Screenplay by Jerry A. Vasilatos Copyright, 1993 Jerry Vasilatos & Nitestar Productions FADE IN: 1. EXT. BELMONT NEIGHBORHOOD - NIGHT
         A full moon glows in the sky.  As we tilt downwards, Christmas
         lights twinkle silently in the windows of a courtyard brownstone.
         The cold December wind howls forlornly.  Although the street
         is empty, CHRISTMAS CAROLERS can be seen singing in front
         of one of the buildings.

         As the carolers move along, a WOMAN appears.  Groceries in
         tow, she makes her way through the courtyard of her building
         APPROACHING the doorway.  Fumbling with her keys, she
         enters.

2.       INT.  COURTYARD BUILDING FOYER - NIGHT

         Adjusting a small lightbulb on the wall in the foyer so that she
         can see, the woman begins for the staircase but stops on seeing
         a small package that's been left at its base.

         THE PACKAGE

         is two-tiered.  Wrapped in green, it is tightly secured by a
         bright red ribbon and bow.  Underneath the ribbon, a white
         envelope peeks out with the name "KRISTINE" written on it.

         THE WOMAN

         shakes her head in disbelief and approaches the gift slowly.
         After kneeling to scoop it up, she gazes at it for a moment and
         after tearing open the card, discovers it is signed: "WITH LOVE,
         NICK."  Sighing heavily in exasperation, KRISTINE scowls.

                                                      CUT TO:

3.       INT.  APARTMENT BEDROOM - EARLY A.M.

         The bedroom lays quiet.  Although the drapes have been drawn to
         keep out the first rays of sunlight, it is grey and overcast
         outside.  Against one wall on a mattress, an unseen lump
         slumbers uneasily beneath twisted bed sheets.

         Near the bed, we can see the soft neon glow of a digital clock
         radio on the nightstand shift from 6:59 to 7:00.  In an instant,
         the morning NEWSCAST fills the room-

                                 NEWSCASTER
                         (on radio)
                  ... EBS news, with news from around
                  the world.  It's seven a.m. in Chicago
                  this Christmas Eve, coming up in this
                  half hour, peace in the middle east is
                  threatened as Jewish and Arab funda-
                  mentalist groups clash in Jerusalem,
                  leaving fifteen dead and twelve injured.
                  Atheist groups continue to boycott at
                  Daley Plaza in opposition to the city's
                  annual holiday display...

         A HAND reaches out for the alarm clock from beneath the covers
         as the SLEEPER STIRS.
4.       EXT.  APARTMENT BUILDING - MORNING

         A Chicago newspaper with the headline AUTO PLANT LAYS OFF
         50,000 WORKERS lies on the stoop.  A byline story adds ECONOMY
         CAN'T FIND YULE CHEER.  Another story at the bottom of the page
         reads CHURCH ROBBED OF CHRIST CHILD STATUE.  The paper is
         dated DECEMBER 24TH.

         A FIGURE EXITS THE FOYER in a robe and slippers.  Reaching down,
         he picks up the paper and glances at the front page.  26.  A
         young man still, despite a creased brow and weariness in his eyes
         suggesting more than just a lack of sleep.  MEET NICK ALLMAN.

         Turning to head back in, he straightens a crooked CHRISTMAS
         WREATH hanging on the front door.

5.       EXT.  CHICAGO CITY STREET - MORNING

         The skyline of Chicago looms wide-shouldered beneath a steel
         grey sky.  Dreary is an understatement- this is a Chicago winter.

         On Lake Shore Drive, a rain and dirt streaked Celica drifts
         along an entry ramp signaling it's intention to merge with
         oncoming traffic.  Once clear, it quickly enters the open
         lane and is almost side-swept by a speeding MAZDA ZX.

6.       INT.  NICK'S CELICA - MORNING

         Reacting instantly to avert a collision, Nick watches as the
         DRIVER of the Mazda passes, honks his horn and FLIPS HIM
         OFF.
                                NICK
                  Jeeesus...

         Incredulous, Nick looks around to re-affirm whether or not he
         was in the right.  On the car radio, the Phil Spector version of
         "Sleigh Ride" can be heard.  Twisting the wheel sharply, Nick
         angrily fixes his gaze on the car that has almost run him off the
         road and filled with adrenaline, he hits the gas.

7.       EXT.  LAKE SHORE DRIVE - MORNING

         Nick's car guns forward in an effort to catch up and pass the
         speeding Mazda.

8.       INT.  NICK'S CELICA - MORNING

         Closing the distance between himself and the Mazda, Nick
         suddenly hits the brakes-

         NICK'S POV

         As a POLICE CAR pulls out from the side of the road in pursuit
         of the ZX.

         BACK ON NICK

         who SMIRKS and salutes the driver of the sportscar as he passes
         by-

                                 NICK
                  And a Merry Christmas to you too
                  my friend-

9.       EXT.  LAKE SHORE DRIVE - MORNING

         Nick's laughter can be heard as  his car speeds on towards
         downtown.

10.      INT.  NICK'S OFFICE - DAY

         Within an office cubicle, Nick gazes lethargically at the computer
         screen on his desk.  Around him, fellow employees carry out their
         tasks within the large AD AGENCY they all occupy.

         NICK

         flips off his computer, his co-worker JAY enters with some
         folders-

                                 JAY
                  Hey hey...

                                 NICK
                  Hey Jay.

                                 JAY
                  What's up

                                 NICK
                  Nothing.  I just finished up that ad
                  for that stupid mailing.

                                 JAY
                  How's it going?

                                 NICK
                  Not good enough for a raise-

         Surprised, Jay sits on the edge of the desk.

                                 JAY
                  You get your review?

         Nick nods, looking up at his friend.

                                 NICK
                  This morning.  Of all days, can you
                  believe that?
                         (beat)
                  You're due for one, right?

                                 JAY
                  Nah, I haven't been here long enough.
                  Two more months-

                                 NICK
                         (sarcastically)
                  Two months... two years... I'm begin-
                  ing to think we can never be here long
                  enough for that "raise"...

         Jay commiserates with Nick.

                                 JAY
                  I can't believe it... I mean, your
                  ad copy's great, the mail pieces are
                  sound... it's all bringing in business...

                                 NICK
                  Yeah, well... not enough I guess.
                         (more to himself)
                  I can't believe I went to college,
                  got a degree... all it's gotten me
                  is the chance to pimp for this ad
                  agency.

         Jay begins to laugh but on seeing Nick's impassive demeanor,
         catches himself.
                                 JAY
                  Nick, it's Christmas Eve.  You know-
                  holiday spirit... be of good cheer?

         Nick snorts.

                                 NICK
                  "God Rest Ye Merry Gentlemen" is about
                  all I can think of right now, that and
                  the ghost of bills past, present, and
                  future.  I just wish I can get out of
                  here so I can finish up shopping for
                  my family-

         Nick shrugs.

                                 NICK
                  I'm sorry man, I don't mean to trash
                  your mood.  It's just that I'm...

                                 JAY
                  A  little short on Christmas spirit.

                                 NICK
                         (dejectedly)
                  Yeah.

         Jay pulls aside the folders he's carrying to reveal a flat,
         brightly wrapped Christmas gift.

                                 JAY
                  Well... maybe this'll help.
         Nick is taken totally aback.  Jay passes the gift along,
         pleased at himself for having cheered up his friend
         somewhat.

                                 NICK
                  Aw Jay... you shouldn't have...

                                 JAY
                  But I did.

         Nick looks the package over.

                                 NICK
                  Look Jay, I didn't have a chance to
                  do any shopping for anyone here...
                  I... I didn't get anything for anyone-

         Jay smiles chidingly.

                                 JAY
                  I figured that.

         Nick smiles crookedly and looks over the package.

                                 NICK
                  Should I open it now?

                                 JAY
                  Considering your mood I would say
                  the sooner, the better.

         Nick tears away at the wrapping.

                                 JAY
                  It's nothing fancy or anything, just
                  something I picked up at a used book-
                  store.

         Nick holds up a book entitled "HOW TO BREAK INTO FILM".
         He laughs.

                                 NICK
                  Am I that obvious?

         Jay nods at some of the movie posters tacked to the walls of
         Nick's cubicle.

                                 JAY
                  I know you're always looking ahead.

         Nick flips through the book gratefully.

                                 NICK
                  Yeah.  Just don't tell anyone around
                  here, they'd probably can me before
                  I could get something real lined up.

         Jay chuckles.

                                 NICK
                  Thanks man.  This's really made my
                  day.
         Jay smiles, shakes Nick's hand and gets up to leave.

                                 JAY
                         (looking at his watch)
                  No problem man.  I gotta fly... I'm
                  meeting Tammy- Merry Christmas.

                                 NICK
                  Yeah, you too.

         Nick watches after Jay, looks down again at his gift and then left
         within the solitude of his cubicle, gathers his things together-

11.      EXT.  DOWNTOWN CHICAGO - AFTERNOON

         Around the area of the Loop where Nick's office is situated,
         Christmas shoppers bustle as the last minute rush begins.

         Nick walks out of his office building towards Michigan Avenue
         and passes a SALVATION ARMY WORKER.

                                 SALVATION ARMY WORKER
                  Help the needy sir?

         Nick tosses a few coins into the pot.

                                 SALVATION ARMY VOLUNTEER
                  Thank you, you have a Merry Christmas-

                                 NICK
                  Yeah...

         As Nick continues on, he approaches a BAG LADY.  Dressed in
         layered and ratty clothing, she seems to carry all of her
         belongings in the shopping basket she drags behind her.

                                 BAG LADY
                  Could you spare some change sir?
                  It'll help with the downpayment on
                  my new condo...
                         (beat)
                  Please...

         Nick slows his step.  Disarmed by the woman's self-effacing
         humor, he can't help but be charmed by her approach while still
         sympathizing with the seriousness of her plight.  Digging deep
         into his pocket, Nick pulls out a five and passes it to the
         woman.

                                 BAG LADY
                  Thank you sir.  Merry Christmas!

         Nick nods.  Pausing to watch her move on, Nick pulls his
         coat collar close as a sudden wind kicks up.  He then continues
         on down the street.

12.      INT.  NICK'S CELICA - LATE AFTERNOON

         Nick guides his car through Lincoln Park towards Broadway.
         Through his windshield, he takes in the images of a CHRISTMAS
         MONTAGE-

         NICK'S POV

         outside.  Traffic fills the street.  Holiday banners hang from
         streetlamps while strings of Christmas lights twinkle from the
         branches of barren trees.  Ignoring the signals, some pedestrians
         walk into the street causing even more congestion.

         On the sidewalk, a man dressed in a Santa Claus suit rings a
         bell to attract last minute shoppers.  He waves as Nick passes.

         Up the street, shoppers bustle hurriedly in and out of the
         various storefronts oblivious of each other.  One woman with
         two kids in tow argues angrily with a meter maid who is about
         to issue her a ticket because the meter just expired.

         At another corner, a couple just off work meet and enter a bar
         for a drink with some friends before retiring home for the
         evening. They ignore a disabled panhandler begging near the door.

         PASSING A CEMETERY

         Nick sees a solitary old man kneeling.  Laying a wreath at the
         grave of his deceased wife, he then rises and crosses himself.

         AS IT STARTS TO GET DARK

         Nick sees a Christmas tree lot closing up shop.  Along the
         sidewalk, some indigent people shuffle slowly in no particular
         hurry since they have no home to go to.

13.      INT.  ELECTRONICS STORE - EARLY EVENING
         Nick gazes almost hypnotically at the array of walkmen, headsets
         and other electronic toys in front of him.  The price tags,
         wrapped in holiday bows, are astronomical.  A CLERK comes
         up.

                                 CLERK
                  Can I help you sir?  Sir, can I
                  help you find something?

         Nick fixates on the display, his attention a million miles away.

                                 CLERK
                  Sir.  Is there something I can help
                  you find?

         Nick glances at the clerk, at once snapping out of his daze.

                                 NICK
                  Oh... no.
                         (sheepishly)
                  If I can't find it myself, I don't
                  think you could help me.

         Patting the clerk's shoulder gently, Nick moves towards the door.

                                 NICK
                  Thanks anyway though.

14.     INT.  NICK'S APARTMENT - EARLY EVENING

         A key is heard at the door.  In an instant, Nick enters the
         creative hodgepodge of his darkened apartment and in flipping
         on the light, reveals all of his dreams and frustrations.
         In the livingroom, a drawing board stands in mute testimony
         to the dozens of sketches in various states of completion
         taped to it.

         Along with Nick's graduation certificates, some framed movie
         posters on the wall overlook an entire shelf bursting at its seams
         with movie books.  In the front room, a cluttered PC workstation
         is situated between an artificial fireplace and steamed up bay
         window.  Piled on top of the television cabinet nestled in one
         corner are some videotapes while next to where the couch is, a
         dwarf-sized Christmas tree decorated with dimestore ornaments
         tilts uneasily to one side.

         NICK

         dumps his packages on the couch.  Passing an array of holiday
         greeting cards displayed atop the fireplace, he moves some papers
         aside on his desk to reveal an ANSWERING MACHINE.
         Undoing his coat, he pushes PLAYBACK-

                                 ANSWERING MACHINE
                  ... Hello Nick, this is your Mom.
                  Your sister and brother just got in
                  and we're wondering when we're all
                  going to see you.  Please let us...
                  please let me know when you'll be
                  coming home so I can make up your
                  room.  We all miss you.

         The machine beeps to the next message.

                                 ANSWERING MACHINE
                  Hey dude, it's Buddy.  A bunch of
                  us are meeting at D'Agostino's to-
                  night around 6:30 for a drink before
                  heading home for Christmas.  Give me
                  a call... let me know if you're coming.
                  Later...

         A sudden pounding is heard at the front door, startling Nick.
         Stopping the answering machine, he goes over to open it and finds
         KRISTINE standing beyond.  She glares at him harshly.  In her
         hands are the two PACKAGES that were left in her foyer the
         night before.

                                 KRISTINE
                  I thought we talked about this.

         Attempting to avoid Kristine's wrath, Nick sheepishly averts his
         attention elsewhere.

                                 NICK
                  Yeah.  Um... you want to come in?

         Not answering, Kristine enters.  Shutting the door behind her,
         Nick uncomfortably begins to tidy up some things as she folds her
         arms.

                                 KRISTINE
                  Nick, we talked about this.  You
                  just never listen...

         Nick stands staring at Kristine, measuring how to respond.

                                 NICK
                  For Christ's sake Kristine, what was I
                  supposed to do, just forget about you?

                                 KRISTINE
                  We're not going out anymore, I told
                  you not to get me anything.

         Nick is at a loss for words.  Her rage vented, Kristine softens a
         bit, but doesn't stand down.

                                 KRISTINE
                  Why did you do it?

         A long beat passes in which Nick collects his thoughts.  He then
         replies quietly-

                                 NICK
                  It's Christmas.  I thought it'd be
                  the right thing to do.

         Kristine paces frustratedly.

                                 KRISTINE
                  Oh come on Nick.  This isn't about
                  Christmas.  You go out and buy me a
                  necklace, and a tape of a movie we
                  watched together during a different
                  time... how am I supposed to take
                  this?

                                 NICK
                  Kristine, I got you the necklace,
                  because I thought it would look
                  good on you.  I bought you the
                  movie because I knew it was one
                  of your favorites from when you
                  were a little girl...

         Nick throws his arms up.

                                 NICK
                  Why do we have to argue about
                  this?  It made sense to get them
                  because I figured they'd be things
                  you would like...

                                 KRISTINE
                         (quietly)
                  But I told you I couldn't accept
                  anything from you-

                                 NICK
                         (angry now)
                  That was after I bought them.  You
                  don't want them, fine.  Give them
                  away.  Throw them away.  But I'll
                  be damned if I'm gonna return a
                  Christmas gift that I bought for
                  somebody.  Anybody, not just you.
                         (frustrated)
                  God why do you have to make such
                  a big deal out of this?

                                 KRISTINE
                  Because it always seems that you are
                  calling, or doing things for reasons
                  you're not being up front about.

         Nick plops down wearily onto the sofa.

                                 NICK
                  And just what am I not being "up
                  front" about?

                                 KRISTINE
                  Wanting to get back together.
                  Manipulating Christmas for some-
                  thing else.
         Nick stares at her, then looks down, cornered by some of the
         truth in her statement.  He massages his temples as Kristine
         sits down next to him.

                                 KRISTINE
                         (gently)
                  I'm not trying to be mean.  I think
                  it's very sweet of you.  But some-
                  times I don't think even you realize
                  some of the reasons why you do the
                  things you do, and it's always going
                  to make me keep my distance.  That's
                  why I told you not to get me anything.
                  That's why it makes me uncomfortable.

         Concentrating on the wall, Nick tries to gather his thoughts,
         then speaks-

                                 NICK
                  Kristine, I knew you weren't going
                  home for Christmas, I wanted to do
                  something nice.
                         (his voice cracking a little)
                  I don't get through Christmas very
                  well.  Being alone doesn't make it
                  any easier.

         SILENCE.  Outside, the wind HOWLS through the apartment's
         cracks.

                                 KRISTINE
                  Nick... I get lonely too this time
                  of year, I know it's hard... but
                  thinking about the past is dangerous.
                  This relationship does not work.  We
                  do things too differently.  It makes
                  me sad to think that, when I can re-
                  member all of the things we shared.

                                 NICK
                         (glumly)
                  Like our hard heads.

         Disarmed momentarily, Kristine allows a smile.

                                 KRISTINE
                  Like our hard heads.
                         (regaining her composure)
                  We've gotta stop doing this.

         Kristine rises, holding out the necklace and tape to Nick.

                                 NICK
                  I don't have the receipts.

         Kristine shakes her head.

                                 KRISTINE
                  Please Nick.  No more.

         Nick nods.  The storm between them has passed, despite the
         delicate truce.  He gets up and walks her to the door.

                                 KRISTINE
                  what are your plans this evening?

                                 NICK
                  I don't know yet.  How 'bout you?

                                 KRISTINE
                  I'm having dinner with my room-
                  mate and her family, then I'm
                  heading out for midnight mass with
                  them in the suburbs.

                                 NICK
                  Sounds like a blast.
         The two stop at the door.

                                 KRISTINE
                  Well... I figure it's the best
                  place to get my head together with
                  everything else being the way it
                  is.

                                 NICK
                  Yeah...

         Not knowing how to say goodbye, Nick shifts awkwardly.

                                 NICK
                  Well.  Merry Christmas.
         A beat passes.  Caught up in her emotions, Kristine embraces
         Nick suddenly, holding him close.

                                 KRISTINE
                  Merry Christmas Nick.

         Nick watches after Kristine as she exits the apartment and
         then closes the door slowly.  After pacing the length of the
         livingroom, he kicks a metal waste can across the room and
         then surveys the sudden emptiness in his apartment-

15.      EXT.  D'AGOSTINO'S BAR - EVENING

         Some cars pass this cozy little Wrigleyville saloon known as
         D'AGOSTINO'S.

                                 BARKEEP (V.O.)
                  Last call...!

16.      INT.  D'AGOSTINO'S BAR - EVENING

         In the corner of the back room, a television set tuned in to
         "IT'S A WONDERFUL LIFE" rests on top of a wooden perch jutting
         out from the wall.  Below it, Nick sits exasperated over a beer
         before his pal BUDDY and some other friends who have gathered
         to share a last minute drink to toast the holiday-

                                 BUDDY
                         (to Nick)
                  ... I'm really sorry man.  You two
                  still gonna keep in touch?

                                 NICK
                  I don't know!  It's a little hard
                  trying to salvage something, when
                  I still can't figure out why we
                  went bad in the first place!

         Buddy squints his eyes at Nick, trying to keep up-

                                 NICK
                  You know what I mean?

         A beat passes.

                                 BUDDY
                  Kind of.

         Nick snorts derisively at himself.

                                 NICK
                  Well.  Maybe I just gotta let it
                  go and give it a rest.

         Looking at his friend empathetically, Buddy tries to offer him
         some words of solace.

                                 BUDDY
                  No.  No, I do understand.  Re-
                  member last year when I broke up
                  with Jennifer just before the
                  holidays?  I never thought I'd get
                  through it if it weren't for my
                  family.  That's what the holidays
                  are for man, that's what you've
                  gotta concentrate on, is your
                  family.
                         (raising his beer)
                  Haven't you been home yet?

                                 NICK
                  No.  I managed putting it off 'til
                  tomorrow.

         Disappointed by Nick's attitude, Buddy shakes his head with a
         disapproving look.

                                 NICK
                         (defensively)
                  Oh, c'mon Buddy, you know how my
                  family is.  Everybody's so busy
                  talking, nobody ever listens-
                         (beat)
                  It's not anyone's fault, it's just
                  that... everything's already so
                  stressed out that Christmastime,
                  just makes it worse.

                                 BUDDY
                  You'd think twice about saying that
                  if you ever lost them.

         Nick stares at Buddy a moment, then looks down.

                                 BUDDY
                  When my mom got diagnosed with
                  cancer this year, all I could think
                  about was how important it was to
                  be home with her, because none of
                  us knew how much more time she had.
                  That's when you realize everything
                  else is really bullshit, when all
                  the things that make sense look
                  like they're just about to be yanked
                  out from under you!  And look at her
                  now... she's in remission!

         Nick looks back up at his friend, recognizing the truth
         in what he says.

                                 NICK
                         (quietly)
                  Thank God for that.

         Buddy nods.  It's obvious that almost losing his mother has
         left an everlasting impression.

                                 BUDDY
                  You know it.  She fought it all
                  the way and won.

         He lifts his beer.

                                 BUDDY
                  To my mom.

         Nick raises his bottle.

                                 NICK
                  God bless her.

         Sipping from their drinks, the two silently ponder it all.  On
         the television set above, GEORGE BAILEY sits at
         MARTINI'S BAR praying for a miracle.  Noticing, Buddy
         yells up at the barkeep-

                                 BUDDY
                  Hey Bob!!!  Isn't anything else on?

         BOB the bartender holds up the remote control and aims it
         at the television.  Flipping channels only reveals "It's a
         Wonderful Life" on almost every other station although at
         different points in the movie.  Everyone in the bar howls with
         laughter.  Buddy leans back to pull a few bills from his pocket
         while Nick contemplates George Bailey's dilemma.

                                 BUDDY
                         (signaling Nick to rise)
                  Christmas is what you make of it pal.
                  If Jimmy Stewart can get through it,
                  so can the rest of us.

17.      EXT.  ADDISON & SOUTHPORT - NIGHT

         Nick and Buddy leave D'Agostino's while exchanging
         "GOODBYES" and "MERRY CHRISTMASES" with their other
         friends.

         As the group separates and the lights in the bar grow dim,
         the two start down the icy street.

                                 NICK
                  You know what really sucks Buddy,
                  is that even if stuff was great with
                  my family, even if I was still on
                  decent terms with Kristine, even if
                  I was halfway satisfied with my job,
                  something still wouldn't seem right.

                                 BUDDY
                  Like what?

                                 NICK
                  Like everything!  Take a look around
                  us, everybody's hurting!  I saw this
                  bag lady today, all she wanted was
                  some money so she could eat...

                                 BUDDY
                  Well did you give her something?

                                 NICK
                  Yeah I gave her something... but
                  does it matter?  Is it gonna make a
                  difference?

                                 BUDDY
                         (firmly)
                  As long as you put forth the effort,
                  it does...
         Buddy examines his friend, not sure of what other comfort
         he can offer.  He then holds his hand out.

                                 BUDDY
                  Come on...

         A beat passes.  Extending his hand, Nick shakes with Buddy.

                                 NICK
                         (sighing)
                  Yeah, well... thanks for listening.

                                 BUDDY
                  You've been there just as many times
                  for me.  Merry Christmas "Saint Nick"...
                  Get home safely.

                                 NICK
                  I will.

         The friends part.  As Buddy disappears down the street.
         Nick looks up at the moon.

                                 NICK
                  No snow.
                         (beat)
                  It should snow for Christmas.

         As Nick gazes up into the night sky, a COUPLE pass
         intent on getting somewhere on time.  Distracted by them,
         he watches as they scurry past and seeing their destination,
         follows after them.
18.      EXT.  MUSIC BOX THEATER ON SOUTHPORT - NIGHT

         Following after the couple, Nick finds himself in front of the
         MUSIC BOX THEATER, a small, refurbished movie palace
         situated in the middle of the neighborhood.  Beneath the
         marquee, a group of people stand in line waiting to buy
         tickets.

         Looking up, Nick sees the words:

                                 "WHITE CHRISTMAS"
                                 "WONDERFUL LIFE"
                                 X-MAS SING-ALONG

         A group of HIGH SCHOOLERS carrying JINGLE BELLS
         catch Nick's attention.  As they notice him, they all chime
         "Merry Christmas".  Nick nods, indicating the theater.
                                 NICK
                  Which one's playing next?

                                 HIGH SCHOOLER
                  "It's A Wonderful Life."  Last
                  show too...

                                 NICK
                  Why would you pay to see "It's
                  A Wonderful Life" when you can
                  see it at home for free?

                                 HIGH SCHOOLER
                  Are you kidding?  They sing Christ-
                  mas Carols right before the show!
                  Come on, you'll have some fun...

                                 NICK
                  Ah... I don't know...

         Sensing that Nick is alone on Christmas Eve, the kids try
         coercing him into checking out the show.

                                 KIDS
                  Come on...

                                 HIGH SCHOOLER
                  But you'll need one of these-

         The girl passes him one of the JINGLE BELL STRINGS.
         Nick studies them amusedly.

                                 NICK
                  Thanks.
                                 HIGH SCHOOLER
                  Make sure you put them to good use!

         As the high schoolers move on, Nick shakes his head
         and looks back at the other holiday revelers surrounding him.
         Intrigued at their enthusiasm, he clutches the jingle bells
         close and gets in line to buy a ticket.


19.      INT.  MUSIC BOX AUDITORIUM - NIGHT

         The house lights are dim.  Excited audience members have
         already filled the small movie palace.  Along the auditorium
         walls, garland and ornaments decorate the terra cotta facades
         reminiscent of an ornate Spanish village.  In the back of the
         theater, Nick enters with his jingle bells.  Up near the front,
         lyrics are projected onto the screen while an ORGANIST
         playing a huge WURLITZER and the THEATER MANAGER
         both guide the audience through the last verse of "SANTA
         CLAUS IS COMING TO TOWN".  As the song finishes, the
         audience ROARS its approval.

                                 THEATER MANAGER
                  That was great!!!  Once again, I
                  want to welcome you all to our
                  Annual Holiday Sing Along!!!  If
                  you haven't been here for this
                  before, although something tells
                  me most of you have,all you have
                  to do is follow along with the
                  lyrics on the screen as our previous
                  song takes on a different... "twist"-

         As the organist begins, the theater is FILLED with the power
         of the Wurlitzer's old-fashioned sound.  Energized by it, Nick
         takes a seat as the theater manager leads the audience in an
         alternate version of "SANTA CLAUS IS COMING TO TOWN"
         with lyrics behind him on the immense screen that concentrate
         on the holidays more ironic aspects-

                                 MANAGER AND AUDIENCE
                  "Oh, you'd better get set, to
                  cough up some dough... here's the
                  sad news in case you don't know...
                  Santa Claus is coming... to town...."

         Nick laughs.

                                 MANAGER AND AUDIENCE
                  "Your wife gets the gifts... the
                  kids get the thrills... first of
                  the year you'll get all the bills...
                  Santa Claus is coming, to town!!!"

         As Nick watches the crowd around him, he catches sight
         of the high schoolers who smile and wave their bells at him.
                                 MANAGER AND AUDIENCE (CONT.)
                  "... And you'll be very lucky...
                  if RIGHT at Christmas time... old
                  Santa Claus brings YOU a tie from
                  the well known five and dime..."

         Pulling his bells out, Nick waves them back and follows suit
         as the theater manager winds the audience towards the finale-

                                 MANAGER AND AUDIENCE (CONT.)
                  "Oh, you're gonna be broke so smile
                  and sit still, if he don't get you
                  INCOME TAX will... Santa Claus is
                  coming... TO TOWN!!!"

         The audience applauds wildly.  As they die down, the manager
         continues.

                                 THEATER MANAGER
                  If you were here for the last film,
                  you should already have this one down.
                  Put your hearts into it, because you
                  never know what magic it will cause...
         "WHITE CHRISTMAS" is played.  As Nick sings along with
         the audience, we can tell he seems to finally be filled with
         some warmth.  As the song winds down, a special film loop
         in the projection booth causes it to look as if it's SNOWING
         within the theater.  Still singing, the audience members throw
         their hands together in wild approval.

         As the song ends, the curtains part to reveal the familiar image
         of the LIBERTY FILMS logo while the first strains of the
         opening music to "IT'S A WONDERFUL LIFE" can be heard-

                                 THEATER MANAGER
                  That was great!!! From the Music Box
                  staff to you and yours, have a safe
                  and happy holiday, and thanks again
                  for coming!!!

         As the manager and organist depart from the auditorium, Nick
         applauds with the rest of the audience as the FILM BEGINS-

20.      EXT.  MUSIC BOX THEATER - LATE NIGHT

         Outside, a mild snowfall that has already accumulated two inches
         makes the Music Box Theater and all of Southport Avenue look
         like a postcard.  Even after the show ends, small flakes continue
         falling as the audience members stream out.

         Exiting the theater, Nick looks around and smiles.  He is
         definitely in better spirits.

21.      EXT.  SOUTHPORT AVENUE - LATE NIGHT

         As Nick begins his journey home through the snow, he sees a
         LITTLE GIRL gazing out from her open apartment window along
         the avenue reaching out and catching snowflakes.  As she catches
         sight of him, Nick smiles at her and waves up.

                                 LITTLE GIRL
                  Hey mister.

                                 NICK
                  Merry Christmas!  Hey... you be
                  careful up there!

                                 LITTLE GIRL
                  Have you seen Santa Claus?

                                 NICK
                  No, not yet.  It's still early
                  though.  I'm sure he'll be along
                  while you're asleep.

                                 LITTLE GIRL
                  I don't know.  Momma doesn't think
                  he'll come.

         Nick's eyebrow raises, a little stunned by her statement.
         Wondering what she means, he carefully presses.

                                 NICK
                  Well why does your momma think that?

         The little girl shrugs.

                                 LITTLE GIRL
                  She said first he has to visit the
                  families whose daddies are working.
                                 NICK
                  Oh.  Doesn't your Daddy work?

                                 LITTLE GIRL
                  No.  He's dead.  My momma works
                  though.

         Nick gazes speechlessly at the little girl.  As he puts two and
         two together realizing what hard times the little girl's widowed
         mother must be facing, she suddenly APPEARS next to her
         daughter.  Looking a little haggard, the young mother picks her
         daughter up.

                                 MOTHER
                  Come on honey, it's time to go to
                  bed-

         Thinking quickly, Nick digs into his coat pocket-

                                 NICK
                  WAIT!

         The MOTHER looks down, noticing Nick for the first time.
         Wary, she begins to lower the window.

                                 NICK
                  Please, hold on...

          The mother pauses.

                                 MOTHER
                  What do you want?

                                 NICK
                  Well, your little girl told me
                  how you don't think Santa Claus
                  is coming...

         The mother's face tenses.  A combination of SHAME and
         RESENTMENT.  Before she can answer though, Nick has pulled
         the JINGLE BELLS from his pocket.

                                 NICK
                  Since he's so busy, he wasn't sure
                  if he'd be able to get everywhere
                  either, but I saw him.

          The little girl's eyes brighten.
                                 NICK
                  Yeah!!!  I saw him, and he gave me
                  these, and he wanted to make sure
                  that you get them...

         Nick takes a step back and tosses the jingle bells up towards the
         window.  They bounce off the wall and fall back down to hit
         Nick on the head.

                                 NICK
                         (grabbing them)
                  Wait a minute.  Get ready now...
                  catch!!!

         He throws the bells again, clearing the window.  As they pass
         through, the little girl grabs them-

                                 NICK
                         (pleased with himself)
                  You take care of those... they
                  belonged to Rudolph!
                                 LITTLE GIRL
                  See mommy, I told you Santa would
                  bring something!

         Nick looks up at the mother nervously, not knowing what to
         expect.

                                 NICK
                  I hope I wasn't out of place
                  there.  I...

         The mother shakes her head and holds her lips tight for fear of
         crying.  Not wishing to embarrass the woman, Nick quickly
         moves on.  Watching after him thankfully, she shuts her window
         and moves out of view.
                                                      DISSOLVE TO:

22.      EXT.  SIX CORNERS - LATE NIGHT

         Nick walks through the silent snow swept streets.  Around him,
         the three streets Belmont, Lincoln and Ashland crisscross.  At
         the streets' juncture is a wide open intersection overwhich the
         abandoned hulk of an out-of-business department store looms.
         Christmas decorations are visible on some buildings, as well as
         twinkling lights.  The avenue itself though, with the exception
         of one or two passing cars, is barren.
         NICK

         looks up at the sky, focusing on the constellations.
         One star shines brighter than the others, TWINKLING in the night.
         Nick snorts cynically.  For a moment though, he suddenly
         imagines that he hears angels singing.  Realizing that the idea
         is absurd, he focuses back on the street and sees beyond the
         darkened storefronts a Gothic CHURCH SPIRE cutting upwards
         through the low drifting clouds.  Curious as to the origin of
         the singing, Nick starts walking-
23.      EXT.  ST. ALPHONSUS CHURCH - MIDNIGHT

         Nick finds himself standing in front of ST. ALPHONSUS CHURCH.
         Blanketed with snow, the scale of the structure is humbling as
         is the facade.  On each of the four walls situated at the base
         of the steeple, a Roman numeral clock face bears the time 12
         O'CLOCK MIDNIGHT.
         Nick gazes at the open doors of St. Alphonsus.  A few latecomers
         can be seen arriving.  Drifting towards the steps, Nick joins
         their ranks and enters.

24.      INT.  ST. ALPHONSUS CHURCH - MIDNIGHT

         The church is only half-full, not quite matching the numbers
         seen earlier within the Music Box.  A CHOIR sings "O HOLY
         NIGHT" in a loft at the rear.  Entering from the back, Nick looks
         about taking in the solid stone columns and meticulously
         varnished woodwork.  Interspersed along the walls between a
         half-dozen confessionals are brass plaques depicting the
         stations of the cross.  Overlooking the altar is a stained glass
         window with a giant crucifix hanging in front of it.  Off and to
         the side is a small NATIVITY CR»CHE.
         Passing some worshippers, Nick advances respectfully up a side
         aisle towards the front of the church so that he may get a better
         view of the CR»CHE.  Approaching it, he stops to notice that the
         CHRIST CHILD FIGURE is missing.
         Nick looks around at the congregation gathered for the midnight
         service.  No one seems to notice that the Christ Child figure is
         gone.  Distressed by this, Nick glances around for an USHER and
         on spotting one, quickly shuffles over.

                                 NICK
                         (whispering)
                  Excuse me-

         The usher notices Nick.

                                 USHER
                  Yes?

                                 NICK
                  The Christ Child figure...

         The usher looks at Nick quizzically.

                                 NICK
                  It's just that... your Christ Child
                  figure is missing.

         The usher nods her head in affirmation, totally unruffled.
         Nick is incredulous.

                                 NICK
                  I'm sorry, but hasn't anybody noticed?

                                 USHER
                  Oh yes, it's been missing since
                  yesterday.  Some teenagers stole
                  it from Father Jacobse, although
                  I can't imagine what they plan on
                  doing with it-

         NICK

         is having a hard time dealing with the usher's complacency
         in the matter.  Around them, the congregation has quieted
         for the PRIEST who has appeared, preparing to start his
         sermon.

                                 NICK
                         (to usher)
                  It's Christmas Eve!  Isn't anybody
                  upset about it?

         The usher looks at Nick with a serenity in her eyes that speaks
         volumes-

                                 USHER
                  The child may be missing, but his
                  spirit is still in our hearts.

         Mesmerized by the service around him and the people that have
         come together in worship, Nick glances towards the altar as
         FATHER JACOBSE begins.
                                 FATHER JACOBSE
                  Although many of us face troubled
                  times these days, we must always keep
                  in mind that Christmas, is not the
                  holiday where we get what we want...
                  but when we get what we need...

         As the impact of Father Jacobse's words hit Nick like a hammer,
         he is suddenly transported back to the events of the past twelve
         hours-

         FLASHBACK

         Jay passes his gift along to Nick-

                                 NICK
                  Thanks man.  This's really made
                  my day.

         Jay smiles, shakes Nick's hand and gets up to leave.

                                 JAY
                         (looking at his watch)
                  No problem man.  I gotta fly... I'm
                  meeting Tammy- Merry Christmas.

                                 NICK
                  Yeah, you too.

         FLASHBACK

         Nick digs into his pocket and pulls out some money for the BAG
         LADY-

                                 BAG LADY
                  Thank you sir.  Merry Christmas!

         FLASHBACK

         Buddy counsels Nick at D'Agostino's-

                                 BUDDY
                  ... That's what the holidays are
                  for man, that's what you've gotta
                  concentrate on, is your family.
                         (raising his beer)
                  Haven't you been home yet?

         FLASHBACK

         Kristine embraces Nick, holding him close.

                                 KRISTINE
                  Merry Christmas Nick.

         FLASHBACK

         The high school girl passes Nick one of her JINGLE BELL
         STRINGS.

                                 HIGH SCHOOLER
                  Make sure you put them to good use!

         FLASHBACK

         Nick throws the jingle bells up to the little girl as the mother
         looks down thankfully.

                                 MOTHER
                  What do you want?

                                 NICK
                  Well, your little girl told me how
                  you don't think Santa Claus is coming.
                  Since he's so busy, he wasn't sure if
                  he'd be able to get everywhere either,
                  but I saw him.

          The little girl's eyes brighten.

                                 NICK
                  Yeah!!!  I saw him, and he gave me
                  these, and he wanted to make sure
                  that you get them...

          FLASHBACK

          Nick in the electronics store, with the clerk offering assistance-

                                 CLERK
                  Sir.  Is there something I can help
                  you find?

          Nick glances at the clerk.

                                 NICK
                  Oh... no.
                         (sheepishly)
                  If I can't find it myself, I don't
                  think you could help me.
                         (beat)
                  Thanks anyway though.

         BACK ON NICK

         REALIZING what he's been missing as Father Jacobse FINISHES
         his sermon-
                                 FATHER JACOBSE
                  ... Every now and then we need to
                  look into our hearts, and realize
                  that the source of all the emptiness
                  we sometimes feel, is in not recog-
                  nizing the true spirit of Christmas-
                  the spirit of faith... the spirit of
                  goodwill... and the spirit of under-
                  standing-
         NICK'S EYES GLAZE OVER

         Wiping them quickly, he takes a position at the nearest available
         pew.  As the choir begins singing their energy practically
         ILLUMINATES THE CHURCH WITH LIGHT-
25.      EXT.  ST. ALPHONSUS CHURCH - CHRISTMAS

         The Christmas service at St. Alphonsus lets out.  Exiting the
         church amongst the other worshippers, Nick passes the usher who
         joyfully shakes his hand-

                                 USHER
                  Merry Christmas!

         Nick nods, and reflected in his expression is a renewed sense of
         optimism not only for himself, but all mankind.

                                 NICK
                  Thanks.

26.      EXT.  NICK'S APARTMENT - CHRISTMAS

         Nick makes his way home down the silent snow swept street.
         Climbing up the steps of his building, he lets himself through
         the first set of doors and enters the foyer.

27.      INT.  NICK'S APARTMENT FOYER - CHRISTMAS

         Nick fumbles with his keys in the dimly lit entryway.  As he
         begins to unlock the second door, he hears a light knock from
         behind him.  Turning, he sees KRISTINE standing outside.

         Of all the people Nick expected to see at this point in the
         evening, Kristine is the LAST mon his list.  Regaining his senses
         quickly however, he hastily opens the door.

                                 NICK
                  Hey-

                                 KRISTINE
                  I thought I'd stop by to see if you
                  still might be here...

         Nick is still a little dazed by her appearance.  Snapping to, he
         ushers her in-

                                 NICK
                  Come on in...

         Kristine enters the foyer, Nick closing the door behind them.
         The two face each other awkwardly-

                                 KRISTINE
                  I'm sorry... I tried calling first,
                  but all I got was your machine-

                                 NICK
                  Yeah, I was out...

         A long beat passes, leaving Nick to further wonder as to the
         meaning behind Kristine's visit.  Kristine herself seems
         uncertain.  Sensing this, Nick breaks the ice-

                                 NICK
                  How was your night... how was
                  church?

                                 KRISTINE
                  It was good...

                                 NICK
                  Yeah... ?

                                 KRISTINE
                  Yeah... It was really good-
                         (beat)
                  There are just a few things that I
                  needed to come by here and tell you
                  tonight...
        Nick gazes at Kristine not knowing what to expect.

                                 KRISTINE
                         (stammering)
                  I was pretty hard on you earlier
                  and...  I kept thinking through
                  the service that, regardless of what
                  we've been through, you have always
                  been there for me and...

         She shuffles nervously, her guard now totally down.

                                 KRISTINE
                  ... I wanted you to know that I
                  appreciate it, and... I wanted to
                  thank you-

         NICK

         gazes at Kristine in disbelief, thankful at the fact that a
         reconciliation is dawning.

                                 NICK
                         (gently)
                  Of course...

                                 KRISTINE
                  I even tried to get you something,
                  but... everything was closed.

         Nick rolls his eyes self-effacingly-

                                 NICK
                  That's how this whole thing started...

         Kristine laughs, and the two are suddenly struck by the
         absurdity of their situation.

                                 NICK
                  Look, Kristine, I'm really sorry
                  that those things I bought you put
                  you on the spot...

                                 KRISTINE
                  Just forget about it, really...
                         (meeting his eyes)
                  It's Christmas.

                                 NICK
                  Yeah...

         Nick and Kristine stand shivering in the cold, unwilling to
         part but not quite knowing where to go next.  Nick glances
         outside.

                                 NICK
                  So... how 'bout the snow... ?

                                 KRISTINE
                  It's beautiful.

                                 NICK
                  Yeah.

         Nick looks at her.

                                 NICK
                  It's cold.

         She nods.

                                 NICK
                  You want to come up for a minute?
                  I could make you some hot chocolate-

                                 KRISTINE
                  Umm... yeah... you sure?

                                 NICK
                  Yeah!

         Pondering uncertainly whether or not Nick's suggestion is a wise
         one, Kristine relents after a moment and then smiles.

                                 KRISTINE
                  Why not.
                                 NICK

         opens the door.  It is an emotional moment, and despite the
         lessons both he and Kristine have learned during this cold
         winter solstice, each still feels very much alone.  For now
         though, they have found some comfort in each other through
         the peace that comes from understanding.
                                 NICK
                  There's just one thing I've gotta
                  do first...

         As Nick and Kristine head up the staircase, the dank December
         wind outside howls quietly.


28.      EXT.  NICK'S APARTMENT - CHRISTMAS

         Although it is dark, we can still see snowflakes falling.  Nick's
         apartment dominates the frame.  As we pull back from it, a light
         in his livingroom window goes on, after which we can see him
         SILHOUETTED while picking up the phone and dialing-

                                 NICK
                  Hi mom, it's me... I'm sorry
                  I'm calling so late.  No, no,
                  everything's fine, really.  I just
                  wanted to let you to know that I'll
                  be over first thing in the morning.
                  I love you too.  Merry Christmas-
         THE CAMERA TILTS UPWARDS AND THEN PANS ACROSS TOWARDS THE
         BRIGHTLY LIT CHICAGO SKYLINE.

         FADE TO BLACK

         END CREDITS


         © 1993 Jerry Vasilatos and Nitestar Productions.
    
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