FANDOM


                             INTO THE WOODS



                             Screenplay by
                             James Lapine


                          Music and Lyrics by
                           Stephen Sondheim



                        FADE UP
         Grey clouds of an early morning sky.
          BAKER (V.O.)
          Once upon a time, in a far off
          kingdom, there lay a small village at
          the edge of the woods...
         Suddenly, the WELL-WORN BOOT of Cinderella steps into the
         frame and lands on what we thought was the sky, but in fact
         is simply its reflection in a puddle of water. A strong CHORD
         accents the splash and we begin a musical vamp.
         EXT. CINDERELLA'S HOUSE - DAYBREAK
         CLOSE-UP on CINDERELLA'S dirty hand as it reaches down to
         gather kindling.
          CINDERELLA (O.S.)
          I WISH...
          BAKER (V.O.)
          And in this village...
         CLOSE-UP on a bead of sweat as it trickles from her brow, the
         same hand entering the frame to wipe it.
          CINDERELLA (O.S.)
          MORE THAN ANYTHING...
          BAKER (V.O.)
          ... lived a young maiden...
         ANGLE on CINDERELLA
         A pretty (and filthy) young woman, who finishes mopping her
         brow and trudges towards the back of a large house, the
         kindling under her arm.
                         CINDERELLA
          MORE THAN LIFE...
          MORE THAN JEWELS...
         EXT. JACK'S FARMHOUSE - DAY
         CLOSE-UP on JACK'S calloused hands as he pulls on a rope.
          BAKER (V.O.)
          ... a care-free young lad...
         ANGLE ON JACK
         A spaced-out twelve year-old who is trying to pull his bony
         cow MILKY-WHITE towards his dilapidated cottage.
                         JACK
          I WISH...
          MORE THAN LIFE...
                         2


         INT. BAKER'S COTTAGE - DAY
         CLOSE-UP on a ball of dough. The BAKER'S thick hand pounds
         it.
          BAKER (V.O.)
          ... and a childless baker...
         ANGLE ON THE BAKER AND HIS WIFE
         Hard-working and honest, he is kneading the dough which she
         then takes and puts in the oven.
          BAKER/BAKER'S WIFE
          I WISH...
          BAKER (V.O.)
          ... with his Wife-- "
                         BAKER
          MORE THAN ANYTHING...
                         WIFE
          MORE THAN THE MOON...
          BAKER/BAKER'S WIFE
          I WISH...
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY
         CINDERELLA scrubs a huge pot.
                         CINDERELLA
          THE KING IS GIVING A FESTIVAL.
         INT. BAKER'S COTTAGE - DAY
         The WIFE rolls the dough as the BAKER stokes the hot oven.
                         BAKER/WIFE
          MORE THAN LIFE...
         INT. JACK'S FARMHOUSE - DAY
         Inside the tiny cottage, the COW stands bewildered as JACK
         tries to milk her without success.
                         JACK
                         (TO MILKY-WHITE)
          I WISH...
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY


                         CINDERELLA
          I WISH TO GO TO THE FESTIVAL--
                         3


         INT. BAKER'S COTTAGE - DAY


                         BAKER/WIFE
          MORE THAN RICHES...
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY


                         CINDERELLA
          -- AND THE BALL...
         INT. JACK'S FARMHOUSE - DAY


                         JACK
          I WISH MY COW WOULD GIVE US SOME MILK.
         INT. BAKER'S COTTAGE - DAY
         The WIFE lifts a heavy sack of flour.
                         WIFE/CINDERELLA
          MORE THAN ANYTHING...
         The BAKER takes bread from the oven.
                         BAKER
          I WISH WE HAD A CHILD.
         INT. JACK'S FARMHOUSE - DAY
         Now leaning his shoulder against the cow for more leverage as
         he squeezes her udders.
                         JACK
          PLEASE, PAL.
         INT. BAKER'S COTTAGE - DAY


                         WIFE
          I WANT A CHILD.
         INT. JACK'S FARMHOUSE - DAY


                         JACK
                         (FRUSTRATED)
          SQUEEZE, PAL...
         INT. CINDERELLA'S HOUSE/JACK'S HOUSE/BAKER'S COTTAGE - DAY
         She is now scrubbing the floor in front of a large fireplace.
                         CINDERELLA
          I WISH TO GO TO THE FESTIVAL.
          JACK BAKER/WIFE
         I WISH YOU'D GIVE US SOME I WISH WE MIGHT HAVE A CHILD.
         MILK/ OR EVEN CHEESE...


                         ALL
          I WISH...
                         4



         CINDERELLA'S STEPMOTHER moves towards her threateningly.
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY
         CINDERELLA'S STEPMOTHER dressed in a robe, her blonde hair
         rolled in rags, carries herself with an air of disgust; like
         a medieval Orange County housewife.
                         STEPMOTHER
          YOU WISH TO GO TO THE FESTIVAL?
          BAKER (V.O)
          The poor girl's parents had died--
         Her two daughters, also blonde, FLORINDA and LUCINDA, appear
         on the stairwell. They're junior versions of Mom.
                         STEPMOTHER
          YOU, CINDERELLA, THE FESTIVAL?/ YOU
          WISH TO GO TO THE FESTIVAL?
         FLORINDA and LUCINDA move to join their MOTHER.
                         FLORINDA LUCINDA
          (overlapping) WHAT, YOU WISH TO GO TO THE
         WHAT, YOU, CINDERELLA? THE FESTIVAL?
         FESTIVAL? THE FESTIVAL?


                         STEPMOTHER/STEPSISTERS
          THE FESTIVAL?!/ THE KING'S FESTIVAL!??
          BAKER (V.O.)
          And now she lived with her
          stepmother...
                         STEPMOTHER
          THE FESTIVAL?!!!
          BAKER (V.O.)
          ...who had two daughters of her own.
         CINDERELLA rises and shyly retreats, but the STEPSISTERS
         sweep around her menacingly.
                         FLORINDA
          (grabbing her hand)
          LOOK AT YOUR NAILS!
                         LUCINDA
          (pulling on her)
          LOOK AT YOUR DRESS!
                         STEPMOTHER
          PEOPLE WOULD LAUGH AT YOU!
                         CINDERELLA
                         NEVERTHELESS--
                         5


          STEPMOTHER/STEPSISTERS/CINDERELLA
          SHE/YOU/I STILL WANT(S)/ WISH TO GO
          THE FESTIVAL--/ AND DANCE BEFORE THE
          PRINCE?!
         They roar in derision.
          BAKER (V.O.)
          All three were beautiful of face, but
          vile and black of heart.
         EXT. JACK'S FARMHOUSE - DAY
         JACK'S MOTHER, bedraggled, takes in the laundry.
          BAKER (V.O.)
          The young lad had no father, and his
                         MOTHER--
                         JACK'S MOTHER
          I WISH...
          BAKER (V.O.)
          Well, she was at her wit's end--
                         JACK'S MOTHER
          I WISH MY SON WERE NOT A FOOL./ I WISH
          MY HOUSE WAS NOT A MESS./ I WISH THE
          COW WAS FULL OF MILK./ I WISH THE
          WALLS WERE FULL OF GOLD--/ I WISH A
          LOT OF THINGS.
         INT. JACK'S FARMHOUSE - DAY - CONTINUOUS
         JACK'S MOTHER enters the house and stops dead in her tracks
         when she sees the cow.
                         JACK'S MOTHER
          What in heaven's name are you doing
          with the cow inside the house?
                         JACK
          I thought if he was nice and warm he
          might produce some milk.
                         JACK'S MOTHER
          It's a she! How many times must I tell
          you? Only shes can give milk!
         INT. BAKER'S COTTAGE - DAY
         The BAKER and his WIFE are scurrying about the kitchen.
          BAKER (V.O.)
          And then there was a hungry little
          girl who always wore a red cape...
         The BAKER turns to see a small hand rise up and snatch one of
         the BUNS off the counter.
                         6


                         BAKER
          Hey!
         The BAKER swiftly comes around the counter where a small,
         plump young girl in a red cape, LITTLE RED RIDING HOOD
         studies the goodies.
                         LRRH
          I WISH./ IT'S NOT FOR ME,/ IT'S FOR MY
          GRANNY IN THE WOODS./ A LOAF OF BREAD,
          PLEASE,/ TO BRING MY POOR OLD HUNGRY/
          GRANNY IN THE WOODS.../ JUST A LOAF OF
          BREAD, PLEASE.
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY
         The STEPSISTERS are still laughing at CINDERELLA. The
         STEPMOTHER looks around the room and sees a large bowl of
         lentils. She walks over, picks it up and violently flings the
         bowl towards CINDERELLA strewing the beans across the room
         and into the fireplace.
                         STEPMOTHER
                         (CHEERY)
          Cinderella, if you can pick up these
          lentils, and finish your chores in
          time, then you may go to the ball with
          us.
          (to her DAUGHTERS)
          Come along, ladies...
                         STEPSISTERS
          Yes, Mother.
         They sweep out of the room giggling.
         BACK ON CINDERELLA. She stands forlornly, studying the mess
         that awaits her. She closes her eyes and begins to gently
         sway as if going into a trance.
                         CINDERELLA
          COME LITTLE BIRDS,/ DOWN FROM THE
          EAVES/ AND THE LEAVES,/ OVER FIELDS,/
          OUT OF CASTLES AND PONDS.../ AHHHHH...
         INT. JACK'S FARMHOUSE - DAY
         JACK is trying to milk the COW as his MOTHER looks on
         dubiously.
                         JACK
          NO, SQUEEZE, PAL ...
         JACK'S MOTHER hears the loud squalling of birds and runs to
         the window, sticking her head out.
         JACK'S MOTHER'S POV
         Birds flying en masse over their house.
                         7


         EXT. CINDERELLA'S HOUSE - DAY
         We see the BIRDS swarming and flying down the chimney.
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY
         CINDERELLA opens her eyes to greet the birds that now
         surround her.
                         CINDERELLA
          QUICK, LITTLE BIRDS,/ FLICK THROUGH
          THE ASHES./ PICK AND PECK, BUT
          SWIFTLY,/ SIFT THROUGH THE ASHES./
          INTO THE POT...
         The BIRDS spread out and begin their task.
         EXT. JACK'S FARMHOUSE - DAY
         JACK sits atop MILKY-WHITE as if she were a horse, his arm
         WHIRLING as he releases a sling and sends a STONE hurtling
         towards a TIN CUP on top of the door frame. There is a loud
         "CLANG".
                         JACK
          Bullseye!
         JACK'S MOTHER was just exiting the house. The CUP falls down,
         narrowly missing her.
                         JACK'S MOTHER
          What are you doing? Stop your
          pretending!
         She grabs JACK'S sling and pulls him away from the COW.
          JACK'S MOTHER (CONT'D)
          Now listen to me well, son.
          Milky-White must be taken to market.
                         JACK
          Mother, no-- he's the best cow in the
                         WORLD--
                         JACK'S MOTHER
          Was. She's been dry for weeks. We've
          no food or money and no choice but to
          sell her.
                         JACK
          But Milky-White is my best friend!
                         JACK'S MOTHER
          Look at her!
          THERE ARE BUGS ON HER DUGS./ THERE ARE
          FLIES IN HER EYES./ THERE'S A LUMP ON
          HER RUMP/ BIG ENOUGH TO BE A HUMP!
                         JACK
                         BUT--
                         8


                         JACK'S MOTHER
          WE'VE NO TIME TO SIT AND DITHER/ WHILE
          HER WITHERS WITHER WITH HER--/ AND NO
          ONE KEEPS A COW FOR A FRIEND!
          Sometimes I wonder what's in that head
          of yours.
         INT. BAKER'S COTTAGE - DAY
         LRRH gives the BAKER a coin as his WIFE looks on adoringly.
         She loves having the little girl here. The Baker, not so
         much.
                         LRRH
          INTO THE WOODS, IT'S TIME TO GO,/ I
          HATE TO LEAVE, I HAVE TO, THOUGH./
          INTO THE WOODS-- IT'S TIME, AND SO/ I
          MUST BEGIN MY JOURNEY.
          INTO THE WOODS AND THROUGH THE TREES/
          TO WHERE I AM EXPECTED, MA'AM,/ INTO
          THE WOODS TO GRANDMOTHER'S HOUSE...
         She shoves the entire bun into her mouth.
                         LRRH (CONT'D)
          (with her mouth full)
          INTO THE WOODS TO GRANDMOTHER'S
          HOUSE...
                         WIFE
          You're certain of your way?
         As LRRH sings, she begins to help herself to all the buns she
         can lay her hands on.
                         LRRH
          THE WAY IS CLEAR,/ THE LIGHT IS GOOD,/
          I HAVE NO FEAR,/ NOR NO ONE SHOULD./
          THE WOODS ARE JUST TREES,/ THE TREES
          ARE JUST WOOD./
          (to the Wife)
          I SORT OF HATE TO ASK IT,/ BUT DO YOU
          HAVE A BASKET?
         The WIFE reaches for a basket, while the BAKER tries to wrest
         away a bun or two from the girl.
                         BAKER
          I don't suppose you're planning on
          buying any of these?
         The WIFE gives the BAKER a look, then hands LRRH a basket.
                         WIFE
          Now, don't stray and be late!
                         BAKER
          And you might save some of those
          sweets for Granny.
                         9


         EXT. THE VILLAGE - DAY - MOMENTS LATER
         The BAKER, and his WIFE are in front of their shop, watching
         as LRRH skips down the lane.
                         LRRH
                         (TO HERSELF))
          INTO THE WOODS AND DOWN THE DELL,/ THE
          PATH IS STRAIGHT, I KNOW IT WELL./
          INTO THE WOODS, AND WHO CAN TELL/
          WHAT'S WAITING ON THE JOURNEY?/ INTO
          THE WOODS TO BRING SOME BREAD/ TO
          GRANNY WHO IS SICK IN BED./ NEVER CAN
          TELL WHAT LIES AHEAD,/ FOR ALL THAT I
          KNOW, SHE'S ALREADY DEAD.
         Her path takes her through an ancient GRAVEYARD and on
         towards the forest's edge.
                         LRRH (CONT'D)
          BUT INTO THE WOODS,/ INTO THE WOODS,/
          INTO THE WOODS/ TO GRANDMOTHER'S
          HOUSE/ AND HOME BEFORE DARK!
         INT. CINDERELLA'S HOUSE - KITCHEN - DAY
         The BIRDS are dropping the last of the lentils into the pot.
          LUCINDA (O.S.)
          Cinderella!
          FLORINDA (O.S.)
          Get up here!
                         CINDERELLA
          FLY BIRDS,/ BACK TO THE SKY,/
         The BIRDS begin to make their way out through the fireplace
         and windows as CINDERELLA sings her incantation.
          LUCINDA (O.S.)
          We are waiting!
                         CINDERELLA
          BACK TO THE EAVES/ AND THE LEAVES/ AND
          THE FIELDS/ AND THE--
         INT. CINDERELLA'S HOUSE - DRESSING ROOM - DAY
         A room of mirrors. LUCINDA and FLORINDA, dressed in their
         ball gowns, study themselves side by side, reflected over and
         over. CINDERELLA enters through a mirrored door, breaking the
         image.
                         FLORINDA
          HURRY UP AND DO MY HAIR, CINDERELLA!
         FLORINDA pulls at one of LUCINDA'S bows.
                         FLORINDA (CONT'D)
          ARE YOU REALLY WEARING THAT?
                         10


         LUCINDA grabs CINDERELLA.
                         LUCINDA
          (pointing to her
                         SLEEVE)
          HERE, I FOUND A LITTLE TEAR,
          CINDERELLA!
         LUCINDA eyes FLORINDA'S hair.
                         LUCINDA (CONT'D)
          CAN'T YOU HIDE IT WITH A HAT?
         CINDERELLA grabs a stool and brings it next to FLORINDA.
                         CINDERELLA
          YOU LOOK BEAUTIFUL.
         She stands on the stool and begins fixing FLORINDA'S hair.
                         FLORINDA
          I know.
                         LUCINDA
          She means me.
                         FLORINDA
          No, she didn't!
         The two STEPSISTERS bicker as CINDERELLA brushes and twists
         their hair into tight curls:
          CINDERELLA (V.O.)
                         (INTERNAL)
          MOTHER SAID BE GOOD,/ FATHER SAID BE
          NICE,/ THAT WAS ALWAYS THEIR ADVICE./
          SO BE NICE, CINDERELLA,/ GOOD,
          CINDERELLA,/ NICE GOOD GOOD NICE--
                         FLORINDA
          Tighter!
         CINDERELLA obliges and becomes more aggressive with the hair
         styling, her emotions building as she thinks to herself:
          CINDERELLA (V.O.)
          WHAT'S THE GOOD OF BEING GOOD/ IF
          EVERYONE IS BLIND/ ALWAYS LEAVING YOU
          BEHIND?/ NEVER MIND, CINDERELLA,/ KIND
          CINDERELLA--/ NICE GOOD NICE KIND GOOD
                         NICE--
         FLORINDA screams, bringing CINDERELLA back to reality.
                         FLORINDA
          Ow! Not that tight! Clod!
         She reels around and smacks CINDERELLA who stands stunned.
         The STEPSISTERS giggle and snort.
                         11


         INT. BAKER'S COTTAGE - DAY - LATER
         The BAKER and his WIFE are cleaning up after their day's
         work. There is an unexpected knock at the door. They stare at
         one another momentarily.
                         BAKER
          Who might that be?
                         WIFE
                         (CALLING OUT)
          We've sold our last loaf of bread!
         The BAKER opens the window a crack to see who is at the door.
                         BAKER
                         (ALARMED)
          It's the Witch from next door!
         The DOOR pops off its frame and goes flying across the room
         in a giant puff of smoke. The BAKER and his WIFE scream and
         cower in a corner.
         As the fog clears, we see the WITCH for the first time and
         she's not a pretty sight. MICE and other vermin drop from
         beneath her cape and scatter through the cottage.
                         WIFE
          We have no bread.
                         WITCH
          I don't want your bread.
                         BAKER
          Then what is it you wish?
                         WITCH
          It's not what I wish. It's what you
          wish.
         She moves towards the WIFE as the BAKER tries unsuccessfully
         to protect her. She points her gross finger towards her
         belly.
                         WITCH (CONT'D)
          Nothing cooking in that belly now, is
          there? And there will never be...
         She looks away.
                         WITCH (CONT'D)
          Unless you do exactly as I say. In
          three days' time, a Blue Moon will
          appear. Only then can the curse be
          undone.
                         WIFE
          What curse?
                         WITCH
          The one I placed on this house!
                         12


                         BAKER
          What are you talking about?
                         WITCH
          In the past, when you were no more
          than a babe, your father brought his
          young wife and you to this cottage.
          They were a lovely couple. But not
          lovely neighbors. You see, your mother
          was with child and she developed an
          unusual appetite. She admired my
          beautiful garden and she told your
          father that what she wanted, more than
          anything in the world was--
          GREENS, GREENS, AND NOTHING BUT
          GREENS:/ PARSLEY, PEPPERS, CABBAGES
          AND CELERY./ ASPARAGUS AND WATERCRESS
          AND/ FIDDLEFERNS AND LETTUCE--!/ HE
          SAID, "ALL RIGHT,"/ BUT IT WASN'T,
          QUITE,/ `CAUSE I CAUGHT HIM/ IN THE
          AUTUMN/ IN MY GARDEN ONE NIGHT!


         EXT. WITCH'S GARDEN - NIGHT - FLASHBACK


                        WITCH'S POV
         In the moonlight, we see the BAKER'S FATHER, wearing a
         hunting jacket, scale over the WITCH'S wall and into her
         garden. From behind a wooden trellis, she WATCHES him as he
         gathers her greens:
          WITCH (V.O.)
          HE WAS ROBBING ME,/ RAPING ME,/
          ROOTING THROUGH MY RUTABAGA,/ RAIDING
                         MY ARUGULA
         INT. BAKER'S COTTAGE - DAY - PRESENT


                         WITCH
          AND/ RIPPING UP THE RAMPION/ (MY
          CHAMPION!/ MY FAVORITE!)
          I SHOULD HAVE LAID A SPELL ON HIM
          RIGHT THERE--/ I COULD HAVE TURNED HIM
          INTO STONE/ OR A DOG OR A CHAIR.../
          BUT I LET HIM HAVE THE RAMPION/ I'D
          LOTS TO SPARE.
         EXT. WITCH'S GARDEN - NIGHT - FLASHBACK
         Again, only seeing the WITCH from behind, she confronts the
         BAKER'S FATHER as he sheepishly holds the stolen vegetables.
          WITCH (V.O.)
          IN RETURN, HOWEVER,/ I SAID, "FAIR IS
          FAIR:/ YOU CAN LET ME HAVE THE BABY/
          THAT YOUR WIFE WILL BEAR,
                         13


         INT. BAKER'S COTTAGE - DAY - PRESENT


                         WITCH
          AND WE'LL CALL IT SQUARE."
                         BAKER
          I had a brother?
                         WITCH
          No. But you had a sister.
                         BAKER
          Where is she?
                         WITCH
          She's mine now and you'll never find
          her! Small price to pay for what else
          your father stole from me. It cost me
          my youth, my beauty. My mother warned
          me she would punish me with the curse
          of ugliness if I ever lost them.
                         WIFE
          Lost what?
                         WITCH
                         (IMPATIENT)
          The beans!
                         BAKER/WIFE
          Beans?
                         WITCH
          THE SPECIAL BEANS!



         EXT. WITCH'S GARDEN - NIGHT - FLASHBACK
         The BAKER'S FATHER steals the WITCH'S beans and pockets them.
          WITCH (V.O.)
          I LET HIM GO,/ I DIDN'T KNOW/ HE'D
          STOLEN MY BEANS!
         WITCH'S POV - the BAKER'S FATHER scales his way back over the
         garden wall.
          WITCH (V.O.)
          I WAS WATCHING HIM CRAWL/ BACK OVER
          THE WALL,/ WHEN BANG! CRASH!/ THE
          LIGHTNING FLASH!/
         Lights suddenly illuminate the BAKER'S FATHER as if it was a
         flash from the Hiroshima blast. A look of horror crosses his
         face.
         BAKER'S FATHER'S POV
                         14


         Light illuminates the WITCH as she walks back towards her
         house. Suddenly her youthful hands morph before our eyes into
         those of an aged hag. The CAMERA PANS UP to find her withered
         face.
         INT. BAKER'S COTTAGE - DAY - PRESENT
         A LIGHTNING FLASH rips through the Baker's cottage.
                         WITCH
          WELL, THAT'S ANOTHER STORY--/ NEVER
          MIND./ ANYWAY, AT LAST/ THE BIG DAY
          CAME/ AND I MADE MY CLAIM./ "OH, DON'T
          TAKE AWAY THE BABY,"/ THEY SHRIEKED
          AND SCREECHED,/
         INT. BAKER'S COTTAGE - NIGHT - FLASHBACK
         We see the WITCH'S gross hands snatch the baby from a cradle.
          WITCH (V.O.)
          BUT I DID, AND I HID HER/ WHERE SHE'LL
          NEVER BE REACHED.
         INT. BAKER'S COTTAGE - DAY - PRESENT


                         WITCH
          AND YOUR FATHER CRIED/ AND YOUR MOTHER
          DIED,/ WHEN FOR EXTRA MEASURE--/ I
          ADMIT IT WAS A PLEASURE--/ I SAID,
          "SORRY, I'M STILL NOT MOLLIFIED."/ AND
          I LAID A LITTLE SPELL ON THEM--/ YOU
          TOO, SON--/ THAT YOUR FAMILY TREE/
          WOULD ALWAYS BE/ A BARREN ONE...
         The WIFE falls into the BAKER'S arms, weeping.
                         BAKER
          How could you do that to me?
                         WITCH
          And when your mother died, your father
          deserted you. Your father was no
          father -- so why should you be?
                         BAKER
          (to his WIFE)
          I'm so sorry...
                         WITCH
          NOW THERE'S NO MORE FUSS/ AND THERE'S
          NO MORE SCENES/ AND MY GARDEN THRIVES -
          / YOU SHOULD SEE MY NECTARINES!/ BUT
          I'M TELLING YOU THE SAME/ I TELL KINGS
                         AND QUEENS:
         The WITCH grabs some magical looking beans from a SMALL
         SATCHEL she carries across her body. She displays them.
                         15


                         WITCH (CONT'D)
          DON'T EVER NEVER EVER/ MESS AROUND
          WITH MY GREENS!/ ESPECIALLY THE BEANS.
         EXT. JACK'S FARMHOUSE - DAY
         JACK with his cow stands outside with his MOTHER.
                         JACK
          Why do I have to go to the next
          village?
                         JACK'S MOTHER
          Because everyone in this village knows
          the cow hasn't given a drop of milk in
          weeks.
                         JACK
          But that's cheating.
                         JACK'S MOTHER
          We're starving, Jack. Don't you
          understand that? You're not to take
          less than five pounds for her. Are you
          listening to me?
                         JACK
                         (HE'S NOT)
          Yes.
                         JACK'S MOTHER
          How much are you to ask?
                         JACK
          No more than five pounds.
         She grabs his ear and squeezes it hard.
          JACK'S MOTHER JACK
         Less! Than five. ... than five!


         She lets go and puts the COW'S leash in his hand and pushes
         him down the road towards the woods.
                         JACK'S MOTHER
          INTO THE WOODS, THE TIME IS NOW./ WE
          HAVE TO LIVE, I DON'T CARE HOW./ INTO
          THE WOODS TO SELL THE COW,/ YOU MUST
          BEGIN THE JOURNEY./ STRAIGHT THROUGH
          THE WOODS AND DON'T DELAY,/ WE HAVE TO
          FACE/ THE MARKETPLACE./ INTO THE WOODS
          TO JOURNEY'S END--
                         JACK
                         (STOPS; SADLY)
          INTO THE WOODS TO SELL A FRIEND--
         INT. BAKER'S COTTAGE - DAY - CONTINUOUS
         The WITCH, the BAKER, the BAKER'S WIFE.
                         16


                         WITCH
          YOU WISH TO HAVE THE CURSE REVERSED?
         The BAKER and his WIFE nod.
                         WITCH (CONT'D)
          I'LL NEED A CERTAIN POTION FIRST.
         The WITCH intently turns on them.
                         WITCH (CONT'D)
          GO TO THE WOOD AND BRING ME BACK/ ONE:
          THE COW AS WHITE AS MILK,/ TWO: THE
          CAPE AS RED AS BLOOD,/ THREE: THE HAIR
          AS YELLOW AS CORN,/ FOUR: THE SLIPPER
          AS PURE AS GOLD./ BRING ME THESE
          BEFORE THE CHIME/ OF MIDNIGHT IN THREE
          DAYS' TIME,/ `TIS THEN THE BLUE MOON
          REAPPEARS,/ WHICH COMES BUT ONCE EACH
          HUNDRED YEARS./ BRING THEM AND I
          GUARANTEE,/ A CHILD AS PERFECT AS
          CHILD CAN BE.
                         (SHE EXPLODES)
          Go to the wood!
         The WITCH flings her arms and a hundred-mile wind throws the
         couple and all of their belongings across the room as she
         disappears in a cloud of smoke -- or is it flour?
         EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - DAY
         An open-air carriage and horses wait in the courtyard. The
         STEPMOTHER, dressed to the nines, sweeps out of the house and
         impatiently calls over her shoulder.
                         STEPMOTHER
          Ladies. Our carriage awaits!
         CINDERELLA darts out of the house holding out the bowl of
         lentils to her STEPMOTHER.
                         CINDERELLA
          NOW MAY I GO TO THE FESTIVAL?
                         STEPMOTHER
          The Festival! DARLING, THOSE NAILS!/
          DARLING, THOSE CLOTHES!/ LENTILS ARE
          ONE THING, BUT/ DARLING, WITH THOSE,/
          YOU'D MAKE US THE FOOLS OF THE
          FESTIVAL/ AND MORTIFY THE PRINCE!
                         CINDERELLA
          The festival lasts three nights.
          Surely you can let me be there for one
          of them.
                         STEPMOTHER
          The King is trying to find his son a
          wife -- not a scullery maid! We must
          be gone!
                         17


         As the STEPMOTHER climbs into the carriage, the STEPSISTERS
         race by in their fancy attire, whooshing past CINDERELLA
         excitedly.
         As CINDERELLA watches from the doorway, the carriage leaves
         through the gate.
                         CINDERELLA
          I WISH...
         INT. BAKER'S COTTAGE - DAY
         The BAKER is trying to clean up the mess when his WIFE races
         downstairs holding his FATHER'S HUNTING JACKET. She hands it
         to the BAKER.
                         WIFE
          Here. Take this...
                         BAKER
          I'm not wearing that.
                         WIFE
          Why?
                         BAKER
          It was my father's. You heard what she
          said. This is all his fault.
         The BAKER throws the jacket to the ground.
                         BAKER (CONT'D)
          I want nothing to do with him!
         The WIFE sees that BEANS have spilled out of the pocket.
                         WIFE
          Look!
         She picks them up.
                         WIFE (CONT'D)
          Beans. The Witch's beans! We'll take
          them with us.
                         BAKER
                         (REALIZING)
          We? Wait a minute! You're not coming.
          It's not safe out there.
         The BAKER puts a hunting knife in his belt.
                         WIFE
          I can help you.
                         BAKER
          No. I can do this on my own.
                         18


                         BAKER WIFE
         THE SPELL IS ON MY HOUSE./ NO, NO, THE SPELL IS ON OUR
         ONLY I CAN LIFT THE SPELL,/ HOUSE./ WE MUST LIFT THE
         THE SPELL IS ON MY HOUSE. SPELL TOGETHER,/ THE SPELL IS
          ON OUR HOUSE.


                         BAKER (CONT'D)
          Now tell me. What am I to return with?
                         WIFE
          You don't remember?!
          THE COW AS WHITE AS MILK,/ THE CAPE AS
          RED AS BLOOD,/ THE HAIR AS YELLOW AS
          CORN,/ THE SLIPPER AS PURE AS GOLD.
                         BAKER
                         (MEMORIZING)
          THE COW AS WHITE AS MILK,/ THE CAPE AS
          RED AS BLOOD,/ THE HAIR AS YELLOW AS
          CORN,/ THE SLIPPER AS PURE AS GOLD...
         EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - DAY
         As CINDERELLA approaches the gate, an old GROUNDSKEEPER
         closes and locks it.
                         CINDERELLA
          I STILL WISH TO GO TO THE FESTIVAL,/
          BUT HOW AM I EVER TO GET TO THE
          FESTIVAL?
         EXT. THE VILLAGE/CINDERELLA'S HOUSE - DAY
         With the cottage behind him, the BAKER appears dressed for
         his journey. His WIFE hurries towards him with his satchel
         and places it around his neck. He proceeds down the
         cobblestone lane, his WIFE walking next to him.
         CINDERELLA looks through the bars, watching the CARRIAGE
         disappear down the road.
                         BAKER
          THE COW AS WHITE AS MILK,/ THE CAPE AS
          RED AS BLOOD,/ THE HAIR AS YELLOW AS
          CORN...
                         WIFE CINDERELLA
          (prompting him) I KNOW -- I'LL VISIT MOTHER'S
         THE SLIPPER... GRAVE,/ THE GRAVE AT THE
          WILLOW TREE,/ AND TELL HER I
          JUST WANT TO GO TO THE KING'S
          FESTIVAL...


          BAKER (CONT'D) WIFE
         THE SLIPPER AS PURE AS THE HAIR!
         GOLD.../ THE COW, THE CAPE/
         THE SLIPPER AS PURE AS
         GOLD...
                         19


         EXT. CINDERELLA'S HOUSE/EXT. VILLAGE - DAY - INTERCUT
         CINDERELLA has thrown a shawl around herself and is heading
         out the back of the house. She places a ladder against the
         stone wall and begins to climb. The BAKER and his WIFE leave
         the village and begin moving towards the woods.
                         CINDERELLA/BAKER
          INTO THE WOODS, IT'S TIME TO GO,/ IT
          MAY BE ALL IN VAIN, YOU (I) KNOW./
          INTO THE WOODS-- BUT EVEN SO,/ I HAVE
          TO TAKE THE JOURNEY.
                         WIFE
          INTO THE WOODS/ THE PATH IS STRAIGHT,/
          YOU KNOW IT WELL,
                         BAKER
          BUT WHO CAN TELL--?
                         WIFE
          (giving him a little
                         PUSH)
          INTO THE WOODS TO LIFT THE SPELL--
         EXT. CINDERELLA'S HOUSE - DAY
         CINDERELLA climbs over the wall.
                         CINDERELLA
          INTO THE WOODS TO VISIT MOTHER--
         EXT. DIRT ROAD BY JACK'S FARMHOUSE - DAY
         JACK'S MOTHER watches from the distance as JACK leads MILKY-
         WHITE up the path.
                         JACK'S MOTHER
          (calling after him)
          INTO THE WOODS TO SELL THE COW--
                         JACK
          TO GET THE MONEY!--
         EXT. CINDERELLA'S HOUSE - OTHER SIDE OF THE WALL - DAY
         CINDERELLA drops down from the wall and runs off.
                         CINDERELLA
          TO GO THE FESTIVAL--
         EXT. WOODS - NATURAL ARCHWAY/STREAM - DAY
         LRRH enters an archway that frames the entrance into the
         woods.
                         LRRH
          INTO THE WOODS TO GRANDMOTHER'S
          HOUSE.../ INTO THE WOODS TO
          GRANDMOTHER'S HOUSE...
                         20


         INTERCUTTING: THE BAKER entering the same archway; CINDERELLA
         crossing a stream; and LRRH weaving her way down a gully.
          CINDERELLA/BAKER/LRRH
          THE WAY IS CLEAR,/ THE LIGHT IS GOOD./
          I HAVE NO FEAR,/ NOR NO ONE SHOULD./
          THE WOODS ARE JUST TREES,/ THE TREES
          ARE JUST WOOD./ NO NEED TO BE AFRAID
                         THERE--
         All THREE of them stop with sudden trepidation.
                         BAKER
          THERE'S SOMETHING IN THE GLADE THERE.
         The BAKER walks deeper into the woods.
         EXT. DIRT ROAD BY JACK'S FARMHOUSE - DAY
         The carriage carrying the STEPFAMILY crosses a small country
         bridge, then passes JACK'S MOTHER. One of the wheels turns in
         a puddle and splashes her with mud.
                         ALL
          INTO THE WOODS WITHOUT DELAY,/ BUT
          CAREFUL NOT TO LOSE THE WAY./ INTO THE
          WOODS, WHO KNOWS WHAT MAY/ BE LURKING
          ON THE JOURNEY?
         EXT. WOODS - NATURAL ARCHWAY - DAY
         JACK enters the archway into the woods with his COW.
                         ALL
          INTO THE WOODS TO GET THE THING/
          THAT MAKES IT WORTH THE JOURNEYING.
         EXT. WOODS - DAY
         VARIOUS ANGLES on each of our CHARACTERS in different
         woodland surrounds.
                         STEPS
          INTO THE WOODS
          TO SEE THE KING--
                         JACK
          TO SELL THE COW--
                         BAKER
          TO MAKE THE POTION--
         QUICK INTERCUTS between the characters:
                         ALL
          TO SEE--/ TO SELL--/ TO GET--/ TO
          BRING/ TO MAKE--/ TO LIFT--/ TO GO TO
          THE FESTIVAL--!
         The CAMERA slowly rises through the trees as the vast forest
         swallows up our intrepid travellers.
                         21


          ALL (V.O.)
          INTO THE WOODS!/ INTO THE WOODS!/ INTO
          THE WOODS,/ THEN OUT OF THE WOODS,/
          AND HOME BEFORE DARK!
         EXT. CINDERELLA'S MOTHER'S GRAVE - DAY
         A large willow tree stands tall.
          BAKER (V.O.)
          Deep within the woods, Cinderella had
          planted a branch at the grave of her
          mother. And she visited there so
          often, and wept so much, that her
          tears watered it until it had become a
          magnificent tree.
         CINDERELLA kneels in prayer.
                         CINDERELLA
          I WISH...
         She begins to cry.
         MUSIC.
         In the reflection, CINDERELLA sees the tree slowly twist and
         turn taking on the shape of her MOTHER, who looks down upon
         her.
                         C'S MOTHER
          What is it that you wish, child?
         CINDERELLA looks up to see her MOTHER in the tree.
          C'S MOTHER (CONT'D)
          DO YOU KNOW WHAT YOU WISH?/ ARE YOU
          CERTAIN WHAT YOU WISH/ IS WHAT YOU
          WANT?/ IF YOU KNOW WHAT YOU WANT,/
          THEN MAKE A WISH--/ ASK THE TREE,/ AND
          YOU SHALL HAVE YOUR WISH.
         CINDERELLA closes her eyes and makes her wish.
                        ANOTHER ANGLE
         The wind now blowing the willow tree, its LEAVES begin to
         rain down on CINDERELLA, turning gold and silver as they
         swirl around her, transforming her clothes into a beautiful
         gown.
         CINDERELLA looks down to see that she is now wearing a pair
         of shoes literally made of gold leaf. When she looks back up,
         the tree has now returned to its former shape.
                         CINDERELLA
          Thank you, Mother.
         She dashes into the woods.
                         22


         EXT. WOODS - FLOWERED PATH - DAY
         LRRH walks along the path.
          BAKER (V.O.)
          On her path to Granny's, the little
          girl suddenly found herself in a very
          unusual part of the wood.
                        WOLF'S POV
         Branches and leaves rush by in a blur. Suddenly, the CAMERA
         stops, and in the distance we see LRRH strolling down a path
         of exotic flowers as she munches on a treat. We hear HEAVY
         BREATHING. The CAMERA continues stalking its prey, moving
         closer towards LRRH through the brush.
         ANGLE on LRRH, as she continues walking and eating.
          WOLF (O.S.)
          Good day, young lady.
         She turns around and what she sees - through a CHILD'S EYES -
         is a super-slick, good-looking guy. What she doesn't notice
         is his curiously low hairline, something of a snout, and a
         tail peeking from his waistcoat.
                         LRRH
          Good day, Mr. Wolf.
                         WOLF
          Whither away so hurriedly?
                         LRRH
          To my Grandmother's.
                         WOLF
          And what might be in your basket?
                         LRRH
          It's bread for Grandmother so she'll
          have something good to make her
          strong.
                         WOLF
          And where might your Grandmother live?
                         LRRH
                         (POINTING)
          A quarter of a league further in the
          woods; her house stands inside a great
          oak tree.
         She continues on the path.
         The WOLF looks after her longingly.
                         23


                         WOLF
          MMMMH.../ UNHH.../ LOOK AT THAT
          FLESH,/ PINK AND PLUMP./ HELLO, LITTLE
          GIRL.../ TENDER AND FRESH,/ NOT ONE
          LUMP./ HELLO, LITTLE GIRL.../ THIS
          ONE'S ESPECIALLY LUSH,/ DELICIOUS...
         With inhuman speed, he manages to suddenly be back in front
         of the girl on the path.
                         WOLF (CONT'D)
          HELLO, LITTLE GIRL,/ WHAT'S YOUR
          RUSH?/ YOU'RE MISSING ALL THE
          FLOWERS./ THE SUN WON'T SET FOR
          HOURS,/ TAKE YOUR TIME.
                         LRRH
          MOTHER SAID,/ "STRAIGHT AHEAD,"/ NOT
          TO DELAY/ OR BE MISLED.
         She continues moving forward, he slithers around her. This
         WOLF has some smooth moves.
                         WOLF
          BUT SLOW, LITTLE GIRL,/ HARK! AND HUSH-
          / THE BIRDS ARE SINGING SWEETLY./
          YOU'LL MISS THE BIRDS COMPLETELY,/
          YOU'RE TRAVELLING SO FLEETLY.
         He drops behind again, thinking to himself.
                         WOLF (CONT'D)
          GRANDMOTHER FIRST,/ THEN MISS
          PLUMP.../ WHAT A DELECTABLE COUPLE./
          UTTER PERFECTION:/ ONE BRITTLE, ONE
                         SUPPLE--
         Racing ahead and then darting out from a tree.
                         WOLF (CONT'D)
          ONE MOMENT, MY DEAR--
                         LRRH
          MOTHER SAID,/ "COME WHAT MAY,/ FOLLOW
          THE PATH/ AND NEVER STRAY."
                         WOLF
          JUST SO, LITTLE GIRL--/ ANY PATH./
          SO MANY WORTH EXPLORING./ JUST ONE
          WOULD BE SO BORING./ AND LOOK WHAT
          YOU'RE IGNORING...
         He ushers LRRH off the path to a lush meadow blanketed with
         exquisite purple flowers and wild berries.
                         24


                         WOLF (CONT'D)
          (working himself up)
          THINK OF THOSE CRISP,/ AGING BONES,/
          THEN SOMETHING FRESH ON THE PALATE./
          THINK OF THAT SCRUMPTIOUS CARNALITY/
          TWICE IN ONE DAY.../ THERE'S NO
          POSSIBLE WAY/ TO DESCRIBE WHAT YOU
          FEEL/ WHEN YOU'RE TALKING TO YOUR
          MEAL!
         The WOLF picks a flower and hands it to LRRH.
                         WOLF (CONT'D)
          For Granny.
                         LRRH
          MOTHER SAID/ NOT TO STRAY./ STILL, I
          SUPPOSE,/ A SMALL DELAY--/ GRANNY
          MIGHT LIKE/ A FRESH BOUQUET.../
          Goodbye, Mr. Wolf.
                         WOLF
          Goodbye, little girl./ AND HELLO...
         The WOLF climbs to the top of a precipice where he is
         silhouetted by the red hot sun. He lets out a mighty howl.
         EXT. WOODS - FLOWERED PATH - DAY - CONTINUOUS
         LRRH goes about her business picking flowers further from her
         path.
         ANGLE ON THE BAKER who has been observing LRRH from a
         distance. Like a bat, the WITCH swings upside down from a
         tree above the BAKER:
                         WITCH
          Why are you standing there?! Go get
          the cape!
                         BAKER
          You frightened me!
         The WITCH swings to the ground.
                         WITCH
          Get it! Get it! Get it!
                         BAKER
          How am I supposed to get it?
                         WITCH
          You go up to the little thing, and you
          take it.
                         BAKER
          I can't just take a cloak from a
          little girl. Why don't you take it!
                         25


                         WITCH
          It's the rules. Why do you think I
          asked you in the first place? I'm not
          allowed to touch any of the objects!
         We suddenly hear the lilting sound of a young voice singing
         in the distance. The WITCH, almost intoxicated by her sound,
         swoons with delight. Then:
                         WITCH (CONT'D)
                         (YELLING)
          Get me what I need! Get me what I
          need!
         She wraps the cape about herself and disappears in such a
         strong blast of wind that it knocks the BAKER to the ground.
                         BAKER
          This is ridiculous!
         ANOTHER ANGLE. LRRH is picking flowers off the path, blithely
         unaware of anything else. The BAKER gets up and hurries over
         to her.
                         BAKER (CONT'D)
          Hello there little girl.
                         LRRH
          Hello, Mr. Baker.
                         BAKER
          Have you saved some of those sweets
          for Granny?
                         LRRH
          I ate all the sweets and half the loaf
          of bread.
                         BAKER
          So I see! Now tell me...where did you
          get that beautiful cape?
                         LRRH
          My Granny made it for me.
                         BAKER
          Is that right? I would love a red cape
          like that.
                         LRRH
                         (GIGGLING)
          You'd look pretty foolish.
                         BAKER
          May I take a look at it?
         He quickly unties it.
                         LRRH
          No!
                         26


         He pulls it off her back, she grabs the other side.
                         BAKER
          I need it badly.
                         LRRH
          Please -- give it back!
         They have a tug of war.
         The BAKER pulls free and runs off with the cape. LRRH stands
         there momentarily stunned, then lets out a loud scream.
         ANGLE ON THE BAKER. He stops cold, realizing what he's done,
         then runs back to LRRH and places the cape around her
         shoulders.
                         BAKER
          I'm sorry. I just wanted to make sure
          that you really loved this cape. Now
          off you go to Granny's -- and be
          careful that no wolf comes your way.
                         LRRH
          I would rather a wolf than you any
          day.
         LRRH stamps on his foot. The BAKER hops on his good foot.
                         BAKER
                         (DISTRAUGHT)
          This is hopeless. I'll never get that
          red cape or find a golden cow and a
          yellow slipper -- or was it a golden
          slipper and a yellow cow?
          WIFE (O.S.)
          THE COW AS WHITE AS MILK,/ THE CAPE AS
          RED AS BLOOD,/ THE HAIR AS YELLOW AS
          CORN,/ THE SLIPPER AS PURE AS--
         He stops in his tracks.
                         BAKER
          What are you doing here?
         The WIFE steps out from behind a thicket.
                         WIFE
          You forgot your scarf.
                         BAKER
          You shouldn't be here. It's not safe
          in these woods!
                         WIFE
          I want to help.
         She goes to tie the WOOL SCARF around his neck but he pulls
         away.
                         27


                         BAKER
          No! THE SPELL IS ON MY HOUSE--
                         WIFE
                         OUR HOUSE--
                         BAKER WIFE
         ONLY I CAN LIFT THE SPELL,/ WE MUST LIFT THE SPELL
         THE SPELL IS ON MY HOUSE--!/ TOGETHER!/ THE SPELL IS ON--
         THE SPELL IS ON--


         The two stop cold when they notice JACK and his COW coming
         down the path towards them.
                         WIFE (CONT'D)
                         (MURMURED)
          A cow as white as ...
         They look at each other.
                         BOTH
          ... milk.
         The WIFE pushes the BAKER in JACK'S direction, then follows.
                         BAKER
          Hello there, young lad.
                         JACK
          Hello, sir.
                         BAKER
          What might you be doing with a cow in
          the middle of the forest?
                         JACK
          I was heading toward market -- but
          I seem to have lost my way.
                         WIFE
                         (COACHING BAKER)
          What are you planning to do there?
                         BAKER
          And what are you planning to do there?
                         JACK
          Sell my cow, sir. No less than five
          pounds.
                         BAKER
          Five pounds!
                         (TO WIFE)
          Where are we to get five pounds?
         The WIFE moves forward to JACK as the BAKER goes through the
         pockets of his hunting jacket looking for money.
                         28


                         WIFE
          She must be generous of milk to fetch
          five pounds?
                         JACK
                         (HESITANTLY)
          Yes, ma'am.
                         WIFE
          And if you can't fetch that sum? Then
          what are you to do?
                         JACK
          I hadn't thought of that...
                         BAKER
                         (TO WIFE)
          This is all we have...
         She inspects his hand, which holds a few coins and the six
         magic beans.
                         WIFE
          (loudly, for the
          benefit of the boy)
          Beans? We mustn't give up our beans!
          Well, if you feel we must...
                         BAKER
          Huh?
                         JACK
          Beans in exchange for my cow?
                         WIFE
          Oh, these are no ordinary beans, son.
          These beans carry...magic.
                         JACK
          Magic? What kind of magic?
                         WIFE
                         (TO BAKER)
          Tell him!
         The BAKER has no idea. He makes something up.
                         BAKER
          Magic that defies description.
                         JACK
          How many beans?
                         BAKER
          Six.
                         WIFE
          Five!
                         (TO JACK)
          They're worth a pound each, at least.
                         29


                         JACK
          Could I buy my cow back someday?
                         BAKER
                         (UNEASY)
          Well ...
         The WIFE gives him a little poke.
                         WIFE
          Yes.
                         BAKER
          ...possibly. Here.
         He hands JACK the five beans, carefully dropping them one at
         a time into the boy's hand. The WIFE quickly takes the SIXTH
         BEAN and puts it in her pocket.
                         BAKER (CONT'D)
          Good luck there, young lad.
         As the BAKER takes the cow's leash, JACK wraps his arms
         around the bony animal.
                         JACK
          One day, I'll buy you back -- Promise!
         JACK kisses the cow. The BAKER looks to his WIFE guiltily.
         Overcome with emotion, JACK runs back into the woods.
                         BAKER
          Take the cow and go home!
                         WIFE
          I was just trying to help.
                         BAKER
          Magic beans! We've no reason to
          believe they're magic! Are we going to
          dispel this curse through deceit?
                         WIFE
          No one would have given him more for
          this creature. We did him a favor. At
          least they'll have some food.
                         BAKER
          Five beans?!
                         WIFE
          Do we want a child or not?
                         BAKER
          Of course. But...
                         WIFE
          We have one chance. Don't you see
          that? And if we fail...
                         30


                         BAKER
          I'm just not sure I'm cut out to be a
          father.
                         WIFE
          Why do you say that?
                         BAKER
          Because of my father.
                         WIFE
          You're not him.
                         BAKER
          I don't know...
                         WIFE
          If you can't do this for yourself,
          can't you at least do it for me?
                         BAKER
          All right. You take the cow and go
          home. I'll find the rest of the
          things. On my own.
         The BAKER walks away.
         EXT. WOODS - DAY
         RAPUNZEL'S PRINCE glides through the woods on a white stead.
         It's difficult to say who is more beautiful, the PRINCE or
         the HORSE. From the corner of his eye he notices something in
         the distance. He slows down and circles back, and HEARS the
         melodious singing of RAPUNZEL. He dismounts and slips through
         the brush to see:
         EXT. WOODS - RAPUNZEL'S TOWER - DAY


                        R-PRINCE POV
         An exquisite tower, surrounded by a thicket of tall rose
         bushes, with no entryway, just a lone window at its peak. At
         the bottom of the tower, the WITCH looks upward:
                         WITCH
          Rapunzel. Rapunzel. Let down your hair
          to me.
         The PRINCE, hiding within the brush.
                         R'S PRINCE
          (savoring the name)
          Rapunzel...
         At the window, the gorgeous young blonde girl, RAPUNZEL
         proceeds to lower the longest stretch of hair you've ever
         seen. The WITCH scales up the tower. (This causes more than a
         little discomfort for RAPUNZEL.)
                         31


          BAKER (V.O.)
          The old enchantress had given the name
          Rapunzel to the child she had hidden
          away and locked in a a doorless tower.
          But little did she know that the
          girl's lilting voice had caught the
          attention of a handsome Prince."
                         R'S PRINCE
          Rapunzel...
         The PRINCE dashes back to his horse and gallops off.
         The WITCH arrives at the window.
                         WITCH
          Don't you look lovely today, my dear.
                         RAPUNZEL
          Thank you, Mother.
                         WITCH
          I brought your favorite. Blackberries,
          fresh from the garden.
         EXT. GRANNY'S HOUSE - DAY
         LRRH walks over a rickety bridge that spans a brook. She
         stops and stares at the cottage which is built into a large
         OAK TREE.
          BAKER (V.O.)
          As the little girl approached her
          Granny's oak tree, she was surprised
          to see the door standing open.
                         LRRH
          Oh dear, how uneasy I feel. Perhaps
          it's all the sweets.
         INT. GRANNY'S HOUSE - DAY
         LRRH makes her way down a curved staircase in the house. She
         sees the CURTAINS drawn around her GRANNY'S BED and, behind
         them, the SILHOUETTE of what "looks like" GRANNY.
                         LRRH
          Granny?
                         WOLF
          (In a granny voice)
          Come in, my deary.
         LRRH moves towards the bed with trepidation and slowly pulls
         back the curtain. The WOLF is revealed, lying under the
         covers, dressed in GRANNY'S nightcap and robe.
                         32


                         LRRH
          My, Grandmother. You're looking very
          strange. What big ears you have!
                         WOLF
          The better to hear you with, my dear.
         The handsome WOLF flashes a smile that reveals a set of
         gleaming white FANGS.
         EXT. GRANNY'S HOUSE - DAY
         The BAKER crosses the bridge and heads towards the cottage.
         He suddenly hears LRRH scream. Nervously he pulls the knife
         from his belt.
          BAKER (V.O.)
          And with a single bound, the wolf had
          devoured the little girl. Well, it
          was a full day of eating for both.
         INT. GRANNY'S HOUSE - DAY - CONTINUOUS
         The BAKER enters and hears a loud SNORE. Brandishing the
         knife, he moves towards the bed where he sees the WOLF
         DRESSED AS GRANNY, sound asleep, a piece of the red cloth
         sticking out of it's mouth.
         Squeamishly, he pulls back the sheet to see the WOLF'S
         SWOLLEN STOMACH. He raises his knife and as he brings it
         slashing down we hear a loud HOWL from the WOLF.
          CUT TO BLACK
         EXT. GRANNY'S HOUSE - DAY - LATER
         FADE UP ON THE BAKER, clearly shaken, leaving the cottage and
         walking away.
                         BAKER
          I can't believe I just did that.
         LRRH and GRANNY appear at the doorway behind him.
                         LRRH
                         (CALLING)
          Wait!
                         GRANNY
          Aren't you going to help us skin that
          beast?
                         BAKER
          No thanks!
                         GRANNY
          What kind of hunter are you?
                         BAKER
          I'm a baker.
                         33


         GRANNY gives him a disdainful look and goes back into the
         house. LRRH in her cape runs after the BAKER as he approaches
         the rickety bridge.
                         LRRH
          Wait a minute. I never thanked you.
                         BAKER
          You need to be more careful, young
          lady.
                         LRRH
          I'm sorry. I should have known better.
          MOTHER SAID,/ "STRAIGHT AHEAD,"/ NOT
          TO DELAY/ OR BE MISLED./ I SHOULD HAVE
          HEEDED/ HER ADVICE.../ BUT HE SEEMED
          SO NICE.
          AND HE SHOWED ME THINGS,/ MANY
          BEAUTIFUL THINGS,/ THAT I HADN'T
          THOUGHT TO EXPLORE./ THEY WERE OFF MY
          PATH,/ SO I NEVER HAD DARED./ I HAD
          BEEN SO CAREFUL/ I NEVER HAD CARED./
          AND HE MADE ME FEEL EXCITED--/ WELL,
          EXCITED AND SCARED.
         LRRH relives her nightmare.
         INT. GRANNY'S HOUSE - DAY - NIGHTMARE
         LRRH walks down the staircase towards GRANNY'S bed. She sees
         the WOLF'S silhouette through the bed curtains.
          LRRH (V.O.) (CONT'D)
          WHEN HE SAID "COME IN!"/ WITH THAT
          SICKENING GRIN,/ HOW COULD I KNOW WHAT
          WAS IN STORE?/ ONCE HIS TEETH WERE
          BARED,/ THOUGH, I REALLY GOT SCARED--/
          WELL, EXCITED AND SCARED./
         LRRH grabs hold of the bed curtains and pulls them around
         herself.
         INT. THE WOLF'S BELLY - NIGHTMARE
         LRRH falls down a dark cavernous void.
          LRRH (V.O.) (CONT'D)
          BUT HE DREW ME CLOSE /AND HE SWALLOWED
          ME DOWN,/ DOWN A DARK, SLIMY PATH/
          WHERE LIE SECRETS THAT I NEVER WANT TO
          KNOW,/
         She lands and sees a blurry form in the distance before
         realizing it is GRANNY.
          LRRH (V.O.) (CONT'D)
          AND WHEN EVERYTHING FAMILIAR/ SEEMED
          TO DISAPPEAR FOREVER,/ AT THE END OF
          THE PATH/ WAS GRANNY ONCE AGAIN.
                         34


         GRANNY reaches out her arms blindly until the two are united
         in a warm embrace.
          LRRH (V.O.) (CONT'D)
          SO WE LAY IN THE DARK/ TILL YOU CAME
          AND SET US FREE,
         LRRH POV -- A crack of light widens until it's clear that she
         is seeing a KNIFE opening the WOLF'S STOMACH that creates the
         blinding light. The BAKER'S EYE peeks through the slit.
          LRRH (V.O.) (CONT'D)
          AND YOU BROUGHT US TO THE LIGHT,
         LRRH reaches for the BAKER...
         EXT. GRANNY'S HOUSE - DAY
         ...the BAKER takes her hand.
                         LRRH
          AND WE'RE BACK AT THE START.
         She continues her story.
                         LRRH (CONT'D)
          AND I KNOW THINGS NOW,/ MANY VALUABLE
          THINGS,/ THAT I HADN'T KNOWN BEFORE:/
          DO NOT PUT YOUR FAITH/ IN A CAPE AND A
          HOOD,
         She takes off her cape.
                         LRRH (CONT'D)
          THEY WILL NOT PROTECT YOU/ THE WAY
          THAT THEY SHOULD./ AND TAKE EXTRA CARE
          WITH STRANGERS--/ EVEN FLOWERS HAVE
          THEIR DANGERS./ AND THOUGH SCARY IS
          EXCITING,/ NICE IS DIFFERENT THAN
          GOOD.
          Mr. Baker. You saved our lives. Here.
         LRRH hands him the cape.
                         BAKER
          Are you certain?
                         LRRH
          Yes. Maybe Granny will make me another
          with the skins of the wolf.
                         BAKER
          Thank you. Thank you!
         Impulsively he gives her a kiss on the cheek and as he
         leaves, the girl wipes it off.
                         LRRH
          Yuck!
                         35


         She makes her way back to GRANNY'S.
                         LRRH (CONT'D)
                         (TO HERSELF)
          NOW, I KNOW:/ DON'T BE SCARED./ GRANNY
          IS RIGHT,/ JUST BE PREPARED./ ISN'T IT
          NICE TO KNOW A LOT?/ AND A LITTLE BIT
          NOT...
         EXT. JACK'S FARMHOUSE - TWILIGHT
         Having just greeted JACK on his return, his MOTHER stares at
         the beans he has just handed her.
                         JACK'S MOTHER
                         (DESPAIRING)
          How could you do this? What sort of
          boy would exchange a cow for beans?
                         JACK
          But they're magic -- the man said --
                         JACK'S MOTHER
          Get your head out of the clouds!
         She angrily THROWS the beans to the ground.
                         JACK
          Mother -- no!
         She turns to grab JACK'S ear, failing to see the electric
         sparks that flare when the beans strike the ground.
         INT. JACK'S FARMHOUSE - TWILIGHT - CONTINUOUS
         Dragging him up to the hayloft and pushing him on to his cot.
                         JACK'S MOTHER
          You and your worthless adventures!
          Will you never learn, Jack?! To bed
          without supper for you!
         She storms away. JACK lies on his bed bereft. He sees his
         sling on the floor and picks it up cradling it as he closes
         his eyes.
         THE CAMERA travels to a hole in the wall and looks below to
         see five bean stalks already growing and intertwining,
         quickly reaching skyward.
         EXT. KING'S CASTLE - NIGHT
         WIDE SHOT. Sitting on a hilltop surrounded by the woods on
         all sides, a magical and ageless castle sits aglow. A huge
         FULL MOON hangs in the sky, but there's already the slither
         of a SHADOW beginning to cross its face.
         We hear MUSIC in the background along with the jovial sounds
         of the ball.
                         36


          BAKER (V.O.)
          The first night of the festival ball
          brought Cinderella her wish. The
          Prince danced only with her, `til he
          turned and she had slipped away.
         Suddenly CINDERELLA in her ball-gown rushes out of a back
         entrance and onto the terrace disappearing around a corner.
         ANOTHER ANGLE - THE STEPS
         She descends a long stretch of ancient stone steps that lead
         to the outside grounds.
         ANOTHER ANGLE - CONTINUOUS
         She appears running down a garden path below and into the
         woods. A beat later, CINDERELLA'S PRINCE, dashes out on to a
         drawbridge where he spots CINDERELLA below. He is tall, dark
         and impossibly handsome. His STEWARD and other attendants
         join him.
                         C'S PRINCE
          I must find that girl!
         EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT
         The BAKER'S WIFE is trying to find her way back to the
         village, pulling an obstinate MILKY-WHITE on a leash behind
         her. We see a piece of the castle in the distance.
         We TRACK CINDERELLA racing through the brush -- not an easy
         feat in a ball gown and gold slippers. We hear VOICES in the
         distance and the NEIGHING OF HORSES. CINDERELLA stumbles on a
         knoll, loses her footing and rolls over and over to the
         bottom landing with a spectacular THUD just yards from the
         WIFE.
                         WIFE
          Are you alright, miss?
                         CINDERELLA
                         (STARTLED)
          Yes. I just need to catch my breath.
                         WIFE
          What a beautiful gown you're wearing.
          Were you at the King's Festival?
         CINDERELLA, preoccupied, collects herself so she can continue
         on her way.
                         CINDERELLA
          Yes.
                         WIFE
          Aren't you the lucky one. Why ever are
          you in the woods at this hour?
         We hear the PRINCE'S ENTOURAGE approaching.
                         37


          STEWARD (O.S.)
          This way!
                         CINDERELLA
          Please. Don't let them know I'm here.
         She quickly hides herself in the brush. The WIFE turns around
         and looks to the top of the rise to see C-PRINCE on a black
         stallion, with his STEWARD and ATTENDANTS in tow. He calls
         down to the WIFE.
                         C'S PRINCE
          Have you seen a beautiful young woman
          in a ball gown pass through?
                         WIFE
          (Breathless as she
                         BOWS)
          I don't think so, sir.
                         STEWARD
                         (POINTING)
          If I may, my lord, I think I see her
          over there.
         The ENTOURAGE races off and CINDERELLA reappears and sits,
         catching her breath.
                         WIFE
          I've never lied to royalty before.
          I've never anything to royalty before!
                         CINDERELLA
          Thank you.
                         WIFE
          If a prince were looking for me, I
          certainly wouldn't hide.
                         CINDERELLA
          Well, what brings you here -- and with
          a cow?
                         WIFE
          Oh, my husband's somewhere in the
          woods.
                         (WITH PRIDE)
          He's undoing a spell.
                         CINDERELLA
                         (IMPRESSED)
          Oh?
                         WIFE
          Oh, yes. But tell me, the Prince, what
          was he like?
                         CINDERELLA
          HE'S A VERY NICE PRINCE.
                         38


                         WIFE
          AND?
                         CINDERELLA
          AND--/ IT'S A VERY NICE BALL.
                         WIFE
          AND?
                         CINDERELLA
          AND--/ WHEN I ENTERED, THEY TRUMPETED.
                         WIFE
          AND--?/ THE PRINCE--?
                         CINDERELLA
          OH, THE PRINCE...
                         WIFE
          YES, THE PRINCE!
                         CINDERELLA
          WELL, HE'S TALL.
         The WIFE sits down next to CINDERELLA admiring her dress as
         they chat.
                         WIFE
          IS THAT ALL?/ DID YOU DANCE?/ IS HE
          CHARMING?/ THEY SAY THAT HE'S
          CHARMING.
                         CINDERELLA
          WE DID NOTHING BUT DANCE.
                         WIFE
          YES--? AND--?
                         CINDERELLA
          AND IT MADE A NICE CHANGE.
                         WIFE
          NO, THE PRINCE!
                         CINDERELLA
          OH, THE PRINCE...
                         WIFE
          YES, THE PRINCE.
                         CINDERELLA
          HE HAS CHARM FOR A PRINCE, I GUESS...
                         WIFE
          GUESS?
                         CINDERELLA
          I DON'T MEET A WIDE RANGE.
          AND IT'S ALL VERY STRANGE.
                         39


                         WIFE
          But why would you run away?
                         CINDERELLA
          It's not quite what I expected.
                         WIFE
          Princes, castles, gowns...
                         CINDERELLA
          I have no experience with those
          things.
         We hear the far off CHIMES OF MIDNIGHT from the castle.
                         WIFE
          But you will return to the Festival
          tomorrow eve?
                         CINDERELLA
          Yes... No... I don't know...
                         WIFE
          You don't know? What I wouldn't give
          to be in your shoes.
          (looking to her
                         SHOES)
          ...I mean your slippers.
                         (EXCITED)
          As pure as gold?
                         CINDERELLA
          I must get home.
         CINDERELLA runs off.
                         WIFE
          Wait! I need your shoes!
         The WIFE goes after CINDERELLA but then hears a distant COW
         MOAN. She turns around to discover that MILKY-WHITE has taken
         off.
                         WIFE (CONT'D)
          Milky-White!
         The WITCH appears from nowhere.
                         WITCH
          One midnight gone!
                         WIFE
          Already?!
                         WITCH
          Get that cow!
         The WIFE takes off after the cow as the CAMERA RISES above
         tree level. The BLUE SHADOW has moved a little further across
         the face of the MOON.
                         40


         EXT. JACK'S FARMHOUSE - THE NEXT DAY - DAYBREAK
         A STRAGGLY ROOSTER crowing, the sun cutting across its path.
         INT. JACK'S FARMHOUSE - DAYBREAK - CONTINUOUS
         JACK'S MOTHER is woken by the rooster crow to find something
         ticking her nose.
         She opens her eyes, brushing the "something" away -- then
         sees that it's a huge LEAF pushing in through an open slat in
         the wall.
         EXT. JACK'S FARMHOUSE - DAYBREAK - EXTREME WIDE SHOT
         The cottage, now dwarfed by a giant BEANSTALK. JACK'S MOTHER,
         a tiny figure from this distance, comes running out of the
         house, takes one look at the giant plant and screams.
         EXT. WOODS - TALL TREES - DAY
         Various angles of JACK, running feverishly through the woods
         in search of the BAKER. He carries a huge sack of LARGE-SIZED
         COINS over his back. He occasionally calls out: "Mr. Baker!"
         The BAKER, peacefully asleep is curled up in a large root,
         clutching the red cape like it was his blankie. Suddenly JACK
         leaps from atop calling his name and waking him.
                         JACK
                         (SHOUTING)
          Mr. Baker! Mr. Baker!
                         BAKER
                         (HALF ASLEEP)
          What?
                         JACK
          Good fortune! Good fortune, sir! Look
          what I have! Five gold pieces.
                         BAKER
                         (SKEPTICAL)
          How would you come by five gold
          pieces?!
                         JACK
          THERE ARE GIANTS IN THE SKY!/ THERE
          ARE BIG TALL TERRIBLE GIANTS IN THE
          SKY!
         JACK throws him the bag and begins to scale up the root of
         the tree.
                         JACK (CONT'D)
          WHEN YOU'RE WAY UP HIGH AND YOU LOOK
          BELOW/ AT THE WORLD YOU'VE LEFT AND
          THE THINGS YOU KNOW,/ LITTLE MORE THAN
          A GLANCE IS ENOUGH TO SHOW/ YOU JUST
          HOW SMALL YOU ARE.
                         (MORE)
                         41


                         JACK (CONT'D)
          WHEN YOU'RE WAY UP HIGH AND YOU'RE ON
          YOUR OWN/ IN A WORLD LIKE NONE THAT
          YOU'VE EVER KNOWN,/ WHERE THE SKY IS
          LEAD AND THE EARTH IS STONE,
         EXT. BEANSTALK - DAY - FLASHBACK
         JACK is now climbing the BEANSTALK.
          JACK (V.O.)
          YOU'RE FREE TO DO/ WHATEVER PLEASES
          YOU,/ EXPLORING THINGS YOU'D NEVER
          DARE/ 'CAUSE YOU DON'T CARE,/ WHEN
                         SUDDENLY THERE'S
         EXT. WOODS - DAY - PRESENT
         JACK is half-way up the tree with the BAKER below.
                         JACK
          A BIG TALL TERRIBLE GIANT AT THE DOOR.
                         BAKER
          A giant?
                         JACK
          A BIG TALL TERRIBLE LADY GIANT
          SWEEPING THE FLOOR./ AND SHE GIVES YOU
          FOOD/ AND SHE GIVES YOU REST,/ AND SHE
          DRAWS YOU CLOSE/ TO HER GIANT BREAST,/
         JACK (in the tree).
                         JACK (CONT'D)
          AND YOU KNOW THINGS NOW THAT YOU NEVER
          KNEW BEFORE,/ NOT TILL THE SKY.
         The BAKER listens intently.
                         JACK (CONT'D)
          ONLY JUST WHEN YOU'VE MADE A FRIEND
          AND ALL,/ AND YOU KNOW SHE'S BIG BUT
          YOU DON'T FEEL SMALL,/ SOMEONE BIGGER
          THAN HER COMES ALONG THE HALL/ TO
          SWALLOW YOU FOR LUNCH.
          AND YOUR HEART IS LEAD AND YOUR
          STOMACH STONE/ AND YOU'RE REALLY
          SCARED BEING ALL ALONE,/ AND IT'S THEN
          THAT YOU MISS ALL THE THINGS YOU'VE
          KNOWN/ AND THE WORLD YOU'VE LEFT AND
          THE LITTLE YOU OWN.
         EXT. BEANSTALK - DAY - FLASHBACK
         JACK scurries down the BEANSTALK, with the large SACK OF
         COINS over his shoulder, occasionally looking up to see if he
         is being followed.
          JACK (V.O.)
          THE FUN IS DONE./ YOU STEAL WHAT YOU
          CAN AND RUN!
                         (MORE)
                         42


          JACK (V.O.) (CONT'D)
          AND YOU SCRAMBLE DOWN/ AND YOU LOOK
          BELOW,/ AND THE WORLD YOU KNOW/ BEGINS
                         TO GROW:
         EXT. WOODS - DAY - PRESENT
         JACK looks down to the BAKER.
                         JACK
          THE ROOF, THE HOUSE, AND YOUR MOTHER
          AT THE DOOR./ THE ROOF, THE HOUSE, AND
          THE WORLD YOU NEVER THOUGHT TO
          EXPLORE./ AND YOU THINK OF ALL OF THE
          THINGS YOU'VE SEEN./ AND YOU WISH THAT
          YOU COULD LIVE IN BETWEEN,/
         JACK now scurries down the tree.
                         JACK (CONT'D)
          AND YOU'RE BACK AGAIN,/ ONLY DIFFERENT
          THAN BEFORE,/ AFTER THE SKY.
          THERE ARE GIANTS IN THE SKY!/ THERE
          ARE BIG TALL TERRIBLE AWESOME SCARY/
          WONDERFUL GIANTS IN THE SKY!
         JACK jumps from the tree and lands in front of the BAKER. He
         up-ends the sack and dumps the five gold coins on the ground.
                         JACK (CONT'D)
          So, here's your money, sir! Five gold
          pieces. Where is my Milky-White?
                         BAKER
                         (HESITANTLY)
          Milky-White is back home with my wife.
                         JACK
          Let's go find them!
         JACK grabs the BAKER and excitedly tries to pull him along.
                         BAKER
          Wait a minute! I'm not sure I want to
          sell.
                         JACK
          But you said I could buy her back. Do
          you want more money?
                         BAKER
          No, no, no! It's not that--
                         JACK
                         (IGNORING HIM)
          You keep that. I'll fetch some more.
                         BAKER
          Wait. I didn't say--
         But JACK doesn't wait to listen. Taking the EMPTY SACK, he
         runs off excitedly.
                         43


                         BAKER (CONT'D)
          Hey, come back!
         EXT. WOODS - TALL TREES - DAY - CONTINUOUS
         The BAKER follows after JACK and collides into his WIFE,
         dropping his satchel and revealing the red cape. He hides the
         money sack.
                         BAKER
          What are you doing here?
                         WIFE
          Well...
         She doesn't want to tell him she's lost MILKY-WHITE.
                         WIFE (CONT'D)
          I see you've got the red cape!
                         BAKER
          Yes. I've got the cape. Only two items
          left.
                         WIFE
                         (SHEEPISH)
          Three.
                         BAKER
          Two. We've the cape and the cow.
                         WIFE
                         (FAKED ENTHUSIASM)
          You've the cape...
                         BAKER
          What have you done with the cow?!
                         WIFE
          She ran away. I never reached home.
          I've been looking for her all night.
                         BAKER
                         (ANGRY)
          How could you?
                         WIFE
          She might just as easily have run from
          you!
                         BAKER
          But she didn't!
                         WIFE
          BUT SHE MIGHT HAVE!
                         BAKER
          BUT SHE DIDN'T!!!
          WITCH (O.S.)
          WHO CARES!
                         44


         The WITCH appears in the tree directly above them.
                         WITCH (CONT'D)
          THE COW IS GONE! GET IT BACK! GET IT
          BACK!!!
                         BAKER
          We were just going to do that. Here.
         He climbs towards her with the cape.
                         BAKER (CONT'D)
          You can have this--
                         WITCH
          DON'T COME NEAR ME WITH THAT, FOOL!! I
          can't touch it! By midnight tomorrow
          bring me the items or that child you
          wish for will never see the light of
          day!
         With a grand sweep of her cape, the WITCH throws off dirt and
         muck over the BAKER and the BAKER'S WIFE as she disappears
         into a cloud of dust.
         The BAKER wipes dirt from his mouth.
                         BAKER
          I don't like that woman.
                         WIFE
          I'm sorry I lost the cow.
                         BAKER
          I shouldn't have yelled.
          (firmly but kindly)
          Go back to the village. I will make
          things right. And then we can just go
          about our life. No more witches or dim-
          witted boys or hungry little girls.
         The BAKER'S WIFE starts to speak.
                         BAKER (CONT'D)
          GO!, please -- go.
         She goes.
         EXT. WOODS - PINE FOREST - DAY
         WIDE SHOT. We hear the hoofbeats of horses coming from both
         directions. Crossing the frame and each other are
         CINDERELLA'S PRINCE on his BLACK stallion and RAPUNZEL'S
         PRINCE on his WHITE steed. They pass out of the frame. After
         a few beats, they return trotting, meeting in the middle.
                         R'S PRINCE
          Good brother. I was wondering where
          you'd gone.
                         45


                         C'S PRINCE
          I have been looking all night for her.
                         R'S PRINCE
          Her?
                         C'S PRINCE
          The beautiful one I danced the evening
          with.
                         R'S PRINCE
          Where did she go?
                         C'S PRINCE
          Disappeared, like the fine morning
          mist.
                         R'S PRINCE
          She was lovely?
                         C'S PRINCE
          The loveliest.
         They dismount and walk their horses through the forest.
                         R'S PRINCE
          I am not certain of that! I must
          confess, I too have found a lovely
          maiden. She lives here in the woods.
                         C'S PRINCE
                         (INCREDULOUS)
          The woods?
         In the background we see the WIFE, who has wandered by on her
         way back home. She stops to EAVESDROP on the PRINCES.
                         R'S PRINCE
          Yes! In the top of a tall tower that
          has no door or stairs.
                         C'S PRINCE
          Where?
                         R'S PRINCE
          Two leagues from here, due east, just
          beyond the mossy knoll near the rose
          thickets.
                         C'S PRINCE
          And how do you manage a visit?
                         R'S PRINCE
          I stand beneath her tower and say,
          "Rapunzel, Rapunzel, let down your
          hair to me." And then she lowers the
          longest, most beautiful head of hair -
          yellow as corn - which I climb.
         The WIFE is thrilled by this news, and runs off.
                         46


                         C'S PRINCE
          Rapunzel, Rapunzel! What kind of name
          is that? You jest! I have never heard
          of such a thing.
                         R'S PRINCE
          I speak the truth! She is as true as
          your maiden. A maiden running from a
          prince? None would run from us.
                         C'S PRINCE
          Yet one has.
         The PRINCES lead their horses to a stream that cascades into
         a magnificent waterfall.
          C'S PRINCE (CONT'D)
          DID I ABUSE HER/ OR SHOW HER DISDAIN?/
          WHY DOES SHE RUN FROM ME?/ IF I SHOULD
          LOSE HER,/ HOW SHALL I REGAIN/ THE
          HEART SHE HAS WON FROM ME?
          AGONY--!/ BEYOND POWER OF SPEECH./
          WHEN THE ONE THING YOU WANT/ IS THE
          ONLY THING OUT OF YOUR REACH.
                         R'S PRINCE
          HIGH IN HER TOWER,/ SHE SITS BY THE
          HOUR,/ MAINTAINING HER HAIR./ BLITHE
          AND BECOMING,/ AND FREQUENTLY HUMMING/
          A LIGHTHEARTED AIR:/ "AH-AH-AH-AH-AH-
                         AHAH--"
          AGONY--!/ FAR MORE PAINFUL THAN
          YOURS,/ WHEN YOU KNOW SHE WOULD GO
          WITH YOU,/ IF THERE ONLY WERE DOORS.
                         BOTH
          AGONY!/ OH THE TORTURE THEY TEACH!
                         R'S PRINCE
          WHAT'S AS INTRIGUING--
                         C'S PRINCE
          OR HALF SO FATIGUING--
                         BOTH
          AS WHAT'S OUT OF REACH?
         C-PRINCE studies his reflection in the water.
                         C'S PRINCE
          AM I NOT SENSITIVE, CLEVER,/ WELL-
          MANNERED, CONSIDERATE,/ PASSIONATE,
          CHARMING,/ AS KIND AS I'M HANDSOME,/
          AND HEIR TO A THRONE?
                         R'S PRINCE
          YOU ARE EVERYTHING MAIDENS COULD WISH
          FOR!
                         C'S PRINCE
          THEN WHY NO--?
                         47


                         R'S PRINCE
          DO I KNOW?
                         C'S PRINCE
          THE GIRL MUST BE MAD.
         The R-PRINCE scales a hanging vine as if it were RAPUNZEL'S
         hair.
                         R'S PRINCE
          YOU KNOW NOTHING OF MADNESS/ TILL
          YOU'RE CLIMBING HER HAIR/ AND YOU SEE
          HER UP THERE/ AS YOU'RE NEARING HER,/
          ALL THE WHILE HEARING HER,/ "AH-AH-AH-
                         AH-AH-AH-AH-AH-AH-AH--"
                         BOTH
          AGONY!
                         C'S PRINCE
          MISERY!
                         R'S PRINCE
          WOE!
                         BOTH
          THOUGH IT'S DIFFERENT FOR EACH.
                         C'S PRINCE
          ALWAYS TEN STEPS BEHIND--
                         R'S PRINCE
          ALWAYS TEN FEET BELOW--
                         BOTH
          AND SHE'S JUST OUT OF REACH./ AGONY/
          THAT CAN CUT LIKE A KNIFE!
          I MUST HAVE HER TO WIFE.
         PULL BACK to reveal the PRINCES side by side on a precipice,
         overlooking the distant castle.
         EXT. RAPUNZEL'S TOWER - NIGHT
         The BAKER'S WIFE fights her way through a thicket. Her
         clothes are now ratty, her face scratched - but she
         approaches the tower with trepidation.
                         WIFE
          Rapunzel, Rapunzel? Let your hair down
          to me.
         The window at the top of the tower opens and RAPUNZEL sticks
         out her head looking downward. The WIFE hides to the side.
                         RAPUNZEL
                         (DUBIOUS)
          Is that you at this hour, my Prince?
                         48


                         WIFE
          (in her best princely
                         BASS VOICE)
          Yes.
         RAPUNZEL thinks about it for a moment, then lowers her hair.
         The WIFE approaches it gingerly.
                         WIFE (CONT'D)
          Excuse me for this.
         She takes a fist full of hair and gives it a pull. Nothing.
         She tries once again, this time with more force eliciting a
         little yelp from RAPUNZEL. Finally, she holds on to the hair
         and just starts running away from the tower as fast as she
         can. We hear RAPUNZEL yell as the WIFE succeeds in pulling
         some of the hair from her head.
         EXT. PATHWAY TO THE CASTLE - NIGHT - CONTINUOUS
         Cinderella flees the castle.
          BAKER (V.O.)
          As the Baker's Wife bolted from the
          tower, the second night of the
          festival was thrown into chaos when
          Cinderella once again ran from the
          Prince.
         While the BAKER'S WIFE continues to run away from Rapunzel's
         tower, in the distance she sees a flutter of gold moving
         through the moonlit trees. CINDERELLA? She changes course in
         pursuit.
         SERIES OF SHOTS with MUSIC
         CLOSE-UP on CINDERELLA'S SHOES as they make their way through
         wooded path.
         ANGLE ON THE WIFE as she races towards them in pursuit.
         The WIFE catches up with CINDERELLA and tackles her to the
         ground, CINDERELLA'S slipper falling off. They both dive for
         the slipper, when an approaching noise catches the WIFE'S
         attention.
          C'S PRINCE (O.S.)
          Over here!
         CLOSE-UP on the shoe as CINDERELLA snatches it from the
         ground. CINDERELLA rushes off.
         The WIFE stares frozen in horror as the PRINCE'S HORSE races
         towards her. She lets out a scream and the horse stops short,
         rearing up. The STEWARD'S horse charges off the path into
         thickets.
          C'S PRINCE (CONT'D)
          Who is she? Where did she go?
                         49


                         WIFE
                         (BOWING)
          I have no idea, sir.
                         C'S PRINCE
          Don't play the fool, woman!
                         WIFE
          I was trying to hold her here for
          you...
                         C'S PRINCE
          I can capture my own damsel, thank
          you.
                         WIFE
          Yes, of course.
         The STEWARD returns, covered in burrs and looking none too
         happy.
                         STEWARD
          No sign of her, my liege.
                         C'S PRINCE
          Well, what are you waiting for? See if
          you can find her.
         The STEWARD rides off. The PRINCE pauses. The ultimate
         seducer, he gives the WIFE the once over.
          C'S PRINCE (CONT'D)
          The woods can be a dangerous place...
         She nods to him, out of her depth. He gallops off.
         EXT. WOODS - TALL TREES - NIGHT
         The BAKER searches for MILKY-WHITE along a large PATHWAY,
         disheveled and exhausted.
                         BAKER
          Moo... Moo......
         He HEARS sounds off in the distance.
                        BAKER'S POV
         The STEPFAMILY'S carriage is passing through a large hollowed
         opening in the base of a huge tree.
         We can hear the STEPSISTERS bickering, their blonde hair
         bobbing animatedly.
                        ANOTHER ANGLE
         The BAKER stands in the middle of the pathway, flagging down
         the carriage. He pulls an ear of corn from his satchel. As
         the carriage slows, he hops on the sideboard.
                         50


                         BAKER (CONT'D)
          Please, if you would be so kind, may I
          compare this ear of corn with your
          hair?
         The STEPSISTERS scream.
          LUCINDA AND FLORINDA
                         (OVERLAPPING)
          Don't touch us! Get away! How dare
          you!
                         STEPMOTHER
          Mongrel!
          (to the driver)
          Carry on!
         She pushes the BAKER off the carriage and he somersaults
         backwards into the brush.
         The CARRIAGE speeds off. Deflated, the BAKER picks himself
         off the path and sits on what he thinks is a white rock.
         There is a muffled "Moo..." He jumps up realizing he's been
         SITTING on the cow.
                         BAKER
          Milky-White!
         He hears something and hides behind a BUSH. Then, seeing it
         is his WIFE, he steps out.
                         BAKER (CONT'D)
          I thought you were returning home!
         The WIFE screams in fright. Then she recognizes him.
                         WIFE
          Oh! It's you! And you've the cow!
         She runs to MILKY-WHITE.
                         BAKER
                         (BRAGGADOCIO)
          Yes. I've the cow. We've two of the
          four.
                         WIFE
          Three.
                         BAKER
          Two.
                         WIFE
          Three!
         She shows him the braid of hair around her neck.
                         WIFE (CONT'D)
          Compare this to your corn.
         He does and it's a perfect match.
                         51


                         BAKER
          Where did you find it?
                         WIFE
                         (FALSE MODESTY)
          I pulled it from a maiden in a tower.
                         BAKER
          Three!
                         WIFE
          And I almost had the fourth, but she
          got away.
                         BAKER
          We've one entire day left. Surely we
          can locate the slipper by then.
                         WIFE
          We? You mean you're going to let me
          stay with you?
                         BAKER
          Well...perhaps it will take the two of
          us to have this child.
                         WIFE
          YOU'VE CHANGED./ YOU'RE DARING./
          YOU'RE DIFFERENT IN THE WOODS./ MORE
          SURE,/ MORE SHARING./ YOU'RE GETTING
          US THROUGH THE WOODS.
          IF YOU COULD SEE--/ YOU'RE NOT THE MAN
          WHO STARTED,/ AND MUCH MORE OPEN-
          HEARTED/ THEN I KNEW/ YOU TO BE.
                         BAKER
          IT TAKES TWO./ I THOUGHT ONE WAS
          ENOUGH,/ IT'S NOT TRUE:/ IT TAKES TWO
          OF US./ YOU CAME THROUGH/ WHEN THE
          JOURNEY WAS ROUGH--/ IT TOOK YOU./ IT
          TOOK TWO OF US.
          IT TAKES CARE,/ IT TAKES PATIENCE AND
          FEAR AND DESPAIR/ TO CHANGE./ THOUGH
          YOU SWEAR/ TO CHANGE,/ WHO CAN TELL IF
          YOU DO?/ IT TAKES TWO.
         He flirts with her. She pulls away, teasing him.
                         WIFE
          YOU'VE CHANGED./ YOU'RE THRIVING./
          THERE'S SOMETHING ABOUT THE WOODS./
          NOT JUST/ SURVIVING,/ YOU'RE
          BLOSSOMING IN THE WOODS.
          AT HOME I'D FEAR/ WE'D STAY THE SAME
          FOREVER./ AND THEN OUT HERE/ YOU'RE
          PASSIONATE, CHARMING, CONSIDERATE,
                         CLEVER--
                         52


                         BAKER
          IT TAKES ONE/ TO BEGIN, BUT THEN ONCE/
          YOU'VE BEGUN,/ IT TAKES TWO OF YOU./
          IT'S NO FUN,/ BUT WHAT NEEDS TO BE
          DONE/ YOU CAN DO/ WHEN THERE'S TWO OF
          YOU.
          IF I DARE,/ IT'S BECAUSE I'M BECOMING/
          AWARE/ OF US/ AS A PAIR/ OF US,/ EACH
          ACCEPTING A SHARE/ OF WHAT'S THERE.
         They move towards each other through the trees playfully.
                         BOTH
          WE'VE CHANGED./ WE'RE STRANGERS./ I'M
          MEETING YOU IN THE WOODS./ WHO MINDS/
          WHAT DANGERS?/ I KNOW WE'LL GET PAST
          THE WOODS.
          AND ONCE WE'RE PAST,/ LET'S HOPE THE
          CHANGES LAST/ BEYOND WOODS,/ BEYOND
          WITCHES AND SLIPPERS AND HOODS,/ JUST
          THE TWO OF US--/ BEYOND LIES,/ SAFE AT
          HOME WITH OUR BEAUTIFUL PRIZE,/ JUST
          THE FEW OF US.
          IT TAKES TRUST./ IT TAKES JUST/ A BIT
          MORE AND WE'RE DONE./
         They sit down next to each other at the top of a small hill
         and slide down to the bottom together.
                         BOTH (CONT'D)
          WE WANT FOUR,/WE HAD NONE./ WE'VE GOT
          THREE./ WE NEED ONE./ IT TAKES TWO.
         They kiss but their moment of romance is interrupted when a
         large GOLDEN EGG rolls down the hill between them. The WIFE
         screams.
          JACK (O.S.)
          Stop it! Stop my egg!
         The BAKER stops the egg and picks it up. JACK stumbles down
         the hill.
                         JACK (CONT'D)
          Oh, brilliant! My Milky-White. And
          the owners. And my egg!
                         BAKER
          Where did you get this?
                         JACK
          From the Giant's hen!
         The BAKER'S WIFE examines the egg.
                         WIFE
          A golden egg! I've never seen a golden
          egg.
                         JACK
          And you can have it. Along with the
          five gold pieces.
                         53


                         WIFE
          Five gold pieces?
                         JACK
          Now I'm taking my cow.
         JACK moves to MILKY-WHITE. The distant CHIMES OF MIDNIGHT
         begin to ring out from the castle.
                         BAKER JACK
                         (OVERLAPPING) (OVERLAPPING)
         Now, I never said I would But you took the five gold
         sell. pieces.


                         WIFE BAKER
         You took five gold pieces?! I didn't take, you gave.


                         WIFE
          Where are the five gold pieces?
                         JACK
          You said I could have my cow!
                         BAKER WIFE
         Now I never said you could. I You would take money before a
         said you might. child?!


                         BAKER
          No, no, no - it's not how it sounds!
                         JACK
                         (ALARMED)
          Milky-White...!
         MILKY-WHITE has begun to shake like a dashboard ornament. She
         moans, then topples over with a loud thud. Alarmed, JACK runs
         to the cow and lays his head on the animal's chest.
                         JACK (CONT'D)
                         (TEARFUL)
          Milky-White is dead!
         The BAKER looks up and sees that the SHADOW has now moved a
         third of the way across the MOON. We hear the WITCH scream:
          WITCH(O.S.)
          TWO MIDNIGHTS GONE!
         EXT. RAPUNZEL'S TOWER - DAYBREAK
         Hidden by a broken piece of WALL -- someone or something is
         watching the R-PRINCE climbing out of the window.
          BAKER (V.O.)
          When dawn broke, the Baker and his
          Wife had but one day left to reverse
          the Witch's curse. As for Rapunzel's
          Prince, he returned yet again to the
          forbidden tower.
                         54


         With RAPUNZEL smiling down, the R-PRINCE descends her hair.
         Once he has reached the bottom, she pulls her hair back in
         and closes the window.
         ANOTHER ANGLE. We discover that it's the WITCH who has been
         watching. She is not happy.
         The PRINCE mounts his horse and rides off towards a low rose
         thicket -- an easy jump.
         With a thrust of her stick, the WITCH makes the thicket shoot
         up before the PRINCE has time to act. His HORSE stops short
         and he screams as he is thrown over the horse's head into the
         thicket.
         ANGLE ON THE WITCH. She smiles at her handiwork then turns to
         stare at the top of the tower vindictively.
         INT. RAPUNZEL'S TOWER - DAY
         The WITCH threatens RAPUNZEL.
                         WITCH
          WHAT DID I CLEARLY SAY?/ CHILDREN MUST
          LISTEN.
                         RAPUNZEL
          No, no, please!
                         WITCH
          WHAT WERE YOU NOT TO DO?/ CHILDREN
                         MUST SEE--
                         RAPUNZEL
          No!
                         WITCH
          AND LEARN./ WHY COULD YOU NOT OBEY?/
          CHILDREN SHOULD LISTEN./ WHAT HAVE I
          BEEN TO YOU?/ WHAT WOULD YOU HAVE ME
          BE,/ HANDSOME LIKE A PRINCE?
          AH, BUT I AM OLD./ I AM UGLY./ I
          EMBARRASS YOU.
                         RAPUNZEL
          No!
                         WITCH
          YOU ARE ASHAMED OF ME.
                         RAPUNZEL
          No!
                         WITCH
          YOU ARE ASHAMED./ YOU DON'T
          UNDERSTAND.
                         55


                         RAPUNZEL
          I'm no longer a child. I wish to see
          the world.
                         WITCH
          DON'T YOU KNOW WHAT'S OUT THERE IN THE
          WORLD?/ SOMEONE HAS TO SHIELD YOU FROM
          THE WORLD./ STAY WITH ME.
          PRINCES WAIT THERE IN THE WORLD, IT'S
          TRUE./ PRINCES, YES, BUT WOLVES AND
          HUMANS, TOO./ STAY AT HOME./ I AM
          HOME./ WHO OUT THERE COULD LOVE YOU
          MORE THAN I?/ WHAT OUT THERE THAT I
          CANNOT SUPPLY?/ STAY WITH ME.
          STAY WITH ME,/ THE WORLD IS DARK AND
          WILD./ STAY A CHILD WHILE YOU CAN BE A
          CHILD./ WITH ME.
                         WITCH (CONT'D)
          I gave you protection and yet you
          disobeyed me.
                         RAPUNZEL
          No!
                         WITCH
          Your prince will never lay eyes on you
          again. He will never lay eyes on
          anything again!
                         RAPUNZEL
          What did you do to him?
                         WITCH
          It doesn't matter because where you're
          going, no one will ever see you again.
         The WITCH lunges at RAPUNZEL with a pair of SHEARS and begins
         to hack off her hair. The girl lets out a mighty shriek.
         EXT. NEAR GRANNY'S HOUSE - ELEPHANT OAKS - DAY
         JACK makes his way despondently through the oaks with his
         GOLDEN EGG.
         He comes across what looks like a WOLF, hunched over on the
         edge of the brush. He stops... then slowly approaches.
                         JACK
          Hey there - nice cape!
         The figure twists around, pulling a knife.
                         LRRH
          Stay away from my cape or I'll slash
          you into a thousand bits!
                         56


         The figure is revealed to be LRRH, in a wolf-skin cape,
         picking mushrooms for her granny.
                         JACK
          Whoa! I don't want it.
                         (BEAT)
          Where did you get it?
                         LRRH
          My Granny made it for me from a wolf
          that attacked us. And she gave me this
          beautiful knife for protection.
                         JACK
          Well, look what I have! A golden egg.
         He shows her his GOLDEN EGG.
                         LRRH
                         (SUSPICIOUS)
          Where did you get that egg?
                         JACK
          (pointing to the sky)
          I stole a hen that lays golden eggs
          from the kingdom of the Giant.
                         LRRH
          I don't believe you.
                         JACK
          It's true. And you should see the
          Giant's toy harp. It plays the most
          beautiful tunes without your even
          having to touch it.
                         LRRH
                         (SMIRKING)
          Of course it does. Why don't you go up
          to the kingdom right now and bring it
          back and show me?
                         JACK
          I could.
                         LRRH
          You could not!
                         JACK
          I could!
                         LRRH
          You could not, Mr. Liar!
                         JACK
          I am not a liar! I'll get that harp.
          You'll see!
         He runs off.
                         57


         EXT. BEANSTALK & JACK'S FARMHOUSE - AFTERNOON
         To frantic MUSIC, JACK is making his way down to the bottom
         of the beanstalk with all the speed he can muster. This is
         made more difficult by the GOLDEN HARP which he has slung
         over his shoulder.
          BAKER (V.O.)
          Jack took the little girl's dare and
          before he knew it, found himself
          fleeing from a Giant.
         Suddenly, the BEANSTALK shakes mightily, making JACK hold on
         for dear life. He looks up to discover the Giant climbing
         down after him; Jack feverishly picks up speed and jumps the
         last six feet to the ground. He quickly drops the harp and
         runs to a large axe embedded in the stump of a tree.
         JACK swings the AXE striking the BEANSTALK.
         EXT. WOODS - PINE FOREST - AFTERNOON
         The SWING of the AXE is picked up by the BAKER snapping a
         branch that's in his way.
         The BAKER and his WIFE trudging through the woods.
                         BAKER
          We've only one day left! I don't know
          where to start.
                         WIFE
          You can start by buying a new cow with
          the money you took from the boy.
                         BAKER
          Right, where do I buy a cow?
                         WIFE
          You go to the next village, you'll
          find a cow there.
                         BAKER
          What are you going to do?
                         WIFE
          I'm going to get the slipper.
                         BAKER
          The yellow slipper?


                         WIFE
          The GOLDEN slipper!
                         BAKER
          Yes. The golden slipper, that's what I
          meant. How are you going to get it?
                         58


                         WIFE
          I have met a maiden with golden
          slippers these two previous nights.
                         BAKER
          You think you could get one?
                         WIFE
          Yes, I'm sure of it. I'll meet you
          back here.
                         BAKER
          Right.
                         (BEAT)
          Why are we always separating?
                         WIFE
          Because we have to if we're going to
          be together...
         The BAKER and his WIFE start to go off in opposite directions
         when there is a TREMENDOUS CRASH with the force of an
         earthquake. The BAKER and his WIFE are knocked off their feet
         and tumble into a bank of FERNS. They scramble to their feet
         and look to one another.
                         WIFE (CONT'D)
          What is happening?
         EXT. JACK'S FARMHOUSE - AFTERNOON
         The Giant lies still on the ground.
          BAKER (V.O.)
          The entire kingdom shook when the
          beanstalk came crashing down, killing
          the Giant...
         EXT. KING'S CASTLE - PALACE STEPS - NIGHT
         The MOON is now half covered by SHADOW. DROP DOWN to find
         CINDERELLA running down the steps; commotion ensues as she is
         followed by the PRINCE and his retinue.
          BAKER (V.O.)
          ...as for Cinderella, she fled from
          the Prince... again.
         ANOTHER ANGLE. Suddenly, when CINDERELLA is MID-FLIGHT on the
         steps, she falters, unable to move. She looks down to see
         that there is TAR on this step and her shoes are stuck.
         ANGLE ON THE PRINCE. Smiling as he sees he has finally
         trapped his prey.
         We FREEZE the action as CINDERELLA considers the situation.
                         59


                         CINDERELLA
          HE'S A VERY SMART PRINCE,/ HE'S A
          PRINCE WHO PREPARES./ KNOWING THIS
          TIME I'D RUN FROM HIM,/ HE SPREAD
          PITCH ON THE STAIRS./ AND I'M CAUGHT
          UNAWARES./ WELL, IT MEANS THAT HE
          CARES--/ THIS IS MORE THAN JUST
          MALICE./ BETTER STOP AND TAKE STOCK/
          WHILE YOU'RE STANDING HERE STUCK/ ON
          THE STEPS OF THE PALACE.
          ALL RIGHT, WHAT DO YOU WANT?/ HAVE TO
          MAKE A DECISION./ WHY NOT STAY AND BE
          CAUGHT?/ SHOULD I GIVE THAT A
          THOUGHT,/ WHAT WOULD BE HIS RESPONSE?/
         She turns around to see the PRINCE, frozen in time and
         staring at her.
                         CINDERELLA (CONT'D)
          BUT THEN WHAT IF HE KNEW/ WHO I AM
          WHEN I KNOW/ THAT I'M NOT WHAT HE
          THINKS/ THAT HE WANTS?
          OR THEN WHAT IF I AM/ WHAT A PRINCE
          WOULD ENVISION?/ BUT THEN HOW CAN YOU
          KNOW/ WHO YOU ARE TILL YOU KNOW/ WHAT
          YOU WANT, WHICH I DON'T?/ SO THEN
          WHICH DO YOU PICK:/ WHERE YOU'RE SAFE,
          OUT OF SIGHT,/ AND YOURSELF, BUT WHERE
          EVERYTHING'S WRONG?/ OR WHERE
          EVERYTHING'S RIGHT/ BUT YOU KNOW THAT
          YOU'LL NEVER BELONG?
          AND WHICHEVER YOU PICK,/ DO IT QUICK,/
          `CAUSE YOU'RE STARTING TO STICK/ TO
          THE STEPS OF THE PALACE.
          IT'S MY FIRST BIG DECISION,/ THE
          CHOICE ISN'T EASY TO MAKE./ TO ARRIVE
          AT A BALL/ IS EXCITING AND ALL--/ ONCE
          YOU'RE THERE, THOUGH, IT'S SCARY. AND
          IT'S FUN TO DECEIVE/ WHEN YOU KNOW YOU
          CAN LEAVE,/ BUT YOU HAVE TO BE WARY.
          THERE'S A LOT THAT'S AT STAKE,/ BUT
          I'VE STALLED LONG ENOUGH,/ `CAUSE I'M
          STILL STANDING STUCK/ IN THE STUFF ON
          THESE STEPS...
          BETTER RUN ALONG HOME/ AND AVOID THE
          COLLISION./ THOUGH AT HOME THEY DON'T
          CARE,/ I'LL BE BETTER OFF THERE/ WHERE
          THERE'S NOTHING TO CHOOSE,/ SO THERE'S
          NOTHING TO LOSE./ SO I'LL PRY UP MY
          SHOES.
         CINDERELLA lifts her feet out of the shoes and moves to a
         step with no tar. She pulls one shoe from the tar, and as she
         goes to pry the second shoe, she stops.
                         CINDERELLA (CONT'D)
          WAIT, THOUGH, THINKING IT THROUGH,/
          THINGS DON'T HAVE TO COLLIDE--/ I KNOW
          WHAT MY DECISION IS:/ WHICH IS NOT TO
          DECIDE./I'LL JUST LEAVE HIM A CLUE:/
          FOR EXAMPLE, A SHOE./ AND THEN SEE
          WHAT HE'LL DO.
                         (MORE)
                         60


                         CINDERELLA (CONT'D)
          NOW IT'S HE AND NOT YOU/ WHO'LL BE
          STUCK WITH A SHOE,/ IN A STEW,/ IN THE
          GOO,/ AND I'VE LEARNED SOMETHING,
          TOO,/ SOMETHING I NEVER KNEW,/ ON THE
          STEPS OF THE PALACE!
         Coming out of the freeze, she quickly leaves one shoe and
         slips on the other, then dashes off out of sight.
         The PRINCE picks up the golden shoe from the tar and holds it
         up triumphantly. He addresses his STEWARD and RETINUE.
                         C'S PRINCE
          The ball is over. Send everyone home.
                         STEWARD
          And the Princess?
                         C'S PRINCE
          She won't get far with one shoe.
         EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT
         CLOSE-UP on CINDERELLA'S FEET, awkwardly running with one
         shoe on, one shoe off.
         ANOTHER ANGLE. She hears someone close on her trail and looks
         back to see the wide-eyed WIFE in pursuit.
                         CINDERELLA
          Don't come any closer to me!
                         WIFE
          Please, stop! Just hear me out!
                         CINDERELLA
          You have attacked me once before.
                         WIFE
          I didn't attack you. I attacked your
          shoe. I need it. I have a magic bean
          in exchange for it.
         Breathless, CINDERELLA stops. Stands defensively. The WIFE
         pulls out the bean from her pocket and hands it to her.
                         CINDERELLA
          Magic bean? Nonsense!
         CINDERELLA tosses it over her shoulder, but they don't see
         the SPARKS it sets off when it hits the ground and sinks into
         the earth.
         She starts to leave.
                         WIFE
          Wait, please. I haven't much time!
                         (DESPERATE)
          I need that shoe to have a child.
                         61


                         CINDERELLA
          That makes no sense!
                         WIFE
          Does it make sense that you're running
          from a prince?
         The STEWARD approaches on HORSEBACK.
          STEWARD (O.S.)
          Stop! You there, stop!
                         CINDERELLA
          I must go!
                         WIFE
          (starts to take off a
                         SHOE)
          Take my shoes. You'll run faster.
                         CINDERELLA
                         HERE--
         CINDERELLA hands the WIFE her GOLDEN SLIPPER.
                         WIFE
          Thank you! Thank you!
         CINDERELLA dashes off.
         ON THE WIFE AND STEWARD.
                         STEWARD
                         (SUSPICIOUS)
          Stop! What is that you have in your
          hand?
         The WIFE hides the slipper behind her back. The STEWARD
         dismounts.
                         WIFE
          It's mine.
                         STEWARD
          (gets off horse)
          Lying will cost you your life!
         The STEWARD snatches the shoe. The WIFE pushes the Steward
         and grabs the slipper back.
                         WIFE
                         (DESPERATE)
          I don't care if this costs me my
          life...


                         STEWARD
          You will pay for this!
                         62


         The C-PRINCE rides in (with the other SLIPPER), followed by
         his RETINUE. The STEWARD takes the opportunity to pull the
         slipper from the WIFE'S hand as she curtsies.
                         STEWARD (CONT'D)
          Sire! I have succeeded in obtaining
          the other slipper.
         He holds it up. The WIFE steps forward.
                         WIFE
          Please give me the slipper, kind
          Prince, and all will come to a happy
          end.
                         STEWARD
                         (OVERLAPPING)
          Step back, peon!
                         C'S PRINCE
          Do as she says, Steward. We only need
          one.
                         STEWARD
          Oh...
         He hands the slipper back to the WIFE. The STEWARD gets onto
         his horse.
                         WIFE
          (to C'S PRINCE)
          Thank you. Thank you!
                         C'S PRINCE
                         (TO STEWARD)
          We must search immediately for the
          maiden who fits this slipper.
                         STEWARD
                         (SURPRISED)
          Tonight?
                         C'S PRINCE
          This very night!
         The PRINCE, STEWARD and RETINUE ride off, leaving the WIFE
         alone. She looks up to the moon and hurries off.
         We follow the WIFE'S feet as she scurries past the beginnings
         of a BEANSTALK CURLING UPWARDS from the ground.
          BAKER (V.O.)
          And in her haste, the Baker's Wife
          took no notice of a second beanstalk
          climbing skyward.
                         63


         EXT. VILLAGE - NIGHT - CONTINUOUS
         TRUMPETS sound. The C-PRINCE, the STEWARD and the RETINUE
         ride through the town, as VILLAGERS open their windows and
         rush out of their houses.
                         STEWARD
          Let it be known that his Royal
          Highness the Crown Prince will be
          visiting every house in this village
          tonight.
         INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT - CONTINUOUS
         CINDERELLA has only just got back. Grubby again, and wearing
         her old clothes, she bundles her beautiful dress into a
         chest.
          STEWARD (O.S.)
          All young maidens are hereby commanded
          to remain in their home until they are
          visited by the Royal Guard.
         CINDERELLA goes to the window and looks out.
         EXT. CINDERELLA'S HOUSE - NIGHT - CONTINUOUS
         CINDERELLA'S POV: The C-PRINCE and the royal RETINUE arrive
         in the entry courtyard.
         BACK ON CINDERELLA. She smiles to herself.
         INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT
         The entire STEPFAMILY has assembled, in various stages of
         undress. LUCINDA stands and watches as the STEPMOTHER tries
         to force FLORINDA'S large foot into the tiny slipper.
          BAKER (V.O.)
          As the Prince anxiously waited, the
          Stepmother took matters -- and
          Florinda's foot -- into her own hands.
                         FLORINDA
          CAREFUL, MY TOE--!
                         STEPMOTHER
          DARLING, I KNOW--
                         FLORINDA
          WHAT'LL WE DO?
                         STEPMOTHER
          IT'LL HAVE TO GO./ BUT WHEN YOU'RE HIS
          BRIDE,/ YOU CAN SIT OR RIDE./ YOU'LL
          NEVER NEED TO WALK!
         The STEPMOTHER takes a handkerchief and stuffs it into the
         girl's mouth and then pulls a large kitchen knife from her
         pocket and raises it over her foot--
                         64


         EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - NIGHT
         Standing lanterns have been set up outside the house, bathing
         the area in light.
         The STEPFAMILY watches as the STEWARD helps FLORINDA up on to
         the back of the Prince's horse. In pain, she grits her teeth
         in a frozen smile.
          BAKER (V.O.)
          Minus one toe, Florinda mounted the
          Prince's horse, unaware of the blood
          dripping from the slipper.
         As the STEWARD steps back, he notices a tiny speck of blood
         on his white glove. He looks up to the PRINCE to show him his
         hand. The PRINCE looks back to FLORINDA who shrugs
         sheepishly.
         INT. CINDERELLA'S HOUSE - KITCHEN - NIGHT
         This time the STEPMOTHER tries to force LUCINDA'S foot into
         the slipper. FLORINDA looks on with a smirk.
          BAKER (V.O.)
          Lucinda was next.
                         LUCINDA
          WHY WON'T IT FIT?
                         STEPMOTHER
          DARLING, BE STILL./ CUT OFF A BIT/
          OF THE HEEL AND IT WILL./
          (she pulls out knife)
          AND WHEN YOU'RE HIS WIFE/ YOU'LL HAVE
          SUCH A LIFE,/ YOU'LL NEVER NEED TO
          WALK!
                        QUICK SHOTS:
         FLORINDA'S hand over LUCINDA'S mouth.
         The KNIFE raised up by the mother.
         LUCINDA'S eyes in fear as we hear a muffled scream and the
         "WOOSH" of a knife--
         EXT. CINDERELLA'S HOUSE - ENTRY COURTYARD - NIGHT
         The PRINCE and STEWARD wait impatiently in the torchlight.
          BAKER (V.O.)
          Minus a heel, Lucinda did her best to
          swallow the pain.
         At last, LUCINDA appears, masking her pain with a smile, and
         limps towards the PRINCE. She is followed by her MOTHER and
         SISTER.
                         65


                         STEPMOTHER
          It's a perfect fit, Your Highness!
         LUCINDA winks at the PRINCE flirtatiously, then promptly
         faints to the ground with a thud. The shoe falls from her
         foot. The PRINCE nods to the STEWARD who walks over and
         gingerly picks up the bloody slipper.
                         C'S PRINCE
          Have you no other daughters?
                         STEPMOTHER
          Only a little stunted kitchen wench,
          which her late father left behind but
          she cannot present herself. She is too
          dirty.
         Out of the shadows, CINDERELLA appears.
         The STEWARD hands the slipper to the Prince, who kneels down
         in front of CINDERELLA and easily slips it on her foot.
                         C'S PRINCE
          I would recognize these beautiful eyes
          anywhere. This is the true bride!
         The PRINCE sweeps CINDERELLA off her feet and leads her to
         his horse. The two of them ride off.
         FLORINDA and LUCINDA watch, not at all happy. Then they hear
         a CAWING (the sound of birds) overhead. They look up,
         alarmed.
         BIRD'S POV. Far below, FLORINDA and LUCINDA cower together,
         dreading what is to come as the CAMERA rushes towards them.
          BAKER (V.O.)
          As punishment for their cruelty,
          Cinderella's birds swooped down upon
          the Stepsisters... and blinded them.
         The BIRDS enter the picture frame, more and more, their
         CAWING rising to a crescendo until their flapping wings are
         all we see.
         EXT. MARSHLAND - NIGHT - CONTINUOUS
         RAPUNZEL is alone in a mossy bower on an isolated island in
         the middle of swamp waters filled with POISONOUS SNAKES. She
         hums a sad refrain.
          BAKER (V.O.)
          As for Rapunzel, the Witch had
          banished her to a swamp in the darkest
          depths of the forest.
         ANOTHER ANGLE. The R-PRINCE with a ragged scarf wrapped
         around his now blinded eyes, sits slumped over on his horse
         as the animal navigates its way through the marshy expanse.
         The R-PRINCE lifts his head as he hears RAPUNZEL'S singing.
                         66


         Could it be? The horse, seemingly knowing the way, follows
         the sound as the R-PRINCE calls her name.
                         R'S PRINCE
          Rapunzel? Rapunzel?
         ANGLE ON RAPUNZEL
         She looks up and cries with delight when she sees her PRINCE
         across the water.
                         RAPUNZEL
          My darling!
         She jumps into the swamp, fearlessly ignoring the SNAKES,
         until she reaches terra firma and her man.
         R-PRINCE falls from his horse onto the ground.
                         R'S PRINCE
          Rapunzel? Is it you?
         RAPUNZEL reaches him and rips off his scarf. She kneels to
         cradle his face, weeping.
                         RAPUNZEL
          How could she do this to you?
         EXTREME CLOSE-UP: RAPUNZEL'S TEAR falls into the R-PRINCE'S
         blind eye.
         The PRINCE'S vision is restored.
                         R'S PRINCE
                         (ASTONISHED)
          Rapunzel!
                         RAPUNZEL
          What?
                         R'S PRINCE
          I can see you!
         The two of them embrace. At the same time, we hear MOOING.
         EXT. WOODS - TALL TREES - NIGHT
         The BAKER is pulling a very obstinate WHITE COW through the
         woods. He looks up at the MOON which is almost completely
         covered in SHADOW.
                         BAKER
          (to the COW)
          Come on! We don't have any time...
         Then the WIFE rushes in from another direction, carrying the
         SLIPPER.
                         67


                         WIFE
          I've found you!
          (sees the cow)
          You've got the cow!
                         BAKER
          You've got the slipper!
                         WIFE
          We've all four!
         They hug with delight but are quickly startled by the WITCH
         who appears in the hollow of a tree.
                         WITCH
          I see a cow. I see a slipper.
                         BAKER
          And the cape as red as blood.
                         WIFE
          And the hair as yellow as corn.
                         BAKER
          We've done it!
                         WIFE
          We've got them all.
         But suddenly the WITCH is suspicious.
                         WITCH
          Wait a minute!
                         (BEAT)
          That cow doesn't look as white as milk
          to me.
                         WIFE
          Of course she is.
         A desperate glance at the BAKER. He couldn't have screwed
         this up -- could he?
                         WIFE (CONT'D)
          She has to be!
         The WITCH walks over and smacks the animal. Flour puffs off
         its back.
                         WITCH
          This cow has been covered with flour!
                         WIFE
          (To the BAKER)
          What? You didn't get a real white cow?
         The BAKER turns to the WITCH.
                         BAKER
          We had a cow as white as milk.
          Honestly we did.
                         68


                         WITCH
          Then where is she?
                         WIFE
          She's dead.
                         BAKER
          And we thought you'd prefer a live
          cow.
                         WITCH
          Of course I'd prefer a live cow! So
          show me the dead cow and I'll bring
          her back to life!
         EXT. WOODS - COW'S GRAVE - NIGHT
         JACK'S MOTHER is madly hurrying through the woods, searching
         for JACK. She hears HARP MUSIC -- and that carries her to
         JACK, sitting with his harp next to the mound where
         MILKY-WHITE has been covered with LEAVES.
                         JACK'S MOTHER
          Jack! There you are! I've been worried
          sick about you! There's a dead giant
          in our backyard!
                         JACK
          There is?
                         JACK'S MOTHER
          You know there is. You could have been
          crushed!
                         JACK
          But Mother, look. The most beautiful
          harp.
                         JACK'S MOTHER
                         (CONFLICTED)
          You've stolen too much.
         She cuffs the back of his head... then hugs him.
          JACK'S MOTHER (CONT'D)
          You could have been killed coming down
          that plant.
         The WITCH, the BAKER and the WIFE hurry towards the leafy
         mound.
                         WIFE
          We're running out of time!
                         BAKER
          It's here...
                         JACK
          What's happening?
                         69


                         BAKER
          She's going to bring Milky-White back
          to life.
                         JACK
                         (AMAZED)
          She can do that?
                         BAKER
          She's a witch! She can do anything!
                         JACK
          Wow!
                         WITCH
          Stand back!
         They quickly move away, and the WITCH invokes some
         unintelligible incantation, and with the wave of her cape,
         the DEAD COW comes back to life, shaking off the leaves.
         JACK races over to her.
                         JACK
          Milky-White. You're back! I missed you
          so much!
         The BAKER looks up at the MOON...only a slither left, the
         rest covered by SHADOW.
                         BAKER
          It's almost midnight!
                         WITCH
          Quiet! Feed the objects to the cow.
                         WIFE
          What?
                         WITCH
          You heard me! Feed them to the cow!
         The WIFE and BAKER walk towards the COW and begin feeding it
         a portion of the ingredients. Not an easy chew for the
         animal.
         The WITCH hands them a silver chalice.
                         WITCH (CONT'D)
          Fill this!
                         JACK
          I'll do it. She'll only milk for me.
         JACK begins milking the cow, the others watching intently,
         but alas, nothing is coming out.
                         JACK (CONT'D)
          Squeeze, pal! You can do it.
                         70


         He tries harder to no avail. The WITCH goes over and looks
         into the goblet. Nothing.
                         WITCH
          Wrong ingredients. Forget about a
          child!
                         WIFE
          Wait! We followed your instructions.
          One, the cow is as white as milk.
          Correct?
                         WITCH
          Yes.
                         WIFE
          And two, the cape was certainly as red
          as blood.
                         WITCH
          Yes.
                         WIFE
          And three, the slipper--
                         WITCH
          Yes.
                         BAKER
          And four, I compared the hair with
          this ear of corn.
                         WIFE
          I pulled it from a maiden in a tower
                         AND--
                         WITCH
          You what?! What were you doing there?
                         WIFE
          Well, nothing. I happened to be
                         PASSING BY--
                         WITCH
          I touched that hair! I told you! I
          cannot have touched the ingredients!
                         BAKER/WIFE
                         (MOANING)
          Nooooo...
                         JACK
          The corn! The corn!
                         BAKER
          What?
         JACK grabs the ear of corn out of the BAKER'S hand.
                         JACK
          You can use the silky hair of the corn--
                         71


                         WITCH
          Yes! Pull it from the ear and feed it
          to the cow. Quickly!
         The BAKER grabs the ear of corn from JACK, pulls the hair
         from the corn and feeds it to the cow.
         JACK begins milking the cow again. We hear the distant CHIMES
         OF MIDNIGHT begin.
         Light pours from above bathing them in a growing haze of BLUE
         LIGHT as the SHADOW finally eclipses the MOON. The COW lets
         out a BLOODCURDLING MOAN.
                         WIFE
          It's working!
                         JACK
          She's milking!
         The WITCH grabs the chalice.
                         WITCH
          At last!
         The WITCH drinks the potion. She begins to shake. Blue smoke
         begins to pour from her and swirl about as if she is trapped
         inside a cloud. The WIFE lets out a shriek..
         The BAKER looks at his WIFE, her belly begins to grow to nine-
         months-full of pregnancy.
                         BAKER
          That was quick!
         The cloud that has surrounded the WITCH now engulfs the area
         until a brisk wind blows it away, revealing a beautiful woman
         standing in the BLUE LIGHT of the FULL MOON. The WITCH has
         been restored to her former self, and she likes what she
         sees.
         The final CHIME OF MIDNIGHT is joined by every other BELL IN
         THE KINGDOM -- a joyous cacophony as we:
                         CUT TO:
         EXT. ROAD TO KING'S CASTLE/KING'S CASTLE - A NEW DAY
         GOLDEN ROSE PETALS fill the air, swirling across the screen.
         PULLING BACK we see that the petals are being thrown by
         CHEERING SUBJECTS who toss more into the air as they clamor
         to catch a glimpse of CINDERELLA and her PRINCE on their
         wedding day.
         MUSIC. CINDERELLA'S carriage resplendent in gold drawn by
         black stallions passes. She sits demurely smiling as her
         PRINCE plays to the PASSERS-BY. This comes easily to him.
                         72


          BAKER (V.O.)
          And it came to pass, all that seemed
          wrong was now right. The Witch
          succeeded in reversing her mother's
          curse. Cinderella finally stopped
          running from her Prince.
         CINDERELLA'S POV on the crowd.
         She sees JACK and his MOTHER waving; JACK'S MOTHER is over-
         dressed in brand new clothes including a ridiculous
         "fascinator" hat.
          BAKER (V.O.)
          Jack was reunited with his beloved cow
          and his mother could now dress in the
          best a golden egg could buy.
         Cinderella now sees the BAKER and his WIFE standing amongst
         the crowd, the WIFE holding their new BABY BOY.
          BAKER (V.O.)
          And the Baker and his Wife were proud
          parents of a strapping baby boy.
         The WIFE shows her the BABY.
                         WIFE
          (calling to her)
          Thanks for the slipper.
         The carriage arrives at the entrance to the castle. As the
         PRINCE and CINDERELLA step from their carriage they are met
         by cheers.
         The STEPFAMILY awaits the married couple. The beaming
         STEPMOTHER with her DAUGHTERS who are now wearing dark
         glasses, holding canes and looking rather glum.
         RAPUNZEL stands with her PRINCE.
         The CROWD ROARS as CINDERELLA and her PRINCE wave.
         The STEWARD takes up a large speaking trumpet and the CROWD
         quiets.
                         STEWARD
          Let us cheer the newlyweds as they
          embark on their happy bliss today, and
                         EVER AFTER--
          BAKER (V.O.)
          And so with the kingdom filled with
          joy, those who deserved to were
          destined to live happily ever...
                         73


         Suddenly the earth SHAKES with a mighty force, tossing
         CINDERELLA and her PRINCE (mid-kiss), along with their
         ATTENDANTS and the entire CROWD to the ground. A piece of the
         CASTLE comes CRASHING DOWN. Chaos ensues.
         JACK'S MOTHER stands up and looks around. No sign of JACK.
                         JACK'S MOTHER
          Jack? Jack...?
         ANGLE ON BAKER and his WIFE.
                         BAKER
                         (STUNNED)
          Are you alright?
                         WIFE
          I think so.
                         BAKER
          And the baby?
                         WIFE
          Yes, he's fine.
         There is another AFTERSHOCK.
         ANGLE ON RAPUNZEL. She is spooked by the commotion and runs
         off through the crowd and disappears.
                         STEWARD
          (speaking into the
                         HORN)
          Attention! Attention! Let there be no
          panic. NO PANIC! The Royal Prince
          wishes to address his loyal subjects.
          Attention!
         The R-PRINCE searches the crowd for RAPUNZEL. Those who
         haven't fled, quiet and gather around. The C-PRINCE takes the
         horn.
                         C'S PRINCE
          There's no need for worry. It was an
          earthquake in a far-off quadrant of
          our kingdom. Nothing to fear at all.
          As many of you know, we had another
          little shaker just days ago. I will
          personally investigate the
          disturbance. Now everyone, back to
          your villages, and on with your lives!
         EXT. KINGDOM - DAY
         A dense mist settles across the kingdom. In the distance a
         beanstalk stretches up to the sky. C'S PRINCE and his RETINUE
         gallop away from the destroyed castle into the woods.
                         74


          BAKER (V.O.)
          But as they made their way back into
          the woods, their familiar paths were
          nowhere to be found and their lives
          were about to take an unexpected turn.
         EXT. WOODS - FLOWERED PATH - DAY
         The BAKER and his WIFE are walking down a path -- or the
         remnants of a path.
                         WIFE
          What's happened? Everything's so
          different.
         They discover LRRH sitting on her suitcase in what was once a
         lush area, now trampled and broken.
                         BAKER
          Hello, little one. Are you alright?
          What are you doing here? With a
          suitcase?
                         LRRH
          I'm moving in with Granny. Our whole
          village collapsed. I couldn't find my
          mother anywhere. And now I can't find
          my Granny's cottage.
                         BAKER
          What do you mean?
                         LRRH
          I went down the dell, and I didn't
          recognize anything. There was no path.
          (getting worked up)
          Where's the stream? Where's the
          bridge? Where's Granny?
                         WIFE
          Calm down.
                         BAKER
          We can help you find Granny's without
          the path.
                         WIFE
          Yes.
         The WIFE is exhausted. She hands the BABY to the BAKER.
                         WIFE (CONT'D)
          Please take him for a few moments.
         The BAKER is clearly uncomfortable holding the BABY. They
         continue walking. The BABY begins to cry.
                         BAKER
          Why does he always cry when I hold
          him?
                         75


                         WIFE
          You needn't hold him as if he was so
          fragile.
         The BABY wails. The BAKER hands the bundle back.
                         BAKER
          He doesn't want me. He wants his
          mother!
                         WIFE
          I can't take care of him all of the
          time.
                         BAKER
          I'll take care of him -- when he's
          older...
         They hear COMMOTION in the distance.
                         WIFE
          Who might that be?
                         BAKER
          It's the Steward and the royal family.
         EXT. WOODS - TALL TREES - DAY - CONTINUOUS
         Through a thick haze, the BAKER sees the STEWARD, the
         STEPFAMILY and a few SERVANTS carrying trunks and tending to
         the blind, hobbling STEPSISTERS.
         The BAKER makes his way to them with his WIFE and LRRH in
         tow.
                         BAKER
          What brings you into the woods?
                         STEWARD
          The castle has been destroyed.
                         WIFE
          No!
                         STEPMOTHER
          The kingdom is under attack.
                         BAKER
          What is the Royal family going to do?
                         STEWARD
          I have no idea! I don't make policy. I
          just carry it out.
                         WIFE
          (to the Baker)
          I think it best we get back to the
          village. We'll take the girl with us.
         She holds out a hand for LRRH.
                         76


                         WIFE (CONT'D)
          You come with us.
         LRRH takes her hand.
         But then the ground begins to shake. A frightening and
         increasingly loud crunching noise. They fight for their
         footing.
         The STEPFAMILY drop their belongings and rush to each other.
         The BAKER puts his arm around his WIFE.
         Everyone's faces fill with terror as a huge shadow engulfs
         them.
                         WIFE (CONT'D)
          It's a giant!
                         BAKER
          A giant woman!
         Through the trees we see the furious face of a female GIANT.
         We never see her in her entirety -- but the volume of her
         voice matches her size.
                         GIANT
          Where is the lad who killed my
          husband?
                         STEWARD
          There is no lad here!
                         BAKER
          We haven't seen him.
         The WITCH, who has slipped in behind the group, comes forward
         startling everyone and moves directly to the GIANT.
                         WITCH
          We'll get him for you right away.
          Don't move!
         LRRH races past the WITCH and brandishes her knife.
                         LRRH
          It was you who destroyed our house -
          not an earthquake.
                         GIANT
          And who destroyed my house? I want
          him!
         A great bellow that makes the trees shake.
         The WITCH moves towards the STEPSISTERS.
                         WITCH
          Would you like a blind girl instead?
                         77


         FLORINDA and LUCINDA scream. The STEPMOTHER takes them in her
         embrace.
                         STEPMOTHER
          How dare you? She wants the boy!
         And then JACK'S MOTHER arrives. Innocently, she asks the
         worst question possible.
                         JACK'S MOTHER
          Jack! Has anyone seen my Jack? He ran
          off again and I've been...
         Everyone stares at her. JACK'S MOTHER does a slow take
         looking up and discovering the GIANT.
                         STEWARD
          (meaning the GIANT)
          She's looking for him too.
                         GIANT
          Give him to me!
         The GIANT suddenly reaches down. They all quickly duck out of
         the way.
         JACK'S MOTHER runs forward to confront the GIANT.
                         JACK'S MOTHER
          Jack is just a lad! We had no food to
          eat so he sold his beloved cow in
          exchange for magic beans.
                         GIANT
          The boy - I want the boy!
                         JACK'S MOTHER
          You leave my boy alone!
                         GIANT
          You're making me very angry!
         The GIANT stomps her foot in anger.
                         GIANT (CONT'D)
          I'm waiting!
         They all lose their balance. The STEWARD uses his staff to
         hold JACK'S MOTHER back, trying to silence her.
                         STEWARD
          Don't make her angry, woman, or you'll
          get us all killed!
         But JACK'S MOTHER is in full flow, facing up to the GIANT.
                         78


                         JACK'S MOTHER
                         (LOSING CONTROL)
          Flouncing through our kingdom with
          your great big clodhopppers,
          destroying everything in your path.
                         STEWARD
          Stop!
                         BAKER
          Don't upset the Giant!
                         JACK'S MOTHER
          You big bully! I'll hide my son and
          you'll never find him. You'll never,
          ever...
                         STEWARD
          Get back woman!
         The STEWARD forcefully pulls JACK'S MOTHER behind him. She
         trips and falls.
                         STEWARD (CONT'D)
          (to the GIANT)
          The boy is hiding in the steeple
          tower. You can find him there.
                         STEPMOTHER
          Yes, that's true.
                         FLORINDA LUCINDA
         Yes. The steeple tower. We saw him there!


                         GIANT
          If he is not, I will return tonight
          and find you! All of you!
         The GIANT takes off, the power of her footsteps forcing
         everyone to hold on to one another for safety.
         The BAKER'S WIFE sees JACK'S MOTHER, who is still lying on
         the ground. She goes to her.
                         WIFE
          Look! What have you done to her?
                         STEWARD
          I didn't mean to hurt her. I was just
          thinking of the greater good.
         The BAKER steps forward, taking charge.
                         BAKER
          Listen everyone. If we're going to get
          through this we have to stick
          together.
                         79


                         STEPMOTHER
                         (SINCERE)
          Some people are cut out to battle
          giants, and others are not. I don't
          have the constitution. And as long as
          I can be of no help, I'm going to
          hide.
          (to her retinue)
          Let's go!
          (she turns back)
          Everything will work out fine in the
          end.
                         WITCH
          Not always.
         The STEPFAMILY leaves.
                         WITCH (CONT'D)
          I don't know where they think they're
          going. The giant's already destroyed
          the entire village. Only thing left of
          my garden are these beans.
                         LRRH
          What are we going to do now?
                         WITCH
          We have no choice. Find the boy and
          give her what she wants.
                         LRRH
          But if we do, she'll kill Jack.
                         WITCH
          And if we don't she'll kill half the
          kingdom!
         She rushes back into the woods.


         JACK'S MOTHER stirs and sits up.
                         JACK'S MOTHER
          Promise me you won't let them get
          Jack. Promise!
                         BAKER
          Okay, I promise.
         EXT. WOODS - RAPUNZEL'S TOWER - DAY
         We follow the WITCH as she makes her way in search of
         RAPUNZEL. She comes to their tower, now fallen. Sitting upon
         a pile of rubble, a bereft RAPUNZEL clutches her cape as she
         cries.
                         WITCH
          Rapunzel! You're safe! Thank goodness.
                         80


                         RAPUNZEL
          Who are you?
                         WITCH
          Surely you remember?
                         (PLEASED)
          Of course you don't recognize me!
                         RAPUNZEL
                         (STUNNED)
          Mother?
                         WITCH
          This is who I truly am, my dear. Now
          you don't have to be embarrassed by
          me. You must come with me. There's a
          Giant in the land.
         She moves towards RAPUNZEL -- but suddenly the R-PRINCE rides
         up on his white steed. He jumps off and rushes to RAPUNZEL.
                         R'S PRINCE
          My darling. Are you all right? Why did
          you run off?
                         RAPUNZEL
          I was afraid.
                         R-PRINCE
          You never have to be afraid. Now come
          with me.
                         WITCH
          She's not going with you!
                         (TO RAPUNZEL)
          You will come with me.
         RAPUNZEL pulls away and turns on the WITCH.
                         RAPUNZEL
          I will not come with you!
                         WITCH
          Then you leave me no choice.
         The WITCH pulls RAPUNZEL behind her and tries to cast a spell
         on R'S PRINCE. Nothing. She tries again. Still nothing.
         The PRINCE takes notice of the Witch.
                         R'S PRINCE
          You! The one who blinded me.
                         RAPUNZEL
                         (ACCUSING)
          And locked me in a tower.
                         81


                         WITCH
                         (SWEETLY)
          To protect you.
                         RAPUNZEL
          ...and then banished me to an island --
          in the middle of a swamp!
                         WITCH
          I was just trying to be a good mother!
                         R'S PRINCE
                         (URGING HER)
          Rapunzel...
         RAPUNZEL takes one look at her MOTHER then moves to the
         PRINCE.
                         WITCH
          Rapunzel, no! You will never be safe
          with him.
                         RAPUNZEL
          Take me away from here.
         R-PRINCE pulls RAPUNZEL up onto his horse.
                         WITCH
          No! Rapunzel!
                         RAPUNZEL
          Don't you understand? I never want to
          see you again. Ever!
         ANGLE ON THE WITCH watching RAPUNZEL ride into the woods.
                         WITCH
                         (TO HERSELF)
          NO MATTER WHAT YOU SAY,/ CHILDREN
          WON'T LISTEN./ NO MATTER WHAT YOU
          KNOW,/ CHILDREN REFUSE/ TO LEARN.
          GUIDE THEM ALONG THE WAY,/ STILL THEY
          DON'T LISTEN./ CHILDREN CAN ONLY GROW/
          FROM SOMETHING YOU LOVE/ TO SOMETHING
          YOU LOSE...
         EXT. WOODS - TALL TREES - DUSK
         At first, we just see TREES.
          BAKER (O.S.) BAKER'S WIFE (O.S.)
         Jack! Jack!


          LRRH (O.S.)
          Jack!
         Then the BAKER, the BAKER'S WIFE and LRRH appear, still
         looking for JACK. They come to a halt.
                         82


                         BAKER
          We're never going to find him.
                         WIFE
          We should fan out. It'll increase our
          chances.
                         BAKER
          No. You can't be on your own.
                         WIFE
          I'll be all right.
                         BAKER
          What if we get lost?
                         WIFE
          We'll count our steps from right here.
                         LRRH
          I'll go, too.
                         WIFE
          No. You stay with the baby.
         The WIFE hands LRRH the baby and sits her down.
                         BAKER
          (pulling her aside)
          You would leave our son with her?
                         WIFE
          Yes. He's asleep. He'll be safe with
          the girl.
                         LRRH
                         (ASSUMING MATURITY)
          I am very capable of caring for the
          baby.
                         WIFE
          See?
                         BAKER
          But what if the Giant comes back...
                         WIFE
          What if, what if! Five hundred paces.
          Go!
         The WIFE turns and starts walking.
                         WIFE (CONT'D)
          One, two...
         The BAKER stops her. He unties his SCARF.
                         BAKER
          Wait! Take this. It might be cold.
                         83


         The BAKER wraps his scarf around her neck and looks at her,
         reluctant to let her go alone.
         The WIFE turns away and begins to count her steps as she
         walks off. The BAKER goes off in the opposite direction.
                         WIFE/BAKER
                         (OVERLAPPING)
          One...two...three...four...
         EXT. WOODS - ROOT HOLLOW - DUSK
         The PRINCE is watering his horse in a GIANT footprint. The
         WIFE enters counting.
                         WIFE
          One eighty-one...one eighty-two... one
          eighty-three... one eighty-four...
          (looks up; startled;
                         (BOWS)
          Hello, Your Royal Highness.
                         C'S PRINCE
          Hello.
                         WIFE
          You must be here to slay the Giant.
                         C'S PRINCE
          The Giant?
                         WIFE
          Yes. Surely you've heard there is a
          giant in our midst.
                         (BEAT)
          Not an earthquake...
                         C'S PRINCE
          Of course. A giant.
                         WIFE
          Yes, it's a lady giant. Unusual, huh?
                         C'S PRINCE
          I should think. And why are you alone
          in the woods?
                         WIFE
          I came with my husband. We were ...
          well you see ... it's a long story.
                         C'S PRINCE
          He would let you roam alone in the
          woods?
                         WIFE
          No, actually it was my choice.
                         C'S PRINCE
          How brave.
                         84


                         WIFE
          Brave?
                         C'S PRINCE
          Yes./ ANYTHING CAN HAPPEN IN THE
          WOODS./ MAY I KISS YOU?/ ANY MOMENT WE
          COULD BE CRUSHED.
                         WIFE
                         UH--
                         C'S PRINCE
          DON'T FEEL RUSHED.
         He kisses her. She succumbs for a moment, then pulls away.
                         WIFE
          THIS IS RIDICULOUS,/ WHAT AM I DOING
          HERE?/ I'M IN THE WRONG STORY.
         He goes in for another kiss and she pulls away once more.
                         WIFE (CONT'D)
          Wait one moment, please! We can't do
          this! You have a Princess!
                         C'S PRINCE
          Well, yes, I do.
                         WIFE
          And I have a...baker.
                         C'S PRINCE
          Of course, you're right. How foolish./
          FOOLISHNESS CAN HAPPEN IN THE WOODS./
          ONCE AGAIN, PLEASE--/ LET YOUR
          HESITATIONS BE HUSHED.
          ANY MOMENT, BIG OR SMALL,/ IS A
          MOMENT, AFTER ALL./ SEIZE THE MOMENT,
          SKIES MAY FALL/ ANY MOMENT.
         He kisses her again.
                         WIFE
                         (STEPPING BACK)
          But this is not right!
                         C'S PRINCE
          RIGHT AND WRONG DON'T MATTER IN THE
          WOODS,/ ONLY FEELINGS./ LET US MEET
          THE MOMENT UNBLUSHED./ LIFE IS OFTEN
          SO UNPLEASANT--/ YOU MUST KNOW THAT,
          AS A PEASANT--/ BEST TO TAKE THE
          MOMENT PRESENT/ AS A PRESENT FOR THE
          MOMENT.
         As the PRINCE takes her into his arms, we PAN UP to see
         CINDERELLA'S BIRDS in the branches looking down at them.
                         85


         EXT. WOODS - C-MOTHER'S GRAVE - DUSK
         We TRACK with the BAKER before he comes upon CINDERELLA
         crying at what's left of her MOTHER'S GRAVESTONE and tree.
                         BAKER
          Four eighty two... four eighty
          three...
                         (BEAT)
          Excuse me, ma'am. Have you seen a
          boy...
          (notices she is
                         CRYING)
          I'm sorry, may I be of some service?
         She looks to the BAKER and immediately turns her head for
         fear she will be recognized.
                         CINDERELLA
          The tree has fallen. Mother's grave,
          destroyed.
                         BAKER
                         (CONFUSED)
          Oh. I'm sorry.
                         CINDERELLA
          I shouldn't complain. I'm sure others
          have suffered worse after the
          earthquake.
                         BAKER
          Earthquake? It's no earthquake --
          there's a giant terrorizing the
          kingdom!
                         CINDERELLA
          Well, I'm sure the Prince will see to
          it that the Giant is rid from our
          land.
                         BAKER
          Hah, the Prince? No doubt he's off
          somewhere seducing some young maiden.
                         CINDERELLA
          (She turns to him)
          What?
                         BAKER
          You look just like the Princess -- but
          dirty. Oh no, you are the Princess!
         He drops to his knees and bows.
                         CINDERELLA
          Please. Please... Get up! I'm not a
          princess here.
                         BAKER
          I'm sorry. I didn't recognize you.
                         86


                         CINDERELLA
          I had to disguise myself. I'm not
          permitted to leave the palace
          unescorted.
         CINDERELLA looks away towards the wreckage of her mother's
         grave.
                         BAKER
          If you'd like you can come with me.
          You will be safe in our company.
         CINDERELLA thinks for a moment, then nods.
                         CINDERELLA
          Thank you.
                         BAKER
          This way.
         EXT. WOODS - ROOT HOLLOW - DUSK
         The C-PRINCE is wrapped in an embrace with the WIFE. He
         suddenly breaks away.
                         C'S PRINCE
          I must leave you.
         She looks at him confused. He walks over to his horse and
         mounts it.
          C'S PRINCE (CONT'D)
          Now I must go off to slay a giant. I
          shall not forget you. How brave you
          are to be alone in the woods. And how
          alive you've made me feel.
         And just like that, he rides off leaving a cloud of dust in
         his wake.
                         WIFE
          What was that?/ WAS THAT ME?/ WAS THAT
          HIM?/ DID A PRINCE REALLY KISS ME?/
          AND KISS ME?/ AND KISS ME?/ AND DID I
          KISS HIM BACK?
          WAS IT WRONG?/ AM I MAD?/ IS THAT
          ALL?/ DOES HE MISS ME?/ WAS HE
          SUDDENLY/ GETTING BORED WITH ME?
          WAKE UP! STOP DREAMING./ STOP PRANCING
          ABOUT THE WOODS./ IT'S NOT BESEEMING./
          WHAT IS IT ABOUT THE WOODS?
          BACK TO LIFE, BACK TO SENSE,/ BACK TO
          CHILD, BACK TO HUSBAND,/ NO ONE LIVES
          IN THE WOODS./ THERE ARE VOWS, THERE
          ARE TIES,/ THERE ARE NEEDS, THERE ARE
          STANDARDS,/ THERE ARE SHOULDN'TS AND
          SHOULDS.
          (she stops for a
                         MOMENT)
                         (MORE)
                         87


                         WIFE (CONT'D)
          WHY NOT BOTH INSTEAD?/ THERE'S THE
          ANSWER, IF YOU'RE CLEVER:/ HAVE A
          CHILD FOR WARMTH/ AND A BAKER FOR
          BREAD,/ AND A PRINCE FOR WHATEVER--/
          NEVER!/ IT'S THESE WOODS.
         She begins retracing her steps.
                         WIFE (CONT'D)
                         (SHE CONTINUES)
          FACE THE FACTS, FIND THE BOY,/ JOIN
          THE GROUP, STOP THE GIANT,/ JUST GET
          OUT OF THESE WOODS./ WAS THAT HIM? YES
          IT WAS./ WAS THAT ME? NO, IT WASN'T,/
          JUST A TRICK OF THE WOODS.
          JUST A MOMENT,/ ONE PECULIAR PASSING
          MOMENT...
          MUST IT ALL BE EITHER LESS OR MORE,/
          EITHER PLAIN OR GRAND?/ IS IT ALWAYS
          "OR"?/ IS IT NEVER "AND"?/ THAT'S WHAT
          WOODS ARE FOR:/ FOR THOSE MOMENTS IN
          THE WOODS.
         She stops to catch her breath and make sure she's on the
         right path.
                         WIFE (CONT'D)
          OH, IF LIFE WERE MADE OF MOMENTS,/
          EVEN NOW AND THEN A BAD ONE--!/ BUT IF
          LIFE WERE ONLY MOMENTS,/ THEN YOU'D
          NEVER KNOW YOU HAD ONE.
          (on the move again)
          FIRST A WITCH, THEN A CHILD,/ THEN A
          PRINCE, THEN A MOMENT--/ WHO CAN LIVE
          IN THE WOODS?/ AND TO GET WHAT YOU
          WISH,/ ONLY JUST FOR A MOMENT--/ THESE
          ARE DANGEROUS WOODS...
          LET THE MOMENT GO./ DON'T FORGET IT
          FOR A MOMENT, THOUGH./
         The WIFE looks in the direction of where the C-PRINCE exited.
                         WIFE (CONT'D)
          JUST REMEMBERING YOU'VE HAD AN "AND,"/
          WHEN YOU'RE BACK TO "OR"/
         She looks down to the BAKER'S scarf and pulls it from her
         waist.
                         WIFE (CONT'D)
          MAKES THE "OR" MEAN MORE/ THAN IT DID
          BEFORE./ NOW I UNDERSTAND--/ AND IT'S
          TIME TO LEAVE THE WOODS!
         With newfound determination to return to her husband, she
         ties the scarf around her neck and begins to trace her steps
                        BACK:
                         WIFE (CONT'D)
          One eighty-four... one eighty-three...
          one eighty-two...
                         88


         She stops. An ominous expression crosses her face. We begin
         to hear the pounding steps of the GIANT moving closer. The
         WIFE scrambles up a steep incline trying to find a way to get
         out of the GIANT'S path. She makes it to the top, but
         realizes there is no way down on the other side.
         As the GIANT'S footsteps near, the WIFE is engulfed in
         darkness. Trees begin to fall around her and as the earth
         shakes, she loses her balance and falls backwards with a
         scream.
         EXT. WOODS - TALL TREES - NIGHT
         The BAKER is pacing back and forth. CINDERELLA is tending to
         the BABY. LRRH sits staring sadly into space.
                         BAKER
          She should be back by now.
                         LRRH
          She wouldn't get lost.
                         CINDERELLA
          I'm sure she'll return.
                         BAKER
          No, I must go and look for her--
         They hear a commotion. It's the WITCH, who has JACK by the
         scruff of the neck.
                         WITCH
          Look who I found!
                         JACK
          You're hurting me!
         The WITCH continues pulling the boy along.
                         BAKER
          Let go of him!
                         WITCH
          I'll let go of him when I give him to
          the Giant.
                         JACK
          Make her stop!
                         LRRH
          Leave him alone!
         LRRH goes to try and pull JACK away from the WITCH. A tussle
         ensues, and the BAKER notices that JACK has dropped
         something. He goes over and picks up his SCARF.
                         BAKER
          (at the top of his
                         LUNGS)
          Stop! I said stop!
                         89


         They do. The BAKER moves to JACK.
                         BAKER (CONT'D)
          Where did you find this?
         The WITCH releases JACK.
                         JACK
          I'm sorry, sir...
                         BAKER
          It's my wife's!
                         JACK
          I'm sorry. I came upon her. She was at
          the bottom of a cliff...
                         BAKER
          What are you saying?
         JACK can't say the words.
                         CINDERELLA
          How awful...
                         BAKER
          No. No...!
         As the truth sinks in.
                         BAKER (CONT'D)
          This is my fault. I let her wander off
          alone. I should have made her stay
          with me.
                         WITCH
                         (IMPATIENT)
          Remorse will get you nowhere.
                         BAKER
                         (ANGRY)
          My wife is dead!
                         WITCH
          Wake up! When you're dead, you're
          dead.
          (goes after JACK)
          Now it's time to get this boy to the
          Giant before we're all--
         CINDERELLA and LRRH block her way.
                         CINDERELLA
          Keep away from him.
                         LRRH
          No!
                         90


                         WITCH
          This is no time to be soft-hearted!
          He's going to the Giant and I'm taking
          him.
         The BAKER grabs hold of JACK.
                         BAKER
          Yes! He's the one to blame! It's
          because of you there's a giant in our
          midst and my wife is dead!
                         JACK
          BUT IT ISN'T MY FAULT,/ I WAS GIVEN
          THOSE BEANS!/ YOU PERSUADED ME TO
          TRADE AWAY/ MY COW FOR BEANS!/ AND
          WITHOUT THOSE BEANS/ THERE'D HAVE BEEN
          NO STALK/ TO GET UP TO THE GIANTS/ IN
          THE FIRST PLACE!
         This becomes one big game of "tag", the group reconstituting
         itself as they gang up on whomever they think is the guilty
         party.
                         BAKER
          WAIT A MINUTE--/ MAGIC BEANS/ FOR A
          COW SO OLD/ THAT YOU HAD TO TELL/ A
          LIE TO SELL/ IT, WHICH YOU TOLD!/ WERE
          THEY WORTHLESS BEANS?/ WERE THEY
          OVERSOLD?/ OH, AND TELL US WHO/
          PERSUADED YOU/ TO STEAL THAT GOLD!
                         LRRH
                         (TO JACK)
          SEE, IT'S YOUR FAULT.
                         JACK
          NO!
                         BAKER
          YES, IT'S YOUR FAULT.
                         JACK
          NO!
                         LRRH
          YES, IT IS!
                         JACK
          IT'S NOT!
                         BAKER
          IT'S TRUE.
                         JACK
          WAIT A MINUTE, THOUGH--/ I ONLY
          STOLE THE GOLD/ TO GET MY COW BACK/
          FROM YOU!
         They turn on the BAKER.
                         91


                         LRRH
          SO IT'S YOUR FAULT!
                         JACK
          YES!
                         BAKER
          NO, IT ISN'T!/ I'D HAVE KEPT THOSE
          BEANS,/ BUT OUR HOUSE WAS CURSED./ SHE
          MADE US GET A COW/ TO GET THE CURSE
          REVERSED!
         They march over to the WITCH who stands firm.
                         WITCH
          IT'S HIS FATHER'S FAULT/ THAT THE
          CURSE GOT PLACED/ AND THE PLACE GOT
          CURSED/ IN THE FIRST PLACE!
                         LRRH
          OH./ THEN IT'S HIS FAULT!
                         WITCH
          SO.
                         CINDERELLA
          IT WAS HIS FAULT.
                         JACK
          NO.
                         BAKER
          YES, IT IS,/ IT'S HIS.
                         CINDERELLA
          I GUESS...
                         JACK
                         (TO CINDERELLA)
          WAIT A MINUTE, THOUGH--/ I CHOPPED
          DOWN THE BEANSTALK,/ RIGHT? THAT'S
          CLEAR./ BUT WITHOUT ANY BEANSTALK,/
          THEN WHAT'S QUEER/ IS HOW DID THE
          SECOND GIANT GET DOWN HERE/ IN THE
          FIRST PLACE?/ SECOND PLACE...
                         CINDERELLA
          YES!
                         LRRH
          HOW?
                         BAKER
          HMM...
                         JACK
          WELL,/ WHO HAD THE OTHER BEAN?
                         BAKER
          THE OTHER BEAN?
                         92


                         CINDERELLA
          THE OTHER BEAN?
                         JACK
          YOU POCKETED THE OTHER BEAN.
                         BAKER
          I DIDN'T!/ YES, I DID.
                         LRRH
          SO IT'S YOUR FAULT--!
                         BAKER
          NO, IT ISN'T/ `CAUSE I GAVE IT TO MY
          WIFE!
                         LRRH
          SO IT'S HER FAULT--!
                         BAKER
          NO, IT ISN'T!
                         CINDERELLA
          THEN WHOSE IS IT?
                         BAKER
                         (TO CINDERELLA)
          WAIT A MINUTE!/ SHE EXCHANGED THAT
          BEAN/ TO OBTAIN YOUR SHOE,/ SO THE ONE
          WHO KNOWS WHAT HAPPENED/ TO THE BEAN
          IS YOU!
         Moving on CINDERELLA.
                         CINDERELLA
          YOU MEAN THAT OLD BEAN/ THAT YOUR WIFE
          --? OH, DEAR--/ BUT I NEVER KNEW,/ AND
          SO I THREW--/ WELL, DON'T LOOK HERE!
                         LRRH
          SO IT'S YOUR FAULT!
                         CINDERELLA
                         BUT--
                         JACK
          SEE, IT'S HER FAULT--!
                         CINDERELLA
                         BUT--
                         JACK
          AND IT ISN'T MINE AT ALL!
                         BAKER
                         (TO CINDERELLA)
          BUT WHAT?
                         93


                         CINDERELLA
                         (TO JACK)
          WELL, IF YOU HADN'T GONE/ BACK UP
                         AGAIN--
                         JACK
          WE WERE NEEDY--
                         CINDERELLA
          YOU WERE GREEDY!/ DID YOU NEED THAT
          HEN?
                         JACK
          BUT I GOT IT FOR MY MOTHER--!
                         LRRH
          SO IT'S HER FAULT THEN!
                         CINDERELLA
          YES, AND WHAT ABOUT THE HARP/ IN THE
          THIRD PLACE?
                         BAKER
          THE HARP--YES!
         They turn on LRRH.
                         JACK
          SHE WENT AND DARED ME TO!
                         LRRH
          I DARED YOU TO?
                         JACK
          YOU DARED ME TO!/ SHE SAID THAT I WAS
                         SCARED--
                         LRRH
          ME?
                         JACK
          --TO./ SHE DARED ME!
                         LRRH
          NO, I DIDN'T!
          BAKER/CINDERELLA/JACK
          SO IT'S YOUR FAULT!
                         LRRH
          WAIT A MINUTE--!
         Every man for himself because there's enough blame to go
         around.
                         94


                         CINDERELLA BAKER
          (to LRRH) (to JACK)
         IF YOU HADN'T DARED HIM TO-- AND YOU HAD LEFT THE HARP
          ALONE,/
          WE WOULDN'T BE IN TROUBLE/ IN
          THE FIRST PLACE!


                         CINDERELLA
                         LRRH (CONT'D)
          (points to the WITCH)
                         (TO CINDERELLA)
          WELL, IF SHE HADN'T RAISED
         WELL, IF YOU HADN'T THROWN
          THEM IN THE FIRST PLACE--!
         AWAY THE BEAN/ IN THE FIRST
         PLACE--!/ IT WAS YOUR FAULT!


                         JACK
          YES, IF YOU HADN'T RAISED THEM IN THE
          FIRST PLACE--!
         They turn to the WITCH who has her back to them.
          LRRH/BAKER CINDERELLA
         RIGHT! IT'S YOU WHO RAISED YOU RAISED THE BEANS IN THE
         THE BEANS IN THE FIRST PLACE-- FIRST PLACE!
         !


                         JACK (CONT'D)
          IT'S YOUR FAULT!
          CINDERELLA/JACK/LRRH/BAKER
          (charging the WITCH)
          YOU'RE RESPONSIBLE!/ YOU'RE THE ONE TO
          BLAME!/ IT'S YOUR FAULT!
         The WITCH turns on them. She is holding the BAKER'S BABY in
         her arms.
                         WITCH
          Shhhhhhh!
          IT'S THE LAST MIDNIGHT./ IT'S THE LAST
          WISH./ IT'S THE LAST MIDNIGHT,/ SOON
          IT WILL BE BOOM--/ SQUISH!
          TOLD A LITTLE LIE,/ STOLE A LITTLE
          GOLD,/ BROKE A LITTLE VOW,/ DID YOU?
          HAD TO GET YOUR PRINCE,/ HAD TO GET
          YOUR COW,/ HAD TO GET YOUR WISH,/
          DOESN'T MATTER HOW--/ ANYWAY IT
          DOESN'T MATTER NOW.
         She thrusts the BABY into the BAKER'S arms.
                         WITCH (CONT'D)
          IT'S THE LAST MIDNIGHT,/ IT'S THE BOOM
          --/ SPLAT!/ NOTHING BUT A VAST
          MIDNIGHT,/ EVERYBODY SMASHED FLAT!
          NOTHING WE CAN DO--/ NOT EXACTLY
          TRUE:/ WE CAN ALWAYS GIVE HER THE BOY.
         She lunges for JACK, but LRRH and CINDERELLA put themselves
         in her path.
                         95


                         WITCH (CONT'D)
          NO?/ NO, OF COURSE WHAT REALLY MATTERS
          IS THE BLAME,/ SOMEONE YOU CAN BLAME./
          FINE, IF THAT'S THE THING YOU ENJOY,/
          PLACING THE BLAME,/ IF THAT'S THE
          AIM,/ GIVE ME THE BLAME--/ JUST GIVE
          ME THE BOY.
                         LRRH/CINDERELLA
          NO!
                         WITCH
          No?/ YOU'RE SO NICE./ YOU'RE NOT
          GOOD,/ YOU'RE NOT BAD,/ YOU'RE JUST
          NICE./ I'M NOT GOOD,/ I'M NOT NICE,/
          I'M JUST RIGHT./ I'M THE WITCH./
          YOU'RE THE WORLD.
          I'M THE HITCH,/ I'M WHAT NO ONE
          BELIEVES,/ I'M THE WITCH./ YOU'RE ALL
          LIARS AND THIEVES,/ LIKE HIS FATHER,/
          LIKE HIS SON WILL BE, TOO--/ OH, WHY
          BOTHER?/ YOU'LL JUST DO WHAT YOU DO.
                         (OMINOUS)
          IT'S THE LAST MIDNIGHT,/ SO GOODBYE,
          ALL./ COMING AT YOU FAST, MIDNIGHT--/
          SOON YOU'LL SEE THE SKY FALL.
         She pulls out some BEANS from her satchel and THROWS them to
         the ground where they flash upon impact. She knows that
         losing the beans will be her end. The OTHERS scramble to pick
         them up.
                         WITCH (CONT'D)
          HERE, YOU WANT A BEAN?/ HAVE ANOTHER
          BEAN./ BEANS WERE MADE FOR MAKING YOU
          RICH!/ PLANT THEM AND THEY SOAR--/
          HERE, YOU WANT SOME MORE?/ LISTEN TO
          THE ROAR:/ GIANTS BY THE SCORE--!/ OH
          WELL, YOU CAN BLAME ANOTHER WITCH.
          IT'S THE LAST MIDNIGHT,/ IT'S THE LAST
          VERSE./ NOW, BEFORE IT'S PAST
          MIDNIGHT,/ I'M LEAVING YOU MY LAST
          CURSE:/ I'M LEAVING YOU ALONE./ YOU
          CAN TEND THE GARDEN, IT'S YOURS./
          SEPARATE AND ALONE,/ EVERYBODY DOWN ON
          ALL FOURS.
          ALL RIGHT, MOTHER, WHEN?/ LOST THE
          BEANS AGAIN!/ PUNISH ME THE WAY YOU
          DID THEN!/ GIVE ME CLAWS AND A HUNCH,/
          JUST AWAY FROM THIS BUNCH/ AND THE
          GLOOM/ AND THE DOOM/ AND THE BOOM/
         The ground swells beneath her lifting her upwards. Then
         suddenly, the earth deflates into a sinkhole that sucks the
         WITCH to its core, swallowing her up as she lets out her
         final cry.
                         WITCH (CONT'D)
          CRUUUUNCH!
                         96


         The four back up and scatter for safety as a lava-like
         substance oozes from where the Witch disappeared, creating a
         large TAR PIT. As the smoke lifts, the four come together,
         shaken. The BAKER holds the BABY.
                         JACK
          Maybe I shouldn't have stolen from the
          Giant...
                         LRRH
          Maybe I shouldn't have strayed from
          the path...
                         CINDERELLA
          Maybe I shouldn't have attended the
          Ball...
                         BAKER
                         (BITTER)
          Yes. Maybe you shouldn't have...
         He hands CINDERELLA the BABY and turns to leave.
                         JACK
          Where are you going?
                         BAKER
          Away from here.
                         LRRH
          But you said we had to find our way
          out of this together.
                         BAKER
          It doesn't matter whether we're
          together or apart.
                         JACK
          We need your help.
                         BAKER
          You don't understand. My wife was the
          one who helped. I depended on her for
          everything.
                         CINDERELLA
          You would leave your child?
                         BAKER
                         (DESPONDENT)
          He'll be happier in the arms of a
          Princess...
         He begins to walk off.
                         CINDERELLA
          But wait...
         EXT. WOODS - DENSE VERDURE - NIGHT
         The BAKER walks aimlessly through the woods alone.
                         97


          BAKER'S FATHER (O.S.)
          Son.
                         BAKER
          What are you doing here?


         The BAKER turns. His FATHER -- the father he remembers as a
         child -- follows close behind. He wears the identical hunting
         jacket.
                         BAKER (CONT'D)
          I don't want to talk to you. It's
          because of you all of this happened.
          Go away!
                         BAKER'S FATHER
          I'm sorry. I did a foolish thing.
                         BAKER
          Why would you do that? Why did you
          take the Witch's beans?
                         BAKER'S FATHER
          They were there and I wanted them. I
          didn't think. I was being careless --
                         BAKER
          -- Selfish.
                         BAKER'S FATHER
                         YES --
                         BAKER
          You stole them and you were caught,
          and then you did what you do. You just
          ran away.
                         BAKER'S FATHER
          When your mother died, I was... I
          hated myself and I ran from my guilt
          and my shame...
                         BAKER
          ... and your son.
                         BAKER'S FATHER
          Yes, and my son. And I'm sorry for
          that.
                         BAKER
          If you're looking for forgiveness,
          you're not going to get it.
                         BAKER'S FATHER
          I never expected...
                         BAKER
          Then what do you want?
                         98


                         BAKER'S FATHER
          Aren't you making the same mistake?
         The BAKER says nothing.
          BAKER'S FATHER (CONT'D)
          Aren't you running away?
          (the Baker looks
                         AWAY)
          Be better than me, son. Do better...
         The BAKER turns to look at his FATHER, but he is gone. Was he
         ever there?
         The BAKER walks angrily along an overgrown path through the
         woods. He slows, sits down on a tree stump and breaks down,
         his wife's scarf in his hands.
         Slowly he calms himself.
         EXT. WOODS - TALL TREES - NIGHT
         JACK and LRRH are making a plan. CINDERELLA has the BABY.
                         JACK
          If there were just some way we could
          surprise the Giant.
                         LRRH
          She's too tall to surprise.
         They look up as a newly determined BAKER returns.
                         CINDERELLA
          I knew you wouldn't give up.
                         JACK
          He wouldn't leave his baby.
                         LRRH
          It looked like he was going to.
                         BAKER
          Give me my son.
         The BAKER takes the BABY. The baby begins to cry.
                         BAKER (CONT'D)
          (pulling the baby
          close to comfort
                         HIM)
          Hey, hey.
                         LRRH
          What are we going to do now?
                         BAKER
          We need to rid this kingdom of the
          Giant -- together.
                         (MORE)
                         99


                         BAKER (CONT'D)
          She'll be back soon; here's the plan.
          We're going to feed Jack to the Giant.


                         JACK CINDERELLA
         What? No!


                         BAKER (CONT'D)
          We're going to use you as bait to lure
          the Giant towards the tar pit.
         Suddenly a swarm of BIRDS appears overhead.
                         CINDERELLA
          The birds can help!
                         (TO BIRDS)
          Oh good friends we need your help more
          than ever.
                         (BIRDS CHIRP)
          What of the prince?
         She looks to the BAKER awkwardly. Then resolute...
                         CINDERELLA (CONT'D)
          That doesn't matter now! What's
          important is that we find a way to
          defeat the Giant.
                         (BIRDS CHIRP)
          Oh yes, thank you birds.
         The BIRDS fly off. The others look at her with amazement.
                         LRRH
          You can talk to birds?
                         CINDERELLA
          The birds will do their part.
                         BAKER
          Okay, we don't have much time.
                         JACK
          I'm excited.
                         BAKER
          Here's what we're going to do...
         The BAKER leads them away from the tar pit.
         EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS
         CINDERELLA settles the baby.
                         CINDERELLA
          Your father's being very brave. We're
          going to be very brave too.
         The C-PRINCE is passing a nearby path on horseback. He stops
         when he sees CINDERELLA.
                         100


                         C'S PRINCE
                         (CALLING OVER)
          Are you alright, miss?
                         CINDERELLA
          (hiding her face)
          The Giant went in that direction.
         He rides closer.
                         C'S PRINCE
          My darling!
                         (DISMOUNTS)
          I did not recognize you. What are you
          doing here? And with a child? You must
          go back to the castle at once. There's
          a giant on the loose.
                         CINDERELLA
          I'm well aware of that.
         He comes and puts his arm around her, but she pulls away.
                         C'S PRINCE
          My love. What is it?
                         CINDERELLA
          Maybe I'm not your only love.
                         C'S PRINCE
                         (BEAT)
          I love you. Truly I do.


                         CINDERELLA
          If you love me, why did you stray?
                         C'S PRINCE
          I thought if you were mine, that I
          would never wish for more.
                         CINDERELLA
          If this is how you behave as a prince,
          what kind of king will you be?
                         C'S PRINCE
          I was raised to be charming, not
          sincere.
                         CINDERELLA
          I think you should go.
                         C'S PRINCE
          I'm not going to leave you.
                         CINDERELLA
          Consider that I've been lost. A victim
          of the Giant.
                         C'S PRINCE
          Is that what you really wish?
                         101


                         CINDERELLA
          My father's house was a nightmare.
          Your house was a dream. Now I want
          something in-between.
         She takes off her wedding ring and gives it back to him. He
         stands there for a moment, then mounts his horse.
                         C'S PRINCE
          I shall always love the maiden who ran
          away.
                         CINDERELLA
          And I the faraway prince.
         The PRINCE rides off.
                         CUT TO:
         EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS


         ANGLE ON A TREE BY THE TAR PIT
         The BAKER is scaling his way up the tall tree. JACK follows
         him, each carrying slings and stones. A branch gives way
         under JACK but he is able to keep his balance.
                         BAKER
          Careful, there. Not so fast.
                         JACK
          You needn't worry -- this is easier
          than a beanstalk.
         ANGLE ON CINDERELLA. She's sitting on a tree stump, rocking
         the baby. LRRH returns.
                         LRRH
          They're in the tree -- over there. We
          made slings out of my cape.
         LRRH sits next to CINDERELLA.
                         LRRH (CONT'D)
          I wanted to climb too.
                         CINDERELLA
          I'm glad you're here to help me.
         LRRH turns her head away.
                         CINDERELLA (CONT'D)
          What's wrong?
                         LRRH
          I think my mother and my Granny would
          be upset with me.
                         CINDERELLA
          Why?
                         102


                         LRRH
          They said always to make them proud
          and here I am about to kill somebody.
                         CINDERELLA
          Not somebody. A giant who's done a lot
          of harm.
                         LRRH
          But a giant's a person. Aren't we to
          show forgiveness?
                         CINDERELLA
          MOTHER CANNOT GUIDE YOU./ NOW YOU'RE
          ON YOUR OWN./ ONLY ME BESIDE YOU./
          STILL, YOU'RE NOT ALONE./ NO ONE IS
          ALONE, TRULY./ NO ONE IS ALONE.
                         LRRH
          I WISH...
                         CINDERELLA
          I know.
         ANGLE ON TREE
         The BAKER and JACK position themselves on a limb within the
         tree.
                         JACK
          Wait until my mother hears I've slain
          the Giant.
                         BAKER
          Jack, there's something you have to
          know. Your mother...
                         JACK
          What?
                         BAKER
          She didn't make it.
                         JACK
          Was she killed by the Giant?
                         BAKER
          No. It wasn't like that. She was
          fighting with the Giant, trying to
          protect you, and she was pushed by the
          Steward -- and -- she fell.
                         JACK
          The Steward will pay for this.
                         BAKER
          No, Jack --
                         JACK
          After we slay the Giant, I will slay
          him.
                         103


                         BAKER
          You'll do nothing of the kind.
                         JACK
          What he done was wrong. He should be
          punished.
                         BAKER
          It's not as easy as that.
         CUT BACK AND FORTH.
                         CINDERELLA
                         (TO LRRH)
          MOTHER ISN'T HERE NOW.
                         BAKER
                         (TO JACK;
                         CONCILIATORY)
          WRONG THINGS, RIGHT THINGS...
                         CINDERELLA
          WHO KNOWS WHAT SHE'D SAY?
                         BAKER
          WHO CAN SAY WHAT'S TRUE?
                         CINDERELLA
          NOTHING'S QUITE SO CLEAR NOW.
                         BAKER
          DO THINGS, FIGHT THINGS...
                         CINDERELLA
          FEEL YOU'VE LOST YOUR WAY?
                         BAKER
          YOU DECIDE,/ BUT YOU ARE NOT ALONE.
                         CINDERELLA
          YOU ARE NOT ALONE,/ BELIEVE ME./ NO
          ONE IS ALONE.
                         BAKER
          NO ONE IS ALONE,/ BELIEVE ME.
                         CINDERELLA
          TRULY...
                         CINDERELLA/BAKER
          PEOPLE MAKE MISTAKES.
                         BAKER
          FATHERS,
                         CINDERELLA
          MOTHERS,
                         CINDERELLA/BAKER
          PEOPLE MAKE MISTAKES,/ HOLDING TO
          THEIR OWN,/ THINKING THEY'RE ALONE.
                         104


                         CINDERELLA
          HONOR THEIR MISTAKES.
                         BAKER
          FIGHT FOR THEIR MISTAKES--
                         CINDERELLA
                         EVERYBODY MAKES--
                         CINDERELLA/BAKER
          --ONE ANOTHER'S/ TERRIBLE MISTAKES.
          WITCHES CAN BE RIGHT,/ GIANTS CAN BE
          GOOD./ YOU DECIDE WHAT'S RIGHT,/ YOU
          DECIDE WHAT'S GOOD.
                         CINDERELLA
                         JUST REMEMBER:
                         BAKER
                         JUST REMEMBER:
                         CINDERELLA/BAKER
          SOMEONE IS ON YOUR SIDE.
                         LRRH/JACK
          OUR SIDE.
                         CINDERELLA/BAKER
          OUR SIDE./ SOMEONE ELSE IS NOT./ WHILE
          WE'RE SEEING OUR SIDE--
                         LRRH/JACK
                         OUR SIDE--
                         CINDERELLA/BAKER
                         OUR SIDE--
                         ALL FOUR
          MAYBE WE FORGOT:/ THEY ARE NOT ALONE./
          NO ONE IS ALONE.
          SOMEONE IS ON YOUR SIDE--/ NO ONE IS
                         ALONE--
         They're interrupted by the ominous sounds of the approaching
         GIANT.
                         LRRH
          Here she comes!
         ANGLE ON JACK AND THE BAKER.
                         BAKER
          Go, Jack! Be careful.
         ANGLE ON THE GIANT'S FEET
         Destroying everything in its path.
         ANGLE ON JACK, as he scurries up higher in the tree.
                         105


                        WIDE SHOT
         The GIANT approaches LRRH and CINDERELLA.
                         GIANT
          Where is the boy?
                         LRRH
          We have him.
                         GIANT
          Where?
                         LRRH
                         (POINTS)
          He's hiding in that tree!
         JACK pops up and reveals himself at the top of the tree.
                         JACK
          Here I am!
         The GIANT begins to move aggressively towards JACK.
         JACK and the BAKER load their slings.
                         BAKER
          (calling up to JACK)
          Ready?
                         JACK
          Ready!
         ANGLE on the GIANT'S feet, trampling everything in her path.
         Suddenly, she steps into the expanse of the tar pit, which
         slowly stops her in her tracks. She fights to free herself as
         she begins to sink.
         SERIES OF SHOTS
         -- The BIRDS fly from the trees.
         -- BAKER'S POV through the tree branches as the BIRDS swarm
         around the head of the GIANT.
         -- CINDERELLA and LRRH watch and hear the GIANT'S screams.
                         CINDERELLA
          Good birds!
                         LRRH
          She doesn't look happy.
         -- the BAKER and JACK use their slings to fire stones at the
         GIANT.
         -- JACK shimmies to the end of a high limb for better aim.
         -- The GIANT reaches blindly towards JACK.
                         106


                         LRRH (CONT'D)
          Look out Jack!
         -- The GIANT seizes hold of the branch where JACK is standing
         which knocks JACK off. JACK catches himself on the way down,
         grabbing the branch, and hangs on for dear life. Using one
         hand, JACK whirls his sling and delivers a knock-out blow to
         the GIANT'S forehead.
         -- The GIANT reacts and begins to sway.
         BAKER'S POV of the GIANT'S eye as she fall towards him.
         The GIANT'S hand grabs some tree branches, as she fights for
         her balance. We hear the crackling branches as the GIANT
         FALLS pulling the tree down with her, snapping it in a final
         deafening THUD.
         EXT. WOODS - TALL TREES - NIGHT - CONTINUOUS
         CINDERELLA and LRRH run around the gigantic, exposed roots.
                         CINDERELLA
          Where are they?
                         LRRH
          Jack? Mr. Baker?
                         CINDERELLA
          Jack?
                         JACK
          Over here!
                         LRRH
          Jack!
                         LRRH (CONT'D)
                         (TO LRRH)
          Will you take him.
         LRRH takes the BABY as CINDERELLA helps JACK out of the tree
         roots.
                         CINDERELLA
          Oh, be careful, are you alright?
                         JACK
          Where is he?
                         CINDERELLA
          He's not with you?
                         LRRH
          Mr. Baker?
         All three feverishly look for him.
                         107


                         BAKER
          Jack, Jack!
                         JACK
          Help me. Help me!
                         BAKER
          Jack, I'm here.
         CINDERELLA helps JACK lift the tree branch as the BAKER,
         breathless, crawls out from beneath its grasp. He is
         scratched up, but relieved. CINDERELLA takes the BABY from
         LRRH.
                         CINDERELLA
          Let me take him.
                         BAKER
          (To Jack then LRRH)
          Are you okay? Are you alright? We did
          it! We did it! Come here.
         They embrace the BAKER. There's a moment of realization of
         what just happened as they look up at the roots of the fallen
         tree.


                         BAKER (CONT'D)
          Now we can all return home.
                         JACK
          What home? I have no one to take care
          of me.
                         LRRH
          (to the BAKER)
          And we have nowhere to go, so we'll
          move in with you.
                         BAKER
                         WELL --
         He hesitates then:
                         BAKER (CONT'D)
          -- of course you can come home with
          me.
                         JACK
                         (TO CINDERELLA)
          And you can come, too.
                         BAKER
          If you want to.
                         CINDERELLA
          I'll gladly help you with your house.
          There are times when I actually enjoy
          cleaning.
                         108


         The BABY begins to whimper. The BAKER walks towards
         CINDERELLA and his SON.
                         BAKER
          Here -- give him to me.
         The BAKER walks away from the group, trying to settle his
         SON. He wraps his SCARF around the BABY.
                         BAKER (CONT'D)
          (to the BABY)
          Hey, hey, hey, come on now. Hey,
          please, come on, come on, it's okay. I
          know you miss your mother.
         The BAKER sits on a fallen tree trunk.
                         BAKER (CONT'D)
          I miss her too.
         The BABY cries.
                         BAKER (CONT'D)
          Sssh!
         The BABY still cries.
                         BAKER (CONT'D)
          MAYBE I JUST WASN'T MEANT TO HAVE
                         CHILDREN--
         The BAKER hears his WIFE'S voice. We see her over his
         shoulder.
                         WIFE
          DON'T SAY THAT!/ OF COURSE YOU WERE
          MEANT TO HAVE CHILDREN.
                         BAKER
          BUT HOW CAN I GO ABOUT BEING A FATHER/
          WHEN I HAD NO FATHER TO SHOW ME?
                         WIFE
          JUST CALM THE CHILD.
                         BAKER
          YES, CALM THE CHILD.


                         WIFE
          LOOK, TELL HIM THE STORY/ OF HOW IT
          ALL HAPPENED./ BE FATHER AND MOTHER,/
          YOU'LL KNOW WHAT TO DO.
                         BAKER
          ALONE...
                         109


                         WIFE
          SOMETIMES PEOPLE LEAVE YOU/ HALFWAY
          THROUGH THE WOOD./ DO NOT LET IT
          GRIEVE YOU,/ NO ONE LEAVES FOR GOOD./
          YOU ARE NOT ALONE./ NO ONE IS ALONE.
          HOLD HIM TO THE LIGHT NOW./ LET HIM
          SEE THE GLOW./ THINGS WILL BE ALL
          RIGHT NOW./ TELL HIM WHAT YOU KNOW...
                         BAKER
          Shhhh.
         As the Baker holds his son close, the baby begins to calm
         down for the first time in his father's arms and his WIFE
         disappears.
         The BAKER tells the story to his son -- THE SAME STORY AS WE
         HEARD AT THE BEGINNING.
          BAKER (CONT'D) WITCH (V.O.)
         Once upon a time...in a far CAREFUL THE THINGS YOU SAY,/
         off kingdom...there lay a CHILDREN WILL LISTEN./
         small village at the edge of CAREFUL THE THINGS YOU DO,/
         the woods... And in this CHILDREN WILL SEE./ AND
         village lived a young LEARN.
         maiden...a carefree young
         lad...and a childless
         baker...with his wife.


         LRRH, JACK, and CINDERELLA join the BAKER.
          WITCH (V.O.)
                         BAKER
          GUIDE THEM ALONG THE WAY,/
         And one day, the baker and
          CHILDREN WILL GLISTEN./
         his wife were in their shop
          CHILDREN WILL LOOK TO YOU/
         when a witch burst in,
          FOR WHICH WAY TO TURN,/ TO
         blowing the door off its
          LEARN WHAT TO BE.
         hinges...


          WITCH (V.O.)
          CAREFUL BEFORE YOU SAY,/ "LISTEN TO
          ME."/ CHILDREN WILL LISTEN.
         The light of the new dawn streams down on them, framing the
         newly formed family. As the BAKER continues to tell the story
         the CAMERA SLOWLY PULLS UP overhead to reveal the vast woods,
         now changed by the Giant's path.
         The CAMERA then carries us back beyond the woods and to the
         Village where we see the destruction that has visited it.
          WITCH & ALL (V.O.)
          CAREFUL THE WISH YOU MAKE,/ WISHES ARE
          CHILDREN./ CAREFUL THE PATH THEY TAKE--
          / WISHES COME TRUE,/ NOT FREE.
          CAREFUL THE SPELL YOU CAST,/ NOT JUST
          ON CHILDREN./ SOMETIMES THE SPELL MAY
          LAST/ PAST WHAT YOU CAN SEE/ AND TURN
          AGAINST YOU...
                         110


         The CAMERA finally pans up from the Village to the sky and we
         are returned to where we began: the grey clouds of an early
         morning sky.
          WITCH (V.O.)
          CAREFUL THE TALE YOU TELL./ THAT IS
          THE SPELL./ CHILDREN WILL LISTEN...
         FADE TO BLACK
                         THE END