Into the Woods notes

7/23/2019 Into the Woods notes

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INTO THE WOODS

Screenplay by

James Lapine

Music and Lyrics by

Stephen Sondheim

Based on the musical by

Stephen Sondheim and James Lapine


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MUSICAL NUMBERS

Prologue: Into the Woods(page 1)...............Baker, Cinderella,Jack, Wife, Stepmother, Florinda, Lucinda,

Jack's Mother, LRRH, Witch

Cinderella at the Grave(page 21)..............Cinderella's Mother

Hello, Little Girl(page 23)............................Wolf, LRRH

The cow as white as milk(page 26)..................Baker, Wife

I Know Things Now(page 33)...................................LRRH

A Very Nice Prince(page 37)......................Wife, Cinderella

Giants in the Sky(page 40)...................................Jack

Agony(page 46).............Cinderella's Prince, Rapunzel's Prince

It Takes Two(page 51).................................Baker, Wife

Stay with Me(page 54).......................................Witch

On the Steps of the Palace(page 59)....................Cinderella

Careful my toe(page 63)..........Stepmother, Florinda, Lucinda

Witch's Lament(page 81).....................................Witch

Any Moment(page 84).....................Cinderella's Prince, Wife

Moments in the Woods(page 86)................................Wife

Your Fault(page 90)..........Baker, Jack, Cinderella, LRRH, Witch

Last Midnight(page 94)......................................Witch

No One Is Alone(page 102)............Cinderella, LRRH, Baker, Jack

Finale/Children Will Listen(page 108)................................Baker, Wife, Witch, ALL

ii.


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FADE UP

Grey clouds of an early morning sky.

BAKER (V.O.)Once upon a time, in a far offkingdom, there lay a small village at

the edge of the woods...

Suddenly, the WELL-WORN BOOT of Cinderella steps into theframe and lands on what we thought was the sky, but in factis simply its reflection in a puddle of water. A strong CHORDaccents the splash and we begin a musical vamp.

EXT. CINDERELLAS HOUSE - DAYBREAK

CLOSE-UP on CINDERELLAS dirty hand as it reaches down togather 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, thesame 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 herbrow and trudges towards the back of a large house, thekindling under her arm.

CINDERELLAMORE THAN LIFE...MORE THAN JEWELS...

EXT. JACKS FARMHOUSE - DAY

CLOSE-UP on JACKS 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 bonycow MILKY-WHITE towards his dilapidated cottage.

JACKI WISH...MORE THAN LIFE...


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INT. BAKERS COTTAGE - DAY

CLOSE-UP on a ball of dough. The BAKERS thick hand poundsit.

BAKER (V.O.)... and a childless baker...

ANGLE ON THE BAKER AND HIS WIFE

Hard-working and honest, he is kneading the dough which shethen takes and puts in the oven.

BAKER/BAKERS WIFEI WISH...

BAKER (V.O.)... with his Wife--

BAKERMORE THAN ANYTHING...

WIFEMORE THAN THE MOON...

BAKER/BAKERS WIFEI WISH...

INT. CINDERELLAS HOUSE - KITCHEN - DAY

CINDERELLA scrubs a huge pot.

CINDERELLATHE KING IS GIVING A FESTIVAL.


The WIFE rolls the dough as the BAKER stokes the hot oven.

BAKER/WIFEMORE THAN LIFE...

INT. JACKS FARMHOUSE - DAY

Inside the tiny cottage, the COW stands bewildered as JACKtries tomilk her without success.

JACK(to Milky-White)

I WISH...


CINDERELLAI WISH TO GO TO THE FESTIVAL--

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BAKER/WIFEMORE THAN RICHES...


CINDERELLA-- AND THE BALL...


JACKI WISH MY COW WOULD GIVE US SOME MILK.


The WIFE lifts a heavy sack of flour.

WIFE/CINDERELLAMORE THAN ANYTHING...

The BAKER takes bread from the oven.

BAKERI WISH WE HAD A CHILD.


Now leaning his shoulder against the cow for more leverage ashe squeezes her udders.

JACKPLEASE, PAL.

INT. BAKERS COTTAGE - DAYWIFE

I WANT A CHILD.


JACK(frustrated)

SQUEEZE, PAL...

INT. CINDERELLAS HOUSE/JACKS HOUSE/BAKERS COTTAGE - DAY

She is now scrubbing the floor in front of a large fireplace.

CINDERELLAI WISH TO GO TO THE FESTIVAL.

JACKI WISH YOUD GIVE US SOMEMILK/ OR EVEN CHEESE...

BAKER/WIFEI WISH WE MIGHT HAVE A CHILD.

ALLI WISH...

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CINDERELLAS STEPMOTHER moves towards her threateningly.


CINDERELLAS STEPMOTHER dressed in a robe, her blonde hairrolled 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 girls parents had died--

Her two daughters, also blonde, FLORINDA and LUCINDA, appearon the stairwell. Theyre junior versions of Mom.

STEPMOTHERYOU, CINDERELLA, THE FESTIVAL?/ YOUWISH TO GO TO THE FESTIVAL?

FLORINDA and LUCINDA move to join their MOTHER.

FLORINDA(overlapping)

WHAT, YOU,CINDERELLA? THEFESTIVAL? THE FESTIVAL?

LUCINDAWHAT, YOU WISH TO GO TO THEFESTIVAL?

STEPMOTHER/STEPSISTERSTHE FESTIVAL?!/ THE KINGS FESTIVAL!??

BAKER (V.O.)And now she lived with herstepmother...

STEPMOTHERTHE FESTIVAL?!!!

BAKER (V.O.)...who had two daughters of her own.

CINDERELLA rises and shyly retreats, but the STEPSISTERSsweep around her menacingly.

FLORINDA(grabbing her hand)

LOOK AT YOUR NAILS!

LUCINDA(pulling on her)

LOOK AT YOUR DRESS!

STEPMOTHERPEOPLE WOULD LAUGH AT YOU!

CINDERELLANEVERTHELESS--

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STEPMOTHER/STEPSISTERS/CINDERELLASHE/YOU/I STILL WANT(S)/ WISH TO GOTHE FESTIVAL--/ AND DANCE BEFORE THEPRINCE?!

They roar in derision.

BAKER (V.O.)All three were beautiful of face, butvile and black of heart.


JACKS MOTHER, bedraggled, takes in the laundry.

BAKER (V.O.)The young lad had no father, and hismother--

JACKS MOTHERI WISH...

BAKER (V.O.)Well, she was at her wits end--

JACKS MOTHERI WISH MY SON WERE NOT A FOOL./ I WISHMY HOUSE WAS NOT A MESS./ I WISH THECOW WAS FULL OF MILK./ I WISH THEWALLS WERE FULL OF GOLD--/ I WISH ALOT OF THINGS.

INT. JACKS FARMHOUSE - DAY - CONTINUOUS

JACKS MOTHER enters the house and stops dead in her trackswhen she sees the cow.

JACKS MOTHERWhat in heavens name are you doingwith the cow inside the house?

JACKI thought if he was nice and warm hemight produce some milk.

JACKS MOTHERIts a she! How many times must I tellyou? Only shes can give milk!


The BAKER and his WIFE are scurrying about the kitchen.

BAKER (V.O.)And then there was a hungry littlegirl who always wore a red cape...

The BAKER turns to see a small hand rise up and snatch one ofthe BUNS off the counter.

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BAKERHey!

The BAKER swiftly comes around the counter where a small,plump young girl in a red cape, LITTLE RED RIDING HOODstudies the goodies.

LRRHI WISH./ ITS NOT FOR ME,/ ITS FOR MYGRANNY IN THE WOODS./ A LOAF OF BREAD,PLEASE,/ TO BRING MY POOR OLD HUNGRY/GRANNY IN THE WOODS.../ JUST A LOAF OFBREAD, PLEASE.


The STEPSISTERS are still laughing at CINDERELLA. TheSTEPMOTHER looks around the room and sees a large bowl oflentils. She walks over, picks it up and violently flings thebowl towards CINDERELLA strewing the beans across the roomand into the fireplace.

STEPMOTHER(cheery)Cinderella, if you can pick up theselentils, and finish your chores intime, then you may go to the ball withus.

(to her DAUGHTERS)Come along, ladies...

STEPSISTERSYes, Mother.

They sweep out of the room giggling.

BACK ON CINDERELLA. She stands forlornly, studying the messthat awaits her. She closes her eyes and begins to gentlysway as if going into a trance.

CINDERELLACOME LITTLE BIRDS,/ DOWN FROM THEEAVES/ AND THE LEAVES,/ OVER FIELDS,/OUT OF CASTLES AND PONDS.../ AHHHHH...


JACK is trying to milk the COW as his MOTHER looks ondubiously.

JACK

NO, SQUEEZE, PAL ...

JACKS MOTHER hears the loud squalling of birds and runs tothe window, sticking her head out.

JACKS MOTHERS POV

Birds flying en masseover their house.

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EXT. CINDERELLAS HOUSE - DAY

We see the BIRDS swarming and flying down the chimney.


CINDERELLA opens her eyes to greet the birds that now

surround her.

CINDERELLAQUICK, LITTLE BIRDS,/ FLICK THROUGHTHE ASHES./ PICK AND PECK, BUTSWIFTLY,/ SIFT THROUGH THE ASHES./INTO THE POT...

The BIRDS spread out and begin their task.


JACK sits atop MILKY-WHITE as if she were a horse, his armWHIRLING as he releases a sling and sends a STONE hurtlingtowards a TIN CUP on top of the door frame. There is a loudCLANG.

JACKBullseye!

JACKS MOTHER was just exiting the house. The CUP falls down,narrowly missing her.

JACKS MOTHERWhat are you doing? Stop yourpretending!

She grabs JACKS sling and pulls him away from the COW.

JACKS MOTHER (CONTD)Now listen to me well, son.Milky-White must be taken to market.

JACKMother, no-- hes the best cow in theworld--

JACKS MOTHERWas. Shes been dry for weeks. Weveno food or money and no choice but tosell her.

JACK

But Milky-White is my best friend!JACKS MOTHER

Look at her!THERE ARE BUGS ON HER DUGS./ THERE AREFLIES IN HER EYES./ THERES A LUMP ONHER RUMP/ BIG ENOUGH TO BE A HUMP!

JACKBut--

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JACKS MOTHERWEVE NO TIME TO SIT AND DITHER/ WHILEHER WITHERS WITHER WITH HER--/ AND NOONE KEEPS A COW FOR A FRIEND!Sometimes I wonder whats in that headof yours.


LRRH gives the BAKER a coin as his WIFE looks on adoringly.She loves having the little girl here. The Baker, not somuch.

LRRHINTO THE WOODS, ITS TIME TO GO,/ IHATE TO LEAVE, I HAVE TO, THOUGH./INTO THE WOODS-- ITS TIME, AND SO/ IMUST BEGIN MY JOURNEY.INTO THE WOODS AND THROUGH THE TREES/TO WHERE I AM EXPECTED, MAAM,/ INTOTHE WOODS TO GRANDMOTHERS HOUSE...

She shoves the entire bun into her mouth.

LRRH (CONTD)(with her mouth full)

INTO THE WOODS TO GRANDMOTHERSHOUSE...

WIFEYoure certain of your way?

As LRRH sings, she begins to help herself to all the buns shecan 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 TREESARE JUST WOOD./

(to the Wife)I SORT OF HATE TO ASK IT,/ BUT DO YOUHAVE A BASKET?

The WIFE reaches for a basket, while the BAKER tries to wrestaway a bun or two from the girl.

BAKERI dont suppose youre planning onbuying any of these?

The WIFE gives the BAKER a look, then hands LRRH a basket.

WIFENow, dont stray and be late!

BAKERAnd you might save some of thosesweets for Granny.

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EXT. THE VILLAGE - DAY - MOMENTS LATER

The BAKER, and his WIFE are in front of their shop, watchingas LRRH skips down the lane.

LRRH(to herself))

INTO THE WOODS AND DOWN THE DELL,/ THEPATH IS STRAIGHT, I KNOW IT WELL./INTO THE WOODS, AND WHO CAN TELL/WHATS WAITING ON THE JOURNEY?/ INTOTHE WOODS TO BRING SOME BREAD/ TOGRANNY WHO IS SICK IN BED./ NEVER CANTELL WHAT LIES AHEAD,/ FOR ALL THAT IKNOW, SHES ALREADY DEAD.

Her path takes her through an ancient GRAVEYARD and ontowards the forests edge.

LRRH (CONTD)BUT INTO THE WOODS,/ INTO THE WOODS,/INTO THE WOODS/ TO GRANDMOTHERS

HOUSE/ AND HOME BEFORE DARK!


The BIRDS are dropping the last of the lentils into the pot.

LUCINDA (O.S.)Cinderella!

FLORINDA (O.S.)Get up here!

CINDERELLAFLY BIRDS,/ BACK TO THE SKY,/

The BIRDS begin to make their way out through the fireplaceand windows as CINDERELLA sings her incantation.

LUCINDA (O.S.)We are waiting!

CINDERELLABACK TO THE EAVES/ AND THE LEAVES/ ANDTHE FIELDS/ AND THE--

INT. CINDERELLAS HOUSE - DRESSING ROOM - DAY

A room of mirrors. LUCINDA and FLORINDA, dressed in theirball gowns, study themselves side by side, reflected over andover. CINDERELLA enters through a mirrored door, breaking theimage.

FLORINDAHURRY UP AND DO MY HAIR, CINDERELLA!

FLORINDA pulls at one of LUCINDAS bows.

FLORINDA (CONTD)ARE YOU REALLY WEARING THAT?

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LUCINDA grabs CINDERELLA.

LUCINDA(pointing to hersleeve)

HERE, I FOUND A LITTLE TEAR,CINDERELLA!

LUCINDA eyes FLORINDAS hair.

LUCINDA (CONTD)CANT YOU HIDE IT WITH A HAT?

CINDERELLA grabs a stool and brings it next to FLORINDA.

CINDERELLAYOU LOOK BEAUTIFUL.

She stands on the stool and begins fixing FLORINDAS hair.

FLORINDAI know.

LUCINDAShe means me.

FLORINDANo, she didnt!

The two STEPSISTERS bicker as CINDERELLA brushes and twiststheir hair into tight curls:

CINDERELLA (V.O.)(internal)

MOTHER SAID BE GOOD,/ FATHER SAID BENICE,/ THAT WAS ALWAYS THEIR ADVICE./

SO BE NICE, CINDERELLA,/ GOOD,CINDERELLA,/ NICE GOOD GOOD NICE--

FLORINDATighter!

CINDERELLA obliges and becomes more aggressive with the hairstyling, her emotions building as she thinks to herself:

CINDERELLA (V.O.)WHATS THE GOOD OF BEING GOOD/ IFEVERYONE IS BLIND/ ALWAYS LEAVING YOUBEHIND?/ NEVER MIND, CINDERELLA,/ KINDCINDERELLA--/ NICE GOOD NICE KIND GOODNICE--

FLORINDA screams, bringing CINDERELLA back to reality.

FLORINDAOw! Not that tight! Clod!

She reels around and smacks CINDERELLA who stands stunned.The STEPSISTERS giggle and snort.

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INT. BAKERS COTTAGE - DAY - LATER

The BAKER and his WIFE are cleaning up after their dayswork. There is an unexpected knock at the door. They stare atone another momentarily.

BAKER

Who might that be?WIFE

(calling out)Weve sold our last loaf of bread!

The BAKER opens the window a crack to see who is at the door.

BAKER(alarmed)

Its the Witch from next door!

The DOOR pops off its frame and goes flying across the roomin a giant puff of smoke. The BAKER and his WIFE scream andcower in a corner.

As the fog clears, we see the WITCH for the first time andshes not a pretty sight. MICE and other vermin drop frombeneath her cape and scatter through the cottage.

WIFEWe have no bread.

WITCHI dont want your bread.

BAKERThen what is it you wish?

WITCHIts not what I wish. Its what youwish.

She moves towards the WIFE as the BAKER tries unsuccessfullyto protect her. She points her gross finger towards herbelly.

WITCH (CONTD)Nothing cooking in that belly now, isthere? And there will never be...

She looks away.

WITCH (CONTD)Unless you do exactly as I say. Inthree days time, a Blue Moon willappear. Only then can the curse beundone.

WIFEWhat curse?

WITCHThe one I placed on this house!

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BAKERWhat are you talking about?

WITCHIn the past, when you were no morethan a babe, your father brought hisyoung wife and you to this cottage.

They were a lovely couple. But notlovely neighbors. You see, your motherwas with child and she developed anunusual appetite. She admired mybeautiful garden and she told yourfather that what she wanted, more thananything in the world was--

GREENS, GREENS, AND NOTHING BUTGREENS:/ PARSLEY, PEPPERS, CABBAGESAND CELERY./ ASPARAGUS AND WATERCRESSAND/ FIDDLEFERNS AND LETTUCE--!/ HESAID, ALL RIGHT,/ BUT IT WASNT,QUITE,/ CAUSE I CAUGHT HIM/ IN THEAUTUMN/ IN MY GARDEN ONE NIGHT!

EXT. WITCHS GARDEN - NIGHT - FLASHBACK

WITCHS POV

In the moonlight, we see the BAKERS FATHER, wearing ahunting jacket, scale over the WITCHS wall and into hergarden. From behind a wooden trellis, she WATCHES him as hegathers her greens:

WITCH (V.O.)HE WAS ROBBING ME,/ RAPING ME,/ROOTING THROUGH MY RUTABAGA,/ RAIDINGMY ARUGULA

INT. BAKERS COTTAGE - DAY - PRESENT

WITCHAND/ RIPPING UP THE RAMPION/ (MYCHAMPION!/ MY FAVORITE!)I SHOULD HAVE LAID A SPELL ON HIMRIGHT THERE--/ I COULD HAVE TURNED HIMINTO STONE/ OR A DOG OR A CHAIR.../BUT I LET HIM HAVE THE RAMPION/ IDLOTS TO SPARE.


Again, only seeing the WITCH from behind, she confronts theBAKERS FATHER as he sheepishly holds the stolen vegetables.

WITCH (V.O.)IN RETURN, HOWEVER,/ I SAID, FAIR ISFAIR:/ YOU CAN LET ME HAVE THE BABY/THAT YOUR WIFE WILL BEAR,

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WITCHAND WELL CALL IT SQUARE.

BAKERI had a brother?

WITCHNo. But you had a sister.

BAKERWhere is she?

WITCHShes mine now and youll never findher! Small price to pay for what elseyour father stole from me. It cost memy youth, my beauty. My mother warnedme she would punish me with the curseof ugliness if I ever lost them.

WIFELost what?

WITCH(impatient)

The beans!

BAKER/WIFEBeans?

WITCHTHE SPECIAL BEANS!


The BAKERS FATHER steals the WITCHS beans and pockets them.

WITCH (V.O.)I LET HIM GO,/ I DIDNT KNOW/ HEDSTOLEN MY BEANS!

WITCHS POV - the BAKERS FATHER scales his way back over thegarden wall.

WITCH (V.O.)

I WAS WATCHING HIM CRAWL/ BACK OVERTHE WALL,/ WHEN BANG! CRASH!/ THELIGHTNING FLASH!/

Lights suddenly illuminate the BAKERS FATHER as if it was aflash from the Hiroshima blast. A look of horror crosses hisface.

BAKERS FATHERS POV

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Light illuminates the WITCH as she walks back towards herhouse. Suddenly her youthful hands morph before our eyes intothose of an aged hag. The CAMERA PANS UP to find her witheredface.


A LIGHTNING FLASH rips through the Bakers cottage.

WITCHWELL, THATS ANOTHER STORY--/ NEVERMIND./ ANYWAY, AT LAST/ THE BIG DAYCAME/ AND I MADE MY CLAIM./ OH, DONTTAKE AWAY THE BABY,/ THEY SHRIEKEDAND SCREECHED,/

INT. BAKERS COTTAGE - NIGHT - FLASHBACK

We see the WITCHS gross hands snatch the baby from a cradle.

WITCH (V.O.)

BUT I DID, AND I HID HER/ WHERE SHELLNEVER BE REACHED.


WITCHAND YOUR FATHER CRIED/ AND YOUR MOTHERDIED,/ WHEN FOR EXTRA MEASURE--/ IADMIT IT WAS A PLEASURE--/ I SAID,SORRY, IM STILL NOT MOLLIFIED./ ANDI LAID A LITTLE SPELL ON THEM--/ YOUTOO, SON--/ THAT YOUR FAMILY TREE/WOULD ALWAYS BE/ A BARREN ONE...

The WIFE falls into the BAKERS arms, weeping.

BAKERHow could you do that to me?

WITCHAnd when your mother died, your fatherdeserted you. Your father was nofather -- so why should you be?

BAKER(to his WIFE)

Im so sorry...

WITCHNOW THERES NO MORE FUSS/ AND THERESNO MORE SCENES/ AND MY GARDEN THRIVES -/ YOU SHOULD SEE MY NECTARINES!/ BUTIM TELLING YOU THE SAME/ I TELL KINGSAND QUEENS:

The WITCH grabs some magical looking beans from a SMALLSATCHEL she carries across her body. She displays them.

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WITCH (CONTD)DONT EVER NEVER EVER/ MESS AROUNDWITH MY GREENS!/ ESPECIALLY THE BEANS.


JACK with his cow stands outside with his MOTHER.

JACKWhy do I have to go to the nextvillage?

JACKS MOTHERBecause everyone in this village knowsthe cow hasnt given a drop of milk inweeks.

JACKBut thats cheating.

JACKS MOTHERWere starving, Jack. Dont youunderstand that? Youre not to takeless than five pounds for her. Are youlistening to me?

JACK(hes not)

Yes.

JACKS MOTHERHow much are you to ask?

JACKNo more than five pounds.

She grabs his ear and squeezes it hard.

JACKS MOTHERLess! Than five.

JACK... than five!

She lets go and puts the COWS leash in his hand and pusheshim down the road towards the woods.

JACKS MOTHERINTO THE WOODS, THE TIME IS NOW./ WEHAVE TO LIVE, I DONT CARE HOW./ INTOTHE WOODS TO SELL THE COW,/ YOU MUSTBEGIN THE JOURNEY./ STRAIGHT THROUGHTHE WOODS AND DONT DELAY,/ WE HAVE TO

FACE/ THE MARKETPLACE./ INTO THE WOODSTO JOURNEYS END--

JACK(stops; sadly)

INTO THE WOODS TO SELL A FRIEND--

INT. BAKERS COTTAGE - DAY - CONTINUOUS

The WITCH, the BAKER, the BAKERS WIFE.

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WITCHYOU WISH TO HAVE THE CURSE REVERSED?

The BAKER and his WIFE nod.

WITCH (CONTD)ILL NEED A CERTAIN POTION FIRST.

The WITCH intently turns on them.

WITCH (CONTD)GO TO THE WOOD AND BRING ME BACK/ ONE:THE COW AS WHITE AS MILK,/ TWO: THECAPE AS RED AS BLOOD,/ THREE: THE HAIRAS YELLOW AS CORN,/ FOUR: THE SLIPPERAS PURE AS GOLD./ BRING ME THESEBEFORE THE CHIME/ OF MIDNIGHT IN THREEDAYS TIME,/ TIS THEN THE BLUE MOONREAPPEARS,/ WHICH COMES BUT ONCE EACHHUNDRED YEARS./ BRING THEM AND IGUARANTEE,/ A CHILD AS PERFECT ASCHILD CAN BE.

(she explodes)Go to the wood!

The WITCH flings her arms and a hundred-mile wind throws thecouple and all of their belongings across the room as shedisappears in a cloud of smoke -- or is it flour?

EXT. CINDERELLAS HOUSE - ENTRY COURTYARD - DAY

An open-air carriage and horses wait in the courtyard. TheSTEPMOTHER, dressed to the nines, sweeps out of the house andimpatiently calls over her shoulder.

STEPMOTHER

Ladies. Our carriage awaits!CINDERELLA darts out of the house holding out the bowl oflentils to her STEPMOTHER.

CINDERELLANOW MAY I GO TO THE FESTIVAL?

STEPMOTHERThe Festival! DARLING, THOSE NAILS!/DARLING, THOSE CLOTHES!/ LENTILS AREONE THING, BUT/ DARLING, WITH THOSE,/YOUD MAKE US THE FOOLS OF THEFESTIVAL/ AND MORTIFY THE PRINCE!

CINDERELLAThe festival lasts three nights.Surely you can let me be there for oneof them.

STEPMOTHERThe King is trying to find his son awife -- not a scullery maid! We mustbe gone!

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As the STEPMOTHER climbs into the carriage, the STEPSISTERSrace by in their fancy attire, whooshing past CINDERELLAexcitedly.

As CINDERELLA watches from the doorway, the carriage leavesthrough the gate.

CINDERELLAI WISH...


The BAKER is trying to clean up the mess when his WIFE racesdownstairs holding his FATHERS HUNTING JACKET. She hands itto the BAKER.

WIFEHere. Take this...

BAKERIm not wearing that.

WIFEWhy?

BAKERIt was my fathers. You heard what shesaid. This is all his fault.

The BAKER throws the jacket to the ground.

BAKER (CONTD)I want nothing to do with him!

The WIFE sees that BEANS have spilled out of the pocket.

WIFELook!

She picks them up.

WIFE (CONTD)Beans. The Witchs beans! Well takethem with us.

BAKER(realizing)

We? Wait a minute! Youre not coming.Its not safe out there.

The BAKER puts a hunting knife in his belt.WIFE

I can help you.

BAKERNo. I can do this on my own.

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BAKERTHE SPELL IS ON MY HOUSE./ONLY I CAN LIFT THE SPELL,/THE SPELL IS ON MY HOUSE.

WIFENO, NO, THE SPELL IS ON OURHOUSE./ WE MUST LIFT THESPELL TOGETHER,/ THE SPELL ISON OUR HOUSE.

BAKER (CONTD)Now tell me. What am I to return with?

WIFEYou dont remember?!THE COW AS WHITE AS MILK,/ THE CAPE ASRED AS BLOOD,/ THE HAIR AS YELLOW ASCORN,/ THE SLIPPER AS PURE AS GOLD.

BAKER(memorizing)

THE COW AS WHITE AS MILK,/ THE CAPE ASRED AS BLOOD,/ THE HAIR AS YELLOW ASCORN,/ THE SLIPPER AS PURE AS GOLD...

EXT. CINDERELLAS HOUSE - ENTRY COURTYARD - DAY

As CINDERELLA approaches the gate, an old GROUNDSKEEPERcloses and locks it.

CINDERELLAI STILL WISH TO GO TO THE FESTIVAL,/BUT HOW AM I EVER TO GET TO THEFESTIVAL?

EXT. THE VILLAGE/CINDERELLAS HOUSE - DAY

With the cottage behind him, the BAKER appears dressed forhis journey. His WIFE hurries towards him with his satcheland places it around his neck. He proceeds down thecobblestone lane, his WIFE walking next to him.

CINDERELLA looks through the bars, watching the CARRIAGEdisappear down the road.

BAKERTHE COW AS WHITE AS MILK,/ THE CAPE ASRED AS BLOOD,/ THE HAIR AS YELLOW ASCORN...

WIFE(prompting him)

THE SLIPPER...

CINDERELLAI KNOW -- ILL VISIT MOTHERSGRAVE,/ THE GRAVE AT THEWILLOW TREE,/ AND TELL HER I

JUST WANT TO GO TO THE KINGSFESTIVAL...

BAKER (CONTD)THE SLIPPER AS PURE ASGOLD.../ THE COW, THE CAPE/THE SLIPPER AS PURE ASGOLD...

WIFETHE HAIR!

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EXT. CINDERELLAS HOUSE/EXT. VILLAGE - DAY - INTERCUT

CINDERELLA has thrown a shawl around herself and is headingout the back of the house. She places a ladder against thestone wall and begins to climb. The BAKER and his WIFE leavethe village and begin moving towards the woods.

CINDERELLA/BAKERINTO THE WOODS, ITS TIME TO GO,/ ITMAY BE ALL IN VAIN, YOU (I) KNOW./INTO THE WOODS-- BUT EVEN SO,/ I HAVETO TAKE THE JOURNEY.

WIFEINTO THE WOODS/ THE PATH IS STRAIGHT,/YOU KNOW IT WELL,

BAKERBUT WHO CAN TELL--?

WIFE(giving him a little

push)INTO THE WOODS TO LIFT THE SPELL--

EXT. CINDERELLAS HOUSE - DAY

CINDERELLA climbs over the wall.

CINDERELLAINTO THE WOODS TO VISIT MOTHER--

EXT. DIRT ROAD BY JACKS FARMHOUSE - DAY

JACKS MOTHER watches from the distance as JACK leads MILKY-WHITE up the path.

JACKS MOTHER(calling after him)

INTO THE WOODS TO SELL THE COW--

JACKTO GET THE MONEY!--

EXT. CINDERELLAS HOUSE - OTHER SIDE OF THE WALL - DAY

CINDERELLA drops down from the wall and runs off.

CINDERELLATO GO THE FESTIVAL--

EXT. WOODS - NATURAL ARCHWAY/STREAM - DAY

LRRH enters an archway that frames the entrance into thewoods.

LRRHINTO THE WOODS TO GRANDMOTHERSHOUSE.../ INTO THE WOODS TOGRANDMOTHERS HOUSE...

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INTERCUTTING: THE BAKER entering the same archway; CINDERELLAcrossing a stream; and LRRH weaving her way down a gully.

CINDERELLA/BAKER/LRRHTHE 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 AFRAIDTHERE--

All THREE of them stop with sudden trepidation.

BAKERTHERES SOMETHING IN THE GLADE THERE.

The BAKER walks deeper into the woods.

EXT. DIRT ROAD BY JACKS FARMHOUSE - DAY

The carriage carrying the STEPFAMILY crosses a small countrybridge, then passes JACKS MOTHER. One of the wheels turns ina puddle and splashes her with mud.

ALLINTO THE WOODS WITHOUT DELAY,/ BUTCAREFUL NOT TO LOSE THE WAY./ INTO THEWOODS, WHO KNOWS WHAT MAY/ BE LURKINGON THE JOURNEY?

EXT. WOODS - NATURAL ARCHWAY - DAY

JACK enters the archway into the woods with his COW.

ALLINTO THE WOODS TO GET THE THING/THAT MAKES IT WORTH THE JOURNEYING.

EXT. WOODS - DAY

VARIOUS ANGLES on each of our CHARACTERS in differentwoodland surrounds.

STEPSINTO THE WOODSTO SEE THE KING--

JACKTO SELL THE COW--

BAKER

TO MAKE THE POTION--QUICK INTERCUTS between the characters:

ALLTO SEE--/ TO SELL--/ TO GET--/ TOBRING/ TO MAKE--/ TO LIFT--/ TO GO TOTHE FESTIVAL--!

The CAMERA slowly rises through the trees as the vast forestswallows up our intrepid travellers.

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ALL (V.O.)INTO THE WOODS!/ INTO THE WOODS!/ INTOTHE WOODS,/ THEN OUT OF THE WOODS,/AND HOME BEFORE DARK!

EXT. CINDERELLAS MOTHERS GRAVE - DAY

A large willow tree stands tall.

BAKER (V.O.)Deep within the woods, Cinderella hadplanted a branch at the grave of hermother. And she visited there sooften, and wept so much, that hertears watered it until it had become amagnificent tree.

CINDERELLA kneels in prayer.

CINDERELLAI WISH...

She begins to cry.

MUSIC.

In the reflection, CINDERELLA sees the tree slowly twist andturn taking on the shape of her MOTHER, who looks down uponher.

CS MOTHERWhat is it that you wish, child?

CINDERELLA looks up to see her MOTHER in the tree.

CS MOTHER (CONTD)DO YOU KNOW WHAT YOU WISH?/ ARE YOUCERTAIN WHAT YOU WISH/ IS WHAT YOUWANT?/ IF YOU KNOW WHAT YOU WANT,/THEN MAKE A WISH--/ ASK THE TREE,/ ANDYOU SHALL HAVE YOUR WISH.

CINDERELLA closes her eyes and makes her wish.

ANOTHER ANGLE

The wind now blowing the willow tree, its LEAVES begin torain down on CINDERELLA, turning gold and silver as theyswirl around her, transforming her clothes into a beautifulgown.

CINDERELLA looks down to see that she is now wearing a pairof shoes literally made of gold leaf. When she looks back up,the tree has now returned to its former shape.

CINDERELLAThank you, Mother.

She dashes into the woods.

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EXT. WOODS - FLOWERED PATH - DAY

LRRH walks along the path.

BAKER (V.O.)On her path to Grannys, the littlegirl suddenly found herself in a very

unusual part of the wood.

WOLFS POV

Branches and leaves rush by in a blur. Suddenly, the CAMERAstops, and in the distance we see LRRH strolling down a pathof exotic flowers as she munches on a treat. We hear HEAVYBREATHING. The CAMERA continues stalking its prey, movingcloser 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 CHILDS EYES -is a super-slick, good-looking guy. What she doesnt noticeis his curiously low hairline, something of a snout, and atail peeking from his waistcoat.

LRRHGood day, Mr. Wolf.

WOLFWhither away so hurriedly?

LRRHTo my Grandmothers.

WOLFAnd what might be in your basket?

LRRHIts bread for Grandmother so shellhave something good to make herstrong.

WOLFAnd where might your Grandmother live?

LRRH(pointing)

A quarter of a league further in the

woods; her house stands inside a greatoak tree.

She continues on the path.

The WOLF looks after her longingly.

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WOLFMMMMH.../ UNHH.../ LOOK AT THATFLESH,/ PINK AND PLUMP./ HELLO, LITTLEGIRL.../ TENDER AND FRESH,/ NOT ONELUMP./ HELLO, LITTLE GIRL.../ THISONES ESPECIALLY LUSH,/ DELICIOUS...

With inhuman speed, he manages to suddenly be back in frontof the girl on the path.

WOLF (CONTD)HELLO, LITTLE GIRL,/ WHATS YOURRUSH?/ YOURE MISSING ALL THEFLOWERS./ THE SUN WONT SET FORHOURS,/ TAKE YOUR TIME.

LRRHMOTHER SAID,/ STRAIGHT AHEAD,/ NOTTO DELAY/ OR BE MISLED.

She continues moving forward, he slithers around her. ThisWOLF has some smooth moves.

WOLFBUT SLOW, LITTLE GIRL,/ HARK! AND HUSH-/ THE BIRDS ARE SINGING SWEETLY./YOULL MISS THE BIRDS COMPLETELY,/YOURE TRAVELLING SO FLEETLY.

He drops behind again, thinking to himself.

WOLF (CONTD)GRANDMOTHER FIRST,/ THEN MISSPLUMP.../ WHAT A DELECTABLE COUPLE./UTTER PERFECTION:/ ONE BRITTLE, ONESUPPLE--

Racing ahead and then darting out from a tree.

WOLF (CONTD)ONE MOMENT, MY DEAR--

LRRHMOTHER SAID,/ COME WHAT MAY,/ FOLLOWTHE PATH/ AND NEVER STRAY.

WOLFJUST SO, LITTLE GIRL--/ ANY PATH./SO MANY WORTH EXPLORING./ JUST ONEWOULD BE SO BORING./ AND LOOK WHATYOURE IGNORING...

He ushers LRRH off the path to a lush meadow blanketed withexquisite purple flowers and wild berries.

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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.../ THERES NOPOSSIBLE WAY/ TO DESCRIBE WHAT YOUFEEL/ WHEN YOURE TALKING TO YOURMEAL!

The WOLF picks a flower and hands it to LRRH.

WOLF (CONTD)For Granny.

LRRHMOTHER SAID/ NOT TO STRAY./ STILL, ISUPPOSE,/ A SMALL DELAY--/ GRANNYMIGHT LIKE/ A FRESH BOUQUET.../Goodbye, Mr. Wolf.

WOLF

Goodbye, little girl./ AND HELLO...

The WOLF climbs to the top of a precipice where he issilhouetted 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 herpath.

ANGLE ON THE BAKER who has been observing LRRH from adistance. Like a bat, the WITCH swings upside down from atree above the BAKER:

WITCHWhy are you standing there?! Go getthe cape!

BAKERYou frightened me!

The WITCH swings to the ground.

WITCHGet it! Get it! Get it!

BAKERHow am I supposed to get it?

WITCHYou go up to the little thing, and youtake it.

BAKERI cant just take a cloak from alittle girl. Why dont you take it!

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WITCHIts the rules. Why do you think Iasked you in the first place? Im notallowed to touch any of the objects!

We suddenly hear the lilting sound of a young voice singingin the distance. The WITCH, almost intoxicated by her sound,

swoons with delight. Then:WITCH (CONTD)

(yelling)Get me what I need! Get me what Ineed!

She wraps the cape about herself and disappears in such astrong blast of wind that it knocks the BAKER to the ground.

BAKERThis is ridiculous!

ANOTHER ANGLE. LRRH is picking flowers off the path, blithelyunaware of anything else. The BAKER gets up and hurries over

to her.

BAKER (CONTD)Hello there little girl.

LRRHHello, Mr. Baker.

BAKERHave you saved some of those sweetsfor Granny?

LRRHI ate all the sweets and half the loaf

of bread.BAKER

So I see! Now tell me...where did youget that beautiful cape?

LRRHMy Granny made it for me.

BAKERIs that right? I would love a red capelike that.

LRRH(giggling)

Youd look pretty foolish.

BAKERMay I take a look at it?

He quickly unties it.

LRRHNo!

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He pulls it off her back, she grabs the other side.

BAKERI need it badly.

LRRHPlease -- give it back!

They have a tug of war.

The BAKER pulls free and runs off with the cape. LRRH standsthere momentarily stunned, then lets out a loud scream.

ANGLE ON THE BAKER. He stops cold, realizing what hes done,then runs back to LRRH and places the cape around hershoulders.

BAKERIm sorry. I just wanted to make surethat you really loved this cape. Nowoff you go to Grannys -- and becareful that no wolf comes your way.

LRRHI would rather a wolf than you anyday.

LRRH stamps on his foot. The BAKER hops on his good foot.

BAKER(distraught)

This is hopeless. Ill never get thatred cape or find a golden cow and ayellow slipper -- or was it a goldenslipper and a yellow cow?

WIFE (O.S.)THE COW AS WHITE AS MILK,/ THE CAPE ASRED AS BLOOD,/ THE HAIR AS YELLOW ASCORN,/ THE SLIPPER AS PURE AS--

He stops in his tracks.

BAKERWhat are you doing here?

The WIFE steps out from behind a thicket.

WIFEYou forgot your scarf.

BAKERYou shouldnt be here. Its not safein these woods!

WIFEI want to help.

She goes to tie the WOOL SCARF around his neck but he pullsaway.

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BAKERNo! THE SPELL IS ON MY HOUSE--

WIFEOUR HOUSE--

BAKER

ONLY I CAN LIFT THE SPELL,/THE SPELL IS ON MY HOUSE--!/THE SPELL IS ON--

WIFE

WE MUST LIFT THE SPELLTOGETHER!/ THE SPELL IS ON--

The two stop cold when they notice JACK and his COW comingdown the path towards them.

WIFE (CONTD)(murmured)

A cow as white as ...

They look at each other.

BOTH

... milk.

The WIFE pushes the BAKER in JACKS direction, then follows.

BAKERHello there, young lad.

JACKHello, sir.

BAKERWhat might you be doing with a cow inthe middle of the forest?

JACKI was heading toward market -- butI seem to have lost my way.

WIFE(coaching BAKER)

What are you planning to do there?

BAKERAnd what are you planning to do there?

JACKSell my cow, sir. No less than fivepounds.

BAKERFive pounds!(to WIFE)

Where are we to get five pounds?

The WIFE moves forward to JACK as the BAKER goes through thepockets of his hunting jacket looking for money.

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WIFEShe must be generous of milk to fetchfive pounds?

JACK(Hesitantly)

Yes, maam.

WIFEAnd if you cant fetch that sum? Thenwhat are you to do?

JACKI hadnt thought of that...

BAKER(To WIFE)

This is all we have...

She inspects his hand, which holds a few coins and the sixmagic beans.

WIFE(loudly, for thebenefit of the boy)

Beans? We mustnt give up our beans!Well, if you feel we must...

BAKERHuh?

JACKBeans in exchange for my cow?

WIFEOh, 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.

BAKERMagic that defies description.

JACKHow many beans?

BAKERSix.

WIFEFive!

(to JACK)Theyre worth a pound each, at least.

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JACKCould 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 ata time into the boys hand. The WIFE quickly takes the SIXTHBEAN and puts it in her pocket.

BAKER (CONTD)Good luck there, young lad.

As the BAKER takes the cows leash, JACK wraps his armsaround the bony animal.

JACKOne day, Ill buy you back -- Promise!

JACK kisses the cow. The BAKER looks to his WIFE guiltily.Overcome with emotion, JACK runs back into the woods.

BAKERTake the cow and go home!

WIFEI was just trying to help.

BAKERMagic beans! Weve no reason tobelieve theyre magic! Are we going todispel this curse through deceit?

WIFENo one would have given him more forthis creature. We did him a favor. Atleast theyll have some food.

BAKERFive beans?!

WIFEDo we want a child or not?

BAKEROf course. But...

WIFEWe have one chance. Dont you seethat? And if we fail...

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BAKERIm just not sure Im cut out to be afather.

WIFEWhy do you say that?

BAKERBecause of my father.

WIFEYoure not him.

BAKERI dont know...

WIFEIf you cant do this for yourself,cant you at least do it for me?

BAKERAll right. You take the cow and gohome. Ill find the rest of thethings. On my own.

The BAKER walks away.

EXT. WOODS - DAY

RAPUNZELS PRINCE glides through the woods on a white stead.Its difficult to say who is more beautiful, the PRINCE orthe HORSE. From the corner of his eye he notices something inthe distance. He slows down and circles back, and HEARS themelodious singing of RAPUNZEL. He dismounts and slips throughthe brush to see:

EXT. WOODS - RAPUNZELS TOWER - DAY

R-PRINCE POV

An exquisite tower, surrounded by a thicket of tall rosebushes, with no entryway, just a lone window at its peak. Atthe bottom of the tower, the WITCH looks upward:

WITCHRapunzel. Rapunzel. Let down your hairto me.

The PRINCE, hiding within the brush.

RS PRINCE(savoring the name)Rapunzel...

At the window, the gorgeous young blonde girl, RAPUNZELproceeds to lower the longest stretch of hair youve everseen. The WITCH scales up the tower. (This causes more than alittle discomfort for RAPUNZEL.)

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BAKER (V.O.)The old enchantress had given the nameRapunzel to the child she had hiddenaway and locked in a a doorless tower.But little did she know that thegirls lilting voice had caught theattention of a handsome Prince.

RS PRINCERapunzel...

The PRINCE dashes back to his horse and gallops off.

The WITCH arrives at the window.

WITCHDont you look lovely today, my dear.

RAPUNZELThank you, Mother.

WITCHI brought your favorite. Blackberries,fresh from the garden.

EXT. GRANNYS HOUSE - DAY

LRRH walks over a rickety bridge that spans a brook. Shestops and stares at the cottage which is built into a largeOAK TREE.

BAKER (V.O.)As the little girl approached herGrannys oak tree, she was surprised

to see the door standing open.LRRH

Oh dear, how uneasy I feel. Perhapsits all the sweets.

INT. GRANNYS HOUSE - DAY

LRRH makes her way down a curved staircase in the house. Shesees the CURTAINS drawn around her GRANNYS BED and, behindthem, the SILHOUETTE of what looks like GRANNY.

LRRHGranny?

WOLF(In a granny voice)

Come in, my deary.

LRRH moves towards the bed with trepidation and slowly pullsback the curtain. The WOLF is revealed, lying under thecovers, dressed in GRANNYS nightcap and robe.

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LRRHMy, Grandmother. Youre looking verystrange. What big ears you have!

WOLFThe better to hear you with, my dear.

The handsome WOLF flashes a smile that reveals a set ofgleaming white FANGS.


The BAKER crosses the bridge and heads towards the cottage.He suddenly hears LRRH scream. Nervously he pulls the knifefrom his belt.

BAKER (V.O.)And with a single bound, the wolf haddevoured the little girl. Well, itwas a full day of eating for both.

INT. GRANNYS HOUSE - DAY - CONTINUOUSThe BAKER enters and hears a loud SNORE. Brandishing theknife, he moves towards the bed where he sees the WOLFDRESSED AS GRANNY, sound asleep, a piece of the red clothsticking out of its mouth.

Squeamishly, he pulls back the sheet to see the WOLFSSWOLLEN STOMACH. He raises his knife and as he brings itslashing down we hear a loud HOWL from the WOLF.

CUT TO BLACK

EXT. GRANNYS HOUSE - DAY - LATER

FADE UP ON THE BAKER, clearly shaken, leaving the cottage andwalking away.

BAKERI cant believe I just did that.

LRRH and GRANNY appear at the doorway behind him.

LRRH(calling)

Wait!

GRANNYArent you going to help us skin that

beast?

BAKERNo thanks!

GRANNYWhat kind of hunter are you?

BAKERIm a baker.

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GRANNY gives him a disdainful look and goes back into thehouse. LRRH in her cape runs after the BAKER as he approachesthe rickety bridge.

LRRHWait a minute. I never thanked you.

BAKERYou need to be more careful, younglady.

LRRHIm sorry. I should have known better.MOTHER SAID,/ STRAIGHT AHEAD,/ NOTTO DELAY/ OR BE MISLED./ I SHOULD HAVEHEEDED/ HER ADVICE.../ BUT HE SEEMEDSO NICE.AND HE SHOWED ME THINGS,/ MANYBEAUTIFUL THINGS,/ THAT I HADNTTHOUGHT TO EXPLORE./ THEY WERE OFF MYPATH,/ SO I NEVER HAD DARED./ I HADBEEN SO CAREFUL/ I NEVER HAD CARED./

AND HE MADE ME FEEL EXCITED--/ WELL,EXCITED AND SCARED.

LRRH relives her nightmare.

INT. GRANNYS HOUSE - DAY - NIGHTMARE

LRRH walks down the staircase towards GRANNYS bed. She seesthe WOLFS silhouette through the bed curtains.

LRRH (V.O.) (CONTD)WHEN HE SAID COME IN!/ WITH THATSICKENING GRIN,/ HOW COULD I KNOW WHATWAS 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 aroundherself.

INT. THE WOLFS BELLY - NIGHTMARE

LRRH falls down a dark cavernous void.

LRRH (V.O.) (CONTD)BUT HE DREW ME CLOSE /AND HE SWALLOWEDME 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 beforerealizing it is GRANNY.

LRRH (V.O.) (CONTD)AND WHEN EVERYTHING FAMILIAR/ SEEMEDTO DISAPPEAR FOREVER,/ AT THE END OFTHE PATH/ WAS GRANNY ONCE AGAIN.

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GRANNY reaches out her arms blindly until the two are unitedin a warm embrace.

LRRH (V.O.) (CONTD)SO WE LAY IN THE DARK/ TILL YOU CAMEAND SET US FREE,

LRRH POV -- A crack of light widens until its clear that sheis seeing a KNIFE opening the WOLFS STOMACH that creates theblinding light. The BAKERS EYE peeks through the slit.

LRRH (V.O.) (CONTD)AND YOU BROUGHT US TO THE LIGHT,

LRRH reaches for the BAKER...


...the BAKER takes her hand.

LRRHAND WERE BACK AT THE START.

She continues her story.

LRRH (CONTD)AND I KNOW THINGS NOW,/ MANY VALUABLETHINGS,/ THAT I HADNT KNOWN BEFORE:/DO NOT PUT YOUR FAITH/ IN A CAPE AND AHOOD,

She takes off her cape.

LRRH (CONTD)THEY WILL NOT PROTECT YOU/ THE WAYTHAT THEY SHOULD./ AND TAKE EXTRA CAREWITH STRANGERS--/ EVEN FLOWERS HAVETHEIR DANGERS./ AND THOUGH SCARY ISEXCITING,/ NICE IS DIFFERENT THANGOOD.Mr. Baker. You saved our lives. Here.

LRRH hands him the cape.

BAKERAre you certain?

LRRHYes. Maybe Granny will make me another

with the skins of the wolf.

BAKERThank you. Thank you!

Impulsively he gives her a kiss on the cheek and as heleaves, the girl wipes it off.

LRRHYuck!

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She makes her way back to GRANNYS.

LRRH (CONTD)(to herself)

NOW, I KNOW:/ DONT BE SCARED./ GRANNYIS RIGHT,/ JUST BE PREPARED./ ISNT ITNICE TO KNOW A LOT?/ AND A LITTLE BIT

NOT...EXT. JACKS FARMHOUSE - TWILIGHT

Having just greeted JACK on his return, his MOTHER stares atthe beans he has just handed her.

JACKS MOTHER(Despairing)

How could you do this? What sort ofboy would exchange a cow for beans?

JACKBut theyre magic -- the man said --

JACKS MOTHERGet your head out of the clouds!

She angrily THROWS the beans to the ground.

JACKMother -- no!

She turns to grab JACKS ear, failing to see the electricsparks that flare when the beans strike the ground.

INT. JACKS FARMHOUSE - TWILIGHT - CONTINUOUS

Dragging him up to the hayloft and pushing him on to his cot.

JACKS MOTHERYou and your worthless adventures!Will you never learn, Jack?! To bedwithout supper for you!

She storms away. JACK lies on his bed bereft. He sees hissling on the floor and picks it up cradling it as he closeshis eyes.

THE CAMERA travels to a hole in the wall and looks below tosee five bean stalks already growing and intertwining,quickly reaching skyward.

EXT. KINGS CASTLE - NIGHTWIDE SHOT. Sitting on a hilltop surrounded by the woods onall sides, a magical and ageless castle sits aglow. A hugeFULL MOON hangs in the sky, but theres already the slitherof a SHADOW beginning to cross its face.

We hear MUSIC in the background along with the jovial soundsof the ball.

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BAKER (V.O.)The first night of the festival ballbrought Cinderella her wish. ThePrince danced only with her, til heturned 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 leadto the outside grounds.

ANOTHER ANGLE - CONTINUOUS

She appears running down a garden path below and into thewoods. A beat later, CINDERELLAS PRINCE, dashes out on to adrawbridge where he spots CINDERELLA below. He is tall, darkand impossibly handsome. His STEWARD and other attendantsjoin him.

CS PRINCEI must find that girl!

EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT

The BAKERS WIFE is trying to find her way back to thevillage, pulling an obstinate MILKY-WHITE on a leash behindher. We see a piece of the castle in the distance.

We TRACK CINDERELLA racing through the brush -- not an easyfeat in a ball gown and gold slippers. We hear VOICES in thedistance and the NEIGHING OF HORSES. CINDERELLA stumbles on aknoll, loses her footing and rolls over and over to thebottom landing with a spectacular THUD just yards from the

WIFE.

WIFEAre you alright, miss?

CINDERELLA(startled)

Yes. I just need to catch my breath.

WIFEWhat a beautiful gown youre wearing.Were you at the Kings Festival?

CINDERELLA, preoccupied, collects herself so she can continue

on her way.CINDERELLA

Yes.

WIFEArent you the lucky one. Why ever areyou in the woods at this hour?

We hear the PRINCES ENTOURAGE approaching.

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STEWARD (O.S.)This way!

CINDERELLAPlease. Dont let them know Im 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 blackstallion, with his STEWARD and ATTENDANTS in tow. He callsdown to the WIFE.

CS PRINCEHave you seen a beautiful young womanin a ball gown pass through?

WIFE(Breathless as shebows)

I dont think so, sir.

STEWARD(pointing)

If I may, my lord, I think I see herover there.

The ENTOURAGE races off and CINDERELLA reappears and sits,catching her breath.

WIFEIve never lied to royalty before.Ive never anything to royalty before!

CINDERELLAThank you.

WIFE

If a prince were looking for me, Icertainly wouldnt hide.

CINDERELLAWell, what brings you here -- and witha cow?

WIFEOh, my husbands somewhere in thewoods.

(with pride)Hes undoing a spell.

CINDERELLA(Impressed)

Oh?

WIFEOh, yes. But tell me, the Prince, whatwas he like?

CINDERELLAHES A VERY NICE PRINCE.

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WIFEAND?

CINDERELLAAND--/ ITS A VERY NICE BALL.

WIFE

AND?CINDERELLA

AND--/ WHEN I ENTERED, THEY TRUMPETED.

WIFEAND--?/ THE PRINCE--?

CINDERELLAOH, THE PRINCE...

WIFEYES, THE PRINCE!

CINDERELLAWELL, HES TALL.

The WIFE sits down next to CINDERELLA admiring her dress asthey chat.

WIFEIS THAT ALL?/ DID YOU DANCE?/ IS HECHARMING?/ THEY SAY THAT HESCHARMING.

CINDERELLAWE DID NOTHING BUT DANCE.

WIFE

YES--? AND--?

CINDERELLAAND IT MADE A NICE CHANGE.

WIFENO, THE PRINCE!

CINDERELLAOH, THE PRINCE...

WIFEYES, THE PRINCE.

CINDERELLAHE HAS CHARM FOR A PRINCE, I GUESS...

WIFEGUESS?

CINDERELLAI DONT MEET A WIDE RANGE.AND ITS ALL VERY STRANGE.

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WIFEBut why would you run away?

CINDERELLAIts not quite what I expected.

WIFE

Princes, castles, gowns...CINDERELLA

I have no experience with thosethings.

We hear the far off CHIMES OF MIDNIGHT from the castle.

WIFEBut you will return to the Festivaltomorrow eve?

CINDERELLAYes... No... I dont know...

WIFEYou dont know? What I wouldnt giveto be in your shoes.

(looking to hershoes)

...I mean your slippers.(Excited)

As pure as gold?

CINDERELLAI must get home.

CINDERELLA runs off.

WIFEWait! I need your shoes!

The WIFE goes after CINDERELLA but then hears a distant COWMOAN. She turns around to discover that MILKY-WHITE has takenoff.

WIFE (CONTD)Milky-White!

The WITCH appears from nowhere.

WITCHOne midnight gone!

WIFEAlready?!

WITCHGet that cow!

The WIFE takes off after the cow as the CAMERA RISES abovetree level. The BLUE SHADOW has moved a little further acrossthe face of the MOON.

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EXT. JACKS FARMHOUSE - THE NEXT DAY - DAYBREAK

A STRAGGLY ROOSTER crowing, the sun cutting across its path.

INT. JACKS FARMHOUSE - DAYBREAK - CONTINUOUS

JACKS MOTHER is woken by the rooster crow to find something

ticking her nose.

She opens her eyes, brushing the something away -- thensees that its a huge LEAF pushing in through an open slat inthe wall.

EXT. JACKS FARMHOUSE - DAYBREAK - EXTREME WIDE SHOT

The cottage, now dwarfed by a giant BEANSTALK. JACKS MOTHER,a tiny figure from this distance, comes running out of thehouse, takes one look at the giant plant and screams.

EXT. WOODS - TALL TREES - DAY

Various angles of JACK, running feverishly through the woodsin search of the BAKER. He carries a huge sack of LARGE-SIZEDCOINS 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 JACKleaps from atop calling his name and waking him.

JACK(shouting)

Mr. Baker! Mr. Baker!

BAKER(half asleep)

What?

JACKGood fortune! Good fortune, sir! Lookwhat I have! Five gold pieces.

BAKER(skeptical)

How would you come by five goldpieces?!

JACKTHERE ARE GIANTS IN THE SKY!/ THEREARE BIG TALL TERRIBLE GIANTS IN THESKY!

JACK throws him the bag and begins to scale up the root ofthe tree.

JACK (CONTD)WHEN YOURE WAY UP HIGH AND YOU LOOKBELOW/ AT THE WORLD YOUVE LEFT ANDTHE THINGS YOU KNOW,/ LITTLE MORE THANA GLANCE IS ENOUGH TO SHOW/ YOU JUSTHOW SMALL YOU ARE.

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WHEN YOURE WAY UP HIGH AND YOURE ONYOUR OWN/ IN A WORLD LIKE NONE THATYOUVE EVER KNOWN,/ WHERE THE SKY ISLEAD AND THE EARTH IS STONE,

EXT. BEANSTALK - DAY - FLASHBACK

JACK is now climbing the BEANSTALK.JACK (V.O.)

YOURE FREE TO DO/ WHATEVER PLEASESYOU,/ EXPLORING THINGS YOUD NEVERDARE/ CAUSE YOU DONT CARE,/ WHENSUDDENLY THERES

EXT. WOODS - DAY - PRESENT

JACK is half-way up the tree with the BAKER below.

JACKA BIG TALL TERRIBLE GIANT AT THE DOOR.

BAKERA giant?

JACKA BIG TALL TERRIBLE LADY GIANTSWEEPING THE FLOOR./ AND SHE GIVES YOUFOOD/ AND SHE GIVES YOU REST,/ AND SHEDRAWS YOU CLOSE/ TO HER GIANT BREAST,/

JACK (in the tree).

JACK (CONTD)AND YOU KNOW THINGS NOW THAT YOU NEVERKNEW BEFORE,/ NOT TILL THE SKY.

The BAKER listens intently.

JACK (CONTD)ONLY JUST WHEN YOUVE MADE A FRIENDAND ALL,/ AND YOU KNOW SHES BIG BUTYOU DONT FEEL SMALL,/ SOMEONE BIGGERTHAN HER COMES ALONG THE HALL/ TOSWALLOW YOU FOR LUNCH.AND YOUR HEART IS LEAD AND YOURSTOMACH STONE/ AND YOURE REALLYSCARED BEING ALL ALONE,/ AND ITS THENTHAT YOU MISS ALL THE THINGS YOUVEKNOWN/ AND THE WORLD YOUVE LEFT ANDTHE LITTLE YOU OWN.

EXT. BEANSTALK - DAY - FLASHBACK

JACK scurries down the BEANSTALK, with the large SACK OFCOINS over his shoulder, occasionally looking up to see if heis being followed.

JACK (V.O.)THE FUN IS DONE./ YOU STEAL WHAT YOUCAN AND RUN!

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JACK (CONTD)

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AND YOU SCRAMBLE DOWN/ AND YOU LOOKBELOW,/ AND THE WORLD YOU KNOW/ BEGINSTO GROW:

EXT. WOODS - DAY - PRESENT

JACK looks down to the BAKER.

JACKTHE ROOF, THE HOUSE, AND YOUR MOTHERAT THE DOOR./ THE ROOF, THE HOUSE, ANDTHE WORLD YOU NEVER THOUGHT TOEXPLORE./ AND YOU THINK OF ALL OF THETHINGS YOUVE SEEN./ AND YOU WISH THATYOU COULD LIVE IN BETWEEN,/

JACK now scurries down the tree.

JACK (CONTD)AND YOURE BACK AGAIN,/ ONLY DIFFERENTTHAN 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. Heup-ends the sack and dumps the five gold coins on the ground.

JACK (CONTD)So, heres your money, sir! Five goldpieces. Where is my Milky-White?

BAKER(hesitantly)

Milky-White is back home with my wife.

JACKLets go find them!

JACK grabs the BAKER and excitedly tries to pull him along.

BAKERWait a minute! Im not sure I want tosell.

JACKBut you said I could buy her back. Doyou want more money?

BAKERNo, no, no! Its not that--

JACK(ignoring him)

You keep that. Ill fetch some more.

BAKERWait. I didnt say--

But JACK doesnt wait to listen. Taking the EMPTY SACK, heruns off excitedly.

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BAKER (CONTD)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?

WIFEWell...

She doesnt want to tell him shes lost MILKY-WHITE.

WIFE (CONTD)I see youve got the red cape!

BAKERYes. Ive got the cape. Only two itemsleft.

WIFE(sheepish)

Three.

BAKERTwo. Weve the cape and the cow.

WIFE(faked enthusiasm)

Youve the cape...

BAKER

What have you done with the cow?!

WIFEShe ran away. I never reached home.Ive been looking for her all night.

BAKER(angry)

How could you?

WIFEShe might just as easily have run fromyou!

BAKERBut she didnt!

WIFEBUT SHE MIGHT HAVE!

BAKERBUT SHE DIDNT!!!

WITCH (O.S.)WHO CARES!

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The WITCH appears in the tree directly above them.

WITCH (CONTD)THE COW IS GONE! GET IT BACK! GET ITBACK!!!

BAKER

We were just going to do that. Here.He climbs towards her with the cape.

BAKER (CONTD)You can have this--

WITCHDONT COME NEAR ME WITH THAT, FOOL!! Icant touch it! By midnight tomorrowbring me the items or that child youwish for will never see the light ofday!

With a grand sweep of her cape, the WITCH throws off dirt andmuck over the BAKER and the BAKERS WIFE as she disappearsinto a cloud of dust.

The BAKER wipes dirt from his mouth.

BAKERI dont like that woman.

WIFEIm sorry I lost the cow.

BAKERI shouldnt have yelled.

(firmly but kindly)Go back to the village. I will makethings right. And then we can just goabout our life. No more witches or dim-witted boys or hungry little girls.

The BAKERS WIFE starts to speak.

BAKER (CONTD)GO!, please -- go.

She goes.

EXT. WOODS - PINE FOREST - DAY

WIDE SHOT. We hear the hoofbeats of horses coming from bothdirections. Crossing the frame and each other areCINDERELLAS PRINCE on his BLACK stallion and RAPUNZELSPRINCE on his WHITE steed. They pass out of the frame. Aftera few beats, they return trotting, meeting in the middle.

RS PRINCEGood brother. I was wondering whereyoud gone.

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CS PRINCEI have been looking all night for her.

RS PRINCEHer?

CS PRINCE

The beautiful one I danced the eveningwith.

RS PRINCEWhere did she go?

CS PRINCEDisappeared, like the fine morningmist.

RS PRINCEShe was lovely?

CS PRINCEThe loveliest.

They dismount and walk their horses through the forest.

RS PRINCEI am not certain of that! I mustconfess, I too have found a lovelymaiden. She lives here in the woods.

CS PRINCE(Incredulous)

The woods?

In the background we see the WIFE, who has wandered by on herway back home. She stops to EAVESDROP on the PRINCES.

RS PRINCEYes! In the top of a tall tower thathas no door or stairs.

CS PRINCEWhere?

RS PRINCETwo leagues from here, due east, justbeyond the mossy knoll near the rosethickets.

CS PRINCEAnd how do you manage a visit?

RS PRINCEI stand beneath her tower and say,Rapunzel, Rapunzel, let down yourhair to me. And then she lowers thelongest, most beautiful head of hair -yellow as corn - which I climb.

The WIFE is thrilled by this news, and runs off.

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CS PRINCERapunzel, Rapunzel! What kind of nameis that? You jest! I have never heardof such a thing.

RS PRINCEI speak the truth! She is as true as

your maiden. A maiden running from aprince? None would run from us.

CS PRINCEYet one has.

The PRINCES lead their horses to a stream that cascades intoa magnificent waterfall.

CS PRINCE (CONT'D)DID I ABUSE HER/ OR SHOW HER DISDAIN?/WHY DOES SHE RUN FROM ME?/ IF I SHOULDLOSE HER,/ HOW SHALL I REGAIN/ THEHEART SHE HAS WON FROM ME?AGONY--!/ BEYOND POWER OF SPEECH./

WHEN THE ONE THING YOU WANT/ IS THEONLY THING OUT OF YOUR REACH.

RS PRINCEHIGH IN HER TOWER,/ SHE SITS BY THEHOUR,/ MAINTAINING HER HAIR./ BLITHEAND BECOMING,/ AND FREQUENTLY HUMMING/A LIGHTHEARTED AIR:/ AH-AH-AH-AH-AH-AHAH--AGONY--!/ FAR MORE PAINFUL THANYOURS,/ WHEN YOU KNOW SHE WOULD GOWITH YOU,/ IF THERE ONLY WERE DOORS.

BOTHAGONY!/ OH THE TORTURE THEY TEACH!

RS PRINCEWHATS AS INTRIGUING--

CS PRINCEOR HALF SO FATIGUING--

BOTHAS WHATS OUT OF REACH?

C-PRINCE studies his reflection in the water.

CS PRINCEAM I NOT SENSITIVE, CLEVER,/ WELL-

MANNERED, CONSIDERATE,/ PASSIONATE,CHARMING,/ AS KIND AS IM HANDSOME,/AND HEIR TO A THRONE?

RS PRINCEYOU ARE EVERYTHING MAIDENS COULD WISHFOR!

CS PRINCETHEN WHY NO--?

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RS PRINCEDO I KNOW?

CS PRINCETHE GIRL MUST BE MAD.

The R-PRINCE scales a hanging vine as if it were RAPUNZELS

hair.RS PRINCE

YOU KNOW NOTHING OF MADNESS/ TILLYOURE CLIMBING HER HAIR/ AND YOU SEEHER UP THERE/ AS YOURE NEARING HER,/ALL THE WHILE HEARING HER,/ AH-AH-AH-AH-AH-AH-AH-AH-AH-AH--

BOTHAGONY!

CS PRINCEMISERY!

RS PRINCEWOE!

BOTHTHOUGH ITS DIFFERENT FOR EACH.

CS PRINCEALWAYS TEN STEPS BEHIND--

RS PRINCEALWAYS TEN FEET BELOW--

BOTHAND SHES 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. RAPUNZELS TOWER - NIGHT

The BAKERS WIFE fights her way through a thicket. Herclothes are now ratty, her face scratched - but sheapproaches the tower with trepidation.

WIFERapunzel, Rapunzel? Let your hair downto me.

The window at the top of the tower opens and RAPUNZEL sticksout her head looking downward. The WIFE hides to the side.

RAPUNZEL(Dubious)

Is that you at this hour, my Prince?

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WIFE(in her best princelybass 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 alittle yelp from RAPUNZEL. Finally, she holds on to the hairand just starts running away from the tower as fast as shecan. We hear RAPUNZEL yell as the WIFE succeeds in pullingsome of the hair from her head.

EXT. PATHWAY TO THE CASTLE - NIGHT - CONTINUOUS

Cinderella flees the castle.

BAKER (V.O.)As the Bakers Wife bolted from thetower, the second night of thefestival was thrown into chaos whenCinderella once again ran from thePrince.

While the BAKERS WIFE continues to run away from Rapunzelstower, in the distance she sees a flutter of gold movingthrough the moonlit trees. CINDERELLA? She changes course inpursuit.

SERIES OF SHOTS with MUSIC

CLOSE-UP on CINDERELLAS SHOES as they make their way throughwooded path.

ANGLE ON THE WIFE as she races towards them in pursuit.

The WIFE catches up with CINDERELLA and tackles her to theground, CINDERELLAS slipper falling off. They both dive forthe slipper, when an approaching noise catches the WIFESattention.

CS PRINCE (O.S.)Over here!

CLOSE-UP on the shoe as CINDERELLA snatches it from theground. CINDERELLA rushes off.

The WIFE stares frozen in horror as the PRINCES HORSE racestowards her. She lets out a scream and the horse stops short,rearing up. The STEWARDS horse charges off the path intothickets.

CS PRINCE (CONTD)Who is she? Where did she go?

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WIFE(bowing)

I have no idea, sir.

CS PRINCEDont play the fool, woman!

WIFEI was trying to hold her here foryou...

CS PRINCEI can capture my own damsel, thankyou.

WIFEYes, of course.

The STEWARD returns, covered in burrs and looking none toohappy.

STEWARDNo sign of her, my liege.

CS PRINCEWell, what are you waiting for? See ifyou can find her.

The STEWARD rides off. The PRINCE pauses. The ultimateseducer, he gives the WIFE the once over.

CS PRINCE (CONTD)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.

BAKERMoo... Moo......

He HEARS sounds off in the distance.

BAKERS POV

The STEPFAMILYS carriage is passing through a large hollowedopening in the base of a huge tree.

We can hear the STEPSISTERS bickering, their blonde hairbobbing animatedly.

ANOTHER ANGLE

The BAKER stands in the middle of the pathway, flagging downthe carriage. He pulls an ear of corn from his satchel. Asthe carriage slows, he hops on the sideboard.

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BAKER (CONTD)Please, if you would be so kind, may Icompare this ear of corn with yourhair?

The STEPSISTERS scream.

LUCINDA AND FLORINDA(overlapping)Dont touch us! Get away! How dareyou!

STEPMOTHERMongrel!

(to the driver)Carry on!

She pushes the BAKER off the carriage and he somersaultsbackwards into the brush.

The CARRIAGE speeds off. Deflated, the BAKER picks himselfoff the path and sits on what he thinks is a white rock.

There is a muffled Moo... He jumps up realizing hes beenSITTING on the cow.

BAKERMilky-White!

He hears something and hides behind a BUSH. Then, seeing itis his WIFE, he steps out.

BAKER (CONTD)I thought you were returning home!

The WIFE screams in fright. Then she recognizes him.

WIFEOh! Its you! And youve the cow!

She runs to MILKY-WHITE.

BAKER(braggadocio)

Yes. Ive the cow. Weve two of thefour.

WIFEThree.

BAKERTwo.

WIFEThree!

She shows him the braid of hair around her neck.

WIFE (CONTD)Compare this to your corn.

He does and its a perfect match.

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BAKERWhere did you find it?

WIFE(false modesty)

I pulled it from a maiden in a tower.

BAKERThree!

WIFEAnd I almost had the fourth, but shegot away.

BAKERWeve one entire day left. Surely wecan locate the slipper by then.

WIFEWe? You mean youre going to let mestay with you?

BAKERWell...perhaps it will take the two ofus to have this child.

WIFEYOUVE CHANGED./ YOURE DARING./YOURE DIFFERENT IN THE WOODS./ MORESURE,/ MORE SHARING./ YOURE GETTINGUS THROUGH THE WOODS.IF YOU COULD SEE--/ YOURE NOT THE MANWHO STARTED,/ AND MUCH MORE OPEN-HEARTED/ THEN I KNEW/ YOU TO BE.

BAKERIT TAKES TWO./ I THOUGHT ONE WASENOUGH,/ ITS NOT TRUE:/ IT TAKES TWOOF US./ YOU CAME THROUGH/ WHEN THEJOURNEY WAS ROUGH--/ IT TOOK YOU./ ITTOOK TWO OF US.IT TAKES CARE,/ IT TAKES PATIENCE ANDFEAR AND DESPAIR/ TO CHANGE./ THOUGHYOU SWEAR/ TO CHANGE,/ WHO CAN TELL IFYOU DO?/ IT TAKES TWO.

He flirts with her. She pulls away, teasing him.

WIFEYOUVE CHANGED./ YOURE THRIVING./THERES SOMETHING ABOUT THE WOODS./

NOT JUST/ SURVIVING,/ YOUREBLOSSOMING IN THE WOODS.AT HOME ID FEAR/ WED STAY THE SAMEFOREVER./ AND THEN OUT HERE/ YOUREPASSIONATE, CHARMING, CONSIDERATE,CLEVER--

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BAKERIT TAKES ONE/ TO BEGIN, BUT THEN ONCE/YOUVE BEGUN,/ IT TAKES TWO OF YOU./ITS NO FUN,/ BUT WHAT NEEDS TO BEDONE/ YOU CAN DO/ WHEN THERES TWO OFYOU.IF I DARE,/ ITS BECAUSE IM BECOMING/AWARE/ OF US/ AS A PAIR/ OF US,/ EACHACCEPTING A SHARE/ OF WHATS THERE.

They move towards each other through the trees playfully.

BOTHWEVE CHANGED./ WERE STRANGERS./ IMMEETING YOU IN THE WOODS./ WHO MINDS/WHAT DANGERS?/ I KNOW WELL GET PASTTHE WOODS.AND ONCE WERE PAST,/ LETS HOPE THECHANGES LAST/ BEYOND WOODS,/ BEYONDWITCHES AND SLIPPERS AND HOODS,/ JUSTTHE TWO OF US--/ BEYOND LIES,/ SAFE ATHOME WITH OUR BEAUTIFUL PRIZE,/ JUSTTHE FEW OF US.IT TAKES TRUST./ IT TAKES JUST/ A BITMORE AND WERE DONE./

They sit down next to each other at the top of a small hilland slide down to the bottom together.

BOTH (CONTD)WE WANT FOUR,/WE HAD NONE./ WEVE GOTTHREE./ WE NEED ONE./ IT TAKES TWO.

They kiss but their moment of romance is interrupted when alarge GOLDEN EGG rolls down the hill between them. The WIFEscreams.

JACK (O.S.)Stop it! Stop my egg!

The BAKER stops the egg and picks it up. JACK stumbles downthe hill.

JACK (CONTD)Oh, brilliant! My Milky-White. Andthe owners. And my egg!

BAKERWhere did you get this?

JACK

From the Giants hen!The BAKERS WIFE examines the egg.

WIFEA golden egg! Ive never seen a goldenegg.

JACKAnd you can have it. Along with thefive gold pieces.

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WIFEFive gold pieces?

JACKNow Im taking my cow.

JACK moves to MILKY-WHITE. The distant CHIMES OF MIDNIGHT

begin to ring out from the castle.BAKER

(overlapping)Now, I never said I wouldsell.

JACK(overlapping)

But you took the five goldpieces.

WIFEYou took five gold pieces?!

BAKERI didnt take, you gave.

WIFEWhere are the five gold pieces?

JACK

You said I could have my cow!

BAKERNow I never said you could. Isaid you might.

WIFEYou would take money before achild?!

BAKERNo, no, no - its not how it sounds!

JACK(alarmed)

Milky-White...!

MILKY-WHITE has begun to shake like a dashboard ornament. Shemoans, then topples over with a loud thud. Alarmed, JACK runsto the cow and lays his head on the animals chest.

JACK (CONTD)(tearful)

Milky-White is dead!

The BAKER looks up and sees that the SHADOW has now moved athird of the way across the MOON. We hear the WITCH scream:

WITCH(O.S.)TWO MIDNIGHTS GONE!

EXT. RAPUNZELS TOWER - DAYBREAK

Hidden by a broken piece of WALL -- someone or something iswatching the R-PRINCE climbing out of the window.

BAKER (V.O.)When dawn broke, the Baker and hisWife had but one day left to reversethe Witchs curse. As for RapunzelsPrince, he returned yet again to theforbidden tower.

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With RAPUNZEL smiling down, the R-PRINCE descends her hair.Once he has reached the bottom, she pulls her hair back inand closes the window.

ANOTHER ANGLE. We discover that its the WITCH who has beenwatching. She is not happy.

The PRINCE mounts his horse and rides off towards a low rosethicket -- an easy jump.

With a thrust of her stick, the WITCH makes the thicket shootup before the PRINCE has time to act. His HORSE stops shortand he screams as he is thrown over the horses head into thethicket.

ANGLE ON THE WITCH. She smiles at her handiwork then turns tostare at the top of the tower vindictively.

INT. RAPUNZELS TOWER - DAY

The WITCH threatens RAPUNZEL.

WITCHWHAT DID I CLEARLY SAY?/ CHILDREN MUSTLISTEN.

RAPUNZELNo, no, please!

WITCHWHAT WERE YOU NOT TO DO?/ CHILDRENMUST SEE--

RAPUNZEL

No!

WITCHAND LEARN./ WHY COULD YOU NOT OBEY?/CHILDREN SHOULD LISTEN./ WHAT HAVE IBEEN TO YOU?/ WHAT WOULD YOU HAVE MEBE,/ HANDSOME LIKE A PRINCE?AH, BUT I AM OLD./ I AM UGLY./ IEMBARRASS YOU.

RAPUNZELNo!

WITCHYOU ARE ASHAMED OF ME.

RAPUNZELNo!

WITCHYOU ARE ASHAMED./ YOU DONTUNDERSTAND.

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RAPUNZELIm no longer a child. I wish to seethe world.

WITCHDONT YOU KNOW WHATS OUT THERE IN THEWORLD?/ SOMEONE HAS TO SHIELD YOU FROM

THE WORLD./ STAY WITH ME.PRINCES WAIT THERE IN THE WORLD, ITSTRUE./ PRINCES, YES, BUT WOLVES ANDHUMANS, TOO./ STAY AT HOME./ I AMHOME./ WHO OUT THERE COULD LOVE YOUMORE THAN I?/ WHAT OUT THERE THAT ICANNOT SUPPLY?/ STAY WITH ME.STAY WITH ME,/ THE WORLD IS DARK ANDWILD./ STAY A CHILD WHILE YOU CAN BE ACHILD./ WITH ME.

WITCH (CONTD)I gave you protection and yet youdisobeyed me.

RAPUNZELNo!

WITCHYour prince will never lay eyes on youagain. He will never lay eyes onanything again!

RAPUNZELWhat did you do to him?

WITCH

It doesnt matter because where youregoing, no one will ever see you again.

The WITCH lunges at RAPUNZEL with a pair of SHEARS and beginsto hack off her hair. The girl lets out a mighty shriek.

EXT. NEAR GRANNYS HOUSE - ELEPHANT OAKS - DAY

JACK makes his way despondently through the oaks with hisGOLDEN EGG.

He comes across what looks like a WOLF, hunched over on theedge of the brush. He stops... then slowly approaches.

JACKHey there - nice cape!

The figure twists around, pulling a knife.

LRRHStay away from my cape or Ill slashyou into a thousand bits!

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The figure is revealed to be LRRH, in a wolf-skin cape,picking mushrooms for her granny.

JACKWhoa! I dont want it.

(beat)Where did you get it?

LRRHMy Granny made it for me from a wolfthat attacked us. And she gave me thisbeautiful knife for protection.

JACKWell, 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 eggsfrom the kingdom of the Giant.

LRRHI dont believe you.

JACKIts true. And you should see theGiants toy harp. It plays the mostbeautiful tunes without your evenhaving to touch it.

LRRH(Smirking)Of course it does. Why dont you go upto the kingdom right now and bring itback and show me?

JACKI could.

LRRHYou could not!

JACKI could!

LRRHYou could not, Mr. Liar!

JACKI am not a liar! Ill get that harp.Youll see!

He runs off.

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EXT. BEANSTALK & JACKS FARMHOUSE - AFTERNOON

To frantic MUSIC, JACK is making his way down to the bottomof the beanstalk with all the speed he can muster. This ismade more difficult by the GOLDEN HARP which he has slungover his shoulder.

BAKER (V.O.)Jack took the little girls dare andbefore he knew it, found himselffleeing from a Giant.

Suddenly, the BEANSTALK shakes mightily, making JACK hold onfor dear life. He looks up to discover the Giant climbingdown after him; Jack feverishly picks up speed and jumps thelast six feet to the ground. He quickly drops the harp andruns 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 abranch thats in his way.

The BAKER and his WIFE trudging through the woods.

BAKERWeve only one day left! I dont knowwhere to start.

WIFEYou can start by buying a new cow withthe money you took from the boy.

BAKER

Right, where do I buy a cow?

WIFEYou go to the next village, youllfind a cow there.

BAKERWhat are you going to do?

WIFEIm going to get the slipper.

BAKERThe yellow slipper?

WIFEThe GOLDEN slipper!

BAKERYes. The golden slipper, thats what Imeant. How are you going to get it?

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WIFEI have met a maiden with goldenslippers these two previous nights.

BAKERYou think you could get one?

WIFEYes, Im sure of it. Ill meet youback here.

BAKERRight.

(beat)Why are we always separating?

WIFEBecause we have to if were going tobe together...

The BAKER and his WIFE start to go off in opposite directionswhen there is a TREMENDOUS CRASH with the force of an

earthquake. The BAKER and his WIFE are knocked off their feetand tumble into a bank of FERNS. They scramble to their feetand look to one another.

WIFE (CONTD)What is happening?

EXT. JACKS FARMHOUSE - AFTERNOON

The Giant lies still on the ground.

BAKER (V.O.)The entire kingdom shook when thebeanstalk came crashing down, killing

the Giant...

EXT. KINGS CASTLE - PALACE STEPS - NIGHT

The MOON is now half covered by SHADOW. DROP DOWN to findCINDERELLA running down the steps; commotion ensues as she isfollowed by the PRINCE and his retinue.

BAKER (V.O.)...as for Cinderella, she fled fromthe Prince... again.

ANOTHER ANGLE. Suddenly, when CINDERELLA is MID-FLIGHT on thesteps, 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 finallytrapped his prey.

We FREEZE the action as CINDERELLA considers the situation.

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CINDERELLAHES A VERY SMART PRINCE,/ HES APRINCE WHO PREPARES./ KNOWING THISTIME ID RUN FROM HIM,/ HE SPREADPITCH ON THE STAIRS./ AND IM CAUGHTUNAWARES./ WELL, IT MEANS THAT HECARES--/ THIS IS MORE THAN JUSTMALICE./ BETTER STOP AND TAKE STOCK/WHILE YOURE STANDING HERE STUCK/ ONTHE STEPS OF THE PALACE.ALL RIGHT, WHAT DO YOU WANT?/ HAVE TOMAKE A DECISION./ WHY NOT STAY AND BECAUGHT?/ SHOULD I GIVE THAT ATHOUGHT,/ WHAT WOULD BE HIS RESPONSE?/

She turns around to see the PRINCE, frozen in time andstaring at her.

CINDERELLA (CONT'D)BUT THEN WHAT IF HE KNEW/ WHO I AMWHEN I KNOW/ THAT IM NOT WHAT HETHINKS/ THAT HE WANTS?OR THEN WHAT IF I AM/ WHAT A PRINCEWOULD ENVISION?/ BUT THEN HOW CAN YOUKNOW/ WHO YOU ARE TILL YOU KNOW/ WHATYOU WANT, WHICH I DONT?/ SO THENWHICH DO YOU PICK:/ WHERE YOURE SAFE,OUT OF SIGHT,/ AND YOURSELF, BUT WHEREEVERYTHINGS WRONG?/ OR WHEREEVERYTHINGS RIGHT/ BUT YOU KNOW THATYOULL NEVER BELONG?AND WHICHEVER YOU PICK,/ DO IT QUICK,/CAUSE YOURE STARTING TO STICK/ TOTHE STEPS OF THE PALACE.ITS MY FIRST BIG DECISION,/ THECHOICE ISNT EASY TO MAKE./ TO ARRIVEAT A BALL/ IS EXCITING AND ALL--/ ONCEYOURE THERE, THOUGH, ITS SCARY. AND

ITS FUN TO DECEIVE/ WHEN YOU KNOW YOUCAN LEAVE,/ BUT YOU HAVE TO BE WARY.THERES A LOT THATS AT STAKE,/ BUTIVE STALLED LONG ENOUGH,/ CAUSE IMSTILL STANDING STUCK/ IN THE STUFF ONTHESE STEPS...BETTER RUN ALONG HOME/ AND AVOID THECOLLISION./ THOUGH AT HOME THEY DONTCARE,/ ILL BE BETTER OFF THERE/ WHERETHERES NOTHING TO CHOOSE,/ SO THERESNOTHING TO LOSE./ SO ILL PRY UP MYSHOES.

CINDERELLA lifts her feet out of the shoes and moves to astep 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 DONT HAVE TO COLLIDE--/ I KNOWWHAT MY DECISION IS:/ WHICH IS NOT TODECIDE./ILL JUST LEAVE HIM A CLUE:/FOR EXAMPLE, A SHOE./ AND THEN SEEWHAT HELL DO.

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NOW ITS HE AND NOT YOU/ WHOLL BESTUCK WITH A SHOE,/ IN A STEW,/ IN THEGOO,/ AND IVE LEARNED SOMETHING,TOO,/ SOMETHING I NEVER KNEW,/ ON THESTEPS 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 itup triumphantly. He addresses his STEWARD and RETINUE.

CS PRINCEThe ball is over. Send everyone home.

STEWARDAnd the Princess?

CS PRINCEShe wont get far with one shoe.

EXT. WOODS - PATHWAY TO THE CASTLE - NIGHT

CLOSE-UP on CINDERELLAS FEET, awkwardly running with oneshoe on, one shoe off.

ANOTHER ANGLE. She hears someone close on her trail and looksback to see the wide-eyed WIFE in pursuit.

CINDERELLADont come any closer to me!

WIFEPlease, stop! Just hear me out!

CINDERELLA

You have attacked me once before.

WIFEI didnt attack you. I attacked yourshoe. I need it. I have a magic beanin exchange for it.

Breathless, CINDERELLA stops. Stands defensively. The WIFEpulls out the bean from her pocket and hands it to her.

CINDERELLAMagic bean? Nonsense!

CINDERELLA tosses it over her shoulder, but they dont see

the SPARKS it sets off when it hits the ground and sinks intothe earth.

She starts to leave.

WIFEWait, please. I havent much time!

(desperate)I need that shoe to have a child.

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CINDERELLAThat makes no sense!

WIFEDoes it make sense that youre runningfrom a prince?

The STEWARD approaches on HORSEBACK.STEWARD (O.S.)

Stop! You there, stop!

CINDERELLAI must go!

WIFE(starts to take off ashoe)

Take my shoes. Youll run faster.

CINDERELLA

Here--

CINDERELLA hands the WIFE her GOLDEN SLIPPER.

WIFEThank 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 STEWARDdismounts.

WIFEIts mine.

STEWARD(gets off horse)

Lying will cost you your life!

The STEWARD snatches the shoe. The WIFE pushes the Stewardand grabs the slipper back.

WIFE(desperate)

I dont care if this costs me mylife...

STEWARDYou will pay for this!

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The C-PRINCE rides in (with the other SLIPPER), followed byhis RETINUE. The STEWARD takes the opportunity to pull theslipper from the WIFES hand as she curtsies.

STEWARD (CONTD)Sire! I have succeeded in obtainingthe other slipper.

He holds it up. The WIFE steps forward.

WIFEPlease give me the slipper, kindPrince, and all will come to a happyend.

STEWARD(overlapping)

Step back, peon!

CS PRINCEDo as she says, Steward. We only needone.

STEWARDOh...

He hands the slipper back to the WIFE. The STEWARD gets ontohis horse.

WIFE(to CS PRINCE)

Thank you. Thank you!

CS PRINCE(to STEWARD)

We must search immediately for themaiden who fits this slipper.

STEWARD(surprised)

Tonight?

CS PRINCEThis very night!

The PRINCE, STEWARD and RETINUE ride off, leaving the WIFEalone. She looks up to the moon and hurries off.

We follow the WIFES feet as she scurries past the beginningsof a BEANSTALK CURLING UPWARDS from the ground.

BAKER (V.O.)And in her haste, the Bakers Wifetook no notice of a second beanstalkclimbing skyward.

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EXT. VILLAGE - NIGHT - CONTINUOUS

TRUMPETS sound. The C-PRINCE, the STEWARD and the RETINUEride through the town, as VILLAGERS open their windows andrush out of their houses.

STEWARD

Let it be known that his RoyalHighness the Crown Prince will bevisiting every house in this villagetonight.

INT. CINDERELLAS HOUSE - KITCHEN - NIGHT - CONTINUOUS

CINDERELLA has only just got back. Grubby again, and wearingher old clothes, she bundles her beautiful dress into achest.

STEWARD (O.S.)All young maidens are hereby commandedto remain in their home until they arevisited by the Royal Guard.

CINDERELLA goes to the window and looks out.

EXT. CINDERELLAS HOUSE - NIGHT - CONTINUOUS

CINDERELLAS POV: The C-PRINCE and the royal RETINUE arrivein the entry courtyard.

BACK ON CINDERELLA. She smiles to herself.

INT. CINDERELLAS HOUSE - KITCHEN - NIGHT

The entire STEPFAMILY has assembled, in various stages ofundress. LUCINDA stands and watches as the STEPMOTHER tries

to force FLORINDAS large foot into the tiny slipper.

BAKER (V.O.)As the Prince anxiously waited, theStepmother took matters -- andFlorindas foot -- into her own hands.

FLORINDACAREFUL, MY TOE--!

STEPMOTHERDARLING, I KNOW--

FLORINDA

WHATLL WE DO?

STEPMOTHERITLL HAVE TO GO./ BUT WHEN YOURE HISBRIDE,/ YOU CAN SIT OR RIDE./ YOULLNEVER NEED TO WALK!

The STEPMOTHER takes a handkerchief and stuffs it into thegirls mouth and then pulls a large kitchen knife from herpocket and raises it over her foot--

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EXT. CINDERELLAS HOUSE - ENTRY COURTYARD - NIGHT

Standing lanterns have been set up outside the house, bathingthe area in light.

The STEPFAMILY watches as the STEWARD helps FLORINDA up on tothe back of the Princes horse. In pain, she grits her teeth

in a frozen smile.

BAKER (V.O.)Minus one toe, Florinda mounted thePrinces horse, unaware of the blooddripping from the slipper.

As the STEWARD steps back, he notices a tiny speck of bloodon his white glove. He looks up to the PRINCE to show him hishand. The PRINCE looks back to FLORINDA who shrugssheepishly.

INT. CINDERELLAS HOUSE - KITCHEN - NIGHT

This time the STEPMOTHER tries to force LUCINDAS foot intothe slipper. FLORINDA looks on with a smirk.

BAKER (V.O.)Lucinda was next.

LUCINDAWHY WONT IT FIT?

STEPMOTHERDARLING, BE STILL./ CUT OFF A BIT/OF THE HEEL AND IT WILL./

(she pulls out knife)AND WHEN YOURE HIS WIFE/ YOULL HAVESUCH A LIFE,/ YOULL NEVER NEED TO

WALK!

QUICK SHOTS:

FLORINDAS hand over LUCINDAS mouth.

The KNIFE raised up by the mother.

LUCINDAS eyes in fear as we hear a muffled scream and the

WOOSH of a knife--

EXT. CINDERELLAS HOUSE - ENTRY COURTYARD - NIGHT

The PRINCE and STEWARD wait impatiently in the torchlight.

BAKER (V.O.)Minus a heel, Lucinda did her best toswallow the pain.

At last, LUCINDA appears, masking her pain with a smile, andlimps towards the PRINCE. She is followed by her MOTHER andSISTER.

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STEPMOTHERIts a perfect fit, Your Highness!

LUCINDA winks at the PRINCE flirtatiously, then promptlyfaints to the ground with a thud. The shoe falls from herfoot. The PRINCE nods to the STEWARD who walks over andgingerly picks up the bloody slipper.

CS PRINCEHave you no other daughters?

STEPMOTHEROnly a little stunted kitchen wench,which her late father left behind butshe cannot present herself. She is toodirty.

Out of the shadows, CINDERELLA appears.

The STEWARD hands the slipper to the Prince, who kneels downin front of CINDERELLA and easily slips it on her foot.

CS PRINCEI would recognize these beautiful eyesanywhere. This is the true bride!

The PRINCE sweeps CINDERELLA off her feet and leads her tohis horse. The two of them ride off.

FLORINDA and LUCINDA watch, not at all happy. Then they heara CAWING (the sound of birds) overhead. They look up,alarmed.

BIRDS 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

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