INT. RACHEL'S BEDROOM - EARLY MORNING
    A billowy white screen . An alarm clock BLARES . As MAIN TITLES BEGIN , the lovely sleeping face of RACHEL KELLY rolls into frame . Then out of it . Alarm keeps BLASTING . Back she comes , pulling the sheets OVER her head . Motionless now , as we hear . the DEAFENING SILENCE of the alarm shutting off . A beat . Rachel SITS BOLTS UPRIGHT . LEAPS out of the room . From the back we see that she 's dressed only in a pair of men 's boxers . She makes it halfway down the hall , does a U TURN back into the bedroom , frantically YANKS a robe hanging from the door , taking the wall hook WITH her . She FLINGS her robe on as she RUNS down the hall , wall hook STICKING OUT of her back . BURSTING INTO .

INT. BEN'S ROOM - EARLY MORNING
    RACHEL
    Ben! You overslept again damn it!
    The room looks like a 6 -LRB- but I 'm almost 7 -RRB- year old exploded . Posters of MAGICIANS on all the walls . Rachel darts about the room mismatching the clothes she forgot to arrange the night before .
    RACHEL
    Get Up Get Up Get Up!
    The LUMP under the cover does n't move .
    RACHEL
    Ben you're late. I'm serious. I'm wearing a very serious face. Do n't make me start counting ONE.
    No movement . Rachel tugs the sleeve of a shirt hanging on a chair , and out comes a magician 's bouquet of FLOWERS .
    RACHEL
    TWO.
    She pulls a dirty handkerchief out of the pocket of the shirt - it 's an endless MAGICIAN 'S HANDKERCHIEF .
    RACHEL
    Do n't make me say three I'm about to say three.
    ( a beat , then . )
    Three!
    She RIPS the covers off and a blow - up DINOSAUR sleeps in Ben 's place .
    RACHEL
    Ben I'm not kidding around. You make yourself appear this instant!
    A WHITE BUNNY saunters across her toes . Rachel SCREAMS - then gathers her wits and searches under the bed - under the bureau - she opens the closet doors and shoving clothes aside .
    RACHEL
    You might think this is funny but this is actually NOT funny.
    Unseen by Rachel , six - year - old BEN sits , perched on the highest closet shelf , knees under his chin , holding his breath . His eyes gleeful as Rachel frantically closes the closet door .

INT. HALLWAY - EARLY MORNING
    Rachel hops over the Bunny , navigates through strewn toys and books STUBBING her baby toe . She limps in agony past a big picture of the kids with their daddy and heads towards a door with a KEEP OUT EVERYONE ! sign .
    RACHEL
    ( bellowing . )
    ANNABELLE! WAKE UP!
    ANNABELLE 'S BEDROOM - EARLY MORNING ANNABELLE , 10 years old , sits on the edge of her bed , fuming , all of her limbs crossed . She holds up a filthy purple tee shirt .
    ANNABELLE
    You forgot to wash my purple shirt. I told you a hundred times it was Purple Day at school today.
    RACHEL
    I did n't forget. I was up all night thinking about it and I concluded you're too special to look like everyone else.
    ( she grabs an orangey red tee shirt . )
    Orange Red. That's your color. Few can carry it off. Now please. Help me find your brother.
    ANNABELLE
    You lost Ben?!
    RACHEL
    Of course not. Does he look lost to you?
    ( big breath . )
    BENNNNN!

INT. SUBURBAN EXTREMELY WELL-STOCKED KITCHEN - EARLY MORNING
    Rachel , smoking a cigarette and drinking a diet coke , FLINGS open pantry doors , closet doors - looking for Ben - attempting to put stone hard butter on toast at the same time . She glances at the clock - 7:55 . Oh dear . Annabelle sits at the table , in a grumpy orangey red mood . Rachel hands her what was once a piece of toast .
    ANNABELLE
    No. I told you. I like apple butter not butter butter.
    RACHEL
    ( hands her an apple . )
    Here.
    ANNABELLE
    Never mind. I'll just eat my lunch.
    RACHEL
    ( forgot . )
    I'm almost done making it.
    ( to the non - existent Ben . )
    Alright Ben - you deal with the tardy, you write yourself a note, your daddy told you he had an important case this morning and he had to leave early and we were AAAAGGGGHHHH!
    She has opened a cupboard with a Lazy Susan that turns revealing BEN sitting there . Rachel screams AGAIN !
    RACHEL
    Oh my God. That is so not funny. You're late. You're really late. Now get out here and have some cereal.
    BEN
    No.
    RACHEL
    Fine! Eat in the cupboard.
    She hands him a bowl of sugared cereal - puts two spoonfuls of instant coffee in Barney cup , and sticks it under the faucet .
    BEN
    No! Cocoa Puffs on Top - Fruit Loops on the bottom.
    RACHEL
    Fine.
    Rachel grabs the bowl , turn it UPSIDE DOWN on the table reversing the order of the cereal . She SWEEPS it back in the bowl and quickly hands it back to him , the phone RINGS THROUGHOUT .
    BEN
    You touched it.
    RACHEL
    Then have a donut -
    BEN
    No.
    RACHEL
    Alright starve.
    ANNABELLE
    I'm gon na beep daddy at work.
    RACHEL
    He's badgering a witness. Eat.
    BEN
    But you told us to starve.
    RACHEL
    ( picking up phone . )
    Hello? Duncan. The Ad Agency's already there? I'm out the door.
    ( Ben flings a fruit loop at her . )
    Ben! Knock it off!
    ( into phone . )
    It's gon na go beautifully.
    ( another fruit loop . )
    Damn it Ben -
    Rachel runs around absentmindedly loading out leftover pizza , Hoho 's , and Chips . She glances at the clock again - 8:00 .
    ANNABELLE
    You swore. You owe me a quarter. Did you remember my egg carton? I told you I needed my egg carton for seed planting today.
    RACHEL
    Absolutely Duncan I'm on top of everything.
    Rachel takes the eggs from the fridge , and dumps them - accidentally missing the sink . They SHATTER onto the floor . She hands the empty carton to Annabelle .
    RACHEL
    EGGzactly. I'm putting on my coat -.
    ( she hangs up , panicked . )
    We are late. We are seriously late. Which means Mister Ben we've got to get you dressed -
    BEN
    No!
    Ben races away but Rachel LUNGES And CATCHES him . He wiggles in her arms as she struggles to change his clothes . Just as she gets his bottoms off she drops his clothes in the pile of gooey eggs when we hear a loud KNOCKING at the kitchen door . Holding a half naked Ben in her arms , Rachel looks up at . JACKIE HARRISON . An immaculately dressed , intimidatingly intel - ligent , utterly beautiful woman staring at her with extreme disapproval .
    ANNABELLE AND BEN
    Mommy!
    Annabelle and Ben RACE into their mother 's arms like little angels . Jackie shoots a fiercely protective glare at Rachel . They LOCK eyes . Enough wattage to light up all of Manhattan .

EXT. RACHEL'S LOFT, SOHO - MORNING
    Jackie and the kids exit Rachel 's building , onto a bustling Soho street . The kids clamber into the double - parked Volvo wagon . Jackie , still pissed , climbs behind the wheel . Drives off .

INT. JACKIE'S VOLVO STATION WAGON - EARLY MORNING
    Jackie drives the children down a tree - lined street in Englewood , New Jersey . Ben is banging Jackie 's sunglasses case against the window .
    JACKIE
    it's really not so bad Annabelle - Red and Blue make purple.
    ANNABELLE
    ( yes she does . )
    I do n't care.
    JACKIE
    I know you do n't, but if you had, chrom - atically you are in the purple family.
    Jackie fishes through her purse . Finds a toy airplane for Ben . He stops banging her glasses case , starts banging the plane .
    BEN
    Why does Rachel wear Daddy's underpants? Does n't she have underpants of her own?
    JACKIE
    I noticed a whopping pile of laundry sitting on the washer - perhaps Rachel's underpants are in there - Now where are your lunches?
    As if by rote , they hold out their lunches . One is a plastic Vons bag and the other a crumpled Macy 's bag . She collects them and hands Ben and Annabelle two brightly colored lunch bags .
    BEN
    Annabelle sucked her thumb last night.
    ANNABELLE
    I NEVER do that, you ALWAYS lie!
    And SLUGS him .
    JACKIE
    Never say ` never' - it's not fair to say ` always' - and no name calling. Use your words.
    ANNABELLE
    I hate when you say that.
    JACKIE
    Thank you. Those were all words. I hate the planet Uranus. Terrible name for a planet.
    Annabelle and Ben look up at her curiously .
    JACKIE
    I hate snails and blue cheese. Especially together. Hate.
    BEN
    I have lava.
    JACKIE
    ( reflects . )
    Lava's hateable. I never thought of that.
    ANNABELLE
    I hate overly ripe bananas - they make me want to throw up.
    JACKIE
    Excellent point.
    BEN
    I hate wax lips and red ants and pretzels without salt.
    ANNABELLE
    I hate the crayon Burnt Sienna and people who spit when they walk.
    Jackie nods sagely . Pulls up next to a school playground .
    JACKIE
    I hate to say goodbye. Eskimo Kiss.
    ( they rub noses . )
    Russian Orthodox Wedding Kiss.
    They bump foreheads and elbows . Ben runs toward the kindergarten playground ; Jackie watches concerned as Annabelle climbs the steps . The only orangey red dot in a sea of purple .

EXT. PHOTOGRAPHY STUDIO, TRIBECA - MORNING
    Taxi pulls up to a converted warehouse . Rachel BOLTS out , SPRINTING for the door .

INT. PHOTOGRAPHY STUDIO - DAY
    Black and white FILLS the frame . Like a checkerboard . We PULL BACK and realize we are seeing a group of PENGUINS waddling against a black and white backdrop . We see a WHITE WAITRE 'D in a BLACK TUXEDO holding glasses on a tray . A BLACK MODEL , IMAN , in a WHITE DRESS glides through it all . In the center the only dash of color is Rachel - who has just entered and starts expertly directing the action . She calls out to her assistant , COOPER . Perpetually hip . Perpetually young .
    RACHEL
    Cooper, back the fill off I do n't have enough shadow.
    COOPER
    You've got a fruit loop in your hair.
    RACHEL
    You say that like I do n't know that.
    COOPER
    I once threw an entire bowl of jello on my stepmother's head -
    RACHEL
    And when did that pass?
    COOPER
    Actually, never. They'll always hate you. There's a gene for it.
    DUNCAN SAMUELS - Rachel 's boss , an elegant , edgy , Englishman interrupts them .
    DUNCAN
    Congratulations. Only forty minutes late. You're handling this promotion really well Rachel.
    RACHEL
    Duncan. My work is everything to me. This'll never happen again. Now stand back - this session's gon na make you remember why you hired me even though I would n't sleep with you - Cooper let's get these penguins dancing -
    Duncan backs off , charmed by her ballsiness . The music BLARES just then , and a penguin JUTS forward and NIPS the model . The FLASH of the camera . We FREEZE for a second , seeing the photo Rachel just took . An Avedonesque portrait of a model being GOOSED by a penguin COLLIDING with a maitre 'd who SPILLS his tray and the penguins seem to be POINTING and LAUGHING uproariously . It 's an inspired photo .

INT. SCHOOL COUNSELOR'S OFFICE - 2:30 THAT DAY
    Jackie and LUKE HARRISON - ruggedly handsome man , mid - forties , charming , disarming , and smart as they come . They sit side by side on a couch across from RUTH FRANKLIN , an Elementary School Counselor
    MRS. FRANKLIN
    Mr. and Mrs. Harrison, while change is exhilarating for adults, it can be quite challenging for a child.
    Luke 's beeper beeps . He ignores it ; focuses on Mr. Franklin .
    LUKE
    I wo n't get that. It's fine. Change. we were talking about change.
    MRS. FRANKLIN
    The fact that you two are remarrying obviously has Annabelle overjoyed.
    ( they look at her , dumbfounded . )
    And she's very excited about your move to Switzerland.
    JACKIE
    She said we're getting remarried?
    Suddenly - a long bell rings - Jackie STANDS UP , startled .
    MRS. FRANKLIN
    Only a fire drill. My concern is that Annabelle seems apathetic towards her work knowing she's leaving before the end of the semester.
    JACKIE
    Mrs. Franklin we're not -
    LUKE
    Planning on getting -
    JACKIE
    Remarried. There is no move.
    MRS. FRANKLIN
    ( trying to appear unfazed . )
    Really? Well then my concern for -
    Luke 's beeper BEEPS again . They talk right over Mrs. Franklin .
    JACKIE
    Are you here?
    LUKE
    I'm here.
    JACKIE
    Because you do n't really seem here.
    LUKE
    I'm here. I've got a case where they're this close to sequestering the jury but have I answered the goddamn thing?!
    JACKIE
    Something's up wi.
    LUKE
    You think I did n't get that?
    She cuts a look at Mrs. Franklin .
    JACKIE
    Excuse him. He never learned how to turn the darn thing off.
    And reaches . Does it for him .
    MRS. FRANKLIN
    I'm wondering if there's anything going on at home that could be intensifying Annabelle's need to create this fantasy?
    Long pause . Then suddenly they both start speaking AT ONCE .
    LUKE
    I've been with someone for quite some time, and did n't feel it was appropriate for her to move in too quickly. But after a lot of thought and careful discussion with her - and the kids I might add - she moved in last month.
    JACKIE
    Since our divorce Luke has seen a number of different women in three short years and without a lot of warning for the kids, he's now living with a woman half his age -
    LUKE
    Rachel's not half my age.
    JACKIE
    We're not discussing your age.
    LUKE
    Well, we're not discussing Rachel's age either.
    JACKIE
    They want to be with you Luke, they go to your house to be with their father.
    LUKE
    Jackie, they come to be part of my life. Rachel is part of that life.
    MRS. FRANKLIN
    Mr. Harrison, I hear you talking about your life, your needs, but are you really in touch with what Annabelle needs?
    JACKIE
    ( suddenly fierce . )
    This man would walk thru fire for Annabelle, gladly, any day of the week.
    LUKE
    Napalm.
    JACKIE
    Except for last Thursday when Rachel forgot to pick them up -
    LUKE
    Jackie, she was five minutes late -
    MRS. FRANKLIN
    I'm wondering if Annabelle is responding to the underlying hostility that exists between Rachel and Mrs. Harrison.
    LUKE
    Of course she's responding to it. You think it's easy for any of us? You think it's easy for Jackie to watch her kids being looked after by someone who has half the experience she does? Of course she's going to be hostile, irrational, and defensive.
    JACKIE
    Thank you Luke.
    Mrs. Franklin does n't quite know what to say . The bell RINGS .
    LUKE
    Thank you Mrs. Franklin. Jackie?
    ( they get up . )
    This has been very valuable for us. And I'll have a serious talk with Annabelle tonight.
    JACKIE
    It's Wednesday night. She's at my house. I'll talk to her.
    LUKE
    I'll call from work. We can have a conference call.
    JACKIE
    You tried that last week and we were on hold forty - five minutes.
    And they 're out the door . You can hear the fight as it echoes down the elementary school hallway .

EXT. SCHOOL, ENGLEWOOD, NEW JERSEY - MOMENTS LATER
    Jackie and Luke exit the pleasant suburban school . Head for the parking area .
    LUKE
    You ask me that counselor's making a mountain out of a molehill.
    JACKIE
    I'm worried.
    LUKE
    Me too.
    JACKIE
    Luke, I need to switch next Friday for Thursday, so why do n't you take the weekend.
    ( pointedly . )
    . that way you'll be there, and I'll pick up Monday, Tuesday, and Wednesday.
    LUKE
    Fine. But I wanted to take the kids to work with me on Wednesday so I'll take Wednesday, and you can pick up that Thursday, Friday after soccer, and Saturday before riding.
    JACKIE
    Easy enough.
    LUKE
    Good. Well. Take care.
    As if on automatic pilot they move in to kiss each other goodbye then stop . Each takes a step back . 15 years of hellos and goodbyes . A beat . A wave . They head their separate ways .

EXT. JACKIE'S HOME - NIGHT
    Establishing shot of Jackie 's lovely home on its lovely street . Old trees . Comfortable front lawns . Safe and happy . A place to grow kids , dogs , probably walruses , even . We PUSH toward the warm glow from within this home .

INT. JACKIE'S HOME - NIGHT
    Jackie setting the table . Annabelle recording the moment with her omnipresent VIDEO CAMERA .
    ANNABELLE
    I did n't say that. Why would I say that?
    JACKIE
    Well Daddy and I were thinking that sometimes people tell a story about what they wish would happen.
    ANNABELLE
    I do n't want that to happen. Why would I want that to happen?
    JACKIE
    Well you're telling your teachers and your friends -
    ANNABELLE
    Mass hysteria.
    JACKIE
    Maybe you're upset that Rachel moved in.
    ANNABELLE
    I'm not upset. Why would I be upset?
    JACKIE
    Look if the truth is you do n't feel like talking about this right now that's fine. But do n't look me in the eye with a big smile on your face and lie to me. Cause there are only so many lies you're allowed to tell before it starts showing on your face. You wind up looking like.
    She stops . It 's just too horrible .
    ANNABELLE
    Like who?
    JACKIE
    Well, he's not president anymore, so why be petty.
    Ben enters in white gloves and Jackie 's scarf .
    BEN
    Pick a card. Any card.
    Jackie picks a card .
    ANNABELLE
    It just slipped out.
    JACKIE
    It happens.
    ANNABELLE
    ( a beat . )
    What happens when he loves Rachel more than us?
    JACKIE
    That will never happen.
    ANNABELLE
    Never say never you always say that. I'll bet daddy's mad at me now.
    BEN
    Queen of diamonds.
    JACKIE
    Seven of clubs. Nobody's mad we just want to talk about it.
    ANNABELLE
    I'm gon na call him.
    JACKIE
    Annabelle, daddy and I will always be there. That's one time always is always. You can call him after dinner but.
    Annabelle RUNS out of the room . Jackie watches her sadly . Ben hits Jackie hard with his magic wand .
    BEN
    Poof! You're happy now.
    JACKIE
    Thank you Ben.
    ( unhappily . )
    Annabelle!
    Ben finds himself alone in the kitchen . He hits himself on the head , hard . Poof ! He begins to serve himself dinner . Alone .

EXT. RESTAURANT, SOHO - NIGHT
    Rachel and Luke exit a neighborhood bistro . Stroll down the street .
    RACHEL
    ( irritated . )
    Okay, if they're going to have a sauce, put something in it besides flour and chicken broth.
    LUKE
    ( quietly . )
    It was a veal stock, I thi.
    RACHEL
    Well, it was n't a reduction like you do it! Boiling down half a ton of bones.
    Luke is thinking of something . She 's watching that .
    RACHEL
    The way you cook. If you could make love, I'd marry you.
    LUKE
    ( softly . )
    We have to talk.
    RACHEL
    ( happy . )
    Uh - oh. I mention marriage, all of a sudden.
    ( ominous Nazi Baritone . )
    Ve haff to ta.
    LUKE
    I did n't want to spoil our supper.
    RACHEL
    You'd rather spoil our walk home.
    LUKE
    Yeh, it's cheaper.
    Okay , what ?
    LUKE
    I just found out I have to go to Boston to get a deposition. I might not be back until Saturday.
    RACHEL
    ( mock horror . )
    So I'll have to order in?
    LUKE
    ( dropping the other shoe . )
    We have the kids this weekend, so.
    RACHEL
    ( softly . )
    Jesus.
    He glances over .
    RACHEL
    I thought it was her weekend. Do I ever see you alone?
    He draws a breath . The concern is behind his eyes .
    LUKE
    Anyway, I thought. while I'm gone. maybe I'll hire in some help.
    RACHEL
    For what?
    LUKE
    Just a babysitter - I mean. you're working.
    RACHEL
    I can take them to work with me - I can shift things around -
    LUKE
    You do n't need to. I do n't expect you to handle them yourself.
    RACHEL
    Ca n't handle them myself is what you mean. Ca n't.
    Maybe she 's right . Because he does n't say anything .
    RACHEL
    You do n't trust me to be alone with them.
    LUKE
    I trust you of course I do but -
    RACHEL
    But? But what?
    LUKE
    But you're not good at this. Not yet. I'm sorry.
    RACHEL
    I know how responsible, caring adults parent children. I'm bribe'em. But'em a dog or something. Maybe a Doberman.
    He loves her . But this problem is real .
    RACHEL
    Look. I know they hate me.
    LUKE
    They do n't hate you -
    RACHEL
    And what you're telling them is keep hating her - keep up the good work -
    LUKE
    Nobody's telling them to hate you -
    RACHEL
    Really? Look in your ex - wife's eyes.
    LUKE
    It's complicated for Jackie. It's complicated for me. You do n't have kids - you do n't understand -
    RACHEL
    ( angry now . )
    Oh right. So it's just complicated for you and Jackie - for me it's pretty simple cause I just do n't understand.
    LUKE
    No you do n't. And I'm not gon na screw with my kids heads right now -
    RACHEL
    You know I do n't need another person in this family making me feel like an idiot. your ex - wife's doing a bang up job and I have to face it every Tuesday and Thursday and every other goddamn weekend and I just do n't know how the hell you were married to her for so goddamn long! Jesus what did you see in her? I do n't get it - I just do n't get it.
    They 've reached their building . As they enter .
    LUKE
    She's a great mother.

INT. RACHEL'S AND LUKE'S LOFT - NIGHT
    The door of the freight elevator CLANGS open . As Rachel and Luke step out into their loft , the phone is RINGING . She looks to Luke . Then RUNS to SNATCH it up .
    RACHEL
    Hello?
    INTERCUT : INT . ANNABELLE 'S CLOSET - JACKIE 'S HOUSE Annabelle with a phone in her closet . Hearing Rachel , she hangs up . A pink POST IT creeps under the door . CAN I JOIN YOU FOR DESSERT IN THE CLOSET ? VANILLA OR CHOCOLATE YOGURT . PLEASE CHECK ONE .

INT. RACHEL'S AND LUKE'S LOFT - FRIDAY NIGHT
    The most beautiful little puppy in the world - sitting in a puddle of pee on a hardwood floor .
    RACHEL
    Aw George. not again. who wants to help clean up this time?
    ( overly zealous . )
    Annabelle?
    She looks around - completely exhausted . It 's late . Annabelle is video taping the dog pee . Ben 's in the kitchen talking to himself . He pours and sprinkles , working intently on a MAGIC POTION .
    ANNABELLE
    Why do you make that face when you talk to me?
    ( she imitates Rachel . )
    And that voice you use. you think I'm deaf or something?
    Ben ZAPS the magic potion theatrically with his fingertips .
    RACHEL
    ( reaching for her . )
    I'm sorry, okay? Let's not fi.
    ANNABELLE
    Do n't touch me! I'm allergic to you!
    She starts sneezing furiously and scratching . Ben comes out of the kitchen carrying a steaming cup of potion .
    BEN
    `` Those who travel far and near this will make you DISAPPEAR!''
    ANNABELLE
    I have to work on my video project! Do n't follow me! I can put myself to bed.
    She races upstairs . Rachel follows . So does Ben . And George .
    BEN
    ( O.S . )
    Excuse me -
    RACHEL
    ( following into Annabelle 's room . )
    Annabelle let's get something clear.
    ANNABELLE
    I do n't have to listen to you! You're not my mother.
    RACHEL
    Thank God for that!
    She leaves the room SLAMMING the door behind her . Takes a breath , turns , and walks back in .
    RACHEL
    What I meant and perhaps I did n't say it well was you have a great mom. You do n't need another one. But when you're at this house -
    ANNABELLE
    This is my daddy's house -
    RACHEL
    This is my house too!
    ANNABELLE
    And this is my room so get out!
    BEN
    ( O.S . )
    Excuse me.
    Rachel throws open the door . Ben stands there innocently .
    BEN
    I made you some cocoa. See?
    RACHEL
    Thank you Ben. That was so sweet of you.
    ( pointedly to Annabelle . )
    Goodnight Annabelle. Sweet dreams.
    Rachel leads Ben to his room . With Rachel safe out of sight , Annabelle takes the puppy into her arms and cuddles it .

INT. BEN'S ROOM - RACHEL'S AND LUKE'S HOUSE - NIGHT
    Rachel , dead on his feet , reads `` Goodnight Moon '' to Ben .
    RACHEL
    `` In the great green room there was a telephone and a red balloon.''
    BEN
    Are n't you going to drink your cocoa? It's the good kind.
    RACHEL
    ( faking a big sip . )
    Mmmm! Tasty. You're a master chef Ben. Just like your dad.
    Ben points to the book - she ` reads ' skipping pages , a hundred miles an hour desperate to get to the end of the book .
    RACHEL
    `` Goodnight moon, goodnight hush, goodnight mush, goodnight goodnight goodnight Gracie - Goodnight Ben!
    BEN
    No! You're cheating - you have to start from the beginning and you have to read the whole thing I ca n't sleep otherwise.
    Ben 's eyes are glued to her . She lays down next to him , yawns .
    RACHEL
    `` In the great green room there was a telephone and a red balloon.''
    BEN
    `` And a picture of the cow jumping over the moon.''
    RACHEL
    ( laying head down . )
    That's nice Ben.
    Ben reads until Rachel 's asleep . He looks at her in AWE .
    BEN
    Rachel! Rachel!
    No response . Rachel 's really asleep . He lifts her head . It flops down ! In HORROR he jumps off the bed and with a quick look back , races from the room , and . DARTS down the hallway , BUMPING into walls - He LEAPS inside Annabelle 's room , SLAMMING the door behind him .
    ANNABELLE
    Ben! What's wrong?
    BEN
    ( triumphantly . )
    I killed her!
    Ben and Annabelle gape at one another , stunned .

EXT. JACKIE'S HOUSE - MORNING
    Rachel pulls up FAST in Luke 's Grand Cherokee . As she SCREECHES to a stop , the kids pile out with their gear . Rachel takes an anxious look toward Jackie 's place . Here we go .

INT. JACKIE'S KITCHEN - MORNING
    The clock reads 8:10 . Rachel and the kids enter . Annabelle 's hair is brushed forward , hiding her face . Ben is ebullient . Jackie 's edgy , ready to snap .
    JACKIE
    How do you hold down a job? It's 8:10. You were supposed to be here at 7:00. She's missed her sunrise Groom'n Ride.
    RACHEL
    This is Friday, her riding lesson is on Tuesdays.
    ( pulls out post it . )
    I got it right here.
    JACKIE
    Every Tuesday except the 3rd Tuesday of the month when it's switched to Friday except in April when she rides on Thursday. It's not that hard. Did n't you have a mother?
    RACHEL
    ( flinching . )
    Can I please have a cup of coffee?
    JACKIE
    We do n't have any coffee.
    RACHEL
    What is this? The Betty Ford Center?
    JACKIE
    Annabelle, how's your video rep.
    Annabelle RUSHES past her . Ben saunters off after his sister . Jackie turns to Rachel , accusingly .
    JACKIE
    What happened with Annabelle? Has nothing I said gotten through to you?
    RACHEL
    Maybe you could back off just a little bit -
    JACKIE
    What did you do?
    RACHEL
    Nothing. Look, I want to talk to you about. well. Luke said to ask you.
    Jackie 's edge sharpened by Rachel 's unease .
    RACHEL
    See, the place where I can connect with Annabelle is my photography. Because she loves video and all.
    And ?
    RACHEL
    She's been talking about this little editing machine, it's only.
    JACKIE
    a ridiculously expensive and inappropriate item, which her father and I have already told her she is far too young to own. But you apparently want to buy her forgiveness, with.
    RACHEL
    ( had enough . )
    Forgiveness? For what, exactly?
    Silence .
    JACKIE
    How much time have you got? Let's start with this morning. Why did she run from this room?
    Long beat . Then , Rachel looks dead on at Jackie .
    RACHEL
    Luke was in the shower this morning and Annabelle sort of walked in without knocking.
    JACKIE
    I'm sure that did n't upset her. Everyone in our family takes showers.
    RACHEL
    I was in there in him.
    The air is thick with tension .
    JACKIE
    Did you or Luke talk to her about it afterwards?
    RACHEL
    No. I thought it might be uncomfortable for her -
    JACKIE
    You mean for you. A 10 - year - old girl is coping with the fact that her father is never coming back to live with his family. She sees her father naked with another woman for the first time. And you think it's best for her if every - one pretends it did n't happen?
    ( turning away . )
    This is n't going to work out.
    RACHEL
    You're damn right. I'm gon na sick of your imperious bullshit. I never said I was Betty Fucking Crocker. If every time life hits her in the face you want to have a 12 hour talk every third Friday or the month - go ahead! I have a life!
    JACKIE
    Oh and I do n't because I have a children?! The problem is you're too self - involved to ever be a mother.
    RACHEL
    Maybe the problem is your kids. Maybe they're spoiled, coddled brats!
    JACKIE
    Get out!
    RACHEL
    ( holding up Post Its . )
    But it's not on the schedule!
    JACKIE
    You got to hell!
    Jackie turns away , storming out of the room .
    RACHEL
    Ah Ah Ah! You owe me a quarter -

INT. YMCA KITCHEN - DAY
    Luke stands in an apron before Annabelle 's Girl Scout Troop , rolling out a large pie dough . They imitate his every move .
    LUKE
    Now Ladies, the secrets to a great pie is the crust. And the secret to a great flaky pie crust comes from less flour and more. what?
    ANNABELLE
    Ice cold water.
    LUKE
    ( adoringly . )
    That's my girl.
    Rachel watches from a corner .
    LUKE
    Blueberry pie must be topped with vanilla Haagan Daz and/or creme fraiche. now the secret to a great creme fraiche is.
    ALL THE GIRLS
    Orange peel!
    LUKE
    which also is the secret to.
    ALL THE GIRLS
    French toast!
    LUKE
    Now do n't forget to teach your fathers that. Next week. apple brown betty!
    He takes off his apron and walks toward Rachel as the girls file out .
    RACHEL
    She said no.
    He does n't even know what she 's talking about .
    RACHEL
    The editing machine. I mean, Annabelle would have really loved it.
    She looks down .
    RACHEL
    It would have been great for us, so obviously, Jackie just.
    Eyes down . Choosing her words .
    RACHEL
    She's really a difficult person.
    Looks up .
    RACHEL
    Best thing ever happened to you was her throwing you out on your butt.
    An afterthought .
    RACHEL
    Not that I have a personal stake in it.
    He comes and kisses her .
    LUKE
    Get ready. To get really mad.
    RACHEL
    Uh. Annabelle's video report has been switched again.
    LUKE
    Not yet.
    RACHEL
    Hey, I sold my body to Satan to clear Friday at two o'clo.
    LUKE
    We have the kids. Next weekend.
    WHAT ?
    LUKE
    And it's my call. I promised them water - skiing, instead o.
    RACHEL
    ( quiet pain . )
    Our weekend. At that sweet little B & B.
    He puts his arms around her .
    LUKE
    And the evil part is. I am so stoked about the water - skiing. I ca n't wait.
    He tastes her mouth . And again . A sweet , hot moment . Her fingers trace up his neck . To his hair .
    RACHEL
    No, this is good. Celibacy is healthy. For a guy your age. You'll get used to it.
    From the kiss that follows . He wo n't have to .

INT. JACKIE'S KITCHEN - DAY
    CLOSE ON an ANSWERING MACHINE . IT CLICKS , WHIRLS , and .
    RACHEL
    ( O.S . )
    Hi, it's the trophy bimbo. Annabelle's teacher called, and her video report is being moved up to 8:30 tomorrow. Sorry to deprive your step aerobics class of their role model.
    Pause . PULL BACK to see .
    RACHEL
    ( O.S . )
    Anyway. I'm sorry I lost my temper the other day. And I'm sure you are, too, so.
    BEN , looming over the hardware . Fingers poised above the buttons , and he .
    RACHEL
    ( O.S . )
    no, apology necessa.
    strikes ! Playing all the keys at once . Like chords on a baby grand .

INT. CLASSROOM - MORNING
    CLOSE on a small TV MONITOR , the angelic face of 10 - year - old TAMARA , practicing for the Miss America Diplomatic Interview , circa 2009 .
    TAMARA
    Well, I I had a million dollars. I would use it to. feed all the precious hungry children of the world. And bring about total world peace.
    PULL BACK to see the class and teacher watching raptly . Filmmaker Annabelle in the seat of honor next to her proud father . Rachel in the back of the room , anxiously looking at the back door . While on screen . another face . JARED , bad as he wan na be .
    JARED
    A million big ones. Oh. I'd buy about a thousand babes. Not to do anything bad, I mean. Just to hang with.
    Near the monitor , Annabelle 's eyes are also furtively cutting to the classroom 's back door . On screen now . the handsomest 10 - year - old since DiCaprio . BRAD the Dreamboat . Stares soulfully at the camera . Murmurs .
    BRAD
    Well, first off, Annabelle. I'd give half of it. To you.
    The class OOOOOS , WHISTLES . Annabelle flushes , but she clearly likes it . Brad grins a Redford grin her way . And through the back door BURSTS . a harried , disheveled JACKIE . Still in workout clothes . As on screen .
    ANNABELLE
    There you have it. Now ask yourself. what would YOU do?
    The screen goes BLACK . The class , teacher and especially Luke ERUPT with APPLAUSE . So does Jackie , who has locked eyes across the room with her mortally - wounded abandoned daughter . Then Jackie 's eyes CUT TO . Rachel , a deer in headlights . Death by Army ants would be too kind .

INT. SCHOOL HALLWAY
    Annabelle , Luke and Jackie GLARING at Rachel , who looks awkwardly at her feet . KIDS stream past , unaware of the gravity of the moment .
    JACKIE
    Machines do not EAT message.
    RACHEL
    Look, I.
    JACKIE
    Of all the cheap excuses. To break a child's heart.
    The jury is in . There is no appeal . Jackie takes her daughter 's hand .
    JACKIE
    Do n't worry, sweetie, there's still the Harvest Pageant. And you are the lead vegetable.
    Said with bottomless pride .
    JACKIE
    And nothing. And no one. Can keep me away.
    One laser look at Luke . This bitch is your responsibility . And she leads her baby off .

EXT. JACKIE'S HOUSE - DAY
    A parked VAN , packed with SNOWBOARDS and ski gear . No people . PAN across the suburban lawn to . Luke , dejected , at Jackie 's door . Rachel nearby , still peers into the window of an unlit , empty house . A cellular phone RINGS . Luke WHIPS it out , like the Governor 's pardon hangs in the balance .
    JACKIE
    ( O.S. , from carphone . )
    You paged us?
    LUKE
    ( distraught . )
    Where are you?
    INTERCUT throughout . Jackie on her cellular , herding the kids toward a CIRCUS TENT .
    JACKIE
    Just outside the big top, we're almo.
    LUKE
    You're WHERE?
    JACKIE
    At the Big Apple Circus, it's the only big top I know. I said I'd get'em back tonight.
    LUKE
    Jackie, we were taking them water - skiing for the whole weekend!
    JACKIE
    ( innocent . )
    . until the plan changed, when Jessie's mom gave us these tickets. What, Rachel. ` forgot' I told her?
    Luke 's eyes DART to an uncomprehended Rachel . She 's never seen him this angry .
    JACKIE
    Do n't tell me. Another machine ate another message? Boy, there's a lot of that going around! Put her on, huh?
    A beat . He hands the phone to Rachel . She brings it to her ear .
    RACHEL
    Yeh?
    JACKIE
    Think twice. Before you ever pull that again.
    CLICK . The line is dead . And so is Rachel .

EXT. CENTRAL PARK CASTLE - DAY
    A glum Annabelle and Ben sitting on a bench watching Rachel at her photo shoot , George between them . A beautiful WOMAN appears in the turret - she lets down her hair - a modern day RAPUNZEL - her golden locks fall 17 feet - now a BURST of yellow - as a hundred YELLOW CANARIES fly out from her mane ! A beautiful MAN begins to CLIMB the hair . FLASH ! The man DANGLING in mid air surrounded by canaries . Rachel works with intense concentration . It 's been hours . Annabelle and Ben are completely bored .
    RACHEL
    ( to Cooper . )
    The timing was off - I need this light.
    ANNABELLE
    ( to herself . )
    Just where I wan na be all Saturd.
    RACHEL
    ( to everyone . )
    Hold lunch!
    ANNABELLE
    But we're hungry - and I have to pick up my costume for the pageant! It starts at seven!
    RACHEL
    It's only one o'clock. Why do n't you get another Fudgesicle - I'll be done soon - really soon.
    Annabelle and Ben . Rolling their eyes . LATER . Annabelle asleep on the bench . Rachel stands over her , a canary on her finger .
    RACHEL
    Lunch time Sleeping Beauty. Where's Ben? Is he in the bathroom?
    ANNABELLE
    I do n't know. I feel like I'm gon na throw up.

EXT. PARK MEN'S ROOM
    Annabelle stands with Rachel by a line of empty urinals .
    ANNABELLE
    What if he's kidnapped?
    RACHEL
    He's not kidnapped he's - he's just hiding - he's just - BENNNN? GODDAMMIT!
    Panicked , she grabs Annabelle 's hand .
    ANNABELLE
    Do n't touch me! You bring bad luck!
    Rachel . Starting to believe it .

INT. CASTLE TOWER - MOMENTS LATER
    Breathless , Annabelle and Rachel CLIMB the castle stairs when they hear WHIMPERING - Rachel follows the whimpering - RUNNING -
    RACHEL
    Ben! Ben we're here! BEN!
    In the corner of the tower we see GEORGE staring up at her . But Ben is NOWHERE to be found .
    ANNABELLE
    He's gone forever and I'm gon na miss the pageant.
    Rachel once more . Her life flashing before her eyes .

EXT. POLICE STATION, CENTRAL PARK - LATER
    Jackie BLASTS up in the Volvo , SLAMS to a stop in a non - spot , RACES into .

INT. POLICE STATION - DAY
    Jackie RUNS through the police station moving down corridors past desks until she sees BEN sitting with TWO POLICEMEN on a bench . She holds him to her chest , shaking .
    JACKIE
    Ben! Oh my Ben! Are you alright?
    BEN
    I knew where I was all the time.

INT. AUDITORIUM - THAT EVENING
    Ben sits between Jackie and Luke holding each of their hands . Rachel sits on the other side of Luke ; all waiting for the Harvest Pageant to begin . It 's horribly tense .
    RACHEL
    ( sincerely . )
    Jackie? I am so sorry about today I really fucked up royalty. When you called Luke I was so goddamn relieved -
    Luke elbows her with an `` We 're in an Elementary School '' elbow .
    RACHEL
    No I did - I know I did - I screwed up. I feel like such an asshole.
    Jackie lifts Ben onto her lap , holding him tightly . She turns and faces Rachel , claws bared .
    JACKIE
    Shhhhhh!
    The lights go down . They sit pretending the other is not there . On stage - The class is dressed as the harvest PRODUCE . Annabelle is the CORN . Each FOOD DISH steps forward and introduces itself . Annabelle rehearing her line over and over .
    ANNABELLE
    `` Hello! I am Maze. But you can call me Corn. Hello! I am.''
    Inside her costume , her breathing is sharp . She stands very straight , very bold . A brazen ear of corn . She steps forward .
    ANNABELLE
    `` Hello! I am.
    Rachel POPS UP next to the stage with her huge PROFESSIONAL CAMERA and giant flash . Her camera FLASHES three times , quickly . After each flash , we see the picture for a split second , Annabelle . A TERRIFIED ear of corn . A LOST ear of corn .
    ANNABELLE
    ( blinks , disoriented . )
    Um. I'm. I'm. Oh.
    In the audience , Jackie is willing her daughter a recovery . Sees instead , a completely DEVASTATED ear of corn .
    ANNABELLE
    ( exploding in tears . )
    Oh forget it!
    She runs offstage amidst laughter and applause . Luke looks over at Jackie but she and Ben have already left their seats .

EXT. AUDITORIUM FOYER - NIGHT
    Jackie comforts Annabelle . Ben watches closely , getting caught up in his sister 's sadness . Luke and Rachel approach .
    ANNABELLE
    I hate her. I really hate her.
    LUKE
    There you are!
    ANNABELLE
    ( covering her face . )
    Do n't take my picture!
    She starts to cry . Ben 's lip quivers , his eyes well up .
    JACKIE
    Annabelle does n't really want to talk to you right now.
    RACHEL
    I'm sorry I did n't mean to break your concentration. I thought it would be a nice moment to rememb.
    ANNABELLE
    I do n't ever want to remember this!
    A TURKEY approaches .
    TURKEY
    They're taking a picture of the Produce, we need the Corn. C'mon Annabelle.
    JACKIE
    See? No one's laughing at you. Your friends want you to join them, Anna - belle. Corn is a very important part of the Harvest Produce. Now Ben, walk your sister over to the Yams.
    Ben takes Annabelle 's hand . When they are gone .
    RACHEL
    Jackie, if I thought for one moment.
    JACKIE
    ( lighting into Luke . )
    You listen carefully because I am only going to say this once. That woman has nothing more to do with my children.
    LUKE
    Our children.
    JACKIE
    Do you realize what could have hap - pened to your son today? How lucky we are the police found him before some lunatic did? He could have been.
    LUKE
    But he has n't. He wandered off. I know it's terrifying. I can imagine how you felt when that call came - But it happens.
    JACKIE
    Not to me.
    LUKE
    ( soft , reasonable . )
    Jackie, you've made mistakes - We all make mistakes -
    JACKIE
    I'm not gon na wait around to see the next one. I'm not gon na watch my kids fall through the cracks of this arrangement. I'm seeing a lawyer.
    LUKE
    Jackie stop. We promised we never go there.
    JACKIE
    We've broken a lot of promises, have n't we Luke?
    RACHEL
    Why are you taking this out on him?
    LUKE
    Rache, get out of th.
    RACHEL
    ( still to Jackie . )
    You have n't done one goddam thing to make any of this easier.
    JACKIE
    I am not here to make it easier for you. These are my children. They do n't want to be with you.
    RACHEL
    Well, maybe they would if they thought it was okay, with y.
    JACKIE
    ( poking Luke 's chest . )
    A court order is gon na say that woman is never alone with my children! Ever again! Do you HEAR that?
    All of New Jersey heard that . On the silence that follows , she stalks off . The mother lion . Doing what she has to do .

EXT. NORTH VALE STABLES - DAY
    Jackie and her children ride HORSES side by side through a perfect Fall afternoon . Our riders look about alertly , as if patrolling enemy territory .
    ANNABELLE
    Guinevere, Godiva, I sense enemy sol.
    BEN
    I do n't want to be Lady Godiva anymore, no matter how much I like chocolate. I want to be a stud.
    In distance , a gaggle of GROUNDSKEEPERS . Jackie points these out to Ben , without missing a beat .
    JACKIE
    Lord Nelson, Napoleon's troops. I fear for the women and the property values.
    ANNABELLE
    I'll ride ahead. Nelson, protect the Queen.
    And she canters off , blood in her eye . Alone now with his mom , Ben has something serious on his mind .
    BEN
    Mommy? It's not Rachel's fault I ran away.
    JACKIE
    ( does n't turn . )
    No, that's your fault. It's her fault for not watching over my precious son, as if it were her priority. Which means, the most important job.
    BEN
    ( thinks about this . )
    Rachel's job is she works.
    JACKIE
    Ben, mommies work too. They work very hard. Mommy works harder as a mom than she did when she was working. I just do n't get paid.
    BEN
    Does Rachel make a lot of money?
    JACKIE
    People like Rachel who only think about themselves often do make a lot of money.
    BEN
    I think she's pretty, Mommy.
    JACKIE
    Yes. if you like big hair.
    BEN
    Mommy?
    JACKIE
    What honey?
    BEN
    If you want me to hate her I will.
    On Jackie . Stunned . Her lips part for an answer . But she has n't got one .

EXT. JACKIE'S HOUSE - NIGHT
    Luke pacing around on the path through Jackie 's front lawn . Jackie exits the house , alone . Stands on the porch . And they stare at each other .
    JACKIE
    You know, you can come inside the house.
    He looks at the end of his rope . She walks down to him .
    LUKE
    ( quietly . )
    Did you see the lawyer?
    Oh . Well .
    JACKIE
    Called him. We set an ap.
    LUKE
    ( almost a whisper . )
    Do n't do this.
    So vulnerable . The air comes out of her . We see how much she still cares for this man .
    JACKIE
    You're saying, do n't make the kids a football, do n't put them through a war. But I'm doing this for their well - being.
    LUKE
    Partly. But partly, you're mad.
    Staring . At each other .
    LUKE
    You know the kids are n't really in danger. This is about Rachel, and you're right, I'm disappointed in her learning curve, and.
    JACKIE
    Slugs. Have faster learning curves. Trees, even.
    He takes a breath .
    LUKE
    ( here it is . )
    I'm afraid she's going to walk.
    JACKIE
    And I'm supposed to care.
    He reaches out . Takes her hands .
    LUKE
    ( softly . )
    About me, yeh. Like I care about you.
    She looks in his eyes .
    JACKIE
    Like you cared about me three years ago?
    He shrugs . Looks saddened by that .
    LUKE
    ( softly . )
    Hey. You kicked me out.
    And just this once . With all that 's happened . Jackie needs to say .
    JACKIE
    Maybe you should talk to your daughter, about why. She seems to have missed that part.
    Now he looks ashamed . And sorry from his heart .
    JACKIE
    ( softly . )
    Forget I said that.
    He has to tell her .
    LUKE
    This thing with Rache. I need this. I do n't want to lose her. And I will see to it that the kids do n't suffer. Help me, huh?
    Help me .
    LUKE
    I'd do it for you.
    Yes , he would . Despite everything , she knows that .
    JACKIE
    One last chance, do n't make me regret it.
    Her voice tried to be tough . But the tension showed through .
    JACKIE
    or you will, too.
    A last look . She walks slowly . Back toward the house .

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - AFTERNOON
    The last cars are pulling away . No kids left , except the ones shooting hoops . Except . On the low brick ledge by the flag pole . Annabelle sits . Alone . Quietly freaking .

INT. RACHEL'S STUDIO - AFTERNOON
    Rachel and Cooper sit on a bare floor SURROUNDED by countless PROOFS of FLYING CANARIES . An assistant brings a cell phone to Rachel , who holds it in place with her shoulder , as she frantically sorts through the prints .
    RACHEL
    ( into phone . )
    . no, no, that is not possible. You must have the wrong little gir.
    Stops .
    RACHEL
    ( into phone . )
    . because Annabelle's mother never forgets, is never late, is never imperfect. So that's some other kid sitting on the curb by the car pool li.
    Listen . All the air comes out . She looks around , sadly , at all the work surrounding her .
    COOPER
    May I remind you that Duncan has the client arriving at exac.
    RACHEL
    ( into phone . )
    Sure. I was just doin' my nails.

INT. RADIOLOGY LAB - AFTERNOON
    A cavernous sterile room . A horrible METALLIC HAMMERING sound . PAN to see that it comes from . a white cylindrical TUBE . Bare feet protrude . An MRI is in progress . The sound stops . The body SLIDES from the tube , a woman in a hospital gown . She is Jackie . She blinks at the light . Her eyes are drawn , a million miles away . A lot on her mind . A TECHNICIAN enters the room .
    TECHNICIAN
    Your paper went off during the procedure. Do you want the number?
    Jackie turns , suddenly focusing .
    JACKIE
    Wait. what time is it?

INT. PRINCIPAL'S OFFICE - AFTERNOON
    Annabelle sits glumly , refusing to eat some chips from the bag in Rachel 's hand . Rachel 's voice is low , soothing . Dare we say , maternal .
    RACHEL
    Hey, sea salt and vinegar, I know this is your fave.
    Annabelle keeps her eyes down . This is more than a sulk . She seems fairly unglued .
    RACHEL
    C'mon, these are the Bomb, I prom.
    ANNABELLE
    Now could she just. forget me!
    Looks up . Eyes desperate .
    ANNABELLE
    I mean, that's something you would do!
    Rachel stares back . Eats a chip . Decides .
    RACHEL
    ( softly . )
    Tell ya the truth? I did.
    The kid blinks . A non - compute .
    RACHEL
    Your mom had to. help a friend with this. emergency? And she called me. And we switched days. Then, I got stuck on my shoot, and.
    ANNABELLE
    MOMMY!
    Rachel WHIRLS to see JACKIE filling the doorway , Annabelle flying to her mother 's arms . The women 's eyes meet . How much did she hear ?

INT. JACKIE'S BATHROOM - NIGHT
    Jackie brushing out Annabelle 's hair . Jackie 's eyes are distant . Annabelle watching in the mirror .
    ANNABELLE
    Are you worried about your friend? With the emergency?
    Jackie 's eyes come back to focus . Hmmn ?
    JACKIE
    Oh, I'm waiting on some news, that's all. Say. Can I ask you why you never asked me something you probably asked Daddy anyway?
    And she smiles . Real carefree . So Annabelle smiles back .
    ANNABELLE
    You can try.
    More brushing . Gentler , slower strokes .
    JACKIE
    Daddy was washing Rachel. In the shower. What did you think that was about?
    ANNABELLE
    Sex. Of course.
    Oh .
    JACKIE
    Well, not exactly s.
    ANNABELLE
    Why does Rachel scream?
    Does she mean what Jackie thinks she means ?
    JACKIE
    Scream.
    ANNABELLE
    During sex.
    Oh . Again .
    JACKIE
    How would you know sh.
    ANNABELLE
    I live. In the same country.
    Her mother laughs . Encouraged .
    ANNABELLE
    ( imitating . )
    Oh God oh God Oh God oh God oh God Oh.
    JACKIE
    why do you think?
    ANNABELLE
    Because it feels really incredibly good.
    Jackie moves around . Leans to stare in her eyes .
    JACKIE
    So why are you asking me?
    ANNABELLE
    I like talking about it. At least, to you.
    The look holds . Almost a bittersweet smile plays on Jackie 's lips . She leans to kiss her daughter 's head .
    JACKIE
    ( a murmur . )
    Same here, huh?

INT. RACHEL'S DARKROOM - MORNING
    TOTAL DARKNESS - Slowly an IMAGE APPEARS - Floating in a pool of water . It 's a photo of a child 's FEET . Only the wrong shoe is on the wrong foot . Suddenly , KNOCKING .
    RACHEL
    Hold on! Do n't let the light.
    Jackie enters , leaving the door wide OPEN .
    RACHEL
    in.
    JACKIE
    I'm sorry. Look, I'm not real comfortable being here, but.
    RACHEL
    I do n't recall inviting you.
    Silence .
    JACKIE
    I overhead what you told Annabelle. The lie.
    Unreadable faces . What are they feeling ?
    RACHEL
    I have a snoop.
    JACKIE
    I did n't need you to take the blame for me, I'm quite.
    RACHEL
    ( simply . )
    I did n't do it for you. Believe me.
    And Jackie . Finds that interesting .
    RACHEL
    ( shrugs . )
    She already hates me. You've seen to that.
    JACKIE
    You're not terribly good at taking care of h.
    RACHEL
    I need practice.
    JACKIE
    Those are my children you're practicing on. They deserve first - rate care. Every minute. Of every night. And every day.
    More silence .
    JACKIE
    So why did y.
    RACHEL
    I did it for her.
    Straight to her eyes .
    RACHEL
    Poor kid has to believe in someone. Even if it's you.
    Nothing friendly about it . But Jackie has n't come seeking friendship .
    JACKIE
    I have an appointment this after - noon. I need someone to take them to the park.
    RACHEL
    What? And have Federal agents jump out of the bushes with court orders? How many years do you get in this state for giving second - rate care to minors?
    Hard looks . All around .
    JACKIE
    However many. It's not enough.
    RACHEL
    I'm already on thin ice. Yesterday, I actually thought my boss was going to fire me.
    JACKIE
    Fine, forget it.
    But neither of them wants her to . A Mexican Standoff . Until Jackie empties her huge purse on the counter .
    JACKIE
    Bandaids for cuts. Bandaids for new shoe blisters. Packet of Wash n Dri's. Kleenex. Sugar free lollipops, potty seat covers for public restrooms.
    RACHEL
    Why not just bring the whole toilet?
    JACKIE
    Ben likes to be read to. Do you know Dr. Seuss?
    RACHEL
    Not personally.
    JACKIE
    Do you have a word limit you need to hit every day or can I finish?
    This silences Rachel . Jackie hands her a Post It .
    JACKIE
    Here's their schedule for this after - noon. I'll meet you at the park at five. All I ask is that they're alive when I get there.
    A beat .
    RACHEL
    ( dry . )
    Thank you.
    And scoops up the parenting paraphernalia .
    JACKIE
    ( drier . )
    Thank you.
    And walks out the door .

INT. STUDIO CORRIDOR - MORNING
    Jackie stands outside a door . Deciding . She knocks and enters . Duncan 's office . He sits behind his desk , across from a client . Both men looking up at this stranger .
    JACKIE
    Mr. Samuels? Forgive the intrusion, I'm Jacqueline Harrison, and.
    The sweetest smile she 's got . Which is pretty good .
    JACKIE
    well, I just wanted to thank you. For your generosity.
    DUNCAN
    ( a beat . )
    Gener.
    JACKIE
    my daughter had a terrible emergency yesterday. My husband and I could n't be reached, and. your Ms. Kelly came to Annabelle's rescue.
    Confides .
    JACKIE
    I'd hate to think what might have happened.
    Shakes her hand .
    JACKIE
    She told me that you were so suppor - tive, even at great inconvenience to your business, and.
    An amazing smile .
    JACKIE
    It's wonderful to see a successful man. With that sense of priorities.
    DUNCAN
    ( longer beat . )
    Well. under the circumstances.
    JACKIE
    If I can ever repay your kindness. It would be my great pleasure.
    Backing out the door .
    JACKIE
    and your Ms. Kelly? A remarkable young woman.
    The client is beaming .
    DUNCAN
    ( clearing his throat . )
    We think so.

INT. DOCTOR'S OFFICE - AFTERNOON
    CLOSE on Jackie , looking down . She seems to be staring at something in her lap .
    JACKIE
    ( quiet anger . )
    I do n't even know what that means. Spread. That is very unclear.
    but there is nothing there . Her lap is empty . Except for her unnaturally still hands .
    FEMALE VOICE
    ( O.S. , gently . )
    I means we found some cells. In your lymph nodes. In three of them.
    The hands come together . Slowly , deliberately . Stating to anyone who would watch that there is no panic here .
    JACKIE
    But the other time. You said you got it all. So you could be wrong again. One time, you say one thing, then.
    FEMALE VOICE
    ( O.S . )
    The other time. Was a year ago.
    The air comes out of Jackie . In a thin , slow , precise stream . Everything , her very breath . Under complete control .
    FEMALE VOICE
    ( O.S . )
    That was a tiny lump in the breast. We radiated, we thought we had it all. We were hopeful. But there were no guarantees.
    Silence . Jackie 's eyes stay on her folded , still , hands .
    JACKIE
    But we can beat it.
    PULL BACK to see the small , neatly kept office . DR. SWEIKERT is 50 , slender , elegant , kind . The doctor you want when you 're dying . Jackie looks up to her .
    JACKIE
    People beat it, do n't they? All the time.
    DR. SWEIKERT
    ( straight . )
    Every day. More and more.
    Jackie swallows . The confirmation of hope has allowed some of the fear to show .
    JACKIE
    So we'll. radiate some more?
    DR. SWEIKERT
    At first. Then, after awhile, some chemo.
    A blow . Jackie absorbs this .
    JACKIE
    That's necessary, huh?
    DR. SWEIKERT
    Let's take our best shot.
    Jackie nods . Staring at the woman . Then , to break the spell .
    JACKIE
    I guess a no - hair day beats a bad - hair day.
    The doctor smiles . Jackie looks at her watch .
    JACKIE
    I have to get dressed. My ex - husband has asked me to dinner. God knows why, he was very mysteri.
    DR. SWEIKERT
    Have you still never told him?
    A flash of the anger flickers .
    JACKIE
    Why would his worry? Or my children's worry. Or anyone's worry. Help the sit.
    DR. SWEIKERT
    ( very soft . )
    Sooner than later. You really need to.
    That brings a silence . A shading of defiance to Jackie 's features .
    JACKIE
    You do n't burden others needlessly. That's how I was raised, Doctor.
    Hold the look .
    MR. SWEIKERT
    Maybe at dinner tonight. Think about it.

INT. JACKIE'S BATHROOM - DUSK
    Jackie is getting dressed in front of the mirror , her eyes distant , in spite of her attempts at control . Annabelle is watching her like a hawk . We see Ben in the BACKGROUND - sawing the BABYSITTER ALISE in half .
    ANNABELLE
    Why are you going to a French restaurant?
    Throughout , Annabelle is trying on Jackie 's jewelry , making a pest of herself . Jackie fights against rising irritation .
    JACKIE
    Because it's quiet. And he wants to talk. Alise - Once he saws you in half, it's bedtime.
    ANNABELLE
    What are you gon na talk about?
    JACKIE
    ( applying mascara . )
    Probably you - your brother - school - The solar system. The usual.
    ANNABELLE
    Then why are you putting on mascara?
    JACKIE
    ( a beat . )
    I'm a little tired and it's just a pick - me - up.
    ANNABELLE
    But you only wore mascara when you and Daddy went on romantic dates.
    JACKIE
    Well Daddy and I are just friends now, and that's no reason not to wear mascara.
    ANNABELLE
    Or blush. You look pale.

EXT. RESTAURANT - NIGHT
    A Country French place on the West Side . Classy , but inviting .

INT. FRENCH RESTAURANT - NIGHT
    Jackie and Luke sit across from each other in the lovely restaurant . Jackie looks beautiful in the warm candlelight .
    LUKE
    Maybe you do n't think three years is enough for a person to change but. things are different now Jackie. I'm different.
    Jackie feels her heart beginning to race . They lock eyes for a moment . He unconsciously begins to eat off her plate . He eats her chicken , and in the dance they 've done a thousand times - she reaches for his uneaten vegetables . The WAITER approaches .
    WAITER
    Would you and your wife prefer still or sparkling water?
    He does n't correct the waiter .
    LUKE
    Still, please.
    JACKIE
    ( when the waiter leaves . )
    Annabelle showed me the new dress. She's amazing in it.
    LUKE
    Getting so beautiful. she looks more like you every day.
    ( Luke downs Jackie 's wine . )
    Jackie. I've really given this a lot of thought. A great deal of thought.
    Their eyes lock for a moment . Here it comes .
    LUKE
    I'm gon na marry Rachel. I know you do n't think much of her but she's a special person - she really is. And I love her. This is a bridge we never wanted to cross but it's not helping her or the kids if I do n't really commit to that.
    Jackie stares at him stonefaced .
    LUKE
    I did n't think a phone call was appropriate.
    JACKIE
    Tell me exactly how you're different from three years ago? The music sounds kind of the same from where I'm sitting.
    He shifts in his chair . Wants this to sound as authentic as he feels it .
    LUKE
    I grew up, a little. I'm ready for a life that's built around commitm.
    JACKIE
    Just not to me.
    The waiter returns with a bottle of red wine . It 's horribly quiet as he pours . Waits , obtrusively .
    LUKE
    Thank you, it's fine.
    WAITER
    Would you like to taste it?
    LUKE
    Can we please have less service, here?
    The waiter leaves , taking his attitude with him . Luke sighs .
    LUKE
    It's going to be hard for the kids when I tell them. I'd like you to be there.
    JACKIE
    To make it easier for them or you?
    LUKE
    It's a huge moment in their life -
    JACKIE
    You ca n't be an ` us' just when you want to. You ca n't play that card when it's convenient.
    LUKE
    We.
    JACKIE
    WE are over.
    LUKE
    WE'RE still their parents for the next hundred years.
    On this , Jackie looks down at her hands .
    LUKE
    You're still going to have to be dealing with me - with us. We should tell them together.
    JACKIE
    No. You think this is going to help the kids then you do it. You're on your own.

INT. RACHEL'S AND LUKE'S LIVING ROOM - THAT NIGHT
    Jackie sits next to Luke on the couch - looking lovingly towards the children , who sit across from them . Annabelle is taping this .
    JACKIE
    The great thing about life is that things keep changing.
    LUKE
    Remember when Mommy and Daddy got divorced?
    JACKIE
    And we all went through that together?
    ON Ben . OH MY GOD . He knew it ! ON ANNABELLE - Behind the video camera - Where 's this headed ?
    LUKE
    Well things are going to change again.
    Ben LEAPS up from the couch and FLIES into Jackie 's arms .
    BEN
    I knew it! I knew it! I knew you guys were getting back together!
    Jackie looks at Luke . Annabelle ZOOMS IN on their faces .
    ANNABELLE
    No they're not.
    LUKE
    Annabelle put down that camera.
    She ZOOMS in on his face .
    LUKE
    Put down that goddamn camera!
    ANNABELLE
    You owe me a quarter.
    JACKIE
    Look she's upset -
    ANNABELLE
    No I'm not. I do n't care. Why should I care? I mean nobody asked me when you got divorced. Nobody asked me if I wanted a new mother. Nobody even asked me if I like her. If you guys do n't care about our family staying together, why sh.
    JACKIE
    Daddy and I tried hard. We really did.
    BEN
    No you did n't! All you guys did was name call! I heard you! You did n't even try and use your words!
    Ben runs out of the room . Luke follows him .

INT. BEN'S ROOM - CONTINUOUS
    Ben pulls his cape over his head and hides in a bundle in the corner .
    BEN
    I'm disappearing. I'm almost invisible.
    LUKE
    ( holding him . )
    I'll find you wherever you go. my magic boy. I'm still your daddy. nothing will ever change that.

INT. LIVING ROOM - CONTINUOUS
    Jackie moves to Annabelle who wo n't put down the camera .
    JACKIE
    Annabelle. Rachel's not taking my place as your mother - it's just Daddy's chance to be happy again. Is n't that what we all want for each other?
    No answers . Jackie looks at this daughter she loves so much . Pats the seat beside her .
    JACKIE
    Come. Sit.
    Something in the softening of the tone changes the atmosphere in the room . More real . More like equals .
    JACKIE
    Life is full of hard things. And we ca n't always have what we want, you know that.
    Do n't you ? Annabelle nods , cautiously .
    JACKIE
    But we do have a choice. To make it better. Instead of worse.
    ANNABELLE
    Like how?
    JACKIE
    Like seeing the good side of Rachel. So she'll see the good side of us.
    Annabelle 's stare is hard and questioning . She did n't expect this .
    JACKIE
    Because I'm looking ahead. And you know what I see?
    Annabelle does n't . But she sure is listening .
    JACKIE
    Time will come. When we all need to be there. For each other.
    Strokes her baby 's hair .
    JACKIE
    That happens. To families.
    ANNABELLE
    ( straight back . )
    I'll be there for you.
    Her mother 's eyes cloud with feeling . A murmured .
    JACKIE
    I'm counting on it.

INT. RACHEL'S AND LUKE'S KITCHEN - LATE AFTERNOON
    Barely any light in the empty kitchen . PAN to see Ben , alone , in his cape . Carefully , he sets a cup of saucer atop a cloth napkin that lies across the butcher block table . He GRASPS the corners of the napkin . He looks scared . We get what 's about to happen . As he . YANKS the napkin , as FAST as he can , the cup and saucer , RATTLE and . stay put . Ben . Is astounded . And then he looks up . To a cabinet filled . With glassware and china .

INT. RACHEL'S AND LUKE'S BEDROOM - LATE AFTERNOON
    Rachel 's HAND as a beautiful ANTIQUE RING is slipped on her finger . She is asleep . Then , she . stirs , wakes . Stares at her hand in shock and delight .
    RACHEL
    Oh my God. Are you serious?
    LUKE
    ( tenderly . )
    I think so. What do you think?
    RACHEL
    I think so too.
    They hold each other for a long time .
    LUKE
    It's forever you know.
    RACHEL
    ( trying to read him . )
    Okay. Is that the good thing or the bad thing?
    LUKE
    Because I ca n't hurt anyone like this ever again.
    She grins .
    RACHEL
    How did you hurt someone? She threw you out, remember?
    He does . She hugs him tight .
    RACHEL
    Everything's gon na work out. The kids and I. we're going to love each other.
    LUKE
    Rache, it may take time.
    RACHEL
    What's eight, ten years? Hell, you'll still be ambulatory. I think.
    She 's counting on her fingers . He kisses her .
    RACHEL
    It's inevitable. Look, I was defensive, I was insecure. I was afraid to love first.
    Her incredible smile . Filling even Luke with confidence .
    RACHEL
    But I'm not anymore.
    A sudden horrific CRASHING sound . The breakage of the breakable . Their look holds .
    RACHEL
    I'll get this.
    A quick kiss . And she 's gone . HOLD on Luke 's light smile . Maybe this will all work out .

INT. BEN'S ROOM - LATE NIGHT
    Ben is cuddled up in his coverlet . Almost as if he 's hiding . She picks up some stray underpants . Actually , three of them .
    BEN
    Are you real mad?
    RACHEL
    How could I be? We learned some magic.
    She goes to his bed . Sits down .
    RACHEL
    I made all the pieces disappear.
    Oh . She leans toward him .
    RACHEL
    And you learned.
    She kisses his forehead . Very sweetly .
    RACHEL
    to make that trick disappear, huh?
    He nods . Big time . She stands , smiles .
    RACHEL
    ( softly . )
    A night. Of learning.
    They share the smile . And Rachel leaves , into the darkened hall . Down it now , only to . stop . Open a door , so quietly . Silently enter .

INT. ANNABELLE'S ROOM - LATE NIGHT
    the room of a sleeping child . Rachel moves soundlessly to Annabelle 's side . Stares down . Listens to the soft breathing . She straightens the covers slightly , in a maternal way . Then , on impulse , reaches down . tenderly smooths back a strand of hair . One last look . And she . leaves frame . HOLD on Annabelle , as we hear the knob turn . The door close . Alone , now . Annabelle opens her eyes . She is thinking .

EXT. JACKIE'S HOUSE - DAY
    Rachel dropping off Annabelle at Jackie 's door . They must be late , because Rachel is looking anxiously at her watch . Not even noticing that Annabelle has pulled out a tube of LIP GLOSS , turning the shaft to reveal a glittering golden - colored gloss . Then .
    RACHEL
    Uh. Put that away, hon, your mom w.
    The door OPENS . Jackie is dressed for riding .
    RACHEL
    ( sincere . )
    Sorry I'm late, I got lost dropping Ben off at Kevin's.
    JACKIE
    It's okay, it's twenty minutes. The horse'll be there.
    Rachel blinks . Is she on the right planet ?
    ANNABELLE
    Mom, look what Rache got me!
    Uh - oh . The kid holds it up .
    ANNABELLE
    It's not to wear around, or any - thing, I'm way too young. It's just for play.
    RACHEL
    See, I.
    JACKIE
    ( taking it . )
    That is so pretty. You usually only see that color in people's teeth.
    Annabelle has entered the house , to see on a table by the door a huge , brightly - wrapped PACKAGE .
    ANNABELLE
    Wow. Who's that for?
    JACKIE
    ( quietly . )
    Well. It's for you.
    The kid WHIRLS around . Really ?
    JACKIE
    Just because. Just because I love you. Go ahead.
    Annabelle starts to unwrap the present with Christmas - morning - care . Jackie looks at the glitter gloss .
    RACHEL
    I'm sorry, I just.
    JACKIE
    Hey. At least it's not an editing machine.
    RACHEL
    No way. I told her two, three years, maybe, for such an expens.
    And stops . Because the paper has come off . A giant deluxe model beginner 's VIDEO EDITOR . Annabelle is STUNNED silent . So 's Rachel .
    ANNABELLE
    ( tears in her eyes . )
    Oh, Mommy.
    And JUMPS into Jackie 's arms , CRUSHING her with the hug mothers live for .
    JACKIE
    I hope it's the right kind.
    ANNABELLE
    Are you kidding? It is so much better than the one Rachel showed me!
    Jackie strokes her baby 's head .
    JACKIE
    Well, I thought. You know, why wait?
    The child turns to Rachel , frozen in the doorwary .
    ANNABELLE
    I told you I was big enough! Is my mom the greatest, or what?
    Rachel swallows .
    RACHEL
    The greatest.
    HOLD on the look . The women share .

EXT. NORTH VALE STABLES - DAY
    Jackie and Annabelle riding . The kid is still on Cloud Nine . Jackie 's eyes are on her .
    ANNABELLE
    I mean, she knows all the music, and pop stars, and clothes and stuff. She's like still a kid, herself.
    JACKIE
    Like a big sister.
    ANNABELLE
    She knows every neat junk food place.
    Looks to see if her mom is okay hearing .
    ANNABELLE
    Actually. She's kind of cool, when you get to know her.
    JACKIE
    I bet.
    Annabelle studies her mom 's profile .
    ANNABELLE
    And do n't tell her I told you.
    JACKIE
    Secret's safe with me.

INT. LUKE AND RACHEL'S BEDROOM CLOSET - NIGHT
    Rachel sits cross - legged on the floor of the walk - in closet . Next to her , a glass and a botle of Stolie , getting toward the bottom . An ashtray filled with butts , and . a card board box . Dragged out of somewhere . Photo albums , loose snapshots . Vintage stuff . From her face , this is not a carefree romp down Memory Lane . She takes another hit on the Stolie . More than slightly intoxicated , weaving , squinting at . the next photo . Luke , young , straddling a Kawasaki . Jackie , just as young , holding him from behind . She wears a halter and shorts , and looks simply terrific . Rachel looks drunk and jealous . With an overlay of self - pity . Brings the photo closer . Squints harder .
    RACHEL
    What the fuck is that?
    Her worst fears confirmed .
    RACHEL
    a tattoo?

INT. HOSPITAL ROOM - NEW YORK - DUSK
    The lights are coming on in The City . Jackie sits staring out the window , as an IV drips into her arm . She is alone , and down . And fighting the fear of what may come to pass . Her pager goes OFF . Jesus . She pulls a cell phone from her purse . Works it with one hand . Brings up . the smile . Showtime .
    JACKIE
    ( softly . )
    Hey, good - lookin', I was just thinking about calling y.
    INTERCUT throughout : Ben on the phone in Rachel 's and Luke 's kitchen . He is alone . Staring through the glass window of the oven .
    BEN
    Rache says I have to eat lamb. I told her you're making me spaghetti!
    JACKIE
    Honey, this is Thursday. I pick you up tomorrow, and we do big spaghetti.
    BEN
    And many meatballs.
    A nurse enters , and Jackie shoots her with a wave of her fingers .
    JACKIE
    You'll be up to your armpits in meatballs, I'm flying them in from Sweden.
    BEN
    Is that like Luigi's?
    She loves this kid so much .
    JACKIE
    Not a lot, sweetie. It's a country. Like Canada. Only smaller.
    BEN
    Where are you, anyway?
    And the feeling comes straight to her eyes . She ca n't fight it .
    JACKIE
    I'm somewhere, thinking of you. And meatballs. And you know what?
    BEN
    Yes.
    JACKIE
    Of course, you do. Being magic. Then you know I've got a flu bug, and I turn green and barf profusely when I even think about food. So, all the more meatballs for you. But you know what.
    BEN
    I did. Do I have to eat lamb? Daddy did n't cook it, she did.
    JACKIE
    Do me a favor? Eat it, and then give me a secret report, okay? Pay particular attention to whether it's chewy and if it tastes more like chocolate or soup.
    He laughs . And she can hear that . And her eyes fill . And she murmurs .
    JACKIE
    Hey, that's a world - class laugh you got there. Can I all you sometime? If I fell blue.
    A silence . And for a heartbeat , the fear . Did he hear it in my voice ? But no .
    BEN
    Sure. You got my number.
    And now she 's crying . But she ca n't . She ca n't . Gains control for a whispered .
    JACKIE
    That I do. Always will.
    BEN
    Mom?
    She sniffles .
    JACKIE
    I'm fine, ba.
    BEN
    Tomorrow? Can I have one butterscotch pudding for dessert?
    See her relief . Secret still safe .
    JACKIE
    Nope.
    He 's crestfallen .
    JACKIE
    We can only have two.

INT. SUPERMARKET - DAY
    Jackie is pushing her cart . Ben sits in it , pulling things off the shelves . On automatic she 's putting them back .
    BEN
    Mommy, if your real name's Jackie and I call you mommy ; and Rachel's real name's Rachel. Then when I see her do I say hi Stepmommy? And if my name's Ben, how come you do n't call me son?
    JACKIE
    ( lost in thought . )
    Thursday's fine.
    Frustrated , Ben CLIMBS OUT of the cart and trails behind Jackie . He reaches for an apple off the BOTTOM of a huge display of Red Delicious , and the whole thing comes TUMBLING DOWN . Shaken , she looks around for Ben . He 's gone .

INT. SUPERMARKET MANAGER'S STATION - DAY
    Jackie with a Store Manager and a Policeman stand at the front of the store near the Bakery . Jackie is totally distraught .
    JACKIE
    I looked away for one second. Just one second. he's. he's.
    POLICEMAN
    How would you describe him?
    JACKIE
    He's my son! He looks like his father! His name is Ben - he answers to Harry -
    MANAGER
    Is he wearing a red shirt?
    The manager POINTS to the frozen food bin . There , lying on his back atop dwindling stores of Breyer 's ice cream . is Ben . Hands and beaming face PRESSED to the underside of the glass . Jackie does the only reasonable thing .
    JACKIE
    YYYAAAAAAAHHH!
    and FLINGS OPEN Snow White 's glass coffin .
    JACKIE
    ARE YOU CRAZY, YOU COULD SUFFOCATE IN THERE!
    BEN
    Nope. I got my warm t - shirt.
    Enough of a non - sequitur to make everybody blink , before Jackie YANKS him , roughly and tenderly , from the bin . She CRUSHES him in a violent , desperate hug .
    BEN
    You found me cause I'm your priority, huh?
    She kisses him fiercely . At the edge of tears . Whispers .
    JACKIE
    You got that right.

EXT. SOCCER FIELD - 3 O'CLOCK PRACTICE
    Luke coaching the girls team . Annabelle one of many who surround him for that final word of wisdom .
    LUKE
    Alright my Little Warriors, remain calm ; trust that the ball will find you ; remember they're your opponent not your enemies - Not kick MAJOR butt!
    In the bleachers , Jackie sits alone with Rachel . They are having a coaching session of their own . Rachel points down to the field , where . Annabelle pushes her hair over her eyes .
    RACHEL
    She's gon na trip over her own feet, if she does n't get her hair out of her eyes.
    Jackie casts a sidelong glance at Rachel . Decides to tell her .
    JACKIE
    Pushing her hair over her eyes. Means she's avoiding a confrontation.
    Rachel looks over . Really ? Jackie decides to share more . Reading Rachel 's reaction to .
    JACKIE
    If she's twirling it, she's playing something out in her mind. If she's stopped combing it, she might be depressed.
    As Rachel listens she 's unconsciously twisting her hair .
    RACHEL
    What about obsessively picking her split ends?
    JACKIE
    Anxiety.
    RACHEL
    Last week when she chopped her Barbie's bangs all to hell -
    JACKIE
    She was angry at herself.
    RACHEL
    Jackie?
    JACKIE
    Yes?
    RACHEL
    When I twisted hair like this it means I'm intimidated by you.
    Jackie gives her the trace of a smile .
    JACKIE
    I'll keep it in mind, and use it against you.
    She looks back down at the game . Rachel watching her profile . Finally .
    RACHEL
    You feeling all right?
    JACKIE
    ( does n't turn . )
    Not great. Plus, I've got things on my mind. You know.
    Things . Rachel does n't know . Blurts .
    RACHEL
    Are you. seeing someone?
    Jackie snorts a laugh . In spite of herself .
    JACKIE
    Yeh, that does tend to make me sick to my stomach. Actually, I'm, uh.
    Thinking . Deciding if this is the time to say .
    JACKIE
    thinking of going back to Random House. On a part - time basis.
    RACHEL
    Wowie. How wonderful!
    But Jackie still has n't turned . Eyes glued to Annabelle , racing around with determination .
    JACKIE
    Well, I could do most of it from home. But, while I'm working it out with the head editor, I'd need to.
    Sighs . Boy , this is tough . Tries for matter - of - fact .
    JACKIE
    make some trips into the city. Sometimes, overnight.
    RACHEL
    Hey, any help you need, we'll cover.
    Jackie nods . Appreciates that . But she still has n't turned to look Rachel in the eye .
    RACHEL
    Uh. Have you told Luke and the ki.
    JACKIE
    Let's. hold up for a bit. It may not happen. Our secret, okay?
    A little strange . Particularly the hardness of Jackie 's eyes . Rachel watching her . Something 's up .
    RACHEL
    ( softly . )
    Sure, if you like.
    Jackie looks away now . To the playground just beyond the bleachers . Kids rise swings , clamber over a jungle gym . But her eyes are routinely , automatically , zeroing in on one single kid . who is climbing his way UP a tall SLIDE . Crouched over as he inches up the shiny metal surface , using the side rails . Rachel follows Jackie 's eyes , just as . Ben reaches the top and STANDS UP , hands OVER his head , Jackie 's breath catching , Ben totters once and . FALLS fast , hitting the grass with a thump we can hear , lying crumpled , motionless , as our two women . SPRING up as one , SCRAMBLING down the bleachers , RUNNING toward the playground , Jackie initially in the lead , but Rachel out - sprints her , CLOSING on the child , as he rolls over grasping his leg , and reaching him first . some instinct makes her hold back , let Jackie RUSH past her , to kneel at Ben 's side . She lifts her baby in her arms . His pants are torn , his leg is bleeding . His own concern .
    BEN
    I can still go to Tucker's party, right?

INT. EMERGENCY ROOM - DAY
    A full house of walk - ins with assorted needs , none of which appear to require George Clooney on an urgent basis . Across the room , an irritated Jackie finishes the last of the paperwork at the nurses station . Exchanges a less - than - pleasantry with the less - than - helpful duty nurse , and . heads off through the crowd , DOWN a hallway , TURNS a corner , to see . LUKE stands by a doorway . Smiling , as he gazes into a hospital room . Jackie comes to his side , looks in . Ben does n't see them . His back is turned , as he talks to Rachel , who sits on the side of his bed , feeding him the pudding she got from a vending machine .
    BEN
    for Christmas, okay? Every magician needs a white dove, a real one, they do!
    RACHEL
    Well, that's a long way off, sweetie. We'll talk to Mom and Dad.
    BEN
    Dad! You can talk him into anything!
    Unseen by the two , Luke grins . Then , Ben snuggles into Rachel 's arms and kisses her . Jackie stares .
    RACHEL
    ( singing softly . )
    ` In the still. still of the ni - ight. I held you. held you so ti - ight'. take it, man.
    BEN
    ( singing softly . )
    Doo - wop - doo - doo, doo - wop - doo - doo.
    Jackie stands there . Her eyes are difficult to read . But she sure is watching .
    LUKE
    ( softly . )
    Nice, huh?
    She steps back . Looks him in the eye .
    JACKIE
    It is. It's about time.
    He give her a goofy give - me - a - break FACE . She twists the corner of a smile .
    LUKE
    She's a charmer, you'll see. In fifty years, the kids'll love her ten percent as much as they love you.
    JACKIE
    Stop. You're making me insecure.
    Now they 're smiling at each other . In the old way . A nice moment for them .
    LUKE
    You changed your hair.
    And we notice . It does look different .
    JACKIE
    It's temporary.
    LUKE
    ( grins . )
    It's good. You're not pulling a mid - life crisis on us, are you?
    Her look holds . An odd extra beat .
    JACKIE
    Not the term I'd use.
    He glances back through the doorway .
    LUKE
    You want us to take him tonight? Give you some private time with Annab.
    JACKIE
    Never stand between that kid and a meatball.
    LUKE
    Yet another spaghetti night.
    JACKIE
    Yeh, better I should forcefeed him burnt lamb and. couscous, was it she made him? Boy, kids go wild for that.
    She pats him on the shoulder .
    JACKIE
    I'll drop him at Tucker's party Saturday, if one of you guys can pick him up. I have to go into the City.
    And breezes by him into the room . Ben wheels to see her .
    JACKIE
    You know what happens to spaghetti when it waits around for you too long?
    He really thinks . Actually .
    BEN
    No.
    JACKIE
    Pray. We never find out.

EXT. A PERFECTLY MANICURED TWO STORY HOME - DAY
    A door with balloons OPENS - STACY , the birthday boy 's mom , stands there - children running behind her in party hats , all with their conservatively dressed SUBURBAN MOMS . Rachel 's attire a sharp contrast .
    RACHEL
    Hi, I'm here to pick up Ben.
    STACY
    Does Jackie know this?
    RACHEL
    No. I'm doing it behind her back.
    STACY
    In seven years Jackie's never missed one of Tucker's parties. Where is she?
    RACHEL
    Something came up. C'mon Ben! I've got a shoot at three.
    STACY
    Tucker has n't penned Ben's present yet - it wo n't be too much longer.
    Rachel eyes the MOUND OF PRESENTS yet to be opened . DISSOLVE TO . FORTY - FIVE MINUTES LATER . Rachel , in a pointed party hat , sits schmushed on the couch in between all the other MOTHERS . A black jeans stranger in a strange peach land . She eyes that mound of presents . Not even a dent . She pulls out her cell phone , moves towards the hallway .
    RACHEL
    Hey Cooper. pull a number 64 steel blue gel on the back light. yeah I'm on my way but.
    A piece of CAKE FLIES through the air and LANDS on Rachel .
    STACY
    Now Ben, let Tucker play with his Batcave.
    Ben wo n't let go of Tucker 's presents . Tucker tries to take it . Ben is adamant . Rachel reaches for him , tousling his hair .
    RACHEL
    Hey Benjy boy - chill.
    ( he shimmies away from her . )
    He's there already? No I do n't want to talk to him - Duncan? How are you.
    The mothers are all too aware of Rachel on the phone . Two kids shoot water guns - Rachel gets drenched . Ben pulls at the toys .
    BEN
    I want it!
    STACY
    Ben I know you're angry and confused but it's Tucker's birthday party.
    Ben and Tucker fight for it - the mothers all LOOK TO RACHEL .
    RACHEL
    Ben -.
    ( into phone . )
    Duncan I'm aware of that - Goddamn it Ben! Let go of it. NOW!
    He stares at her . It looks like he 's gon na let go - On the mothers - impressed , not to mention surprised . When Ben suddenly HURLS the toy onto the floor SHATTERING IT ! A horrible SILENCE falls over the room . Broken only by the sound of Duncan SCREAMING from inside the phone .
    DUNCAN IN PHONE
    Rachel. This is a big bloody account - If you do n't show up in five minutes.
    Rachel takes Ben and leads him into another room .
    RACHEL
    Ben I'm sorry. It's been a hard day. Now would you do us both a favor and take this phone and.
    She SLAMS the phone SHUT . Hands it to Ben .
    RACHEL
    make it disappear.
    Okay . He SHOVES it down the front of his pants . The peach moms are taken aback . Rachel nods , you got it . Delighted , Ben turns , scampers off , as . his pants start RINGING . He stops dead . Looks down at them . Still RINGING . He turns around and waddles delicately back to Rachel , as if he 's carrying nitro in his shorts . She holds out her hand .
    RACHEL
    Breaks out the geiger counter, the man is radio - active!
    He pulls the ringing phone from his pants . She grasps it without hesitation , while peach moms wince in disgust . SNAPS it open .
    RACHEL
    Get over it, Dunc.
    ( stops . )
    . whoa, whoa, Annab.
    Listens . While everybody watches .
    RACHEL
    Could it be, maybe. anywhere else? Like. another galaxy would be more convenient.
    Listening , listening . Everybody really watching . Even Ben . Rachel oblivious .
    RACHEL
    ( gently . )
    Okay, do n't cry. Flunking science is not happening. On my watch.

EXT. STACY'S YARD - LATER
    All the kids are running around crazily in a hypersugared frenzy . Peach moms drink diet sodas and chat . Rachel making a call by the phony little carp pond .
    RACHEL
    just that her daughter left a science book somewhere at her house, and I need t.
    INTERCUT throughout : a starchy , powerful , crisply intellectual SENIOR EDITOR , in her early fifties and her Jil Sander outfit . The East Side below her window .
    SENIOR EDITOR
    I'm sorry, Ms. Harrison is not here. I think I mentioned that. Twice.
    Rachel nodding .
    RACHEL
    Well, she's been meeting with the head editor for the last few w.
    SENIOR EDITOR
    Miss, I am Senior Editor. Ms. Harrison left Random House eleven years ago. We have not had the pleas - ure of a visit from her in that time.
    Rachel blinks .
    RACHEL
    Actually, she's going back to work with your company on a part - time basis.
    SENIOR EDITOR
    Excuse me. If Jackie Harrison were coming back to the editorial staff, I would be frankly delighted. And I. Would be the first. To know.
    Silence . In the midst of hysterical children .
    RACHEL
    Thank you for your time.
    SENIOR EDITOR
    Do n't mention it.
    And Rachel 's line . Is dead .

EXT. JACKIE'S HOUSE - DAY
    Rachel alone at Jackie 's front door . Staring at the key in her hand . One last chance to back out .
    RACHEL
    ( mutters . )
    What the hell.
    OPENS the door . Enters the empty home . Walks slowly , self - consciously , down the hallway . Kitchen , kids ' rooms .
    RACHEL
    Now, if I were a science book, where would I.
    And stops . At the doorway of the master bedroom .
    RACHEL
    Who am I kidding.
    And goes straight to Jackie 's desk . Starts rummaging through the incredibly neat stack of papers .
    RACHEL
    Great, I'm leaving prints.
    The open appointment book . Today 's date . Just says , NEW YORK . Nothing more . Opens a drawer . Stapler , clips , neatly - stacked stationery . Opens the bottom drawer , and . stops . She pulls out . AIRLINE TICKETS . Opens the folder . Continental Airlines . Newark to San Francisco . And tucked inside . a fax , neatly folded . Rachel opens it . The letterhead says , NORTH POINT PRESS , 134 Sutter Street , San Francisco , California . CHARLENE DRUMMOND , Editor .
    RACHEL
    ( reads . )
    Jackie. Ca n't wait to see you here. I know you're anxious. But it's going to work out wonderfully, I promise. Til then. Charlie.
    HOLD on Rachel . Trying to put this together .

INT. JACKIE'S KITCHEN - NIGHT
    Jackie takes a kettle from the stove . Pours the water into a tea cup . Then , fills a second cup . Drops a tea bag into each . Carries both cups to . the kitchen table . Where Rachel is waiting . She looks more than tense . Actually , scared . Jackie taking this in , as she sets down the tea .
    JACKIE
    Okay, what is this? If you want to dump Luke on me, no sale. You're stuck with him.
    And before she can sit .
    RACHEL
    I know your secret.
    Jackie FREEZES . To stone . No one says anything . Two hearts beating at red - line .
    JACKIE
    I do n't know wh.
    RACHEL
    I was looking for Annabelle's book, and I found your tickets. And the note. From your new boss.
    My what ? Jackie leans forward . Her hands resting on the back of the chair she never sat in .
    JACKIE
    My boss.
    RACHEL
    You're not working at Random House, I talked to them.
    JACKIE
    You WHAT?
    RACHEL
    You're taking the kids. And moving to San Francisco.
    And Jackie has to laugh . Cold . Bitter .
    RACHEL
    Look, you've never liked me.
    JACKIE
    Do n't flatter yourself.
    RACHEL
    And I know checking into your life was inexcusable.
    JACKIE
    Nobody likes a snoop.
    RACHEL
    But I came here to.
    All the air comes out of this young woman . so vulnerable , so real .
    RACHEL
    to beg you. Not to do it.
    And at this . A look of intense interest crosses Jackie 's face . Really ?
    JACKIE
    I'd have thought this was the answer to your prayers. Lose the witch, and her two brats, in one swoop. Problems solved.
    Rachel is clearly distraught . This is no act .
    RACHEL
    You ca n't take Luke's children away from him.
    Jackie thinking . Reading this girl 's face .
    JACKIE
    Bi - coastal parenting. Happens every day. Luke gets the kids every other summer, every other holiday, it's not ideal, but people make it work, and.
    RACHEL
    ( blurts . )
    We ca n't live like that.
    And Jackie straightens . Cocks her head .
    JACKIE
    Did I hear the word.
    RACHEL
    Luke. Ca n't live like that.
    Ah .
    JACKIE
    Then let him talks to me. We do n't need you to solve our prob.
    RACHEL
    ( quietly . )
    . it's my problem, too.
    And Rachel 's eyes . Fill with tears . She hates that . Jackie wo n't take her off the hook . Stands waiting , until .
    RACHEL
    I got used to. thinking of them. As. my kids too.
    JACKIE
    Really. By what right? Six months of part - time screw - ups?
    Rachel lifts her chin . Defiant and tender at once .
    RACHEL
    No right at all. I just love them.
    Now it 's Jackie 's eyes . That begin to fill . And she hates that even more .
    RACHEL
    ( pleading . )
    There's so many publishing houses in New York. Surely, you could find a good one?
    Jackie takes a step back . Shakes her head . Goddammit , life is full of surprises . She walks around in a little circle . Turns back .
    JACKIE
    Sure, I could. If I was looking for one.
    Rachel 's turn to be surprised . Confused .
    JACKIE
    You're a moron, kid. You guessed the wrong secret.
    An odd , almost defiant look . Jackie reaches up to her own head , and . slowly , holding eye contact all the way , she slips the wig from her head . Her scalp covered by the partial regrowth that chemo - therapy has left her . You can hear Rachel 's GASP clear to Kansas .
    JACKIE
    ( calmly . )
    Charlie Drummond used to be a colleague at Random House. I'm crashing at her place, while I take some new protein injections my oncologist recommended. I can only get them in San Francisco.
    Rachel 's lips part . But no sound comes .
    JACKIE
    Life's a trade - off. You get cancer, your hair falls out, but you do get to smoke dope.
    RACHEL
    ( please . )
    You're not dying.
    The kid so painfully sincere .
    JACKIE
    No such luck. I'm beating the shit out of this. Pardon my French.
    Rachel ca n't find her breath . She is clearly the worse off of the two , in this moment . Then she starts to nod .
    RACHEL
    You bet you are.
    JACKIE
    How the hell would you know?
    RACHEL
    I do n't, but.
    JACKIE
    How would you know anything?
    That was sharp . Rachel startles slightly .
    JACKIE
    I exercise, I eat the healthiest foods, you live on pork rinds and Ho - Ho's, and I've got cancer!
    That leaves a silence .
    RACHEL
    And cigarettes. I smoke, too.
    JACKIE
    You are marrying the greatest guy who walks this earth. Who I have loved from my heart for twelveyears!
    Listening ?
    JACKIE
    And you walk in. You smile that smile. You move that boy. And he's yours for free.
    She sags back against the counter .
    JACKIE
    And you. Love my kids. How fucking touching.
    Comes forward . Stalks her .
    JACKIE
    They came out of my body!
    RACHEL
    See, I know that.
    JACKIE
    I have given them morelove and more care every fifteen minutes of their lives, than you could manage in the next fifty years!
    Leans over the table . Rachel looks scared to death .
    RACHEL
    Okay, I'm undeserving.
    JACKIE
    Ironic, huh?
    And staring in Rachel 's eyes , Jackie 's fierceness fades .
    JACKIE
    Ironic, that I'm gon na need you.
    All the air comes out . Her heart as naked as her skull .
    JACKIE
    To be a little less. Undeserving.
    The look holds . And holds .
    JACKIE
    ( quietly . )
    Drink your tea while I go vomit.
    And turns , goes to the door . Turns back .
    JACKIE
    You love my kids, that's a start.
    ( nods . )
    We'll work on it.
    And gone . Hear her footsteps . Climbing stairs . Rachel lifts her cup . Looks at it .
    RACHEL
    ( calling out . )
    This is very good tea!
    Then tastes it . Makes a face .

EXT. BAR - EVENING
    A graceful stone building with arched windows . Gas lanterns on the exterior wall and burning dimly inside . Stone gargoyles smile down on those who enter the heavy , bright red wooden door .

INT. BAR - EVENING
    Drinks hour . Upscale crowd . Dim lights , clink of glasses , the hum of private conversations side - by - side . Civilized as hell . And at the deuce by the window . the man 's head is down . We ca n't see Luke 's expression , as he stares at his clenched hands . We do n't need to .
    JACKIE
    I thought a phone call was inappropriate.
    No one smiles at the irony . Not much to smile about .
    JACKIE
    I could have taken you to that restaurant, but it would have been a waste of money.
    He loos up . She studies the pain .
    JACKIE
    ( softly . )
    I know. I would n't know what to say. If it were you.
    LUKE
    We're going to win this.
    JACKIE
    ( straight back . )
    Walk in the park. And thanks for the ` we'.
    Tears fill his eyes . None in hers .
    LUKE
    You're not alone in this. You're not alone. Jesus, you're not alone, okay?
    Jackie swallows . Tries a smile that does n't get halfway there . Looks down .
    LUKE
    What happens next?
    JACKIE
    I live or I die.
    Looks straight in his eyes . We do n't need the bullshit . Not us .
    LUKE
    Tell the kids together?
    She thinks . A barely perceptible nod .
    LUKE
    Want Rache someplace else?
    On that one . She has to smile .
    JACKIE
    My compliments. On your learning curve.

INT. JACKIE'S KITCHEN - NIGHT
    Jackie carrying two steaming MUGS from her stove . These have marshmallows floating in them . She sets them down in front of her children . Ben starts plucking the marshmallows out of Annabelle 's mug . Annabelle does n't care , too busy video taping . her father . Who sits with this tender , compassionate , and therefore rather ominous smile . Does n't take a smart kid like his daughter to guess .
    ANNABELLE
    So what's up? Who's marrying who this time?
    BEN
    Mommy's marrying Rache!
    He 's happy . Jackie reaches and shuts OFF Annabelle 's camera . And the directness in her gaze keeps the child from complaining .
    JACKIE
    ( simply . )
    Mommy's sick, guys.
    BEN
    You have the WORST flu since.
    JACKIE
    I have cancer. Do you know what that is?
    He does n't . Someone else does .
    ANNABELLE
    ( real quiet . )
    It's what Grammy Lil died from.
    Ben 's eyes WHIP OVER to his sister . He sees the cold fear in her face . BACK to Mom . She seems fine , calm , smiling even .
    JACKIE
    Grammy had a different kind. There are lots of kinds. Hers was very bad.
    BEN
    Is your bad?
    ANNABELLE
    Shut up. She's going to die.
    But the anger in her eyes is n't for Ben . She is glaring . At her mom .
    JACKIE
    Actually, I'm getting better already.
    Straight . As if to an equal , an adult .
    JACKIE
    I had a lot of treatments, and they were n't any fun, but the tests show the cancer got smaller.
    LUKE
    A lot smaller.
    Annabelle cuts him an angry look . He 's on her shit list , too .
    BEN
    So you're okay.
    JACKIE
    I'm still sick, but I'm better.
    ANNABELLE
    You lied to us when you nevertold us!
    Ben had n't thought of that . Nods now , yeh .
    JACKIE
    That's right. And you're mad.
    Annabelle just glares with all the hatred she can turn her fear into .
    JACKIE
    I know how scared I get when you're sick. So I waited to tell you. Until it was getting smaller. I thought that was best, maybe I was wr.
    ANNABELLE
    You lied. If you lied then, maybe you're lying now. I can never belive you again!
    LUKE
    Annabelle, never say ` nev.'
    But Jackie 's raised her hand . Jump back , Jack . The eye contact with her daughter never breaks .
    JACKIE
    We make mistakes. And we forgive each other. Because we love each other, very m.
    ANNABELLE
    Where's Rache? It's Thursday, we get to be with Rache!
    BEN
    ( the diplomat . )
    I'd rather be with Mommy.
    ANNABELLE
    She's dying and Rache is your mother now!
    She jumps up from the table . HISSES at her brother .
    ANNABELLE
    You are so STUPID!
    And she RUNS , halfway to the door .
    LUKE
    ANNABELLE!
    She turns , STARTLED at the anger in that .
    LUKE
    You do NOT run out on your moth.
    ANNABELLE
    YOU'RE WORSE THAN SHE IS! WHY DO N'T YOU JUST DIE, TOO?
    And BOLTS from the room . In the silence she 's left behind .
    BEN
    Annabelle's worse than everybody.

INT. LUKE AND RACHEL'S BEDROOM - NIGHT
    Rachel and Luke cuddled in bed , watching a video in the darkness . At least , she is . Just now , he 's watching her .
    LUKE
    Well, I think you should tell him you changed your mi.
    RACHEL
    ( softly . )
    It's no biggie.
    She 's still watching . It 's a French - language comedy . She can feel his eyes on her . Never turns .
    RACHEL
    It's just an assignment.
    LUKE
    It's Anna Sui, you should be doing it.
    RACHEL
    Are you hungry? You could make us something?
    She 's still never looked at him . He can see she 's getting irritat - ed . He says nothing .
    RACHEL
    It's two solid months, around the clock, Jackie needs some cover - age, you're in a trial, what are we talking about? There'll be other assignments.
    He kisses her hair and flinches slightly . Tries to pretend it 's because she 's concentrating on the movie .
    LUKE
    They're my kids.
    RACHEL
    Great, wallow in guilt, you sure you're not Jewish?
    A long beat . He snuggles closer . They watch together .
    LUKE
    She's not gon na die.
    RACHEL
    I know that.

INT. JACKIE'S BEDROOM - NIGHT
    Jackie and Ben cuddled in bed , watching a video in the darkened room . It is not a French Comedy . They are , however , eating popcorn . The door opens . Annabelle stands motionless , composed . Her face looks like she 's been crying . She clears her throat .
    ANNABELLE
    I'm sorry you're sick.
    From across the room . Jackie stares at her .
    JACKIE
    I ca n't hear you.
    ANNABELLE
    THEN TURN OFF THE CARTOON!
    Jackie cups her hand to her ear . Shakes her head , ca n't hear a thing . Waves , come on over . And slowly . Annabelle does . Crawls up into the bed , on the opposite side from Ben . Into her mother 's arms . Jackie kisses her head , strong . Big smile .
    ANNABELLE
    I said.
    JACKIE
    I'm not deaf, y' know.
    They grin at each other . Like equals . Jackie picks up the remote , cuts OFF the sound . And when Ben turns to her .
    JACKIE
    ( singing . )
    In the still. still of the ni - ight. I held you. held you so ti - ight.
    BEN
    That's Rache's song!
    JACKIE
    Sugar. I was slow dancing to that song before Rachel was even born.
    Wow ? Really ? You bet . Annabelle chuckles .
    JACKIE
    You think she's the Queen of Cool?
    Jackie shakes her head . Pulls down the covers , pulls up her t - shirt .
    JACKIE
    Does she have a tattoo?
    The butterfly . Just below her navel . Ben has seen this before , of course . Touches it , with his small hand .
    ANNABELLE
    He would n't know. I saw her in the shower!
    JACKIE
    And?
    Ben looks to his sister . For the verdict . Annabelle shakes her head . Nope .
    ANNABELLE
    She is only the Princess of Cool. Mommy is the Queen!
    JACKIE
    She is but an arriviste.
    A new word , apparently .
    JACKIE
    A newcomer. She's still got a thing or two to learn.
    Annabelle nods . You betcha .
    JACKIE
    ( resumes singing . )
    I held you. held you so ti - ight.
    ( to Annabelle . )
    You sing lead, you've got the voice.
    She bumps head gently with Ben .
    JACKIE
    The stud and I will doo - wop.
    And as they doo - wop the back - up .
    ANNABELLE
    ( sings . )
    For I love. lo - ove you soooo. promise I'll never. Let you go.
    ANNABELLE/JACKIE
    ( sing . )
    In the still of the ni - ight.

EXT. ELEMENTARY SCHOOL - NIGHT
    Parents streaming slowly in for a PTA night . They are chatty , tired , preoccupied . And 95 % female .

INT. ELEMENTARY SCHOOL COMMON ROOM - NIGHT
    Folding chairs set in rows . Parents taking their seats with coffee and cookies . Up front , a table where a panel of speakers are beginning to gather . A faded banner says PTA - TENAFLY DAY SCHOOL . Jackie is nibbling at a single cookie , when . a figure slips into the seat beside her . Rachel is juggling a coffee and maybe nine cookies . Drops one . Picks it up . Dusts it off . Jackie is repelled , but has to smile .
    JACKIE
    Small world.
    RACHEL
    Luke's depo ran late. I promised I'd take notes.
    To prove it , she balances the cookies on her thighs , and produces a notebook . Looks around , and in a conspiratorial near - whisper .
    RACHEL
    So I have to tell you something in confidence.
    JACKIE
    You're a cross - dresser.
    RACHEL
    That. And. Annabelle is over her head. With Brad ` The Dreamboat' Kovitsky.
    Does a Groucho eyebrow move .
    JACKIE
    She has n't mentioned this.
    RACHEL
    She was afraid you'd make a big deal out of it.
    Jackie is hurt . Covers .
    JACKIE
    Moi?
    RACHEL
    Toi. They've been ` going out' for two weeks.
    Rachel breathless and happy . Jackie attentive .
    RACHEL
    As you may know, ` going out' in the six grade does n't mean shit. They do n't actually go to a movie or anywhere, they do n't even eat lunch together, it's just a declaration to the world that they're.
    JACKIE
    going out, yeh. I had kids of my own, once.
    RACHEL
    Anyway. He walks up to her on lunch yard today. And tells her. publicly. that they're ` breaking up.'
    Jackie 's mouth drops .
    JACKIE
    Oh, my God.
    RACHEL
    Right. Which is the whole point of this ` going out' thing, so one of them can dump the other one, and they can imitate the whole passionate adult soap opera tragedy, without ever having to actually date.
    JACKIE
    She's devastated.
    RACHEL
    Does n't begin to describe it. I mean, you've got cancer, this is serious.
    Rachel GRIPS Jackie 's arm .
    RACHEL
    She spent an hour in the girls' bath - room, crying with eight of her closest friends, who are sending the message to every boy in the grade that Brad Kovitsky is yesterday's toast.
    Devours an entire cookie in one gulp .
    RACHEL
    So here's the point. I pick her up from soccer, she tells me the whole mess, and asks me what to do.
    How about that ?
    JACKIE
    And you said?
    RACHEL
    Beats me. Ask your mom.
    Oh .
    RACHEL
    So she's gon na. Tomorrow.
    Leans closer . Whispers .
    RACHEL
    Do n't fuck this up.

INT. JACKIE'S KITCHEN - DAY
    Jackie and Annabelle are sitting at the kitchen counter with maybe twenty hardboiled eggs . They are cracking the shells gently , and carefully peeling them .
    JACKIE
    Well, did you really think you'd meet someone at eleven that you'd spend the rest of your life with?
    Annabelle keeps her eyes on her eggs . A craftswoman .
    ANNABELLE
    No, but I thought till Thursday.
    Oh .
    JACKIE
    What's Thursd.
    ANNABELLE
    A debate. Man's inhumanity to woman. He's pro women. I'm con. Ms. Flannery is twisted.
    JACKIE
    I could help with the debate.
    ANNABELLE
    ( glum . )
    Great.
    JACKIE
    ( thinking it over . )
    Actually. I could only help him.
    ANNABELLE
    Every time I'm on the lunch yard, and he's with twelve of his retarded dorkface little adoring out - crowd henchmen.
    JACKIE
    You do n't like his friends.
    ANNABELLE
    they all yell ` There goes the Virgin Queen' or the ` Ice Princess', or some really clever cut like that. Like it hurts my feelings.
    They keep peeling eggs .
    JACKIE
    You would n't kiss him, huh?
    ANNABELLE
    Not with my mouth open.
    JACKIE
    ( softly . )
    Good girl.
    Annabelle 's eyes well up . She covers by concentrating all the harder .
    JACKIE
    And what do you do wh.
    ANNABELLE
    I call him a fartface or a pervert, or something equally lame.
    JACKIE
    You have to ignore him.
    And on this . Annabelle looks up .
    JACKIE
    He's not even there. You do n't see him, you do n't hear him, you're just too much of a woman to bother with little boys.
    ANNABELLE
    This is a joke, right?
    Jackie shakes her head . Nope .
    JACKIE
    All he wants is the attention. When he ca n't get to you, he'll try harder for a little while. Then, he'll give up. It'll be no fun.
    The kid blinks .
    ANNABELLE
    You think Rache would do that?
    Takes Mom back a bit . Enough for her daughter to notice .
    ANNABELLE
    It's just she's younger. Maybe she remembers how to do this.
    Jackie shrugs . Maybe . Annabelle studies her .
    ANNABELLE
    This'll work, huh?
    JACKIE
    Oh, yeh.
    Annabelle takes heart from her mom 's confidence . Nods , with her trademark determination .
    JACKIE
    How many devilled eggs can you eat?
    ANNABELLE
    Maybe twenty.
    Jackie surveys the table .
    JACKIE
    We can always go to the store, if w.
    A sudden BANGING on the screen door . They turn to see . a breathless six - year - old TUCKER through the screen . The birthday boy at the recent party .
    TUCKER
    Mrs. Harrison?
    JACKIE
    Tucker, is something wr.
    TUCKER
    How tall is your tree? The really, really, really, REALLY big.
    JACKIE
    ( shrugs . )
    Why?
    Uh .
    TUCKER
    How bad would it hurt? If you fell off the top?

EXT. YARD - DAY
    AERIAL VIEW of Jackie , Annabelle , Tucker and assorted neighborhood looky - loo kids from SEVENTY FEET in the air . Everyone looks like TINY DOTS running around the lawn . We realize that we are almost at the TOP of a giant EVERGREEN TREE . We see a patch of red . And now a blue stripe . The wind reveals more - It 's BEN CLIMBING to the very top of the tree . The calling of his name becoming more and more faint in the distance - His leg MISSES a branch - causing a cluster of PINE CONES to FALL in front of Jackie - she looks up screaming -
    JACKIE
    BEEEENNNNNN!
    Jackie 's POV - Ben crouched at the top of the evergreen - as the wind sways the tree perilously back and forth .
    JACKIE
    Do n't move!
    SMASH CUT TO LATER , as . An enormous CRANE moves through the sky . Jackie holds tightly onto JESSICA , a diminutive five - foot - tall Firewoman , as they soar skyward towards Ben . A slightly condescending tone to .
    JESSICA
    That's quite a grip you have there Ma'am. Do we have an issue with heights?
    Patronized the wrong gal . In a crisis .
    JACKIE
    ( looking her up and down . )
    I do n't care if you're a dwarf, so long as you do your job. BEN! I'M COMING! STAY THERE! MOMMY'S COMING!
    JESSICA
    Ma'am, my arm's going numb, maybe you could loosen your grip just a little.
    JACKIE
    That's absolutely out of the question. BEN! I'M HERE!
    The crane STOPS . Ben has climbed to the top branches of the trees ; they SWAY from side to side like a METRONOME .
    JESSICA
    Hello Ben. Your mother says you're real good at disappearing -
    Ben tries to climb a little higher - Branches SNAP .
    JACKIE
    Ben! Mommy's so glad to see you - Now stop climbing!
    ( He keeps climbing . )
    Ben listen to me.
    BEN
    No! I have to get there.
    JACKIE
    Where Ben?
    BEN
    Before you.
    JACKIE
    Ben where do you have to get to?
    BEN
    Heaven. I have to tell him he's made a mistake. He should take Grammy Martha first. Or Grandpa Norman.
    Jackie 's heart breaks , unable to speak .
    JACKIE
    Ben. God does n't like visitors.
    BEN
    How do you know?
    JACKIE
    Ask her, she's a heroic Fireperson. She does this twenty times a day.
    BEN
    Oh.
    Jessica begins to crawl out to him on the limb .
    JESSICA
    Oh yeh. It's in our official manual.
    JACKIE
    That's right, Ben. That's why Firemen have giant ladders and climb up and down poles. They're like. messengers. carrier pigeons. between heaven and earth.
    BEN
    That's good cause we need to hurry. My mom does n't have very much time left.
    JESSICA
    Then you know what we should do? We should go to the Fire Station together and ring the firebell to get God's attention.
    BEN
    Cause it's an emergency.
    Ben opens his arms , teeters , and Jessica HAS him . She reaches him out , and . HANDS him to Jackie , alone in the cherry - picker . Jackie GRASPS Ben , pulling him FIERCELY to her arms in a death grip . From down below , the kids CHEER . The worst is over . HOLD on Jackie , clutching her baby for dear life . Knowing it is n't .

INT. BEN'S BEDROOM - NIGHT
    Jackie stands in the doorway watching her son - her baby boy - sleeping . She looks drawn , but even if her body would let her sleep she could n't .
    JACKIE
    ( a whisper . )
    God. I will do anything. I will go through any amount of pain you give me. If you'll just let me see them grow up.
    A slow ragged breath .
    JACKIE
    Is that asking so damn much?
    She leaves the room soundlessly . Ben stirs . ANNABELLE 'S BEDROOM - LATER THAT NIGHT Annabelle sleeps soundly in the glow of a night light . Jackie appears , leaning down to rouse her gently .
    JACKIE
    Annabelle. wake up honey.
    ANNABELLE
    ( sleepy . )
    Mom? What's wrong?
    JACKIE
    Nothing sweetheart.
    Jackie sits on the edge of the bed , stroking Annabelle 's head .
    JACKIE
    I got Ginny Weintraub to come stay with Ben.
    Annabelle 's puzzled look . Why would you do that ?
    JACKIE
    How'd you like to go someplace special with me? Right now.

EXT. NORTH VALE STABLES - NIGHT
    The light of the full moon illuminates the night and we see Jackie and Annabelle sitting on a horse . Annabelle in front , Jackie with a strong hold on her . Both have their nightgowns tucked into their jeans , coats over them .
    JACKIE
    Hold tight, sweetheart.
    She KICKS the horse forward and they HEAD OFF toward the rolling hills in the distance . Jackie and Annabelle ride faster and faster along the trail . Jackie has one arm firmly around Annabelle 's waist and controls the horse with the other . Jackie closes her eyes for a moment , allowing the wind to wash over her . The smells and sounds of the night seem to free her , give her strength . Annabelle relaxes against her mother and giggles with delight . Jackie soon joins her , and the sounds of their laughter break the silence of the night . They come to a stop at the crest of a small hill and we now see the tears on Jackie 's face . Annabelle ca n't see , and stares out at the moonlit valley before them .
    JACKIE
    I'm never, never going to forget this.
    Annabelle snuggles back . Happy .
    ANNABELLE
    Never say never.
    Jackie kisses the top of her baby 's head .
    JACKIE
    You're old enough to learn the loophole. You can say ` never, never'. If you mean it enough. To say it twice.
    Annabelle yawns . So content in her mother 's arms .
    ANNABELLE
    I'll remember. Always, always.
    So Jackie grips a little tighter . Breathes a single word , just loud enough to hear .
    JACKIE
    Promise.

EXT. JACKIE'S HOUSE - DUSK
    Rachel and Luke heading up the path to Jackie 's door . It is early winter . Stark trees , a light snow on the ground . Rachel pulls her coat tighter around her .

INT. JACKIE'S FRONT DOOR - DUSK
    Ben rumbling down the hall to the door . Stands in front of it , as the bell RINGS again .
    BEN
    IS THAT YOU?
    RACHEL
    ( O.S . )
    IT'S YOUR GIRLFRIEND, BIG GUY, OPEN UP.
    So he does . Gives her a sweet hug .
    LUKE
    ( O.S . )
    Hey. Remember me?
    He enters behind her . SCOOPS his body in the air .
    LUKE
    ( John Wayne . )
    Listen up. That's a pretty big love you're givin' my best girl, pard.
    BEN
    ( Clint . )
    Listen sideways. I love her and you love her. Now what are we gon na do about it?
    They follow Rachel down the hall .
    LUKE
    ( Mister Rogers . )
    We'll share. Like good neighbors.
    They enter the living room . Annabelle sits sullenly in front of the TV . Her overnight duffle and book bag and coat piled beside her .
    RACHEL
    Hey, gorgeous, where's Big Mama?
    No answer . Annabelle worried about something .
    RACHEL
    She still packing for her trip?
    ANNABELLE
    I killed my math quiz, A - minus.
    They slap FIVE . Go through the ritual of a three - step black guy handshake .
    RACHEL
    And. other things? At school?
    Annabelle cuts a look in Luke and Ben 's direction . Please not in front of the menfolk .
    RACHEL
    We'll talk. I'll go check on Mom.
    Annabelle frowns at Mom 's name . Rachel strokes her . Heads down the hall . Knocks at the open door to Jackie 's bedroom , where Jackie is calmly , meticulously , laying out things beside her large open suitcase . She waves Rachel in , and keeps working .
    RACHEL
    ( checking out the stuff . )
    It's gon na be cool, huh?
    Bulky sweaters . Wool things .
    JACKIE
    I can never figure weather. Last trip, I made all the wrong choices.
    Rachel and we have a better angle now . Jackie looks awful . Drawn , weak , masking pain with obvious courage .
    RACHEL
    Bad day?
    Rachel sits on the edge of the bed . Jackie turns away , goes to her open chest of drawers .
    JACKIE
    Ca n't complain.
    Even her voice is carefully under control . Awkward , Rachel looks around the room . A stack of photo albums , scrapbooks , open . Works in progress .
    RACHEL
    Can I look at the pictures?
    JACKIE
    It's a mess, right now. That's my project when I get back.
    So quiet , we can hear a clock TICKING nearby . Rachel 's gaze returns to the bulky sweaters . Holds there .
    JACKIE
    See, I'm not going to Houston, after all.
    Like you obviously figured out .
    JACKIE
    There's this clinic in Montreal. We've studied their process, we like their success rate.
    Two women nodding , in a calm , matter - of - fact way . As if discussing recipes .
    JACKIE
    They combine some compounds that have been getting results in France, with vitamin injections. Seems to activate the chemo.
    Silence .
    RACHEL
    So. Hopeful.
    JACKIE
    It's promising, this one. We're upbeat.
    Rachel swallows . She 's out of words .
    JACKIE
    I really look like shit.
    RACHEL
    You look sick. But you look. together. Mentally tough.
    JACKIE
    Yeh, that's bull. I'm going for serene, they say some actually get there.
    A shrug . The first bitterness to seep through .
    JACKIE
    Prob ` ly low percentage on mothers.
    She sits , unceremoniously , right on the floor . Pantomimes a smoke . Rachel goes into her bag .
    JACKIE
    You try to center on the big issues, y' know. What it's all about. What this whole trip has meant. But then, the really big issues keep swamping y.
    RACHEL
    Brad Kovitsky.
    Tosses Jackie a pack . Matches next .
    JACKIE
    You do n't have any pot, I s ` pose?
    Rachel 's eyebrows head north .
    JACKIE
    The primo stuff is great for pain.
    RACHEL
    I think my ` primo shit' got left in my ` bellbottoms.'
    Jackie lighting up . Deep soulful drag .
    JACKIE
    So. She ignores this little Kovitsky punk, takes the high moral ground.
    Reading Rachel 's face . Who is already wincing .
    JACKIE
    ( yeh . )
    He's relentless. A major asshole.
    RACHEL
    ( nodding . )
    And you said.
    JACKIE
    What else? Keep on keepin' on.
    Oh . Rachel tries to hide her disappointment .
    JACKIE
    She has to stick with it. Have the patience, the guts, to ignore the pain. You disagree?
    Half a beat . Rachel shakes her head , nope .
    RACHEL
    ( softly . )
    Hey. You oughta know.

INT. LUKE AND RACHEL'S DEN - NIGHT
    Luke sits with Ben , building a gigantic magic castle from a million Leggos . I 's architecturally interesting . Through the window behind them , a cold winter rain .
    RACHEL
    ( O.S . )
    God, sorry I'm so late.
    She is entering , peeling off her jacket . Tired as hell .
    RACHEL
    Duncan is doing his Himmler imitation on this gig. I got yelled at for quitting at eight.
    Under Luke 's patient exterior , the stress is showing . As Ben watches , he replaces a key piece of the turret .
    LUKE
    Yeh, well, I'll be up all night on this brief. And then.
    He shoots her a really sorry look .
    LUKE
    I've got a morning plane to Boston for the depo. Back Sunday night.
    Wow . They lock eyes in the bond of ` what are we gon na do ? '
    RACHEL
    No problem.
    LUKE
    I made that paella you liked. It's on the stove.
    She kisses Ben 's head , Luke 's mouth , that one lingering a little . Then , down the hall to . the kitchen . Annabelle sits with her homework stacked , untouched . Staring out the dark window . Clearly , this is worse than death .
    RACHEL
    Lem me guess. A bad hair day.
    Annabelle TURNS like a hunted animal .
    ANNABELLE
    She told me to keep ignoring him! So I did it!
    Not a good result , huh ?
    ANNABELLE
    You know what that creep and his frogfaced footmen are calling me now? In front of the whole world? Frosty, the Snow Bitch!
    RACHEL
    That's so weak.
    ANNABELLE
    Here's weak. Mom said she was gon na talk to the teacher and Brad's parents! Can you believe the humiliation?
    RACHEL
    Honey, she wo n't d.
    RACHEL
    I told her if she pulled that, I'd kill myself, and she could go to my funeral for a change!
    For a change . That 's where this is coming from . Rachel reaches her arms around her .
    RACHEL
    ( murmurs . )
    Hey. Hey. I've personally never gone to a funeral. And I'm not starting anytime soon.
    The phone begins to RING .
    RACHEL
    ( a whisper . )
    Specially not in this family.
    Keep RINGING . Rachel checks her watch . Shit .
    RACHEL
    Nine o'clock. That could be your mom from Montreal. Now you need t.
    But Annabelle BREAKS LOOSE from Rachel 's arms and BOLTS out of the room . Rachel watching in despair . Lifts the phone on the sixth ring .
    JACKIE
    ( bright and soft . )
    Hi. How's the vitamins up there? Having big fun?
    INTERCUT throughout : Jackie in a hospital gown . At the window of her room , rain pouring down on Montreal .
    JACKIE
    Eat your heart out. Is Annabelle there?
    RACHEL
    Yeh, she's. I'll get you Ben first, it's past his bedti.
    JACKIE
    How's she doing with Brad?
    A beat .
    RACHEL
    Can I say one thing? I mean, the last thing I want to do is inter - fere on the Brad thing, b.
    JACKIE
    Thanks, but it's under control.
    A shorter beat .
    RACHEL
    Yah? Well, even the best mom in the world, the smartest, the wisest, whatever. Needs to know when to find a Plan B. Cos Plan A is not and will n.
    JACKIE
    ( tired , short . )
    It's covered, okay? I appreciate your concern. Can I talk to her?
    And real quiet .
    RACHEL
    I'll get Ben.

INT. ANNABELLE'S ROOM - MOMENTS LATER
    Annabelle lies on her bed in darkness . Clutching her pillow . Lights streams in as Rachel enters . Sits on the bed , next to this furious child . Puts the cordless phone by the pillow .
    RACHEL
    Annabelle, I know you miss your mother. So why do n't you say hello.
    ANNABELLE
    Why do n't you say hello?
    RACHEL
    Annabelle pick up the phone.
    ANNABELLE
    Annabelle pick up the phone.
    RACHEL
    That does n't bother me.
    ANNABELLE
    That does n't bother me.
    RACHEL
    You think this is funny?
    ANNABELLE
    You think this is funny?
    RACHEL
    No. I think it's ugly.
    ANNABELLE
    You're just a stepmother. So stop bossing, cos nobody's listening!
    RACHEL
    ( even , in control . )
    June 3rd, God willing, I'll marry your Dad. And then I will be your stepmom. And right now, I'm not looking forward to th.
    ANNABELLE
    Suits me fine!
    Rachel cooks her head to one side , like she 's seen Jackie do .
    RACHEL
    Stepmother. You think that means you can step on me? Over me? That you're one step ahead of me? Well, you're not.
    Strong voice . No smile at all .
    RACHEL
    You know when girls grow into women? When they have to. And this is your moment, kid. Ready or not.
    Picks up the phone .
    RACHEL
    ( low . )
    Your mama is in a hospital, far away. She needs you, right now. She needs you to be big. To put the kid aside, and help her get well. Now. Fucking. Do it!
    CLICKS the phone ON . Hands it to her .
    ANNABELLE
    ( tears on her face . )
    Hi, Mom. How are you feeling?
    As Rachel leaves , silently , we . INTERCUT throughout : Jackie at her clinic window . Cellular at her ear .
    JACKIE
    Darling, I've been thinking about our little Brad problem? And I think it's time we move to Plan B.
    ANNABELLE
    You can not believe what he said, it was the worst instant of my total life on Earth!
    JACKIE
    I know. I know how rough life can be. And how unfair. So here's what we do. Tomorrow, on the lunch yard, you walk straight up to that little jerk.
    ANNABELLE
    And bring my knees up, real hard, yeh?
    JACKIE
    No, that never solves anything. You talk like the big girl you are. About what you feel. And how he's hurt you. You know? You tell the truth.
    Nodding to herself . Knows this is right .
    JACKIE
    You use your words.

EXT. SUBWAY CAR - DAY
    An actual SUBWAY CAR filled with PAIRS of animals , cats , rabbits , dogs , two horses peeking out a window , peacocks . Noah 's Subway , so to speak . Duncan and his client watch as Cooper assists Rachel , who SHOOTS the menagerie from low ANGLES . At last , she lowers her camera . Check her watch . Shoots Cooper a knowing look . And HANDS HIM the camera . WAVES to her subjects .
    RACHEL
    I love you guys. You're animals!
    And starts WALKING OFF down the tunnel . Duncan looks at his watch , then JUMPS up , TEARS after Rachel , GRABBING her arm , SPINNING her around , he faces . someone ready for this .
    RACHEL
    It's 1:45, I told you there's no one to pick up Annab.
    DUNCAN
    But you're not done!
    She licks her lips . Stands her ground .
    RACHEL
    I've got it. It's in the can, Cooper can wrap th.
    DUNCAN
    We do n't KNOW if you've got it, we have n't SEEN it yet! Now go back and FINISH!
    Her glare says do NOT fuck with me . The mother lion look we 've seen on Jackie .
    RACHEL
    Which part of no do n't you understand?
    DUNCAN
    Look, I will send a P.A. to pick up the children. There are agencies that supply sitters, nannies.
    RACHEL
    They're losing one mother. They ca n't lose two.
    The bottom line . He looks as freaked as she is determined .
    DUNCAN
    You're making a career decision here, I would strongly sugg.
    RACHEL
    Duncan. I've got an even better idea.
    She leans forward . In his face . So she barely has to murmur .
    RACHEL
    I. Quit.
    A beat .
    DUNCAN
    You ca n't do that, I wo n't let you!
    RACHEL
    No, no, no, this is a job that's hard to keep, not a job that's hard to lose, ca n't be both.
    DUNCAN
    Rachel, do n't do this, you will never forgive yourself!
    She thinks that over . For half a second .
    RACHEL
    Actually. I just did.
    And without further fond farewell . She is gone .

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY
    The last cars are pulling away . Some kids are still playing sports . And sitting on the ledge by the flag pole . two children . The little boy is reading his Garfield book for the three hundredth time . His big sister is simply crying , openly , for a disinterested world to see . A car SCREECHES up . The driver BLASTS out the door , RUNS to us . Then crouches slowly . At Annabelle 's feet .
    RACHEL
    Oh, baby, I'm so sor.
    ANNABELLE
    IT'S NOT YOUR FAULT!
    Rachel is dying inside . Reaches to brush at Annabelle 's tears , but the child SMACKS her head away .
    RACHEL
    Ben, go sit in my car right now, and I will bribe you big time.
    Excited , he runs off .
    ANNABELLE
    I did what she said. I used my words, I told him what I felt, and they.
    RACHEL
    laughed, yeh. They laughed real hard.
    Annabelle nodding BIG , gulping back tears .
    RACHEL
    That's because men can be scum, your precious father excepted, may you live to find one like him, it is damn hard.
    And wraps her arms around the girl .
    RACHEL
    ( looking around . )
    Now is that little prick still here, because if he is, I'm gon na rip his fucking heart out!
    ANNABELLE
    No, his mother's always on time.
    Great .
    ANNABELLE
    And Mom says anger never, never solves anything. It makes every - thing worse.
    RACHEL
    That's because your mother is a fine person, finer than I will ever be. Now, just this once.
    Just this once .
    RACHEL
    If I tell you what to do. Can we cut a deal?
    Annabelle stops crying . This is what she has prayed for .
    RACHEL
    Tomorrow is Friday, your mom comes home. You tell her you did what she said. It did n't work yet. But you're gon na talk to Brad again on Monday.
    Leans close .
    RACHEL
    And youdo n't tell her. What you're going to say.
    ANNABELLE
    Not use my words, please!
    RACHEL
    ( smile . )
    No, baby. You're gon na use my words.
    The sun dawns . On a child 's face . Rachel brushes the tears away . They wo n't need them anymore .
    RACHEL
    Okay, let's start with looks. I know he's handsome, but the best - looking people are so vain, there's always something they're insecure about.
    Annabelle shakes her head . Nothing .
    RACHEL
    Does he have zitz? We can call him Pizza Face.
    Nope . None .
    RACHEL
    Help me here.
    ANNABELLE
    Uh. He thinks his nose is too big. But it's not.
    RACHEL
    Great. Big ears, too?
    ANNABELLE
    No. But they stand out, a little. Like this.
    Shows how .
    RACHEL
    Done. He's a dead man.
    Rachel stands up . Walks in circle , thinking . Comes back . Strikes a pose .
    RACHEL
    Monday lunch, you walk up with attitude, you hear me?
    Finger STABS out .
    RACHEL
    ( as Annabelle . )
    Hey, Ear Boy!
    ( does the ears . )
    Listen up, Rhino Face, because I'm saying this one time! So your pathetic, no - life, ass - kissing little groupies here, better take notes!
    Annabelle is swooning with joy .
    RACHEL
    ( as Annabelle . )
    I dumped you, limp dick, when I got a peek at your deformed unit, which is sadly microscopic!
    Annabelle laughing , applauding .
    RACHEL
    ( as Annabelle . )
    As for your pitiful knowledge of sex? I'm not wasting my time with some loser who does n't even know what snowballing is!
    Annabelle raises her hand .
    ANNABELLE
    Uh. What is it?
    RACHEL
    Oh. It's an incredibly disgusting, and not remotely sexy thing, that they described in a movie I'd never let you go to. But it's real. Does he have an older brother?
    ANNABELLE
    In high school.
    RACHEL
    He'll be impressed. The clincher is, you walk away, then whip around.
    Like this .
    RACHEL
    The guy I see is in the eighth grade at Prep School, and he laughs his ass off every time we talk about you.
    ANNABELLE
    But Rache.
    RACHEL
    A suitable boy, will be at this flagpole, on Monday, with a very expensive bike, and he will be a stone FOX if I have to call an escort service!
    The kid . Is breathless .
    RACHEL
    Now let's go stuff you full of junk food.
    Wraps an arm around her .
    RACHEL
    I've had the worst day. Till now.

INT. NEWARK AIRPORT - DAY
    Arriving PASSENGERS are filling through the gate . Last , is a female FLIGHT ATTENDANT , WHEELING a gray - faced Jackie in a collapsible wheelchair . The woman leans to her .
    FLIGHT ATTENDANT
    We'll get your bags, and the taxis are just.
    Jackie GRIPS the wheel , STOPPING them . Stares , frozen , as across the way . three faces stare back .
    RACHEL
    ( sheepish . )
    Surprise?
    And Jackie LEAPS out of the wheelchair , RUNS across the distance , runs to SCOOP her babies in her arms .
    JACKIE
    It's a miracle! I can walk!
    Annabelle laughs . Ben covers Jackie with kisses . Rachel watches . From the crowd .

INT. JACKIE'S HOME - DAY
    Rachel carrying the suitcase , Jackie has each kid by the hand , as they troop through the house to arrive at . Jackie 's bedroom . Where Jackie freezes . Her mouth OPEN . For Rachel has . HUNG striking black and white PHOTOS of the children all OVER the room . One is of Ben 's FEET , left shoe on right foot and vice - versa . Another glimpses Annabelle 's beautiful FACE hidden in her hair . Ben sitting in a cupboard . Annabelle a bold ear of corn . Ben sitting on the bottom limb of the huge evergreen . Annabelle kissing her horse 's muzzle . Jackie just stands . Trying not to cry .
    JACKIE
    Okay. These are good.
    BEN
    I helped.
    She know he did . Looks across the room at Rachel . No more words .
    BEN
    Let's go to the park!
    Jackie sighs . Smiles down at him .
    JACKIE
    I've got a lot of medicine in me, sweetie. And I'm a little wobbly for driving or running ar.
    BEN
    Rache can do that part.
    Jackie absorbs that . And all it portends .
    RACHEL
    ( softly . )
    Hon, maybe your mom would like t.
    JACKIE
    go to the park. In the worst way.
    Silence .
    ANNABELLE
    ( grins . )
    Well, with Rachel driving. That's how we'll go.

EXT. PARK - DAY
    LONG ANGLE . five swings in use . In four , the kids are pushed by moms or nannies . In the fifth , Ben is pushed by Annabelle . Guess who 's going the highest . PULL BACK to . two women on a bench . Under a starkly bare tree . Jackie is drinking in the air , the cold , the day . Rachel watching that .
    RACHEL
    Serene. You're getting the hang of it.
    Jackie does n't answer for a beat . Almost as if she has n't heard .
    JACKIE
    Serene means you accept.
    Shakes her head .
    JACKIE
    Part of me has n't quit yet. And the other part is still pretty outraged.
    ( calmly . )
    When it's not terrified.
    Watching the world of moms and kids . Who are not terrified .
    JACKIE
    I'm thinking. Do I know you well enough to really chew you out?
    RACHEL
    No.
    Jackie turns to her . Diamond laser glare .
    JACKIE
    Have you lost your mind?! You fought years for that job! And you quit?
    Oh . That .
    RACHEL
    It's just not the right time t.
    JACKIE
    Do what you've worked your whole life to do?
    RACHEL
    It was just a job, there'll be plenty of others.
    JACKIE
    You mean, after I'm dead?
    Do you ?
    RACHEL
    Hey, you have n't quit on you, I'm sure as hell not gon na. I just mean, I'm juggling a lot right n.
    JACKIE
    Juggle it! Move the darkroom into your house. You've got that room downstairs with the treadmill Luke never uses anyway. Do n't lose your confidence. Do n't lose your edge.
    RACHEL
    It's the same choice you made.
    JACKIE
    Yes. I made the choice that was right for me. And I do n't regret it. But even for me, there were days when I felt so lost, so invis - ible. And then I'd hate myself for the kids not being enough.
    Reading Rachel 's face .
    JACKIE
    ( softer . )
    I know you, huh? The car pools, he measles, the PTA. It's not gon na be enough for you in the long run. You have to think long term.
    RACHEL
    I just want to spend time with them when I'm not rushing or on the phone or tired or.
    JACKIE
    That's motherhood. That's the job, with or without a career. I'm telling you the biggest gift you can give them is your happiness. They need you to be happy.
    Can you hear me ?
    JACKIE
    Cause if you're not, the easiest person to blame is the guy sleeping next to you. And you'll push him away, and then hate him even more when he goes, until finally you have no choice but to leave. And that ca n't happen.
    Rachel 's turn to wonder . She starts to say something , thinks better of it . Asks instead .
    RACHEL
    That's the bottom line, is n't it? I ca n't make a mistake. Because it'll screw your kids.
    Glances over .
    RACHEL
    My advice to you? Do n't die.
    JACKIE
    Feeling the pressure?
    Rachel 's eyes move across Jackie 's face . Then , out to Ben , on the distant swings .
    RACHEL
    Last time I pushed him? He said, ` Higher, Rache. It makes my penis sting.'
    Thin smile . Now it 's Jackie watching Rachel 's profile .
    RACHEL
    I'm gon na buy him that white dove for Christmas. If I do n't, you'll get him a fucking eagle!
    Jackie keeps watching her . And in a quiet voice .
    JACKIE
    Ben was born in two hours, went right to my breast and camped there for three days. Always with this. mischievous look.
    Watches Rachel nodding , absorbing .
    JACKIE
    Somehow, his blanket always looked like a cape, even the nurse said that. He loves to hear that story, over and over. How he was born a magician.
    RACHEL
    ( softly , never turning . )
    And her?
    JACKIE
    Took 28 hours. She just was n't sure about entering this world.
    Watches the feeling well in Rachel 's eyes .
    JACKIE
    The doctor wanted to go in and get her, but I knew she'd come in her own time.
    Rachel nods . It fits .
    JACKIE
    That's who she is. Do n't let anybody rush her.
    Silence . A murmur .
    RACHEL
    I'll keep that in mind.
    Rachel settles back . Her eyes now locked away somewhere private .
    JACKIE
    ( quietly . )
    What?
    Rache smiles . That Jackie sensed something .
    RACHEL
    It's not about the kids.
    Looks over . Decides whether to ask .
    RACHEL
    That thing you said before. Pushing the guy sleeping next to you away. Because of what you gave up for motherhood.
    JACKIE
    Is that what he told you?
    RACHEL
    He wo n't discuss it. Just calls it history.
    A trace of edge to Jackie 's smile . But no real anger .
    JACKIE
    Well, he got that part right.
    Looking . Looking .
    RACHEL
    So what's the part he got wrong?
    An urgency in that .
    RACHEL
    I got all day.

EXT. COURTHOUSE STEPS - TWILIGHT
    Luke and his bulky briefcase , coming down the stone steps two at a time , until . he sees her . In her winter coat . Smoking as if it could keep her warm . And despite her tension , he grins , heads over .
    LUKE
    What a great surpri.
    RACHEL
    Hold your applause. We're not having fun, here.
    And from her face . She means every word .
    LUKE
    ( concerned . )
    Is Jack okay?
    Great . Just what she wants to hear .
    RACHEL
    Oh yeh, she was cracking me up. Dishing details of her sordid little divorce.
    Ah . A beat . To assess the damage .
    LUKE
    And you freaked. A little.
    Hey .
    RACHEL
    Just like to make sure. That your past. And my future. Are real different.
    LUKE
    ( quietly . )
    Well, they will be.
    RACHEL
    ( hard and low . )
    Imagine my relief. So what's for dinner?
    He sighs . Jesus .
    LUKE
    Why in the world would she t.
    RACHEL
    You took a fishing trip with the boys. Liked it so much, you took another.
    LUKE
    I needed some time away.
    RACHEL
    while she watched the kids. Then, you booked this flat in Paris for your family's summer. But she said.
    LUKE
    ( weary . ) '
    . the kids have camp. Their friends are here. Over there, I'll just be shopping in a language I do n't even know. My life, and the kids' lives, are n't here to service your mid - life crisis.' Did it go like that?
    It did . People are passing them . They do not notice .
    LUKE
    She called it a fight. The fight.
    RACHEL
    What do you call it? You told her you had doubts.
    He looks around . People are moving on . Toward their drinks , their dinners , their lives .
    LUKE
    Can we go sit somewhere?
    RACHEL
    Let me put it this way. Hell, no.
    And takes out her cigarettes . Her fingers fumble slightly . It is n't the cold .
    LUKE
    I told her I loved her.
    RACHEL
    By way of saying you were unhappy.
    LUKE
    Restless.
    RACHEL
    Excuse me. ` Things are so confusing for me, Jack. Our life feels too comfortable, too safe, too predict - able. It's a partnership, it's juggling schedules. When I think of playing that out, every day, for the rest of my life.'
    Dead at his eyes . And he nods . Once .
    LUKE
    ( softly . ) '
    . I do n't know if I can make it.' That's what I said. But I did n't leave.
    RACHEL
    No, she threw you out. What a difficult woman.
    Pulls out her box of matches .
    RACHEL
    So now I get to wait.
    A single match .
    RACHEL
    For the first sign. The first fishing trip.
    STRIKES it . Shields it from the wind .
    RACHEL
    What do you figure, Luke? When am I too old to be exciting? When your daughter brings home her college roommate?
    Lights her cigarette . As he watches .
    LUKE
    ( softly . )
    That's a pretty ugly thing you just said.
    RACHEL
    No, here's ugly.' I love you, babe. It's just our life together I'm not so sure about.'
    Big draw . Never wavering from his eyes .
    RACHEL
    ` But keep dancing, and if you're lucky, I might just never leave, who knows?'
    LUKE
    That's not us.
    RACHEL
    Because you've changed so much.
    He puts his hands on her , gently . But she flinches . So the hands come away .
    LUKE
    You want me to show you the future. Well, I ca n't darlin'.
    I ca n't . She searches the lovelight in his eyes . As if she could weigh it .
    LUKE
    We make our lives, one step at a time. We do the best we can. The truth about the future? A promise. Is only a hope.
    RACHEL
    How about the promises we make to our kids? About their future. Do we shrug those off, just that easily?
    That slows him down .
    RACHEL
    Maybe Annabelle deserves to find out who really broke up her family. While her mom is still around.
    Stops him . Cold .
    RACHEL
    ( quiet . )
    Hey. Just a thought.
    Flips her cigarette to the gutter . Shrugs .
    RACHEL
    You got one less for dinner.
    Takes a step back . Only one . But it registers .
    LUKE
    Where you goin'?
    RACHEL
    I'm gon na get me a drink.
    Nods , to herself .
    RACHEL
    And I'm gon na drink it alone.
    And she walks off . Slow .

EXT. CAR POOL LINE, ELEMENTARY SCHOOL - DAY
    Ben alone in the back seat . Reading his beloved Garfield book . Shift ANGLE to see . the women standing by the car . Rachel looks a little anxious .
    RACHEL
    You really did n't have to come, you know. I'd have brought them straight t.
    JACKIE
    ( staring at something . )
    Who in the world is he?
    See now , across the way . A gorgeous BOY , dressed cool , stands holding an expensive bike . And chatting happily with Annabelle . In the distance , other kids pretend they are n't watching .
    RACHEL
    Looks nice enough to m.
    JACKIE
    He looks familiar. Did he do a Calvin Klein ad?
    Across the way , the boy leans , kisses Annabelle sweetly on the cheek . Waves to her . Peddles off . In distance , kids are dying . Annabelle pretends not to know that . Just walks casually toward us , but as she approaches , she ca n't help breaking into a RUN , straight . into RACHEL 'S ARMS .
    ANNABELLE
    ( breathless . )
    It workeditworkeditworked! Omigod, you ca n't believe the look on his face!
    SQUEEZING Rachel tight enough to crush her bones . And although Rachel hugs back , although she kisses Annabelle 's hair . Her eyes are locked to Jackie 's . Houston . We have a problem .

EXT. JACKIE'S YARD - DAY
    Rachel alone by the weathered redwood swing and slide set . She is pacing in a circle , looking like a kid waiting to see the principal . Sucking her cigarette like smoke was oxygen . She picks a bottle of beer off the grass . Twists the top . Settles awkwardly on the seat of the taller swing . HEAR the screen door open . Bang shut . Rachel takes a sip . Before she looks up .
    JACKIE
    ( low , calm . )
    Now we're going to have a fight, you and I.
    RACHEL
    ( barely audible . )
    Are we.
    JACKIE
    And I'm going to win.
    RACHEL
    ( straight to her eyes . )
    Do n't be too sure.
    No anger in Jackie at this moment . The ferocity of that mother lion . The strongest face we 'll ever see .
    JACKIE
    Now, ` limp dick', I know. What. Is ` snowballing'?
    RACHEL
    It does n't matter, I did n't tell h.
    JACKIE
    Because there'll be, oh, 20 or 30 mothers phoning me in the next hour or so. And they'll b.
    RACHEL
    Give'em my number.
    Jackie on the prowl around this swing . Stalking her prey .
    JACKIE
    Actually. They'll want Annabelle's mother.
    RACHEL
    Is that what you're worried about? Looking bad at the PTA?
    JACKIE
    You are defending what you did?
    RACHEL
    Right down to the ground. Let's get to it.
    Not quite what Jackie expected .
    JACKIE
    You put filth in my child's mouth.
    RACHEL
    Aw.
    JACKIE
    You had her lie about that. that fancy - boy model!
    RACHEL
    Worked. Like a charm.
    Jackie can not even believe this .
    RACHEL
    She was beaten, and bloodied, and it was going to go on, uni.
    JACKIE
    So you became the hero. And I became the schmuck.
    Straightening her spine .
    JACKIE
    You taught my child that I am some limp dick loser. Who did n't care about her pain.
    RACHEL
    That's not wh.
    JACKIE
    You think I did n't have some dirty words for that little putz? You think I could n't figure out some low blows?
    RACHEL
    You were n't passing'em out.
    JACKIE
    Well, maybe your version of growing up is ` Just win, baby'.
    Stalking . Closer . Fierce .
    JACKIE
    Mine. Is a little different.
    Right there . At the swing . In her face .
    JACKIE
    See, in that crisis, I saw an opportunity. For some real growth.
    RACHEL
    Oh please.
    JACKIE
    Shut the fuck up. I did n't go behind your back.
    The one scored . Rachel sips her beer .
    JACKIE
    Doing the right thing. Knowing who you are, inside. Not caving to peer pressure, or lowering yourself to that level, steering your own course.
    RACHEL
    She was n't steering her own course, she was steering yours.
    JACKIE
    Well, that's what parenting is about, little girl. They are pleading to know how they are supposed to do it. And you sure as hell showed her.
    Silence .
    JACKIE
    And there will come another moment. When the stakes are really there. And she will look back on this. And remember how good it felt. How easy it was.
    RACHEL
    And she'll fight back again. God help me, what have I done.
    Jackie 's voice drops . The softness makes it somehow more menacing .
    JACKIE
    You've turned her into you. And I may not get another chance. To turn her back.
    RACHEL
    ( suddenly fierce . )
    That's what it is. And that's all it is.
    The hand with its cigarette STABS out .
    RACHEL
    You wo n't get the chance.
    Jackie back on her heels . Thinking . A mile a minute .
    JACKIE
    You've got a point there, for a change. Oh, yes you do.
    HER finger stabbing out .
    JACKIE
    You did n't get morning sickness for seven months, you did n't breast feed till your nipples fell off, you did n't spend every minute of every day thinking and planning and knowing that your decisions were shaping the people they were going to be.
    And now Rachel . Has nothing to say .
    JACKIE
    You are gon na be taking Ben's training wheels off. You are the one my little girl will confess her first love to. You will see them married, you will play with their babies, you fucking BITCH, I hate your GUTS!
    The blast washes over Rachel . And in the silence .
    RACHEL
    Now you're talking sense.
    She looks down at her beer .
    RACHEL
    All year long, I've been watching how you do this. The worries, the sacri - fices, the signals you give them.
    Thinks . Really thinks . Wants so much to say this right .
    RACHEL
    And I admire you. More than you'll ever believe. And yet. this. thing. has been growing. Inside me.
    Looks up . Straight to her eyes .
    RACHEL
    For better or worse. I'm not you.
    And so she stands up . The swing shimmies in her wake .
    RACHEL
    I ca n't live my life channeling the One True Mom after you're gone. I ca n't do it. I ca n't do it. I ca n't. Do it.
    Sets the beer down . Stabs out her smoke .
    RACHEL
    We have to deal with that.
    And walks off , slowly . Across the yard .

INT. INDOOR RIDING RING - TWILIGHT
    Huge indoor space . Wood - sided walls , dirt floor . High corrugated metal roof , with birds flying , roosting in rafters . A little GIRL , under the keen eye of her TRAINER , puts her mount through its paces . In the cold air , steam rises from the horse 's body . It 's late , no one else around . TRACK now . down a walkway . Toward the stables . A barn cat is crouched , stalking prey . We hear a soft voice , speaking . One we know .
    LUKE
    ( O.S . )
    It was like telling her.
    See him now . Standing awkwardly , against the side of a stall .
    LUKE
    that I did n't love her anymore.
    See the horse , still steaming . Standing patiently .
    LUKE
    if I could be sure I'd always stay.
    Circling the horse now , we see Annabelle 's back . She is slowly brushing out the sweat mark . Where the saddle used to be . Her movements are stiff , mechanical . The soft voice continues .
    LUKE
    ( O.S . )
    She said, ` This thing you call a partnership. The schedules, the chores, all the things we have to work out.'
    Our ANGLE CIRCLING to see at last Annabelle 's face .
    LUKE
    ( O.S . )
    ( softer . ) '
    . for the kids.'
    The tears that stand in her eyes . The set line of her small mouth .
    LUKE
    ( O.S . ) '
    . that's the life I dreamed of. And it's all I ever wanted it to be.'
    She swallows . Because she will not cry .
    LUKE
    ( O.S . )
    That's the kind of person your mom is. She's the best.
    Annabelle says nothing . She drops to her knees . Begins to clean out one of her horse 's hooves with a metal pick . The only sound against the stillness . And her father watches . His heart pounding .
    LUKE
    I complained a lot, baby. We could n't travel, we'd lost our privacy, our chance to do things on the spur of the moment. To live for. ourselves. The way we'd started out.
    He goes to her . The sound of his feet on the straw .
    LUKE
    And she said. Sounds like you'd be happier. If the kids were n't around.
    Crouches down . Very close to his child .
    LUKE
    I said. I love them more than anything. But sometimes. I do miss what I've lost.
    Annabelle stops working . Turns her faces away .
    LUKE
    She said she could never feel that way, not for one single second.
    So he leans closer .
    LUKE
    She did n't want to be with someone. Who could.
    Silence . He 's staring at the back of her head .
    LUKE
    You know, this horse smells really bad.
    ANNABELLE
    There's worse things.
    At least she can talk . If only just above a whisper .
    LUKE
    Do you know why I never told you all this before?
    A beat . She does n't look at him .
    ANNABELLE
    Sure. You wanted me to blame her. Instead of you.
    Waiting to hear .
    LUKE
    ( very softly . )
    That's right.
    She hears honesty . And heartbreak . It makes her turn .
    ANNABELLE
    How come you're telling me now?
    He gets lost . Looking in those eyes .
    LUKE
    I do n't want to be wrong anymore.
    I do n't .
    LUKE
    I want to say I'm sorry, because I am. And let you hate me. If you have to.
    She swallows hard . Her eyes moving over his face .
    LUKE
    See that feeling? Where you feel two different things at once? That's a grown - up thing. It's not a lot of fun.
    She shakes her head very slightly . And her eyes water .
    LUKE
    Know why your mom never told you?
    She does n't .
    LUKE
    She knew that you and her were so. solid. Nothing could rock that. But she did n't want to risk.
    The hardest thing . He 's ever had to say .
    LUKE
    your hating me.
    ANNABELLE
    Cos she loves you.
    LUKE
    Cos she loves you. She wanted you to have a daddy to love. Even if he did n't. completely. deserve it.
    Now the tears in his eyes . And she 's watching that .
    LUKE
    You know how much love that is? That she has for you.
    Do you .
    LUKE
    There's going to come a moment. When she'll really need you to give that back. And you're just the girl that can do it.
    The way he says this . Makes her ask .
    ANNABELLE
    Now do I know when?
    He reaches . First time . Strokes her hair .
    LUKE
    That moment will come. And your heart is going to whisper, ` here it is'
    Winds his fingers . Around her hand .
    LUKE
    And you'll come through.
    She stares in his eyes . And dead straight .
    ANNABELLE
    If I miss it, daddy? You clue me in.
    Okay , he nods . That 's a plan .

INT. BAR - NIGHT
    The dimly chic bar . With its soft upscale buzz . Where Jackie told Luke she had cancer . Tonight , she waits alone . Watching the entrance . Nursing her drink . And then . Rachel comes into the place . Spots Jackie across the room . Weaves her way through the tables . And she is there . Slipping into her seat . Not knowing what to say .
    JACKIE
    Thanks for coming out.
    RACHEL
    Neutral ground. What's up?
    Jackie stares evenly . Her chin rests across the back of her knuckles . She looks tired , but okay . Fueled by adrenaline .
    JACKIE
    Luke called. He says you're checking out. Of the Heartbreak Hotel.
    The waitress appears . Rachel too locked into the moment to notice . So .
    JACKIE
    She likes a Stolie, no ice.
    RACHEL
    ( softly . )
    Double.
    As the woman leaves .
    JACKIE
    What's this about? Because we fought?
    RACHEL
    Do n't flatter yourself.
    ( beat . )
    I always liked that line.
    Signs .
    RACHEL
    I love Luke, I love the children. But there is more to life than even love.
    JACKIE
    No, there is n't.
    RACHEL
    And I have looked down the road. At what my life will be. And I ca n't handle it.
    Jackie unblinking . Focused , strong .
    JACKIE
    What do you see? Down that road.
    No answer . Then .
    RACHEL
    I never wanted to be a mom. Then, sharing it with you was one thing. Carrying it alone, the rest of my life.
    JACKIE
    Is scary. But you want it. Gim me some truth here.
    The Stolie arrives . They wait a beat . The waitress disappears .
    RACHEL
    Well, it's the Jack Kennedy Syndrome, huh? You die young, you always look golden. Perfect. The memory kind of burnishes the image, and.
    JACKIE
    Come on, a wuss like me? The stiff who would n't help her own daughter fight back?
    RACHEL
    Maybe I was wrong on that one.
    That sits there . In its sincerity .
    JACKIE
    Well, maybe you were n't.
    And so does that . Tears are forming in Rachel 's eyes . Here , in this public place .
    RACHEL
    Look, when I said I could n't channel you. That did n't mean I would n't give my right arm to do just that.
    Shakes her head .
    RACHEL
    Maybe I do n't want to be looking over my shoulder. Every day for twenty years. Knowing someone else would have done it right. The way I ca n't.
    Jackie waits . Thinks .
    JACKIE
    Trade you a smoke. For a secret.
    The way she said that . Something weighty behind it . So Rachel reaches into her purse .
    JACKIE
    You know, I lost Ben awhile back? In a supermarket.
    Rachel 's hand freezes . In mid - course .
    RACHEL
    You're lying.
    JACKIE
    I lost him. I was panicked.
    RACHEL
    You are lying, you never lost that kid for 4 seconds, you could find him from a coma, there is no WAY!
    JACKIE
    ( smiles . )
    I was running around like a chicken with my head chopped off. Doing my imitation of you.
    Rachel still not buying .
    RACHEL
    Ben never mentioned it.
    JACKIE
    He only remembers I found him. My point is, telling you this story would have been the kindest, most helpful thing I could ever have done for you.
    The smile fades .
    JACKIE
    Why did n't I?
    RACHEL
    Uh. You hate my guts?
    Passing the cigarettes over .
    JACKIE
    We were competing. Even then.
    Yes we were .
    JACKIE
    Instead of being partners. Watch - ing each other's back. Seeing things were covered.
    Pulls out a smoke . Offers the pack .
    JACKIE
    You're not scared you'll think you do n't measure up. You're scared they'll think it. That's the JFK thing, yeh?
    Rachel takes one . Eye contact holding .
    RACHEL
    With good reason. They fucking worship you as it is.
    JACKIE
    What do I have that you do n't?
    RACHEL
    Everything. You're. the Earth Mother incarnate.
    JACKIE
    You're the hip and fresh.
    RACHEL
    You ride with Annabelle.
    JACKIE
    You'll learn.
    RACHEL
    You know every story, every wound, every memory, their whole life's happiness has been wrapped up in you, every moment.
    JACKIE
    I have their past.
    STRIKES the match .
    JACKIE
    You. Have their future.
    Rachel stunned . By the simplicity of it all . Slowly , she leans to accept Jackie 's flame .
    JACKIE
    Do n't you get it? You look down the road to her wedding. You're in the room alone with her, fitting her veil, fluffing her dress. Telling her no woman was ever that beautiful.
    Tears now . Standing in two pairs of eyes .
    JACKIE
    And your fear is. She'll be thinking. I wish Mom were here.
    Jackie lights her own .
    JACKIE
    And mine is. She wo n't.
    Her hand trembles as she takes a drag .
    JACKIE
    Now that's enough fear for either one of us to kill the other. And no jury in the world would convict.
    Jackie raises her glass .
    JACKIE
    We're guilty, girl. Of being human. And we ca n't forgive ourselves.
    Holds it forward . In a toast .
    JACKIE
    But I forgive you.
    And slowly , Rachel lifts her own glass . CLICKS it with Jackie 's .
    RACHEL
    Do n't rush me. I'm deciding.
    SLOW DISSOLVE TO .

INT. JACKIE'S LIVING ROOM - CHRISTMAS MORNING
    White Christmas outside the window . Richly trimmed tree , presents everywhere , carols softly playing . The whole nine yards . Luke and Ben standing at a wrapped bird cage , where a dove is cooing inside . Annabelle is setting out the cocoa with a uniformed NURSE . Rachel enters . Kisses Annabelle 's head .
    RACHEL
    I'm gon na check on Mom.
    Goes down the hall , every emotion in the world is playing across her face . Into .

INT. JACKIE'S BEDROOM
    Jackie lies on her death bed . She is beautiful and near the end . Despite the IV tube , the monitor , she 's gotten to serenity after all . As close as any of us will ever get .
    RACHEL
    Hey, gorgeous. Time for the presents?
    Jackie licks her lips . Pretty dry . Rachel takes a cotton lemon swab from the nightstand . Tenderly , cleans Jackie 's mouth .
    RACHEL
    Now Edna says you short - changed your last meds. You can do presents and be comfortable at the same time, y' know.
    JACKIE
    ( clears her throat . )
    Just want to be a little sharper. For a few minutes.
    A few minutes .
    JACKIE
    Some things to say. To the kids, huh?
    Smiles .
    JACKIE
    Then, bring in the presents. We'll have big fun.
    Rachel ca n't really bear this .
    RACHEL
    You know, there's nothing you have to say. Because they know your heart. You do n't have t.
    JACKIE
    Just sit me up. Nice and tall. Bring Benjamin first.
    Staring at each other . Then Rachel reaches her arms around Jackie , and as gently as she can manage , lifts her to a full sitting position .
    JACKIE
    Scrapbook.
    Rachel brings the big book . Lays it on the bed . And goes . Jackie begins to turn the pages . Her life with these children passing before her eyes . No tears . No smile . Just full attention . Fingertips touch the one she was looking for , as . The door OPENS . Ben , hesitant , enters alone . His mother 's face is fine and strong and smiling .
    JACKIE
    Find the bird cage?
    BEN
    ( standing there . )
    Rache says it's from you.
    JACKIE
    Well, do n't make him disappear before I see him.
    Ben nods . Okay , I wo n't . She glances to the scrapbook .
    JACKIE
    Oh, look at this.
    And forgetting his uneasiness , he runs over , climbs ONTO the bed . Jackie does n't wince , does n't even blink . Nothing for his memory bank but smiles . He looks at the photo . Jackie holding a spunky newborn .
    JACKIE
    That's you and me. Our first photo as a couple.
    He nods . Really staring at it .
    BEN
    Did you know I was good - looking right away?
    She reaches to hold his face in her hand . Stares in his eyes .
    JACKIE
    This good - looking. Was beyond my imagination.
    She leans . Kisses his lips lightly . How many more times will she get to do this ?
    JACKIE
    ( a murmur . )
    So what do you think we're gon na talk about?
    BEN
    ( straight back . )
    You dying.
    She nods . Her smile is right there .
    JACKIE
    The secret of it. That only magicians. Can ever understand.
    His eyes brighten . The sadness pushed aside .
    JACKIE
    See, when we die. Our body goes away. Our body. But we. we are not our body, are we?
    He does n't know . Maybe he thought we were .
    JACKIE
    If a soldier loses his legs in a war. Is he the same guy? Sure he is.
    BEN
    But you can still see him.
    JACKIE
    Half. Of him.
    This is so fucking hard . But her eyes stay dry .
    JACKIE
    Dying. Is where the whole body goes away. So you ca n't see any of it. But.
    Rests her hand tenderly . On his hair .
    JACKIE
    What do magicians know?
    Leans forward . Here 's the secret .
    JACKIE
    Just because you ca n't see it. Does n't. Mean. It's gone.
    Does it ? And Ben smiles . He is inside the secret .
    JACKIE
    The world. Thinks I'm gone. But only the magician. Knows better.
    BEN
    So where are you?
    She was waiting for this . For a long time . She wraps her hand around his fist . And puts their hands against his heart .
    JACKIE
    ( a whisper . )
    Right here. Right here. Inside the magician. Shhhh.
    BEN
    Can I talk to you? When you're there.
    JACKIE
    Always. Always. And you wo n't hear a voice. But in here. You'll know. What I'm saying.
    Yes , you will .
    BEN
    It's not good enough.
    JACKIE
    No, it is n't. Because it is n't everything. And we want every - thing, do n't we?
    He nods . They do .
    JACKIE
    But God does let us keep the one best thing we have together. The one best thing we've always had. Know what it is?
    He does n't . But he wants to .
    JACKIE
    I love you. And you love me.
    Comes closer . Nose to nose .
    JACKIE
    It's worth a lot. Will you keep it?
    He answers . With a kiss .

INT. LIVING ROOM - MOMENTS LATER
    Luke and Annabelle are doing a hugely complex jigsaw puzzle . Ben runs in , falls on his knees by the puzzle . Without looking at Annabelle , he tells her .
    BEN
    Your turn. It was n't bad.
    Annabelle looks straight to her dad . There is a moment , a silence , that no one else could ever understand . She leans to him and whispers .
    ANNABELLE
    Here it is?
    His eyes water . He takes her in his arms . Whispers close to her ear , only the words .
    LUKE
    Here it is.
    She smiles at hi . Fear gone , filled with resolve . Gives him a kiss . Rises , to . follow Rachel down the hall . Rache wraps an arm around her big girl . No words , except a murmured .
    RACHEL
    You can do this.
    Voice cracking . She 's not as good at it as this girl 's mother .
    RACHEL
    You can do anything.
    At the door . Open it , and .

INT. JACKIE'S BEDROOM
    Annabelle enters alone . The door closes behind her . Her eyes lock with her mother 's . No words . Annabelle 's eyes filled with tears , and Jackie 's arms . REACH out , and Annabelle RUNS to them . They hold each other . For a forever moment .
    ANNABELLE
    I do n't want to say goodbye.
    JACKIE
    Do n't. Take me with you.
    And Annabelle looks up . Tears on her face .
    JACKIE
    Thank God. I got to see you. Grown up.
    ANNABELLE
    I'm not.
    JACKIE
    ( very softly . )
    Let me be the judge of that.
    And Annabelle climbs onto the bed . Their hands never stop touching each other . Saying I love you .
    JACKIE
    There's an amazing thing when a woman has a daughter. One day you look up, and you see. a sister. Someone. You can say. Anything to.
    Anything .
    JACKIE
    I wrote a whole lot of letters. To each of you. And the envelope says when to open it. Like, which birthday. Or. when you get your driver's permit. First time you see Rome. Things like that.
    Things like that . Annabelle is beginning to lose it now . So Jackie says only .
    JACKIE
    Keep Ben's for awhile, okay? Until he's old enough to not open them all at once.
    ANNABELLE
    Until he's old enough to read.
    Tears on Annabelle 's face . Her mom wonders .
    JACKIE
    Are you afraid for me? Where I'm going.
    ANNABELLE
    Yes.
    JACKIE
    Do n't be. I'm going. Where we all go. Now how can that be bad.
    ANNABELLE
    I'll miss you so much.
    JACKIE
    Good. That's very good.
    She nods , yes it is .
    JACKIE
    What you're grown - up enough to know. Is that people. Can do two things at once. Okay?
    She brushes at her baby 's tears . Then tastes her wet fingertips . Mmmn , surprisingly good . Annabelle sort of smiles .
    JACKIE
    You can miss me. And. Take me with you.
    Hold the child 's face . In her hands .
    JACKIE
    When you're in trouble. Have me there. When you fall in love. Have me there. You can.
    Said with such absolute assurance .
    JACKIE
    That's how we go on, you know. Forever. Because someone takes us along.
    Annabelle swallows hard .
    JACKIE
    On your wedding night. When your babies are born. I want to be there. Will you take me?
    A straight question . It needs an answer .
    ANNABELLE
    Always, always. Always.
    A sigh . A shared smile .
    JACKIE
    You made my life wonderful.
    You .
    JACKIE
    Take that with you, too.
    Hold . On Annabelle .

INT. JACKIE'S BEDROOM - LATER THAT MORNING
    The presents are here now , they fill up the room , spill over the bed , where both children sprawl . Ben RIPPING the shit out of wrappings like a wolverine , Annabelle carefully saving her gift paper as if she were going to hang it in the Louvre . She holds a tank top up to her chest , for her Mom 's approval . Jackie 's not sure . Rachel handing up more boxes , Luke in charge of bagging trash . Ben 's white dove , flying free around the room , zipping and diving . No one cares . It 's Christmas . HOLD . Hold . And CROSSFADE TO .

EXT. CHAPEL - NIGHT
    Family and friends are leaving the wake , exiting the softly - lit chapel into a snowy night . They are saying goodbyes , kissing one another , going to their cars . And saying her last goodbye . Rachel turns to Luke . Whispers , close to his ear . He looks at her for a beat , then leads Annabelle and Ben toward the car , as . Rachel goes back into the chapel . Alone .

INT. FUNERAL PARLOR
    The room is nearly dark . One soft spot plays on a simple CASKET . No canned organ music , no sound at all . As Rachel enters . She goes to the casket . Stares down at it for a beat . And just above a whisper .
    RACHEL
    See, I told you I'd do this.
    Only .
    RACHEL
    Only. Now I do n't know what to say.
    Her hand reaches out . A finger absently traces the edge of the wood . It seems a gesture of unconscious affection .
    RACHEL
    You'd have written it down, so you would n't blow it.
    A slight smile . Here 's where the love shows .
    RACHEL
    Maybe we should change places.
    Nods slightly . Maybe we should . She takes a step back now , to a waiting chair . Sits . Her hands folded in her lap . Thinks .
    RACHEL
    Well. We were less than friends, I guess. And more.
    More .
    RACHEL
    We were never. girlfriends, we never dished. That was n't. What we had.
    No apology there . It 's just the truth .
    RACHEL
    We had some battles, man, they were. world class, huh?
    ( beat . )
    And I do n't regret a one of them.
    Sad little shrug .
    RACHEL
    I miss them.
    Thinking . Of how much more she 'll miss .
    RACHEL
    We've got our secrets, we have. And I'll keep'em if you will.
    Crosses her arms . Lost in the moment .
    RACHEL
    But I wish we had one more night. In that little bar, remember? Remember that toast? Sure, you do.
    Her voice wavers . But the eyes are dry .
    RACHEL
    Know what? I forgive me, too. See? You're the magician.
    A murmur .
    RACHEL
    Do n't worry, partner, I've got your back. We're covered.
    It 's what she came to say . CROSSFADE TO .

INT. BALLROOM - NIGHT
    Lights and music and laughter . They 're in black tie tonight . It 's a wedding party . Up on the stage , at the head table , some guy is finishing a toast , and as everyone ROARS and CLAPS .
    BEST MAN
    so TO THE BRIDE! Thank GOD she's more than he deserves!
    Everybody shouts THE BRIDE . Everybody drinks champagne . And the bride stands up . In her white gown . In her hand , an envelope . She goes to the mike , and waits for the raucous cheers , the calls of SPEECH ! , to die down . Leans to the mike . Flushed and happy . And , oddly , nervous .
    RACHEL
    Now I know the tradition, so this is n't a toast. At least. not for me.
    RACHEL
    The guest list is 114. But we all know there's one more here, tonight. Because.
    Looks down the table at her children . Dressed to kill . Enjoying the party .
    RACHEL
    my two sidekicks there always bring her along. Wherever they go.
    Right ? Right .
    RACHEL
    So Jackie and I were sitting around. On New Year's Eve. And she said, ` You're not gon na talk at my funeral, are you?'
    And now . It is quiet indeed .
    RACHEL
    And I said, ` I've never been to a funeral. I'm not sure I'll know how to act.'
    Her sweet smile . Keeps the mood right .
    RACHEL
    . but I'll prob ` ly sneak into where you are. Just before it's over.'
    Nods to herself . Fights back the feeling of that moment .
    RACHEL
    . say something. Just to you. Get the last word in, when you ca n't talk back.'
    There is laughter in this room . Gentle , loving .
    RACHEL
    So she says, ` No way.'
    Holds up the envelope . Holds it tight .
    RACHEL
    She wrote this. She sealed it up, I did n't see it. She made me promise to read it. At the wedding.
    And slowly , Luke begins to CLAP . And others join . And when it stops .
    RACHEL
    I told her she'd better make it dirty, or make it funny. Because. no way. on my wedding.
    No way in hell .
    RACHEL
    could she make me cry.
    APPLAUSE . They are loving it .
    RACHEL
    She says, ` It's a deal'.
    The band plays an impromptu FLOURISH . Rachel begins to carefully tear open the envelope .
    RACHEL
    Now, if it's too raunchy, we may have to excuse the kids.
    SHOUTS from everyone , ESPECIALLY the children . She has it open . She looks at it . And everything . Stops . The world watches her sway , watches her eyes fill as she stares at the small card in her hand . She ca n't believe this .
    RACHEL
    ( mouths to herself . )
    You promised.
    The tears are welling . Everyone SCREAMS for her to read it . She leans to the mike , shaking her head .
    RACHEL
    It's. no big thing, really. it's just. five words, it's.
    The place goes happily UP FOR GRABS . A joyful RIOT of demand . Tears STREAMING now , Rachel fumbles to pull up her white beaded bag . As she puts the card inside , we alone can read the words . MY BABIES . ARE SO LUCKY . HOLD on this . And . FADE TO BLACK . ROLL END CREDITS .

Summary: Jackie (Susan Sarandon) and Luke Harrison (Ed Harris) are a divorced New York City couple struggling to help their children Anna (Jena Malone) and Ben (Liam Aiken) be happy with this sudden change of lifestyle. Luke, an attorney, is living with his new girlfriend, Isabel Kelly (Julia Roberts), a successful fashion photographer several years his junior. Isabel tries hard to make Anna and Ben feel comfortable and happy with her, but Anna repeatedly rejects her overtures while Ben, who is generally kind to Isabel, adds extra complication with his mischievous nature. Isabel behaves with contempt tempered by caution around Jackie, believing she overcompensates for her divorce by spoiling her children. Jackie, a former publisher turned stay-at-home mom, gives Isabel a cold reception, seeing her as an overly ambitious career woman. She also continues to harbor malice towards Luke, as seen in a confrontation about Isabel. After a long string of arguments and hurt feelings involving Isabel, Jackie, and Anna, Luke proposes to Isabel, making her Anna and Ben's soon-to-be official stepmother. This causes even more friction. Jackie is diagnosed with lymphoma, which is discovered to be terminal. She experiences a range of negative emotions, angry at the woman who she feels was responsible for breaking up her family, and angry that after all of the sacrifices she made for her family, she will never see her children grow up. Jackie actively sabotages Isabel's effort to bond with the children even to the point of refusing to allow her to take Anna to see a rock band that she likes and then taking her to the same concert a few weeks later herself. Luke and Jackie later tell the children about the engagement, and Anna is furious. Jackie tells Luke and the children about her illness, resulting in Anna storming out. That night Jackie shows that she can be fun by dancing and singing with Anna and Ben. Isabel and Anna continue to clash. Isabel gets the children a golden retriever puppy, and Anna says that she is allergic to dogs. Surprised, Isabel apologizes and says that her father didn't tell her that. After another argument between the two, Anna takes the dog inside her room, indicating she lied about her allergy. Eventually, Isabel and Anna's relationship improves. They start to bond over painting, when Isabel teaches Anna how to paint trees. Jackie and Isabel disagree repeatedly, largely over Isabel's parenting. Ben goes missing on Isabel's watch and Jackie claims that she has never lost him, which she later admits to be untrue. When Anna has problems with a boy she once liked, the two women give opposite advice, causing more tension between Jackie and Isabel. They manage to establish a shaky truce, as they come to terms that Isabel will soon step into the role of a surrogate mother. The two women finally bond when Isabel reveals her admiration of Jackie's maternal instincts, while Jackie in turn praises Isabel's hipness as a means to connect with Anna. Isabel finally lets her guard down when she tells Jackie her biggest fear is that on Anna's wedding day, all Anna will wish for is her mother's presence. Jackie says her own fear is that Anna will forget her. Jackie explains to Isabel that, while Jackie will always have their past, Isabel will have their future. The film ends with the family celebrating Christmas. Jackie, who is bedridden, is visited in her room by Ben and Anna. Individually, Jackie tells her children that though she will die, she will remain with them as long as they remember her. Later that day, Isabel is taking a family portrait of Luke and Jackie with the children. Jackie demonstrates her acceptance of Isabel by inviting her to join them, stating "let's get a photo with the whole family". Isabel does, and as the closing credits begin, both women are shown happily in a photo side by side, finally at peace with one another and with future events ahead of them (Jackie's death and Isabel's marriage to Luke).