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DENNIE GORDON DIRECTED BY DENNIE GORDON TRANSCRIBED BY DUSTIN BURLESON, IN ASSOCIATION WITH "TWIZ TV.COM" PLEASE DO NOT ARCHIVE/POST/USE THIS TRANSCRIPT WITHOUT PERMISSION! ========================== DISCLAIMER: ========================== The following is not a novelization or an actual script but a dry transcript of the aired episode that includes accurate word-to-word dialogues, settings descriptions, action scenes and/or camera movements where the transcriber felt they were necessary. This transcript is posted on "TWIZ TV.COM" in world wide web exclusivity by courtesy of DUSTIN BURLESON. "BEAUTIFUL PEOPLE" and other related entities are owned, (TM) and by CLIFFWOOD PRODUCTIONS LTD. in association with SONY PICTURES TELEVISION. This transcript is posted here without their permission, approval, authorization or endorsement. Any reproduction, duplication, distribution or display of this material in any form or by any means is expressly prohibited. It is absolutely forbidden to use it for commercial gain. For entertainment and educational purposes only. No infringement intended. ========================== TRANSCRIBER'S NOTE: ========================== **Note that this was made by a fan of the show for the purposes of other fans. There is no intent to profit save to encourage others to watch the show and guarantee further episodes. If used, please retain my credit and do not pass off as your own - it took a lot of work. Finally, to the powers that be, it is my hope that this does not breach any civil or criminal codes in force for the time being in respect of the owners of BEAUTIFUL PEOPLE.** ========================== TRANSCRIPT: ==========================

Sophie voiceover: Previously on Beautiful People

[Cut to Brighton High School classroom] Friend: What about her? Nicholas: Who the new girl? Friend: You don't seal that deal by midterms, I'll show you how it's done.

[Cut to the Fiskes party] Julian: You're the one who got away. Lynn: I didn't go anywhere you did.

[Cut to a park bench outside] Evan: Evan Fraiser. Karen: Karen Kerr. I'm a model. Evan: I'm an investment banker.

[Cut to inside a Brighton High School classroom] Sophie: You did that? Gideon: Kinda like you and your camera. It lets you see things differently.

[Cut to a modeling agency] Assistant: You're a pretty girl. You've got nice skin. But do something with your hair and lose a few pounds.

[Cut to inside the dark room at Brighton High School] Sophie: It's weird like I've got no home. Gideon: Maybe we could be friends.

[Cut to inside a night club] Gideon: What is it about you BPs thinking you can tell everyone what to do all the time. [End Previously. Cut to inside of Kerr bathroom.] Lynn: Morning.

Sophie: Morning. Karen: Morning. [Bumps Sophie as she walks by.] Sophie: Oh. Karen: God, three women in one bathroom? Countries have gone to war over less. Lynn: Honey if we can move from Esperanza to Manhattan, we can make this work. Sophie: I dont know, leaving home was one thing, but the three of us sharing a bathroom? Karen: God, I cant work with this! Lynn: Hey! Where are you going? Karen: Back to bed. Wake me up when theres a opening. Lynn: Youre not going back to bed youre getting an early start on your job hunt. But I have a very important interview and she has to go back to school, so that takes precedence. Karen: Well, Im sure the Brighton school has an endless supply of mirrors. Sophie: Theyre worn out from the Brighton kids admiring themselves so much, I cant go to school with thing! Karen: Come here. Youre such a amateur. Sophie: Ow! that really hurt. Karen: Nobody said beauty was painless. Sophie: Thanks. Its all yours gotta go. Lynn: Oh, honey, can I just can borrow this? Thanks, sweetie. Thanks. Karen: Glad I could be of use.

[Opening Credits. Cut to Kerr kitchen.] Lynn: How do I look? Karen: Oh, like Coco Chanel, only less dead. Lynn: No jokes. Im really nervous. So nervous I couldnt sleep so I made you pancakes.

Karen: Thanks, but Im not hungry. Lynn: Since when do you turn down my pancakes? Are you feeling okay? Karen: Fine. Good luck at your job thing. Lynn: Thanks, honey. See ya later.

[Cut to hallway inside of Brighton High School] Annabelle: Hey, Sophie. Sophie: Good morning, Annabelle, Gideon. Gideon: Is it? I didnt notice. Sophie: What was that about? Hey, where are you rushin off to? Gideon: Im just, you know, tryin to keep up with the breakneck pace of teenage life, if thats okay? Nicholas: Oh hey, I just wanted to apologize for what happened the other night at the club. Gideon: Yeah. Yeah, you know... Nicholas: Im sorry. I didnt mean to hit you. Gideon: Hey, I didnt mean to hit you either. Nicholas: Oh you didnt, but uh, thats besides the point. Gideon: Not unless the point is youre a narcissistic jackass. Mr. Tabor: Hey, Sophie! I saw some of your photographs in the dark room. Very impressive, especially those of your family. Very eloquent. Sophie: Thank you. Mr. Tabor: You know, Brighton offers an advanced photography class. Now I think you should consider it. Sophie: Consider it considered. How do I apply? Mr. Tabor: Just show up at three p.m., youre in. Annabelle: Ive been trying to get into that class, there were only two spots left. Now I guess theres only one.

[Cut to inside of a night club] Bartender: You dont have much experience. Karen: Well, not in night clubs, per say, but I waitressed two summers at Olive Garden. Hospitaliano! Bartender: Right. Can I see you with your hair down? Can you uh, stand up for me, take off your jacket. Can you turn around for me please? Karen: Im planning on losing some weight, and doing something with my hair, and this job is perfect for me- flexible hours so I can pursue my modeling career. And let me tell you, when I make it, I am totally going to hang out here with all my rich and beautiful friends. Bartender: You dont have a problem with making men think they can take you home at night, do you? Karen: Problem? Its my favorite pastime.

[Cut to inside Misura offices] Toby: Youre from where? Lynn: Oh Im from Esperanza, New Mexico. Its up near the Colorado border. My girls and I just moved to New York a little while ago my marriage just ended. Toby: Heartwarming. I meant where in fashion. Where did you work? Where did you train? Who with? Lynn: Yes, oops. [nervous laugh] Um, well I had my own store in sporrans and it was mostly my designs. Here Im doing retail which is why I was so excited by your phone call for this interview. I love Misura. I really do. I uh, think the way you guys make sportswear look like couture is just, you know, amazing. And how it started in a garage, and now you have over 200 different product styles, and your sales have topped over 60 million dollars. I mean its inspiring. Toby: Wow, you know more about my company than I do. Lynn: Well, its my life. I mean, Ive been sewing since I was 10, I used to knit outfits for my Barbie. Toby: What a coincidence, so did I. [Both laugh.]

Lynn: Designing is all Ive ever wanted to do. Toby: Huh, single mom, two kids. This is hard work. Lynn: Well, What other kind of work is there?

[Cut to inside the photography classroom at Brighton High School] Sophie: Its a Leica M6. They first made this model in 1984. This one was my dads he gave it to me for my 10th birthday. Mr. Stein: That is a terrific camera mechanical shutter, bottom loading, manual film advance. Its very old school. Sophie: Its the best camera Ive ever used. Then again, its the only camera Ive ever used. Mr. Stein: Thank you, Sophie. [Door bangs open.] Nicholas why dont you have a seat right here. Okay, for next class Im going to ask you each to bring in a photograph that defines you, says something about who you are, how you see yourself. It can be anything. For now lets start by breaking into groups of two and loading our film. Uh, Nicholas if you dont have camera you can grab one of ours. Uh, Sophie and Nicholas since you were the last two to join us, why dont you two work together. [School bell rings. Cut to inside a office with the Fiske family inside.] Rona: Julian if were any later well miss our reservation. Julian: I know Im just shooting off one last e-mail. Nicholas: I started this advanced photography class today. Julian: Whats with the sudden interest in photography? Nicholas: I need some money to buy a camera. Julian: [chuckles] Didnt I just give you five hundred dollars yesterday? Rona: Well, Nickys friends spent their summer traveling, he went to that young writers workshop everyday. If he wants a camera Julian: No, no, no. Nicky needs to learn to budget his money. You want to throw away five hundred dollars on things you dont need , youre not going to have anything left for the things you do need Nick you see this watch? It belonged to my father, your grandfather. And by the way he earned in a year what you get in allowance every month. Okay, I wear it because it reminds me of where I come from, who I am. Nicky youve been blessed with wealth and opportunity, but its what you do with it that determines what kind of man you are.

[Cut to a restaurant called Ormandos] Sophie: Mom, this place is pricey. Twenty bucks for a plate of pasta? Lynn: Well, we are celebrating because your mother is officially part of the design team at Misura fashion. I got the job! Karen: No way! Misura? I love their clothes. You have to get me some. Wait a minute, your in the fashion industry. Screw the clothes, get me a modeling job. Lynn: Ill see what I can do, honey, Mr. Stein: Sophie. Hi. Hey how are you? Sophie: Hi. Um, Mr. Stein, this is my mom, Lynn, and my sister, Karen. Mr. Stein is my teacher. Lynn: Oh, hi. Mr. Stein: Hi, David Stein. Pleasure. You have a very talented daughter. Karen: Yeah, Sophies not to bad herself. [Mr. Stein chuckles] Mr. Stein: Well, I wont disturb your dinner. It was nice to meet both of you. See you at school, Sophie. Sophie: Bye. Karen: Hes cute in a teachery kind of way. Lynn: He is. Sophie: Really? Mom, thats the first man youve said was cute since dad. Lynn: Youre right. Im sure it will pass. Anyway, I have more important things to think about then men, like my new job. Sophie: Ive got good news too. I was asked to join an advanced photography class. Lynn: Oh, honey! Im so proud of you, angel. Diane Arbus watch out. Oh look. Look at us. Things are finally falling into place. Its time. Karen: Ugh, time for what? Lynn: A famous Kerr community dinner.

Sophie: Oh no, not a community dinner. Its one thing to invite neighbors in Esperanza, but in New York? Karen: Theyll steal everything. Lynn: Community was everything back home, and its hard to build that in a city like this. We have to create our own community. Sophie: And feed it? Lynn: Feeding people can be a beautiful and bonding experience. Karen: Not the way you cook. Lynn: Listen, come on. Well invite our friends. Lets say Friday night. Good. Friday night it is. Toasts. Lets go. [Glasses clink.] Lynn: To the Kerr women. Karen: I got a job today too. Sophie: Modeling? Lynn: You did. Karen: No. Its at a really hip club. Lynn: And youre doing? Karen: Serving drinks. Making a ton of money, which I can contribute to the family budget. Lynn: So youre cocktail witnessing? Well what are you wearing? And where is it? Karen: Its a nightclub, not a whore house. Sophie: Mom, you did tell Karen she had to get a job. Lynn: Well, I know. It just sounds kind of sleazy. I mean I dont want anything to interfere with your modeling. Karen: nothing will interfere with that [Karen seems uncomfortable].

[Cut to the photography classroom at Brighton High School]

Mr. Stein: [Mr. Stein is slapping photos down on the table as Sophie enters.] Sophie. Do we have a meeting set? Sophie: No. Mr. Stein: Do you want to set one? Sophie: No Mr. Stein: Okay. Is there something I can do for you? Sophie: I have an odd question, and please dont interpret this the wrong way, I dont see a ring on your finger. Are you single? Gay? Mr. Stein: Well, what would be the right way to interpret those questions? Sophie: Im sorry. I know Im crossing all types of student-faculty boundaries and invading your personal life and you dont have to tell me anything, but, you see, my moms this amazing women, right? And she moved my sister Karen and me to New York all by herself and shes not attached to anyone, since my dad that is, and I just think she could use a guy friend, friend. And, well, youre a guy. Mr. Stein: Last time I checked. Sophie: You met my mom last night. Isnt she cute? And wow, is she funny. Smart as a whip too. Mr. Stein: You are crossing all kind of student-faculty boundaries. Sophie: Youre right. Im sorry. Ill go. [Sophie turns and starts to head out of the classroom.] Mr. Stein: [Sophie stops and turns around] Single. Not gay. And yes, your mother is very cute. [School bell rings. Cut to outside in the hallway.] Sophie: Gideon, whats going on? Why are you ignoring me? Gideon: I understand I havent known you very long, right? The corollary being I dont know you really well. And I just mistook you for one of us. Sophie: One of who? Gideon: The type of person who doesnt arrive at school in a Fiske limo like its the freakin academy awards. Sophie: Nicky gave me a ride to school, not that I have to explain myself to you.

Gideon: You might want to be a little more discreet next time because a girl can get a reputation, or earn one. Sophie: You think I slept at his house? [People passing by look at her awkwardly.] Sophie: I was at your house, remember? Taking you home. Gideon: And then you left, remember? So whered you go, huh. Sophie: If thats who you think I am your right, you dont know me very well. The corollary being I dont know you very well either.

[Cut to Misura offices] Toby: Ah, hows it going? Lynn: Oh, so far so good. The summer line looks amazing. Toby: Who knows? Our summer line 07 may include some of your designs. Lynn: Oh, so youve had a chance to look at my portfolio? Toby: Not yet, but I will.

[Cut to outside in a park] Nicholas: You know youre going to have to carry me a little, teach me what you know. Sophie: Yeah, thats why Im taking this class. Nicholas: Oh, come on, impart your wisdom. It cant be that hard. You just gotta point and shoot, right? Sophie: Lesson number one: you dont just point and shoot. Life may be that easy for some people, photography isnt. You have to think about the frame. Nicholas: Okay, the frame. What about it? Sophie: The frame defines your image. It shows what youve decided to include or exclude from the photograph, sometimes it says as much as the image itself.

Nicholas: Well, maybe in your pictures. My frame tends to tell me where my camera was when my index finger pushed the little red button. [Laughs] But of course, Im kidding. Back to the existential meaning of the frame. Sophie: Lets. For instance, if you want to keep something out, say the way you kept out other students like Annabelle, who wanted to take this class. Nicholas: Are you still stuck on that? Sophie: If by that you mean corruption? Systemic inequality? Social injustice? Then, yes, Im still stuck on it. Nicholas: Youre getting carried away. I just wanted to learn about photography. Sophie: Then buy a copy of Photography for Dummies. Or have your parents buy the company that publishes it. But the rest of us here actually care about the class and the art of photography. It means something. Nicholas: I care. Sophie: Do you even know who Henri Cartier-Bresson is? Or Walker Evans? Cindy Sherman? If you really want to learn about photography, start by doing your homework. [School bell rings. Cut to outside of Brighton High School] Gideon: Look, about before, Im sorry. I just I didnt mean to jump to conclusions, but Im a jumper, alright? Its what I do. I just dont want to see him take advantage of you. Sophie: No ones taking advantage of me. Gideon: Thats what you say now, but you dont know the predatory talents of the BPs, all right? Theyre vulterish. Sophie: Vulterish? Gideon: Like a vulture. Its a game to them. I dont want us to find ourselves in the situation where Nicky hurts you, you come to me, and I have to say, I told you so, and then I end up looking like a jackass instead of him. Sophie: Youve really thought this out. Gideon: Ive had a lot of free time lately. Sophie: Im a big girl. I can take care of myself, okay? Have a little faith. [Karen is crossing the street, heading to where Sophie and Gideon are standing] Karen: Sophie.

Sophie: Karen? I thought you vowed never to step within 50 yards of a high school again? Karen: Im not here by choice. Mom wanted me to tell you that shed be home late tonight. First day at the job and all. Sophie: Someday Ill have a cell phone. Oh, Gideon, this is my sister, Karen. Gideon: Hey. Gideon Lustig. Youve probably heard Sophie make mention of me. Karen: Actually, no. Gotta go. See ya. [Karen turns and heads back across the street.] Gideon: Always important to make a strong first impression. [Mr. Stein turns around suddenly, bumping into Karen.] Mr. Stein: Oh, whoa! Karen: Watch where youre going. Mr. Stein: Im sorry. Arent you Sophies sister? Karen: Shes my sister, but yeah. Oh youre the cute teacher. Mr. Stein: Well, Ive been called worse at least twice a day. Karen: Yeah, but whos counting? [Karen turns and leaves. Cut to the employee room of the club.] Zoe: Youre not going out like that? Karen: Why? Whats wrong? Zoe: You look like a nun. Put this on. Im Zoe. Karen: Karen. Zoe: I just doubled your tips. [Karen heads out into the club] Karen: Vodka tonic and a cosmo. [Evan walks in. Karen slides her tray away from her.]

Evan: Karen Kerr. Evan Fraiser. We ate that gourmet lunch together, or next to each other. Youre the model. Karen: Yeah, thats me. Just here for a drink. Evan: So hows the modeling business? Karen: Good. Great. Really cooking. Evan: Ive never seen you around here before. Karen: Hey, yeah. Ive never seen you here either. Crazy how that happens, huh? Tommy: Vodka tonic and a cosmo. Vodka tonic, cosmo, on the bar. [Tommy, bartender knocks on the bar.] Karen. Evan: I think that guys talking to you. Karen: Who? Him? Me? Evan: yeah. Karen: Okay, here it is. I kinda didnt tell you the whole truth. I work here. Well, tonights my first night - and I am a model, I just dont have an agent - yet. [Evan chokes back laughter] Karen: What is so funny? Theres nothing funny about it. Why are you laughing? Tommy: Nice of you to show up. Evan: Im sorry, Tommy. Uh, I got out of class late. Im coming. Lemme change. Karen: Change? Into what? You work here? Evan: Surprise. I bartend. Karen: [Stands up abruptly] Bartend? You lied to me? See ya. [Karen picks up here tray with the vodka and the cosmo now on it. Cut to a Brighton school classroom] Mr. Stein: Nicholas, why do you feel this picture defines you? Nicholas: Well, Its I think it Im the captain of the JV lacrosse team. [Laughter comes from around the room] That about says it all. Mr. Stein: Mmm. Sophie, how did you do that?

Sophie: I shot it into a mirror. Mr. Stein: Its so full of life. Its both posed and spontaneous. And look at Sophies sister. Its as if you can see right into her soul. How do you feel this picture defines you? Sophie: My mom and my sister are my best friends. Um, were so close, when I look at them I see myself, or how I want to see myself. Mr. Stein: Hmm.

[Cut to after class outside] Sophie: Mr. Stein! Awkward question. Mr. Stein: My favorite kind. Sophie: As I told you, I want my mom to meet a guy, and as we established, youre a guy. So how do I find a way to casually get you two together, just to see if youd get along? Mr. Stein: You are in a pickle. Sophie: But Im nothing if not crafty. Were having a dinner Friday and Im allowed to invite anyone I want. Mr. Stein: Friday as in tomorrow? You know, I might have a social life. Even teachers do things. Sophie: That was presumptuous. Of course you have plans. Mr. Stein: No, no, let me - let me check my schedule, okay? Ill let you know. Sophie: Okay.

[Cut to hallway. Paisley is heading towards Nicholas.] Nicholas: Whats up? [Paisley throws herself at him and starts kissing him.] Nicholas: Uh, uh what are you doing? Paisley: You looked incredibly kissable. Nicholas: Yeah, we have to talk.

Paisley: About what? [School bell rings.] Nicholas: Nothing. Never mind. I gotta go.

[Cut to the lunch room where Annabelle and Sophie are seating, eating their lunch.] Sophie: Youd think for what they charge here the food would at least resemble food. Annabelle: This is high school. Theyre legally bound to serve slop. It says so in the school charter. Whats bothering you? Sophie: Nicholas Fiske. Do you know he took your spot in advanced photography? Annabelle: Does he even know what a camera is? Sophie: Doesnt he enrage you? [Gideon approaches and sits down] Gideon: I cant tell. [sniffs his tray] Is that uh, it that Kebbles and Bits or Puppy Chow? Did I interrupt something? Were you two talking about me? Annabelle: Always. Its all we ever talk about. Gideon Lustig is our reason for being, our beacon in the dark times, our everything. Gideon: That was really self-centered of me. Im sorry. But were you two talking about me? Sophie: So, Friday night my moms throwing this weird community dinner. We used to have them in New Mexico. Theyre actually a lot of fun. Anyway, shes cooking and were supposed to invite our friends. Gideon: Well, were in! R-right? Annabelle: Community Dinner. Sounds enchanting.

[Cut to inside the photography classroom were Mr. Stein and Sophie are talking.] Mr. Stein: I dont see your picture. I thought you took it down. Sophie: No. This is weird. Are you sure it didnt fall?

Mr. Stein: Some kids at Brighton, when they see something they like, they feel entitled to appropriate it. Well, take it as a complement. Its such a great picture. Someone probably has it hanging up in their bedroom. Sophie: Thats creepy. Mr. Stein: Itll turn up. And uh, about the dinner, I cant make it. But thank your mom. Something tell me she has no idea she invited me.

[Cut to the club] Evan: So I didnt tell you I bartend. And I may not be an investment banker - not yet - but I am putting myself through college. Three semesters left, and an MBA. Karen: I cant believe you lied to me. Evan: So I stretched the truth a little. Whats the big deal? Karen: Thats how it all starts! You stretch the truth a little and the next thing you know youre sleeping with your daughters best friend! [Night time at the Fiske penthouse] Julian: Hey, Nick. Nicholas: Hey. Julian: I see you out there. Come on in for a second. Youre up late. Nicholas: Well, youre working late. But then youre always working. Julian: Ive been a little busy lately, but Im never to busy to talk to you. Nicholas: Theres not much to talk about. Julian: Come on, man, youre sixteen, all there is to talk about. Nicholas: Yeah, maybe I dont want to talk about it with you. Julian: Okay, I understand, youre a little upset with my lately. Ive been coming down hard on you in terms of money, but, you know I do that because I love you, right? Nicholas: Moms good cop, youre bad cop. You guys play your roles perfectly. Julian: Wait a minute, Nicky, hold on. Just listen to me for one second. Its real easy to lose perspective on whats important in life, okay. I just want you to know money isnt. All the unnecessary accessories of the world we live in, they arent.

Nicholas: You just talk a big game about your dads five dollar watch, which you wear beneath a three thousand dollar suit. So spare me the hypocritical values speech. Julian: Youre right. Its disingenuous of me to say, but its not something Im proud of but, Ive made some mistakes. And youre a special kid, Nick. But I see all your friends getting caught up in the trappings of wealth, and I dont want that to happen to you. I wont let that happen to you. Nicholas: Ill keep that in mind. Julian: Youve got a big heart in here, Nicky, big heart. Follow it.

[Cut to the club after closing] Zoe: Last one out. Hows you do? Karen: I made more tonight than a week at the Olive Garden. When do we get our tips? Zoe: We usually do the bank sometime before next shift. Tommy: Tomorrow at 4 PM. [Zoe bends down and you hear a snorting] Karen: Its getting kind of late. I shouldZoe: Late? Nights just getting started. [Tommy comes from around the bar, bends down, and you here a snorting sound.] Tommy: One champaign coming right up.

[Cut to the Kerrs apartment, in Karens room] Lynn: Karen! Karen! Come on, honey. Its 8:30, time to get up! Karen: Keep it down. I had a late night. Lynn: Well, if you keep working so late how are you supposed to book some modeling job or take classes? Remember? That was part of the deal. Karen, sweetie, come on. Lets go! Karen: [Mumbles] I have it all under control.

[Cut to later that day outside in a park] Paisley: So whats the big talk? And if this is about me sleeping with some guy this summer, that is such a lie. And anyway, we were allowed to see other people. Nicholas: Its not about that. Weve been dating a long time. Paisley: Since Christmas break, 8th grade. Nicholas: Sometimes couples evolve - grow together or apart. Its just the way it works. Paisley: What are you trying to say? Nicholas: Paisley, I like you. Paisley: Yeah, I noticed how much in your hot tub the other night. Nicholas: Maybe that was a mistake. I cant explain it, but weve changed. Ive changed. Paisley: No you havent. Youre exactly like me. Its why were so good together. Nicholas: I want to take some time apart. Paisley: Youd be miserable without me. Nicholas: Well, maybe I better find that out on my own. Paisley: Knock yourself out.

[Cut to Misura offices] Lynn: Hey, listen, my girls and I are having a dinner party tonight. Its sort of a community dinner. You know, we used to do it a lot back home. And were supposed to invite new friends, and since I dont have any new friends I mean, I dont even know anyone really, I was wondering, you know, if youre not doing anything? Toby: Well, that is quite the invitation. If I cant make it maybe Cliff from accounting is available. So what time? [Lynn sees a picture on the wall with Julian and Toby hanging out together] Toby: Time? Dinner? Lynn? Lynn: You know Julian Fiske.

Toby: In this business, who doesnt. Julian and I, we go way back. You know him as well, right?

[Cut to inside of a girls bathroom at Brighton High School. You can her a girl crying in the background. Paisley stops crying, the toilet flushes, and Paisley walks out of the stall] Girl: Paisley, are you okay? Paisley: Oh fine. Just my contacts.

[Cut to inside Julian Fiskes office] Lynn: I told you under no circumstances did I want your help. Julian: Lynn, calm down. Lynn: You still think you can just do whatever you want, dont you? Julian: So I made a phone call. Lynn: After I specifically asked you not to! Its just like the old day, huh? You just do whatever is good for you. It doesnt matter what I say, how I feel! Julian: I saw where you live, okay? I know how talented you are. This is crazy. Forget about the past, this is now, this is your life. Lynn: You know what? You dont get to judge me. You walked out of my life 20 years ago. You dont get back in unless I invite you! Julian: Im not judging you. Some people just need a break. [Lynn turns to walk away] Dont go. [Lynn stops and turns around] Wait, come here. Lynn: I will earn my own breaks. Julian: But you see, you were always so stubborn. Come on. Dont let your pride get in the way, Lynn. I just want to help. Lynn: I dont want your help, get it?

[Cut to the club, Evan is there picking up his tips as Karen is walking in] Evan: Thanks. You working tonight? Karen: Nope, just here to pick up my tips. Ive got some modeling stuff to do.

Evan: You know, you dont have to be embarrassed about being a waitress. Karen: Im not embarrassed. I just dont like being lied to. I told you that. Evan: Okay, you lied to me first. Okay can we forget about the whole lying thing? Please? Im sorry. What can I do make it up to you? Karen: Nothing. Once Im crossed thats it. Im like a gangster. You get one chance and then forget it. Evan: Thats a pretty crazy way to live your life. I mean, people make mistakes. Karen: Not my people. Evan: I give you my word I will never lie to you again - ever. Give me a second chance. Thats all I ask. Karen: I will never give you a second chance. Absolutely, positively, no. Read my lips!

[Cut to Karens bedroom] Evan: Where are your roommates? Karen: At work, dont worry. Oh I need to lose a little weight, okay? Evan: Youre kidding me, right? Karen: Just look in my eyes, okay? [Front door opens] Lynn: [In the background] Hello? Evan: Who is that? Karen: My mother. Lynn: [In the background] Anyone home? Karen: Damn it! Get dressed! Evan: I thought you said you lived with roommates. Karen: I do. They just also happen to be my mother and my sister. Evan: [Quietly] Like a gangster.

Karen: Shut up and get dressed. [Karen pushes Evan out the window on the fire escape and throws his shirt out to him] Lynn: [In the background as she approaches Karens door] Hey. Who is that Karen, Sophie? [Karen holds the door shut] Come on, open the door. Karen: Mom, hey. Lynn: Whats going on? Karen: Nothing. I was napping. Why arent you at work? Lynn: I left early to make dinner. Are you not feeling feel? [Karen whimpers] Lynn: Are you alone? Karen: Who else would be here? Im just tired. I worked late. Lynn: Until when? Karen: Can we talk about this later? [Karen looks out the window and Evan is pointing at the bed, Karen looks, and sees his cell phone. She jumps on the bed] Lynn: Fine. Your shirts on backwards. [Cell phone vibrates under Karen) Lynn: Whats that? Karen: What? Go, get dinner ready. [Cell phone continues to vibrate. Lynn turns and exits the room. Karen goes to the open window and kisses Evan. She closes the window as Lynn bursts back into the room.] Lynn: What time did you get home last night? Karen: Can we not talk about this right now? Lynn: What time? Karen: There was a party. They stayed late. Four, okay? Lynn: Listen to me. You want to model, Ill support you in that. But I will not have you screw it up serving drinks til all hours of the night. Youre going to quit your job.

Karen: Okay, I know this job is nothing compared to little miss perfect at the wonderful Brighton school, but I am making money and its my first good thing to happen in New York, so I dont care if you support that or not. [The Kerr family phone rings and Karen goes to answer it. Cut to hallway of Brighton High School. Sophie is using a pay phone.] Sophie: Hey mom, its me. Just wanted to see if you want me to pick anything up for the big dinner tonight. Maybe youre in some big designer meeting, so Ill see you at home. [She hangs up the phone] Nicholas: Hey, I want to talk to you. [Nicholas and Sophie start walking and Sophie leaves her bag at the pay phone. Paisley sees this and walks toward the phones. She goes through Sophies bag and takes the camera.] Sophie: Where were you? You werent in photography today. Nicholas: Oh, oh yeah, well, just hanging out. Sophie: You cut class? So youre taking other peoples spot and now youre not even showing up. Perfect. Nicholas: You figured me out. Sophie: Didnt take much figuring. [She turns to leave and realizes she doesnt have her bag] My bag. Oh my god. [She runs back to the pay phone followed by Nicholas.] Nicholas: Whats wrong? Sophie: My camera is missing. Nicholas: Are you sure you left it in your bag? Sophie: Where else would it be? Nicholas: Maybe you left it in class. Or in the dark room, the cafeteria. [Cut to Sophies locker she is sdfsdfsfsf through her stuff.] Sophie: I just had it. No way. Someone took it. Nicholas: No one stole your camera. Sophie: Well it didnt just fly away, so you tell me what happened. Tell me!

Nicholas: Okay, worst case scenario, if someone took it, you just buy a new one. Sophie: My dad gave that camera to me! Its not something I can just replace. It has meaning. More than you can know. Nicholas: Hey, come on were gonna find your camera. Okay? [Locker door slams shut. Cut to Lynn in the kitchen. She is taking food out of grocery bags, fixing flower arrangements, and cooking for the big dinner. Cut back to the school in the main hall.] Nicholas: Okay, Im going to check by the phones again. [As Nicholas heads towards the phones Paisley approaches Sophie.] Paisley: Missing something? Sophie: Did you take my camera? Paisley: Did I what? Yeah, Im a closet klepto. Youre pathetic. Sophie: Tell me where it is. Paisley: Right, were all out to get you. Its the man keeping you down. Sophie: If I find out you did anything to my camera, I give you my word Ill make you pay. Paisley: Okay, little thing. Sophie: I may be little, but Ill still kick your prada ass. [Paisley laughs.] Try me! [Nicholas heads towards Sophie and Paisley.] Paisley: I gotta go hot-wire a car. Nicholas: Lets just keep looking.

[Cut to the Kerrs apartment. The front door buzzes. Lynn opens the door and Gideon and Annabelle are standing there, Gideon is holding a gift.] Lynn: Hi. Oh, thank you, how sweet. Im Lynn Kerr, Sophies mom. Gideon: Yeah, we met at the Fiskes party, sort of. Im Gideon Lustig. [She opens the gift.] Lynn: Well this is just so beautiful.

Annabelle: Im Annabelle Banks. I brought nothing. Lynn: Thats okay. So make yourself at home, and uh, Sophie should be here any minute. I have to check on dinner. Gideon: [Looking around.] Its ummIts cozy. Annabelle: It looks like the set from Rent.

[Cut to a hallway at Brighton High. A custodian work is cleaning up.] Sophie: Its gone. How could Paisley so this? Nicholas: We dont know it was Paisley. Sophie: Of course youre going to defend her. Nicholas: What does that mean? Sophie: Shes your girlfriend. Nicholas: No shes not. Sophie: I saw you two going at it in the hall. Never mind. I dont care. Nicholas: Going at it? That was all Paisley. Sophie: It doesnt matter. Its none of my business. Nicholas: I broke up with Paisley. Sophie: I really hate this place sometimes. Nicholas: I know. Me too.

[Cut back to the apartment. Lynn hands them a glass of water.] Gideon: Thanks. Uh, so um, where is Sophie? Lynn: Oh, I dont know. Thats a good question. She should be here any minute. Annabelle: Are you sure you dont want any help? Gideon would be happy to do it. Lynn: Oh no, everythings under control. [There is a knock at the door.]

Toby: Hello? Lynn: Oh! I was hoping youd come! [Toby hands her a bottle of wine.] Toby: Well, any excuse to get away from the office and have a home-cooked meal.How could I pass? Lynn: Um, Gideon, Annabelle, this is Toby Sayles. We worked togetherbriefly. Toby: Mmm. Hmm, yes. Lynn: What do you say we open the wine? Toby: Yes, yes, yes. [Laughs. Under his breath, good lord. Toby and Lynn go into the kitchen.] I generally make it a rule not to attend parties where Im twice the age of the other attendees. It makes me feel old. Lynn: We are old. [Cut to the living room.] Gideon: I generally make it a point not to attend parties with people twice my age. Makes me feel young. Annabelle: We are young. [Cut to the kitchen.] Toby: I understand why you quit, but, you know, I wish you would reconsider. Lynn: Theres just more to it than you know. Toby: Clearly. Lynn: What does that mean? Toby: People react that way theyhate someone or they love someone. Which one is it? Lynn: So do you want white or red (wine)? Toby: Red. Fair enough. Ill let it go for now. But I am tenacious. So what are you going to be doing about work? Lynn: Im gonna make a bunch of phone calls tomorrow morning, get back into retail til something better comes along.

Toby: Well something better is here. I looked at your portfolio today, and you may not have oodles and oodles of experience, but your eye is fantastic. And your sensibility, well, is perfect for our company. Look, this has nothing to do with Julian Fiske. If your portfolio had come across my desk without any recommendations, I still would have hired you. Lynn: Well, Ill think about it. Thanks. Toby: Mmm hmm.

[Cut to the streets of New York.] Nicholas: You can borrow my camera until you get a new one. Sophie: Whatll you use? Nicholas: Oh, yeah, I dropped the class. Sophie: You dropped photography? Why? Nicholas: Well, thats what I wanted to tell you. I thought about what you said. It wasnt right for me to take someone elses place. Sophie: When I gave you such a hard time for cutting, why didnt you tell me then? I must have sounded like such a self-righteous idiot. Nicholas: I didnt want to make a big deal out of it. And your self-righteousness is one of your most winning traits. Sophie: ThanksI think. Nicholas: And who knows, maybe next semester Ill take a beginners course. Sophie: Hmm.

[Cut to the Kerr apartment. They are eating now.] Gideon: It must be very difficult to make the transition from a small town in New Mexico to New York City. Lynn: Yeah, it was an adjustment. But, you know, were doing fine. Gideon: Throw in a failed marriage, and then, you know with single parenthood, it must feel hopeless at times. Annabelle: Hes not always this much fun.

Toby: Kid, you are bringing me down. [Karen enters, looks at everybody, waves, and heads towards room.] Lynn: Umexcuse me. [Lynn gets up and follows her.] Will you join us for dinner? Karen: Im not hungry. Lynn: KarenI dont want us to fight. Karen: Its no party for me either. Lynn: You have no idea how scary it is for me, you guys running around New York City. And know youre serving liquor to strange men? I mean not a second goes by I dont wonder if youre okay. Karen: You always say trust is everything. You gotta trust me. Lynn: I know. Youre right. Ill try. You know, when I came home early, it hasnt to make dinner. I quit my job. Karen: You what? Why? Lynn: Its a long story. We have people waiting out there. Ill tell you and Sophie about it later. So you like working in this club? Karen: I do. Lynn: Just promise me you wont let it get in the way of everything else that you want to do, okay? Sometimes people make mistakes early, and it changes everything. Karen: I promise. Lynn: We gotta stick together, kiddo. Its us against the world. Karen: Sometimes I feel like the worlds gonna win. Lynn: It wont. Three of us, were a lot tougher. It wont. [They get up and go into the dining room.] Karen: Wheres Sophie? Lynn: I know, Im starting to get worried. Its not like her to be late like this. Gideon: Yeah, she should be here. Annabelle: Well, considering she lives here, Id say so. [Gideon gets up and puts on his jacket.] Where are you going?

Gideon: To look for her.

[Cut to outside the apartment Gideon is crossing a street. Cut to a park where Sophie and Nicholas are walking and talking.] Sophie: I have to get to this dinner, but thanks for helping me. Nicholas: Brighton, New York City, theyre really not that bad. It just feels that way sometimes. Give it time. Sophie: I dont know about that. Nicholas: Have a little faith. Like Elliot Erwitts photography, the way he finds humanity in some of the weirdest places. There is humanity here, it just hides sometimes. Sophie: Elliot Erwitt? You know who Elliot Erwitt is? Nicholas: Big fan. The way hehis photography is just sowhimsical. I prefer him to Cidy Sherman, who I really dont get but Cartier-Bresson? Wow, theres a photographer. Those shots of Paris, I felt like I was there. Sophie: Sherman can be an acquired taste. Give her some time. Nicholas: Hey, were sixteen. We have nothing but time. [Gideon comes to the entrance of the park which Nicholas and Sophie are close to now. Sophie laughs. They kiss. Gideon turns and leaves, Nicholas and Sophie not seeing him.]