brought to you by The Val Lewton Screenplay Collection

                                         "BEDLAM"

                                   AN RKO RADIO PICTURE

                                       Final Script

                                      June 30, 1945

                                    CHAMBER OF HORROR

                                     A TALE OF BEDLAM

               BEHIND the MAIN and CREDIT TITLES appear a series of Hogarth
               paintings; one painting to each card. The painting which
               shows the "Industrious Apprentice" in church will be used to
               frame the MAIN TITLE. More elaborate and multicharactered
               paintings will be used until the final painting is "Bedlam."
               It is over this last painting that the narrative title
               appears.
                                      LONDON - 1761
                           The people of the Eighteenth Century
                         called their Period "The Age of Reason"

               As this TITLE FADES, the MUSIC of the overture FADES WITH it
               and there can be heard the SOUND of shrieks, wild laughter
               and hysterical babbling.

               EXT. ST. MARY'S OF BETHLEHEM HOSPITAL - NIGHT - SPECIAL
               EFFECTS

               LOW CAMERA SETUP to show the face of the building between the
               two statues of "Madness" and "Melancholia" above the gates.
               The CAMERA TILTS to show the upper stories. As it reaches the
               cornice of the building, a man in dark small-clothes and a
               white shirt, can be seen clinging to the gutter four stories
               above the street. He has the fingers of one hand hooked over
               the gutter and is wildly scrambling to get a grip with the
               other hand. 

               CLOSE SHOT - the man, dangling from the roof, desperately
               struggling.

               EXT. THE ROOF GUTTER - ST. MARY'S OF BETHLEHEM - NIGHT

               A man with a lighted lantern in his hand, wearing great broad
               toed shoes, comes clumping along the gutter. He holds up the
               lantern to look for a moment at the struggling man.

               ANOTHER ANGLE - the CAMERA SHOOTING down OVER the

               shoulders of the man with the lantern. For a brief moment,
               the lantern light illuminates the white, desperate face of
               the clinging man. Then the man with the lantern grinds the
               other man's hand under his heavy heel. The man in the white
               shirt falls, screaming.

               EXT. ST. MARY'S OF BETHLEHEM HOSPITAL - NIGHT

               The falling figure, as the man drops with a long, sustained
               shriek of desperation. The body crumples sickeningly on the
               sidewalk. People run in from either side. The door opens and
               a warder clatters down the steps.

               The CAMERA TILTS again and goes up past the doorway to focus
               on the lintel between the statues so that the inscription
               thereon can be read.

                            ST. MARY'S OF BETHLEHEM HOSPITAL 

                                  Asylum For The Insane

               EXT. LONDON STREET - NIGHT

               LONG SHOT. A closed carriage comes careening down the street,
               its lamps glowing, and the coachman and footman sitting
               austerely on the box.

               INT. LORD MORTIMER'S CARRIAGE - NIGHT - PROCESS

               Lord Mortimer and Nell Bowen. Lord Mortimer is a blandly
               stout man, puffy as a Yorkshire pudding, with a belly that
               would do honor to Silenus.  He is of merry, but stupid,
               countenance and even in an age of rococo ostentation, his
               costume is outstandingly luxuriant. Actually, he is not a bad
               sort; only a little too rich and too foolish for his
               country's good.

               Like Lord Mortimer, his companion, Nell Bowen, is a product
               of her age; a beautiful girl, bold as a frigate, merry as a
               flag and with no more thought for right and wrong, or the
               problems of the future, than the parrot on her wrist. She
               would rather say a bright word than do a good deed. At the
               moment, she is amusing herself with her parrot. Lord
               Mortimer, between sniffs of snuff and the accompanying
               explosive sneeze, is rolling with laughter, his fat belly
               shaking. He stops long enough for Nell to coax her parrot to
               display its prowess.

                                   NELL
                             (to the parrot)
                         Come, Poll, do you know my friend,
                         Lord Mortimer?
                             (prompting) )
                         Lord Mortimer — Lord Mortimer —

               The parrot finally deigns to let out a raucous yell.

                                   PARROT
                         Lord Mortimer is like a pig. His
                         brain's small and his belly big.

               Lord Mortimer is seized with paroxysms of laughter. He hugs
               Nell with familiarity in the abandon of his mirth.

               EXT. LONDON STREET - NIGHT

               MED. LONG SHOT - the coach. A few people running across the
               street are in danger of being run down. The coachman slows
               his team. A huckster, pushing his barrow before him,
               hastening to see the cause of the excitement, brings the
               carriage of Lord Mortimer to a complete halt.

               EXT. THE COACH - NIGHT

               MED. SHOT. Lord Mortimer is leaning forward to see what is
               going on. The footman starts to climb down.

               INT. THE COACH - NIGHT

               SHOOTING OUT PAST Nell Bowen and Lord Mortimer. The footman's
               head appears at the window.

                                   MILORD
                         What's this hub-bub?

                                   FOOTMAN
                         One of the lunatics from the
                         asylum, I expect, Milord.

                                   NELL
                             (excitedly)
                         A prank? A jest?

                                   MILORD 
                         Go and see, John.

               The footman turns and leaves and can be seen pushing his way
               through the crowd.

                                   NELL
                             (looking out and up)
                         Bedlam --? It doesn't look so merry
                         a place, Milord. . .

                                   MILORD 
                         Never been there?

               Nell, still looking, shakes her head.

                                   MILORD
                         You'll have to pay Master Sims
                         tupence to see the loonies in their
                         cages — maybe they can teach you
                         some new tricks, Nell.

                                   NELL
                         I've no need of their wit to
                         entertain you, Milord.

               Lord Mortimer tries to get the kernel of the thought between
               his mental teeth. Before he can get it, John, the footman,
               comes back through the crowd.

                                   JOHN
                         They say, sir, that one of the poor
                         devils in there fell from the roof,
                         trying to escape.

                                   MILORD 
                             (without any feeling)
                         Very regrettable — well, drive on.

                                   JOHN
                         (a little excitedly) 
                         Your Lordship — it seems to me the
                         man was known to you.

                                   MILORD
                         Eh?

                                   JOHN
                         I thought I saw him in your company
                         not a week gone by.

                                   MILORD
                         Eh — really?

               He shifts himself ponderously forward on the cushioned seat.

                                   MILORD
                         Well, let's have a look.

               John holds the door open for him and he starts to get out.

               CLOSE SHOT - the step of the carriage as Lord Mortimer's
               satin-slippered foot is placed upon it. The step sags down
               and the carriage groans with his weight.

               MED. LONG SHOT - the crowd, SHOOTING PAST the rear wheels of
               the coach. Lord Mortimer, proceeded by the footman, makes his
               way through the crowd.

               ANOTHER ANGLE. On the pavement, in a disjointed fashion, the
               body of the man in the white shirt lies sprawling. Lord
               Mortimer bends over him.

                                   JOHN
                         (gesturing) 
                         You — with the light —

               The link boy advances his torch.

               LOW CAMERA SETUP.    The torch light illuminates a close view
               of Lord Mortimer's face.   '

                                   MILORD
                         (quietly and without change of
                         expression) 
                         It is — it is young Master Colby.

               MED. FULL SHOT. Lord Mortimer turns to a man in a leather
               apron whose official capacity as a guard is demonstrated by
               the keys hung at his hip.

                                   WARDER
                         He fell trying to escape. Some of
                         our boobies haven't sense enough to
                         keep safe behind their bars.

                                   MILORD
                         Where is Sims? 

               The man shrugs.

                                   MILORD
                         Fetch him.

                                   WARDER
                         He is dining out, Milord.

                                   MILORD 
                             (angrily)
                         Dining out with Colby's blood on
                         his hands! Do you know me?

                                   WARDER
                         (knuckling his forehead)
                         Yes, Milord,

                                   MILORD
                         Then tell Master Sims to wait upon
                         me in the morning. I have some few
                         words I wish to say to him.

               The warder bobs his forelock in deferential agreement. Milord
               turns away, striding through the crowd to his carriage.  .

                                                               FADE OUT

                                                                FADE IN                                                                                                                           

               INT. ANTE-CHAMBER OF LORD MORTIMER'S HOME - DAY                          

               The sun shines warmly into this little bright-bandbox of a
               room to illuminate the brooding figure of a man in a black
               coat. He sits with his chin upon the rounded head of his cane
               and the seamed wickedness of his heavy face, the thick woolen
               stuff of his clothes and even the stiff leather of his shoes,
               all make a sad contrast to the shining satin, polished wood
               and painted wall paper of this pretty apartment.

               This is Master Sims, Apothecary General of the Hospital,          
               St. Mary's of Bethlehem, pamphleteer to the Tory party,            
               a poetaster and a wit; a type de siecle cut from the                  
               same sharp cloth as Boswell, Johnson and Voltaire; men                
               of genius who were at the same time scoundrels and toadies.                                                                                                                   

               From the next room comes the shout of Nell's parrot and    
               the roaring laughter of Lord Mortimer. As Sims sits waiting,
               a small procession of servants pass bearing trays of covered
               dishes from which small clouds of steam escape. The last is
               an elaborately dressed little black-a-moor bearing a small
               silver mirror and a patch box. Sims interposes his cane
               before the colored boy, bringing him to a halt.                                                                                   

                                   SIMS                                   
                         Will you remind Lord Mortimer that
                         I am waiting.

               The little black-a-moor gives him one look and passes on
               disdainfully.

               CLOSE SHOT - Master Sims relaxes again into a waiting
               posture. From Lord Mortimer's room comes another shout of
               laughter. He looks at the doorway with hatred, then quickly
               looks about the room, straightening his face as if afraid
               that even this momentary flash of true feeling might have be
               on seen.

               INT. LORD MORTIMER'S BED CHAMBER - DAY                                                  

               Lord Mortimer is still in bed surrounded by billowing                  
               cushions, so that the bed and his body are one great mass of
               globular curves. Nell Bowen, in a velvet riding habit, her
               train over her arm a crop in her hand

               and a cocky tricorn on her head, lounges at the foot of the
               bed. Beside her on a stand sits her parrot. The servants are
               busily setting out Lord Mortimer's breakfast table. The
               colored page has presented him with the mirror and is holding
               before him. Lord Mortimer selects a patch and looking in the
               mirror finds a place for it on his cheek. He pats It into
               place, then turns the mirror so that the little, colored boy
               can see it.

                                   MILORD
                         Well, Pompey, are you a pretty boy
                         this morning?

               Pompey looks into the mirror and makes a horrible grimace,
               contorting his face into what he conceives to be the very
               pink of ugliness.

               EXTREMELY CLOSE SHOT - of the mirror with Pompey's grimace
               reflected therein.

               MED. FULL SHOT - the group.

                                   NELL 
                         What are you trying to do, Pompey?

                                   POMPEY
                             (looking up)
                         Milord, I want to look like the
                         visitor in the hallway.

                                   MILORD
                             (almost roaring as he sits
                              up in bed)
                         Sims! I'd forgotten Sims!
                             (to servants)
                         You there clear out. I want room
                         for anger.

               The servants hurriedly finish putting the last dishes on the
               breakfast table and, bowing,  start to take their departure
               from the room.

                                   NELL
                             (calling after them gaily)
                         Send in the good Sims — first 
                         course for Milord's rage, to be
                         eaten with a sauce of Lightning,
                         and to the tune of thunder - Send
                         him in — send him in —

               INT. ANTE-CHAMBER -  DAY

               The servants come in from the inner room.    One of them
               starts over toward Sims who lifts his chin expectantly from
               his  cane.    Before the servant can speak there is a bellow
               from the other room.

                                   MILORD'S VOICE
                             (shouting)
                         Sims!

               With a smirk the servant gestures toward the door.    Sims,
               rising slowly, passes into the other room.    As he goes
               through the doorway another bellow can be heard.

                                   MILORD'S  VOICE
                         Sims!

               The door closes behind him.  With one-accord the servants
               cluster about the door, one  gluing his eye to the, keyhole, 
               another his ear to the panel.  There is a confused hub-bub of
               angry SOUNDS.  They grin maliciously. Suddenly, the door
               opens and the servants straighten up and try to look as if
               they had been engaged upon lawful errands, then relax as
               Pompey comes through the door.  He  looks them over coolly,
               shuts the door and then takes the key position at the
               keyhole.



               INT.   LORD MORTIMER'S BED CHAMBER -  DAY

               Master Sims is  making an elegant "leg" before his Lordship.    
               Lord Mortimer is in  full  spate.

                                   MILORD
                         --  that you hated him I knew, that
                         you envied him was known to all,
                         but that you would dare -- dare to 
                         leave that murderous window open -- 
                         to murder him from spite  and envy -

                                   SIMS
                         Murder, Milord? There was no
                         murder. Jackson was my guest. 
                         He decided to leave the window
                         before I could open the door for
                         him and then -- that monstrous
                         accident.

                                   NELL
                         Accident? Master Sims is writing a
                         new dictionary.

               Both men look at her, completely puzzled.

                                   NELL
                         Are accidents contrived, plotted,
                         executed?

               Sims looks at her for a moment, appraising and judging his
               antagonist, then he smirks.

                                   SIMS
                         Exactly,   Mistress Bowen.    This
                         was  a misadventure  contrived by
                         the  victim and executed by
                         nature's law that those who lose
                         their grip on gutters must fall.

                                   MILORD
                         You stick to that story, Master
                         Sims?

                                   SIMS
                         I could never invent one half so
                         droll. The characters of the tale;
                         two poets — Colby and myself. But I
                         am not only a poet, but also, by
                         your Lordship's favor, the
                         Apothecary General of St. Mary's of
                         Bethlehem Hospital. My friend comes
                         to discuss poetry. I am absent. My
                         guards mistake my friend for a mad
                         man. He attempts to escape from
                         them and is killed -- like a
                         romance, Milord.

                                   MILORD
                         It's a romance that cost me twenty
                         guineas and a night of laughter.

                                   SIMS
                         How so, Milord?

                                   NELL
                             (breaking in)
                         Lord Mortimer was foolish enough to
                         pay in advance for poetry promised
                         in the future. Jackson was to write
                         a masque for the fete Lord Mortimer
                         is giving.

                                   SIMS
                         (almost cringing in his servility)
                         If I could offer my humble talents 
                         - even at the hospital I deal in
                         wit and laughter, Madame. Are there
                         any who have come to Bedlam and say
                         the entertainment is not worth the
                         tupence they paid?

                                   NELL
                         You don't entertain me, Master
                         Sims.

                                   SIMS 
                             (grinning)
                         That is because you have a tender
                         heart. Most people laugh at my
                         ugliness.

                                   NELL
                             (coldly)
                         It offends me, sir.

                                   SIMS
                             (with a gracious gesture)
                         To move a lady so beautiful in any
                         way --

                                   MILORD
                             (laughing)
                         He's gallant, too.

                                   SIMS
                         I am as you wish, Milord, and I
                         shall make your fete a frolic you
                         will remember.'

                                   MILORD
                         How?

                                   SIMS
                         Sometimes the success of the play
                         belongs to the players. What if the
                         masque were performed by my company
                         of wits, the Bedlamites?

                                   MILORD
                         Have your loonies perform?

               He begins to laugh at the thought.

                                   MILORD
                         The opposition --- not John Wilkes
                         nor his whole Whig Party -- could
                         think of anything as clever as
                         that, eh, Nell?

                                   NELL 
                         You didn't think of it either.

                                   MILORD
                         Well, it's one and the same thing —

               He waves his hand in Sims' general direction.

                                   MILORD
                         My friend, here, thought of it.

                                   SIMS
                         Let us say that you inspired the
                         thought, Milord.

                                   MILORD
                             (immensely pleased)
                         You hear that Nell? I inspired him.

               Nell looks from Lord Mortimer to Sims and back again. She
               says nothing.

                                   SIMS
                             (trying to draw her into
                              this community of good
                              feeling)
                         Let us say that you both inspired
                         me — Milord and the beloved of
                         Milord.

               Nell flashes him a quick, hard look.

                                   NELL
                         I think you misunderstand, Master
                         Sims. I am Milord's protege. I
                         entertain him and
                         he has no more freedom with me than
                         any other man.

               There is a short silence. Both men are embarrassed.

                                   SIMS
                         I£, Milord, will but give me the
                         day and hour of the fete, I'll
                         prepare a masque of madness to set
                         you howling.

                                   MILORD
                         A week from today at the Vauxhall.
                         The company assembles at eight.

                                   SIMS
                         Thank you.
                             (to Milord)
                         With your leave --

               He indicates the door. Milord waves a fat but graceful hand.
               With another bow, Sims backs toward the door. Milord reaches
               for the cup of chocolate on the stand and begins to drink
               from a tiny china cup; a cup that looks like a thimble in his
               pudgy hand. He begins to laugh. Nell looks at him
               inquiringly.

                                   MILORD
                         A merry notion --

                                   NELL
                             (sarcastically)
                         The Lord Mayor will roll in the
                         soup with laughter.

                                   MILORD
                         A capital fellow this Sims -- a
                         capital fellow.

                                   NELL
                         If you ask me,  Milord,  he's a
                         stench  in the  nostrils,  a  sewer
                         of ugliness and a gutter brimming
                         with slop.

                                   MILORD
                         But witty.

                                   NELL
                             (with a smile)
                         So he tells us.

                                   MILORD
                         Even if his wit is wanting his
                         Bedlamites will set my guests
                         roaring.    Everyone who goes  to
                         Bedlam expires with laughter.
                         Why don't  you go and see them,
                         Nell?    You'll see how funny they
                         are.

                                   NELL
                         Perhaps I will.



               EXT. ST. MARY'S OF BETHLEHEM HOSPITAL - DAY

               A  group of three Cockney girls carrying baskets  go past, 
               directing their  shouts of "Lavender, sweet lavender" toward 
               the houses  across  the  street from the asylum.    A  cart
               with a  canvas  tilt passes. In it are a bevy of young women, 
               fresh from the  country. They gawk  at  the  grey walls  of
               Bedlam,  pointing their fingers and chattering among
               themselves.

               (See Hogarth's "Harlot's Progress,  Plate #1")    A dandy on
               the sidewalk looks at the girls in the slowly moving cart
               through his quizzing glass. A scrub woman is  scrubbing the 
               steps  to the hospital entrance.

               Walking heavily,   letting his weighty cane aid him, Master
               Sims  comes down the   street.    At the entrance steps he 
               pauses.

               MED. CLOSE SHOT -  the charwoman looks up.    Towering above
               her  is the lord of this mad-domain.  Hurriedly she  begins
               to wipe dry the  step  she had been scrubbing. Sims  stands 
               quietly until she has  finished, then, without a word or a
               nod, passes  on up -the  stairs. Almost instantly a warder
               opens it and respectfully steps aside to let Sims enter,    
               Sims passes him without a salutation or without even noticing
               the man's hand deferentially at his forelock.

                                                       DISSOLVE OUT

                                                       DISSOLVE IN

               INT. SIMS' OFFICE - DAY

               This is a cluttered apartment. Books, manuscripts, bottles,
               pipes, canes and other oddments and oddments are scattered
               about in a disorderly fashion.  In a corner of the room is a
               counting desk, Perched on a high stool is a slim wraith-like
               creature of the male sex with an enormous periwig atop a tiny
               head so that he looks like a spider with a fleck of wool on
               his head. He lays down a quill-pen on his ledger and rises to
               greet Sims with a low bow. This worthy clerk is called Guy
               Podge.

                                   PODGE
                             (making a leg)
                         Good morning, Master Sims.

               Sims takes off his hat, throws it to one corner of the room,
               removes his scratch wig and lets it fall to the desk top.    

                                   PODGE
                         There is a Quaker waiting for you,
                         sir -- a master stone mason. Will
                         you have him in?

               Sims looks around the desk.

                                   SIMS
                         Podge where is my rhyming lexicon?
                         I want a rhyme for Mortimer.

                                   PODGE
                         That Quaker, sir -—

                                   SIMS
                         Whatever are you rattling on about? 
                         I have an important commission —- a
                         rhymed comedy for Milord Mortimer -
                         and you bother me with some
                         snivelling Quaker.

                                   PODGE
                             (humbly)
                         He's been waiting so long.

                                   SIMS
                         Waiting?

                                   PODGE
                             (with a glance at  the
                              clock)
                         Four hours, sir.

                                   SIMS
                         I waited three hours for Lord
                         Mortimer before he would give me a
                         dog's word. Let him wait.

                                   PODGE
                         He will not wait. He's a good
                         workman and cheap, I'm told.

                                   SIMS
                         Cheap?
                             (thinking a moment)
                         Let him in.



               EXT. HALLWAY - DAY

               Podge crosses to the door, leans out and beckons.

               INT. SIMS OFFICE -DAY

               In comes William Hannay, a young Quaker of about twenty-six,
               dressed in the plain, neat habit of his sect. His  hair is
               unpowdered and is square cut. He looks both neat and washed,
               which is a great deal more than can be said for even the
               luxurious person of Lord Mortimer, to say nothing of the
               fusty garments and dirty scratch wig of Master Sims. Podge
               stands by the door while the Quaker advances and stands
               before Sims' desk. Sims, who has returned to his perusal of
               the book, does not lift his head. The Quaker stands silently.
               Podge makes a nervous SOUND in his throat. Sims pays not the
               least bit of attention. There is an awkward silence, then
               Sims, very deliberately, closes the book and looks up. 

                                   SIMS
                         You may leave us, Podge.                                                                            

               Podge fusses out the door.

                                   SIMS
                         My clerk tells me that you will do
                         the work cheaply.                                                                   

                                   HANNAY                                                  
                         With cut stone one foot thick and
                         the best mortar, I could do the
                         work for fifteen guineas.

                                   SIMS
                         What if I were to give you eighteen
                         guineas? 

                                   HANNAY
                         It would be too much.

                                   SIMS
                             (as If he had not heard)
                         Eighteen guineas and you are to
                         return to me two — then you would I
                         have a better price and I would I
                         have some reason to employ you. 

                                   HANNAY 
                         My friend —- I have forgotten what
                         thee has said. If thee do not
                         repeat it, then I can believe no
                         evil of thee.                      

                                   SIMS
                         What kind of can't is this? I've
                         asked you for a bribe, man! You've
                         never been asked before? This is
                         simple business between us two.

                                   HANNAY
                             (obviously controlling his
                              temper)
                         My friend, about the stone masonry -

               At his moment, the door bursts open and Nell Bowen comes
               sailing into the room.

               Sims reaches hastily for his scratch wig, slaps it on his
               head and rises, smiling. Nell is in riding clothes and has a
               crop in her hand.

                                   SIMS
                         I had not looked forward to the
                         pleasure of seeing you so                  
                         I soon again, Mistress Bowen.

               Nell Bowen, out of the corner of her eye, gives the Quaker an
               appraising look, speaking to Sims as she does so.

                                   NELL
                         I have a curiosity to see the
                         loonies in their cages.                        

                                   SIMS
                         And so you shall — and so you
                         shall.                                   

               Sims goes around the desk and offers her his arm with half
               bow. She places her gloved hand on his elbow. Hannay steps
               aside to let them pass out the door. 

               INT. CORRIDOR - ST. MARY'S OF BETHLEHEM - DAY

               Sims and Nell come out into the corridor and he guides her
               toward the left. Behind them Hannay emerges from the office
               and stands waiting.

               ANOTHER ANGELS - Nell and Sims walk down the hall.    At the
               rack, Sims pauses.

               MED. CLOSE SHOT. - Sims and Nell. She looks up at the rack.
               There are some gentlemen's hats, two small swords, a bludgeon
               and a sheathed dirk on a broad leather belt hanging from this
               apparatus. A guard stands beside it, Sims puts out his hand
               for Nell's riding whip She looks puzzled and draws away from
               him.

                                   SIMS
                         Your riding crop. Mistress Bowen.
                         You must hang it here. It's a law
                         of the institute — no weapons —

                                   NELL
                         For Heaven's sake, why?

                                   SIMS
                         In his play, Dekker, a second-rate
                         dramatist of the last century,
                         wrote of those in there --

               He gestures to the door at the end of the corridor.

                                   SIMS
                         "Fierce as wild bulls/ untamable as
                         flys,/ And these have oft/ from
                         stranger's sides,/ Snatched rapiers
                         suddenly/ and done much harm."

                                   NELL
                         Strangely — one forgets you are a
                         man of letters, Master Sims.

               Neil hands him her whip. He hangs it on the rack.

                                   SIMS
                         Our hospital is ancient and well
                         known -- much written of —- I dare
                         say, no man or woman comes to
                         London from the country who does
                         not pay his tupence.

               He puts out his hand, palm up and Nell fumbles for a moment
               in a reticule at her waist, brings forth some coins, counts
               out two coppers and puts them in his hand. He smiles and
               offers her his arm again.

               TRUCKING SHOT - The CAMERA on a crane, DOLLIES BEFORE Nell
               and Sims as they walk toward the doors at the end of the
               corridor; The nearer they get to the door the closer the
               CAMERA is to Nell's face so that finally she is in full CLOSE
               UP. As she walks down the corridor strange cries, shrieks,
               bursts of laughter and hysterical babblings grow louder and
               louder, Nell, listening as she walks, grows more intent and
               wondering. So long as Sims continues in the frame, he is
               watching her reaction to these SOUNDS with cruel amusement.

               As the CAMERA BACKS THROUGH the double doors, the doors
               opening to either side, Nell's face is in  FULL CLOSE-UP. 
               Both she and the CAMERA STOP.

               The CAMERA HOLDS just long enough to convey the look of
               horror on her countenance, then activated by the crane, the
               CAMERA SWOOPS UP and BACK to reveal the SOUND and fury of
               Bedlam.

               (Note to Director: Please use care with the following
               sequences according to conversation regarding the showing of
               insane and lunatic persons.)

               The main ward of Bedlam from the superior height of the
               camera is shown as a strange, unearthly place. Barred windows
               set high in the wall push dust-filled beams of sunlight
               across the room, leaving the larger portion of the great hall
               in shadow,  In these shadows and in the blinding sunlight,
               strange, aimless human beings can be dimly seen. At the same
               moment that this curious room reveals itself to the eye the
               horrid SOUND of Bedlam bursts upon the ear; the moans, the
               shrieks, the maniacal laughter and the bird-like twitter of
               idiocy. At the far end of the room, Sims leads Nell from the
               dark doorway to a blazing square of sunlight.

               FULL SHOT - Sims and Nell.  Nell looks about her. What she
               sees is one small section of the main hall of Bedlam. Near
               the stairway are the open doors of two rooms through which
               the mad inmates can be seen.

               (This set up should approximate the picture of Bedlam by
               Hogarth, with Sims and Nell in the places of the mistress and
               the maid, visitors to the institution who can be seen in the
               left middle b.g. of the painting.)

               MED. CLOSE SHOT - Nell and Sims are seen through the weaving
               ribbons in the fumbling hands of an idiot who is amusing
               himself at "Cats Cradle."

                                   SIMS
                         Are they not witty, Mistress Bowen?
                         Look at the frolic that this one
                         treats himself to. All day long
                         weaving nets to catch peacocks for
                         the Royal dinner.

               He forces a laugh,  Nell looks at him.

                                   NELL
                             (quietly; still shocked by
                              the first contact with
                              the insane; almost as if
                              to herself)
                         They are all so lonely -- they are
                         all in themselves and by
                         themselves. They pay no heed to us.

                                   SIMS
                             (smiling faintly)
                         You noticed  that.  They have their
                         world and we have ours.

                                   NELL
                             (still speaking almost as
                              if to herself) )
                         Like separate dreams.

                                   SIMS
                         Ours  is a human world, theirs  is
                         a bestial world -- without reason
                         and without soul.    They're
                         animals.

               He  takes her arm.

               TRUCKING SHOT - Nell and Sims as they approach a pillar that
               holds up the roof of the great hall. At a small table butted
               against this pillar sits a quiet, decently dressed man,
               Oliver Todd, the author, who is busily writing with a quill
               pen, Sidney Long, a tall, slim man of early middle age with a
               bald head and dressed in breeches and waistcoat leans against
               the table. Crouched at the foot of the table is a timorous
               young maniac, Dan, whose eyes are wide with countless, unseen
               terrors.

                                   SIMS
                         (as they come up to this group)
                         Some are dogs, These I beat.

               He lifts his hand and Dan, the Dog, crouches away from him in
               abject fear,

                                   SIMS
                             (as they continue to walk)
                         --and some are pigs.
                             (he points)

               MED. CLOSE SHOT - A dirty man.  This man has matted unkempt
               hair and board and crouches down in a mass of soiled rags.

                                   SIMS
                         --these I let wallow in their own
                         filth.

               They pass on.

               TRUCKING SHOT - Sims and Nell.

                                   SIMS
                         Some are tigers -- their remedy is
                         a dose of iron -- chains.

               He pauses and points.

               ANOTHER ANGLE - to show the barred doorway of the room in
               which Tom, the Tiger is confined. This is a gigantic maniac. 
               The rents of his garments show the muscles of his torso and
               arms. He is chained to the wall; one chain binds his right
               arm to the wall, another chain passes about his waist and
               through  in the wall behind him; other chains hold his legs.
               Only his left arm and hand are free and with this hand he is
               plucking at the chain which binds his torso.

               MED. CLOSE SHOT - Dorothea, a young girl in a grey gown, her
               dark hair falling about her shoulders. She stands statue-like
               by a pillar, her eyes set in a vision of far away worlds. 
               Not a muscle moves in the face of this victim of melancholia.
               As Sims and Nell come up to her, Sims stops and with a coarse
               hand pats the cheek of the insane girl, the contemptuous sort
               of pat one would give a heifer in passing a stall.

                                   SIMS
                         —- and some, like this one are
                         doves.

               Nell looks at him with aversion.

                                   NELL 
                         I've seen enough.

               She turns and starts away.

               TRUCKING SHOT - Sims catches up with Nell and lays his hand
               on her elbow.

                                   SIMS
                         But you haven't seen the ones in
                         the cages —-

                                   NELL
                         I've seen enough.

               She marches resolutely toward the door.



               INT. CORRIDOR - ST. MARY'S OF BETHLEHEM - DAY

               Nell, with Sims a pace behind her, comes out the double doors
               and starts toward the rack.

               MED. CLOSE SHOT - the rack with the Quaker in the b.g. Sims
               and Nell come up, and Nell reaches for her whip. Sims, with
               exaggerated politeness forestays her and hands it to her
               ceremoniously.

                                   SIMS
                         -- but you have no idea how merry
                         they can be -- what amusement they
                         afford --

                                   NELL
                         Amusement? From that mad girl with
                         her staring eyes?

               CLOSE TWO SHOT - Nell and Sims. With a sudden exasperated
               movement, Nell lifts the whip and brings it down in a
               smashing blow across Sims' cheek.

               Sims nursing his cheek, makes a leg, backing away from her.

                                   SIMS
                         If I have offended you, Mistress
                         Bowen --

               Nell starts to lift the whip and he backs away from her. She
               turns and starts rapidly away, flouncing past the Quaker
               without giving him so much as a look.

               CLOSE SHOT - Sims, as he watches, Nell.

               EXT. ST. MARY'S OF BETHLEHEM - NOON

               Before the door of the hospital stands a gnarled, misshapened
               little valet, wearing postillion boots and holding the
               bridles of two blooded horses. One of these horses carries a
               side-saddle. They move restively and he calms them by patting
               their necks.

               Suddenly, the door of Bedlam bursts open and Nell, without
               bothering to close it, comes quickly down the steps.  Behind
               her in the doorway, the Quaker appears and starts coming down
               the steps.

               MED. CLOSE SHOT - As Nell comes to her valet. She crosses
               quickly to her horse, Varney cups his hand for Nell's foot to
               help her mount. As she starts to put her foot between his
               hands, she makes a sudden quick movement to transfer her crop
               from her left to her right hand. The suddenness of the
               movement alarms Varney's horse. It rears and Nell's horse
               shies and pulls away from Varney. He tries to hold the reins
               as the horse rears and plunges.
               Suddenly, Hannay steps in, takes the reins from the little
               valet, and after a brief struggle, he subdues the horse,
               holds it for a moment patting Its neck to calm it.

                                   NELL
                         Thank you, sir.
                             (smiling)
                         My valet can plait a tress or twirl
                         a furbelow quicker than a handy
                         woman, but he has no knack with
                         horses.

                                   HANNAY
                         I was glad to do thee this service,
                         I saw thee strike Sims. Thee should
                         not have done that.

                                   NELL
                         Do you think I'm afraid of him? Do
                         you think he could harm me?

                                   HANNAY
                             (sailing)
                         Thee are able enough.  It is the
                         poor ones in there I'm thinking of. 
                         Sims will make them suffer for that
                         blow.

                                   NELL  
                         Are we lovers, that you "thee" and
                         "thou" me? I've never seen your
                         face before,

                                   VARNEY
                         He's a Quaker, Mistress Bowen,

               He goes through an absurd performance of shaking and
               shuddering. Hannay looks at him with deep resentment,

                                   HANNAY
                         My name is William Hannay. I am one
                         of the Society of Friends.

                                   NELL
                             (scornfully)
                         I've heard of them. They turn the
                         other cheek,

                                   HANNAY
                             (smiling)
                         There's more to being a Quaker than
                         turning the other check, and saying
                         "thee"  and  "thou".
                         It's feeling pity for those in
                         there, as  you did,

                                   NELL
                         Do you think I struck him because I
                         felt pity for the loonies?

                                   HANNAY 
                         I saw it in thy face.

               Nell forces a laugh.

                                   NELL
                         Pity? I had no such feelings, sir.
                         I struck the man because I wanted
                         to — because he is an ugly thing in
                         a pretty world.

                                   HANNAY
                         There are many ugly things in this
                         pretty world, if thou would but see
                         them.

                                   NELL
                             (looking at him directly)
                         Master Quaker, I did not always
                         wear velvet.

                                   HANNAY
                             (smiling)
                         Eh, I had guessed that. But where
                         there is one like thee to wrest
                         comfort from a hard world with wit
                         and  cleverness there are ten
                         thousand who can not.

                                   NELL
                         I have no pity for them. Let them
                         do as I did.

                                   HANNAY
                         But those in there --
                             (pointing)
                         Can they help themselves?

                                   NELL
                         And I have no pity for them, either
                         -- animals without souls --

                                   HANNAY
                         That is not thy thoughts.

                                   NELL
                         Is it not? Come a week hence to
                         Vauxhall in the evening and you
                         will see me laughing at those same
                         loonies you think I pity.

               Nell makes a motion to Varney who cups his hands again. Nell
               places her foot in his hands and mounts her horse.

                                   HANNAY
                         Thou will not laugh at the poor and
                         the afflicted -- not  thee. I have 
                         seen great ladies and their hearts
                         were like stone, but thee --

               As Varney mounts, Nell looks down at Hannay,

                                   NELL
                             (gathering her horse)
                         My heart is a flint,  sir --  it
                         may strike  sparks,  but they are
                         not warm enough to burn.     I have
                         no time to make a show of loving
                         kindness before my fellow men --
                         not in this life. I've too much
                         laughing to do.

               She strikes her booted foot against the horse's flank. Varney
               rides after her.    Hannay watches them.

                                                       FADE OUT

                                                       FADE IN

               EXT.   THE FETE CHAMPETRE - VAUXHALL GARDENS -  NIGHT

               The CAMERA SHOOTING OVER the  necks of two  fiddles

               DISCLOSES a night scene  from Fragonard:    At a long table
               covered with linen and gleaming with silver is a gay company.   
               The men are  in court dress and powdered wigs; the women in
               bouffant skirts.    The whole scene is illuminated by
               lanterns hung on tree limbs and in the bushes and shrubbery
               of the  gardens.

               At one end of the table stands a structure not unlike the
               tall, narrow apparatus which Punch and Judy shows are given.  
               A curtain hangs across the face of this box hiding its
               contents from view.

               The CAMERA EDGES BACK TO show the two musicians  in the
               foreground who sit on the  lawn,  their backs against the
               bole  of a great oak.:    One la playing a violin,-the-—
               other a viola and behind them,   standing leaning against the
               trunk of the  tree is another musician with a

               Suddenly from the right a tumbler in multi-colored garments 
               comes whirling  in, head over heels, a torch in either hand.   
               His last violent somersault brings him right side up in front
               of the table.

               MED. CLOSE SHOT - Lord Mortimer at the  center of the table
               with Nell at his right hand and another lady on his left.    
               In front of the table  is Sims,  dressed in court satins and
               wearing a white wig on his head.    The acrobat, torches in
               either outstretched hand, has come to a  stop just beside
               him,

               REVERSE SHOT -  SHOOTING OVER Lord Mortimer's shoulder. Sims,
               grinning, holds the acrobat's head in his hands at table
               level, his right hand under the man's chin and his left hand
               on top of his head.    The effect is that of a man who holds
               a manikin head,   inasmuch as the acrobats face is masked
               with a  sharp-nosed Venetian mask through which the eves
               gleam in mad fun,

                                   SIMS
                             (ceremoniously)
                         --and here,  Milord,   is  the 
                         spirit of Lunacy to   illuminate
                         the Golden Age of Reason —

               He  releases  the mad acrobat's head.

               ANOTHER ANGLE - With a prodigious  leap the acrobat

               whirls,  somersaults and lands on his knees  in front  of the  
               gaily painted box.    He holds up his  torches and the 
               curtains   slowly part to reveal what appears to be a gilded
               statue;  the subject a youth crowned with bays, a loin cloth
               around his hips and a golden orb and scepter  in his hands,

               ANOTHER ANGLE -  to  include  the entire table.    There  is
               a stir among Milord's guests; exclamations of delight and a 
               light patter of applause.    Sims bows.

                                   SIMS
                         Lit by Lunacy and speaking with the 
                         voice of Youth,  the Age of Reason
                         will  tell you of its brightest
                         adornment--(with a gesture) Milord
                         Mortimer.

               MED.  CLOSE SHOT - The  gilded boy moves forward to the

               little stage-like projection at the opening of the box. For
               the  first  time it  can be seen  that this  is not a statue,
               but a young boy of about twelve covered from head to  foot
               with gold leaf.    Now that his  eyes are open,   they stare
               wildly pale in contrast to the gilded skin.    He tries to
               speak, gasps, and tries again.

               MED. FULL SHOT - with Sims in the foreground.

                                   SIMS
                             (lightly)
                         Come Reason, you've wit enough
                         to say a word or two.

               The boy tries again.

               MED. CLOSE SHOT -  Lord Mortimer as he half rises and calls
               down to the end of the table.

                                   MILORD
                         What say you to this Wilkes --a mad
                         boy playing Reason. That's a Tory
                         joke for you.

               MED. CLOSE SHOT ,  The end of  the  table.    Here  sit Lord
               Sandwich and John Wilkes.  A pretty girl sits between them 
               with numerous  patches on her face.  Wilkes bends across to
               speak to Lord Mortimer.

                                   WILKES
                         ...And only the Tories laugh at
                         it.    The opposition wonders what
                         the  effect may be on that sick
                         young boy.    The Tories  care only
                         for the  jest, we Whigs have  some
                         concern for the humanities.

               MED.  CLOSE SHOT -  Milord.

                                   MILORD
                         You hear that,  Nell —  give them a 
                         jest and  they answer with a
                         political tirade.

                                   NELL
                         He said something about the boy --
                         the effect --?

                                   MILORD
                             (carelessly)
                         Go and ask him. He'll make you a
                         speech on the matter.

               Nell shrugs.

               MED.  FULL SH0T - The gilded boy - Sims in the f.g. and part
               of the  company at  that end of the  table.

                                   GILDED BOY
                         To this pretty world —

               CLOSE SHOT - Nell.

                                   GILDED BOY'S VOICE
                             (fumbling over the words)
                         — pretty world --

               She looks thoughtful, then starts to rise.

               FULL SHOT - The entire company as Nell starts down toward
               Wilkes'  end of the table. (Note to Director:  Please avoid
               showing the full figure of the gilded boy as much as possible
               by using the voice to gain such effects as can be had.)

                                   GILDED BOY
                         To this pretty world, there came
                         Heaven sent, Divinely Inspired —-

               He breaks off.

                                   SIMS
                         Good — good — the great voice of
                         reason.

                                   GILDED BOY 
                         The blessing of our age —

               He stops again.

                                   SIMS
                             (prodding him with his
                              cane)
                         Come, come! I spent all morning
                         beating it into your head.

               The people at the table laugh. The gilded boy drops the
               scepter and clutches his throat as if it pained him.

                                   SIMS
                             (Turning to Lord Mortimer)
                         You see, Milord, Reason is overcome
                         with emotion when it must speak of
                         you.

                                   MILORD
                         Prod him on, Sims.

                                   SIMS
                         Come on! A few more of those golden
                         words I taught you, lad.

                                   GILDED BOY
                         A man set like a jewel --

               MED. CLOSE SHOT - The other end of the table.    Nell is
               bending over Wilkes' shoulder to speak to him. He is half
               turned.

                                   WILKES
                         The effect? Somewhere I heard that
                         the human body must breathe through
                         its pores. If you shut those pores -

               He gestures toward the glided boy.  Nell looks over, nods and
               starts back.

               Nell looks over.

               EXTREME LONG SHOT - The young lunatic in his bright gilt is
               writhing in agony. By now the orb, too, has joined the
               spectre on the ground. Sims points at him _with his pane. 

                                   SIMS
                         Another word, good, gentle Reason.

                                   GILDED BOY
                             (in a voice choked with
                              pain)
                         — this prince of men, this paragon -

               He stops, fighting for breath.

                                   SIMS
                         Go on.

               CLOSE SHOT - Lord Mortimer with the two ladies on either
               side. He is laughing and the hand that holds his wine glass
               shakes with mirth and the wine drops over the satin of his
               coat and stains the ruffles at his wrist.
               The woman at his left bends forward, eager and excited by the
               pain she witnesses. Her face is set.

                                   SIMS' VOICE
                         Go on -- go on!

               MED. FULL SHOT -- Sims and the glided boy -- Sims prods at
               him with his cane.

                                   GILDED BOY
                             (forcing it out)
                         Lord Mortimer —-

               He falls to the ground and lies still.

               FULL SHOT - The table. There Is a general stir, but most of
               this movement is the excitement of laughter.

               MED. CLOSE SHOT - as Nell comes to stand beside Lord       
               Mortimer.                                                                                                         

                                   MILORD
                             (laughing)
                         Bless me, Nell, better than                                        
                         your parrot -- what an eulogy -—                                    
                         from a mad boy freezing with ague                                   
                         and burning with fevers.                                         

               Nell looks at him without replying.                                

               MED. FULL SHOT - Sims bending over the boy.  Two footmen with
               white aprons over their livery come into the scene.

                                   SIMS
                             (to the servants)
                         Duck him in the river -- a
                         bit of canvas and a handful of
                         coarse sand will get the gilt off.

               As he says this,Nell leans across the table toward him.

                                   NELL
                         Master Sims —

               He turns in her direction.

                                   NELL
                         Isn't that harsh treatment for a
                         sick lad?

                                   SIMS
                         They have to get off the gilt if
                         he's to be well again.

                                   NELL
                         So you know that.                                                                          

               Sims looks at her with an air of surprise.

                                   SIMS
                         Know what, Mistress Bowen?                                        

                                   NELL
                         You know that anyone painted                                                 
                         over so thick as this poor lad                                         
                         will die.                                                                                    

               ANOTHER ANGLE - the table. This has become more                                 
               interesting than the guests had anticipated.  They are
               craning forward eagerly some still half-smiling from                
               their former laughter.                                                                                           

               CLOSE SHOT - Sims.

                                   SIMS
                         If I understand you properly, this
                         boy is dying because --

               A footman kneeling, beside the boy looks up and plucks at
               Sims' sleeve. Sims looks down.

                                   FOOTMAN
                         The boy is dead, sir.

                                   SIMS
                         (correcting himself)
                         -- the boy is dead because his
                         pores were clogged by the gilt.



               GROUP SHOT.

                                   SIMS
                         Well, then, sweet Mistress Bowen,
                         as you are such a stickler for the
                         correct definition, you will grant
                         me the legal fact that this boy
                         died by his own exhalations. You
                         might say — he poisoned himself.

               FULL SHOT - the table. As the guests hear this, they burst
               into loud laughter.

                                   FOOTMAN
                             (to Sims)
                         Where shall we take him?

                                   SIMS
                         I have told you -- the river —
                         canvas — sand -- there is no change
                         in my order.

               The servants start to pick up the boy.

               ANOTHER ANGLE - SHOOTING PAST Nell as she watches the
               servants carry away the limp body of the boy. Then she looks
               at Lord Mortimer. He Is pouring wine; his chuckles subsiding.
               She looks to the right. A fop is seated there, licking pastry
               off his fingers.

                                   NELL
                         Milord -- have we not had enough of
                         this?

                                   MILORD
                         Eh?

                                   NELL
                         (pointing to Sims)
                         Enough of this boring, dull man and
                         his cruelty. "

                                   MILORD
                         But we're all laughing, Nell.

                                   NELL
                         I'm not laughing, Milord..

                                   MILORD
                         He shall make you laugh.
                             (calling)
                         Sims!

                                   NELL
                         Spare me that.

               She starts to turn away.

                                   MILORD
                         But Nell —

                                   NELL
                         A boy died tonight —- a boy -- a
                         boy who had no mind to guide his
                         thoughts or deeds — maybe there'll
                         be some concern about that among
                         the Whigs. There certainly is none
                         among the Tories.

                                   MILORD
                         Oh, you'll find they're laughing
                         too.

               She starts away and he gives her a little push in back as if
               it were a benediction and a blessing. She moves off.

               MED. CLOSE SHOT - Wilkes, Lord Sandwich and the paramour of
               that nobleman.

                                   LORD SANDWICH
                         Liberty — that is a great word you
                         Whigs found somewhere, but just the
                         same, you'll end either with the
                         pox or on the gallows.

                                   WILKES
                         That, Milord, depends on whether I
                         embrace your sweetheart or your
                         politics.

               Lord Sandwich and his companion burst out laughing.       
               Wilkes Joins in.                                                            

               ANOTHER ANGLE. It is at this moment that Nell comes walking
               up behind them. She has not heard what was said; she hears
               only the laughter. She looks at them for a moment without
               speaking, then with a look of disappointment, walks off.

               LONG SHOT - Lord Mortimer's end of the table.

               Sims is leading up a young lady whose face is also adorned
               with a Venetian mask. This one is fringed and hung with tiny
               bells.

                                   SIMS
                             (with the air of one who
                              is master of ceremonies)
                         Here is Alfrieda, Queen of the
                         Artichokes. She will sing for you.

               FULL SHOT as seen from Nell's angle. She hears the roar of
               laughter and sees the poor, mad wench trembling at Sims'
               side, then turns and passes into the darkness between the
               trees. As she does so, a cracked female voice can be heard
               beginning the song. "One World's Turned Upside Down."

               DISSOLVE

               EXT. LONDON STREET - NIGHT

               CLOSE SHOT - a barber shop window. (See Hogarth's painting, 
               "Night".)    The window is set with small square panes of
               glass.    In each pane is a short candle. This candle-light
               illuminates not only the interior of the barber shop but also
               a portion of the darkness outside.    Through the window, as
               in the Hogarth painting, a barber can be seen shaving a
               customer, holding the customer's nose between thumb and
               forefinger to steady his head. The CAMERA DRAWS BACK TO show
               a doorway at one side of the barber shop.    On this doorway
               is lettered

                                  THE SOCIETY OF FRIENDS

                                      Meeting House

               As the CAMERA HOLDS on this doorway,  the doors open and
               Quaker men and women come quietly out into the street. Some
               walk one way, some the other.  William Hannay comes out and
               starts down past the barber shop.  As the light from the
               candle-lit window falls on him, a voice from the other side
               of the street calls his name,

                                   NELL'S VOICE
                         Master Hannay --

               Hannay stops abruptly puzzled.

               MED. FULL SHOT - Nell's carriage, parked on the other side of
               the street.  Varney opens the door and Nell, in all the
               finery she wore at the fete, comes out and  sweeps across the
               street, the CAMERA PANNING WITH her.

               FULL TWO SHOT - Nell as she comes up to Hannay,

                                   HANNAY
                         This is a strange place to see
                         thee, Mistress Bowen,

                                   NELL
                             (looking around)
                         A little dull perhaps — but a good
                         enough place to ask the                                                  
                         questions I want to ask.

                                   HANNAY
                             (smiling)
                         So far, Mistress Bowen, I have
                         found thee more ready with                                                      
                         answers then with questions.

                                   NELL   
                         Don't fear -- my questions are pert
                         enough. First, do you                                                    
                         think me a woman of kind heart?  

                                   HANNAY
                         So I have told thee.

                                   NELL
                         Why?

                                   HANNAY
                         I saw thy face at Bedlam — it had
                         compassion and kindness.

                                   NELL
                         I have never seen that in my                                                  
                         mirror. But let's say I grant                                              
                         the fact — let's say I saw                                                    
                         things that moved me to pity --                                          
                         what then, Master Quaker?

                                   HANNAY
                         Perhaps God sent thee here so that
                         thee might find guidance -—                                           

                                   NELL
                         From you?

                                   HANNAY
                         I have not said so.

                                   NELL
                         Well,  from whom then?

                                   HANNAY
                         Perhaps he  sent  thee  so that we
                         might  speak together.

                                   NELL
                         I have  seen things  tonight  I
                         have no  liking for  — my friends 
                         laughing at sorry idiots brought
                         out  from Bedlam to  amuse  them -- 
                         a poor boy --

                                                                                                                                
                                   HANNAY 
                         Thou need not tell me. It Is                                                  
                         a bad time for the poor -- and                                              
                         people suffer, the ones With wit      
                         and the ones-without.

                                   NELL
                         And if you feel sorry for them -—
                         what do you do about all this?

                                   HANNAY
                         I do what I can. I am a stone
                         mason.

                                   NELL
                         How does that help people?

                                   HANNAY
                         I build well -- let others build as
                         well — and soon this city will                                    
                         be a clean and decent habitation.                                         

                                   NELL
                         But what of me? What can I do? I'm
                         only a jester to bring laughter to
                         Lord Mortimer's dinner table.                                            

                                   HANNAY   
                         Perhaps even in the amusement of                                        
                         Mortimer there may be a way for
                         thee to help the poor people in
                         Bedlam. Is not Mortimer a member of
                         the Council?                            

               She looks at him for a moment, then nods her head.

                                   NELL
                         Good. You're not such a fool as                                         
                         I thought you.                                                                              
                         (suddenly flirtatious and feminine)                                                                    
                         But why  don't you remove your                                                  
                         hat — have you no liking for me?                                        

               Almost instinctively the Quaker starts to lift his hand           
               to his hat brim then stops and brings it down to his              
               side.

                                   HANNAY
                         It is a rule among the Friends to
                         uncover only before God.                                                      

               She  smiles at his confusion. He smiles back at her           

                                                               FADE OUT

                                                               FADE  IN

               INT.   LORD MORTIMER'S ANTE-CHAMBER -  DAY

               CLOSE SHOT -  Pompey.  The little colored boy is seated on a
               high stool,  examining with a dandified air the polish of his
               finger nail.    He  turns  from this elegant diversion to 
               the  disdainful  contemplation of some person at  the  other
               aide of the  room.

               The   CAMERA  PANS WITH his  glance   to reveal  Master Sims
               in his  snuff-brown  coat,  his   chin on his  cane,  waiting
               as he  waited before.

               ANOTHER ANGLE  of   the room -  showing  the  door  to Lord
               Mortimer's chamber.    The door opens,  a  gentleman Is                     
               = ushered out by a footman, who,  holding the door open,

               turns to Sims.                                                                                                         
               ;'

               FOOTMAN Milord will see you now, Master Sims.

               Sims rises slowly, crosses to the door and goes through it, 
               Pompey watches him with lofty interest. When the ..                          
               door closes-behind Sims, Pompey returns to the elegant

               examination of his finger nails,

               INT. LORD MORTIMER'S chamber - DAY                                                               

               Milord, dressed in his small clothes but without his coat, is
               seated before his poudoir.  His valet is in attendance.  At
               the moment of Sir-is' entrance, Lord Mortimer has his fat
               face deep within a paper cone and the valet is sprinkling
               powder on his dressed wig,

               Nell is seated on a straight chair beside a little table on
               which is a plate of biscuits and a glass of wine.  She is
               nibbling at a biscuit.

                                   SIMS
                         (making a leg)
                         Good morning, Mistress Bowen,

                                   NELL
                             (gaily)
                         Good morning.

               Lord Mortimer emerges from the powder cone,

                                   MILORD
                         Ah, there, Sims -- Ah, Sit down                                            
                         and wait a bit, I've news for you.                                         

               He puts his face back in the cone,                                                              

                                   SIMS
                             (to Nell)
                         I trust you enjoyed the fete.

                                   NELL
                         You will hear presently how much I
                         enjoyed it.

               Lord Mortimer emerges from the cone. The valet takes .     ;

               it away from him and begins to whisk the loose powder

               from his shoulders,                                                                                           
               ;

                                   MILORD
                         Sims, you've no idea what we've
                         decided,  Nell has a splendid

               notion.  She wants to turn                                                       
               ¦

               Bedlam upside down -- make all                                              
               :

               the loonies happy as linnets,

               SIMS Mistress Bowen is very kind.

               You can't imagine what a  clever

               vixen  she  is,  Sims---   thought

               it all out before she  oven  spoke

               to me  -- beds  -¦- blankets  --                                            
               1

               some  to  sow and some   to bake  --

               good food — a  practical lass,

                                   SIMS
                             (smiling)
                         I can quite understand what
                         Mistress  Bowen wants.    We've
                         needed good beds and good food in
                         Bedlam for a long while,

                                   NELL
                         You've  forgotten to mention good
                         treatment,  Master Sims,

                                   SIMS
                         That, too,  I'm sure we could
                         afford that.

               He pauses, looking at Nell.

                                   SIMS
                         You can't imagine what gratitude I
                         bear you, Mistress Bowen,  Those
                         reforms you propose will make my
                         name stand out in the history of
                         Bedlam --

               The valet begins to hang a sash around Lord Mortimer's bosom. 
               Lord Mortimer rises to facilitate this ministration,

                                   MILORD
                             (to Sims)
                         We know you'd agree.

                                   SIMS
                         I'm overjoyed, Milord,

                                   MILORD
                         Good — good.
                             (to Nell)
                         You see, it's done, Nell -- not a
                         bit of trouble.

                                   SIMS
                         There is but one little point,
                         Milord — the trifling matter of
                         money.

                                   NELL
                             (quickly)
                         Milord has thought of that..

                                   MILORD
                         Of course — of course - the council
                         will vote the funds.

                                   SIMS
                         That is generous of you, Milord
                         very generous.

                                   NELL
                         How so, Sims? What sort of
                         generosity?

                                   SIMS
                         Does not Milord have property in
                         Moorfields?

                                   MILORD
                         A dozen dwelling houses — a
                         warehouse — two inns. You see,
                         Sims, I know my accounts,

                                   SIMS
                         I know your properties. They are
                         taxable by the institute,
                         therefore, Milord, this reform
                         would cost you no loss than five
                         hundred guineas in additional
                         taxes.  But what is that to you,
                         Milord -- a more bagatelle — some
                         little gift you'd gladly give to
                         Mistress Bowen,

                                   NELL
                         I'll relinquish that little gift,
                         Master Sims.

                                   MILORD
                         I gave you no gift, Nell.

                                   SIMS
                         She merely speaks, Milord, of a
                         gift she's not going to have.  Now
                         take Master Wilkes -- he would
                         never be so generous -- he would
                         say,  "Loonies don't vote."

                                   MILORD
                         But that's  true.    There is
                         nothing to be had from them.

                                   NELL
                         You were going to do this as a kind
                         deed, Milord.

                                   SIMS
                         (murmuring)
                         Five hundred guineas.

                                   MILORD
                         There would be so much I would have 
                         to do without.  We'll have to
                         forget this whim of yours, Nell.

                                   NELL
                         It is not a whim, Milord. It is the
                         first thing I've asked of you. 

                                   SIMS
                             (protesting)
                         Now, Mistress Bowen, Milord has to
                         keep up appearances at Court —
                         that's a great expense to a man.

                                   MILORD
                         That's true.    You've no idea,
                         Nell, what a great responsibility
                         it is to be rich— what an expense. 

                                   NELL
                         It's simply this, Milord — I've
                         asked you to do a good deed - and
                         you find the very thought of it too
                         expensive.

                                   MILORD
                         You've no right to speak to me that
                         way, Nell.

                                   NELL
                         I've all the rights of having put
                         up with you for almost a year
                         Milord —  trying to make you laugh
                         and then listening to that fat
                         laugh of yours as it comes rumbling
                         out of your fat throat.

                                   MILORD
                             (sputtering)
                         Put up with me -- with me --

                                   NELL 
                         I said so.

                                   MILORD
                         But look what I've done for you.   
                         You'd be camping In the rain on
                         Strathmore  Common with the other
                         strolling players if you had not
                         caught my eye.

                                   NELL
                         Do you call  that weak and watery
                         vessel your eye?    I would not
                         want to  look at the  world 
                         through it. I would not want  to be
                         a dull man forever  in need of
                         amusement.  I would not want to
                         bribe and be bribed -- to fawn upon
                         the king and kick the commoner  -
                         in short, Milord,   I would not
                         want to be Lord Mortimer.

                                   SIMS
                         Such angry words.

                                   MILORD
                             (sputtering)
                         You would not want -- you would not
                         want --

                                   NELL
                             (as  she starts for the
                              door)
                         Nor do  I want to be with you --
                         not  for an  instant  longer -
                         maybe being rich and great and
                         powerful is  infectious  --  it's a
                         disease  I don't want  to  catch.
                         Goodbye,  Milord.

               At  the doorway she   turns.    An amused light  comes  into
               her eyes.  She first grins, then grimaces and  sticks her
               tongue  out at Lord Mortimer,

               INT. ANTE-CHAMBER  -  DAY

               Nell comes  quickly out  of  the door and passes with a rush
               through the  ante-chamber.  Pompey, still seated on  the high
               stool,  looks at her in astonishment. And when the wind of
               her passage subsides, he sits puzzling out  the meaning of 
               this passionate  exit. With a  shrug he gives up  the mental
               effort and takes  from his pocket a pair of "conquerors", 
               two chestnuts, each tied to a separate string,  which he
               proceeds  to  bang together to see which one "wins."    
               Then, as the door to the  inner room begins to open, he 
               quickly  stuffs  them back Into his  pocket and assumes a
               formal air.   Sims  and Lord Mortimer appear in the doorway.   
               Lord Mortimer's arm is  familiarly about the shoulders of the 
               other man.

                                   SIMS
                         Of course, as I pointed out to you,
                         you have every right to take legal
                         steps --

                                   MILORD
                         You've been very helpful, Sims.

                                   SIMS
                         But it grieves me, Milord, to have
                         been the cause of the quarrel.

               He starts to go through the door, with him.

               Lord Mortimer goes

                                   MILORD
                         It was not your fault.  She
                         quarreled with me. She insulted me.

               Sims bows and Lord Mortimer closes the door behind him, Sims
               straightens himself; breathes deeply.  Pompey watches him,
               then suddenly jumps off the stool, bows and says with great
               respect.

                                   POMPEY
                         May I guide you to the door, Master
                         Sims?

               With assured pride, Master Sims follows the pageboy from the
               room.

                                                               FADE OUT

                                                                FADE IN

               INT. NELL'S LODGINGS - MORNING

               The place  is  in  an uproar,    A bailiff,  assisted by
               several porters,   is  removing  the  furniture.  The 
               bailiff has  a paper  in his hand which he waves  angrily
               before Nell's  face.  Varney cowers  in  one corner.     The
               parrot on  its stand in  the  other corner of the   room is
               screaming and flapping its wings. Nell has  a dish  in her
               hand and this  dish is  in imminent  danger of being thrown
               at the bailiff.

                                   BAILIFF (WAVING THE PAPER)
                         You know  Lord Mortimer's signature 
                         --is this not  it?

                                   NELL
                         I can recognize  a pig's   tracks
                         when  I  see  them.

                                   BAILIFF
                         Then you know I have the right to
                         remove the furniture which he
                         loaned you.

                                   NELL
                         Loan does he call it? He and that
                         loathsome Sims.

                                   BAILIFF
                         It is all legal -- all by order.

                                   NELL
                         Oh,  take  it and get out!

               She  lifts her hand. The bailiff ducks. She puts the dish
               down gently on a  small table. The bailiff picks it up and
               hands it to one of the porters.  He crosses the room and
               picks up the parrot, stand and all. Varney comes out of his
               corner and takes hold of the stand.

                                   VARNEY
                         That's not Lord Mortimer's.

                                   NELL
                         Leave Poll alone. She's no present  
                         to bo given and taken  back.

                                   VARNEY
                         She's been with Mistress Bowen
                         since Mistress Bowen played
                         "Aurora"  in "The Rivals."
                             (proudly)
                         We did very well in that.

               The bailiff relinquishes  the parrot and looks around the
               room which has been  cleared by his men. With a courteous 
               tilt of his hat he goes out. Nell looks around her.    There 
               is nothing in  the  little room except Varney, herself and
               the parrot on the stand.    She begins to laugh.

                                   NELL
                         Serves me right, Varney.  A kind
                         heart butters no parsnips.

                                   VARNEY
                         But what shall we do,   Mistress
                         Bowen? We've nothing but  the
                         clothes we wear and poor Poll.                                             

                                   NELL
                         Poll? Poll's enough---                                                           

               CLOSE SHOT - the parrot as she reacts by cocking her head
               quizzically to one side.

                                                           DISSOLVE OUT

                                                            DISSOLVE IN

               INT. LORD MORTIMER'S ANTE-CHAMBER - AFTERNOON

               MED. FULL SHOT of Sims and Mistress Sims.  Mistress Sims is a
               young woman of about thirty. She is dressed in the mode, with
               perhaps a little more elegance than an honest woman would
               display. Her figure is good and when she moves there is an
               assurance and authority in her movements that one would not
               readily ascribe to a young and innocent girl. On her face are
               several decorative patches; their placement, as was the
               manner of the time, dictated by such skin blemishes or marks
               of disease as they wore intended to hide.

                                   SIMS
                         --and—remember if gin is offered
                         you, my dear, you must take wine —
                         it is more genteel.

                                   MISTRESS SIMS
                         But I like gin. It makes me merry.

                                   SIMS
                         You'll be merry enough on wine.

                                   MISTRESS SIMS
                         But you tell me that Lord Mortimer
                         likes a witty girl.

                                   SIMS
                         You'd best leave the wit to me,
                         I'll make you seem witty.

                                   MISTRESS SIMS
                         I can crack a joke well enough.

                                   SIMS
                         Not in good company, my dear niece.
                         You're not accustomed to it, you
                         know.

                                   MISTRESS SIMS
                             (hurt)
                         I've known some gentlemen.

                                   SIMS
                         But this is a lord -- a man from
                         whose largess many blessings can
                         come to the family of Sims -- and
                         all for just a little laughter.
                         That's all he wants — to be amused.

                                   MISTRESS SIMS
                         A fine lord indeed! Mocked by a
                         parrot.

                                   SIMS
                         But that parrot is our key to open
                         Milord's friendship to you.
                         Remember, you were offended -- you
                         offered money --

               It is at this moment a footman emerges from the interior
               chamber, and, with a bow, gestures to the open door.

               HIT. LORD MORTIMER'S CHAMBER - AFTERNOON

               Lord Mortimer is at a small Sheraton desk, writing with a
               quill pen. He rises to greet his visitors.

                                   SIMS
                         Milord — a dreadful things --

               He catches himself in a pretense that his excitement had
               overcome his good manners.

                                   SIMS
                         Lord Mortimer, this is my niece,
                         Kitty.

                                   MILORD
                         A charming person -- she does you
                         honor, Sims. But have you heard the
                         latest news of my lady Mistress
                         Nell? What a jest she's hit upon.

                                   SIMS
                         You mean the parrot, Milord? It is
                         because of that we've come here.

                                   MILORD 
                             (admiringly)
                         -- A great bit of jest -- what a
                         vixen!

               Sims and Mistress Sims exchange glances.

                                   SIMS
                         I had hardly thought to find you in
                         such humor.

                                   MILORD
                         But it's only a jest.  Nell has the
                         bird for sale in the market place
                         letting it scream that silly ditty,
                         "Lord Mortimer is like a pig, His
                         brain's small and his belly big."
                         All London's come to laugh at the
                         bird.

                                   SIMS
                         So they have. And It does you no
                         good, Milord, This joke will make
                         your proud name a mockery.

                                   MILORD
                         The bird won't sing too long. I've 
                         sent Pompey to buy it,

                                   MISTRESS SIMS
                         (in a rather flat, vulgar tone)
                         That girl holds the bird at a high
                         enough price.

               Sims darts her a  look.

                                   SIMS
                             (quickly)
                         My niece knowing of my affection
                         for you tried to buy the bird. She
                         offered twenty guineas and was
                         refused.

               Lord Mortimer starts to cross to a small table on which are
               sot out a carafe of wine, glasses and a stone bottle of
               Holland gin.

                                   MILORD
                         Oh, Mistress Bowen wants more
                         honey, on her bread than that,
                         Sims." Pompey has a purse with a
                         hundred guineas in it.

                                   MISTRESS SIMS
                             (with a glance at Sims)
                         A hundred guineas for a bird!

                                   MILORD
                         Will you have some wine, Mistress
                         Sims?

                                   MISTRESS SIMS
                         Wine is too French for me, Milord.
                         It is the way I feel about men. I
                         like men to be as big as beer and
                         as strong as gin. Beer has a head
                         on it, you know.  You can't say
                         that for wine. Gin has some muscle
                         to it and you can't say that for
                         wine either.

               Sims tries to give her a warning glance. She takes the drink
               of gin Lord Mortimer has poured for her,

                                     MILORD
                             (watching her)
                         Bless me, I've never heard anyone
                         put it that way.   

                                   SIMS
                         There is much to be said for our
                         national institutions.

               It is at this moment that there is a discreet knock at the
               door.

                                   MILORD
                         Come in.

               Pompey enters and as he comes through the doorway he holds up
               a purse apparently full of guineas. '

                                   MILORD
                         She refused?

                                   POMPEY 
                         She said it was not enough.

                                   MILORD
                         What sort of game is this?

                                   POMPEY
                         Mistress Bowen told me to tell you
                         the bird would remain for sale and
                         that you could sell every property
                         you owned and not have money enough
                         to buy it.

                                   SIMS
                         Oh — that's the way the wind blows,
                         Milord.

                                   MILORD
                         Malign me - The girl digs her spurs
                         too deep.

               Sims beckons and Lord Mortimer follows him to a corner of the
               room.

                                   SIMS
                             (whispering)
                         Milord, we can always make her my
                         guest.

                                   MILORD
                         At Bedlam — no, no. She's as sane
                         as you and I.

                                   SIMS
                         Was Colby mad? He was my guest.

                                   MILORD
                         We've been good comrades,  Nell and 
                         I.  I'll not do that.

                                   SIMS 
                         As  you will, Milord.

               They start  out  of the two  shot,

               MED.   FULL SHOT -   as   the  two men cross  the room to
               where Mistress Sims is  seated. Mistress Sims pours a glass 
               of gin and hands it to Lord Mortimer,

                                   MISTRESS  SIMS
                         Here, Milord. Here's confusion to
                         your enemies.                                                         

               Milord  takes  the  glass.  She clinks her glass against his
               and they both drink. Sims watches them and smiles,

                                   SIMS
                         It's a  shrewd trick. You can't re
                         strain a  parrot  from slander --
                         you can't exercise  the  right of                             
                         privacy against a bird.  But  I                                
                         have  a way, Milord.                                                       

                                   MISTRESS SIMS
                         Another drink? It will make you a
                         lion.

               Milord  takes  the  drink and swallows it at a gulp.

                                   MILORD
                         I'm an angry man.                                                                       

                                   SIMS
                         There  are  laws against  the
                         depredations  of live  stock,
                         Milord, is  not  a parrot live  
                         stock?    Are   you not suffering
                         loss. You know that, "he who 
                         steals my purse steals trash - but
                         he  who --"

                                   MISTRESS SIMS
                             (interrupting)
                         Why I heard that at  the 
                         playhouse.

               Sims gives her a look to silence her.

                                   MILORD
                         What do you  suggest?

                                   SIMS
                         We can swear out a writ of seizure 
                         - send a bailiff for the parrot and
                         have it here within the hour,

                                   MILORD
                         We could do that.

                                   SIMS
                         Indeed we can.

                                   MISTRESS SILK
                         Arrest a parrot? I'll drink on
                         that, Milord.

               She tosses off another glass of Hollands.

                                                               DISSOLVE

               INT.   LORD MORTIMER'S  ANTE-CHAMBER  -   DAY

               Pompey jumps off his stool and back up against  the wall to 
               get  out  of the way as a whole squad of people come 
               crowding through.  There  is a bailiff who has Varney
               clutched firmly by one elbow while with the other hand Varney
               holds onto the parrot.  After then come Nell and Hannay,

                                   BAILIFF
                             (hauling and tugging at
                              Varney)
                         Come along --  come  along.

               His  efforts  to push Varney through the  door  into Milord's 
               room are  so violent that he blocks  the door instead of
               opening it and has to pull Varney around to one side to clear
               the doorway.  This momentary stoppage enables the Quaker to
               say a word to Nell,

                                   HANNAY
                         I told thee no good would come of
                         it. Thee can not mock thy friends
                         this way.

                                   NELL
                         Mock him --  he'll wish I'd only
                         mocked him when I  finish.

                                   HANNAY
                         Softly.

                                   NELL
                         Bah!

               She flings into the other room after the bailiff and Varney. 
               Hannay quietly follows her.

               INT. LORD MORTIMER'S BED CHAMBER -  DAY

               Milord and Mistress Sims are a bit reddened by the gin they
               have  consumed,  but Sims himself is seated elegantly, 
               delicately holding up a tiny wine  glass. Milord, his wig a
               bit awry goes lurching across the room toward Varney.

                                   MILORD
                         I swore  I'd wring  its neck. Give
                         me  that bird,   Varney.

               Varney looks fearfully from Lord Mortimer to Nell.

                                   NELL
                         Your gifts you can take back,
                         Milord, but the parrot was mine, is
                         mine and remains mine as long as I
                         want.

               Lord Mortimer lurches forward and seizes the parrot roughly
               from Varney's wrist. With one hand he holds it by the body,
               the wings fluttering, with the other hand he seizes its neck. 
               The parrot squawks piteously. Nell screams. The Quaker steps
               forward and with a quick movement, takes the parrot from Lord
               Mortimer.

                                   HANNAY
                         Thee must be careful of other's
                         property.                                             

                                   MILORD
                             (making a great bustle to
                              get at his sword)
                         Curse you, man! You'll fight me for
                         this.

               Nell takes the parrot from the stone mason; smooths its
               disturbed plumage with her hand. Lord Mortimer finally gets
               out his sword.

                                   MILORD
                             (furiously)
                         Draw man, draw!

                                   HANNAY
                         As thee can see, I an weaponless, I
                         do not fight nor brawl with other
                         men.

                                   MILORD
                             (furiously advancing and
                              menacing the Quaker with
                              his sword)
                         You will fight me.

                                   HANNAY
                         I cannot!

                                   MILORD
                         Fight or  I'll run you through.

               He has the point against the Quaker's  chest.

                                   MILORD
                         Will you not fight?

               The Quaker shakes his head,

                                   NELL
                         Milord --

               The muscles of Lord Mortimer's fat arm tense as he prepares
               to  thrust. Hannay sees  the  desire  to strike in the 
               other's eyes.   With a quick movement  of his arm,  he 
               brushes aside the sword and seizes Lord Mortimer by both
               arms.

                                   HANNAY
                             (very quietly)
                         Friend, thou hast no quarrel with
                         me.

               He gives Lord Mortimer a shove.  Lord Mortimer goes stumbling
               backwards, catches his heel on the edge of the carpet and
               falls backward into the depths of the feather mattress_ on
               his bed,

               CLOSE SHOT - Lord Mortimer struggling to get up from the soft
               cushions. Nell with the parrot on her wrist bends over him,
               laughing.

                                   PARROT 
                             (shouting)
                         Lord Mortimer -- Lord Mortimer --

               Hannay bends into the scene, takes a firm hold on Nell's arm
               and draws her back, saying.

                                   HANNAY
                             (with a slight smile)
                         Thee must not mock thy friend.

               FULL SHOT - The group,  Hannay takes Nell's arm and quickly
               gets her out of the room while the bailiff and Sims rush to
               aid Lord Mortimer.

               CLOSE SHOT _ Sims and the bailiff help Lord Mortimer to get
               up.  On his angry face

                                                       FADE OUT

                                                            FADE IN    



               EXT. STONE YARD - AFTERNOON

               It is a bright sunny day and the clink of the hammers on the
               chisels makes a merry and industrious sound. Two or three
               journeymen are busy squaring blocks of granite.  In the f.g.
               Nell is seated on a block of cut stone with her skirts lifted
               a few inches to protect them from the dust. Behind her stands
               Varney with the parrot on his wrist, Hannay stands before her
               in his work apron, his sleeves rolled and a sledge in his
               hand.

                                   HANNAY
                         Thee can earn an honest living for
                         thyself.

                                   NELL
                         I had to sew my costumes when I was
                         on the stage.

                                   VARNEY
                         Two shillings a week and all found
                         for a seamstress.

                                   HANNAY
                         One can live well on that if one is
                         frugal.

                                   NELL
                             (sighing)
                         What would I do with Varney? Who'd
                         have him?

               Hannay feels Varney's arm muscles and shakes his head,

                                   HANNAY
                         Thou hast not strength enough for a
                         mason, Varney.

                                   NELL
                             (shrugging)
                         You see?

                                   HANNAY
                         Just the same I'll give Varney
                         work. He can sweep up the dust
                         here. He has strength enough for
                         that,

                                   NELL
                         He sweeps, and I sew -- all very
                         fine, but not very exciting.
                             (to Varney)
                         What do you think of it, Varney?

                                   VARNEY
                         I like a merry life,  Mistress
                         Bowen.

                                   NELL
                             (rising suddenly)
                         And so by blazes -- so do I!
                         Everyone makes his living with his
                         own tricks. My tricks are not
                         yours, Master Stonemason.

                                   VARNEY
                         If I may say a word. Mistress Bowen
                         -- you still have many friends•

                                   NELL
                         That I have! There's Captain
                         Standing — but he's always talking
                         about Fontenoy —- and Mr. Armiston
                         and Wilkes -— there's Wilkes -— 
                             (admiringly)
                         "That devil Wilkes." He's a clever
                         man and Sims fears him.         

                                                               DISSOLVE

               INT. JOHN LARD'S PUBLISHING HOUSE - DAY

               This is a small shop opening directly onto the street. The
               walls are lined with bookcases and a library ladder serves
               the highest shelves. On this ladder a gentleman with a cocked
               hat pushed back on his wig sits reading. There are bins of
               books on the sidewalk in front of the shop and counters
               within. At the rear of the shop is a manually operated
               printing press. The shop is fairly well filled with
               customers; serious gentlemen who are looking at books,
               discussing prints and indulging in political arguments. Sims
               is standing near the printing press with a companion, a stout
               gentleman who looks not unlike Dr. Samuel Johnson. The CAMERA
               is set up to SHOOT THROUGH the press. The press lowers,
               stamps and starts to move up. The printer, wearing the
               typical box hat of his trade, reaches into the press for the
               finished sheet and hands it to Sims.

               INSERT     THE FINISHED SHEET.  It is a cartoon by Hogarth
               depicting John Wilkes with horns, a tail and a devil's
               pitchfork.

               BACK TO SCENE - Sims and the other man chuckle and look over
               to another corner of the shop.

               The CAMERA FANS WITH their gaze to pick up Wilkes and Nell
               standing near a small counter. Wilkes has a book in his hand.
               He is talking across it to Nell.

                                   WILKES
                         So far as I'm concerned, dear
                         Mistress Bowen, you need not teach
                         your parrot any special phrases for
                         my benefit.

               Nell looks at him for a moment, trying to figure out this
               cryptic statement.

                                   NELL
                         Am I to understand from that,
                         Master Wilkes that you're not
                         interested — not in Bedlam nor in
                         me?

               She makes a movement as if to go.  He restrains her by
               putting his hand lightly on her arm.

                                   WILKES
                         I did not mean that. I meant only
                         that I am a different sort of a man
                         from Lord Mortimer. I am not easily
                         pleased.

               Again Nell and Wilkes exchange a long silent glance.

                                   NELL
                         I think you expect too much, Master
                         Wilkes.

                                   WILKES
                         I offer more.  You want to fight
                         the nastiness and the corruption of
                         Bedlam and I offer you political
                         alliance with John Wilkes. Bring me
                         evidence and I'll be pleased to
                         take it to court.

                                   NELL
                         Let us say that puts a brighter
                         face on the matter Master Wilkes .

                                   WILKES
                         One gives a girl a kiss to seal a
                         certain kind of bargain, Nell.

                                   NELL
                             (protesting)
                         This is a rather public place,
                         Master Wilkes.

                                   WILKES
                             (disregarding her)
                         But one shakes hands with a comrade
                         and a friend.

               He puts out his hand. Smiling delightedly, Nell gives him her
               hand.

               THE  CAMERA PANS BACK TO SIMS AND HIS COMPANION.

                                   FRIEND
                             (smiling  at cartoon)
                         This is a real blow at Wilkes,

                                   SIMS
                             (looking off at Nell and
                              Wilkes)
                         It is a blow I'll leave you to
                         administer.  I've a blow of his to
                         ward away.

               He puts his hat on his head and starts for the door.

                                                       FADE OUT

                                                       FADE IN

               INT. LORD MORTIMER'S CHAMBER - LATE AFTERNOON

               A little table has been drawn up to the fireplace and around
               this table sit Lord Mortimer, Master Sims and Nell Bowen.

                                   SIMS
                         -- and so you see, Mistress Bowen,
                         Milord thought it would --be best
                         to make friends again.

                                   NELL
                         On your advice, I suppose, and for
                         some purpose of your own?

                                   SIMS
                         (with a resigned gesture)
                         Milord, speak to the girl.

                                   MILORD
                         Every word he says is true and
                         better put than I could say it,

                                   NELL
                         Well, so we're friends again. You
                         go your way and I go my way.

                                   SIMS
                         But friends aren't that off-handed
                         with each other, Mistress Bowen,
                         Milord would like to be kind to
                         you.

                                   NELL
                         I'm duly warned.  Go on.

               Sims holds up a large bank note. After a proper pause to let
               Nell take in the full significance and amount of the bill, he
               speaks:

                                                                                                                      
                                   SIMS
                         Milord thinks you've been looking
                         rather pale as of late — perhaps
                         the waters of Bath — a rest —

               He hands over the bank note.    Nell takes it and looks from
               him to Lord Mortimer.  She then reaches out to the tea table
               and picks up two pieces of bread as she speaks.

                                   NELL
                         (to Lord Mortimer)
                         Milord, you know that I have a
                         contempt for certain kinds of
                         money. How deep that contempt is I
                         am about to show you.

               She takes a big bite of the bank-note sandwich, chews and
               swallows it then throws the rest of it into the fireplace.

                                   SIMS
                             (bowing to her across the
                              table)
                         The Bank of England thanks you for
                         three hundred pounds.

               Nell rises and cuffs his face for his impertinence. This
               makes Lord Mortimer laugh.    With contempt she stalks past
               him to the door.

                                   SIMS
                             (taking papers from his
                              pocket and putting them
                              on the table)
                         Tomorrow after the Commission for
                         Lunacy examines her she will strike
                         no more blows — not at you nor at
                         me.

               He drips a pen.

                                   SIMS
                         Here — you sign here.

               Lord Mortimer takes the pen reluctantly and holds it poised
               over the paper.

                                   MILORD
                         But confound me, Sims, I can't sign
                         this.