EXT. SAINT PAUL

               Master shot of downtown Saint Paul at sunrise.

               INT. SAINT PAUL HOTEL

               Hotel employees have just completed morning tasks and are
               coming together in the lobby.

               CYNTHIA is greeted by the hotel staff as she exits the front
               door.  She enters the park across the street.

               CYNTHIA is 36, an Artist living and working on Downtown Saint
               Paul.  She has a standing room at the hotel.  She comes to
               the hotel and Rice Park to be with and watch people.  Cynthia
               is a writer and painter.  Cynthia is a strong, sensitive,
               inspiring woman.

               Rice Park is a meeting place in downtown Saint Paul.  It is
               wooded with a large fountain and many benches.  Rice Park is
               surrounded by the Saint Paul Hotel, a century old library and
               theater.  The park is filled with people from all walks of
               life.

               INT. CLEVELAND OFFICE

               VICTOR is 35, an Executive that travels to Saint Paul on a
               regular basis.  Victor is a passionate, kind and lonely man.
               He is consumed with his work and has little time for social
               pleasures.

               VICTOR is joined in his office by MANNY, his male secretary.

               MANNY is 27, tall, good looking, well spoken and educated.

                                   MANNY
                         I've got your tickets to Saint
                         Paul, the notes from the Shepard
                         case and your schedule for next
                         week.

                                   VICTOR
                         Thanks.

                                   MANNY
                         My pleasure.

               Victor stares out the window onto the city below.  Manny
               walks up to the window to speak to Victor.

                                   MANNY
                         You better hurry!

               Victor does not respond.  He continues to stare out the
               window.  Manny tickles Victor.  He is very sensitive and lets
               out a loud scream.

               EXT. MINNEAPOLIS SAINT PAUL INTERNATIONAL AIRPORT

               [Sequence of shots - Begin]

               A plane lands, flying over head.

               Plane wheels screech on the runway.

               Victor gets into a taxi.

               The taxi pulls away.

               [Sequence of shots - End]

               INT. VICTOR'S HOTEL ROOM

               Victor sits in his room and watches TV.  It's a beautiful day
               outside.  Victor walks over to his window and looks down on
               Rice Park.

               EXT. RICE PARK

               Victor is looking out his window.  Victor moves away from the
               window.

               The camera moves down from Victor as he leaves the window, to
               the hotel entrance as Victor exits the hotel.

               The park is crowded with people.  There is an ice cream cart
               selling ice cream, kids and adults are playing.

               Victor sits on the Park Bench.  He is looking at the kids
               playing in the fountain.  Cynthia is sitting across the park
               painting.

               Victor and Cynthia meet eyes a couple of times.  Victor
               always looks away first.

               A group of boys comes over by Victor, blocking Victor's view
               of Cynthia.

               Transition to Cleveland

               [show time passing - 30 days]

               INT. CLEVELAND OFFICE

               Manny and Victor sit at a conference table together in
               Victor's office.  We join the end of their conversation.

                                   MANNY
                         I don't think so.

                                   VICTOR
                         It's right here buddy, Simon and
                         Barry had the copyright, so they
                         retain the revenue.

               Victor stands up, hands Manny the magazine article.  He
               continues to his desk and then towards the door.

                                   VICTOR
                         I have to go! Have a good week.

                                   MANNY
                         You to!

               EXT. MINNEAPOLIS SAINT PAUL INTERNATIONAL AIRPORT

               [Sequence of shots - Begin]

               A plane lands, flying over head.

               Plane wheels screech on the runway.

               Victor gets into a taxi.

               The taxi pulls away.

               [Sequence of shots - End]

               EXT. RICE PARK

               Victor is sitting on the same bench that he always sits on.
               Cynthia is laying on the bench across the park.  She is
               reading a book.  There are many people in the park.

               Victor is staring at Cynthia.

               A ball rolls over to Cynthia and causes her to pull her head
               up from the book.  She looks around and catches Victor
               staring at her.  Victor looks away and Cynthia smiles.

               Cynthia walks to a different part of the park.  Victor tries
               to follow with his eyes.

               Cynthia walks out of site.  Victor is talking to some little
               kids and looses site of Cynthia.  He looks around the park
               and does not see her.  He sits on the bench and scans the
               park.

               Cynthia walks up slowly behind Victor and gently places a key
               in the bench next to Victor.
               The key is an old skeleton key with a large silver pendulum
               that reads 'Property of the Saint Paul Hotel, room number
               1023'.  Cynthia moved back to watch Victor discover the key.

               Victor looks at the key and then slowly looks around the
               park.

               Cynthia turns to walk towards the Saint Paul Hotel.

               The hotel attendant greets Cynthia as she enters the hotel,
               holding the door for her.

               INT. SAINT PAUL LOBBY

               Victor enters the elevator alone and the door closes.  The
               elevator doesn't move as Victor has not pressed a button.  He
               looks down to the number of the key.  Room number 1023, he
               pushes the button.

               INT. HOTEL ELEVATOR

               The elevator rises to the 10th floor.  The elevator stops at
               the 8th floor allowing an older woman to get on the elevator.

                                   VICTOR
                         Hello.

                                   OLD WOMAN
                         Hello.

               The old lady sees the key in Victor hand with the silver
               ring.

               The elevator stops at the 9th floor and no one is there.  The
               elevator stops at the 10th floor and both Victor and the
               older woman get off.

               Victor walks the opposite direction of the old woman.  He
               notices that the numbers are going the wrong way.  He turns
               to see the old woman going into her room.  They stare for a
               moment and then the Old Woman goes into her room.

               Victor looks at his key.  He walks to the end of the hall to
               find 1023.

               INT. CYNTHIA'S HOTEL ROOM

               The door cracked.  Victor knocks lightly on the door and it
               opens.  Cynthia is dressed in a long bath robe provided by
               the Saint Paul Hotel.  Victor tries to speak and Cynthia
               covers his mouth gently with her finger.
               She holds Victors hand and guides him to the edge of the bed
               where she slowly undresses him.

               Cynthia motions Victor to lay on the bed.  She applies a
               large towel that covers his entire body head to neck.  She
               prepares the oils and lotion that will be used for the
               massage.  There is a long silence and Victor tries to speak
               to Cynthia again.

               With Victor still covered, Cynthia removes her under pants,
               but keeps the robe on.  She reaches over and pulls the towel
               down to Victors waist.  Cynthia climbs onto Victors back and
               begins to massage his back and neck with the oils.

               Victor closes his eyes, giving up on trying speak to Cynthia.
               She continues to massage his shoulders working down his back.
               Each time Cynthia moves, Victor feels her naked body on his
               back.

               [Time passes]

               Pulling Victor from his little fantasy, she turns him over
               and begins to massage his head and scalp.  Again, Victor
               attempts to talk.

                                   VICTOR
                         What's your name?

                                   CYNTHIA
                         Cynthia

                                   VICTOR
                         Nice to meet you.

               Cynthia applies a finger to Victors mouth.

                                   CYNTHIA
                         Shshsh ... No talking.

               She completes the massage.

                                   CYNTHIA
                         Time to go, I have another
                         appointment.

                                   VICTOR
                         An appointment?

               Victor is confused.  Victor gets dressed.  Cynthia takes
               Victor's hand and guides him to the door.  She sort of pushes
               him out of the door, but in a cute way.

                                   CYNTHIA
                         Breakfast?

               Victor steps away from the door.

                                   CYNTHIA
                         Six?

                                   VICTOR
                         6 A.M. Downstairs.

               Victor smiles at Cynthia

               Victor has the big silver key in his hand. After closing the
               door, Cynthia opens the door to get the key back.

                                   CYNTHIA
                         I need that!

               Cynthia grabs the key from Victor and then show gives him a
               quick smile.

                                   CYNTHIA
                         So what's your name?

                                   VICTOR
                         Victor.

                                   CYNTHIA
                         See you in the morning Victor.

               Cynthia closes the door.

               INT. VICTOR'S HOTEL ROOM

               Victor sits on the bed talking on the phone with and Air

               Lines Representative.

                                   VICTOR
                         $200.00 to extend the ticket!?

                                   AIRLINES
                         That's right sir.

                                   VICTOR
                         OK!

               Victor lays back in bed and falls asleep.

               EXT. RICE PARK

               With the hotel in the background, there are many people in
               the park.  Night falls on the park.  The sun comes up.
               Cynthia is sitting in the window of the hotel cafe.

               INT. SAINT PAUL HOTEL CAFE

               Victor joins Cynthia who is already seated for breakfast with
               juice and a couple of donuts.

                                   CYNTHIA
                         Good morning.

                                   VICTOR
                         Good morning to you.  Looks like
                         you are getting started.

               Victor picks up one of Cynthia's donuts

                                   CYNTHIA
                         Breakfast of champions.

               Victor sits across from Cynthia and they look at each other
               for a moment.

                                   VICTOR
                         So do live in the hotel?

                                   CYNTHIA
                         No, I just have what you might call
                         a standing room.  A long story that
                         I will tell you some day.

                                   VICTOR
                         Tell me now.

                                   CYNTHIA
                         No.

               Victor takes another look at Cynthia's donuts.

                                   CYNTHIA
                         Are you hungry?  You better get
                         your own donuts.

               Cynthia gets the attention of KATHY.  KATHY is 61 and has
               worked for the hotel for 30 years.  Kathy and Cynthia are
               friends.  Kathy comes to the table.

                                   KATHY
                         Hi Cynthia.

               Cynthia introduces Victor to Kathy.

                                   CYNTHIA
                         Kathy this is Victor.

               Victor shakes hands with Kathy.

                                   KATHY
                         Pleased to meet you.  I've heard a
                         lot about you.

               Victor looks at Cynthia.

                                   KATHY
                         Just kidding.  Can I get you
                         something to eat.

                                   VICTOR
                         I'll just have a couple donuts and
                         some orange juice.

                                   WAIT PERSON
                         Two plain cake donuts and a large
                         orange juice?

                                   VICTOR
                         Sounds good.

               Kathy leaves the table.

                                   VICTOR
                         So you know everyone around here?

                                   CYNTHIA
                         Most of the older generation.

               There is a pause in the conversation.  Cynthia and Victor
               look at each other.  Cynthia takes a bite of her donut.

                                   CYNTHIA
                         You've been hanging around that
                         park for some time.

               Victor nods his head.

                                   CYNTHIA
                         I see you sometimes, and then not
                         for weeks.

                                   VICTOR
                         I'm a drifter.

                                   CYNTHIA
                         A drifter.

                                   VICTOR
                         I get in here a couple times a
                         month.

                                   VICTOR
                         I would see you to.

               Cynthia and Victor look at each other.  Victor looks hard at
               Cynthia and then Cynthia breaks the stare with a funny face.

                                   VICTOR
                         Always a little scared to say hi.

               The Wait Person comes back with the juice and the donuts.
               Cynthia and Victor pause in there conversation while the wait
               person is at the table.  The wait person gives them both a
               look as she leaves.

                                   CYNTHIA
                         So it's a good thing I invited you
                         up for a massage.

               The camera will pull out of the cafe to the front of the
               hotel and we will continue hear some of the conversation.  I
               bus will drive between the camera and the conversation,
               providing our transition to Cleveland.

                                   VICTOR
                         A good thing.

                                   CYNTHIA
                         Do you enjoy it.

                                   VICTOR
                         Yes!

                                   CYNTHIA
                         Good.

               EXT. MINNEAPOLIS SAINT PAUL INTERNATIONAL AIRPORT

               [Sequence of shots - Begin]

               A plane lands, flying over head.

               Plane wheels screech on the runway.

               Victor gets into a taxi.

               The taxi pulls away.

               [Sequence of shots - End]

               EXT. SAINT PAUL HOTEL

               A taxi pulls up to the hotel.  The door opens and Victor's
               head pops out and he looks into Rice Park.  Cynthia sees the
               taxi and Victor.

               Victor and Cynthia lock eyes and smiles.

               The hotel attendants at the hotel are watching.  They are
               smiling.

               INT. CYNTHIA'S HOTEL ROOM

               Cynthia finishes her massage.

               She lays her naked body on his back and pulls herself to his
               neck to kiss him for the first time.  Victor turns his head
               to meet her lips for a passionate kiss.  They kiss and hold
               each other for an extended time.

               Victor and Cynthia making love.

               INT. CLEVELAND OFFICE

               Victor is in his office alone.  He stairs out the window at
               the city below.

               EXT. SAINT PAUL

               [Sequence of shots - Begin]

               Victor and Cynthia sitting in the park under a tree.  Playful
               and loving, they kiss and hold hands.

               Victor run after Cynthia down a street.

               Cynthia and Victor look at the river.

               Cynthia and Victor playing with kids in the park.

               Cynthia and Victor make love

               Cynthia is painting in her studio

               Victor and Cynthia running naked in the hotel hallways.

               Victor and Cynthia in the park

               [Sequence of shots - End]


               INT. CLEVELAND OFFICE

               Victor stares out his Boston Office Window.

               EXT. SAINT PAUL HOTEL

               A city bus stops on the corner across from the Saint Paul
               Hotel.  Victor steps off the bus to see Cynthia sitting in
               the park.  He approaches Cynthia and they share a passionate
               kiss.

               Victor and Cynthia sit for a moment and watch the kids play
               in the fountain on a beautiful summer day.  Cynthia takes
               Victors hand and they walk toward the hotel.

               INT. CYNTHIA'S HOTEL ROOM

               Cynthia and Victor make love

               Exhausted Cynthia and Victor fall asleep in each others arms.

               The next morning the sun fills the room.  Victor wakes in the
               same spot where he laid with Cynthia.  Cynthia is not there.
               There is a note and a small box on the counter.

               Victor reads the note as a tear forms in his eye.

               Inside of the box is the key to her room.

               EXT. SAINT PAUL HOTEL

               Victor walks out the front to the Saint Paul Hotel.  It's
               winter.  The camera pulls back to reveal Victor alone in a
               park, trees covered with snow.

               The End