?

INT. OLIVER'S HOUSE - LIVING ROOM
    Oliver opens the front door to Anna .
    OLIVER
    Hey.
    She 's a bit tentative , but she 's here and happy .
    ANNA
    Hey.
    OLIVER
    Come in, come in.
    Arthur runs up and Anna bends down to greet him . They missed each other . Anna walks in and Oliver follows .
    ANNA
    The living room.
    She heads to the dinning room .
    ANNA
    Dining room.
    Oliver laughs nervously . In the dining room , Hal 's old boxes are still stacked along the walls . Oliver leans forward and pulls something out of a box . She looks at a personal ad application , with the picture of Hal in the open jean jacket we saw at the beginning of the film .
    ANNA
    Oh. Crazy picture.
    OLIVER
    Yeah.
    ANNA
    Can I read it?
    OLIVER
    Sure.
    ANNA
    I'm looking for sex with the hope it turns into friendship or a relationship. But I do n't insist on monogamy.
    CUT TO PAST VARIOUS LOCATIONS We see REPEAT SHOTS of Hal , and in every shot he 's looking at camera . Hal telling Oliver he 's gay , Hal napping with Andy and waving at Oliver , Hal after Juan put in his hair mousse looking at Oliver , Hal showing Oliver his radiation tatoo .
    ANNA
    ( V.O . )
    I'm an old senior guy, 78, but I'm attractive and horny. I'm an art historian, now retired.
    MORE REPEAT SHOTS : Hal with Andy at the L.A. Pride picnic , Hal playing with Arthur on his couch .
    ANNA
    ( V.O . )
    And in addition to art, I like houses, gardens, parties, and walking with my Jack Russell. I'm 5' 11'', 160 pounds. I'm trim, gray hair, blue eyes, hairy cheest.
    CUT BACK TO THE PRESENT
    OLIVER
    Chest.
    ANNA
    ( LAUGHS . )
    Chest? I like giving and, and what?
    Oliver finishes reading for her .
    OLIVER
    I like giving and getting rubdowns and then going into mutual soft stuff.
    They both smile .
    ANNA
    I have a nice house with food, drinks, friends and me. If you are willing to try an older guy, let's meet and see what happens.
    She looks at the photo again .
    ANNA
    He did n't give up.
    They look at each other , more vulnerable and willing than we 've seen them .

INT. OLIVER'S HALLWAY
    Anna walks down the hallway , Oliver follows her .

INT. OLIVER'S BEDROOM
    Anna and Oliver sit side by side on his bed .
    OLIVER
    What happens now?
    ANNA
    I do n't know.
    OLIVER
    How does that work?
    They look at each other , they smile . CUT TO MAIN TITLE

Summary: The film is structured as a series of interconnected flashbacks. Set in 2003 in Los Angeles, following the death of his father Hal from cancer, Oliver reflects on their relationship during the almost five years following the death of Oliver's mother, Georgia, also from cancer. Shortly after her death, Hal came out to his son and began exploring life as an openly gay man. He becomes active in the gay community, finds love with Andy, a much younger man and becomes more honest with himself and with his son. Oliver discovers that, although his parents were married for 44 years from 1955, theirs was not a romantic love. Good friends, and officially boyfriend and girlfriend in high school, as it was the custom to negate gayness, after the war she asked him to marry her. During Oliver's childhood, he had detected a lack of passion in his parents' marriage so, he says he has never settled for a passionless relationship. As a result, Oliver and Hal become closer during the last years of his life. Oliver helps him during his treatment, observes as he refuses to face his diagnosis and to tell Andy that the cancer progresses to stage IV. Two months after Hal's death, Oliver meets Anna, a French actress, at a party. They instantly connect and end up kissing, and he asks if he can just sleep at her place. The next day, she has to go away for a film shoot but wants to see him again. Inspired by his father's attitude towards the end of his life and their relationship, Oliver decides to pursue a romance with her. When Anna comes back, Oliver finally feels he can open up to her. Periodically as they interact, he get flashbacks to his mother as she reminds him of her. His dad's terrier Arthur, who he can rarely leave, takes very strongly to her. Talking, they both realize they find ways of running from relationships. Oliver invites Anna to move in with him, she does but then he is unhappy when she doesn't embrace it. After a very short time she announces she's moving back to New York City. He soon misses her, as she doesn't return his calls, so Oliver leaves Arthur with Andy and flies to see her in New York City. Anna finally answers her phone, but she's still in Los Angeles. She gives Oliver a tour via mobile. He apologizes, then returns to Los Angeles, where they start over.