FADE IN:

The time is 1959. HOLLY SARGIS, the 15-year-old heroine, sits on her bed, petting her dog. The CAMERA DOLLIES BACK as she talks on VOICE OVER.

HOLLY (v.o.): My mother died of pneumonia when I was just a kid. My father had kept their wedding cake in the freezer for ten whole years. After the funeral he gave it to the yardman... He tried to act cheerful, but he could never be consoled by the little stranger he found in his house. Then, one day, hoping to begin a new life away from the scene of all his memories, he moved us from Texas to Ft. Dupree, South Dakota.

HOLD on FULL SHOT of bedroom.

DISSOLVE TO:

The streets and alleys of Ft. Dupree at dawn. On sound we hear the clucking of DOVES. A garbage truck appears. Details of the mechanisms at the back of the truck.

NEW ANGLE

KIT CARRUTHERS, the hero, a 25-year-old garbageman, kneels beside a dead dog. He inspects it briefly. then looks back at his friend and co-worker, CATO, a stocky man in his forties.

KIT: I'll give you a dollar to eat this collie.

CATO: I'm not going to eat him for a dollar... I don't think he's a collie, either. Some kind of dog.

They drive off.

KIT: Watch your heads.

NEW ANGLE

The truck comes to a stop. Kit bangs on the driver's door.

KIT: Hey. Woody. Gimme a cigarette.

WOODY waves him off. Kit shrugs to Cato.

KIT: Woody wouldn't give me a cigarette. (pause) Ever notice he don't talk much?

Cato agrees with this. They make a terrible racket, with no regard for the sleep of the neighbors.

Holly, whispering some rhyme to herself, twirls a baton in the middle of an empty street.

HOLLY (v.o.): Little did I realize that what began in the alleys and back ways of this quiet town would end in the Badlands of Montana.

Kit tries to sell a passing BUM a pair of shoes.

BUM: Nah. they wouldn't fit.

KIT: How do you know? You hadn't tried them on yet.

BUM: Nah.

KIT: Gimme a dollar for them... Cost twenty new.

The Bum walks off. Kit pitches the shoes to Cato.

KIT: Why don't you see if they fit you?

Cato picks them up and looks at them.

CLOSE ON TRASH CAN

Kit is culling through a trash can, looking for valuables. reading other people's mail, etc.

KIT (o.c.): This lady don't ever pay her bills. She's gonna get in trouble if she doesn't watch out.

Cato, ignoring him, picks up a magazine that is lying in the grass. When the CAMERA returns to Kit, he has stripped off his apron.

KIT: I throwed enough trash for today, Cato.... I'll see you In the morning.

He slaps Cato on the back and walks off. Cato throws a mouldy loaf of bread at his back.

CATO: Catch!

KIT: What do you mean?

He throws the loaf back at Cato.

Kit walks through the deserted alleys of the sleeping town... as the MAIN TITLES APPEAR. He balances a stolen mop on his finger; he stomps a can and looks around to see if anyone has spotted him at this. As the CREDITS end he sees Holly in front of her house twirling her baton. He crosses the street and introduces himself.

KIT: Hi, I'm Kit. I'm not keeping you from anything important, am I?

HOLLY: No.

KIT: Well, I was just messing around over there, thought I'd come over and say hello to you. (smiling) I'll try anything once. (pause) What's your name? I said mine.

HOLLY: Holly.

KIT: Listen, Holly. you want to take a walk with me?

HOLLY: What for?

KIT: Well. I got some stuff to say. Guess I'm kind of lucky that way. Most people don't have anything on their minds, do they?

Holly eyes him suspiciously.

They walk down the middle of the street. Holly has accepted his offer.

KIT: Oh, incidentally, my last name is Carruthers. Sounds a little too much like “druthers,” doesn't it?

HOLLY: It's okay.

KIT: Well, nobody asked me what I thought. They just hung it on me.

Holly breaks the silence that follows.

HOLLY: You still in school?

KIT: Nah, I got me a job.

KIT: Well, I don't mind getting up early, so I got a job throwing garbage... I'm not in love with the stuff, okay.

In the distance we hear Holly's FATHER calling her. She eases off.

HOLLY: That's my father. I got to run.

KIT: Hey. wait a minute. When am I going to see you again?

Holly isn't sure how to reply.

HOLLY: Well, I know what my daddy's going to say.

KIT (o.c.): What?

HOLLY: Can I be honest?

KIT: Sure.

HOLLY: Well, that I shouldn't be seen with anybody that collects garbage.

KIT (o.c.): He'll say that?

HOLLY: Yeah.

KIT (o.c.): Now what's he know about garbage, huh?

HOLLY: Nothing.

KIT (o.c.): There you go.

HOLLY: Well, I mean there's nothing he wants to know about it... I've got to run.

She waves goodbye and runs off. Kit waves back.

Holly walks into the back yard, where her father is working. Half-painted signs lean against the garage.

FATHER: Who was that?

HOLLY: Just some boy.

He throws some paint off his brush onto the ground.

HOLLY: Is that going to kill the grass?

He flicks his brush teasingly at her feet. She retreats to a chair, giggling.

HOLLY: You got some on my feet.

FATHER: What'd he want?

HOLLY: Just wanted to know if we needed any yardwork done... I said no, and for him not to bother us.

Kit is talking with a CLERK inside an employment agency.

CLERK (o.c.): You ever held another job before?

KIT: I used to throw trash for the City.

CLERK: You lost that one?

KIT: Wouldn't be here if I hadn't.

CLERK: What kind of work do you think you would be qualified for?

KIT: I can't think of anything at the moment... I'd like you to write me out a slip, though, proving I came down here.

The Clerk leafs through his papers.

CLERK: Well, I think we could find you something... working cattle over at the pens.

Kit sighs.

KIT: Well. what the hell. Just hope there's a breeze.

The Clerk gives him a slip of paper.

EXT. FRONT PORCH OF HOLLY'S HOUSE

Holly sees Kit approaching the house.

HOLLY (v.o.): He was handsomer than anybody I'd ever met. He looked just like James Dean.

She walks out the front door.

KIT: Hi.

HOLLY: Well, stop the world.

KIT: Quit my job.

HOLLY: Great.

KIT: Just seemed like the right move... Whatcha doing?

HOLLY: Spanish.

KIT (o.c.): How do you say "Quit my Job" in Spanish?

HOLLY: Something mi trabajo.

Kit offers her a cigarette, which she declines.

KIT: Yeah, well, I'm going to work as a cowboy now... Or thinking about it. It's a routine, like anything. What do you think?

HOLLY: I don't know.

He pulls himself up onto the bannister beside her.

KIT: Well, at least nobody could get on me about wearing these boots any more.

She watches him intently. This makes him uncomfortable.

KIT: You want to go for a ride?

HOLLY: Well, I got homework.

KIT (o.c.): Bring it along.

His forwardness surprises her.

EXT. DOWNTOWN STREET IN FT. DUPREE

They are walking through the downtown area. Kit kicks a paper bag that someone has discarded on the sidewalk.

KIT: Somebody dropped a bag on the sidewalk.

She appears nervous about being seen alone with him.

KIT: Everybody did that, the whole town'd be a mess ... Hi.

He greets a passing stranger.

KIT: You're a redhead.

HOLLY: I know.

KIT: Anybody ever call you "Red"?

HOLLY: Yeah, but I don't like it.

KIT: Why not?

HOLLY: Just don't... I've got a headache.

KIT: Yeah?

He steers her toward his car, a customized Mercury. As she gets in, he asks her:

KIT (o.c.): Can I come around and see you tomorrow?

HOLLY (startled): Okay.

EXT. FEEDLOT - SERIES OF ANGLES

We see Kit at work at the feedlot. throwing hay to the cattle, feeding them pills, etc.

HOLLY (v.o.): Kit went to work in the feedlot while I carried on with my studies. Little by little we fell in love... As I'd never been popular in school and didn't have a lot of personality, I was surprised that he took such a liking to me, especially when he could've had any other girl in town if he'd given it half a try.

The MONTAGE includes a shot of Holly running toward Kit's car for some rendezvous.

HOLLY (v.o.): He said that I was grand, though, that he wasn't interested in me for sex and that coming from him this was a compliment. Held never met a fifteen-year-old girl who behaved more like a grownup and wasn't giggly. He didn't care what anybody else thought. I looked good to him, and whatever I did was okay, and if I didn't have a lot to say, well, that was okay, too.

EXT. TREE BESIDE RIVER

Kit and Holly are sitting under a tree. playing cards on a blanket. Holly surveys the area.

HOLLY: What a nice place.

KIT (absorbed in game): Yeah, the tree makes it nice.

HOLLY: And the flowers... Let's not pick them. They're so nice.

KIT: It's your play.

SERIES OF ANGLES

Holly's father paints a picture. using a stereopticon to help with his backgrounds. TRACK with Kit driving down a street in his Mercury. Holly sits watching football practice.

HOLLY (v.o.): Of course I had to keep all this a secret from my dad. He would've had a fit, since Kit was ten years older than me and came from the wrong side of the tracks, so called. Our time with each other was limited and each lived for the precious hours when he or she could be with the other away from all the cares of the world.

EXT. UNDERNEATH BLEACHERS

Kit and Holly are necking underneath some bleachers. In the distance we hear the NOISE of the football practice.

HOLLY: My stomach's growling.

KIT: There's an old Fudgesicle over there. You want it?

HOLLY: No.

Kit laughs, and starts her laughing, too.

KIT: Somebody else is going to get it.

HOLLY: I don't care.

KIT: Kids eat that kind of stuff in Korea.

At this her expression turns serious.

SERIES OF ANGLES

Kit in CLOSEUP at a fence in the feedlot, an intense look on his face.

VARIOUS ANGLES of the cattle in their pens. They look numb and morose.

TIGHT SHOT of Holly necking with Kit.

HOLLY (v.o.): In the stench and slime of the feedlot, he'd remember how I looked the night before, how I ran my hand through his hair and traced the outline of his lips with my fingertip. He wanted to die with me, and I dreamed of being lost forever in his arms.

EXT. HOLLY'S BACK YARD

TIGHT SHOT of Holly's pet catfish in a bowl.

CUT TO WIDE SHOT of Holly with gloves on carrying the fish through the garden in back of her house. She looks around warily, then throws it out among the melons.

HOLLY (v.o.): The whole time, the only thing I did wrong was throwing out my fish when he got sick. Later I got a new one, but this incident kept on bothering me and I turned to Kit.

EXT. STREET

Kit and Holly walk down a sidewalk in the residential part of town. Kit is consoling her about the fish.

HOLLY (v.o.): I didn't mind telling Kit about stuff like this, cause strange things happened in his life, too, and some of the stuff he did was strange.

EXT. FEEDLOT

Kit steps on top of a dead cow, as though to convince himself that it is dead.

HOLLY (v.o.): For instance,. he faked his signature whenever he used it, to keep other people from forging important papers with his name...

INT. HOLLY'S BEDROOM - NIGHT

The CAMERA DOLLIES BACK to reveal Kit lying in bed. His attitude suggests that this is a scene of her fantasy.

HOLLY (v.o.): And as he lay in bed, in the middle of the night, he always heard a noise like somebody was holding a seashell against his ear. And sometimes he'd see me coming toward him in beautiful white robes, and I'd put my cold hand on his forehead.

EXT. RIVERBANK

Kit puts on his jacket and heads down a riverbank to the edge of the water. Holly comes into view, buttoning her blouse.

HOLLY: Did it go the way it 'uz supposed to?

KIT: Yeah.

HOLLY: Is that all there is to it?

KIT: Yeah.

Her questions make him uncomfortable.

HOLLY: Gosh, what was everybody talking about?

KIT: Don't ask me.

Silence.

HOLLY: Well. I'm glad it's over... For a while I was afraid I might die before it happened... Had a wreck, some deal like that.

Kit points to an uprooted tree lying in the water a hundred feet away.

KIT: You see where that tree fell in the water?

He climbs back up the bank.

HOLLY: Yeah... The river must've washed the roots away... You don't care about anything I say, though.

DISSOLVE TO:

EXT. NEIGHBORING AREA

Holly walks down the bank of the river. Kit falls in behind her, carrying a large stone. The CAMERA DOLLIES with them.

KIT: You know what I think?

HOLLY: What?

KIT: That we should crunch our hands with this stone. That way we'd never forget what happened today.

HOLLY: But it would hurt.

KIT: Well, that's the point, stupid.

She gives him a cold look.

HOLLY: Don't call me stupid.

KIT: Okay, but I'm going to keep it for a souvenir...

He throws it awav and picks up a smaller one.

KIT: Or maybe one that's lighter.

He walks over to the car. A bridge is visible in the distance.

EXT. FIELD

Kit releases a large red balloon into the evening sky. A small basket is fixed to the bottom of the balloon.

HOLLY (v.o.): Kit made a solemn vow that he would always stand beside me and let nothing come between us. He wrote this out in writing, put the paper in a box with some of our little tokens and things, then sent it off in a balloon he'd found while on the garbage route. (pause) His heart was filled with longing as he watched it drift off. Something must've told him that we'd never live these days of happiness again, that they were gone forever.

DISSOLVE TO:

EXT. CATTAILS

Holly's dog bounds through a stand of cattails. Holly speaks angrily to her father, who walks toward the dog with a gun. We do not hear their voices, only music. He shoots the dog and Holly runs off in horror.

HOLLY (v.o.): Then, sure enough, Dad found out I'd been running around behind his back. He was madder than I'd ever seen him. As punishment for deceiving him, he went and shot my dog.

EXT. BRIDGE

Holly's father drags a duffel bag out of his truck and dumps it over the side of a bridge, into a river. It goes under briefly, then bobs to the surface. The current takes it off.

DISSOLVE TO:

EXT. MUSIC SCHOOL

Holly sits in the second-story window of a music school.

HOLLY (v.o.): He made me take extra music lessons every day after school and wait there till he came to pick me up. He said that if the piano didn't keep me off the streets. maybe the clarinet would.

DISSOLVE TO:

EXT. BILLBOARD

Kit approaches Holly's father, who is hard at work, painting a billboard along a deserted stretch of road. Kit is eating a peach.

KIT: Sure is pretty.

FATHER: What'd you come out here for?

KIT: I wasn't aware there was any law against it.

Kit sees that this kind of talk will not do. He is silent for a moment, then throws the peach away.

KIT: You know Holly... well. she means a lot to me, sir.

Holly's father goes solemnly about his business.

KIT: You know, before I met her, nobody could ask me how I was doing with my girl. Matter of fact, I didn't really have one.

FATHER: Is that right?

KIT: Yeah.

Kit walks off a few paces and leans against the father's truck.

KIT: It okay me leaning on your Willys here?

Holly's father does not answer.

KIT: Listen. I got a lot of respect for her, sir. (pause) That's about as good a one as I know to tell you.

FATHER: Well, it's not good enough. (pause) Just what do you think would happen to her if she stuck around with you, Kit? Guy like you.

KIT: She'd get along okay. And if she didn't, well, she could take off, just take off, (and) I wouldn't mind... I'd always tell people I deserved it.

Holly's father comes to his feet and fixes Kit in the eye.

FATHER: You get out of here. I don't want you hanging around any more. You understand?

He lets these words sink in, then returns to his seat.

FATHER: (shaking his head) You're something.

Kit waves goodbye.

KIT: Takes all kinds, sir.

He walks to his car, looking back once.

SERIES OF ANGLES

LONG SHOT of father at work at billboard. Kit approaches Holly's house, collects the evening newspaper from the sidewalk, and knocks on the front door. Holly's father picks her up from a park outside the music school. Kit, when he gets no answer, enters the house. The jeep, with Holly and her father, rumbles down a residential street.

INT. HOLLY'S HOUSE

Kit is going through Holly's dresser, throwing her things into a suitcase. A pistol is visible in his back pocket. Suddenly, Holly's father appears in the dresser mirror, standing at the end of the hall outside the bedroom.

Kit walks forward to greet him. The CAMERA DOLLIES with him.

KIT: Hi.

FATHER: What're you doing?

KIT: I've got a gun here, sir. It's always a good idea to have one around.

Kit draws the pistol. He is shaken, though he must have seen this coming.

FATHER: What do you think you're doing? Go on, get out of here.

KIT: Well, I got it all planned... and I'm taking Holly off with me.

He looks at Holly, who has appeared on the landing, uncertain what her reaction to all this will be.

FATHER: Okay, boy, I'm turning you over to the authorities.

Kit steps forward as Holly's father starts down the stairs.

KIT: What for?

FATHER: For coming onto my property... With a gun.

KIT: No, you're not either.

FATHER (o.c.): Yeah? Why not?

KIT: Cause I can't allow it.

Holly's father stares at him for a moment, then continues down the stairs. Kit starts forward.

KIT: Hey... Hey, wait a minute.

His shout arrests Holly's father at the bottom of the stairs.

KIT: Suppose I shot you. How'd that be? Huh?

Holly's father does not move.

KIT: You want to hear what it sounds like?

He fires a shot into the stairs. The report is deafening in the enclosure of the stairwell. They exchange looks. Kit's breathing is heavy.

INT. LIVING ROOM

Holly's father turns and walks into the living room. Kit rushes down the stairs. Holly shouts his name.

KIT: Hey, where you going?

He fires two shots into Holly's father, who slowly sinks to the floor. Kit unlimbers his shoulder. Holly rushes down the stairs to her father's side.

HOLLY: Daddy... This is Holly... Are you going to be okay?

Her father does not respond. She looks back at Kit, who avoids her gaze. She gets to her feet and walks nto the kitchen. Kit follows her.

INT. KITCHEN

Kit closes the back door to the house.

KIT: I came in the front.

HOLLY: How bad off is he?

KIT (o.c.): I can look and see.

HOLLY: We better call the doctor... Listen. I'll say how it happened, part I saw.

KIT (sighs): Well... I don't think that'd work.

This startles Holly.

INT. LIVING ROOM

Kit touches the father's heart.

KIT: He don't need a doctor.

He walks back into the kitchen.

HOLLY: Are you sure?

KIT: You don't believe me, see for yourself.

Holly stares at her father.

DISSOLVE TO:

EXT. HOLLY'S HOUSE - DUSK

LOW ANGLE of Holly's house silhouetted against the evening sky. On sound the NOISE of CICADAS.

INT. CELLAR

Kit drags Holly's father into the cellar. sets him down gently, then eases out of the room, taking a discarded toaster with him.

INT. KITCHEN - NIGHT

Kit comes up the steps from the cellar. Holly stands at the drainboard.

KIT: I found a toaster.

He sets down the toaster and walks over to Holly's side.

KIT: Listen, honey. I don't want to...

She slaps him across the forehead. He walks into the now darkened living room, and sits down at the piano. After a moment Holly follows him.

INT. LIVING ROOM ~ NIGHT

Holly sits down on the sofa across from Kit.

HOLLY: Listen, maybe we ought to tell somebody about this.

KIT: You said that once already... Too late now.

HOLLY: Why?

KIT: They're not going to listen to me. You either. Are you kidding?

A silence follows.

HOLLY: Suppose the neighbors heard the noise?

KIT: Wouldn't be funny... Listen, I'll be back in a while.

He gets up and heads for the front door.

KIT: Oh... You want to call the police, that's fine. Just won't be so hot for me.

There are tears in Holly's eyes now. They exchange looks as Kit opens the front door. Then he leaves. Holly settles back on the couch.

EXT. HOLLY'S HOUSE - NIGHT

The house by night.

INT. HALLWAY AND BEDROOM - NIGHT

Holly comes up the stairs, smoking a cigarette. She walks to her bedroom window. The CAMERA DOLLIES with her. Outside, under the street lamp, she can see two boys trading secrets.

INT. TRAIN STATION - NIGHT

Kit puts fifty cents into a gramophone booth. He clears his voice as the machine whirs Into operation.

KIT: My girl Holly and I have decided to kill ourselves, same way I did her dad. Big decision huh? Well, the reasons are obvious, and I don't have time to go into them right now... One thing, though... He was provoking me when I popped him. That's what it was like, a POP.

Inserts of the booth's mechanism: a light panel measuring off the seconds and the needle on the record.

KIT: Course nobody's coming out of this thing happy, especially not us. You can't deny we've had fun, though. Which is more than I can say for some.... Mmmm. that's the end of the message. I run out of things to say... Thank you.

He gets these last words in just as his time is up. He gets the record and steps outside the booth, into the lobby of a train station.

DISSOLVE TO:

INT. HOLLY'S LIVING ROOM - SERIES OF ANGLES - NIGHT

Kit slams a ten-gallon can of gasoline down on the piano bench, opens it and begins pouring it out over the interior of the house, kicking aside everything that comes in his way.

EXT. REAR OF HOUSE - NIGHT

Holly comes out the screen door at the back of the house, carrying a suitcase and a painting. Kit appears with a lamp on an extension cord. He sets it down beside a victrola he has set up on a table outdoors. He puts the needle on the record he recorded earlier. Holly watches him as she retreats to the car.

HOLLY (v.o.): Kit left a record playing over and over for the District Attorney to find. He was gambling for time.

Kit unplugs the lamp, lights a book of matches and pitches them into a puddle of gas. The back porch of the house explodes into flame. Kit runs to the car with the lamp, caught off guard by the force of the flames. They drive off.

INT./EXT HOUSE ON FIRE - SERIES OF ANGLES - NIGHT

Various objects around the house burst into flames: a picture we saw on the stairs. some peacock feathers, a cantaloupe and a pomegranate left on the kitchen table, the living room, Holly's bedroom, the bed itself, a doll on the bed, an A&W Root Beer sign outside the house, a water can, flames swirling out the front of the house. Holly's father in CLOSEUP in the cellar, sheet music lifting off the piano. etc. At length the CAMERA PANS over the charred frame of Holly's bed. Outside a fireman moves with a flashlight through the embers of the house.

INT. SCHOOL CORRIDOR

Holly collects her books from a locker at her school and walks anxiously down a corridor towards the exit.

HOLLY (v.o.): Kit made me get my books from school, so I wouldn't fall behind. We'd be starting a new life, he said. and we'd have to change our names. His would be James. Mine would be Priscilla. We'd hide out like spies, somewhere in the North, where people didn't ask a lot of questions.

EXT. SCHOOL - DAWN

Holly breaks into a run as she comes through the front door of the high school. Kit waits for her at the car. There is nobody else in sight.

HOLLY (v.o.): I could of snuck out the back or hid in the boiler room, I suppose, but I sensed that my destiny now lay with Kit, for better or for worse, and that it was better to spend a week with one who loved me for what I was than years of loneliness.

She gets into the car and they drive off.

INT. MERCURY - DAWN

Kit studies Holly for signs of her mood.

KIT: How you doing?

HOLLY (neutrally): I'm fine. Kind of tired.

KIT: Yeah, me too.

The car sails down a quiet street.

DISSOLVE TO:

EXT. RIVER

The CAMERA DOLLIES with a tree floating down a swollen river. Cottonwood trees cover the far bank.

HOLLY (v.o.): We hid out In the wilderness,down by a river in a grove of cottonwoods. It being the flood season we built our house in the trees, with tamarisk walls and willows laid side by side to make a floor. There wasn't a plant in the forest that didn't come in handy.

CLOSEUPS OF PLAIQTS - SERIES OF ANGLES

Details of the cottonwoods, willow and tamarisk. Music continues under.

EXT. TREEHOUSE - SERIES OF ANGLES

Details of Kit and Holly building the treehouse. Kit pounds a log into place wi h a tomahawk; Holly scrapes the bark off a log with a piece of flint; Kit weaves tamarisk branches through the frame of the house. This MONTAGE ends with a PAN DOWN the four stories of the completed treehouse.

HOLLY (v.o.): We planned a huge network of tunnels under the forest floor, and our first order of business every morning was to decide on a new password for the day. ow and then weld sneak out at night and steal a chicken or a bunch of corn or some melons from a melon patch... Mostly. though, we just lay on our backs and stared at the clouds and sometimes it was like being in a big marble hall. the way we talked in low voices and heard the tiniest sound.

INT. TREEHOUSE

The CAMERA PANS off Holly's painting, a Maxwell Parrish, onto Kit asleep with his pistol beside him. then onto Holly under a quilt with a box of shells beside her. Her hand quivers once.

EXT. TREE TOPS

Kit lifts an egg out of a bird's nest at the top of a tree. He drops it down to Holly, fifty feet below.

HOLLY (v.o.): They hadn't found but one set of bones in the ashes of the house. so we knew they'd be looking for us. Kit made sure we'd be prepared.

EXT. TRAIL - SERIES OF ANGLES

Kit cuts a piece of twine that lies across a trail, whereupon a ball full of spikes comes swinging down out of the trees. with lethal force. Kit ducks out of the way. We next see Kit with a dew ag around his forehead, running laps through the woods as part of his training. He exhorts himself to greater effort.

HOLLY (v.o.): He gave me lectures on how a gun works, how to take it apart and put it back together again. in case 1 had to carry on without him. He said that if the Devil came at me, I could shoot him with a gun.

EXT. TAMARISK

Holly struggles through the undergrowth witha yoke over her shoulders, carrying wood back to the teahouse.

HOLLY (v.o.): One day, I carried thirty pounds of wood a distance of five miles. Another day, while hiding in the forest, I covered my eyes with makeup, to see how they'd come out.

TIGHT ON HOLLY'S EYES

Holly has made her eyes up with mascara.

EXT. FRONT OF TREEHOUSE

Kit and Holly dance the stroll to the sound of Mickey and Sylvia on their Zenith portable. Holly shows a better sense of rhythm than Kit.

EXT. MUD FLAT BESIDE RIVER - DUSK

Kit lifts a fish out of the river with a crude device like a lacrosse net. Holly sits on the bank In the b.g. The fish wriggles out of the net and falls back In the water. Kit struggles in vain to retrieve it.

HOLLY (v.o.): We had our bad moments, like any couple. Kit accused me of only being along for the ride,while at times I wished he'd fall in the river and drown, so I could watch.

Kit throws his net down in disgust, partly at Holly.

KIT: Take a break. Red... Life of Riley, huh?

Holly ignores him as he walks off down the flat.

HOLLY (v.o.): Mostly. though. we got along fine and stayed in love.

EXT. FRONT OF TREEHOUSE

Holly, in curlers, walks over to where Kit is shaving.

HOLLY: One of the chickens died last night.

She pats a little water on her face, dries it with a burlap towel, picks up a hatchet and walks off into the forest to cut the morning's firewood.

HOLLY: I almost stepped on him.

EXT. UPPER DECK

Holly sits on the upper deck of the treehouse, reading Kon-Tiki aloud to Kit.

HOLLY: "The Kon-Tiki in motion was a little different from what it usually was in such conditions. We had become sensitive to changes in the rhythm of the logs. I thought at once of suction from the coast, which was drawing near, and was continually out on the deck and up the mast..."

KIT: He was nervous.

Holly looks at him for a moment, trying to understand the meaning of this interruption, then resumes:

HOLLY: "Time passed. At dawn, just before six, Torstein came hurrying down from the masthead. He could see a whole line of small palm-clad islands far ahead..."

EXT. RIVER

Holly walks down the edge of the river, fresh from her bath. wrapped in a white sheet. The river is raging, with white caps visible in places.

EXT. FOREST

A strange animal, not a deer or a horse, but like them, moves languidly through the thick of the forest. Holly puts down her binoculars, amazed.

HOLLY (v.o.): I grew to love the forest. The cooing of the doves and the hum of dragonflies in the air made it always seem lonesome and like everybody's dead and gone...

EXT. CROW'S NEST

Kit sits in the crow's nest at the top of the treehouse, browsing through a copy of National Geographic. amused by what he sees, looking around to find somebody he can share it with.

HOLLY (v.o.): When the leaves rustled overhead, it was like the spirits were whispering about all the little things that bothered 'em.

TIGHT ON SLIDES

An array of stereo slides is spread out on the leaves of the forest floor. Holly puts one in her stereopticon and studies it. Kit greets her as he walks by with a log over his shoulder.

HOLLY (v.o.): One day, while taking a look at some vistas in Dad's stereopticon, it hit me that I was just this little girl, born in Texas, whose father was a sign painter and who had only just so many years to live ...

TIGHT ON SLIDES

With each of her thoughts a slide appears: a canal in Brazil, a camel boy in front of the Great Pyramid. some cows standing in a fjord with a steamship in the distance, a mother with her child, a woman playing the piano as another woman looks on, a family on a lawn, a soldier in a wheatfield whispering something into his girlfriend's ear.

HOLLY (v.o.)... It sent a chill down my spine, and I thought: Where would I be this very moment if Kit had never met me? ... Or killed anybody? This very moment... If my Mom had never met my Dad? If she'd of never died?... And what's the man I'll marry going to look like? What's he doing right this minute? ... Is he thinking about me now, by some coincidence, even though he doesn't know me? Does it show on his face?

EXT. RIVER

Kit is fishing with his crude net. He stops briefly to watch a truck passing down the highway In the distance, then goes back to work. This stretch of river seems dangerously close to civilization.

HOLLY (v.o.): For days afterward I lived in dread. At times I wished I could fall asleep and be taken off to some magical land, but this never happened.

Kit, frustrated draws his pistol from his back pocket and looks around for the fish that has been eluding him. He does not see, as we do, a MAN watching him from across the river. He fires at the fish. misses it and fires again. The Man across the river hesitates. then moves back into the undergrowth.

DISSOLVE TO:

SERIES OF ANGLES - TREEHOUSE

Holly is off somewhere in the forest. putting on lipstick. Kit sits on watch in the crowls nest, a pair of binoculars close at hand. On sound, over the music, we hear voices whispering to them. Kit sees a movement in the brush. A moment later a figure appears, a hunter, carrying a gun. Kit shouts a code word to Holly. She takes off running, as Kit clambers down the planks of the treehouse and collects his shotgun. He tells her to hide, runs through the woods and dives in a hole, under a cover of leaves. She jumps behind a log. Several shots of the still forest follow, then the hunters appear, a shoulder here. pant leg there. The music ends as one of them cocks his gun. They pass right over the hole where Kit is hiding. Kit rises up slowly, gives them a gentlemanly word of warning, then shoots all three in the back. He checks to see if anybody else is with them, then calls weakly out to Holly.

KIT: Holly!

Holly picks her way through the brush, back to the treehouse.

EXT. TREEHOUSE

They are packed up and ready to leave. Kit slams the trunk of the Mercury.

KIT: Get in the car, Red.

He takes a bird cage off the roof of the car and throws it away.

KIT: We don't need this.

He climbs a ladder, looks In the cabin of the treehouse to see if they've left anything behind, then jumps down. He flips over the wicker hemisphere that covers their rooster. The rooster walks off, free. He surveys the woods, then looks back at Holly, who returns his look and gets in the car.

HOLLY (v.o.)Kit felt bad about shooting those men in the backs. but he said they'd come in like that. and they would've played it as down and dirty as they could, and besides, held overheard them whispering about how they were only interested in the reward money. With lawmen it wouldtve been different. They were out there to get a job done and they deserved a fair chance. But not a bounty hunter.

EXT. BADLANDS - SERIES OF ANGLES

We see a flat expanse of the Badlands. The Mercury appears over the horizon and heads toward a solitary house. A man appears at the door of the house, Kit's friend, Cato.

HOLLY (v.o.): We went to hide out with a friend of Kit's from the days of the garbage route.

EXT. CATO'S HOUSE.

Kit gets out of the car, takes a chicken from the back seat and walks over to face Cato. He keeps a safe distance.

KIT: How you doing, Cato?

CATO: Not bad.

Kit steps forward, rifle in hand, and offers Cato the chicken.

KIT: Take that sombitch.

Cato takes it, a wan smile on his face.

KIT: What you been doing?

CATO: Running this place for a fella in town. Nothing much to speak of.

KIT: Well, I don't notice us hustling trash, either.

Kit walks over to inspect the interior of Cato's house.

KIT: Where'd you get them antlers?

CATO (o.c.): They come with the house.

He refers to a set of deer antlers, mounted over the door. Kit looks inside, then back at Cato.

KIT: Oh, Cato, I want you to meet my girl, Holly Sargis.

Holly smiles and says hello.

EXT. PICNIC TABLE

They sit at a picnic table under a tree, having lunch. Holly is telling a joke at Kit's urging.

HOLLY: Did you hear the one about the guy in the nuthouse that went around naked, with only a hat and gloves on, and this nurse came up to him and said, "Hey, what... You can't walk around that way," and the guy says, "What's the matter? Nobody comes around here." Anyway, the nurse says, "What do you have the hat and gloves on for, then?" And the guy says, "Well, you never know."

Cato bursts into laughter.

KIT: Isn't that funny?

Cato stops laughing. He wants to give Kit the right answer.

CATO: Yeah, I guess.

KIT (o.c.): She plays the clarinet, too.

Holly smiles politely.

HOLLY: Don't you ever get bored around here?

CATO: Sometimes. The other day, though, an old boy was plowing in the field over there, found some old Spanish coins.

KIT: (suspicious): That's what he told you, huh?

CATO (o.c.): No, he showed me one.

HOLLY: What'd they look like?

CATO (o.c.): Kind of round, like so... Gold. I'll show you if you want.

Kit and Holly eye one another. Kit sees the chance to make a fortune here. He is careful to conceal his feelings, though.

KIT: Let me finish my supper.

Holly, big-eyed, bites into an apple.

EXT. FIELD

Kit, Holly and Cato walk out to the field where Cato heard the coins were found. Holly picks up a pot lid.

KIT: We're thinking of going down to Texas. Holly wants to visit some of her people down there, but after that I don't know... They say Mexico's nice.

Cato stops.

CATO: Kit... Maybe I'd better get a shovel.

KIT: Okay.

CATO: I'll catch up with you.

KIT: Okay.

Kit walks out into the field to join Holly. Cato turns back.

HOLLY: I found a lid. It was laying on the ground over there.

KIT: Put that down. It's dirty.

Holly tosses the lid at him. He picks up some dirt clods and starts throwing them at her. She squeals and dodges. CATO watches them for a while, indecisive, then turns and runs.

HOLLY (o.c.): Hey, you're throwing big ones!

Suddenly, Kit spots Cato.

KIT: Cato!

Cato jumps over a trough and comes to a stop in front of his truck, a water tanker.

CATO: The shovel's in the truck.

Kit raises his gun and shoots Cato through the belly. CATO falls, then gets to his feet and stumbles toward the front door of the house. Kit follows him for a while, then skips forward and opens the door for him.

INT. BEDROOM

Cato falls on his bed and rolls over to face Kit. Kit walks in calmly and picks up a photo on the bureau.

HOLLY (v.o.): Kit never let on why he'd shot Cato. He said that just talking about it could bring us bad luck and that right now we needed all the luck we could get.

Kit sets the photo down.

KIT (o.c.): You never told me about her.

He looks under the bed, then walks out the door.

INT. LIVING ROOM

Holly stands near a window. smoking a cigarette. Kit sets his rifle down and surveys the room, which is cluttered with odds and ends.

KIT: Look at all this junk.

HOLLY: How's he doing?

KIT: (shrugging): I got him in the stomach.

Holly sits down.

HOLLY: Is he upset?

KIT: He didn't say anything to me about it.

He takes a drag off her cigarette and gives it back to her. He leafs idly through a catalogue on the table, then walks over to look in the bedroom.

KIT: Bunch of junk.

Inside the bedroom Cato is still conscious, but his breathing is heavy. Kit walks back to Holly's side. HOLLY is looking through the catalogue.

KIT: He stole that cage. I saw him doing it.

Kit wants this to have been an execution, not a murder.

KIT: Whatcha looking in there for? We can't afford any of that.

HOLLY (defensive): Just looking.

INT. BEDROOM

As they bicker in the other room, Cato inspects his face in a mirror.

KIT (o.c.): Why don't you go in there and keep him company for a while?

Holly walks in the door.

HOLLY: Hi.

She sits down.

HOLLY: That your spider in there? in that bottle?

CATO: Yeah.

HOLLY: What do you feed him?

CATO: Oh, flies... grasshoppers when I can catch 'em.

HOLLY: Does he bite?

CATO: He never bit me.

We hear the sound of a car HORN in the distance. HOLLY: turns and looks.

EXT. CATO'S HOUSE

A 1951 Studebaker approaches the house. There are two people inside, a BOY and a GIRL. Kit comes out the front door. The Boy and Girl get out, but seeing Kit, they wait by the car.

BOY: Hi. where's Cato?

KIT: Well, he's gone.

BOY: Gone? ... Where?

KIT: He said not to tell.

BOY (o.c.): Oh yeah?

KIT: Yeah, he said for you to give us a lift into town. You're the ones with the Studebaker, aren't you?

The Boy hesitates a second, then starts for the house.

BOY: Well, I just need to pick up something in the house.

Kit draws his gun.

KIT: No... You go in there, I'll have to kill you.

BOY: What's going on?

KIT: Can't afford to take chances.

The Girl is baffled.

KIT (o.c.): Come on out of there, young lady.

Kit waves them out into the neighboring field with him.

KIT: Let's us step out in this field here.

The Boy raises his hands.

KIT: Nah, skip that... I'm going to have to keep an eye on you, though.

BOY: Okay.

KIT: You don't mind?

Holly steps out the front door and smiles at the girl.

HOLLY: Hi.

EXT. FIELD

Holly and the girl walk through the field toward a storm cellar where the boys are waiting for them. The wind is blowing hard.

GIRL: What's going to happen to Jack and me?

HOLLY: You have to ask Kit. He says frog, I jump.

GIRL: Okay.

HOLLY: What's your friend's name?

GIRL: Jack.

HOLLY: You love him?

GIRL: I don't know.

Holly thinks about this for a moment.

HOLLY: I've got to stick by Kit... He feels trapped.

GIRL: Yeah. I can imagine.

HOLLY: Well, I've felt that way, hadn't you?

EXT. STORM CELLAR

Kit guides the couple into the storm cellar.

KIT: Okay, you two, down in the cellar.

They head down the steps into the cellar, the Girl first. Kit stops the Boy for a moment.

KIT: You promise to stay down there for an hour?

BOY: Yeah.

KIT: You expect me to believe that?

He looks back at Holly, as though to ask whether he should.

BOY: Yeah.

Kit nods and waves the Boy down into the cellar. The Boy disappears. Kit shuts the door.

KIT: I'm going to shut the door.

Kit sticks a pin through the latch, hesitates, then fires two shots down through a seam into the cellar. He retreats to Holly's side. a little surprised at what he did.

KIT: Think I got 'em?

HOLLY: I don't know.

KIT: Well, I'm not going down there and look.

He starts running away from the cellar. Holly follows him. A storm is gathering on the horizon. Kit offers Holly his hand as they run. but Holly does not see this.

INT. CATO'S BEDROOM

Cato lies motionless, on his bed. Holly steps forward and touches him with a yardstick, like a child touching a snake.

HOLLY (v.o.): Suddenly, I was thrown into a state of shock...

EXT. HOUSE AND BOX CAR

Kit, rifle in hand, lumbers out a side door of the house with Cato over his shoulder. He steers for a nearby box car that evidently served Cato as a shed.

HOLLY (v.o.): Kit was the most trigger happy person I'd ever met. He claimed that as long as you're playing for keeps and the law is coming at you, it's considered okay to shoot all witnesses. You had to take the consequences, though, and not whine about it later.

Kit opens the doors of the box car. and dumps Cato inside. Before closing the doors he checks Cato's shoes. to see if they are the ones he gave him. Holly looks on from the side of the house, twenty yards away.

HOLLY: We're in for it now... If they catch us.

Kit looks cornered and defensive. Holly thinks for a moment.

HOLLY: What'd you put him in there for?

KIT (shrugging): Just to keep him out of the sun.

Kit heads out of sight around the rear of the box car. Holly goes back inside. Kit walks up and down the length of the box car, talking under his breath and throwing his rifle from hand to hand, in a state.

DISSOLVE TO:

EXT. COUNTRY ROAD

Kit and Holly travel down a country road in the Studebaker.

HOLLY (v.o.): At this moment I didn't feel shame or fear, but just kind of blah, like when you're sitting there and all the water's run out of the bathtub.

INT. CAR

Kit, driving, turns to Holly.

KIT: You tired?

HOLLY: Yeah.

KIT: Yeah, you look tired... Listen, honey. when all this is over, I'm going to sit down and buy you a big, thick steak.

HOLLY: I don't want a steak.

KIT: Well, we'll see about that... Hey, lookie.

He nods at a wrecked car lying in a ditch beside the road.

KIT: They're probably going to blame that on me, too, bastards.

VIGILANTE MONTAGE - SERIES OF ANGLES - BLACK AND WHITE

Various shots characterizing the Midwest's reaction to Kit and Holly: a deserted street, law officers posing with their guns and ammunition, children walking from class under armed guard, a detective in a trench coat pointing at a pump, a woman calling in her children at dusk, a county official posing with the county records, the court reporter with a book of signatures, vigilantes signing up and being deputized, then riding through the streets of their town in the backs of pickups, a priest among them, etc.

HOLLY (v.o.): The whole country was out looking for us, for who knew where Kit would strike next? Sidewalks were deserted. Stores closed their doors and drew their blinds. Posses and vigilante committees were set up from Texas to North Dakota. Children rode back and forth to school under heavy guard. A famous detective was brought in from Boston. He could find no clues ... My clarinet teacher said I probably wasn't responsible, but others said I was. Then, on Thursday, the Governor of Oklahoma sent out the National Guard to stand watch at the Federal Reserve Bank in Tulsa when word got out that Kit meant to rob it... It was like the Russians had invaded.

EXT. RICH MAN'S HOUSE

Kit and Holly approach a large Victorian mansion. Kit rings the bell.

HOLLY (v.o.): We needed supplies, so we went to a rich man's house. Kit figured it'd be safer and quicker than shopping in the downtown... A maid came to the door.

A MAID opens the door.

KIT: Hi, I come to check the meter. My tools are in here.

He nods at the suitcase he is carrying. The Maid looks at Holly.

KIT: Oh, this Is Holly. She's from Texas.

Kit winks at Holly. The Maid brushes her ears to indicate that she is deaf, then stands back to let them pass.

HOLLY (v.o.): Later we found out she was deaf and we hadn't even known it.

KIT: Excuse me.

They enter the house.

INT. LIVING ROOM

Kit leads the others into the living room. The owner of the house, a RICH MAN, sits in a chair in the corner, reviewing some prints. At the sight of Kit he comes to his feet.

KIT: Hi.

RICH MAN: Yes?

KIT: This your place?

RICH MAN: Yes.

Kit looks around, overwhelmed by the luxury of the mansion.

KIT: Sorry to barge in on you. Anybody else here besides you two?

RICH MAN: No.

The Rich Man is wary. Kit nearly forgets to explain himself.

KIT: Good deal... Oh, uh, we're on the run and we'd like to hang out here for a while. Couple of hours, maybe. How'd that be?

RICH MAN: Stay as long as you like.

TIGHT ON MURAL

The CAMERA PANS across a mural of some pastoral scene.

INT. HOUSE - SERIES OF ANGLES

Holly runs her finger around the lip of a crystal glass. It makes a soft chiming noise. Kit, sitting at the end of a table opposite her, picks up a dinner bell, rings it, then puts It down and regards her solemnly.

KIT: Next time I ring that, it means time to clear out.

Holly, in the next angle, has moved a bust off its pedestal onto the corner of a piano. She thinks better of this and restores the bust to its original position.

Kit sniffs at a glass of sherry, then takes a picture off the mantel and studies it.

Holly, at the other end of the room. tests the comforts of a chair. This done. she moves to another chair and tests it, too. She makes her hand limp. She watches it swing back and forth.

Kit sits in the chair which the Rich Man occupied earlier. He has a thoughtful look on his face. There is a dictaphone on the table beside him.

INT. HALLWAY

Holly takes a cane out of the umbrella rack, looks around furtively, then steps out a side door of the house.

EXT. LAWN

Holly walks down the slope of the lawn.

HOLLY (v.o.): I left Kit in the parlor and went for a stroll outside the house. The day was quiet and serene, but I didn't notice, for I was deep in thought, and not even thinking about how to slip off.

Across the way she can see a long driveway, with a border of lush greenery and a sleepy cat standing in the sun.

HOLLY (v.o.): The world was like a faraway planet to which I could never return... I thought what a fine place it was, full of things for people to look into and enjoy.

INT. LIVING ROOM - TIGHT ON KIT

Kit talks into the dictaphone, recording some advice for young people.

KIT: Listen to your parents and teachers. They got a line on most things, so don't treat them like enemies. There's always a chance you could learn something. (he pauses for a moment) Try to keep an open mind. Try to understand the viewpoint of others. Consider the minority opinion, but try to get along with the majority opinion once it's accepted. (again he pauses) Course Holly and I've had fun, even if it has been rushed, and... so far we're doing fine. hadn't got caught. (annoyed) Excuse the grammar.

He sets down the dictaphone. puts out his cigarette and leans back in his chair, lost in reflection.

INT. COVERED ROOM

Holly enters the room where the Rich Man and his Maid have been put. The furniture and paintings are covered with sheets, suggesting that for some purpose, known only to the family, the room has been set aside.

HOLLY: Hi... Kit's downstairs playing with the dictaphone... Sometimes he acts like there's something wrong with his bean.

She leans against the window. behind the couch where the Rich Man is sitting.

HOLLY: Hope nothing ever goes wrong with mine.

RICH MAN: Think he's crazy, huh?

HOLLY: I don't know... He's kind of odd.

She sits down beside the Rich Man.

HOLLY (shyly): They claim I've got him wrapped around my little finger, but I never told him to shoot anybody.

She looks the room over.

HOLLY: Gosh, I like your house.

RICH MAN: Thank you.

We hear the NOISE of a doorbell.

INT. LIVING ROOM

Kit puts down a copy of the Wall Street Journal and locates his pistol. He starts for the door, then remembers that he moved a picture from the mantel. He puts the picture back in place, checks the chamber of his pistol and leaves the room.

EXT. FRONT OF HOUSE

Kit opens the front door to find a VISITOR on the stoop. The Visitor carries a roll of blueprints under his arm.

KIT: Hi.

VISITOR: Hi... ah, Mister Scarborough here?

KIT: Yeah, but the thing about him, he's down with the flu. He's sick.

VISITOR: Really?

KIT: Yeah. I'd invite you inside, except it's contagious. Don't want to start an epidemic.

VISITOR: No, of course not. It's only that he called last night and asked if I could come by.

KIT: Well, he didn't have it last night.

The Visitor is puzzled by Kit's presence in the house, and even more by his behavior. He takes out a note pad.

KIT: What's that?

VISITOR: Well, I'd like to leave a message, if that's okay.

KIT: Sure.

The Visitor jots something down and hands the note to Kit.

KIT: You have to excuse me now. I have to go back inside. Bye.

Kit closes the door.

INT. STAIRWELL

Kit hides the Visitor's note in a vase and bounds up the stairs to the first landing.

KIT: We're out of here, Tex.

He turns back down the stairs. On a rack at the bottom he finds a hat and coat. He takes them with him.

INT. COVERED ROOM

Kit walks into the room where he left the Rich Man and his maid. He now carries a bag of groceries under his arm,

KIT: Hi, whatcha doing?

RICH MAN: Just thinking.

KIT: Good a way to kill time as any... She okay?

He points to the Maid with his pistol.

RICH MAN: Yes.

KIT: Listen, ah ... We're going to take the Cadillac for a while. How'd that be?

RICH MAN: Fine.

KIT: Don't worry, I won't let her drive.

He means Holly.

KIT (continuing): Oh, and here's a list of everything we borrowed. Car's on there, too.

He gives the list to the Rich Man and signals the Maid to accompany them out.

KIT: Okay, ma'am, let's go . . . come on.

INT. HALLWAY

Kit points the Rich Man and his Maid into a closet.

KIT: You're my friend, aren't you?

RICH MAN: Yes.

KIT: Okay, no monkey business then.

He locks the door of the closet once they are inside, starts off, then remembers something, takes a handkerchief out of his pocket and wipes his fingerprints off the door handle.

KIT: Groceries.

With this reminder he collects his bag of groceries and heads down the hall.

EXT. FRONT PORCH

Kit and Holly come out the front door. Holly wears a shawl over her head as a disguise, Kit wears the outfit he took off the Rich Man's coat rack. He carries his groceries, rifle and a silver trophy he stole from somewhere in the house.

KIT: That guy could sell that list I gave him as a sample of my handwriting.

Holly starts off,

KIT (continuing): Hey, why're you always walking ahead of me?

HOLLY: Well, why you always walking behind me?

Kit grabs the seat of her pants.

HOLLY: Don't.

KIT: Anybody ever done that to you before?

HOLLY: No.

KIT: Positive?

HOLLY: Yes.

KIT: Guess there's no way I'll ever know. For sure.

They round a corner into the garden.

EXT. BACKYARD

They walk down the lawn toward the garage. We the TICKING OF SPRINKLERS off camera.

KIT: That guy must pay through the nose to keep this place up... Lawn, the gas and electric... Bagworms. Plus the upkeep on the cars... Yeah, you get a little money in your pocket, you think all your problems are solved. Well, let me tell you, they're not.

They arrive at the Cadillac. Holly sets down her suitcase and waits for Kit to open the door for her.

Kit, who has forgotten this propriety, hurries back and opens the door. He throws the suitcase in the back, goes around the front of the car and gets in.

HOLLY: I'd like to get out of here.

KIT: Soon as I start the car... and fix my hat.

He adjusts his hat, starts the car and they drive off, past a Rolls Royce Kit has declined in favor of the Cadillac.

EXT. BADLANDS - EXTREME LONG SHOT

The car races across the open prairie.

HOLLY (v.o.): Fearing there'd be roadblocks on the highways, we took off across that area known as the Great Plains. Kit told me to enjoy the scenery, and I did.

INT. CADILLAC

Holly reads to Kit from a movie fan magazine.

HOLLY: "Rumor: Pat Boone is seriously considering giving up his career so he can return to school full-time and complete his education. Fact: Pat has told intimates that so long as things are going well for his career, it's the education that will have to take the back seat."

KIT: I don't blame him.

HOLLY: "Rumor: Frank Sinatra and Rita Hayworth are in love... Fact: True, but not with each other."

Kit chuckles at this, which pleases Holly.

EXT. TELEPHONE POLES

The Cadillac heads overland, along a line of telephone poles that stretches out clear to the horizon.

HOLLY (v.o.): Through desert and mesa, across the endless miles of open range, we made our headlong way, steering by the telephone lines toward the mountains of Montana.

DISSOLVE TO:

EXT. MOUNTAIN

Heat waves rise off the land. A mountain is barely discernible in the distance.

DISSOLVE TO:

EXT. BADLANDS

The Cadillac races through a herd of cows,

HOLLY (v.o.) Kit'd sometimes ram a cow, to save on ammo, and we'd cook it.

CLOSE ON SALT GRASS

Tight shot of a clump of salt grass.

HOLLY (v.o.): Once we had to eat a bunch of salt grass. It tasted like cabbage.

EXT. BADLANDS - DAWN

THE CAMERA RISES over the Cadillac as it races down a deserted country road at dawn,

EXT. PIPELINE WAYSTATION

The Cadillac is stopped beside a pipeline waystation. Kit has tapped some gas off the head.

HOLLY (v.o.): For gas we used the leakage from the valves of the pipelines we found along the way. Drip gas is what they call it in that part of the country.

DISSOLVE TO:

EXT. BADLANDS

The Cadillac roars through a stand of mesquite and disappears into the distance.

HOLLY (v.o.): Little by little we approached the border. Kit was glad to leave South Dakota behind and cursed its name. He said that if the Communists ever dropped the atomic bomb, he wished they'd put it right in the middle of Rapid City.

EXT. CAMPSITE

They are camped out in the middle of the badlands. Kit cooks some meat over a fire, Holly, with a map under her arm, points into the distance.

HOLLY: That's Montana over there.

KIT: I never been to Montana... Acquaintance of mine has, but I hadn't... Never had any reason to.

Holly sits down and looks at the map.

HOLLY: State bird's a meadowlark.

EXT. PAN ACROSS BADLANDS

The CAMERA PANS across the badlands. There Is not a tree or a bush in sight. It comes to rest on Kit, who carries his rifle over his shoulders the way James Dean did in "Giant".

KIT'S P.O.V. - SERIES OF ANGLES

Various sights of the prairie: a distant mountain, a wild turkey, a lizard, a burst of lightening in a cloud on the horizon, a falcon. Kit takes all this in, then he turns back to the campsite. The sun is down, just barely, and the moon has risen behind him. Holly is heard over this last shot.

HOLLY (v.o.): We lived in utter loneliness, neither here nor there. Kit said that solitude was a better word, cause it meant more exactly what I wanted to say. Whatever the expression, I told him we couldn't go on living this way.

INT. CADILLAC

Kit and Holly sit in the back seat of the Cadillac. They have been necking. Her hair is in curlers.

KIT (responding to v.o.): Why not? I mean, I'm having fun... At least I'm not bitching.

HOLLY: Well, I feel kind of like an animal living out here. I mean, there's no place to bathe and... no place to get anything good to eat.

KIT: Well, I'll catch you a big trout. Soon as we get to the mountains.

He kisses her. She gives in reluctantly. After a while they break.

KIT: Everybody loves trout.

HOLLY: I'm serious.

They neck some more. then break again. Kit looks out one window, Holly out the other.

EXT. DISTANT TRAIN

A train moves slowly across the horizon.

HOLLY (v.o.): In the distance I saw a train making its way silently across the plain, like the caravan in "The Adventures of Marco Polo." It was our first taste of civilization in days, and I asked Kit if we could have a closer look.

EXT. KIT - WITH FOOTBALL

Kit sets a football down on the ground, backs off a few steps, squats and shoots a hole through it with his pistol. To his surprise. it does not deflate. He moves closer and pounds it flat with the barrel of the pistol.

HOLLY (v.o.): Before we left he shot a football that he considered excess baggage.

TIGHT ON SUITCASE

Kit is burying some things from Holly's suitcase in a bucket: the trophy he took from the mansion, her stereopticon slides, a doll, a spark plug, a pack of Camels, etc.

HOLLY (v.o.): Afterwards he took and buried some of our things in a bucket. He said that nobody else would know where we'd put them, and that we'd come back someday, maybe, and they'd still be sitting here, just the same, but we'd be different. And if we never got back, well, somebody might dig them up a thousand years from now and wouldn't they wonder!

EXT. BADLANDS

The Cadillac speeds across the plains. A plume of dust stretches out behind it.

EXT. RAIL TRESTLE

Kit and Holly have parked the Cadillac under a rail trestle. A train is approaching. They hide beside the car. The train, a streamliner, roars overhead. When it has passed, Holly rushes up the grade to watch it disappear into the distance. Kit watches from the opposite end of the trestle.

KIT: Maybe we should've tried to hop it.

HOLLY: It was going too fast.

KIT: I could've pulled the car up on the tracks, slowed it down some.

HOLLY (o.c.): Yeah, then we'd be stuck here.

KIT: Well, maybe we oughta be stuck here. I'm not saying that I know.

He stoops down and picks up a Pepsi bottle.

HOLLY: You're crazy.

He climbs over the edge of the trestle, looks back at her oddly, then leaps down to the ground. Holly walks down to meet him.

HOLLY (v.o.): Kit took the bottle and spun it around, leaving to fate which direction we should take.

TIGHT ON BOTTLE

Kit spins the bottle.

EXT. BOTTOM OF TRESTLE

The bottle comes to a stop. Kit inspects its position. He does not appear satisfied, though.

KIT: Well, maybe the slope here is throwing it off some. We ought to find a more flat place.

HOLLY: How about over here?

Kit starts toward her, then changes his mind and heads back up the grade, to the tracks. The CAMERA DOLLIES and CRANES with him.

KIT: Never mind. It doesn't matter... If I'm worth a damn, I'll pick the right direction. And if I'm not, well, I don't care. See what I mean?

HOLLY (o.c.): No.

KIT: Well, I shouldn't expect miracles, should I?

He stops at the top of the grade and looks out across the Badlands.

KIT: We'll keep on heading for that mountain... Just remember I said it wasn't such a hot idea.

DISSOLVE TO:

EXT. TRESTLE - DUSK

The Cadillac pulls out from under the trestle and heads down a dusty road alongside the tracks.

HOLLY (v.o.): We took off at sunset, on a line toward the mountains of Saskatchewan, for Kit a magical land beyond the reach of the law. He needed me now more than ever, but something had come between us. I'd stopped even paying attention to him. Instead, I sat in the car and read a map and spelled out entire sentences with my tongue on the roof of my mouth, where nobody could read them.

DISSOLVE TO:

EXT. MOUNTAIN - DUSK

The Cadillac beads off across the plains toward a distant mountain.

HOLLY (v.o.): That night we moved closer to the border, and clear across the prairie, at the very edge of the horizon...

EXT. REFINERY FIRES - NIGHT

A refinery fire.

HOLLY (v.o.): W could make out the gas fires of the refinery at Missoula, while to the south...

EXT. CITY LIGHTS - NIGHT

HOLLY (v.o.): ... we could see the lights of Cheyenne, a city bigger and grander than I'd ever seen.

EXT. CADILLAC'S POV ON PRAIRIE

The prairie rushes under the Cadillac's headlights.

HOLLY (v.o.) I felt all kind of things looking at the lights of Cheyenne, but most important, I made up my mind to never again tag around with a hell-bent type, no matter how in love with him I was. Finally, I found the strength to tell Kit this. I pointed out that even If we got to the Far North, he still couldn't make a living.

INT. CADILLAC - NIGHT

Kit and Holly's faces are strangely lit by the dash lights. Holly is absorbed in her map. The radio is on.

KIT: (responding to v.o.) I could get a job with the Mounties. The Northwest Mounties ... Hell, I got all the qualifications. I can ride, shoot and... I don't mind the cold. Fact. I kind of like the cold.

Holly looks up from the map.

HOLLY: What?

KIT: Nothing... I was just running off at the mouth... as usual.

HOLLY: I'm sorry. I wasn't listening.

Holly lights a cigarette.

KIT: I was just talking about going after a job... Hey. don't lip it.

He reaches over and takes the cigarette out of her mouth. The CAMERA PANS to her with this gesture.

HOLLY: You know... they'd probably ask to see your driver's license before they hired you.

KIT (o.c.): Well. I'm not going to let that stop me.

When the CAMERA PANS BACK to him, he is looking at her cigarette.

KIT: You smoke Pall Mall?

HOLLY: Yeah.

He is surprised to discover this.

KIT: Nah, you hadn't seen me when I'm going after something, honey. Tough?

He cocks his head just thinking about it. She reaches for the radio to change the station. He pats her hand away.

KIT: Hey. don't touch that... Nat King Cole.

EXT. BADLANDS - NIGHT

They dance in the headlights to the tune of "A Blossom Fell" coming over the car radio. She is wearing the rich man's jacket. After a moment Kit whispers in her ear.

KIT: Boy, if I could sing a song like that... I mean, if I could sing a song about the way I feel right now, it'd be a hit.

They continue dancing.

EXT. CADILLAC ON PLAINS - DAY

Two shots of the Cadillac heading across the Badlands at dawn.

HOLLY (v.o.): Kit knew the end was coming. He wondered if he'd hear the doctor pronounce him dead, or if he'd be able to read what the papers would say about him,the next day, from the other side. He dreaded the iea of being shot down alone, he said, without a girl to scream out his name.

INT. CADILLAC - DAWN

Holly yawns with fatigue.

HOLLY (v.o.): Then, for an instant, the sight of the mountains in the dawn light got his hopes back up.

Kit shakes his head with admiration and wonder.

KIT: God, what a sight... Tell me this, honey. What does a little Texas girl like yourself think of a sight like that?

She turns to look at the mountains.

EXT. MOUNTAINS - THEIR POV

Mountains in the distance closer now than ever before.

DISSOLVE TO:

EXT. OIL RIG

The Cadillac drives up to an oil rig. Kit gets out of the car.

KIT: Love this air.

The ROUGHNECK in charge of the rig steps out of his trailer. It seems there is nobody else around.

KIT: Morning... Say, you got any gas?

ROUGHNECK: Maybe.

KIT: Well. I'm sorry. sir. but we've got to ask you for it.

Holly walks over to inspect the rig.

KIT (o.c.): See, we're about out... been driving all night. Actually, I don't even have time to explain it to you.

ROUGHNECK (o.c.): Well, matter of fact, I don't have any.

KIT: Just a second now. That's your truck. isn't it?

He points to a truck linked to the front of the trailer. Holly looks idly around. Suddenly her expression changes, for what reason it is not clear.

KIT (o.c.): You didn't walk out here.

ROUGHNECK (o.c.): It's mine all right.

KIT: Well, listen. I'm going to swap you my Cadillac.

The Roughneck does not understand what Kit is up to.

KIT: Now don't worry. You're getting a fair deal. Hell. what's the blue book value on this thing, Mildred?

He slaps the hood of the Cadillac and looks to Holly. She is still preoccupied with whatever it is she has seen, though.

ROUGHNECK (o.c.): Who are you?

KIT: Name is Carruthers. Believe I shoot people every now and then. Not that I deserve a medal.

Holly signals Kit with a nod at the horizon.

HOLLY: Kit!

Kit looks up and sees a helicopter in the distance. He hesitates a moment, then draws his gun.

KIT: Okay, friend. start running.

ROUGHNECK (o.c.): Just gimme a chance.

KIT: Git.

Holly moves around the side of the rig and sits against a tire. Kit joins her.

KIT: Boy. I had a feeling today was going to be the day... Helicopter.

HOLLY: Yeah.

KIT: He's not coming to take us for a ride. either. Come on, let's make a run for the car.

He starts off in the direction of the car, but Holly calls him back.

HOLLY: I don't want to.

Kit looks at her. surprised.

KIT: Have you got a better idea?

HOLLY: I just don't want to go.

KIT: What?

She shrugs. He stares at her for a moment, then bows his head and walks off a distance.

KIT: What is wrong with you, huh?

He kicks wildly at dust.

KIT: What is the matter with you, huh!?

Meanwhile, the helicopter continues its approach. Kit walks in closer to Holly.

KIT: Boy, I don't know what to make of you. People like you.

He kicks at the rigs then turns back to face her.

KIT: You want a second chance, then listen. Twelve noon the Grand Coulee Dam, New Year'ss Day. 1964. You meet me there... Now you got that?

She nods, bewildered. The helicopter is landing. He grabs a discarded fender off the truck, hangs it over his arm like a shield and runs to the Cadillac, exchanging shots with a State Trooper who has arrived in the helicopter. The Trooper is hit and falls. Kit jumps in the car and roars off. Holly surrenders herself to the pilot of the helicopter and is taken off.

EXT. GAS STATION

Kit pulls into a gas station. He gets out of his car and drums on the roof.

KIT: Hey, anybody here?

An ATTENDANT walks out the door.

KIT: Hi... Say,, you got any shells for a Savage, a .300 Savage?

ATTENDANT: Nope.

KIT: Damn. I pissed all mine away shooting up bottles... You want to fill her up for me? Please?

The Attendant nods. Kit pulls Holly's suitcase out of the back seat and walks over to a trash can at the edge of the apron. Kit throws Holly's things methodically into the trash can. After a while he comes upon a book. He opens the book and looks through it, then turns to find the Attendant staring at him. As he gets to his feet. he nods at the trash can.

KIT: If you want any of that junk, it's yours.

Meanwhile, a police car approaches the station. Kit sees it at about the same time the police see him. He throws his book in the car and roars out of the station. The police car goes into a bootlegger's turn and takes off after him.

CHASE - SERIES OF ANGLES

Kit heads down the highway. After a while he turns off onto a dirt road. The police keep up with him.. He flips on the radio and fires back at them. The dust is so heavy that they have a hard time just keeping track of him. He checks his own appearance and general demeanor in the rear view mirror, then swerves off the road onto the prairie. The police manage to keep up. Together they roar through a herd of cows and barb wire fence. The police car slams into Kit, trying to slow him down. Kit slams back into the police car. They return to the road. Kit makes a ninety-degree turn but the police car loses traction and rolls onto its side, then back onto four wheels again, stalled. Kit sees that he has lost them. He checks himself out in the mirror again, puts on the rich man's hat and skids to a stop. The police car gets back underway. During these last few moments Holly is heard on VOICE OVER.

HOLLY (v.o.): Often I've wondered what was going through Kit's head before they got him and why he didn't make a run for it while he still had the chance. Did he figure theyld just catch up with him the next day? Was it despair? He claimed to having a flat tire, but the way he carried on about it, I suspect this is false.

EXT. ROAD

Kit shoots a hole in the tire of the Cadillac, then climbs up on the hood. We see how far behind the police are. He checks his pulse and jumps back down. He scurries around collecting rocks from the shoulder as the police approach from the distance. He makes a stack of the rocks to mark the site of his capture for posterity, finishing just as the police car skids to a stop. Kit throws up his hands and walks forward to meet them. Their guns are drawn.

KIT: Hi.

SHERIFF: Hold it right there.

KIT: I could've held off an army if I could've gotten behind a rock in the mountains.

DEPUTY (o.c.): Oh yeah?

KIT (nodding): Long as my ammo held out... Right there's where you caught me.

He nods at the stack of rocks. The Sheriff frisks him as the Deputy covers.

DEPUTY: We did it, Ray.

KIT: You better not leave that Cadillac sitting out here.

The Sheriff takes out a pair of handcuffs.

SHERIFF: Put your hands in back of your head.

The Sheriff claps the handcuffs on one of Kit's wrists.

SHERIFF: Now put the other one on yourself.

Kit does as the Sheriff asks. The Deputy holsters his pistol and walks forward to inspect their prize. He and KIT exchange glances.

DEPUTY (to Sheriff): Hell, he ain't no bigger than I am.

The Sheriff sticks his pistol in Kit's ear and leads him off toward the police car.

KIT: You're going to give me a cauliflower ear, Sheriff.

The Sheriff gives Kit a shove.

DEPUTY: He should've thought about that before he got caught... Shouldn't he?

The Deputy draws his pistol and fires a shot into the neighboring field. Kit is startled. The Deputy makes the same motion, this time without firing.

DEPUTY: Hup!

EXT. HIGHWAY

The police car sails down an open stretch of highway.

INT. POLICE CAR

Kit thinks for a while, then turns to the Sheriff, who is driving.

KIT: Think I'll take the juice?

SHERIFF: Beats me.

The Deputy, fascinated, watches all this from the back seat. Kit turns to him.

KIT: Say, what kind of rifle was that you were shooting at me?

DEPUTY: Thirty aught six.

KIT (o.c.): You ever had to open it up like that before?

DEPUTY: Nope.

Kit turns back around.

KIT (reassuringly): Well, you boys have performed like a couple of heroes... And don't think I'm not going to pass it around when we get to town.

The Sheriff lifts the hat off Kit's head and tosses it out the window. It rolls to a stop on the highway behind them.

KIT: You tossed my hat out the window.

SHERIFF (o.c.): Wanta sue me?

KIT: No.

DEPUTY: Kit... Kit, I've got a question for you.

KIT: Mmmmm.

DEPUTY: You like people?

KIT: They're okay.

DEPUTY: Then why'd you do it?

KIT: I don't know. Always wanted to be a criminal, I guess. Just not this big a one... Takes all kinds though.

Kit gets a smile from the Deputy. The Deputy turns to the Sheriff.

DEPUTY: You know who that sombitch looks like? (no reply) You know, don't you?

Kit is anxious to hear the answer.

SHERIFF (o.c.): No.

DEPUTY: I'll kiss your ass if he don't look like James Dean.

Kit drops his eyes and turns away, deeply gratified by this remark. The Sheriff smiles at the Deputy in the rear mirror. The car roars past a freight train.

INT. AIRPORT HANGAR

Kit stands on the wing of a light plane, inside a large hangar at the local airport. He is shackled in a leather transfer vest. He takes souvenirs out of his pockets and tosses them out to a crowd of Montana State Troopers and National Guardsmen milling around on the tarmac ground below him.

MECHANIC: How you doing there, Kit?

KIT (o.c.): Fine as can be expected. Just locked up, can't move.

MECHANIC (o.c.): That's a nice little coat you got on there.

KIT: You think?... it's leather.

He takes out his cigarette lighter.

KIT: Hey, now here's a real prize. I must've had this about ten years. Who's going to get it?

VOICE (o.c.): Gimme that sombitch.

KIT: There you go.

SECOND VOICE (o.c.): Where you from?

KIT: South Dakota. Where you from?

SECOND VOICE (o.c.): Here.

KIT: Want a comb?

He takes a comb out of his pocket and pitches it down to somebody. He ignores most of the questions coming at him.

THIRD VOICE (o.c.): Joni James is from South Dakota.

KIT: Yeah, she got out of there, too.

FOURTH VOICE (o.c.): You ever been to Kansas?

FIFTH VOICE (o.c.): Hey, Kit. whot's your favorite singer?

KIT: Eddie Fisher. Who's yours?

FIFTH VOICE (o.c.): Eddie Fisher.

KIT: Damn! Want a pen?

He pitches the man a ballpoint. The CAMERA MOVES BACK to a WIDE SHOT of the whole scene.

SIXTH VOICE (o.c.): How old are you?

KIT: Don't you read the papers?

SIXTH VOICE (.o.c.): You ever been married?

KIT: No sir, I hadn't.

EXT. HANGAR - SERIES OF ANGLES

Various SHOTS of the National Guardsmen dozing on the pavement. playing cards beside the hangar, a little bored. Also a shot of Holly with the Sheriff and Deputy.

SEVENTH VOICE (o.c.): Hey, Kit, you afraid of death?

KIT (o.c.): I hadn't thought about it much.

INT. HANGAR

The Deputy walks up to Kit with some legal papers.

KIT: Hey, listen, Tom, I don't mean to tell you how to run your show here but these cuffs are pinching. What do you say now?

DEPUTY: I need to get your signature on some papers here, Kit.

KIT: Well, I've got to read them first. Suppose I could get a Coke while I do?

DEPUTY: Sure thing. Come on.

He gives Kit the papers and leads him out of the hangar. Kit turns back to the crowd inside.

KIT: You boys keep out of trouble.

GUARDSMAN: Don't worry about us.

DEPUTY: Holly's over here, Kit. if you want to see her.

KIT: Sure.

EXT. POLICE CAR

Holly leans against the fender of the police car. She wears handcuffs. Kit turns to a State Trooper who holds him by a tether.

KIT: You want to give me a little slack here?

The Trooper pays out the slack. Kit leans against the car. He and Holly exchange looks.

KIT: Don't worry now.. I'm going to get you off these charges... There's a whole lot of other boys out there. You're going to have a lot of fun.

Holly looks down.

KIT: Boy, we rang the bells, didn't we?

Holly does not reply.

KIT: I'll say one thing, though... That guy with the deaf maid? He's just lucky he's not dead, too.

Holly does not appreciate the humor of this. Kit, chastened, turns serious.

KIT: Course it's too bad about your dad.

HOLLY: Yeah.

KIT: We're going to have to sit down, and talk about that sometime.

He looks up at the SOUND of an incoming plane.

EXT. AIRPORT - SERIES OF ANGLES

The plane that will take them back to South Dakota, a B-25, comes in for a landing. The mass of Troopers and National Guardsmen, with Kit and Holly, walks out to meet it. A jeep leads it down the taxiway. A civilian bystander points Kit and Holly out to a young boy he holds in his arms.

EXT. PLANE

Kit signs his extradition papers on the back of the Chief Trooper, gives them to the Deputy and shakes hands with the Chief.

KIT: Thank you very much, Chief Sims. Sorry if I caused you any inconvenience.

CHIEF: You didn't cause me any trouble.

KIT: Thanks anyway.

He turns to shake hands with the Deputy. The planets engines whir to life.

DEPUTY: Well, Kit...

KIT: Tom...

DEPUTY: Good luck to you.

KIT: Thanks.

DEPUTY: I mean it.

KIT: I know you do. Good luck to you, too.

TROOPER: Now we go.

The Trooper pulls him toward the plane. Kit calls Holly.

KIT: Come on, Red.

EXT. RUNWAY - SERIES OF ANGLES

The props start turning. The crowd waves goodbye as the boarding door is closed. The wheels turn toward the sun. The Guardsmen race back to their trucks. A mailman carries off the mail bags he collected from the plane. The plane taxies down the runway and lifts into the air.

HOLLY (v.o.): Kit and I were taken back to South Dakota. They kept him in solitary, so he didn't have a chance to get acquainted with the other inmates, though he was sure they'd like him, especially the murderers. Myself, I got off with probation and a lot of nasty looks. Later I married the son of the lawyer who defended me. (pause) Kit went to sleep in the courtroom while his confession was being read, and he was sentenced to die in the electric chair. On a warm spring night, six months later, after donating his body to science, he did.

With Holly's last words we CUT INSIDE the cabin of the plane.

INT. CABIN

Kit sits next to the Trooper at the back of the plane. Holly sits opposite them, with a Detective behind her. Kit's attention is fixed on the military hat in the Trooper's lap.

KIT: Sir... Where'd you get that hat?

TROOPER: State.

KIT: Boy, I'd like to buy me one of those.

The Trooper smiles. Holly looks up.

TROOPER: You're quite an individual, Kit.

KIT: Think they'll take that into consideration?

The Trooper smiles and looks out the window. Kit looks to Holly, to see if she has taken this remark in the proper spirit. She smiles and looks out the window.

EXT. CLOUDS - HOLLY'S POV - DUSK

An unbroken sea of clouds stretches out before her.

FADE OUT.

END CREDITS OVER BLACK.

THE END