WATER FOR ELEPHANTS

BY

RICHARD LAGRAVENESE

BASED ON THE NOVEL

BY SARA GRUEN

SECOND DRAFT REVISED

APRIL 16, 2009

EXT. MODERN CIRCUS GROUNDS - PRESENT DAY - NIGHT

An upstate New York town. A CIRCUS is being dismantled...The Big Top falls and is gathered up by workmen...Trucks are being loaded with animals.

EXT. PARKING LOT - CIRCUS GROUNDS - CONTINUOUS - NIGHT

AN ELDERLY MAN , JACOB JANKOWSKI - 93 year old - stands alone, with a walker in the middle of the empty parking lot.

His shirt is stained with sweat - as if it took great effort for him to get there. As he watches the Circus disappear, Jacob looks lost, bewildered and fragile.

CHARLIE, 50’s circus manager, and RUSS, a tattooed teen with rings through his eyebrows, approach him with a wheelchair.

CHARLIE

Excuse me sir, can we help you?

(No reply from Jacob)

Did you miss your ride?

JACOB

I missed the Spec.

RUSS

The what?

CHARLIE

Yes, I’m afraid you did. Can we

call someone for you?

JACOB

(sad)

Where’d it all go?

RUSS

He’s seriously old.

CHARLIE

Did you come with the folks from

the retirement home?

JACOB

No, I came on my own.

CHARLIE

(ignoring him)

Let’s go inside and we can call

them to pick you up.

Charlie motions for Russ to get Jacob in the wheelchair.

Jacob resists.

2.

JACOB

No, I told ya, I came on my own and

I’m not going back. Get your hands

off me.

RUSS

(as if talking to a child)

It’s OK. We’re gonna call the home

so they can come pick you up.

JACOB

(Suddenly lucid)

Why don’t you pick some of those

rings out ya head maybe you won’t

be so stupid, ya dumb little shit.

RUSS

Woah! The language. Uncalled for.

CHARLIE

Sir, we need to get you out of this

parking lot. My trucks have to come

through here. Please...

He offers the wheelchair. Jacob relents and sits.

CHARLIE (CONT'D)

I got it Russ. Take the walker.

Finish closing up the ticket booth.

Russ takes the walker and exits as Charlie wheels Jacob.

JACOB

In my day, they had old timers in

the ticket wicket and freaks like

him in the sideshow. Damn kid

didn’t even know what the Spec was.

CHARLIE

You sound like you know circuses.

Charlie checks his watch, impatient to get Jacob home.

JACOB

I should. I was on two.

CHARLIE

(Calling OS to Trucks)

Malcolm, tell them to come through!

(Patronizing, to Jacob)

Two circuses. Wow, that’s

something.

3.

JACOB

Ringling, of course, but that was

later...

CHARLIE

I’ll need your name when I call the

home.

JACOB

...First one was called Benzini

Brothers Most Spectacular Show ...

Charlie suddenly stops upon hearing that name.

CHARLIE

What?...Wait a minute! Did you say

you were with the Benzini Brothers?

(Jacob nods)

What years?

JACOB

1931.

CHARLIE

‘31?...You’re saying you were there

for the---?

JACOB

I was in the middle of it.

CHARLIE

(incredulous)

I don’t believe this. After the

Hartford Fire and the Hagenback-

Wallace Wreck, that’s the most

famous circus disaster of all time.

JACOB

I remember it like yesterday...

Better - cause I don’t remember

yesterday.

CHARLIE

(extends hand)

Charlie O’Brien the third.

JACOB

Jacob Jankowski the only.

CHARLIE

Mr. Jankowski, I would be honored

if you would have a drink with me

in my trailer.

4.

INT. CHARLIE’S TRAILER -CIRCUS GROUNDS - TWILIGHT

A bottle of expensive, Laphroaig scotch sits on the table.

Charlie pours them each a shot. Jacobs drinks. It feels good.

JACOB

(to the Scotch)

Ah, I remember you...Camel would’ve

loved this stuff.

CHARLIE

Camels drink scotch?

Jacob laughs, shaking his head No. Charlie pours another; CHARLIE (CONT'D)

You really got here on you’re own?

JACOB

The Great Escape! But I got lost.

CHARLIE

I should call the home, let them

know where you are.

JACOB

I don’t know why they call it a

“home”. You don’t know anybody

there. They fill you so full of

drugs, you don’t care...Five kids

and not one has a place for me

since their mother died. They take

turns visiting me on weekends. They

forgot whose turn it was today so

nobody showed up..

(Beat)

I had a life, ya know. A big

life...It isn’t right.

Charlie empathizes. Pours another. Changes the subject.

CHARLIE

So, how did the Benzini Brothers

stampede start? The story is two

guys got thrown off the train and--

JACOB

No point in telling a story if all

you want to know is the end.

CHARLIE

Sorry. From the beginning.

5.

JACOB

Now, let’s see...the beginning...

Well, everything began the same day

everything ended...Ha, isn’t that

how it always works?...

INT. JANKOWSKI HOUSE - JACOB’S BATHROOM - 1931 - MORNING

A mirrored medicine cabinet closes revealing the reflection of JACOB JANKOWSKI - 23 years old, handsome, full of energy.

JACOB (V.O.)

It was a big day. My final exams.

INT. JANKOWSKI HOUSE - CONTINUOUS - MORNING

Jacob bounds down the stairs and into the kitchen.

JACOB’S MOTHER AND FATHER are finishing up breakfast. The Father tunes a Philco Radio while smoking a pipe...The Mother pours coffee wearing a cardigan sweater and pearls.

Late for class, Jacob grabs a piece of bread and bacon and downs a coffee as his mother sweetly scolds him in POLISH...

His father says something supportive in POLISH as well. Jacob thanks him in POLISH. He kisses his mother and exits.

EXT. JANKOWSKI HOUSE - ITHACA NY - 1931 - MORNING

A simple, clapboard house in a middle class neighborhood.

Jacob runs out, passing his father’s sign on the front lawn: E. JANKOWSKI

Doctor of Veterinary Medicine EXT. CORNELL UNIVERSITY CAMPUS - 1931 - ITHACA, NY - DAY.

The beautiful campus of Cornell University. Jacob runs.

JACOB (V.O.)

After six years of dissections,

castrations, foalings and shoving

my arm up a cow’s ass more times

than I cared to remember, I was

finally going to graduate Cornell

in Veterinary Science. I was summa

cum laude...ha,ha and the oldest

male virgin on campus.

6.

INT. CORNELL UNIVERSITY LECTURE HALL, 1931 - ITHACA, NY - DAY

Jacob sits beside a beautiful Blonde who distracts him with her legs. She notices him staring, crosses her legs and smooths her skirt.

VETERINARY SCIENCES FINAL EXAMS is written on the board of a Lecture Hall. The Proctor announces from his desk.

THE PROCTOR

You may begin.

Jacob, the Blonde and fifty other students open their exam booklets and begin under The PROCTOR’s supervision.

JACOB (V.O.)

I had my whole life planned. I knew

exactly where it was taking me...

And then, with the opening of a

door, it all vanished.

The Lecture Hall door opens and DEAN WILKINS enters. The Dean walks to the Proctor and they confer privately. Then: THE PROCTOR

Mr. Jankowski? May we have a word?

Fifty pairs of eyes turn to look at Jacob, who looks up.

EXT. LECTURE HALL - CONTINUOUS - DAY

Jacob steps outside with Dean Wilkins.

DEAN WILKINS

Jacob, it’s your parents. I’m

afraid there’s been a car accident.

INT. BASEMENT HALLWAY - ITHACA HOSPITAL - NIGHT

Jacob walks down a dimly lit hall with a Police Chief and a Chaplain to the Morgue led by a Nurse. We follow them inside.

INT. CORONER’S MORGUE - ITHACA HOSPITAL - CONTINUOUS - NIGHT

The room is windowless and bare except for TWO GURNEYS, each with a sheet-covered body. A CORONER stands between them.

Jacob sees a steel table upon which lay his parents belongings; w edding rings, pearl necklace, his father’s pipe.

7.

CORONER

Are you ready?

The Chaplain places a comforting hand on Jacob’s shoulder.

Jacob nods. The Coroner exposes first Jacob’s father, then Jacob’s mother. We see only Jacob’s expression: CHAPLAIN

Is there any other family to call?

JACOB

No. Just me.

INT. EDMUND HYDE LAW OFFICES - DAY

Jacob, in a black suit. Mr. Hyde is seated opposite him.

HYDE

I know this is difficult for you,

but there’s been no mistake. The

house and all their assets,

including your father’s practise,

are now property of the bank in

default of the mortgage.

JACOB

But I’m telling you, my father put

away every penny he ever earned.

They owned that house outright. Why

would he have a mortgage?

HYDE

My guess is because he let people

pay him in beans & eggs or whatever they had, instead of money.

JACOB

And so he’s penalized for not

turning away people who couldn’t

afford his help? He was a doctor.

HYDE

Yes, I know, he was a very good man

but in banking terms, in the

reality of what makes this world

actually function, he was an

irresponsible man. I’m sorry, but

you oughta to know the truth. This

Depression is going to last for a

long while..

(MORE)

8.

HYDE (CONT'D)

..And the only ones who will be

standing at the end of it, are the

ones who fight to take what they

need to survive. Everyone else is

going to disappear. Don’t make the

same mistakes as your father.

Jacob is disturbed by this description of his father.

EXT. RESIDENTIAL STREET - OUTSIDE ITHACA, NY - DAY

Jacob in his black suit walking home..looks up ahead to see: EXT. JANKOWSKI HOUSE - CONTINUOUS - DAY

All the family possessions are on the lawn being scoured over by strangers: father’s Philco radio, mother’s jewelry...A foreclosure sign hangs beside his father’s business sign: JACOB (V.O.)

Things happened so fast, my head

was spinning. And that mortgage...I

just couldn’t figure it out.

A DELIVERY TRUCK pulls up at the curb. It is met by A BANK

REPRESENTATIVE, who receives a package and carries it to Jacob, meeting him halfway.

BANK REPRESENTATIVE

This just came for you, Jacob.

Whatever it is I’m going to have to

include in the bank’s report of

assets. Sorry. You OK?

(Jacob nods)

I also have documents to sign..

The Bank Representative continues MOS as Jacob opens the package,

JACOB (V.O.)

I didn’t believe the lawyer or the

bank. My mother worked. They had

savings. We were never broke. So

why would they need a mortgage?

And then it hit me...

Jacob opens the package revealing a BRAND NEW SIGN, reading; E. JANKOWSKI AND SON

DOCTORS OF VETERINARY MEDICINE

9.

JACOB (V.O.)

They did it to pay for my Ivy

League education.

For a moment Jacob can’t move. This thought stuns him. With his house being picked apart and the Bank Representative speaking about papers, Jacob can’t take it any longer. He drops the sign and walks away. The Bank Rep calls after him: BANK REPRESENTATIVE

Jacob? Jacob they need these signed

by the end of the business day.

Jacob walks away from the Bank Rep, pulling off his tie and tossing it. He is crying - the reality finally hitting him.

JACOB (V.O.)

I walked and I kept on walking...

It’s a strange feeling becoming an

orphan the same time you’re

becoming a man...To have this

freedom to be anything you want at

the same time everything you were

is taken away. So I just walked

...Then all of a sudden, I stopped.

EXT. A CLEARING NEAR A STREAM - OUTSKIRTS OF ITHACA - NIGHT

Jacob stands with his feet in a clear stream. He is no longer crying. There are dense woods, pitch black, all around him.

JACOB (V.O.)

Like I’d been sleepwalking and I

woke up. I had no idea where I was.

Jacob can hear the buzz of insects, the glow of fireflies and the cries of distant animals in the woods. It unnerves him.

Far off beyond the dense woods Jacob sees A MOVING FLICKERING

LIGHT - like a distant, silent star moving past the trees.

The Light is moving around the woods until it curves towards Jacob’s direction. He hears a distant CLANK-CLANK...

Curious, Jacob puts his shoes on and walks back to a gravel path that leads to TRAIN TRACKS just as: THE MASSIVE TRAIN ENGINE EXPLODES INTO VIEW PASSING HIM.

Jacob is so close, he is hit by a wall of wind that nearly knocks him down. It is dark and the train is moving fast.

10.

JACOB (V.O.) (CONT'D)

What is it inside of us makes us

decide to grab onto life again and

again, no matter how many times it

abandons us without a second

thought?...What is it makes us

hungry for more of the same?

Somebody smart should figure that

one out.

Jacob makes his decision: He runs parallel to the train...stumbling over gravel, pitching forward and losing his balance, recovering, then running faster, scanning for something to grab hold of to hoist himself up. He sees: AN OPEN STOCK CAR IS THREE CARS BEHIND HIM...As it catches up to him, he lunges forward, reaching for the iron grab hold and flings himself upward. He clings on with his left leg, elbow and chin. His right hand clings to the grab hold. With his left hand, he claws the floorboards of the stock car, but the aged wood scraps off under his fingers. His right leg is dangling, beneath the train itself, dangerously close to the tracks. Jacob is slipping...slipping...

With everything he’s got, Jacob makes one final “life or death” effort, managing to get his left knee up over the edge. Using foot, knee, chin, elbow and fingernails, he scrapes his way inside the stock car and lies panting...

INT. STOCK CAR - EN ROUTE - NIGHT

A dim light barely illuminates the interior. Jacob breaths a brief sigh of relief and accomplishment when suddenly: A HUGE

HAND CONNECTED TO A EVEN LARGER ARM COMES OUT OF THE

DARKNESS, GRABBING JACOB BY HIS COLLAR, HOISTING HIM UP.

Jacob swings at this Brute with his free arm but it’s blocked easily, as the Brute moves him to the open car door.

OLD TIMER (O.S.)

Oh, don’t go messin with Blackie.

Throwing people off of trains is

one of the perks of his job.

Jacob can now see THREE MEN playing cards by a kerosene lamp.

ONE MAN HAS A RIFLE, aimed at Jacob. Another, A SHRUNKEN, STUBBLE FACED OLD TIMER, drinks out of a jug...

Blackie holds Jacob out on the edge of the open stock car, as trees slam against the train almost cutting Jacob’s face.

11.

BLACKIE

We don’t need no bums on this train

brother. You can get off right now

and keep running.

Old Timer rises with a lantern and hobbles on one bad leg, inspects Jacob and his nice suit with the lantern...

OLD TIMER

Now everybody calm down here. Grady

put that damn rifle away. BLACKIE

LET’IM GO...And I mean on the

inside of the train!

Jacob struggles as Blackie pins one arm behind him.

OLD TIMER (CONT'D)

I’m tellin ya, ya can’t red light

him, we don’t need that trouble.

Look at them clothes - he’s no bum.

Blackie scans Jacob’s clothes, then tosses him inside the train and returns to the card game. Jacob pants, relieved.

OLD TIMER (CONT'D)

Don’t be sore kid. It’s more like a

reflex with Blackie. I’m Camel..And

that there’s Grady. And Bill.

JACOB

Jacob. Jankowski. Nice to meet you.

CAMEL

You’re pretty young for the rails.

You running from something boy? You

on the lam?

JACOB

No. Nothing like that.

CAMEL

Where you headed?

JACOB

I don’t know.

CAMEL

Hungry? Outta work?

(Jacob nods)

No shame in it. What can you do?

JACOB

About anything I guess.

12.

Camel gives him the once-over look then offers the jug.

CAMEL

We land in Deposit in the morning.

We’ll find you some work. And if

you’re still alive by the end of

it, I’ll get you some food and take

you to Uncle August.

Jacob drinks and chokes on the liquor.

JACOB

Who’s that?

GRADY

August Rosenbluth...Lord and Master

of the Known and Unknown Universes.

Ringmaster Extraordinaire.

Jacob looks baffled. Camel laughs as he drinks more; CAMEL

Oh kid, don’t tell me you didn’t

notice?

Grady and Bill laugh though Blackie remains un-amused.

BILL

Ha, he really don’t know.

CAMEL

HA! You didn’t just jump a train

boy. You jumped the Flying Squadron

of the Benzini Brothers Most

Spectacular Show on Earth...

You done landed your ass on a

circus, kid!

PRE-LAP: The Circus Train brakes screeching to a halt!

INT. STOCK CAR - DEPOSIT, NY - DAWN.

Jacob is rolled awake as the train stops. He is disoriented as Blackie, Grady and Bill jump out through the open stock car door. Camel is fast asleep, drunk from the jug.

EXT. CIRCUS TRAIN/CIRCUS GROUNDS - DEPOSIT, NY - DAWN.

The Train has stopped adjacent to a huge grassy lot. Beyond it, the scattered buildings of Deposit, NY backlit by dawn.

13.

Jacob jumps out of the stock car, in awe of what he sees:: Hundreds of dirty, unshaven men pouring out of the train like ants on candy. The wagons of the train are painted scarlet red with gold trim and sunburst wheels. Emblazoned on each wagon; BENZINI BROTHERS MOST SPECTACULAR SHOW ON EARTH.

Jacob wanders as the Circus is being created: Canvas tents are raised, the Big Top laying sprawled on the ground. Men standing over seams, lacing pieces together...Eight man sledge teams pound stakes into the ground at breakneck speed....Teams of men are raising enormous poles with their combined weight, chanting: Pull it! Shake it! Break it!

Again!...Now down stake it!... Several teams horses pulling wagons are charging right for Jacob..

Jacob jumps out of the way, nearly being run down. He is out of place...in the way of this finely tuned machine.

Jacob ducks into a LARGE TENT for safety.

INT. MENAGERIE TENT - CONTINUOUS - MORNING

Jacob enters. A stillness takes the place of the chaos outside: The translucent tent is as tall as the sky. It has barely been set up - just the tent and: THE ANIMALS.

Jacob is in awe. Camels, llamas, zebras and horses stand behind low ropes slung between iron stakes, some with their heads in mounds of hay.....Two giraffes stand within a chain-link fence....lions, tigers, panthers, jaguars, bears, chimps and an Orangutan.

The animals stop moving, as if to give Jacob an acknowledgement. Jacob responds with a nod or a smile.

The Orangutan is stretching it’s arm outside it’s den for something out of reach. Jacob tries to understand.

JACOB

What is it? What do you want?

The Orangutan strains its arm. Blinking at him. Pointing.

Jacob looks around and sees A HALF SQUASHED ORANGE on the ground in front of the cage. He picks it up.

Jacob opens the den and hands the Orangutan the orange. She takes it and sets it on the floor of her den. She returns and reaches out for Jacob again.

14.

Jacob hesitates, not knowing what she wants. But deciding to trust her, Jacob extends his hand to hers.

The Orangutan wraps her long fingers around Jacob’s hand and holds it for a beat, looking to his face. Jacob returns the gaze, realizing she is thanking him. He is touched.

JACOB (CONT'D)

You’re welcome, ma’am.

The Orangutan lets go and returns to the orange in her den.

CAMEL (O.S.)

What the hell you doing in here?

Get outta there!! You ain’t a

menagerie man. Only menagerie men

is allowed in there.

Jacob runs out to Camel.

EXT. MENAGERIE TENT - CONTINUOUS - MORNING

Camel escorts Jacob through the grounds to a baggage car.

CAMEL

Gonna try to get you set up with

Crazy Joe.

JACOB

Do I call him Crazy Joe?

CAMEL

It has been said Crazy Joe went to

prison for killing a man who spit

into the wind and hit the back of

Joe’s neck. So no, I would not call

this man Crazy Joe to his face.

Camel and Jacob walks on to an open stock car door, where CRAZY JOE stands - a burly man, missing three fingers.

CAMEL (CONT'D)

Hey Joe! I got a First of May here.

Think you can use him?

Crazy Joe scans Jacob, shoots an oyster of dark brown tobacco juice then disappears back inside. Camel tells Jacob; CAMEL (CONT'D)

You’re in, kid.

15.

INT/EXT. BAGGAGE STOCK CAR - DEPOSIT, NY - MORNING

Jacob and another Young Man, WADE, with their shirts off, are shovelling tons of horse manure. Jacob is queasy, blinking from the stench. The Young Man doesn’t seem bothered.

JACOB

I’ve never seen so much manure!

WADE

Baggage stock horses. They pack’em

in 27 a car.

JACOB

How do you stand the smell?

WADE

What smell?

EXT. CIRCUS GROUNDS - DEPOSIT, NY - MORNING

Jacob and several other Flying Squadron men struggle to pull on cables hoisting up the canvases on the Big Top. It takes a tremendous effort. Jacob uses every bit of strength.

When the Big Top is raised, Jacob can’t help but be impressed with the accomplishment as the local townsfolk (rubes) cheer.

INT. MENAGERIE TENT - DAY

Jacob struggles to shovel LLAMA manure out of the menagerie.

He checks his hands - they are blistered and bleeding.

EXT. SIDESHOW TENTS - MIDWAY - DEPOSIT, NY - AFTERNOON

CECIL, THE BARKER, is “speechifying” from a platform beside the sideshow entrance, strutting back and forth, as a crowd gathers... Jacob and other working men, including Wade, are positioned around the perimeter of the crowd.

WADE

When Cecil gives the signal ya

gotta push the rubes in towards the

entrance but without them catching

on or else they’ll be a fight.

Jacob, Wade and the other men position themselves equidistant around the perimeter of the crowd facing Cecil.

16.

When Cecil pulls his ear (the Signal)...Jacob and the other men move forward, inching the crowd into the sideshow tents.

EXT. MENAGERIE TENT - DAY

Jacob shovels YAK manure more easily having taped his blistered hands.

EXT. BARBARA’S SHOW TENT - DEPOSIT, NY - LATE AFTERNOON.

Grady hands Jacob a long lead pipe.

GRADY

Stand inside the tent and smack the

sides with this when you see a head

trying to peek in without paying.

Jacob follows Grady into the tent...

INT. BARBARA’S SHOW TENT - CONTINUOUS - LATE AFTERNOON.

Jacob enters and is paralyzed by what he sees: Camera angles behind BARBARA - a topless woman on stage alone in front of rows of ogling men - as she maneuvers her breasts in circles flipping the tassels attached to them...The men hoot and holler for more as Barbara smiles encouragingly, hiding her routine boredom.

Jacob is paralyzed by the sight of a naked woman.

Grady frantically motions for Jacob to snap out of it and use the pipe at the heads sneaking under the tent to peek in...

Startled out of his enthrallment, Jacob lifts the pipe too quickly and hits his own forehead. OW!..then proceeds to do his job, banging the heads thru the flaps.

INT. CIRCUS GROUNDS/MENAGERIE TENT - DEPOSIT, NY - TWILIGHT

Jacob shovels ZEBRA manure, no longer affected by the scent.

By this point, the menagerie tent has been fully installed: Ten chandeliers hang and twinkle from the roof illuminating the a gloriously bannered candy stand in the tent’s center.

Jacob hears someone entering the menagerie. He turns to see; 17.

Behind the rows of beautiful black and white horses, Jacob catches flashes of pink sequins...pink tights...pink sequined gloves of a WOMAN caressing and whispering to them.

She is MARLENA. Her shimmering eyes and hair. Her porcelain skin. Her pink sequins make her glisten and sparkle. ..

Jacob is spellbound as he watches Marlena’s gift with horses; Marlena uses signals with her whip or clicking sounds with her tongue to communicate with the horses: they line up at her subtle command, they raise their hooves, they bow down to her, rise up on their hind legs...

She clicks her tongue and one White Silver Maned Horse lifts a hoof for her to inspect. She clicks for him to take a step.

Jacob notices the Silver Maned Horse walks tenderly on the foot. He decides to help....Approaching the shimmering Marlena, Jacob looks like he’s been shovelling shit all day.

JACOB

Excuse me, ma’am? Hi. I’m Jacob.

Marlena doesn’t respond. She looks at him with suspicion.

JACOB (CONT'D)

May I? He may be foundering.

Marlena nods. Jacob also clicks his tongue as he glides his hands up Silver Star’s fetlock. To Marlena’s surprise, the horse trusts Jacob, lifting its hoof. Jacob examines it.

JACOB (CONT'D)

He should be all right for tonight.

But I’d put him on stall rest as

soon as possible.

He clicks his tongue and eases the hoof down. Marlena looks both impressed and insulted. Jacob smiles. Marlena does not.

She clicks and assembles her horses in formation, then leads them out of the menagerie....Jacob looks after her adoringly.

WE PRE-LAP:

UNCLE AUGUST (V.O.)

LAAADIIIEEESS AND GENTLEMENNNNN!

AND CHILDREN OF ALL AGES.

INT. BIG TOP - DEPOSIT, NY - CONTINUOUS - TWILIGHT

Camera follows Jacob into the Big Top ...

18.

UNCLE AUGUST

WELCOME TO THE MOST EXTRAVAGANT

EXTRAVAGANCY THE HUMAN EYE CAN

BEHOLD...WELCOME THE STARS OF THE

BENZINI BROTHERS MOST SPECTACULAR

SHOW ON EARTH!!!

Jacob arrives as we reveal:

THE EXTRAORDINARY GRANDEUR OF THE SPEC - EVERY ACT, EVERY

ANIMAL - IN FULL REGALIA, PARADE FOR THE AUDIENCE AS THE BAND

PLAYS. IN THE CENTER RING IS:

Jacob can barely contain himself...The Audience - young and old - is captivated. Faces of poor Depression era townspeople light up with joy and amazement; During Jacob’s lines we see; Clowns, jugglers, acrobats, exotic animals, Marlena with her Horses, high divers on fire diving into a tank of water...it is truly spectacular: JACOB (V.O.)

You never saw anything like it. You

could hardly take it all in without

fearing you might go blind from the

shine. From one kind of world too

hard to bear came some kind a

heaven no one knew existed.

End on Jacob seeing: Marlena gloriously atop her horses who form a tableau, as a curtain of sparks falls behind them.

EXT. CIRCUS GROUNDS - DEPOSIT, NY - MIDDLE OF NIGHT

The Big Top drops. Poles topple. Horses, men and equipment dismantle the great city of tents.

JACOB (V.O.)

And then just as quickly, heaven

was packed away and gone.

INT. PERFORMER’S CAR - TRAIN EN ROUTE - MIDDLE OF THE NIGHT

As the train travels, a worn out Jacob sits cramped under a bunk beside A CONTORTIONIST taking up little space. Jacob voraciously eats a plate of food Camel snuck in for him.

CAMEL

You like the food? You deserve it.

You done good, I hear..

(MORE)

19.

CAMEL (CONT'D)

(Jacob chokes)

..Woah, you better take a breath

before it all comes back up on ya.

Here. Have a hit of Jake.

He offers Jacob his “Jake”. Jacob drinks and chokes.

CAMEL (CONT'D)

It’s an acquired taste. Now get

yourself outta there. I’m gonna

take you in to see August.

As Jacob squeezes out, the Contortionist unwinds himself and takes up more space.

JACOB

But it’s the middle of the night.

CAMEL

Only time circus people live - when

they don’t have to work. Come on...

INT. SLEEPING CARS/ PLATFORM - TRAIN - MIDDLE OF THE NIGHT

Camel leads Jacob through various sleeping cars, revealing the lowly conditions of life on the road...wooden bunks, no private space, one bathroom for a dozen to share.

THROUGHOUT THIS NARRATION WE JUMP CUT INTO VARIOUS CARS:

- The Musicians Car: Men smoking, cleaning instruments...looking at Jacob with suspicion and wry humor.

The Trumpet Player plays TAPS. Jacob doesn’t understand why.

CAMEL

I got a son about your age. Lives

outside of Reading, PA. Haven’t

seen him for years. Fix your shirt

there.

Jacob shoves in his shirt. Camel smiles. He likes the kid.

- The Clown Car: Clowns without make-up reading or playing cards. They look at Jacob as if he were walking the last mile. One Clown waves goodbye.

CAMEL (CONT'D)

Remember, when you meet August let

him do the talking and don’t ever

mention Ringling. He hates them

bastards worse than the Depression.

20.

- Barbara and the Coochie Girls Car; Girls in various forms of undress, negligees, sheer robes. Barbara exits a bathroom and bumps into Jacob, who fumbles seeing her half-nude; BARBARA

How’s your pipe, kid?

Camel leads the slack-jawed Jacob away.

CAMEL

Night ladies.

BARBARA AND GIRLS

Night Camel.

INT. PERFORMER STATEROOM CARS - TRAIN EN ROUTE - NIGHT

Slightly more upscale and private quarters with a passenger aisle outside individual doors and windows.

JACOB

Hey Camel - who’s that woman who

works the horses?

CAMEL

(stops)

Now stop right there. That’s

Marlena. She don’t talk to nobody

and you don’t talk to her. And

don’t mention her to August. Ain’t

no right way to talk about

somebody’s wife and make it sound

like a compliment.

JACOB

Wife?

Camel takes this opportunity to drink some Jake and ask: CAMEL

Look, kid, before we do this, I

gotta ask... ..I ain’t tryin to

know your business but I do know

you ain’t been on the road too

long. You’re too clean, your

clothes too nice and you don’t got

a possession on you. See, a man on

the road collects little things.

It’s not a big life I can tell ya.

So before you start, I ask: if you

got any kind of life to go back to,

that’s what you should do.

21.

Jacob stops. He tries to not sound emotional when he says: JACOB

I don’t.

Camel studies him, as if understanding what isn’t said.

CAMEL

I am sorry to hear that.

They move on.

EXT. AUGUST’S PRIVATE CAR PLATFORM - TRAIN EN ROUTE - NIGHT

They reach a platform facing the fanciest car yet. Standing upon it is an enormous, muscular BALD MAN, EARL...

CAMEL

This here’s Earl. He’s gonna take

you in. Earl, this here’s Jacob.

JACOB

(shakes hands w/Camel)

I don’t know how to thank you.

CAMEL

HA! You may not want to after you

been on a show long as I have. Good

luck to ya, kid.

Camel exits OS. Alone with Earl, Jacob asks: JACOB

Do I look OK?

EARL

Very nice.

Then, with one hand Earl slides back the door and with the other hand, violently grabs Jacob by the neck and throws him head first into the car.

INT. AUGUST’S PRIVATE CAR - CONTINUOUS - NIGHT

Jacob falls into Uncle August’s opulent private car, with wood panelling, cushioned furniture and chandeliers.

Sitting at a table playing cards are CECIL the Barker, DIAMOND JOE (menagerie and ring stock), MR. ERWIN (talent booker), CRAZY JOE (baggage stock) and, with his back to us in a high wing back chair, (UNCLE) AUGUST ROSENBLUTH.

22.

Earl shoves him against the wall, dangling him off the floor.

As August speaks to Jacob, all we see is the back of his head and smoke from his cigar as he plays cards throughout...

AUGUST

What’s this?

EARL

That stowaway the old drunk took

under his wing. College boy.

Jacob tries to explain but Earl bangs him against the wall.

AUGUST

(to the game)

I’ll see your three and raise you

five...

(to Jacob)

I don’t believe I’ve had the

pleasure.

JACOB

Jacob Jankowski, sir.

AUGUST

And what is a “Jacob Jankowski” and

why he is on my train?

JACOB

Just looking for work, sir.

MR. ERWIN

Can you fly? Set yourself on fire?

JACOB

No sir.

AUGUST

Ever worked a show, son?

JACOB

No sir.

AUGUST

Ever been to a show?

JACOB

Yes sir...

Jacob, sensing where this is going, gets August’s attention; 23.

JACOB (CONT'D)

Ringling Brothers.

August stops playing cards. The others react with sudden apprehension. Earl casually shakes his head to warn Jacob.

August finally rises and turns to Camera: handsome, charismatic, fiercely intelligent...matinee idol looks that mask a darker nature.

AUGUST

Ringling, you say?

JACOB

Yes. But it was terrible.

AUGUST

Really? Have you seen our show?

(Jacob nods)

What was your favorite act?

Jacob sees a CIRCUS POSTER with Marlena and her Horses.

JACOB

The uh...the one with the black and

white horses. And the girl in pink.

AUGUST

Ah, our Star Attraction. Well, I

believe we’re looking for a boy to

carry water for the elephants,

aren’t we Diamond Joe?

DIAMOND JOE

We don’t have an eleph-

AUGUST

Shut-up.

JACOB

I would do that, sir. I’d like to

work with the animals.

August and the others chuckle. Jacob doesn’t understand why.

August crosses to Jacob, as he ridicules: AUGUST

And you’d carry water for

elephants? Ha, ha...you have any

idea how much water an elephant

drinks, kid? College! Pfft! Never

met a college man yet who knew his

own ass from shinola.

(MORE)

24.

AUGUST (CONT'D)

(More sinister)

You eat my food and you ride my

train like you’re entitled to

survive. But you see, nothing

survives here without my

permission...Maybe if you tell me

you’re nothing, I’ll let you stay,

although my bet is you won’t last.

Jacob refuses to let August demean him. He stays silent.

AUGUST (CONT'D)

You smell like every kind of shit.

Why would a college boy want that?

JACOB

Times are hard for everybody...And

I guess because ... out of all the

dirt and sweat and shit and working

with fellas you don’t want to be

caught dead meeting in the

daylight, comes...so much beauty.

We think August and the men are moved by Jacob’s words.

AUGUST

That’s beautifully put.

(Then:)

Toss him off, Earl. And make sure

you see the red light before you red light him.

As Earl drags Jacob in tow, August derides him to the others; AUGUST (CONT'D)

Another sonny boy mad at mommy and

daddy for paying the bills. Sounds

like he studied poetry.

CRAZY JOE

I got no use for people who rhyme.

JACOB

(shouts as he is dragged)

It was veterinary science! And I

can tell you one thing - that Star

Attraction horse of yours won’t be

walking in a few days let alone

performing center ring!!

August stops and turns.

AUGUST

Earl wait!

25.

Earl stops with Jacob. Now all the men are intrigued...

AUGUST (CONT'D)

Veterinary science?

(Earl stops with Jacob)

May I ask what school?

JACOB

Cornell.

AUGUST

(impressed)

You’re a Cornell graduate?

Jacob lies and nods...August wonders whether to trust Jacob.

DIAMOND JOE

Marlena did want a vet to take a

look at Silver Star. They cost.

CECIL

He worked the rubes for me this

afternoon. Pretty good.

CRAZY JOE

He shovelled horse shit. Don’t make

him a horse doctor.

August looks reluctant. Until Jacob caps it: JACOB

I hear Ringling has its own vet.

The other men can’t believe Jacob spoke up like this. But it amuses August, who faces him and smiles; AUGUST

All right, Cornell. Come with me.

August leads Jacob out.

EXT. PLATFORM - TRAIN EN ROUTE - CONTINUOUS - NIGHT

August and Jacob exit onto the platform.

AUGUST

Are you sure-footed, Jacob

Jankowski?

JACOB

I believe so.

26.

AUGUST

Good.

Without missing a beat, August leans forward, catches hold of something around the side of the car and disappears.

JACOB

JESUS CHRIST!

The train jerks a curve. Jacob almost falls.

AUGUST (O.S.)

COME ON THEN!

Jacob looks up to see:

August is on the roof of the train: his face moonlit, his hair blowing wildly in the wind. .. He points downward.

Jacob, none too pleased, advances to the edge of the platform as the train speeds by, and looks where August is pointing; He can see the edge of a thin iron ladder. He wipes his hands on his thighs. Focuses. Then leaps...

Jacob’s right hand meets the ladder. His left grasps wildly until it ensnares the other side. His feet jam into the rungs. Jacob climbs to the roof.

EXT. ROOF OF TRAIN - TRAIN EN ROUTE - CONTINUOUS - NIGHT

August gives Jacob a hand up and they sit cross legged.

POV; THE LENGTH OF THE TRAIN AHEAD OF THEM STRETCHES LIKE A GIANT SNAKE MOVING IN THE NIGHT, BENDING ROUND A CURVE.

AUGUST

It’s a breath taking sight, isn’t

it? Always gets me.

(Then:)

I can’t get a new Liberty Horse mid-

season. So you make sure this horse

performs and the job’s yours. Nine

bucks a week. If you cross me, I’ll

feed you to my meat eaters and

there won’t be a trace left of

you...

Jacob hangs on every word. August smiles; (MORE)

27.

AUGUST (CONT'D)

You do right by me, Jacob

Jankowski...I’ll show you what it’s

like to travel every inch of this

country, every inch of this world,

and be welcomed home in every

street, be loved in every

town...I’ll give you a life most

suckers can’t dream of.

Jacob is mesmerized by August. August stands and tap dances across the roofs. Jacob has no choice but to follow...

The two men dance and leap atop the train from car to car across the moving train...Jacob grows increasingly confident and euphoric following August’s exultant lead.

INT. RING STOCK CAR - TRAIN EN ROUTE - NIGHT

August drops into the Ring Stock Car followed by Jacob. On one side is a line of Marlena’s Black and White Show Horses.

The other side, there is a makeshift door.

August kicks through the door, revealing a small room; INT. KINKO’S ROOM - TRAIN EN ROUTE - CONTINUOUS - NIGHT

This makeshift room is lit by a kerosene lamp on a crate next to a cot, propped up by a wall of trunks.

A DWARF ”KINKO” (WALTER) is reading on his cot. He has red hair. He and August greet each other with polite disgust...

AUGUST

Kinko.

KINKO (WALTER)

August.

AUGUST

This is Jacob. He’s going to bunk

with you a while.

JACOB

How do you do?

KINKO (WALTER)

What is he?

AUGUST

I said his name is Jacob.

28.

KINKO (WALTER)

I asked what, not who.

AUGUST

He’s going to help out in the

menagerie.

KINKO (WALTER)

A menagerie man? Performers don’t

bunk with working men.

There’s a growl from his loyal Russell terrier, QUEENIE.

AUGUST

Well there are performers..

(his hand indicates high

standard)

And then there are performers..

(his hand indicates lower

“Kinko” standard)

Considering we used to keep the

goats in here, I’m sure Marlena’s

horses out there object to now

sharing their quarters with you. Of

course I can always change that and

send you back to a bottom bunk with

the other kinkers who sorely miss

your sunny personality and

affectionate camaraderie.

(Kinko knows this threat)

This gentleman is the show’s new

veterinarian - Ivy League no less -

which puts him a good deal higher

than you in my estimation. Perhaps

you’d like to offer him your cot.

As the kerosene lamp light flickers in August’s face, Kinko knows he has no choice. August smiles and turns to leave.

AUGUST (CONT'D)

I’ll find you in the morning. Sleep

well, Cornell.

August exits....Jacob is left staring at resentful Kinko and Queenie, who snarls at him. Jacob tries to be friendly: JACOB

A Jack Russell. They’re very smart.

KINKO (WALTER)

(calmly)

Queenie attack.

29.

Queenie jumps at Jacob, growling, hunch backed. Jacob is pressed against the wall. Kinko returns to his book.

KINKO (WALTER) (CONT'D)

You’re not getting the cot.

EXT. CIRCUS GROUNDS - LIBERTY, NY - DAWN.

Jacob is washing himself with dirty water out of a bucket beside Camel. Camel starts hitting his leg. He laughs: CAMEL

Ha, this gam of mine keeps falling

asleep on me. Pretty soon the only

place for me is going to be selling

tickets but I’m too ugly for that.

AUGUST (O.S.)

Jacob!

Camel straightens up when August appears, clearly on his guard. He turns his back to continue washing.

AUGUST (CONT'D)

We can do better than this for our

new vet. I’ll arrange for you to

start getting your own water bucket

like the performers and bosses. Two

buckets per person. Come...

August walks away as Jacob hurries to follow...

JACOB

See ya Camel.

CAMEL

(sips his Jake)

Yeah, take care kid.

INT PERFORMER’S TENT - LIBERTY, NY - CONTINUOUS - TWILIGHT

August and Jacob enter a more upscale tent where male performers are washing from personal buckets of water.

AUGUST

You’ll need new clothes too. I’ll

set you up with the Monday Man.

JACOB

Monday Man?

30.

AUGUST

What day of the week did your

mother hang out the wash to dry?

JACOB

(realizing)

He takes other people’s clothes?

AUGUST

It’s the Depression, Cornell. Where

have you been? Oh right - Cornell.

Kinko is bathing with his two buckets when August snatches one of them away.

AUGUST (CONT'D)

Here, use Kinko’s second bucket for

now.(To Kinko)

You barely use up one.

Kinko fumes. Jacob tries to placate.

JACOB

August, it’s all right, I’ll--

AUGUST

(ignores him)

If you need a razor, there are some

back there with my name on them.

August walks away. Jacob follows August away from Kinko.

JACOB

August..

When August stops, Jacob is caught off guard...

AUGUST

(sincere)

It’s good to have an educated man

like you around. I need one other

sane individual in this operation.

JACOB

(complimented)

Thank you for everything, August.

August pats his back and exits. Jacob heads for the bucket.

AUGUST (O.S.)

Ah...Jacob?

31.

JACOB

(stops)

Yes, August?

AUGUST

The horse.

August wants Jacob to follow him to the horse. Jacob thought he was going to bathe.

JACOB

Oh! Yes...The horse.

Jacob follows behind August’s commanding stride.

EXT. RING STOCK CAR - LIBERTY, NY - MORNING

Diamond Joe and GREG, a ring stock man in overalls, are leading the Marlena’s horses out of the ring stock car...

AUGUST

I’m sure it’s nothing serious.

Don’t tell my wife I said this but

she coddles them too much. She has

a particularly strong affection for

Silver Star. I don’t encourage it.

It’s unhealthy to love an animal

that much...Here she is.

Marlena runs up to them, still in her bed clothes/robe.

AUGUST (CONT'D)

Darling, meet Jacob Jankowski,

Benzini Brothers own veterinarian.

JACOB

It’s a pleasure to meet you.

Marlena barely acknowledges Jacob - keeping their previous meeting a secret (for which Jacob is grateful). August puts his arm around her and they kiss.

AUGUST

Last stall. Lead the way, doc.

They enter the ring stock car...

32.

INT. RING STOCK CAR - CONTINUOUS - LIBERTY, NY - MORNING

Jacob, Marlena and August arrive at the stall to see Silver Star is laying down. He is breathing heavily, his rib cage rising and falling. Jacob immediately senses the worst.

AUGUST

Jesus, Marlena, he wasn’t this bad

in the show.

Jacob moves to examine the horse, but he flinches in pain.

Marlena takes over, by sitting besides Silver Star’s head, and stroking his head while singing a soft lullaby.

Jacob registers Marlena’s soothing effect causes Silver Star to relax...his breathing grows calmer. So Jacob begins to examine him as Marlena watches protectively.

Jacob runs his right hand down the leg to the fetlock. He lays his hand on the hoof then place his thumb and forefinger on the back of the fetlock. He looks at the sole of the hoof, which is bulging and dark with a red line around the edge.

Jacob’s expression tells us this is a bad sign.

AUGUST (CONT'D)

Is that the problem?

(Jacob nods)

Do you need any hoof testers?

Diamond Joe has them...

JACOB

Not yet.

AUGUST

Well, how are you going to fix it?

Marlena looks at him coolly, expecting an explanation. Jacob doesn’t want to tell her the truth.

Jacob looks to August and rises, leaving Marlena with the horse. Jacob pulls August away to whisper.

JACOB

I didn’t want to say anything in

front of... Mrs. Rosenbluth...he’s

already foundering.

AUGUST

English.

33.

JACOB

This horse isn’t getting back on

his feet, August. If there was

anything I could do, I would but

we’re going to have to put him

down...I’m real sorry.

Beat. August’s stares at Jacob - or rather, stares through him. A dead stare that lasts just a beat or two too long...And then just as suddenly, the look is gone: AUGUST

I know you are. Come with me.

August exits. Jacob doesn’t know what this means. He follows.

EXT. COOKHOUSE TENT - LIBERTY, NY - TWILIGHT

TWO BUCKETS FILLED WITH PUTRID MEAT. Flies buzzing on top.

Diamond Joe finishes filling the buckets as August grabs one.

AUGUST

Joe, bad report for Silver Star I’m

afraid. Jacob here says there’s no

hope. We’re going to have to put

him down...

Diamond Joe registers a concerned, anxious look to Jacob.

AUGUST (CONT'D)

...So I need you to round up Pete

and Greg, get a wagon and a harness

stretcher. He has to be hauled.

DIAMOND JOE

A harness what?

AUGUST

Jacob and I’ll take care of the

cats. We’ll meet you back at the

stall.

(To Jacob)

Grab the other bucket, will you?

Diamond Joe seems uneasy about this as we follow August and Jacob, who comments on the putrid meat.

JACOB

August, this stuff has gone off. Do

the cats really eat this?

34.

AUGUST

No, they really love goats.

(Jacob looks to him)

We’re all out of goats.

EXT. CAT CAR - MOMENTS LATER - LIBERTY, NY - TWILIGHT

Jacob waits with the buckets outside the car. August is inside unlocking the padlocks, then reappears and jumps out.

AUGUST

Go ahead. They get a bucket each.

Apprehensive, Jacob hops up. August hands him the buckets.

INT. CAT CAR - CONTINUOUS - TWILIGHT

The cat dens have two compartments: to the left is a pair of lions. To the right, a tiger and a panther. All are massive.

As soon as Jacob appears, they lift their heads ominously.

August has unlocked the dens but left the padlock hanging on the cage bars. The animals can smell the buckets now. They growl. Jacob is a bit unhinged:

JACOB

What do I do, just open the door

and toss it in?

AUGUST

Unless you think a formal sit-down

is appropriate.

Jacob approaches the tiger first. The six hundred pound cat rises then roars, his massive head hitting the cage and rattling the lose padlock. Jacob freezes.

AUGUST (CONT'D)

Why don’t you start with Rex...

that’s him on the left.

August is pointing to one of the lions - with a ratty mane and visible rib cage. Smaller than the tiger, Jacob has a bit more nerve. He reaches for a bucket...August suddenly shouts, unnerving Jacob even more:

AUGUST (CONT'D)

WAIT!(Jacob jumps)

Not that one, that one.

35.

He points to a difference bucket. Jacob can see no difference between them, but no matter. He lifts the bucket and approaches the lion’s cage. Rex, the lion, lunges at the den door. Jacob freezes.

AUGUST (CONT'D)

What’s the matter? Didn’t they

cover this in school?

August is having a grand time. Jacob smirks. Rex is rubbing his mangy coat against the cage bars.

Jacob fumbles, removing the padlock and laying it at his feet. He lifts the bucket and waits. When Rex turns away from the cage door, Jacob swings it open. But before he can spill out the contents of the bucket:

Rex turns and chomps his huge jaw down on Jacob’s arm. JACOB

SCREAMS. The bucket drops, spilling the entrails inside which cause Rex to release Jacob’s arm and attack the food.

Jacob slams the cage shut and checks to see if he has an arm.

He does but it is dripping with saliva and as red as if he’d dipped it in boiling water. But no skin is broken.

August is hysterically laughing. Furious, Jacob storms off; JACOB

What the hell is wrong with you?

You think that’s funny?

AUGUST

(laughing)

Yes I do! Aw Jacob wait! Don’t be

sore! I was having a little fun!

JACOB

FUN! I could have lost my arm!

AUGUST

(laughs)

Rex hasn’t got any teeth...

Jacob feels more foolish and walks away, when, just as quickly, August’s tone of voice turns darker: AUGUST (O.S.) (CONT'D)

Jacob..

Jacob stops and turns. August isn’t laughing any more. He has that sniper’s stare of August’s darker side... August moves towards Jacob, almost menacingly, as he speaks; 36.

AUGUST (CONT'D)

..people want their money back when

the Star Act on the poster isn’t in

the ring! A Star Attraction keeps a

circus alive. Without it, animals

eat that and men eat nothing. It

takes time to find and train

another horse so without Silver

Star, I have no Star Act.

JACOB

I don’t know how he’s been

performing August, but you don’t

have a Star Act now. That horse

can’t walk and if he does you’ll

lose him. He’s in a lot of pain.

AUGUST

Like this?

August squeezes Jacob’s sore arm from Rex’s attack. Jacob cries out in pain as August holds his grip yet speaks calmly; AUGUST (CONT'D)

We always have choices, Jacob - a

choice between our pain and someone

else’s. That horse was performing

before you came and he will

continue to perform until he drops

dead. I’m telling you to keep it

alive and that’s what you’ll do or

you’ll be red lit like anyone else

who doesn’t obey the law here.

Every nation has it’s own laws

under God, Jacob. You left America

the second you jumped my train. I

like you. Believe me, I do. I’m

only thinking of your future.

August lets go of his arm and walks away. Jacob is angry.

INT. RING STOCK CAR - CONTINUOUS - TWILIGHT

Angry, Jacob inspects his arm - swollen and red from Rex’s mouth. He hears: O.S. murmuring coming from Silver Star’s stall. He approaches to find Marlena sitting at Silver Star’s head, stroking his nose and humming the lullaby.

Marlena strokes Silver Star as Jacob appears. And Marlena speaks to him for the first time;

37.

MARLENA

Tell me the truth. What’s wrong

with him?

Jacob hesitates before answering, then: JACOB

The connective tissues between the

hoof and the coffin bone are

compromised and the coffin bone

rotates toward the sole of the

hoof. If he keeps walking, it’ll

puncture through...He’s in a lot of

pain.

MARLENA

And if he rests?

JACOB

You’ll lose him anyway. I’m sorry.

Marlena breaths in this bad news and braces herself, tears welling up in her eyes.

MARLENA

Then you have to put him down.

Jacob is impressed by her...and a little surprised.

JACOB

It’s the right thing to do.

MARLENA

But August won’t let you.

JACOB

(Beat. Then:)

If I’m the show’s vet then it’s my

decision, isn’t it?

MARLENA

But August won’t like it.

JACOB

Then it’ll be my last decision.

Marlena is impressed by Jacob. And surprised. She doesn’t quite know what to make of him.

38.

EXT. STOCK CAR - LIBERTY, NY - MOMENTS LATER - TWILIGHT

A determined, pent-up Jacob marches towards Bill and Grady who are taking a break, smoking. Camel is drinking Jake...

CAMEL

Hey kid. What are you doing on the

wrong side of the tracks?

JACOB

I need a gun.

CAMEL

It can’t be that bad...

They laugh but Jacob insists boldly.

JACOB

I need a gun! Or a rifle! Now!

Grady leans inside the open car door and gets him a rifle.

Jacob takes it and marches back. They watch him, curiously.

Jacob passes Blackie on the way and boldly ignores his intimidating stance....Performers and workmen sense a drama brewing and follow Jacob to see what is happening.

INT. RING STOCK CAR - CONTINUOUS - TWILIGHT

Jacob jumps into the Ring Stock car with the rifle as Kinko exits his room with Queenie. Queenie growls.

KINKO

What do you think you’re doing?

JACOB

Shut-up! Both of you!

Jacob continues on to Silver Star and Marlena.

JACOB (CONT'D)

You should go.

MARLENA

No. I’ll keep him calm.

Jacob respects Marlena’s fortitude...Jacob raises the rifle and aims, trembling...Stoic Marlena, tears in her eyes, turns her face away...Jacob pauses, upset...then...shoots.

39.

Jacob’s distraught expression tells us everything as the rifle slides to his side. He looks to Marlena. This is their first moment of intimacy. She rises and takes the rifle from his grip. She sees his arm bruised from the cats. She seems to know what it means. She offers a respectful farewell.

MARLENA (CONT'D)

I’ll be sorry to see you go, Mr.

Jankowski.

She exits O.S. with the rifle.

INT. MENAGERIE TENT - LIBERTY, NY - LATER - EVENING.

The yaks are motionless. Flies buzz around their head and ears. Jacob swats them away...The Polar Bear is on his stomach, breathing heavily. Jacob smooths his coat....Jacob leans down and hoists a bucket of ice, scattering the ice near the polar bear who rolls closer to it.

Jacob sees Rex, lying on his side in his cage, panting with thirst. He brings a bucket of water to Rex’s cage and opens it. Rex gets to his feet but this time Jacob doesn’t flinch.

He isn’t frightened. He gives Rex the bucket of water. Rex drinks as Jacob strokes his mane, which Rex allows...

JACOB

Friends now?

August calmly enters the menagerie with the rifle. He walks to the center and stops, staring at Jacob.

Jacob goes about caring for the animals - moving from one to the next - trying not to be unnerved by August’s presence.

Then August does a surprising thing: He sits in the center of the menagerie, crossed legged, with the rifle beside him.

AUGUST

You’ve got a gift for them. Like

Marlena with horses. It’s God-

given. I can always spot it.

Jacob takes Bobo out of his den. Bobo hugs him tightly. He continues on as he replies;

JACOB

My father used to say that to me.

AUGUST

He must have been a wise man.

40.

This stops Jacob. Beat. He turns to August.

JACOB

How is Marlena?

August tilts his head curiously, with a smile.

AUGUST

You’re a genuine curiosity Jacob

Jankowski. What am I to do with

you? ... I threaten to throw you

off a moving train, feed you to my

lions and you go ahead and shoot my

star horse anyway. So I think -

Jacob’s an educated man. For Jacob

to disobey me and shoot that horse,

that horse must have been in pretty

bad shape. Perhaps bad enough to

injure my Marlena during the show.

And so I think Jacob Jankowski

might be a valuable person to have

around.

JACOB

Tell Diamond Joe the animals need

more water when the humidity’s this

bad if I don’t see him before I go.

AUGUST

You’re not going anywhere. You

belong here. These animals..they’ve

been waiting for you.

Jacob doesn’t know whether to believe him or not. Then: AUGUST (CONT'D)

But don’t ever disobey me like that

again. I’ll give you this one. I’ll

call it “respect”...Next one I call

“betrayal”. Understood?

(Jacob nods)

I do thank you though. You and

Silver Star solved a much bigger

problem for me.

August pulls a pack of Camels from his pocket.

JACOB

What problem?

August lights, inhales, blows smoke then: 41.

AUGUST

The cats. You see, meat eaters are

always more valuable to a circus

than hay burners. And you saw what

we had to feed them.

JACOB

What does Silver Star have to do

with the cats?

AUGUST

We should have just enough food for

them to get us to the next show,

thanks to you. Of course Marlena

won’t speak to me for a day or two

but she’ll come around...So, I was

right. You are a valuable man.

As he walks away, rifle over his arm, Jacob is unnerved; JACOB

August, what did you do? August?

INT. KINKO’S ROOM - EN ROUTE TO GOSHEN - MORNING

Queenie sleeps. Kinko reads comic book porn inside a book of Aristotle’s Poetics. Jacob sits on his bed thinking.

JACOB (V.O.)

I couldn’t stop thinking about

Marlena. I didn’t see her for three

days. Our shows were cancelled and

we kept moving because, word was,

August found a “dead one”...

The train wheels screech as it begins to stop. Jacob rises and looks out of open train car doors..

EXT. FOX BROS CIRCUS GROUNDS - GOSHEN, NY - MORNING

The train is pulling into the site of a “ghost town”

abandoned circus; a dilapidated Big Top, broken wagons and tents, desolate performers walking about idly or sitting in the shade.

INT/EXT. RING STOCK CAR - GOSHEN, NY - MORNING

As the train pulls into Goshen, performers stick their heads out the window to see....Jacob sits in the open stock car with Kinko and Queenie:

42.

JACOB

Why are we stopping?

KINKO

August loves his sideshow freaks.

There’s a guy with this outfit who

has a parasitic twin growing out of

his chest. He dresses it in a tiny

tuxedo and black patent leather

shoes. No talent but a real money-

maker with the rubes. Calls himself

the Man and a Half. Goddamn

August’ll pay him double what he

pays me just for the irony.

JACOB

What happened to this circus?

KINKO

Went belly up. Pretty common

nowadays. Circus bosses see the end

coming and they’d pull a runner

with all the money. Menagerie

belongs to the town now. August can

get anything he wants for a song.

Jacob and Kinko watch August striding through the grounds as desperate performers hopeful for work rush up to him.

KINKO (CONT'D)

Most of them will never belong to

another show. And they know it.

August is helped by Earl, who pushes the performers aside so August can head straight for the Goshen TOWN OFFICIALS, standing beside an Oldsmobile. They exchange greetings.

EXT. FOX BROS CIRCUS GROUNDS - GOSHEN, NY - LATE MORNING

Crazy Joe is organizing the Flying Squadron to take whatever parts of the Fox Circus remains that they can use.

Jacob is checking baggage stock horses when he sees: Marlena sitting alone outside her stateroom. He walks to her.

Just as he reaches her, Marlena turns to him, looking as if she hadn’t slept in days. Before they can speak, they hear: EARL

MARLENA! JACOB! AUGUST WANTS YOU!

43.

EXT. FOX BROS CIRCUS GROUNDS - GOSHEN NY - NIGHT

A CHAMPAGNE BOTTLE IS POPPED OPEN...

A deliriously happy August is walking and holding the champagne, pouring glasses held by Earl who then hands one each to Marlena, Jacob, Diamond Joe and Crazy Joe as they all walk towards the Fox Bros. Menagerie Tent.

AUGUST

We have a new star!

DIAMOND JOE

The Man and a Half?

AUGUST

Nah, lousy Ringling got here first.

But we got better! A bull!

JACOB

A bull?

AUGUST

A bull elephant! Her name is Rosie,

she’s fifty-three and she’s

brilliant. The best bull they had.

I’m going to come up with a whole

new Star Act around her and

Marlena..

(To Marlena)

You can ride her in the Spec from

now on, since we have no Liberty

Horse.

August smiles at Marlena who looks back contemptuously, upset about Silver Star. August ignores her. Jacob notices the exchange between them.

AUGUST (CONT'D)

(Pours himself a glass.)

...Our own bull! Ringling can’t

hold that over us now. I’m

renovating an entire car just for

her.

CRAZY JOE

Just for the elephant! But the

bunkers are at capacity! I’ve got

roustabouts three to a bunk.

August tosses off this concern.

44.

AUGUST

We’ll find places for everyone. And

when our new star sells tickets,

we’ll buy another car! We’re a show

to be reckoned with now!

(Toasts)

...TO THE BENZINI BROTHERS MOST

SPECTACULAR SHOW ON EARTH!

INT. FOX BROS. MENAGERIE TENT - GOSHEN NY - NIGHT

CAMERA POV: Dozens of Benzini Brothers work men are dismantling and taking what they need...As our characters walk through, this crowd of working men in constant motion part the way to reveal:

ROSIE THE ELEPHANT: She is gargantuan. Ten feet tall at the shoulder. Her skin is mottled and cracked from the tip of her trunk down to her feet. Only her ears are smooth. She has deeply set, amber eyes with extremely long lashes. She stands tall behind a rope, chained to a stake in the ground.

Jacob, Marlena, August, Diamond Joe and Greg observe her.

JACOB

She has such long eye lashes.

DIAMOND JOE

She’s a hundred if she’s a day.

We’re lucky if she can move.

AUGUST

Darling, what do you think? She’s

magnificent, isn’t she?

Marlena keeps her rage silent, but it is all the more potent.

August decides to ignore it. Jacob keeps his eyes on Rosie but feels the tension between them.

ROSIE’S CARETAKER approaches: filthy shirt behind suspenders.

ROSIE’S CARETAKER

You the bull man?

AUGUST

No. (Refers to Diamond Joe)

This is my menagerie man.

45.

ROSIE’S CARETAKER

Where’s your bull man? Ya got no

bull man, I gotta tell the township

or else they can’t sell her to ya.

August grabs Jacob’s arm and shoves him forward; AUGUST

Here he is. He’s my bull man..

Rosie’s Caretaker looks at the surprised Jacob, then: ROSIE’S CARETAKER

All right. See this animal...this

here’s the stupidest Goddamn animal

on the face of God’s good

earth....Here’s your bull hook.

You’re gonna need it.

He tosses A BULL HOOK - a wooden rod about three feet long with a four inch metal pick coming off the end - to Jacob.

AUGUST

I don’t believe it. The mayor said

she was the best bull you had.

ROSIE’S CARETAKER

If she was the best bull, why is

she the only one left? You think

you’re the first show to turn up

picking on the bones?

August is annoyed. As the Caretaker gathers his things: ROSIE’S CARETAKER (CONT'D)

Some elephant tramp who dropped

dead in Genesee sold her for a song

which still ain’t no bargain cause

she ain’t done a damn thing since

but eat everything in sight.

(Starts to walk away)

Well, good luck to ya. And if I

don’t ever see another dumb bull in

my life it’ll be too soon.

(Spits)

Rosie pulls her trunk from the trough. She lifts, aims, and blasts the Caretaker with such a force, his hat sails off his head in a stream of water.

Jacob, August, Diamond Joe and Greg bite their lips from laughing. Marlena just stares into Rosie’s eyes.

46.

The Caretaker stops, his hair and clothes dripping. He doesn’t turn, just stands still for a moment - then moves on.

August’s enthusiasm is slightly dampened.

AUGUST

Joe, you and Greg come with me. We

have to find a car to renovate.

(To Jacob)

See what you can do with her.

They exit. Jacob and Marlena are left alone with Rosie as Flying Squadron men continue to work in the tent. There is an awkward pause between them...then:

JACOB

Mrs. Rosenbluth, I hope I’m not

speaking out of turn here but - but

I had no idea they were going to do

that to Silver Star.

MARLENA

I know....Thank you.

This relaxes Jacob, but he senses she is still sad.

MARLENA (CONT'D)

And please, call me Marlena. I’m

not a snob like everybody thinks.

Jacob smiles. He faces Rosie and tries to cheer Marlena up.

JACOB

Hello Rosie, I’m Jacob Jankowski.

This is Mrs. Marlena Rosenbluth.

Can you say Mrs. Marlena

Rosenbluth?

Marlena smiles as she watches Jacob stroke Rosie’s hide.

JACOB (CONT'D)

You’re a beauty, huh. Skin’s a

little dry, you oughta take care of

that. First thing you notice about

a woman’s age is her skin.

Rosie lifts her trunk and begins to explore Jacob’s body.

Marlena giggles. Jacob plays it up to make her laugh.

JACOB (CONT'D)

Are you flirting with me young

lady? I usually like to make the

first move...

(MORE)

47.

JACOB (CONT'D)

(Her trunk taps his head)

I like to get to know a girl

first...take her out. Meet her

folks...

(Her trunk goes lower)

Of course, aggressive women can be

a nice change...

(She tickles him)

Jacob and Marlena laugh, her mood lightened because of Jacob.

MARLENA

I think you two are engaged.

They laugh. Jacob is thrilled to have this effect on Marlena.

A HARMONICA PLAYS A TUNE in the distance. They turn towards the sound and see that the two of them are alone in the tent.

All the workmen have left.

Jacob and Marlena turn back to Rosie who stands between them.

There is a awkward, lovely moment of intimacy between the three as Marlena strokes Rosie’s trunk. Her hand and Jacob’s come very close to overlapping. When their eyes meet, one of them quickly averts their glance... There is clearly a growing attraction between them. But it’s uncomfortable.

MARLENA (CONT'D)

I think Rosie likes music. That

harmonica song is lovely.

JACOB

I’m confessin that I love you.

Marlena stops, her face flushed by Jacob’s “confession”.

MARLENA

What?

JACOB

The name of the song. “I’m

Confessin’ That I Love You.”

MARLENA

(overlaps, realizing)

--”Confessin’ that I love you.”

Beat. Jacob tries not to laugh. They return to stroking Rosie, trying not to look at each other.

JACOB

MARLENA

Louis Armstrong.

Right.

48.

INT. KINKO’S ROOM - GOSHEN, NY - LATE AFTERNOON.

Jacob enters. Kinko is on his bed reading his “Aristotle” but quickly shuts the book. Queenie growls at Jacob.

KINKO

Queenie stop.

Queenie stops. Kinko returns to his book. Jacob sees a NEW

BED ROLL AND PILLOW, upon which sits a LETTER. He reads it:

“MR. & MRS. AUGUST ROSENBLUTH REQUEST THE PLEASURE OF YOUR

COMPANY IN STATEROOM 3, CAR 48, FOR COCKTAILS AND SUPPER.

Jacob looks up to find Kinko staring at him.

JACOB

What is it?

KINKO

It’s trouble, that’s what. Not that

I give a damn, but you’re playing

with dynamite with those two and

you’re gonna blow all of us up.

August is the meanest sonofabitch

I’ve ever met.

JACOB

I admit he has his moments of

insanity but he’s really a very

generous, charming guy.

KINKO

You don’t get it, do you? When

August feeds your arm to a lion -

that’s the real August. The one

who’s generous and charming -

that’s the insane August.

They hear a fight outside the car. They move to investigate: INT/EXT. RING STOCK CAR - CONTINUOUS - LATE AFTERNOON.

Jacob and Kinko look out of the open ring stock car to see: August is standing before A MAN who is being held by Blackie’s Men and punched by Blackie himself. The Man is bleeding and bruised. Various other performers and working men also watch the brutality;

49.

KINKO

Six men got red lit last night.

Cancelling shows and that damn

elephant cost August. He needed to

clean house to save on payroll...

It’s a lousy day when an animal

gets paid and men don’t.

JACOB

Why are they beating him?

KINKO

He hid one of the men who was

supposed to be tossed. Word was the

train was over a trestle instead of

land. Nobody comes back from that.

They hear:

AUGUST

Get rid of him. He comes back on my

property, you can shoot him.

August walks away, with Earl and his men in tow. Blackie and his men drag the beaten Man away. As they turn, Jacob recognizes the Man;

It is WADE who worked Jacob on his first day.

INT. MARLENA AND AUGUST STATEROOM - GOSHEN, NY - NIGHT

August, wearing a tuxedo, opens the door on the platform.

AUGUST

JACOB! Come in, come in!

Jacob enters their Stateroom which takes up half the car, with an additional room, cordoned off by a velvet curtain.

The main room is paneled in walnut and outfitted with damask furniture, a dinette and a Pullman kitchen.

AUGUST (CONT'D)

Darling, our guest has arrived.

Jacob’s eyes go wide upon seeing Marlena who appears looking radiant in a rose silk, off the shoulder evening dress.

MARLENA

I’m so glad you could come. Would

you like a beer? Or champagne?

50.

JACOB

I’m not dressed for champagne.

AUGUST

We can fix that, can’t we darling?

August winks at Marlena who giggles at their secret as August ushers Jacob to the velvet curtain...

AUGUST (CONT'D)

We’re celebrating our new star,

Rosie. My plan is to have the act

ready for the Manhattan/Jersey show

so she can start selling tickets.

(Beat)

Unfortunately we had to let some

men go last night...

Jacob listens to how August will explain this: AUGUST (CONT'D)

...I don’t like doing it, not one

bit. But to keep hard working men

working, I had to get rid of lay-

abouts and thieves who are dead

weight. If I had the funds to pay

them all I would, but times being

as they are...I regret it though.

Jacob believes him. August turns to him, with cheer: AUGUST (CONT'D)

So tomorrow, my faithful bull man,

we begin! But tonight - we dine!!

Tonight, we all deserve champagne!

August whisks the velvet curtain aside: AUGUST (CONT'D)

Ta-dah!

A tuxedo for Jacob, who smiles, impressed.

MONTAGE: A PERIOD SONG COVERS THE IMAGES TAKING US OVER THE

COURSE OF THE EVENING ALONG WITH JACOB’S NARRATION:

- Three white-gloved waiters remove the domes off of silver platters revealing oyster bisque, prime rib, boiled potatoes, asparagus in cream.

- Marlena’s dress barely covers her shoulders, exposing her porcelain skin and the curves of her breasts. Jacob can barely keep his eyes off of her during dinner...

51.

- Jacob is wiping his plate clean as August proudly offers more. Marlena laughs at Jacob’s embarrassment when he realizes his plate is clean...

- Wine is poured over and over...as the evening continues.

- August is at the center of conversation entertaining Marlena and Jacob. They are drunk from the wine!

AUGUST (CONT'D)

Jacob, I want to apologize to you,

in front of my darling Marlena so

she can witness how truly sorry I

am for any bit of nastiness between

us...Running this show, the many

pressures...It can get the best of

me sometimes I’m afraid.

MARLENA

People don’t realize how much

August does holding everything

together. How difficult it is in

these times. The whole company is

like a family to him.

AUGUST

Thank you my love.

He kisses her hand then turns to Jacob; AUGUST (CONT’D)

From now on I shall trust your

judgement in all things

veterinarian. Please say you accept

my apology.

Jacob is enamoured with August again, especially seeing Marlena smiling in agreement.

JACOB

Of course I do, August. You’ve been

nothing but swell to me.

AUGUST

Good man!

(Sincere)

I could truly use a friend I can

trust.

Jacob once again beams at the compliment as August pours more wine. But Jacob feels a twinge of guilt. He stands to make a dramatic statement. August and Marlena look up to him.

52.

JACOB

I have to tell you something. You

may not trust me after you hear it.

August and Marlena pause - giving Jacob their attention.

JACOB (CONT'D)

I never took my final exams at

Cornell. I’m not a real vet.

Beat. Then August and Marlena burst into laughter at the dire earnestness with which Jacob made his statement.

JACOB (CONT'D)

But it’s true. I never got my

degree. I’m not a licensed vet.

They laugh even harder.

AUGUST

BAH! A worthless piece of paper

from the ivy bush league! Of course

you’re a vet. You have the gift.

You’re idealism is just so...sweet.

When are you going to learn that

the rules written of, by and for

these united states of suckers do

not apply to us.

JACOB

Not about this, August.

AUGUST

All right, let me ask you - do you

honestly think this is the most

spectacular show on earth?

JACOB

(Beat. Then laughs)

No.

AUGUST

No. It’s nowhere near. Lucinda, our

Fat Lady, isn’t 800 pounds. Four at

the tops. And you really think the

Tattooed Man got tattooed by

headhunters in Borneo? He’s from

Pittsburgh. Took him nine years to

ink himself. And you know what I

did when the hippo died? Swapped

out her water for formaldehyde and

kept showing her. For two weeks, we

travelled with a pickled hippo..

(MORE)

53.

AUGUST (CONT'D)

(Jacob & Marlena laugh)

..The world is run on tricks - in

here and out there. So trust me,

it’s having a talent that counts.

In this world, it’s all that’s

real. Look at this country, these

dead, God awful towns we play.

Talent and illusion bringing life

to what is dead...Even for just a

matinee. How wonderful is that?

Jacob believes he’s right. Marlena smiles in agreement.

August rises to toast. Jacob and Marlena follow.

AUGUST (CONT'D)

To talent and illusion!

JACOB

To Rosie!

MARLENA

And Silver Star.

August takes a beat and smiles warmly at Marlena...

AUGUST

To all we love.

He leans over and kisses Marlena longer than appropriate in front of a guest. Jacob downs his wine, closing his eyes.

Suddenly, August grabs Jacob and Marlena and pulls them up to dance, throwing his arm around them both as we hear: Louis Armstrong’s DREAM A LITTLE DREAM OF ME.

August starts singing along, imitating Satchmo’s voice, encouraging Jacob to join in...August is a great performer, filling up the space with his impersonation. Jacob can only laugh along.

AUGUST (CONT'D)

Come on Jacob! It’s customary to

sing for your supper!

Jacob joins in to perform with August. Marlena applauds them.

August breaks away to dance with Marlena as Jacob sings. They begin to slow dance, very intimately.

Jacob gives up singing and plops himself on an upholstered chair, drinking more champagne. Jacob watches them dance: 54.

JACOB (V.O.)

He looked like a different man when

he looked at her. I said to myself,

maybe love does that to a man. I

didn’t know much about it.

Suddenly, August kisses Marlena - a bit too aggressively.

MARLENA

Darling. Darling, please..

(giggles)

Gently. We have a guest.

August stares at her. His expression darkens - locking his eyes on Marlena and tilting his head as if he is examining her. Marlena smiles and strokes his face. August doesn’t respond. He remains intense...

MARLENA (CONT'D)

Darling, what is it?

August takes her face by the chin and tilts it with complete control, as if searching for proof of something he can’t trust. His grip tightens, hurting her.

Alerted, Jacob sits up, prepared to intervene...But Marlena shows no sign of fear. She knows exactly what to do.

MARLENA (CONT'D)

August, dear...

She manages to moves his hand to her mouth and kisses it.

MARLENA (CONT'D)

You don’t know your own strength,

my love.

And then, just as quickly, August’s expression softens, relaxes, almost into sadness...as if he’s about to cry.... Marlena senses it immediately. She whispers lovingly.

MARLENA (CONT'D)

Auggie?

August stops and eyes the bed beyond them. He leaves Marlena and throws himself face first on the bed.

MARLENA (CONT'D)

Excuse me, Jacob.

Jacob watches as Marlena attends to August, lifting his legs onto the bed, taking off his shoes. August begins snoring.

55.

Marlena smooths the hair out of his face then closes the curtains and returns to Jacob in the main room.

JACOB

Is everything all right?

Marlena puts a finger to lip and keeps it there, as she returns to her Victrola and selects another record. She cranks it on and plays it low. A RUTH ETTING SONG.

MARLENA

Oh yes. He’s just had too much to

drink, that’s all. I hope you had a

good time tonight. I wanted so much

to make things up to you.

JACOB

Tonight was your idea?

MARLENA

Oh Auggie wanted it too, he felt

horrible about what happened. He

really does like you Jacob. But

it’s hard for him. He’s under a lot

of pressure. He does more than

people realize holding things

together.

JACOB

You said that.

MARLENA

Well it’s true...

(Opens her arms to him.)

One dance before you go?

Jacob cautiously approaches. Marlena takes his hands but when Jacob presses closely against her and places his hand against her bare back, he almost swoons. They slow dance. Both tipsy.

MARLENA (CONT'D)

Jankowski is Polish isn’t it?

JACOB

(nods)

Is that all right?

MARLENA

(laughs)

Yes, of course, sorry...I just

think it’s interesting. I don’t

know what I am, besides August’s

wife....I grew up in foster homes

since I was a baby.

(MORE)

56.

MARLENA (CONT'D)

Kentucky, Oklahoma, Kansas,

Texas...I must have covered a dozen

states by the time I was 17. I’d

make up stories about who my

parents were....

(laughs)

When I was five, I pretended for a

whole year my mother was an

Appaloosa mare...

They both laugh.

MARLENA (CONT'D)

I did! ... and I pretended that I

was really an Appaloosa filly...and

that I was just dreaming I was a

girl and one day, I’d wake up...and

I’d run home.

(Laughs)

Anyway, I was a lot safer inside

those stables than I ever was

inside those homes...

Marlena stops, not wanting to continue. Jacob finds a new route for her conversation.

JACOB

What happened at 17?

MARLENA

There was a parade for the circus.

At the head, there were six black

Fresians, 17 hands high wearing red

tassles. So proud! So beautiful.

And August was leading them. The

second he looked at me, the way he

looked at me, I knew I’d never live

with strangers again. And the way

he talked. Told me “I’d find a home

in every city..welcomed in every

town...and he’d give me--

JACOB/MARLENA

-- a life most suckers can’t dream

of”!

MARLENA

(laughs)

Ha, you too, huh?

(Jacob nods)

It’s a wonderful lie, isn’t it?

(Jacob nods)

(MORE)

57.

MARLENA (CONT'D)

But he said he’d make me a Star

Attraction and he did. I’m pretty

lucky he found me.

Jacob, lost in her eyes and her voice, blurts out: JACOB

He was pretty lucky to find you.

Marlena is surprised by the compliment...and endeared.

MARLENA

You’re sweet to say so.

Beat. Feeling exposed, Jacob searches to change the subject: JACOB

Pretty song.

MARLENA

Don’t tell him what happened...

Jacob takes this as an intimate moment between them.

JACOB

Oh no Marlena, I won’t ever tell.

Marlena smiles, laughs, using Jacob’s joke back on him; MARLENA

That’s the name of the song. “Don’t

Tell Him What Happened To Me”. Ruth

Etting. She’s one of my favorites.

Jacob’s head starts spinning. Marlena takes care of him; MARLENA (CONT'D)

Are you much of a wine drinker?

JACOB

I have no idea.

MARLENA

Maybe you should go to bed.

JACOB

(nods)

Where’s that?

Marlena laughs. Jacob’s bow tie is undone - she ties it; 58.

MARLENA

Here, let me...We can’t let you go

out there all untied. A circus is a

small town. What will people say?

As Marlena ties his tie, Jacob’s eyes simply rest on Marlena’s face - sinking deeper in love. When Marlena finishes, she looks up to Jacob...She can tell Jacob is enamoured. She smiles warmly, touching his cheek...

MARLENA (CONT'D)

Sweet, sweet Jacob....

JACOB

(Sensitive issue)

I’m not that sweet.

MARLENA

(Lowers her hand)

Good night.

Marlena turns and disappears behind the velvet curtain. Jacob stands still for a moment, then exits.

EXT. RING STOCK CAR - CONTINUOUS - GOSHEN, NY - NIGHT

A drunk Jacob sees the ring stock car door open, filled with people’s legs hanging out and loud voices from within.

INT. RING STOCK CAR - CONTINUOUS - GOSHEN, NY - NIGHT

Jacob hops up into the car. Kinko is giving a party, with a bottle in his hand and drunken hospitality on his face.

Thirty performers cram the area usually occupied by Marlena’s horses, including BARBARA and another Coochie girl, NELL.

Kinko and Queenie are performing tricks. Jacob watches. He admires the talent and humor of Kinko and Queenie’s act . At the end, the girls laugh and applaud. Jacob joins in: JACOB

BRAVA QUEENIE! BRAVA!

But the sound of Jacob’s voice immediately makes Queenie stop and growl at him. Jacob stops .

Kinko, Barbara and the Coochie girls stop laughing and stare the drunken young man, with his shirt out of his pants. He is ripe for the picking! They get an idea!

59.

KINKO

JACOB MY FRIEND!! Folks, this is my

friend and roommate Jacob. I’d like

you all to make him feel at home!

Kinko starts laughing uncontrollably and before Jacob can protest or escape, Barbara and Nell approach him, moving in for the kill. Blurry-eyed, Jacob staggers back but the others refuse to let him leave. In fact, he is picked up bodily, raised above their heads and transported to Silver Star’s empty stall as Barbara and Nell disrobe him.

IN BLACK OUT.... WE HEAR A SCRAPING NOISE THEN SEE A SLIVER OF

LIGHT AS A LID IS OPENED.

INT. TRAIN CAR/CLOWN ALLEY CAR - EN ROUTE - MORNING

Kinko opens the lid of a trunk, speaking to someone inside; JACOB (O.S.)

Where am I?

Kinko moves about a car filled with racks of costumes, props and an open trunk containing the hidden Jacob.

KINKO

Where are you right now or where

are you in an Aristotelean context

because right now you’re in a

trunk.

Inside the trunk, O.S. Jacob lifts his arm to Camera and discovers he is dressed in a red silk dressing gown...

JACOB (O.S.)

Where are my clothes? I’m not

wearing anything underneath this---

(Then:)

OH MY GOD...SOMEBODY SHAVED MY...

KINKO

Huh-huh.

As Jacob struggles out of the trunk, we only see his arms.

JACOB (O.S.)

What the hell did I do last night?

KINKO

You threw up on Barbara...And maybe

Nell.

60.

JACOB (V.O.)

I feel sick.

KINKO

You look a little pale.

Kinko holds the mirror to Jacob. We see for the first time: JACOB’S FACE HAS BEEN PAINTED AS A CLOWN.

INT. TRAIN CARS - CONTINUOUS - MORNING

Jacob races through each car - past musicians, clowns and the Coochie Girls - clutching his robe, rubbing the make-up off.

Along the way, the circus company taunt and tease him with sexy hoots and hollers. Kinko follows him, delighted.

INT. KINKO’S ROOM - TUXEDO PARK, NY - MORNING

Having cleaned up, Jacob is dressing in his own clothes.

Kinko sits on his cot “reading Shakespeare” with a melancholy Queenie at his side. When Jacob scratches his shaven balls...

KINKO

Your balls itchy?

JACOB

YES THANK YOU!

Pissed off, Jacob continues to dress.

KINKO

It’ll grow back. Aw come on, you

still store about last night? Now I

figure we’re even. In fact, I

probably owe you one. Feel free to

borrow a book.

JACOB

Let’s just drop it.

Kinko opens a book to read. Jacob notices Queenie’s quiet.

JACOB (CONT'D)

What’s wrong with Queenie?

KINKO

What do you mean “wrong”?

61.

JACOB

I mean she’s not hating me.

Something’s wrong.

KINKO

(Concerned, pets her)

Yeah, she’s been like this all day.

I don’t know...she must have eaten

something. She did her business and

it was kind of...watery.

JACOB

Her stool? Did you look at it for

parasites?

KINKO

(Shakes head)

I don’t like looking at my own.

JACOB

Get some honey from the cookhouse.

And if you can find any slippery

elm powder. But the honey should do

it. If not, we’ll check her for

parasites.

Jacob starts to exit. As Kinko reads his book; KINKO

Jacob?

(Jacob stops)

Thanks.

JACOB

Sure Kinko.

He moves to exit again. Kinko never looks up from book; KINKO

Jacob?

JACOB

Yeah.

KINKO

My real name’s Walter.

They never look at each other but a friendship is formed.

Jacob exits.

62.

EXT. RING STOCK CAR - CIRCUS GROUNDS - MORNING

When Jacob hops out, he sees performers and roustabouts all gathered by a performer train car, huddling and discussing.

He crosses to investigate, meeting up with August Diamond Joe and Mr. Erwin....

AUGUST

We got big trouble. Lucinda died.

Now we’ve got no center ring star

act and no sideshow star...

JACOB

How did she die?

MR. ERWIN

I don’t know where we’re gonna find

a fat lady this late in the season.

AUGUST

I don’t care where you find one,

but find one.

(To Diamond Joe)

Better get some kind of rig set up

to lift her out of the car. How did

you carry Silver Star out?

DIAMOND JOE

In pieces.

AUGUST

Oh yes...

(considers for a second)

Mmmm....

JACOB

August!

AUGUST

No, no, of course, don’t be silly!

Right. Well, figure something else

out Joe but get it down for the

performance. Put her in the hippo

tank for now.

(To Jacob)

You better start on that elephant.

We need her performing yesterday.

63.

EXT. ROSIE’S TRAIN CAR - MORNING

Out of the darkness of her car, the enormous elephant emerges, being led down a ramp by Jacob.

EXT. TRAINING RING - TUXEDO PARK, NY - LATE MORNING

Jacob - cleaned, dressed and hung over - sits crossed legged in front of Rosie. The two stare at each other. Rosie’s nose searching the ground for something to eat. Jacob, without energy or focus, his head pounding, orders her; JACOB

Rosie...Up.

Rosie just looks at him without moving.

JACOB (CONT'D)

Up. Rosie. Up.

Rosie’s trunk starts to sniff around Jacob.

JACOB (CONT'D)

Rosie....Walk!...STEP!..Rosie STEP!

Rosie’s trunk investigates Jacob’s body, tapping his head.

JACOB (CONT'D)

Rosie please. My hair hurts.

Rosie’s trunk snakes around him.

JACOB (CONT'D)

No...No more Cracker Jack until you

do something....Rosie!....

Rosie curls her trunk around Jacob and slowly topples him sideways, turning him over as he weakly threatens; JACOB (CONT'D)

I’m getting really mad now....I

mean it...Rosie stop...

Rosie gets the Cracker Jack from his back pocket...

AUGUST (V.O.)

You just can’t get enough of

somebody in your pants, can you?

Jacob quickly gets up as August strides towards him; 64.

AUGUST (V.O. (CONT'D)

Heard you had a rough night?

JACOB

Does everybody know what happened?

AUGUST

Yes.

JACOB

Can somebody tell me?

August suppresses a laugh.

AUGUST

I’m opening the midway and the

menagerie this afternoon for some

extra cash before the show tomorrow

night. We’ll see how she does with

the crowd. She got any skills?

JACOB

Finding food? But I don’t really

know how to do this.

AUGUST

Well, first of all, you can’t do

anything with a bull without the

bull hook.

August takes the BULL HOOK from the ground.

AUGUST (CONT'D)

It’s the only way to train them.

Watch.

Jacob steps back.

AUGUST (CONT'D)

UP!..UP!...COME ON UP!

August stabs Rosie behind the shoulder..Jacob winces. Rosie lifts her foot a little.

AUGUST (CONT'D)

HIGHER UP...UP!

August keeps jabbing her with the hook...dotting her flesh with blood. Jacob gets upset.

JACOB

August, there’s got to be another

way.

65.

AUGUST

We don’t have the time! She has to

start earning her keep MOVE! UP!

UP!!

August stabs her other shoulder...harder...continuing to shout. Rosie is getting agitated...pulling away from him but constrained by her chain. Her eyes fearful.

Other performers rehearsing in the area begin to watch as August strikes Rosie harder and harder. She begins to bleed.

Jacob tries to stop August by going for the bull hook...

JACOB

Please, August, let me try again.

But August angrily pulls it away and turns on Jacob: AUGUST

Don’t tell me my business! You

don’t want to watch this, get the

hell out! Making love to it ain’t

going to work. Besides, from what I

hear, you’re not that good at it.

(To Rosie)

GET UP! UP!!!

Jacob watches, upset and furious at August’s treatment.

INT. MENAGERIE TENT - TUXEDO PARK, NY - LATER THAT DAY

Rosie’s flesh is dotted with wounds from August’s bull hook.

Jacob is applying zinc ointment to them.

JACOB

I’m so sorry girl. Just a few more

here. Hold still.

The un-staked canvas flaps behind Rosie wave up with the breeze....Rosie’s trunk rises. She smells something from outside the tent.

When Jacob bends down for more ointment, Rosie tries to turn around but her chain is still staked into the ground. As Jacob straightens up, he sees:

Rosie’s trunk carefully wrap itself around the stake and pull it up out of the ground. ... She then manages to turn herself around, her butt to Jacob. Rosie’s trunk then dives down and up under the canvas flaps.

66.

JACOB (CONT'D)

Rosie?

EXT. MENAGERIE TENT/MIDWAY - TUXEDO PARK - CONTINUOUS - DAY

A VAT OF LEMONADE LEFT ON THE CONCESSION STAND, which is in the process of being dismantled. Work men are carrying items back to the train.

WE SEE: Rosie’s trunk come out from under the canvas, her body hidden, searching for the lemonade.

Jacob peers out to see: Rosie’s trunk dip itself into the vat of lemonade and drink the entire contents.

Jacob is amazed. He looks around: Workmen are some distance away loading the train. No one else sees her.

Rosie finishes then turns back into the menagerie.

INT. MENAGERIE TENT - TUXEDO PARK, NY - CONTINUOUS - DAY.

Rosie’s trunk gathers up the stake and then stakes it back into the ground. Jacob can’t believe his eyes. He laughs.

EXT. TRAIN - EN ROUTE T0 NEW JERSEY - DAY

As the train travels to Weekhawken, New Jersey...Jacob is looking out of open car to NYC skyline across the river.

JACOB (V.O.)

We were on our way to the

Manhattan/ Jersey show and Mr.

Erwin still hadn’t found a fat

lady. Tickets sales were low. So

August, ha,ha...August pulled a hat

trick.

EXT. STREET PARADE - WEEHAWKEN, N.J. - DAY

August is sitting atop Rosie, smiling, waving his top hat, then forlornly placing it against his chest and lowering his head in respect for Lucinda. Manhattan is in the distance.

67.

JACOB (V.O.)

A parade like you never saw, a

funeral and a celebration, saying

goodbye to one star, introducing a

new one...playing those rubes dying

to get a peek like he was rolling a

coin over his finger tips...

Rosie leads a small parade of clowns, including Walter and a perky, healthy Queenie down the main street. Marlena sits atop a Percheron, in full costume. Jacob walks astride.

Lucinda’s Wagon, carrying “the dead Lucinda”, follows.

JACOB (V.O.) (CONT'D)

It wasn’t really Lucinda in there.

It was Barbara in a fat suit and

wig inside the hippo den. We buried

the real Lucinda by the railroad

tracks between towns. Cemeteries

cost too much. We were the only

family she knew.

People line up to cheer and offer their silent respects...and satisfy a ghoulish fascination at the “dead” fat lady.

JACOB (V.O.) (CONT'D)

August sure was right about Rosie.

She pulled the people right in.

Rosie played that crowd like a pro.

The rubes love the exotic Rosie...kids run up to pet her with their parents.

As Rosie passes, we see AN OLD WOMAN standing in front of her green shuttered house waving with delight. We see she has a abundant vegetable garden which Rosie eyes covertly.

EXT. BIG TOP - SPEC LINE UP - WEEHAWKEN, NJ - DAY

WE HEAR: The Band playing from inside the Big Top as the performers and ring stock are lined up for the Grand Spec.

JACOB

But as soon as the Spec started, we

all knew it was too soon for

Rosie’s debut.

Rosie heads the line. Marlena sits atop her, in her sequins and headdress, grabbing onto Rosie’s leather halter.

68.

August stands beside with the bull hook. His face is cold and still. His fingers clutch and release the bull hook.

The SPEC MUSIC begins and everyone makes last minute adjustments...Kinko and Queenie included....August shouts into Rosie’s ear.

AUGUST

MOVE! MOVE!

Rosie hesitates so August strikes her right shoulder with the bull hook. The pain sends Rosie flying through the Big Top flap, causing Marlena to adeptly flatten her back atop Rosie so as not to hit her head on the pole that runs across the Big Top flap.

Others gasp at the near accident. August is already furious.

Jacob senses danger ahead. He follows in, curling the edge of the sidewall so as not to impede the Spec performers.

INT. BIG TOP - WEEHAWKEN, NJ - CONTINUOUS - DAY

Jacob watches as Rosie makes it twenty feet down the hippodrome track then stops.

Without missing a beat, Marlena yanks herself upright, beams a smile and thrusts her hands in the air, her back arched, her toes pointed - as if it were all a part of the act.

The crowd goes wild - clapping, throwing peanuts, whistling.

Rosie only moves in fits and starts, causing the rest of the Spec to pass them by at times. She trots ahead of August and then when August reaches her she stops, making August halt awkwardly. August feels humiliated until: The crowd laughs, thinking it’s the act. They applaud.

August realizes the crowd loves it. So August, the performer, starts to play the infuriated fool to the audience, acting comically angry and frustrated with Rosie..

But when he turns back to Rosie, he is red-faced with real anger, poking under her shoulders with the bull hook.

After three stops and starts, August plunges the bull hook sharply into her shoulder blade.. . and Rosie takes off at a faster speed, curling her trunk in the air. The crowd cheers!

69.

Marlena grasps Rosie’s halter as they fast approach the dangerous pole above the entrance. If Marlena doesn’t bail, she’ll be knocked off by the pole.

Jacob, August, the Spec and the audience watch enthralled as Rosie charges toward the entrance...when suddenly: Marlena lets go of the halter and leans hard to the left.

Just as Rosie bolts out of the Big Top, Marlena grabs hold of the pole above the entrance and is left hanging there as Rosie exits the Big Top...

For a moment, the audience doesn’t know if this is part of the act. Jacob wants to run to help her...

But Marlena quickly decides what to do; She lets go of the pole with her left hand and quickly swings around so she is facing the audience, still hanging from the pole.

Her face lights up and she points to her toes. The Band Leader takes this as a signal and conducts the band into a drum roll. The crowd relaxes and applauds.

Marlena begins swinging, gaining momentum as the band roll mounts. Soon, in one final burst of performance inspiration, she releases herself from the pole, sails through the air tucking her body into a ball, rolling twice, uncurling for one sideways rotation and lands firmly in the sawdust in her feet. She straightens up and thrusts her arms in the air.

The crowd goes wild. The Band plays victory music. Coins are thrown from the bleachers. Even the Spec performers cheer.

August acknowledges the audience’s response by bowing as if it were all his creation.

But after a moment, Jacob can see Marlena is in pain as she turns and subtly limps out of the Big Top. He follows her.

EXT. BIG TOP - WEEHAWKEN NJ - DAY

Jacob rushes to her. Marlena, in pain, collapses in his arms.

MARLENA

Oh Jacob...

August rushes out and is stopped cold by the sight of Marlena in Jacob’s arms. He immediately tenses up.

JACOB

August, she’s hurt.

August takes her in his arms. Barbara appears to help.

70.

AUGUST

I’m here, darling, I’ve got you.

BARBARA

Bring her to my tent, it’s closer.

AUGUST

Jacob, send Joe for ice. You go and

find that Goddamn bull before we’re

run out town. And take the hook!

August is seething, his expression cold, as he carries Marlena O.S. Jacob, concerned, takes the hook and runs O.S.

EXT. OLD WOMAN’S GREEN SHUTTERED HOUSE - WEEHAWKEN - DAY

Rosie is standing in a vegetable garden calmly feeding herself cabbages. The owner is the OLD WOMAN who was delighted by Rosie in the parade. She is now screaming hitting her with a small garden shovel...Jacob runs up.

JACOB

I’m sorry ma’am. I’ll get her.

OLD WOMAN

You better before she gets at my --

AAHHH, MY TOMATOES! YOU MONSTER!!

Rosie has helped herself to tomatoes. Jacob steps in.

JACOB

Rosie, no! Stop!

Rosie pauses for a moment, flapping her ears at Jacob, then shoves a bush of tomatoes in her mouth. Jacob almost laughs.

JACOB (CONT'D)

Bad elephant, that’s not nice. This

kind lady hasn’t invited you.

OLD WOMAN

ARE YOU CRAZY TALKING TO AN

ELEPHANT!? SHOOT IT! BEFORE IT EATS

MY HOUSE! I’M CALLING THE POLICE!

She exits into the house as Rosie wraps her trunk around cabbages, uprooting them, as Jacob tries to battle her trunk.

Greg arrives with a bucket he places in front of Rosie. Her trunk stops fighting Jacob and sniffs inside the bucket.

71.

JACOB

What’s in the bucket?

GREG

Gin and ginger ale. Elephants love

booze. One whiff of this and she’s

not thinking about cabbages no

more.(Bats her trunk away)

... moj malutki paczuszek?

JACOB

Greg, right? Are you Polish?

GREG

Grabowski.

JACOB

Jankowski.

Greg again pushes Rosie’s trunk away from the bucket.

GREG

Last show I worked, one bull faked

a belly ache just to get the

whiskey...Better grab the hook.

JACOB

Are you a bull man? August would

hire you in a minute.

GREG

Don’t want the job. Not for him.

Besides, I’m not bull man. I just

like big beasts.

Jacob gets it and follows Greg who carries the bucket.

GREG (CONT'D)

Is she following?

Jacob turns around to see and sure enough: Rosie is leaving the garden and trotting behind to catch up to the bucket of gin and ginger ale. Jacob’s impressed.

EXT. CIRCUS GROUNDS - WEEHAWKEN, NJ - TWILIGHT

The show is still in progress - we can hear the band playing for the aerialist act in the background.

72.

As Jacob makes his way to Marlena’s stateroom he crosses paths with August, whose face is “dark as thunder”.

JACOB

How’s Marlena?

AUGUST

A little shaky. Sore wrists.

Bruised heel. Doc says she’ll be

fine. Did you catch the bull?

JACOB

She’s in the menagerie.

AUGUST

Good.

August takes the bull hook from Jacob and walks with cold blooded intent towards the menagerie. Jacob panics, realizing what August about to do. Jacob follows to stop him; JACOB

August! Wait! She was good! She

came back on her own! Besides, you

can’t do anything now! The show is

still going on.

AUGUST

(walking)

Good. The band will drown it out.

JACOB

AUGUST, NO!

Jacob touches August’s arm. August turns on Jacob with a murderous expression, shoving him to the ground. Jacob is about to get up to fight but August cautions him with the bull hook to stay down. August smiles slightly. Would he really use that bull hook on Jacob or is he kidding? Jacob stays down. August continues on, entering the menagerie tent.

MARLENA (O.S.)

Jacob!

Jacob sees Marlena running towards him.

EXT. CIRCUS GROUNDS - CONTINUOUS - WEEHAWKEN - TWILIGHT

Jacob and Marlena run across the grounds to the menagerie as workmen are running out of the menagerie tent, hearing August screaming from inside. They enter the menagerie tent to see: 73.

INT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN - TWILIGHT

August is beating Rosie, who cries out with each blow. The animals are panicking from inside their cages - the lions roaring, the monkey’s squealing. Marlena freezes at the entrance as Jacob runs to August.

MARLENA

AUGUST...STOP!!!

August turns to see her. Enraged, he stops Jacob with: AUGUST

Get her out of here! NOW!

Jacob wants to help Rosie but can not disobey August in this moment. He returns to Marlena and ushers her out, as August continues to beat Rosie.

EXT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN - TWILIGHT

Marlena and Jacob step away, hearing Rosie cry out. Marlena can’t bear it. She grabs Jacob’s hand for support. Jacob tentatively holds onto her waist, guiding her away. She leans into him. Jacob loves being this close to her.

The screams of August O.S. pull their attention to see: Earl and his men physically dragging a maniacal August out of the tent, his bull hook and clothes bloodied by his rage. He is kicking and struggling against them like a madman.

Jacob is shocked by August’s behavior. But Marlena has seen it before. She pulls away from Jacob and exits O.S. alone.

INT. MENAGERIE TENT - WEEHAWKEN, NJ - LATER THAT NIGHT

Rosie is lying on her side, her foot still chained to the stake. She is quivering, riddled with bloodied holes.

Jacob is kneeling, applying zinc ointment, not knowing where he can touch that won’t hurt her. He is heart broken.

JACOB

Rosie, what am I going to do with

you?

Rosie’s eyes look up to him, her lashes blinking. Her trunk lifts and wipes at her own eye.

74.

Greg appears with a bucket and several bottles of whiskey. He begins pouring whiskey bottles into a bucket.

GREG

Here this will help. Poor beast. He

really hurt her. Told you about

him.(Curses August in POLISH)

Don’t understand why a man like

that wants to be around animals in

the first place. He shouldn’t have

the right, if you ask me.

Listening to Greg, Jacob gets increasingly angry. He sees the bull hook. He grabs it and marches out of the menagerie.

EXT. CIRCUS GROUNDS - CONTINUOUS - WEEHAWKEN, NJ - NIGHT

Earl’s men are smoking, when one sees Jacob marching angrily towards August’s stateroom, carrying the bull hook. Alerted; EARL’S MAN

Somebody better find Earl.

INT. MARLENA AND AUGUST STATEROOM - CONTINUOUS - NIGHT

Jacob reaches the platform to find the door ajar. He moves through it. The stateroom is in a shambles. An open suitcase of women’s clothes lies strewn across the floor.

AUGUST (O.S.)

Marlena...!

August appears from behind the curtain ; he looks uncharacteristically distraught...teary eyed and unkempt.

AUGUST (CONT'D)

Do you know where Marlena is? Did

she send you?

JACOB

No....What happened?

AUGUST

She won’t speak to me...

He can’t finish. He sits, burying his head in his hands.

AUGUST (CONT'D)

...She won’t let me apologize...

She won’t forgive me.

75.

Jacob is astounded by August’s sad, pitiable state.

AUGUST (CONT'D)

I don’t know what happens to me,

Jacob. When I saw that bull running

wild with Marlena, I...I lost my

mind. But it’s because I love her.

Why can’t she understand that?

(Jacob stands coldly)

Isn’t there anyone who understands?

(Jacob remains silent)

Ah, it’s all my fault, I know it

is. I’ve spent too much money on

that bull. I can’t pay the workmen.

Our debts are piling. We’re losing

attendance at every show. I have no

Star Attraction. I don’t know

what’s going to happen to us if

Rosie doesn’t sell tickets.

(Confesses)

If I lose this circus, I’ll lose

Marlena - I know it.

Jacob softens, seeing August in this helpless, humble light.

JACOB

I’m sure that’s not true.

AUGUST

Maybe you can talk to her. She’s

tired of my apologies but, this

pressure I’m under...Of course,

that’s no excuse for what I did...

(Rubs the images away)

...I can’t believe what I did. Is

she all right? The bull. Rosie.

JACOB

She’ll be OK.

AUGUST

Would you tell Marlena? And tell

her...tell her I’ll do anything.

Anything she wants.

JACOB

August, I can’t...

(then)

I’m sure she’ll forgive you...She

loves you...Anyone can see that.

August wants to believe him. He seems more hopeful.

76.

AUGUST

Thank you. My friend.

Jacob nods, confused, his anger diffused. As he exits; AUGUST (CONT'D)

Jacob?

Jacob stops and turns back as August asks: AUGUST (CONT'D)

What were you planning to do with

that bull hook?

Jacob realizes he’s holding the bull hook. August smiles.

AUGUST (CONT'D)

Ha. You look like me.

Jacob looks in the mirror and indeed - with Rosie’s blood on his open shirt, bull hook in hand - he looks like a violent man.

AUGUST (CONT'D)

Maybe there is someone who

understands me.

August smiles. But Jacob is unnerved by the smile...and the comparison. Suddenly, Earl enters and looks around, on alert; EARL

What’s going on?

AUGUST

Everything’s fine, Earl.

August nods to Jacob, who pushes past Earl to exit.

EXT. TRAIN - CONTINUOUS - WEEHAWKEN, NJ - NIGHT

Jacob jumps down off the platform. Confused and disgusted, he takes the bull hook, wedges it under the train and breaks it in half.

INT. MENAGERIE TENT - WEEHAWKEN, NJ - MOMENTS LATER - NIGHT

Jacob enters to find Greg still treating Rosie.

JACOB

How’s she doing?

77.

GREG

Oh she’s a strong one, this one.

(To Rosie)

Jestes dobra dziewczynka

Jacob watches as Rosie lifts her foot and Greg rubs ointment.

Jacob sees the many empty whiskey bottles.

JACOB

Is she drunk?

GREG

(laughs)

She’s four tons..she’ll just sleep

good.(Screwing ointment top)

Potoz noge.

Jacob watches as Rosie puts her foot back on the ground.

GREG (CONT'D)

Masz, moja piekna

Jacob watches as Greg digs in his pocket and pulls out a mint, brushing off the lint. Rosie’s trunk investigates, then nimbly plucks it out of his hand and into her mouth.

SUDDENLY, JACOB HAS AN EPIPHANY.

JACOB

Oh my God...

EXT. MIDWAY - WEEHAWKEN, NJ - LATER THAT NIGHT

An excited Jacob is leading August to the menagerie tent.

INT. MENAGERIE TENT - CONTINUOUS - NIGHT

Jacob leads August to Rosie. A curious Greg stops tending to Rosie. Jacob hands August a slip of paper with Polish words.

JACOB

Just read those out loud. To Rosie.

August reads the words in Polish with Jacob’s help...

AUGUST

Rosie... da--da---

JACOB

Daj.

78.

AUGUST

Daj...daj..no-ge.

Rosie does nothing. August looks to Jacob. Jacob is worried.

Greg suggests, in a low whisper;

GREG

Might help if he said please.

JACOB

Say...Prosze Rosie daj noge.

AUGUST

Pros--Prozze Rosie...daj noge.

Rosie lifts her foot. August’s eyes gleam.

JACOB

Go on.

AUGUST

(Reads and recites)

Rosie... potoz noge.

Rosie puts her foot down. August starts to understand.

AUGUST (CONT'D)

(Reads and recites)

Do tylu, Rosie! Do tylu!

Rosie sighs, shifts her weight, then takes a couple of steps backward. August is amazed. Jacob is thrilled.

JACOB (V.O.)

That Fox Bros bull man didn’t tell

us was the elephant tramp who sold

Rosie to them was Polish...

August grabs Jacob and kisses him on the mouth.

AUGUST

We’ve got a new star!

Greg remains cautious.

PRE-LAP : LIVE JAZZ BAND MUSIC.

INT. NEW YORK CITY SPEAKEASY - LATER THAT NIGHT

The live band plays on a raised platform. The dance floor is jammed with couples.

79.

Tables and U-shaped booths surround the dance floor. Tuxedoed bartenders serve from a wooden bar lined with hundreds of bottles in front of a smoky mirror.

August, Jacob and Marlena sit in a booth. They are drunk on their third bottle of champagne. Marlena is wearing a beautiful, low cut beaded red gown. Jacob can barely keep his eyes off of her.

Marlena is particularly drunk - we’ve never seen her this wild or spontaneous. She sings along with the band...she keeps rhythm by banging her hands on the table.

However, she is acting distant to August.

August is happy she is having a good time. When he slides next to her and puts his arm around her, Marlena stiffens; AUGUST

Would you like to dance, darling?

MARLENA

No, thank you.

Awkward beat. Marlena takes her champagne glass and drinks the last of it. August tries to make light of it.

AUGUST

We need more champagne.

JACOB

I’ll get it.

AUGUST

No, you stay with Marlena.

August kisses her cheek, but Marlena is clearly still upset.

August lets her be. He exits O.S.

JACOB

You ever going to let him off the

hook?

MARLENA

Hook? That’s an unfortunate choice

of words.

JACOB

Rosie’s going be great. He won’t

hurt her again. I know it.

MARLENA

Jacob, what you know about August

is pretty much nothing.

80.

Jacob feels put down. Marlena realizes that came out too brusquely. She softens, and explains with vulnerability; MARLENA (CONT'D)

You know how many star acts we’ve

had? How much money we’ve made and

lost and made...? Silver Star paid

for our new stateroom and look what

happened to him. Everything August

touches gets fed to the cats one

way or another.

(Sadly)

He’ll never change.

Jacob is moved. Marlena shifts gears and rises.

MARLENA (CONT'D)

I want to dance.

JACOB

Maybe you should wait for August.

MARLENA

I want to dance now!

She pulls him up onto the dance floor. Marlena dances light as air. She spins from Jacob then returns to his arms, so that her back is to him. Jacob’s forearm is on her collarbone

- skin to skin. Her chest rises and falls under his arm. Her hair under his chin, Jacob can smell her fragrance - then she unwinds away from, like a ribbon.

When the music stops, everyone applauds their dance -

including Marlena. Jacob beams. He looks up to the bar: August stands stock still. His eyes glaring at Jacob. The dark expression we’ve come to know. Seething with quiet rage.

Jacob takes a step back from Marlena when suddenly they hear; OFF CAMERA SHOUT

RAID!! RAAAAID!!! EVERYBODY OUT!!!

PANDEMONIUM: Jacob is swept by a crush of bodies. People scream, shoving their way towards the exit. Marlena is shoved along with them, a few heads in front of Jacob.

Jacob reaches through the sea of flesh and grabs a hand. By Marlena’s expression, we know he has grasped her hand. Jacob scans the panicked crowd for August but all he sees are strangers running in every direction, people screaming..

Jacob’s hand is ripped apart from Marlena at the doorway.

81.

EXT. NEW YORK CITY ALLEY - NIGHT

Jacob is thrown into the alley. People are piling into cars, engines are starting, wheels squealing.

Suddenly, Marlena appears, grabbing Jacob’s hand. She takes off her shoes. They run through back streets.

EXT. IRON FIRE ESCAPE - NEW YORK CITY ALLEY - NIGHT

They run under a fire escape, panting, out of breath. The sirens and screams of the crowd are distant.

MARLENA

Lord, that was close...Aw, look at

my stockings! And they’re silk too.

JACOB

I wonder if August got out...

Marlena looks up at Jacob and starts laughing hysterically, as if for no reason. They are both still drunk.

JACOB (CONT'D)

...I don’t know how we’re going to

get home. I’ve never been in New

York, have you?

Marlena’s laughing subsides as she gets an idea.

MARLENA

I want to see the Empire State

Building.

JACOB

What...what about August?

MARLENA

I don’t know where he is, do you?

And he doesn’t know where we are.

It’s not our fault. Like you said,

who knows how long it’ll take us to

get back.

Jacob is hesitant. Marlena takes his hand and softly pleads; MARLENA (CONT'D)

Just a few hours, Jacob. For just a

few hours, we don’t belong

anywhere...we don’t belong to

anyone...Please.

82.

Jacob looks in her eyes and knows he shouldn’t, but...

JACOB (V.O.)

I was doomed.

He smiles. Marlena beams. They run off.

EXT. TOP OF THE EMPIRE STATE BUILDING - NYC - NIGHT

A summer storm with thunder and lightening is coming towards them from over the Hudson River.

Marlena and Jacob are looking out at the expansive 1931 view of New York City. Other couples stroll about the sky deck.

Marlena breathes in deeply...

MARLENA

I’ve never seen so far. Have you?

(Jacob shakes head)

Look at it. As far as the eye can

see and it’s nowhere near all

that’s out there.

Jacob notices tears in her eyes.

JACOB

Are you all right?

MARLENA

(laughing/crying)

Yes. No. Yes, hahaha I’m fine. I’m

a complete mess...ha...

THE THUNDER BREAKS AND THE RAIN BEGINS TO POUR...

Suddenly, MARLENA SCREAMS as loud as she can, startling the other couples. Jacob laughs. Beat of silence, then: MARLENA (CONT'D)

Sorry.

But Jacob understands; He screams and Marlena joins in.

JACOB

MARLENA

AAAHAHAHAAHAAAHAAAAA

AHAAHAHAHAHAAHAHAHAHAH

The other couples leave the sky deck to get out of the rain and away from “that crazy couple”.

Marlena and Jacob stop, wet, panting, laughing from the release. Then, looking out at the view, not at each other...

83.

Marlena begins to confess what she needs Jacob to know.

MARLENA (CONT'D)

Jacob? I need you to do something

for me. Promise me you will.

JACOB

(hopeful)

Anything.

MARLENA

I want you to go. I want you get

away from us, from the show. You’re

smart Jacob. You deserve better

than us. Leave as soon as you can

or something terrible’s going to

happen.

JACOB

(surprised, confused)

Why are you saying this?

MARLENA

It’s all right. No one can hear.

We’ll never get another chance to

say it all.

Marlena looks into Jacob’s eyes and finally addresses what they’re both thinking;

MARLENA (CONT'D)

Nothing can ever happen with us,

you know. It’s too dangerous.

August will never let me go. You

don’t know what he’s capable of.

JACOB

How can you be with a man you’re

frightened of?

MARLENA

I’m not. I don’t have to feel

afraid of him if I don’t feel

anything...After all these years,

I’ve learned how to do it so well.

I tell myself, “I’m managing. I can

manage him. August loves me. Nobody

else ever did. Who am I to say it’s

the wrong kind of love?” .. See,

there’s no place for a woman like

me in any decent kind of world. You

know where they found me when I was

a baby? ...

(MORE)

84.

MARLENA (CONT'D)

...In an alley behind a whore house

in Baltimore wrapped in newspaper.

No one even bothered to leave a

note...This circus, my horses -

this is the only kind of life I can

have.

(Breaking down)

August made a woman like me a star attraction...I’m lucky. And I’m

safe...And I was fine - before you

came.

Jacob feels sorry and hopeful at the same time....

MARLENA (CONT'D)

There’s nothing that can cause a

woman so much trouble as a good

man.

JACOB

I’m not that good. And I don’t want

to be.

MARLENA

Don’t say that.

JACOB

No, I don’t. Good men don’t wind up

with much in the end except their

goodness. Isn’t worth much, is it?

MARLENA

(sadly)

See? ... Look what we’ve done to

you already.

She touches Jacob’s face gently. Until this moment, they didn’t realize how close they are to each other tracing Jacob’s face with her hands, as he leans in closer....

MARLENA (CONT'D)

Sweet Jacob.

JACOB

You deserve as good a life any

other girl.

MARLENA

Am I still a girl? I feel so old.

They kiss. They stop and silently acknowledge where this is going. As they move towards a secluded spot, they continue to kiss in between lines;

85.

MARLENA (CONT'D)

This can only be tonight. We have

to go back. Promise me you

understand.

JACOB

I understand.

MARLENA

Promise me you’ll suffer.

JACOB

I already am.

MARLENA

Promise you’ll look in my eyes the

whole time.

JACOB

I promise.

Jacob kisses her with his eyes locked onto hers...With Marlena’s back pressed against the entrance, Jacob reaches up and locks the door. They sink to the ground.

EXT. FERRY - HUDSON RIVER - NYC TO WEEHAWKEN - NIGHT

Marlena sits inside Jacob’s embrace on the ferry, her head leaning against his chest - their hands entwined.

JACOB

If I had money, if I could take

care of you, would we be going

back?

MARLENA

You’d have to be a Rockefeller...

August would find me. He always

does.

JACOB

Have you tried to get away before?

MARLENA

Jacob you promised. You said you

understood it was only tonight.

JACOB

I know. I do....I’m sorry.

86.

EXT. WEEHAWKEN FERRY PORT - NIGHT

Jacob walks Marlena out of the port to a waiting cab. They stop a few feet from the cab. Jacob gives her all the money in his pockets. Marlena looks at him as if for the last time.

MARLENA

Where were you when I was 17?

Jacob smiles. They kiss not wanting to let go. Marlena pulls away and runs into the cab. Jacob watches it drive away.

EXT. MENAGERIE TENT - WEEHAWKEN, NJ - PRE-DAWN.

Jacob reaches the circus. Everyone is asleep.

INT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN, NJ - PRE DAWN.

Jacob enters the menagerie, heading straight for Rosie. He gets on the ground beneath her and lies down...Rosie raises her trunk to allow Jacob to lie beneath her.

DISSOLVE TO:

SAME LOCATION - DAWN

Jacob is asleep under Rosie when Walter wakes him up.

WALTER

Why are you sleeping here?

Somebody’s looking for you.

INT. CANVAS CAR - WEEHAWKEN, NJ - PRE-DAWN.

Jacob and Walter enter to find Bill and Grady hiding an ailing Camel in a dimly lit car. Jacob kneels down to him.

CAMEL

Hey kid. How nice to see ya.

JACOB

Hey, Camel. What’s wrong?

CAMEL

I don’t know, kid. Woke up a few

days ago and my feet was all

floppy. Jes can’t feel’em right...

87.

CAMEL (CONT'D)

(confidentially)

...It ain’t just that though. It’s

other stuff too.

WALTER

Like down there...man stuff?

Camel, his eyes wide and fearful, nods slowly.

BILL

What’s wrong with him, doc?

JACOB

I don’t know.

WALTER

Jamaica ginger paralysis.

Jake leg. I’ve seen it before.

CAMEL

No such thing. Is there Doc?

Walter looks at Camel’s empty “Jake” bottle.

WALTER

The manufacturer started putting

this plasticizer in it, or

something, to get around

regulations that Jamaica ginger

extract not be sold as booze.

(To Camel)

You’re not supposed to drink this

stuff, ya know.

CAMEL

Well what the hell am I supposed to

drink to stop the shakes? It’s

Prohibition and I ain’t no Astor.

GRADY

It’s OK Camel. Tomorrow’s payday.

We’ll get you some moonshine.

BILL

Grady don’t lie to the man. If men

were getting paid, Blackie wouldn’t

have tossed four of ‘em between

Boonton and Weehawken.

JACOB

Four?...Will he get better?

88.

Walter looks at him, his expression says No.

BILL

We can’t leave him here. They’ll

red light him for sure.

Jacob understands. He gets an idea and turns to Walter.

Walter understands and reacts with an adamant: WALTER

NO! NO!

EXT. CIRCUS GROUNDS - MOMENTS LATER - WEEHAWKEN - DAWN

Walter is walking quickly back to the performer train. Jacob follows, trying to reason with him. Throughout the scene, they are looking out for Blackie’s men and speaking low.

JACOB

Walter, please. Blackie and his men

only patrol the roustabout cars.

They don’t work the performer

train. We can hide him easy until-

WALTER

(stops)

Until when? What are we going to do

with him? Shoot him like Silver

Star? Because that’s what he is

Jacob. In a week, he won’t be able

to move his legs at all.

JACOB

(Thinking fast:)

He has a son in Pennsylvania. Near

Reading. We’re playing there in

three weeks. That’s all he needs.

Walter doesn’t want to do this, but clearly can’t say no.

WALTER

I was right about you. You’re going

blow us all up...August got home

tonight before you and Marlena.

People are talking.

Walter stalks off leaving Jacob unhinged by the news.

WALTER (CONT'D)

I shouldn’t be a clown. I should be

a Goddamn fortune teller.

89.

INT/EXT. COOKHOUSE TENT - WEEHAWKEN, NJ - MORNING

The cookhouse tent is divided into two sections by a curtain.

One one side: working men and the buffet table of food. It is made up of benches and bare wood tables with salt and pepper shakers.

The other side of the curtain is filled with performers. The tables have a checkered tablecloth and flowers.

Marlena is sitting alone, drinking a cup of coffee. Jacob approaches. He sits opposite her.

JACOB

Good morning.

MARLENA

Good morning Jacob, how are you?

Marlena smiles. Jacob senses others eavesdropping...but the table is far enough away, so they can’t be heard.

JACOB

I wanted to, uh...Is there any

chance I could speak with you

alone?

MARLENA

About what? Is something wrong?

JACOB

No, I...I just wanted to...Walter

said people are talking about what

happened...last night...

MARLENA

(laughs)

Oh Jacob, champagne completely

overwhelms my senses..I always feel

the better for it when I abstain.

All I remember is getting pushed by

the crowd and then running and

getting a hole in my stocking. I

don’t even know how I got home. I

don’t remember a thing.

JACOB

Well, I want to apologize for--

90.

MARLENA

Ha,ha Jacob, it’s silly of you to

apologize for my torn stockings.

You weren’t even there.

Jacob is crushed by her reaction. Marlena maintains her upbeat facade. August enters with his tray of food and crosses to them. He is smiling like a man who has spent the night having great sex.

August kisses Marlena right in front of Jacob. It is a long sensual kiss...a holdover from their night together.

AUGUST

I slept like a baby after last

night. Thank you my darling.

MARLENA

August, please. We’re in public.

Jacob understands his meaning and is quietly devastated.

AUGUST

(Sits)

Ah, nothing to be ashamed of. Man

and wife reuniting in the most

sacred of marriage places.

(Beaming)

My Marlena has forgiven me. All’s

well with the world again, right

Jacob?

(Jacob nods)

That was quite an adventure last

night. I’m glad I didn’t have to

bail you out. How did you get home?

JACOB

I don’t know. I just ran.

AUGUST

(eating)

How did you two get separated? You

were so close on the dance floor.

MARLENA

I told you, sweetheart. We got

pushed apart by the crowd. This

older married couple brought me to

the ferry.

AUGUST

I’d like to look them up and invite

them to the show free of charge...

(MORE)

91.

AUGUST (CONT'D)

...I’ll even pay for their

transportation. I’d pay it a

hundred times over to anyone who

helped my wife to safety. Thank

goodness she had chaperones. If

anyone had harmed her, or even

touched her, there’s no knowing

what I might do.

Jacob makes note of the implication. Marlena ignores it.

EXT. TRAINING RING - ASBURY PARK, NJ - DAY

While Jacob coaches August from the sidelines, the company of performers and workmen watch August command Rosie in Polish.

JACOB (V.O.)

...August said he would create an

act for Marlena and Rosie that

would have’em line up for miles...

August and the company are delighted when Rosie lifts her foot...or walks forward, then backward..

JACOB (V.O.) (CONT'D)

His accent was awful but Rosie

obeyed without fail.

Marlena watches, full of excitement and praise for August. He instructs Marlena where to stand. He commands Rosie who lifts Marlena up with her trunk.

Everyone cheers and applauds. Those near Jacob pat him on the back, grateful that he saved the circus. Jacob smiles.

JACOB (V.O.) (CONT'D)

I was finally a part of them.

PRE-LAP - CHEERS AND APPLAUSE, AS ROSIE LIFTS MARLENA ONTO

HER BACK AND WE CUT TO:

INT. BIG TOP/MARLENA AND ROSIE’S ACT - ASBURY, PARK - NIGHT.

MARLENA ATOP ROSIE IN FULL COSTUME MAKING THEIR ENTRANCE TO A PACKED HOUSE AS AUGUST LEADS THE WAY TO CHEERS AND APPLAUSE.

When they enter the center ring, they stop. August gives Rosie the command to lift Marlena down with her trunk.

But Rosie hesitates. August commands her again, with more force. But Rosie doesn’t move forward...she shuffles a foot backwards. August grips his silver tipped cane. Oh-oh...

92.

Jacob and other performers watch anxiously. Will Rosie fail?

Then August turns to the audience and mimes apologizing to the crowd. When he back is turned, Rosie hits his butt with her trunk. August freezes. The crowd laughs uproariously.

Jacob and the others realize it’s all part of the act. Walter slaps his back. Barbara kisses his cheek.

August displays great performance skills. He turns to Rosie acting suspicious. Rosie lifts her head away, as if to say

“It wasn’t me”.

August turns back to the crowd to apologize and once again, Rosie flicks his behind with her trunk. This time August knows it her. He turns to her, tips his hat over his brow and shakes his finger, scolding, as if to say, “No, no, no”

Rosie responds by waving her trunk, mocking him.

And the crowd bursts into applause.

August commands Rosie, who lifts Marlena with her trunk and places her on the ground.

EXT. NEW EGYPT, NJ - NIGHT

Posters of ROSIE and MARLENA highlight the act COMING SOON!

Blackie and his men are covering up the Posters of other circuses and town events.

JACOB (V.O.)

August could have given Barnum a

run for his money. He spent the

payroll money on expensive posters

promoting that act like it was

bigger than Ringling. And we sold

out every performance in every

town...

INT. BIG TOP/MARLENA AND ROSIE’S ACT - NEW EGYPT, NJ - DAY

Marlena blows kisses to the audience. She skips theatrically around the ring, with Rosie trotting behind her, August hovering beside.

Marlena stops and wipes her brow, feigning exhaustion, and sits on a small ball.

93.

Rosie observes her with a smile and a raised trunk. Rosie copies Marlena’s actions, placing her enormous rear down on a much larger ball.

The crowd screams with laughter.

Marlena stands in mock outrage, wagging her finger at Rosie.

She turns her back on her, folding her arms.

Rosie also stands and presents Marlena with her rear end facing the other way. The audience loves it.

JACOB (V.O.)

In that center ring, Rosie became a

guaranteed star attraction...

INT. ROSIE’S CAR - EN ROUTE - CONTINUOUS - NIGHT

Jacob sits alone facing Rosie, in her massive stock car made of steel, talking to her, in Polish....

JACOB (V.O.)

Alone with me, telling her every

thing I couldn’t tell anyone else,

she became the closest thing I had

to family.

INT. BIG TOP/MARLENA AND ROSIE’S ACT - FRIENDSHIP, NJ - DAY

Marlena looks back and scowls. With dramatic flair, she raises one foot and places it on the small ball as if to say,

“Take that, elephant!”

Rosie, not to be out done (guided by August’s Polish commands) curls her trunk, lifts her foot and places it on her larger ball.

Marlena straightens out both arms and extends her other leg, like a ballerina’s, toe pointed. She place the foot alongside the other, so that she is now standing atop the ball.

Rosie waits a moment, then lifts her other front foot onto the ball.

The crowd explodes! August pretends to be outraged with Marlena. But as showers of coins and money rain upon them, August and Marlena stand beneath showers of glittering coins.

JACOB (V.O.)

And August! Ha, August was a new

man..

94.

EXT. CIRCUS GROUNDS - ELMER, NJ - DAY

The workmen set up the circus with energy and renewed spirit.

August treating them with pats on the back of gratitude.

JACOB (V.O.)

..treating everybody first class,

spreading the word his Rosie act

would finally get the men paid..

INT. KINKO’S ROOM - EN ROUTE - NIGHT

Jacob, Walter and a Camel enjoy a card game and moonshine.

JACOB (V.O.)

..And with business so strong,

nobody was worried about getting

tossed, so we didn’t have to worry

so much about old Camel.

INT. MENAGERIE TENT - FRIENDSHIP, NJ - DAY

August is filling a bucket with gin and ginger ale for Rosie.

JACOB (V.O.).

And nothing was too good for Rosie.

When August found out she liked gin

and ginger ale, he made sure she

got both every day, treating her

like some favorite child...

INT. BIG TOP/MARLENA AND ROSIE’S ACT - SALEM, NJ - DAY

Marlena does a double take, then lifts up her finger as if to say “I have an idea!”. With a rising drum roll, she shuffles her feet atop the ball, moving herself around the ring...

Rosie places all four of her feet onto the larger ball and rolls herself around the ring...Marlena and Rosie go faster and faster, along with the music...

THE CROWD GOES WILD....August takes Marlena’s hand and kisses it as they take their bows.

JACOB (V.O.)

But I didn’t trust the new August.

I kept waiting for the real one to

show up.

95.

EXT. ROSIE’S CAR - SALEM, NJ - MORNING

Out of the darkness of the car, Rosie appears in the light, being guided down the ramp by August, who gently pets her trunk, whispering in her ear. Her ears flapping, she purrs with affection. Jacob watches.

JACOB (V.O.)

It was when I saw Rosie purring

under his touch as if nothing had

happened between them, that the

worst thought occurred to me.

INT. MARLENA AND AUGUST STATEROOM - EN ROUTE - NIGHT

Marlena and Jacob are laughing, listening to August telling a story after a private dinner. Jacob glances at Marlena...

JACOB (V.O.)

Maybe, I was the man not to be

trusted.

Marlena moves to August’s lap. They kiss...Jacob watches JACOB (V.O.) (CONT'D)

Marlena looked happy...And it broke

my heart.

PRE-LAP AUGUST:

AUGUST (V.O.)

The circus is nothing without it’s

traditions..

INT. MENAGERIE TENT - SALEM, NJ - DAY

August has gathered all the performers and trainers in a circle. Jacob stands in the center. Marlena beside August.

AUGUST

..It’s a family. And like any

family, when a new member is born,

it’s arrival must be greeted with

celebration and gratitude. Now,

we’ve been a little busy with sold

out performances, thank the Gods..

(Everyone cheers)

(MORE)

96.

AUGUST (CONT'D)

..but right now I want to take this

moment before today’s show to

gather together..We close our

eyes..

Everyone closes their eyes.

AUGUST (CONT'D)

..and we thank whoever’s up there

that sends desperate men running

for the rails..

Everyone laughs.

AUGUST (CONT'D)

..because it was a lucky day when

Jacob Jankowski jumped our train.

Because of him - together with our

beautiful Rosie and my beloved

Marlena - we have the greatest star

attraction in Benzini Brother’s

history. He found a way to save us

all. And so, to officially welcome

Jacob into the family, we open our

eyes..

Everyone opens their eyes.

AUGUST (CONT'D)

..And we give him the traditional

Benzini Brothers baptism.

SUDDENLY, EVERY CLOWN PULLS OUT A SELZTER BOTTLE AND DOUSES

JACOB..BARBARA AND ALL THE GIRLS THROW HALF A DOZEN PIES INTO

HIS FACE AND BODY. OTHERS THROW CONFETTI, STREAMERS...

Jacob is a mess, covered in pies, seltzer and confetti. The company breaks up with laughter, applauds and cheers...Walter and Barbara bring Jacob towels, embracing and kissing him.

The rest of the company follows suit.

August motions for Marlena, who retrieves a large mens clothing box and carries it to Jacob as August watches from a distance...The crowd parts as Marlena hands him the box.

August watches Jacob open the box to find his own TUXEDO.

AUGUST (CONT'D)

Now you don’t have to borrow mine.

Everyone applauds, hugging and kissing Jacob: JACOB

Thank you, August.

97.

AUGUST

It’s from both of us.

Jacob looks to Marlena. It is awkward between them. They can’t kiss each other. Jacob nods and says courteously; JACOB

Thank you, Marlena.

MARLENA

You’re welcome, Jacob.

As Marlena exits with the others, we discover August watching from them a distance;

August’s expression tells us he knows what they are hiding.

EXT. BIG TOP - SALEM, NJ - DAY.

Marlena and Rosie exits the Big Top. We hear tumultuous applause coming from inside. Jacob awaits them, as usual.

Jacob commands Rosie, who lifts Marlena off his back and places her carefully on the ground. Jacob pets and commands Rosie to follow him, but stops when: MARLENA

I wonder if you could help me.

JACOB

Sure.

MARLENA

(professional tone)

I’ve planned a surprise for August.

He’s been so wonderful, don’t you

think?

(Jacob nods)

Could you make sure Rosie is staked

in my tent after the show?

JACOB

No problem.

MARLENA

Thank you so much...Oh, and I’m

sure it would be nice for August if

you were there too.

Marlena turns and exits O.S. Jacob isn’t sure what to think.

98.

INT. MARLENA’S DRESSING TENT - SALEM, NJ - NIGHT

Rosie is staked into the grass inside Marlena’s tent, happily occupied with a pile of watermelons.

Marlena wears a silk beaded dress with the diamond necklace.

There is a serving table with silver domed platters and wine bottles. Marlena is trying to open a champagne bottle when Jacob enters.

MARLENA

Oh, he’ll be here any second.

Jacob, can you open this for me?

Jacob takes the champagne bottle and manipulates the cork.

Rosie’s trunk is curious, inspecting the bottle in Jacob’s hand. Jacob laughs. Marlena sees and laughs as well.

JACOB

Rosie...get away....ssstop!!

Rosie continues fooling around, causing Marlena and Jacob to laugh even harder when the cork pops....

AUGUST (O.S.)

What is this?

Jacob and Marlena turn to see August enter, laying down his hat and coat, his shirt unbuttoned at the top.

MARLENA/JACOB

OH!....SURPRISE!..SURPRISE!

Jacob pours the champagne into two flutes, which Marlena rushes up to August, handing him a glass and kissing him.

AUGUST

Did you show Jacob the opening

night present I gave you?

Marlena turns to Jacob and indicates the diamond necklace.

MARLENA

(indicating the necklace)

Oh. No...Do you see Jacob?

JACOB

Beautiful.

AUGUST

It looks stunning on you.

99.

They kiss again. Marlena raises her glass of champagne.

MARLENA

To August - an authentic miracle

man because he made a star

attraction out of me.

JACOB

To August!

August nods in gratitude. They tilt their glasses and drink.

AUGUST

Many thanks. Forgive me for

arriving too soon and spoiling the

surprise.

August takes out a cigarette and lights it.

MARLENA

Don’t be silly. I couldn’t wait for

you to come.

AUGUST

I could go back out to give you

more time...or better yet, yell

RAID and clear the place out so you

two can be alone.

In a split second, Jacob and Marlena know the danger present.

August gave no sign of it coming.

MARLENA

What?

AUGUST

I’m sorry. I’m probably wrong. I

assumed that night after the RAID

was the first time you two fucked,

but obviously it’s been going on

longer than that.

MARLENA

Auggie, you’re being silly.

AUGUST

Did you think I didn’t know?

MARLENA

August don’t do this!

AUGUST

Shut-up. SHUT UP!

100.

Marlena gets frightened. August saunters over to the silver tipped cane leaning against the flap. He picks it up as Marlena and Jacob remain still. Suddenly they hear: Rosie peeing where she is staked. She too is frightened.

AUGUST (CONT'D)

How long did you think you could

keep this from me?

MARLENA

August, please, there’s nothing-

AUGUST

GO ON! INTERRUPT ME ONE MORE TIME!

August swipes the tables with the cane, knocking all the platters and glasses to the floor.

JACOB

We should go!

AUGUST

WE!...So you two are a couple?

JACOB

NO! I just don’t think you’re safe

to be around a woman right now.

AUGUST

A woman? This is not a woman. This

is my wife you Ivy League lying

piece of shit! Say, I bet the

authorities would like to know you

practise without a license.

MARLENA

Auggie, please... Don’t you see how

much I love you?

AUGUST

I see you. I see you too clearly.

Always have. I have to admit that

was a nice touch when you got back

from the speakeasy. Being with me

in our bed, after being with him.

Covering your tracks. I should have

known a whore only performs for a

man like that when she wants

something.

JACOB

Marlena, come with me...

101.

AUGUST

YOU DON’T EVEN DENY IT! LOUSY

TRAMP!!

Marlena drops the fluted glasses, crying: MARLENA

STOP IT!..AUGGIE STOP IT..PLEASE!

Suddenly, he’s quiet. He stands still. Marlena approaches him now, cautiously but tenderly.

MARLENA (CONT'D)

Auggie? Are you all right now?...

August looks at her. Marlena’s expression is one of care and concern. Jacob watches carefully. Has it passed?

Suddenly, August flicks his lit cigarette into Rosie’s open mouth - Rosie reacts and Jacob moves to help her - as August grabs Marlena, shoving her so hard she falls against the table, knocking it and her to the ground. He attacks her, trying to rip off her diamond necklace.

Jacob attacks August, pulling him off of Marlena.

JACOB AND AUGUST FIGHT: savagely pounding each other’s faces, crashing against broken plates and spilled gravy, banging their heads viciously against the ground, rolling over each other as they alternately share domination...

Marlena screams for them to stop. Rosie bellows, pulling on her leg chain.

The FIGHT SPILLS OUT OF THE TENT INTO THE CIRCUS GROUNDS.

EXT. MARLENA’S DRESSING TENT - CONTINUOUS - SALEM, NJ - NIGHT

Jacob and August continue beating each other as they roll out into the crowd.

August’s madness empowers him. He manages to overpower Jacob in a choke hold. Jacob is losing consciousness.

Because of Marlena’s screams - Earl and his men run to the tent. Within seconds, they are pulling August off of Jacob.

August gets to his feet. His cool expression is even more frightening as he re-enters Marlena’s tent.

JACOB

LET ME GO!! HE’LL KILL HER!!!

102.

From inside the tent, they hear a crash. Marlena screams.

JACOB (CONT'D)

HE’S HURTING HER!!LET ME GO!

EARL

No he won’t, kid. Come on.

Earl disperses the crowd that has gathered, which includes Walter, who sees Jacob’s bloodied face and goes to him.

FROM INSIDE THE TENT, THEY HEAR: Two soft thuds..then a louder one...Then an unnerving silence.

EARL (CONT'D)

See, it’s over. Can we let you go?

Jacob pants and nods. Earl and one of his men let Jacob go in degrees, until he is standing up. Walter holds his waist.

WALTER

Come on Jacob. Walk away.

With Walter’s help, he tears his eyes from the billowing flap and walks away, passing rubes who watch with fascination.

INT. KINKO’S ROOM - SALEM, NJ - LATER THAT NIGHT

Walter uncorks a jug of moonshine and hands it to Jacob, who holds a towel to his bloody, beaten face. Jacob drinks from the jug, panting, until the pain subsides. Camel speaks from behind the trunks.

WALTER

The only thing that’s keeping you

alive right now are the rubes who

saw everything. August can’t risk

getting rid of you here. But you

better not get back on this train

when we leave tomorrow night.

CAMEL (O.S.)

What happened? Somebody turn me

around. Share some of that jug!

WALTER

Shut-up Camel.

CAMEL (O.S.)

Well, what the hell...!

103.

Camel uses whatever strength his has to push aside the trunk and see bloody Jacob.

CAMEL (CONT'D)

Jesus Christ! Who did that to you?

WALTER

August.

(To Jacob)

Is it true?

Jacob wants to deny it but his silence speaks the truth. He can only manage to shake his head NO...But Walter can read between the lines....He lowers his head in despair.

THE TRAIN STARTS TO MOVE. All three react with surprise.

JACOB

Why are we moving? We have a

matinee tomorrow.

WALTER

Something’s gone wrong.

SUDDENLY, A KNOCK ON THE DOOR. The three men immediately are on alert. Walter grabs his knife from beneath his pillow.

Camel tries to shove himself behind the trunks. THE KNOCK

COMES AGAIN as we hear:

MARLENA (V.O.)

Jacob? Jacob, it’s Marlena.

They breath a sigh. Jacob opens the door to reveal.

Marlena with a black eye. Jacob rises to her.

MARLENA (CONT'D)

I’m sorry. I had nowhere to go. I

told him I’m leaving him.

JACOB

My God. Are you all right?

MARLENA

Looks worse than it feels.

(Re: Jacob’s face, laughs)

Ha, look at the two of us.

Marlena awkwardly enters the room to Walter and Camel’s stares. She sees the moonshine and breaks the ice.

MARLENA (CONT'D)

Can I have a swig of that?

104.

Walter throws her the moonshine. Marlena drinks like a pro.

WALTER

Why is the train moving?

Marlena sits with the jug, casually talking: MARLENA

We’re being run out. Apparently,

August was so optimistic about

money coming in for Rosie, he

figured he’d double down and find

himself a new fat lady to put him

really toe to toe with

Ringling...So he sent Mr. Erwin

into town who finds this rather

large woman in a restaurant and

offers her the job. Except, she...

(starts laughing)

...she was the police chief’s wife.

Mr. Erwin got a left hook in the

jaw and we got til morning to get

out of town.

This cracks everybody up. Laughter. A release of tension.

But the laughter turns to quiet sadness as the reality of their situation sinks in....Marlena looks to Jacob and leans into his arms. He holds her, clearly in love, then ushers her out of the room for privacy.

Walter sees what he knew all along. He kisses Queenie: WALTER

Aw girl. We’re all in it now.

INT. RING STOCK CAR - EN ROUTE - CONTINUOUS - NIGHT

Marlena and Jacob exit Walter’s room outside of which Marlena placed her small suitcase. They pass by Marlena’s horses..

MARLENA

Why are you hiding that roustabout?

JACOB

Because Blackie and his men don’t

work the performer train and

they’ll red-light him if they find

him. He can’t work anymore.

MARLENA

My God.

105.

They come upon Silver Star’s stall - empty - right before the door to the next car. They stop.

JACOB

Does August know where you are?

MARLENA

No. He thinks I’m with Barbara and

the girls. He won’t go there.

JACOB

He can’t find you. As soon as we

stop - before we stop - we’ll jump

off and I’ll take you to a hotel in

town.

MARLENA

And after that? August has all our

money. Where will I go?

JACOB

Marlena, I’m not leaving you. We’ll

find a way together. I won’t let

you go back to him. I promise.

Marlena smiles, needing to hear him say those words. She embraces him, grateful. Jacob holds her tight, assuring; JACOB (CONT'D)

..I’ll call my dean at Cornell..If

I can take my finals again, get my

degree, I can get my license.

They lay in the Silver Star’s empty stall. Moonlit through the wooden slats. Making plans...

MARLENA

Oh Jacob, that would be wonderful.

You know, I bet Ringling would take

us both then - they’d be getting a

vet and a star attraction - that’s

a sweet deal for them. Although I

won’t be a star but I don’t care.

I’ll take no billing at all...We’d

be safe from August if we were with

Ringling.

JACOB

Don’t worry about him.

MARLENA

Of course, I’d have to wait a while

until I can work again...

106.

JACOB

What do you mean?

MARLENA

Jacob...I’m going to have a baby.

Jacob is stunned...then confused...

MARLENA (CONT'D)

It’s yours. Please don’t ask me how

I know...Is it all right? You can

change your mind. I’d understand.

Overwhelmed, Jacob keeps kissing her. Marlena lets go of all the anxiety she had about him. He loves her. She knows it.

JACOB

Change my mind??? Oh Marlena,

please...please be happy.

MARLENA

(Cries, relieved)

I will...I promise...as soon as I

stop being terrified.

Jacob kisses her. He guides her to the ground, against the hay. She nestles in his arms.

MARLENA (CONT'D)

I’m so tired.

JACOB

Rest...I’ve got you now.

Marlena tries, closing her eyes.....Then, without warning; FROM THE ROOF, AUGUST, BLACKIE & HIS MEN JUMP IN THROUGH THE

OPEN STOCK CAR DOOR. THEY CHARGE INTO THE ROOM CAUSING THE

HORSES TO PANIC. THE THUGS DRAG JACOB AWAY FROM MARLENA, BEATING HIM. AUGUST FORCIBLY TAKES MARLENA, HITTING HER...

MARLENA

JACOB

DON’T HURT HIM!!!AUGUST NO!!

MARLENA! MARLENA!...

AS BLACKIE AND HIS MEN DRAG JACOB PAST WALTER’S MAKESHIFT

DOOR, JACOB FIGHTS EVEN HARDER TO PULL THEM AWAY FROM

BREAKING INTO WALTER AND CAMEL’S ROOM.

FAST CUT TO:

107.

INT. KINKO’S ROOM - CONTINUOUS - BRONX

Kinko sits against the door, holding a trembling Queenie hearing the screams and struggle. Camel quivers in fear behind the trunks.

FAST CUT BACK:

INT. RING STOCK CAR - CONTINUOUS - NIGHT

AUGUST IS DRAGGING A SCREAMING MARLENA THROUGH THE DOOR TO

THE PLATFORM - TAKING HER THROUGH THE TRAIN BACK TO HIS CAR.

BLACKIE BEATS JACOB WHO CRIES OUT FOR MARLENA’S SAFETY, HOLDING ONTO THE OPEN CAR DOORS. THE MEN BANG HIS HANDS WITH

THEIR FISTS UNTIL JACOB LOSES HIS GRIP AND BLACK TOSSES HIM

OFF THE FAST MOVING TRAIN.

EXT. TRAIN TRACKS - GRAVEL/GROUND - NIGHT

JACOB ROLLS DOWN THE GRAVEL. BLACKIE AND HIS MEN JUMP OFF THE

TRAIN AND RUN TOWARDS HIM. JUST AS JACOB GETS TO HIS FEET, THE MEN REACH HIM - AND BEGIN TO BEAT HIM.

WITH A SINGLE BLOW TO THE BACK OF HIS HEAD, JACOB IS THROWN

INTO BLACKNESS.

EXT. WOODS/STREAM - ALLENTOWN, PA - LATER THAT NIGHT

A heavy rain pours. A bloodied, battered Jacob is semi-conscious face down in a stream in the woods.

Jacob, his eyes almost swollen shut, wakes out of unconsciousness. He looks up through blurred vision.

Through the trees, he can see A DISTANT FLICKERING RED LIGHT.

He stands. His knees buckle and he crawls out to the ground.

He stands again. And he walks out of the woods towards the flickering light.

He stumbles and falls. He rises and fumbles forward...using all his strength to get himself out of the woods.

EXT. CLEARING TO TRAIN TRACKS - CONTINUOUS - NIGHT

Jacob struggles out of the woods to a clearing. Squinting through the rain with swollen eyes, he sees: 108.

THE FLICKERING RED LIGHT IS A SIGNAL LIGHT ON A TRAIN TRACK.

He walks, with legs barely able to move. He climbs up the gravel to the train tracks and begins to walk...

EXT. TRAIN TRACKS - PRE DAWN

Jacob is walking on the train tracks in the direction of Marlena’s train. He has walked all night and into the day.

EXT. TRAIN TRACKS - A PENNSYLVANIA TOWN - DAY

Jacob - beaten, bloodied, exhausted - looks up ahead: THE BENZINI BROS. TRAIN and THE BIG TOP TENTS already set up.

EXT. CIRCUS GROUNDS - A PENNSYLVANIA TOWN - DAY

It’s pre-matinee. All the tents have been set up. The rubes are filling the grounds. The midway is packed with people.

EXT. TRAIN - BEHIND THE CIRCUS GROUNDS - CONTINUOUS - DAY

Nell is sitting by an open window fanning herself from the heat when she sees:

Jacob wandering behind the back of the train where no one can see him....Nell watches as Jacob tries to reach the train, then falls unconscious.

Nell quickly brings Barbara to the window. Barbara sees Jacob and immediately takes charge.

Camera tracks Barbara and the girls through the windows, as they walk through the car...Barbara is organizing a plan with the girls.

EXT. CIRCUS GROUNDS - CONTINUOUS - DAY

Nell and two Coochie Girls hold their robes closed as they walk among the crowd. The Coochie girls head for Blackie and his security men...They talk to them to distract them.

We see Nell approach Walter in full clown make-up doing tricks with Queenie for the crowd. Nell whispers to Walter.

His expression tells us what we know.

109.

EXT. TRAIN - BEHIND THE CIRCUS GROUNDS - DAY

Barbara and the Tattooed Man sneak to the fallen Jacob with a blanket. They turn him over, shocked by his condition.

Jacob’s eyes open - he’s delirious.

BARBARA

Poor Kid...Help me with him..

JACOB

(delirious to Tattoo man)

Don’t you work the matinee?

TATTOOED MAN

Not today. I’m fading. I gotta re-

ink.

BARBARA

Don’t talk.

Jacob nods. They cover him, pick him up and carry him off.

INT. KINKO’S ROOM - TRAIN EN ROUTE - NIGHT

Jacob opens his eyes. Walter is applying wet cloths to his head. Camel watches nearby. Jacob suddenly rises; JACOB

Marlena!!

WALTER

Sshh. Lie back.

JACOB

Where is she? Did he hurt her?

WALTER

I don’t know. Your pupils are two

different sizes.

Jacob pushes himself up onto his elbows but his world spins.

JACOB

I have to get Marlena. What if he--

WALTER

Jacob, look at me. You’ve got a

concussion and you’re on a moving

train. There’s nothing you can do.

Marlena can handle him. She’s done

it for years...

110.

JACOB

I have to get her.

WALTER

Jacob, you can’t.

JACOB

She’s going to have a baby.

Walter is stopped. Camel shakes his head.

WALTER

Does August know?

(Jacob shakes his head)

What have you done to us?

JACOB

We’re going to Ringling. Me,

Marlena. You can too.

WALTER

I’m a fifth rate clown when second

rate circuses are folding all over

the place. Doesn’t put me on top

of Ringling’s list. They’ve got a

dozen of me in the wings. I

couldn’t even go if I wanted to.

August won’t pay anyone. Says the

show’s debts have to come first.

First time in Benzini Bros history

performers haven’t been paid.

People are starving out there,

Jacob. In the United States of

America. Starving. Where am I going

to go?

CAMEL

What about family? Like my son.

Gotta have somebody...a mother.

WALTER

Not a woman I have any use for.

She’s sold me to this outfit when I

was 13.

CAMEL

She sold you?

WALTER

I’m not exactly cut out for farm

work. Don’t worry about me..

(MORE)

111.

WALTER (CONT'D)

..If you and Marlena go, if August

doesn’t kill you first - I’ll know

what to do...I’ll tell August how

well I got to know you and how I

can help him find you. Might even

get myself a better room out of the

bargain... It won’t be anything

personal, you understand.

Beat. Each wants the other to survive at any cost.

JACOB

Do whatever you have to, Walter.

WALTER

You too, Jacob.

They exchange a final look, which is a goodbye. Walter turns away from Jacob, holding Queenie to his chest.

Camel looks compassionately at Jacob and says: CAMEL

Ya poor kid. The night this train

passed ya...you shoulda kept on

running, I guess.

INT. KINKO’S ROOM - EN ROUTE - LATER THAT NIGHT

Camel and Walter are snoring, asleep with their backs to Jacob. Queenie is asleep, nestled in Walter’s arms.

Jacob struggles to raise himself up. His world spins. He holds tight to the bedroll, until the spinning subsides.

Jacob is a man with a mission. His eyes focus on: Walter’s Knife, sticking out from beneath Walter’s pillow.

EXT. ROOF OF TRAIN - EN ROUTE - NIGHT

The train is moving fast. The rain has returned.

Jacob is making his way towards the back of the train, as it moves forward. He holds the knife in his mouth...moving like a tightrope walker over the wet train roof, as rain pours.

When he reaches the car’s end, he takes a deep breath. With all his strength, he leaps across the divide between the cars and lands, clinging to the top rail, panting like a dog.

112.

He removes the knife from his mouth, having cut his lip. He licks the blood back and replaces the knife, this time keeping his lips retracted.

JACOB MAKES HIS WAY ACROSS SIX CARS...LEAPING FROM CAR TO CAR

BY LANDING ON THE ROOF, GETTING TO HIS KNEES THEN TO HIS FEET

AND MOVING ON TO THE NEXT...

EXT. ATOP MARLENA AND AUGUST’S STATEROOM CAR - NIGHT

Jacob leaps to the roof of Marlena and August’s car. At this moment, the train is making a curve.

Jacob climbs down over the side ladder. Beyond him, we see: THE TRAIN IS TRAVERSING OVER A TRESTLE, FORTY YARDS ABOVE THE

BOULDERS OF A RIVERBANK ILLUMINATED BY MOONLIGHT.

Jacob jumps to the platform. He can see the rocky waters far below the trestle. He catches his breath and waits, as the train straightens out onto land again.

Jacob turns the knob of the door to the stateroom, slowly, hearing a click, pausing, then opening it.

INT. MARLENA AND AUGUST STATEROOM - CONTINUOUS - NIGHT

Jacob enters the stateroom, leaving the door open. He creeps towards the velvet curtain which is closed. He grips the knife. When he reaches it, he pulls the edge and peeks inside.

August is asleep on his side, his arms locked around Marlena, who is awake facing the curtain.

Jacob and Marlena’s eyes meet. She sees the knife in his hand August suddenly moves, pulls Marlena closer to his chest, burying his face in her neck.

Jacob steps forward, raising the knife. His hands tremble.

The moonlight glints off the blade, throwing off light.

Marlena is looking up at him, tears in her eyes. She subtly shakes her head “NO”...She doesn’t want him to do this.

Jacob’s hands are shaking now. The knife gripped in his hand.

He wants to rescue her, he’s so close. We hold the moment....

Marlena’s expression convinces Jacob not to do it...not to cross that line and kill August.

113.

Defeated, Jacob kneels beside her and hangs his head. Marlena reaches out to touch him...this time she really is saying goodbye. But Jacob can not bear it. He looks at her for the last time, then rises and exits.

INT. RING STOCK CAR - EN ROUTE - LATER THAT NIGHT

Jacob returns to the ring stock car, hopping down from the roof. The Horses are stirring, agitated. He calms them...

And then Jacob sees: the door to Walter’s room is open. He approaches;

JACOB

Walter? Camel?

INT. KINKO’S ROOM/ RING STOCK CAR - CONTINUOUS - NIGHT

Jacob enters to find the room in a shambles. A terrible realization comes over him:

Walter and Camel are gone. They have been red-lighted.

JACOB

WALTER! CAMEL!!

He finds Queenie, shaking with fear curled in a ball. He takes her in his arms. Jacob panics.

JACOB (CONT'D)

No..no..no..no....!!!!

With Queenie, he rushes back into the ring stock car...he checks everywhere calling out their names. He stops at the open stock car door. The rain continues to fall. Jacob collapses, holding Queenie to his chest. Tears fill his eyes as he tries to hold it together, looking out the moving train, his worst nightmare realized.

POV; IN THE DISTANCE, THE TRESTLE THE TRAIN PASSED OVER

JACOB (V.O.) (CONT'D)

I wanted to believe taking Walter’s

knife didn’t make a difference. But

still. I left him without a

fighting chance. Maybe they

survived. Maybe they were tossed

over grassy land...I couldn’t let

myself believe what I already knew.

Jacob falls apart, crying without shame.

114.

EXT. CIRCUS GROUNDS - ALTOONA, PA - LATE MORNING

A sunny day. The circus is completely set up. Townsfolk, rubes, are already buying tickets for the matinee.

JACOB (V.O.)

I waited almost til matinee time so

I could let myself be seen by as

many people from town.

EXT. RING STOCK CAR - CONTINUOUS - ALTOONA, PA - LATE MORNING

Jacob opens the ring stock car and jumps out, holding Queenie. He hasn’t slept all night.

As he walks through the circus grounds, working men like Greg and performers like Barbara are shocked to see him alive.

With a fool’s courage, he brazenly walks past Blackie and his men, cutting a path through performers and working men, right up to August, who stands with Earl at his side. He is dressed and ready for the matinee’s performance.

Jacob stops and they exchange looks. August glances at Queenie in Jacob’s arms. He says nothing.

JACOB

I’m not here to cause any trouble.

I’m leaving.

AUGUST

Funny, I thought you already left.

JACOB

I’d like to say goodbye. To the

menagerie. Just a few minutes and

then I’ll go.

August’s eyes narrow. Earl waits for the outcome.

JACOB (CONT'D)

There’s nothing more you can do to

me. Killing me’ll be more trouble

than it’s worth, now that the rubes

have seen me. You were right about

me from the start August, when you

said I wouldn’t last...I can’t

survive here...

(Then)

I am nothing.

115.

August feels victorious and therefore benevolent.

AUGUST

Earl, take him to the menagerie.

Thirty seconds. Then escort him out

of my circus, into Altoona. And if

he comes back, you can shoot him,

as that is within our lawful rights

with regards to trespassers.

August walks away. Earl escorts Jacob to the menagerie. On the way, they pass Barbara. Jacob pauses to hand Queenie to her. She has tears in her eyes. Jacob continues with Earl.

INT. MENAGERIE TENT - MOMENTS LATER - ALTOONA, PA - DAY

Jacob enters alone. He takes in all the animals who look back at him. He crosses to Rosie and stands before her. Her trunk greets him, stroking him. He presses his head against her.

Rosie comforts him. It makes Jacob fall apart all the more...

After a few moments, Jacob turns and walks away. He stops in the center of the menagerie. He looks at each animal in their den - in the same way as when he first met them - this time saying goodbye.

Each animal is at the front of it’s den or cage, looking at Jacob. There is a silent exchange between them. Earl enters.

EARL

Come on kid.

When Jacob starts to exit again, something happens: ALL THE ANIMALS BEGIN BANGING AGAINST THEIR CAGES AND SHAKING

THEIR BARS OR STOMPING THEIR FEET, SCREECHING OR ROARING OR

BELLOWING, AS IF IN PROTEST OF THEIR JACOB’S DEPARTURE.

The lock on Rex’s cage busts a little as he rams against it.

EXT. SIDESHOW TENTS/MIDWAY - ALTOONA, PA - DAY

As Earl escorts Jacob, they walk against the tide of audience members walking to the Big Top entrance. Earl speaks low.

EARL

It’s good you’re going. They must

have known you got back on the

train last night. He tossed more

than half a dozen working men.

(MORE)

116.

EARL (CONT'D)

Kinkers never get tossed. Never. So that was meant for you.

We hear the GOUNOD WALTZ starting in the Big Top.

EARL (CONT'D)

A few of the guys that got tossed

caught up with us again.

JACOB

Walter! Is he---?

Instantly, Earl’s expression tells Jacob it’s bad news.

Jacob’s breathing almost stops as he listens; EARL

Keep walking...They got tossed off

the trestle, if you can believe it.

Camel’s head hit the rocks. He died

right away...

Jacob is heartbroken and dreads what he’s about to hear. Earl pauses for a beat...this part is harder to tell: EARL (CONT'D)

...Walter...Walter’s legs were

smashed up real bad..They had to

leave him.

(Beat)

They don’t reckon he lasted the

night.

Jacob is in shock. He can barely walk on...

EARL (CONT'D)

The ones that came back...Bill...

Grady.. I don’t know how but, one

way or another they’re taking down

August tonight.

Hearing this, Jacob stops to face Earl.

JACOB

Why are you telling me?

Earl can not find the words: it’s clear the killing of these men does not sit well with him.

SUDDENLY, WE HEAR THE BIG TOP MUSIC COME TO A CRASHING HALT, FOLLOWED BY AN UNGODLY COLLISION OF BRASS THAT FINISHES WITH

A CYMBAL’S HOLLOW CLANG.

Earl shifts his focus - he’s alarmed.

117.

JACOB (CONT'D)

Earl, what was that?

All the performers and work men on the midway are on alert.

WE HEAR THE BIG TOP BAND START PLAYING AGAIN...THIS TIME IT’S

“STARS AND STRIPES FOREVER”.

EARL

Oh Christ! Oh Shit...

Earl runs back towards the Big Top.

JACOB

What is it?

EARL

The Disaster March!

Everyone with the show barrels towards the Big Top when Greg appears amongst them and calls to Jacob: GREG

JACOB! IT’S THE MENAGERIE!! THE

ANIMALS ARE LOOSE.

JACOB RUNS THROUGH THE PANICKED CROWD, THE GROUND RUMBLING

BENEATH HIS FEET...THE SOUNDS OF HOOVES ON HARD DIRT.

INT. MENAGERIE TENT - CONTINUOUS - NIGHT

Jacob shoots through the tent flap and is immediately flung up against the sidewall as:

THE YAK THUNDERS PAST HIM, HIS HORN INCHES FROM JACOB, THE

HYENA ON HIS BACK. Jacob looks to the menagerie and faces; A FULL FLEDGED STAMPEDE:

- ALL THE ANIMAL DENS ARE OPEN.

- CREATURES OF EVERY SORT...CHIMP, ORANGUTAN, LLAMAS, ZEBRA, LION, GIRAFFE, CAMEL AND HORSES... RUN IN A MAD TERROR AS

THEY SCREECH, SCREAM, SWING, WHINY AND ROAR...

- MONKEYS ARE SWINGING ON ROPES, SLITHERING UP POLES

- THE CENTER CONCESSION STAND IS CRUSHED UNDER FOOT.

- A TOWERING POLAR BEAR SLASHES WITH HIS SKILLET-SIZED PAWS, MAKING CONTACT WITH THE LLAMA, KNOCKING IT FLAT.

118.

Jacob is scanning the tent for Marlena when:

- THE ORANGUTAN RUNS THROUGH THE STAMPEDE DIRECTLY TO JACOB

AND CLUTCHES ONTO JACOB’S LEG. JACOB MOVES TO PICK HER UP

WHEN BOBO SWINGS FROM A ROPE AND JUMPS ONTO JACOB’S BACK.

Jacob manages to hold Bobo in one arm and the Orangutan in the other as his eyes sweep the tent, searching for Marlena: Then Jacob sees - THE PANTHER MAKES IT’S WAY THROUGH THE

CONNECTED WALKWAY TO THE BIG TOP AUDIENCE.

- SECONDS LATER, AUDIENCE SCREAMS OF TERROR ARE HEARD. THE

CROWD EXPLODES THROUGH THE BIG TOP, TRAMPLING OVER FELLOW

AUDIENCE MEMBERS...THEY CHARGE INTO THE MENAGERIE ONLY TO

FACE THE STAMPEDE..

- THE MASS OF ANIMALS CHANGE DIRECTIONS AND THERE IS AN INTER-SPECIES FLOCK; LIONS, LLAMAS AND ZEBRAS RUNNING SIDE BY SIDE

WITH THE CHIMPS AND ORANGUTANS..A HYENA SHOULDER TO SHOULDER

WITH A TIGER...TWELVE HORSES AND A GIRAFFE WITH A SPIDER

MONKEY ON IT’S NECK...THE POLAR BEAR NOW ON ALL FOURS, CHARGING...ALL OF THEM HEADING FOR THE CROWD OF PEOPLE...

- THE CROWD SHIFTS, RIOTING BACK INTO THE BIG TOP. CLOGGING

THE ENTRANCE...PEOPLE BANGING ON THE BACKS OF THOSE IN FRONT

OF THEM..

- THE CLOG BURSTS. PEOPLE AND ANIMALS FLEE IN EVERY

DIRECTION...

- A BENGAL TIGER FORCES ITSELF BETWEEN A WOMAN’S LEGS, SWEEPING HER TO THE GROUND...

Searching and dodging animals, Jacob sees a flash of pink sequins. He sees August with Marlena standing beside him, in front of Rosie.

JACOB

MARLENA!

Marlena sees Jacob and makes a run for him, but August quickly grabs her arm and flings her to the ground. She falls out of view from Jacob.

Jacob runs to them, dodging the fleeing animals, when suddenly: A BULL HOOK FLIES FROM OUT OF THE AIR ACROSS THE

ANIMALS AND PIERCES JACOB’S SHOULDER. He cries out.

Rosie cries out. She begins to stamp her feet. Marlena lies with her face in the dirt, crawling beneath the ropes to get under Rosie for safety.

119.

August pulls Jacob with a new bull hook, tossing him the ground. August glares at him, his eyes full of rage; AUGUST

YOU! YOU DID THIS!!

He attacks but Jacob dodges the next blow, grabbing onto the bull hook and twisting it with such strength, it topples August who refuses to let it go...

JACOB AND AUGUST FIGHT SAVAGELY, AMIDST THE STAMPEDE. Like madmen fighting with the intention to kill.

Jacob unleashes a rage and a strength we have yet to see in him, as he beats August without mercy...

But August manages to overpower Jacob, unleashing his own maniacal fury. By taking advantage of the bull hook wound, August gets Jacob into a death grip around his neck.

Marlena screams out, unable to help as animals stampede around the two men locked in combat.

Only Rosie, who towers above them, knows what to do.

Jacob, choking under August’s grip, looks up at Rosie. She raises her trunk to smile at him. Jacob looks down and sees that ROSIE’S STAKE HAS BEEN PULLED OUT OF THE GROUND.

Jacob fights August to breathe as Rosie reveals she is holding the stake loosely, resting it’s end on the dirt. The chain still attached to her foot.

Jacob flips himself which forces August to turn his back on Rosie in order to keep his grip on Jacob.

Marlena covers her head in her arms, not wanting to see.

Jacob can not breathe..August is squeezing the life from him as:

Rosie lifts the stake as if it weighs nothing and brings it down onto August, splitting his head in one clean move. She continues to hold the stake until August topples forward, dead, his skull opened like a hardboiled egg..

Released of August, Jacob rolls himself under the ropes just before:

A HERD OF ZEBRAS RUN PAST, CRUSHING AUGUST BENEATH THEM.

120.

Rosie then slides the stake back to the ground. Marlena, head hidden under her arms, sees nothing. The menagerie is clear of the stampeding animals.

Marlena lifts her head up from beneath her arms, remaining under Rosie. She sees August lifeless body. She looks to Jacob. He rises, bloodied and beaten, but alive.

WIDE ANGLE: The empty menagerie except for: Jacob standing, Marlena under Rosie and the two monkeys inspecting August’s dead body.

EXT. RESTAURANT - ALTOONA, PA - DAY

The polar bear is walking calmly down main street.

JACOB (V.O.)

It took days to round them up. Some

we never did get back.

INT. HOUSE - CHILDREN’S ROOM - ALTOONA, PA - DAY

Two Children are delighted that a GIRAFFE is eating from their second story window.

INT. RESTAURANT - ALTOONA, PA - DAY

Camera discovers a DISHWASHER and REX THE LION, both quivering, huddled opposite each under beneath a sink.

JACOB (V.O.)

I don’t know who was more scared -

the rubes or the animals.

EXT. NESCI BROS. TRAIN - CIRCUS GROUNDS - ALTOONA, PA - DAY

THE NESCI BROS. CIRCUS TRAIN is pulling up alongside the

“ghost town” of the Benzini Bros - the ruins of the circus are highlighted by strong winds blowing up dust and dirt.

JACOB (V.O.)

When the Nesci Bros. Circus showed,

we were officially belly up.

A MAN SCREAMS after unrolling a canvas and making a discovery inside. A crowd forms. When Jacob reaches it, he sees: BLACKIE, DEAD, WITH A MAKESHIFT GARROTTE AROUND HIS NECK.

121.

INT. MENAGERIE TENT - ALTOONA, PA - DAY

DICK NESCI and the Sheriff fight with Jacob over Rosie...

SHERIFF

...These animals are now the

property of Altoona and we’re here

to sell them to Mr. Nesci.

JACOB

Not all of them! Some of these

animals are mine, like this bull.

DICK NESCI

Do you have any proof?

Jacob is stalled. Greg appears.

GREG

He’s right. He’s just an elephant

tramp. The bull is his.

JACOB

You don’t want her anyway. She

can’t do anything. Dumb as a box of

peanut shells.

Skeptical, Dick Nesci steps up to Rosie.

DICK NESCI

What’s her name?

JACOB

Gertrude.

Jacob and Rosie exchange eye contact. Nesci is skeptical.

DICK NESCI

Gertrude! Gertrude, step up! UP!

Rosie blows and swings her trunk, throwing dirt across the people around her.

Dick Nesci takes the bull hook and prods under her leg, ordering her UP! Rosie just swings her ears and sniffs Dick Nesci with her trunk. Then checks his pockets for treats.

Jacob exchanges a look with Rosie.

122.

EXT. CIRCUS GROUNDS - ALTOONA, PA - LATER - DAY.

Jacob is walking Rosie, holding the Orangutan, with Bobo atop Rosie. Through the wind and dust, they look for Marlena.

FROM OUT OF A WALL OF WIND BLOWN DUST APPEARS MARLENA AND SIX

OF HER BLACK AND WHITE HORSES. Marlena looks spent - shocked, relieved, tearful, hopeful. She reaches Jacob.

MARLENA

What happens now?

JACOB

I wish I knew.

Marlena exhausted, eases into Jacob’s arms. It’s over.

WIDE ANGLE: Jacob and Marlena and their animals, as the giant tent of the Benzini Bros. Big Top falls to the ground.

INT. CHARLIE’S TRAILER - PRESENT DAY - NIGHT

Jacob is finishing his story. Charlie is enthralled. The first bottle of scotch is gone. The second half full.

JACOB

I convinced my dean to let me take

my finals. Marlena was right. With

my degree, our animals and

Marlena’s acts, Ringling got a

sweet deal. Our son was born our

first season. We named him Walter.

He spent the first seven years of

his life with Ringling.

(Beat)

That’s why I...I just can’t

understand how he forgot to show up

today.

(His eyes glitter

childlike)

There was a circus in town.

Charlie understands. He looks affectionately at Jacob.

JACOB (CONT'D)

By the time our third son came,

we’d had enough. Rosie was tired.

(Charlie smiles. )

Luckily, the vet at the Albany Zoo

dropped dead, so I got the job.

(MORE)

123.

JACOB (CONT'D)

We bought some property so we could

keep the horses...Rosie...then five

kids...Bobo and that

Orangutan...Never named that

Orangutan. Nothing ever sounded..

elegant enough for her. Just called

her Ma’am.

(Smiles with great joy)

Man oh man that was...that was a

life, boy, I’ll tell ya...

Charlie smiles, appreciating this old man’s big life.

JACOB (CONT'D)

And then before you know it, the

kids are borrowing the car and

moving out. Marlena and I on our

own again...until she passed.

This moment causes Jacob to pause. He still loves her.

JACOB (CONT'D)

I never told Marlena it was Rosie

who got August. I didn’t want her

to know. When Rosie passed on, she

cried for days. I owe that bull my

whole life...my kids, everything..

A KNOCK. Charlie peeks through the window and sees a COP: CHARLIE

It’s the heat.

JACOB

They’re here for me.

Charlie and Jacob exchange a look. Charlie understands.

INT/EXT. TRAILER DOOR - MOMENTS LATER - NIGHT

Charlie opens the door to greet a LOCAL COP.

CHARLIE

Hi Officer, can I help you?

COP

Yes, I’m hoping you can. An elderly

gentleman went missing from the

nursing home down the street. Staff

seems to think he came here.

124.

CHARLIE

We had a lot of folks from the home

today. But no, I haven’t seen him.

The Cop peers past Charlie and sees Jacob.

COP

Excuse me, but who is that?

CHARLIE

(Pause, then)

Oh....that’s my Dad.

The Cop is suspicious. Charlie covers: CHARLIE (CONT'D)

He can’t talk. Had a major stroke a

few years back. But he’s doing

well. Ain’t ya Pop?

Understanding the ruse, Jacob starts to play the part of a stroke victim: he opens his mouth, his jaw quivers. He reaches for his glass with a shaking arm. Charlie helps him.

Jacob holds out his tongue like a parrot’s as Charlie helps him drink. The Cop watches with a blank expression. Jacob swallows and nods speechless, smiles and manages to drool.

Beat. The Cop wonders. Then, pulling out his card: COP

OK, well, thanks for your time.

Here’s my number in case you hear

of anything. Sorry to bother you.

The Cop exits. Charlie returns to sit opposite Jacob. They consider this unspoken proposal:

JACOB

You sure about this?

Beat as Charlie pours another shot. Then: CHARLIE

I wonder if we can get you into the

book of records. “Oldest man who

ever ran away with the circus”.

JACOB

Nah, I’m not running away. Just

coming home.

125.

INT. MENAGERIE TENT - PRESENT DAY - NIGHT

Old Jacob uses his walker to enter the menagerie. He moves to each animal meeting his eyes with theirs. Each animal gives him a look of acknowledgment.

He comes to an ORANGUTAN...younger than the one from his Benzini days. Jacob stops. He steadies himself.

Jacob lets go of the walker and reaches his arm out to the Orangutan’s cage.

The Orangutan studies him for a moment. Judging.

Jacob keeps his arm extended, which isn’t easy for him.

The Orangutan then extends his hand through the bars to Jacob’s hand.

Jacob’s fingers entwine around the Orangutan’s hand. They hold for a moment. Jacob smiles.

JACOB

Thank you, Ma’am.

THE END