FADE IN:

EXT. FOREST ACRES VIRGINIA -- DAY

It is early morning in late summer. Forest Acres is a small town in Virginia that is encircled by the forest and rolling hills of the state park. Deer, raccoons, skunks, and black bears roam the open back yards of the homes that border the forest. A mother duck and her ducklings float across a small pond.

Forest Acres is a town that spans the ages of American history. A restored log cabin serves as the town's museum from it's frontier days. A street plaque describes its place in history. A Civil War monument with two soldiers, one for the north and one for the south, represents the pasts split political views of the border line states.

A supermarket and its mini-mall of stores represents Forest Acres' position in the 1990's.

EXT. WILSON HOUSE -- DAY

The house is a pre-Civil War Victorian. It looks like someone has not lived in it for many years. There is no paint on the wooden boards, the windows have been broken, there are holes in the roof, and the shutters are hanging off. The property outside is overgrown with grass and shrubbery.

Two twelve year old boys, CALVIN and JACK, are standing on the front grass of the house next door looking up at the attic. Jack turns towards Calvin.

A large water balloon hits the ground between them. They look at each other with their eyes wide.

INT. MRS. BERGER'S HOUSE -- DAY

In the well kept Victorian home next door, MRS BERGER, 60, a gray haired, chubby, eccentric, nosey-body, yells out of her window.

The two boys take off running.

INT. APARTMENT -- DAY

It's moving day. There are neatly stacked boxes all around the living room. Each box is labeled, indicating what is enclosed; Carrie's Personal Things, Tommy's Personal Things, Mom's Personal Things, Books, Paintings, Mom's Job, Family Room Things, etc.

CARRIE SULLIVAN, 11, tomboy, clad in a New York Giant's shirt, makes her way through the maze of boxes until she comes up her own. She opens it takes out her football. TOMMY SULLIVAN, 13, glasses, nerd, clad in a Batman T-shirt and Batman cap takes a book 'The American Civil War' from his own box, and closes the box very carefully.

INT. ELEVATOR -- DAY

Tommy and Carrie are in the elevator with a BOY, Tommy's size. As the elevator drops through the floors, the boy intentionally knocks Tommy's cap off, and laughs. Carrie glances back at the boy. Tommy leans over to get his cap just as the door opens in the lobby. The boy kicks Tommy's rear, sending him flying out of the elevator. Carrie presses the 'door hold' button and turns towards the laughing boy. He YELLS IN PAIN. Carrie runs out of the elevator LAUGHING as she tosses the football to herself. The boy exits the elevator holding his nose. He looks at his hands and screams.

Carrie spins around to look at him, smiles, then exits the building.

EXT. APARTMENT -- DAY

There is a large interstate moving van directly in front of the building. DONNA SULLIVAN, 33, attractive, red hair, blue eyes, soft spoken, is waving the DRIVER to come to her.

A cab arrives for the children.

Donna helps the CAB DRIVER put the luggage into the trunk. She hugs the children.

Tommy kisses his mother and jumps into the back seat. Carrie hugs her mother around the waist.

Donna brushes Carrie's hair back with her hand.

Donna motions to him for one more minute. She pulls Carrie close and hugs her, then she looks into the back seat.

Tommy rolls his eyes.

Carrie smiles.

INT. CAB -- DAY

The cab takes Carrie and Tommy over a bridge into Manhattan. Carrie has the football on her lap. Tommy's reading his book. The driver has the radio on.

There's background music from "Somewhere Over the Rainbow." Two dialogue clips come on.

EXT. HI-RISE APARTMENT -- DAY

The cap pulls up in front of the Eastside building. The black doorman, TOM, opens the cab door and Carrie jumps out. They 'slit each other five.'

Carrie tosses him the football.

JEFF SULLIVAN, 34, handsome, blonde hair, blue eyes, exits the lobby with his girlfriend. BRENDA STOREWELL, 29, beautiful, short black hair, dark eyes, shapely. The children run up and hug their father.

The cab driver and doorman place the luggage in the cab trunk. Carrie gives Brenda a dirty look, then waves good-bye to Tom as she is getting into the cab.

Once everyone is in the cab Carrie taps her father on his shoulder.

Jeff smiles at his daughter, reaches into his pocket and hands her a cassette. Carrie quickly pops it into her 'walk-man.' Brenda glances at Jeff.

EXT. CANDY STORE -- DAY

In Forest Acres a small candy store is wedged between the town's lone real estate office and the supermarket. Customers are rushing in and out for their morning papers and coffee, greeting each other by their first names, AD LIB.

BEN HILL, 30, a dark skinned, burly, black park ranger rushes from his ranger car and holds the door to the candy store for a woman who has just exited the real estate office. CHARLOTTE GRACE, 36, short brown hair and brown eyes, clad in a business suit, smiles and bows slightly to Ben.

Charlotte enters the store and turns around to Ben.

Ben stops short in his tracks. He has to move away to let a man out, and apologizes, AD LIB. Ben's eyes are wide open.

Charlotte picks up a newspaper, grabs a bag of M&M's, and turns towards Ben.

Ben shakes his head in disbelief and chuckles.

Charlotte holds her hand up to cut Ben's word off.

Again, Ben chuckles and shakes his head.

EXT. AIRPORT PARKING LOT -- DAY

Charlotte is walking to her car with Donna Sullivan, who's clad in a business suit.

Again, Charlotte smiles.

EXT. WINDING ROAD -- DAY

The car passes through the state park. Charlotte glances over to Donna.

Donna smiles with pride.

Suddenly, Charlotte has to stop short when she notices a mother black bear and her cub crossing the road right in front of them.

Donna gives a proud, sweet smile.

The car begins moving along the road. Deer stand at the edge of the road and dash into the woods as the car passes them.

EXT. FOREST ACRES -- DAY

As the two women drive through the picturesque community, children of all ages are walking toward their school. The women see the school bully, MOOSE, 13, pushing a boy, 11, to the ground. Charlotte rolls down her window and yells.

EXT. CANDY STORE -- DAY

Charlotte pulls in front of the store and stops.

Charlotte opens the car door.

Both women LAUGH.

EXT. STREET IN FRONT OF THE WILSON HOUSE -- DAY

Donna's eyes are wide open as she stares in disbelief.

Slowly, Donna exits the car. Charlotte runs around, place her arm around her new friend. It appears she supplies some encouragement. Donna is speechless as she inches forward. Jack and Calvin walk up, bound for school. They stop and watch as the women move closer to the porch. Just as Donna is about to touch the door knob, Calvin calls out.

Donna turns to Charlotte, her eyes are open even wider.

Jack moves closer.

Donna's finger touches the door knob and suddenly the door falls off of its hinges and crashes to the floor in a cloud of dust. Charlotte and Donna jump back expecting the worst.

INT. MRS. BERGER'S HOUSE -- DAY

The nosey-body peers through her blinds to watch what is going on next door. She turns toward her pet parrot, CHARLES, as she fingers her hair bun.

Mrs. Berger notices the two women leaving the Wilson house. She opens the front window a little.

EXT. WILSON HOUSE -- DAY

Front yard, Donna back peddles as she looks towards the Wilson house. She shakes her head.

The old, worn curtains at the attic window move away as if someone was looking down at the two women below.

EXT. DISNEY WORLD -- DAY

The amusement park is crowded with young families. Carrie, clad in a Dallas Cowboy's shirt, and her brother, Tommy, clad in a Mickey Mouse shirt, are racing to the Small World amusement line. Carrie wins but Tommy sneaks ahead of her. Carrie pushes him. Tommy fixes his glasses and smiles. Their father and his girlfriend, Brenda, are coming in behind them. Carrie and Tommy are pushing each other.

The children stop. Carrie looks around at all the families walking by. She turns towards Tommy, speaking loud enough for her father and Brenda to hear.

Her father and Tommy are aghast that she said it so Brenda could hear it. Brenda shakes her head and a slight smile breaks her lips.

Carrie steps back slightly.

Brenda holds Jeff's arm.

Jeff gives his daughter a dirty look.

INT. SMALL WORLD -- DAY

Carrie and Tommy get into the car and the vehicle pulls away.

In the next car, Jeff and Brenda are sitting with their arms around each other.

Brenda leans over and kisses Jeff on the cheek.

EXT. DISNEY WORLD -- DAY

Together, Tommy and Carrie go on the different amusements. Jeff and Brenda are close by, holding hands. The children continue to push each other. Carrie gets angry from one push, and punches Tommy in the arm.

Carrie turns to Brenda and gives her a dirty look, and at one point sticks her tongue out. Tommy catches her.

Angry, Carrie shakes her fist at Tommy.

Tommy follows his father and Brenda, who are walking to a food booth. A ten year old boy, who is eating an ice cream cone, mimics Carrie's fist shaking. Moments later, Carrie's LAUGHING as she runs to catch up to Tommy. The boy is CRYING as his ice cream cone is now sticking from his forehead.

INT. HOTEL ROOM -- NIGHT

Jeff and the children have a two bedroom suite, with Brenda's room right next door. Jeff pours Brenda a glass of wine. Brenda takes a sip of the wine and lays her glass down.

Jeff fingers the rim of his glass.

Brenda takes a potato chip from a bowl in front of her and holds it to her lips.

The children's bedroom door is slightly open. Tommy, who has been listening, glances over towards his sleeping sister.

EXT. WILSON HOUSE -- DAY

It is early morning. Donna and Charlotte are in front of the house, ready to go in and start the cleaning and repair work. Donna looks discouraged. A tool box and cleaning materials are at their sides. Three car loads of YOUNG ADULTS and TEENAGERS arrive at the curb, followed by two pickup trucks loaded with supplies of wood, glass, and paint. Donna is astonished, and glances toward Charlotte for an answer. Charlotte smiles and holds Donna's hand.

Donna smiles.

The teenagers GREET THE WOMEN, AD LIB, as they pass them on their way into the house. Once the volunteers are inside, the two women follow them in.

SERIES OF SHOTS:

HIGHLIGHT THE CONDITION OF THE HOUSE, REPAIR AND CLEANING PROCESS. SOME SHOTS ARE COMIC WITH CLOUDS OF DUST ENGULFING EVERYTHING AND EVERYONE.

INT. HOTEL RESTAURANT -- DAY

Breakfast is half eaten when Carrie pushes her plate away

Jeff goes to hold her hand across the table and Carrie quickly pulls it away.

Carrie pushes her chair back and stands up. Her eyes highlight that she can not believe what she just heard.

Carrie runs out of the room and into the lobby. Jeff and Tommy glance around at all the staring families. Tommy decides to go after her and finds her sitting on the sofa.

INT. LOBBY -- DAY

He sits down next to her on the sofa.

INT. JET PLANE -- DAY

Flying over the ocean, Jeff is working with his lap top computer as his children are asleep next to him. Carrie's wallet drops to the floor and spills out it contents. Jeff picks them up and notices his wedding picture with Donna. He looks at it and releases a slight SIGH. Trying to act as if she is asleep, Carrie watches him with one eye. She motions as if she is waking up and her father quickly shoves the picture back into the wallet.

INT. WASHINGTON D.C. AIRPORT TERMINAL -- DAY

Jeff and the children exit the plane gate and look around the crowd for Donna. Tommy notices her and points.

Jeff hugs Tommy and shakes his hand.

Jeff goes to say good-bye to Carrie, but she walks away.

Ten feet away, Carrie toward her father, but walks backward toward her mother.

Carrie dashes back to her father grabs hold of him. Tears are rolling down her cheek.

Jeff pushes her away slightly so that he can see her face.

Jeff smiles

As Carrie makes her way through, Jeff eyes Donna, who looks very attractive in her business suit. Their eyes meet. As Donna and the children walk through the terminal, Jeff watches them. His New York connection is announced, AD LIB. As his plane lifts off, Donna watches.

INT. SULLIVAN CAR -- DAY

Before the car starts, Carrie leans over the seat and gives Donna a hug and kiss on the cheek.

Donna puts her seatbelt on and glances back to make sure the children have theirs on.

Carrie shakes her fist at him, Tommy smiles.

EXT. WILSON HOUSE -- DAY

The children stand next to each other, looking at the house. It has a completely different look, with its new paint job, fixed shutters, and window panes. Donna is very proud.

Donna places her hands on his shoulders.

As they walk on the porch's wooden floor, Donna's foot breaks through the plank. She rolls her eyes.

INT. WILSON HOUSE -- DAY

At the attic window, the old curtains close. Downstairs in the hallway, MRS ANDERSON, the babysitter, middle aged woman, built like a Marine drill instructor, and facial expression to match, meets the Sullivans. Carrie rolls her eyes at Tommy.

Mrs. Anderson pulls Carrie by the shoulder.

Carrie turns her back on her.

Donna takes Tommy to the side. She brushes his hair back with her hand.

Tommy rolls his eyes.

Donna says good-bye to Tommy and Carrie, AD LIB, then leaves. Mrs. Anderson watches Donna pull away in the car, then turns around toward Tommy and Carrie.

She points to the children's luggage.

In the family room, Mrs. Anderson is setting up a lunch tray in front of the television. In the kitchen, unknown to the woman, Carrie is putting something into Mrs. Anderson's sandwich. The babysitter takes her lunch to the television. As Carrie watches, Mrs. Anderson looks at her watch, then turns on the television to a soap opera. The woman unwittingly puts her sandwich close to her mouth. A worm sticks its head from between the bread slices. The sandwich is only an inch away from Mrs. Anderson's mouth as she continues to stare at the television. Carrie takes something from a bag in the hallway. Mrs. Anderson pulls her sandwich away from her mouth in reaction to something on the soap. She takes a big bite out of it, and MAKES A SOUND that she likes it. Carrie's laughing to herself. Mrs. Anderson's about to take another bite when half of a worm falls on her tray. She jumps up SCREAMING, and runs into the hallway. Carrie shoves a snake into her face. The woman locks herself in the bathroom. When Donna arrives home, Mrs. Anderson rushes past her out the door.

Mrs. Anderson's in a trot down the street.

Donna turns toward a LAUGHING Carrie.

Donna turns her back and watches Mrs. Anderson. Carrie does a slight victory dance, and Donna catches her.

INT. GRAMMAR SCHOOL -- DAY

Beginning of the school day. The hallway is crowded with children, parents, and teachers. Dressed for work, Donna kisses Carrie and Tommy good-bye and exits the school building. Moose, the school bully, and his friend, BILLY, are watching the scene. Billy pushes Tommy into Moose. Moose grabs Tommy by the collar, knocking his glasses to the floor.

Billy shakes his head.

Moose pulls Tommy close and lifts him off the floor.

Carrie moves through the crowd and pulls her brother from Moose, then hands Tommy back his glasses.

Billy's eyes go wide.

Moose goes to grab Tommy's collar and Carrie SLAPS his hand. A HUSH sweeps the hallway.

Moose LAUGHS. Billy follows suit. Carrie holds her ground and Tommy hides behind her.

Moose raises his hand to cut off Billy from talking. He points at Tommy.

Moose then points to Carrie. Carrie SLAPS his hand away.

Moose smiles and shakes his head in disbelief.

Billy CHUCKLES and Moose gives him a dirty look. He starts to walk away, then turns around to Carrie and Tommy.

Carrie shakes her whole body as if she is afraid.

Moose smiles at Billy.

Moose shoves Billy against the wall, and walks away alone.

INT. MARINO BUSINESS SYSTEMS -- DAY

It is a modern computer office. Terminals are set up in the many office cubicles. Donna Sullivan is hard at work at her terminal. Piles of computer manuals are on the desk next to her along with a case of beautiful flowers. Pictures of Tommy and Carrie are near by. She leans over to smell the flowers then gets back to work. ROBERT FOX, 60, black, bald with neatly trimmed hair on the sides, thin mustache, clad in a business suit, passes by Donna's cubicle. Donna notices him and call him.

He enters with a big smile and points at the flowers.

Donna smells then again and fingers a flower.

Mr. Fox sits on the edge of the desk.

Fox CHUCKLES.

Donna presses the enter key on her computer.

Donna smells her flowers.

INT. WILSON HOUSE -- DAY

CARRIE BRINGS A FIELD MOUSE INTO THE HOUSE IN A SHOE BOX, AND SHOWS THE NEW BABYSITTER. THE WOMAN JUMPS ON THE KITCHEN TABLE TO GET AWAY FROM IT. CARRIE PICKS UP THE SMALL ANIMAL BY THE TAIL AND BRINGS IT CLOSE TO THE WOMAN. WHEN DONNA RETURNS FROM WORK, THE BABYSITTER RUNS OUT. CARRIE DOES HER VICTORY DANCE AND IS SENT TO HER ROOM. ANOTHER BABYSITTER, WHO LOOKS LIKE A WITCH, CHASES CARRIE WITH A BROOM. THEY GO OFF THE SCENE AND RETURN WITH CARRIE CHASING THE BABYSITTER WITH THE BROOM.

The fourth babysitter, PAM, a teenage high school girl, is talking on the phone in the family room. Carrie enters the room in a panic.

The girl puts the phone down and runs out into the hallway. Tommy is watching from the kitchen. Carrie sneaks back into the family room and sticks a huge wad of gum on the ear piece of the phone. Pam reenters as Carrie hides behind the sofa.

She pulls the phone away and the gum is attached to her hair. She SCREAMS. Donna returns home and Pam shoves ten dollars into Donna's hand.

Pam runs out the door. Donna CALLS OUT.

Tommy meets Carrie at the top of the stairs.

Carrie makes a face and moves her head from side to side.

Carrie pushes him as she enters her room.

INT. WILSON HOUSE -- DAY

The large country kitchen is done in with simple but quaint furnishings. The PHONE RINGS and Carrie and Tommy race from the family room to get it. Tommy trips and his glasses fall to the floor. As he picks them up, Carrie answers the phone.

Carrie covers the mouth piece and turns towards Tommy.

INT. JEFF'S WORK OFFICE -- DAY

Jeff's office is neat, yet there are stacks of papers and computer listings everywhere. Jeff's sitting at the desk holding the phone with one hand and an office memo in the other. An EMPLOYEE enters, and hands Jeff a report.

Jeff flips a few pages then signs it.

The employee smiles and closes the door as he leaves.

Jeff takes a sip from his coffee mug, labeled 'World's Best Dad.'

INT. WILSON HOUSE -- DAY

Carrie's smile turns to a frown as she listens to her father over the phone. She sits down.

Carrie's eyes begin to fill with tears.

She snaps a pencil that was laying on the table.

Carrie throws the phone, runs out the back door, and into the yard. Tommy picks up the phone.

EXT. WILSON HOUSE -- DAY

The Wilson backyard borders the state park. Carrie walks behind the old carriage house and sees a young deer. She inches toward the animal.

INT. WILSON HOUSE -- DAY

The old worn curtains move away as if someone is looking down at her.

EXT. WILSON HOUSE -- DAY

The deer runs off into the woods and Carrie follows. She tries to keep up, but slips while crossing the stream and falls into the mud.

INT. WILSON HOUSE -- DAY

In the family room Tommy is changing the channels on the television when he comes to a channel showing black bears. There's an interview with Ben Hill.

Donna comes in from work. As the television interview continues. Tommy speaks to his mother. The television shows garbage left on a picnic table and a bear rummaging through it. A cub is at it's side.

Donna lays her briefcse down, and Tommy turns the television low.

Donna kicks off her shoes and rubs her feet.

Tommy glances at the telvision which is still showing the bears.

EXT. WILSON HOUSE -- DAY

Near the face of the woods, Donna and Tommy are CALLING OUT TO CARRIE, AD LIB. Mrs. Berger sticks her head out from her back window.

Carrie exits the woods, covered in mud.

INT. WILSON HOUSE -- DAY

In the kitchen Donna is on the phone, arguing with Jeff.

Up at the top of the stairs, Carrie is listening to her parents aruge who's fault everything is, AD LIB. The young girl hates to hear her parents argue and you can see it on her face. She hears her mother hang up the phone. When she thinks her mother is coming up the stairs, Carrie backs up into a door, and a skeleton key falls from a door ledge. After realizing that no one is coming uo the stairs, she tries the key on the door, and finds it to be an empty closet. she tries another door, and finds the stairs to the attic. She climbs slowly through the layers of cob webs. She sees a spider and tries to pick it up, but the insect runs into a hole.

INT. WILSON HOUSE -- DAY

In the kitchen, Donna is sitting on a chair when Tommy comes up behind her and hugs her.

Donna hugs Tommy's hand and pulls him in front of her.

Tommy's face turns to all smiles.

INT. WILSON ATTIC -- DAY

Carrie is walking around the attic which is filled with antigue furniture and novelties. She is sad. She picks up a porcelain doll, and hugs it.

She brushes the dust off the dress.

She wipes a smudge from the doll's face.

She takes the doll and walks around looking around at everything. She hears a noise downstairs, lays the doll on a chair and walks to the top of the stairs and looks down. Suddenly, she hears her NAME BEING CALLED, AD LIB, from a corner of the attic. She walks over to where the elderly voice came from. She is standing before an old painting of two elderly men, and a small black and white spotted dog, sitting on a 19th century sofa. Confused, she walks back to the stairs. Again her NAME IS CALLED, AD LIB. She returns to the painting. Suddenly, the dog BARKS and wags its tail. Carrie jumps back and falls into a chair. GEORGE WILSON, grey hair and long mustache, stands up in front of their sofa.

He opens his hand toward ULYSSES, a tall, lanky, bald man, with a long beard. Carrie pinches herself repeatedly. Her eyes are open as wide as they go.

Carrie shakes her head as Ulysses pulls on his beard. The dog continues to wag her tail. She BARKS, and Carrie jumps back in her seat

Carrie slowly inches forward on her chair.

George gives a warm smile.

Ulysses is silent, but continues to pull of his long beard. Happy continues to wag her tail.

George CHUCKLES.

Carrie stands up and moves closer to the painting.

Carrie makes a facial expression like she is shocked.

Downstairs, Donna CALLS UP TO CARRIE, AD LIB.