Erin Brockovich
                          a true story
                               by
                         SUSANNAH GRANT


                          Revisions by

                             RICHARD
                           LAGRAVENESE




                          Revised Draft

                            03/22/99






     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.




     INT. DR. JAFFE'S OFFICE - DAY

     A successful-looking doctor sits behind a desk in a well-
     appointed office. He's looking at someone off-camera.

                              DR. JAFFE
               Uh, but you have no actual medical
               training?

                              ERIN
                            (off)
               No. I have kids. Learned a lot right
               there. I've seen nurses give my son a
               throat culture. I mean what is it - you
               stick a giant Q-tip down their throat and
               wait. Or a urine analysis, with that
               dipstick that tells you whether or not
               the white count is high...

                              DR. JAFFE
               Yes, I understand.

                              ERIN
                            (off)
               And, I mean, I'm great with people. Of
               course, you'd have to observe me to know
               for sure, but trust me on that one. I'm
               extremely fast learner. I mean, you show
               me what to do in a lab once, and I've got
               it down.

     He nods. Now we see who he is talking to: ERIN BROCKOVICH.
     How to describe her? A beauty queen would come to mind -
     which, in fact, she was. Tall in a mini skirt, legs crossed,
     tight top, beautiful - but clearly from a social class and
     geographic orientation whose standards for displaying beauty
     are not based on subtlety.

                              ERIN (CONT'D)
               ...for instance, at one point I wanted to
               be an engineer, so I was working at
               Fleuer Engineers and Constructors in
               Irvine. I fell madly in love with
               geology.

                              DR. JAFFE
               Geology?

                              ERIN
               I learned how to read maps. I love maps.
               Did you know our present system for map-
               making dates back to the ancient Greeks
               in like the third century B.C.?

                              DR. JAFFE
               No.

                              ERIN
               Anyway, I was at the company and - this
               is interesting, actually - I helped
               Ramish Ginatra design, as an assistant,
               part of the Alaskan pipeline...

                              DR. JAFFE
               Uh-huh.

                              ERIN
               ..But I lost that job because my son came
               down with the Chicken Pox and 104
               temperature and my ex-husband was
               useless, so..ya know...But what I want to
               tell you is I, uh .. I had always wanted
               to go to medical school. That was my
               first interest really...but then I, you
               know, got married..had a kid too young
               and..that kind of blew it for me..

     Jaffe stares at her.

                              DR. JAFFE
               Uh-huh.

                              ERIN
                            (beat, looks
                             around)
               This is a really nice office.

     Jaffe looks down at her resume, trying to figure a polite
     route.

                              DR. JAFFE
               Thanks.
                            (looks up at
                             her)
               Look....

     Beat. By Erin's expression, she knows what's coming.


     EXT. DR. JAFFE'S OFFICE/ SO. CALIFORNIA SUBURB - MAIN DRAG - DAY

     A side street.  No pedestrians, just parked cars.

     Erin is finishing a cigarette. Her face has fallen -- the
     enthusiasm and spirit she showed in the interview are now
     replaced by a desperate type of concern. She takes a final
     puff, puts the cigarette out and walks to her car.

     A PARKING TICKET flaps under the wiper of an old Hyundai.

                              ERIN
               Fuck.

     Even when she talks dirty, there's a heartland goodness to
     her voice.  Like Kansas corn fields swaying in the breeze.

     As she grabs the ticket from the windshield, her sunglasses
     accidentally CLATTER to the ground.

                               ERIN (CONT'D)
            Shit.

     When she picks them up, a fingernail snags on the pavement.

                               ERIN (CONT'D)
            God damn it.

     She tends to the nail as she opens her car door and gets in.


     WIDER ON THE STREET

     The Hyundai starts it up, signals.  Then, just as it pulls
     slowly out into the street, a JAGUAR barrels around the
     corner, accelerating out of the turn, and SLAMS into the side
     of Erin's car, sending it CAREENING into the median.  It
     SMASHES into a foot-thick lightpost.  And stops.


     EXT. MASRY & VITITOE - DAY

     A respectable building in the valley.

                              ROSALIND (O.S.)
               Morning, Mr. Masry. How you doing today?


     INT. MASRY & VITITOE - RECEPTION - DAY

     A sign over the reception desk reads: MASRY & VITITOE,
     ATTORNEYS AT LAW.

     ED MASRY, senior partner in the firm, enters the office and
     approaches his secretary's desk. His avuncular presence masks
     a savvy legal mind, and his somewhat rumpled appearance 
     indicates a disinterest in pretense.

                              ED
               Fine. You?

                              ROSALIND
               Did you watch it last night?

                              ED
               No, I was out. I taped it. Don't tell me
               what happens.

                              ROSALIND
                            (overlapping
                             him, excitedly)
               It's sooo great...
                            (as he walks to
                             office)
               Your nine o'clock's already in there.

     Ed peers into his office.  It's a mess -- papers everywhere,
     unopened mail.  Standing in the middle of the room is Erin,
     in a teensy, leopard-print mini-dress.  As she jiggles a
     spike-heeled foot, everything about her shimmies gloriously.
     Except her head, which is held in place by a neck brace.

                              ED
               Remind me.

                              BRENDA
               Erin Brockovich.  Car accident.  Not her
               fault, she says.
                            (beat. they
                             exchange looks)
               She was referred.

     He nods.


     INT. MASRY & VITITOE - ED'S OFFICE - DAY

     Not an office that necessarily exudes authority, and ED's 
     blustery entrance only adds to the sense of chaos.

                              ED
               Erin -- hi.  Sorry you had to wait.
               Here, sit down, sit down.

     He clears a stack of papers off a chair, places down a mug of
     coffee.

                              ERIN
               Thanks a lot.
                            (as she sits)
               I tell you, I never thought just standing
               would take it out of me, but ever since
               that shithead hit me, it feels like my
               whole body's put together wrong.

     Ed gives her a look of pro-forma sympathy.

                              ED
                            (sits)
               Jesus, you poor thing. Did anyone ask if
               you want some coffee?

                              ERIN
               Yeah. I'm fine.

                              ED
               Great.  Well, listen...whoever did this to
               you made one hell of a mistake, and you
               and me, we're gonna make him pay for it.

     He sips coffee like it's a healing potion, takes out a pad 
     and paper, gets ready to write.

                              ED (CONT'D)
               Why don't you tell me what happened?

                                             CUT TO:

     INT. SOUTHERN CALIFORNIA COURTROOM - DAY

     Erin is on the stand, wearing the most conservative thing she
     owns: a red, form-fitting mini dress, telling her story to
     Ed, who's questioning her.

                              ERIN
               I was pulling out real slow, and out of
               nowhere, his Jaguar comes racing around
               the corner like a bat outta hell ...

     She glances at the defendant's table, where a DOCTOR sits
     nobly.  His WIFE and two beautiful KIDS are behind him.  A 
     frigging Norman Rockwell painting.


     LATER IN HER TESTIMONY

                              ERIN
               They took some bone from my hip and put
               it in my neck.  I didn't have insurance,
               so I'm about seventeen thousand in debt
               right now.


     STILL LATER

                              ERIN
               ...couldn't take painkillers 'cause they
               made me too groggy to take care of my
               kids.


     STILL LATER

                              ERIN
               ...Matthew's six, Katie's four, and
               Beth's just nine months.


     STILL LATER

                              ERIN
               ...just wanna be a good mom, a nice
               person, a decent citizen.  Just wanna
               take good care of my kids.  You know?

                              ED
                            (oh so moved)
               Yeah.  I know.


     INT. COURTROOM - LATER

     Erin is still on the stand.  But now the doctor's lawyer is
     questioning her.

                              DEFENDING LAWYER
               Seventeen thousand in debt.  Whew.  Is
               your ex-husband helping out?

                              ERIN
               Which one?

                              DEFENDING LAWYER
                            (feigning shock)
               There's more than one?

                              ERIN
               Yeah.  There's two.  Why?

     Erin looks over at the jury.  The personification of
     conservative family values.  Oh, shit.


     LATER IN HER TESTIMONY

                              ERIN
                            (getting defensive)
               ...not like a career, 'cause I had my
               babies.  But I woulda worked, for sure,
               if I didn't have this neck thing.

     Erin sees a juror staring in judgment at her short hem.  Erin 
     gives it a tug, pulling it down a stitch.

                              DEFENDING LAWYER
                            (sarcastic)
               Right.  No doubt.

     Erin sees a few jurors share dubious glances.  Great.


     STILL LATER

     The defendant's lawyer is on the offensive.  Erin's starting
     to feel the case slipping away.

                              DEFENDING LAWYER
               So.  You must've been feeling pretty
               desperate that afternoon.

                              ERIN
                            (pointed)
               What's your point?

     Ed shakes his head slightly to her -- don't get mad.

                              DEFENDING LAWYER
               Broke, three kids, no job.  A doctor in a
               Jaguar must've looked like a pretty good
               meal ticket.

     Erin sees jurors nodding almost imperceptibly in agreement.
     She's on a sinking ship.

                              ERIN
               What?  Hey -- he hit me.

                              DEFENDING LAWYER
               So you say.

                              ERIN
               He came tearing around the corner, out of
               control --

                              DEFENDING LAWYER
               An ER doctor who spends his days saving
               lives was the one out of control --

                              ERIN
                            (erupting)
               That asshole smashed in my fucking neck!


     INT. COURTHOUSE HALLWAY - LATER THAT DAY

     Erin barrels toward the elevator.  Ed trails.

                              ERIN
               ...Open and shut?  Open and fucking shut?

                              ED
               Which is exactly the kind of language
               that lost the case.

                              ERIN
               Oh, please, it was long over by then.
               God damn, he made me look like some
               cheap --

                              ED
               I told you the questions might get a
               little persona-

                              ERIN
               Bullshit.  You told me I'd get half a
               million dollars.  You told me I'd be set.

     ED notices her ranting is starting to draw attention.

                              ED
               Okay -- let's try and settle down here.
               You want something to eat?

                              ERIN
               You want to feed my kids too!? Fuck

               settle down! I got seventy-four dollars
               to my name! I can't afford to settle
               down!

     Beat.

                              ED
               I'm sorry, Erin.

                              ERIN
               Do they actually teach lawyers how to
               apologize - because you all suck at it.

     Erin turns away from him and heads for the stairway.


     EXT. ERIN'S HOUSE - DAY

     A shitty little house in a shitty part of Northbridge.  The
     Hyundai with a bashed-in side pulls up to the curb.

     Erin gets out, takes the mail from her mailbox, then heads
     over to the equally grim house next door and rings the bell.

     A Hispanic woman in her 60's opens the door, holding a white
     baby.  This is MRS. MORALES.

                              MRS. MORALES
               Hi, Erin!  You're back so soon.

     She hands Erin the baby.  It's BETH, Erin's 9-month old.
     Erin avoids the question by focusing on her baby.

                              ERIN
               Hi, sweetie.  Were you a good girl?
               Where are Matt and Katie?

                              MRS. MORALES
               Outside with the sprinkler.  So it's
               good?

     The truth is too depressing to share.  They walk towards
     Erin's house as they talk...

                              ERIN
               It'll be fine, yeah.
                            (BETH COUGHS in
                             her arms)
               Oh honey..

                              MRS. MORALES
               She's got a little cough.  I sat with her
               in the steam to loosen it up.  But...

                              ERIN
               I've got enough medicine, I think..

                              MRS. MORALES
               Ai, bueno.  Listen, I didn't want to tell
               you before, with your worries --

                              ERIN
               What?

                              MRS. MORALES
               My daughter, she's bought a big house
               with a room for me.  I'm going to move in
               with her.

                              ERIN
               You're moving away?  When?

                              MRS. MORALES
               Next week.

                              ERIN
                            (stunned)
               Next week?

                              MRS. MORALES
               I know.  But it's good for me.  Now I can
               help my daughter take care of my
               grandkids.  And it's good for you, too.
               Now you have money, you can find a good
               baby-sitter, huh?  Not the old lady next
               door.

     Oh, God.  Beth COUGHS.


     EXT. ERIN'S HOUSE - DAY

     Erin carries Beth up to her house.  As she nears her door,
     she steps on a GIANT WATER BUG.  It crunches under her sole.

                              ERIN
               Ugh.

     Insult added to injury.  She heads up to the house, dragging
     her shoe, wiping off the bug guts.


     INT. ERIN'S HOUSE - KITCHEN - DAY

     Hand held camera follows Erin as she puts down her bag and
     looks through cabinets to see what she can make for dinner,
     all the while holding Beth who coughs on and off.

                              ERIN
               Oh sweetie..that doesn't sound so good,
               huh?...my baby...let me just start
               dinner....

     Erin finds nothing but boxes of macaroni and cheese and some
     canned peaches and vegetables. She pulls out a box of
     macaroni and cheese and a can of peas. She bends down and
     grabs a pot, placing it under the faucet. She grabs another
     pot and places it on the stove. She searches for a can opener
     to open the peas. She moves back to the sink, shuts the
     faucet and sees:

     Another waterbug crawling up the side of the pot from the
     drain.

                              ERIN (CONT'D)
               Ugh! Goddamn it!

     She bangs the pot onto the bug spilling the water and
     upsetting Beth.

                              ERIN (CONT'D)
               It's all right honey. Mommy's sorry. It's
               all right.

     As she rocks Beth, who coughs in between tears, Erin looks
     around - at her meagre dinner and bug infested kitchen - and
     is fed up with the whole day! She dumps her bag out, gets her
     wallet, opens it up and sees what little money she has.

     Camera follows her out the kitchen, into the main room where
     she heads for a window, opens it and shouts to Matthew and
     Kate in the yard:

                              ERIN (CONT'D)
               Matthew! Katie! Dry off. Put your shoes
               on - we're going out to eat.

     They shout their excitement as Erin (and camera) continue
     through the house, through the bedroom and into a bathroom.

                              ERIN (CONT'D)
               Don't go getting sick on me, baby. Okay?

     But Beth's cough is getting worse. Erin opens the medicine
     cabinet but finds nothing appropriate.


     EXT. DRUGSTORE - DAY

     Matt and Katie are messing around with a gumball machine.


     INT. DRUGSTORE - AISLE - DAY

     Erin is holding Beth, wandering the aisles.  She stops at the
     medicines, thinks for a long moment, then, hating herself,
     glances to make sure no one's looking, and picks up a bottle.


     INT. DRUGSTORE - AT THE REGISTER - DAY

     As a CUSTOMER steps away from the register, Erin steps up
     with the bottle in her hand and smiles at the CHECK-OUT LADY.

                              ERIN
               Hi, remember me? I was in yesterday.
               Bought a whole mess of stuff.  Round
               about five?

                              CHECK-OUT LADY
               Honey, it's a zoo here at five.  I'm
               lucky if I even see a face, much less
               remember it.

                              ERIN
               Oh, shoot, yeah, I guess that'd be tough.
               Well, listen, I meant to buy my baby here
               some medicine, and by the time I got
               home, I realized I'd bought this adult
               stuff by mistake.  And now, wouldn't you
               know, I can't find the receipt.  I was
               wondering -- could I maybe exchange it
               anyway...


     INT. CHEAP DINER - TWILIGHT

     Beth is feeling better on Erin's lap. A drugstore bag sits on
     the table with the cough medicine. The two other kids sit
     opposite in the booth.  Erin is helping the kids read the menu
     as the Waitress arrives.

                              WAITRESS
               Everybody ready?

                              KATIE
                            (proudly)
               My mommy reads backwards.

                              ERIN
               One of my many talents. Go ahead kids.

                              MATTHEW
               Cheeseburger deluxe and a coke.

                              KATIE
                            (whispers across
                             table)
               Mommy can I get the cheeseburger deluxe
               with no cheese and no bread.

                              ERIN
                            (to Waitress)
               You get that?
                            (Waitress nods
                             and smiles)
               This one here'll have just a cup of that
               chicken broth and some crackers.

                              WAITRESS
               And for you?

                              ERIN
               Cup of coffee.

     Waitress takes away menus and exits as Matthew asks:

                              MATTHEW
               You're not eating mom?

                              ERIN
               No, honey - my lawyer took me out to a
               big fancy lunch to celebrate and I'm
               stuffed!
                            (to Beth)
               You feeling better baby.
                            (feels her head
                             with her cheek)
               Cool as a cucumber.


     INT. ERIN'S HOUSE - NIGHT

     The kids are asleep. A starved Erin is sitting at the kitchen
     table, eating canned fruit cocktail.

     O.C. Beth coughs. Coughs again. Erin looks up. Hopes it
     doesn't turn into a coughing fit...

     Beat.

     A waterbug crawls across the table. Erin stares at it.
     Calmly, comically, she reaches off camera and grabs a can of
     bug spray. She aims and sprays the bug with a consistent,
     focused force until the damn thing slides off the table in a
     river of bug repellent.


     INT. MASRY & VITITOE - ED'S OFFICE - DAY

     Midday.  Ed enters with a cup of coffee in his hand.  As he
     heads to his desk, he trips on a box of files.  Coffee sloshes
     up out of his cup and on to his shirt.

                              ED
               Damn it!
                            (calling out)
               Brenda!

     She pops her head in.

                              BRENDA
               Yeah?

     He grabs a tissue, swabs his shirt, then kicks at the box.

                              ED
               What the hell is this doing here?

                              BRENDA
               It's those files you asked for.

                              ED
               I didn't mean for you to leave them in
               the middle of the floor.  Jesus.  Look at
               me.

     As Ed checks his reflection in the glass wall of his office,
     he notices, on the other side:

     ERIN, standing in the middle of the secretaries' area,
     talking to DONALD, the office boy.  Donald heads away from 
     her.

                              ED (CONT'D)
               What's she doing here?

                              BRENDA
               Who?

     Ed goes to his office door and waves Donald over.

                              ED
               Hey, Donald, what's she doing here?

                              DONALD
               She works here.

     Ed looks back out at her -- what the hell?


     INT. MASRY & VITITOE - MAIN ROOM - DAY

     The support staff -- mostly middle-aged women -- are all
     stealing glances at Erin.  Ed approaches her, friendly.

                              ED
               Erin!  How's it going?

     Up close, the wear and tear of worry show on her face.

                              ERIN
               You never called me back.  I left
               messages.

                              ED
               You did?  Wow, sorry about that.
                            (beat)
               Listen, Donald seems to think that you
               said --

                              ERIN
               There's two things that aggravate me, Mr.
               Masry.  Being ignored, and being lied to.
               You did both.

     Glances skitter between the secretaries -- get a load of
     this.  Ed lowers his voice.

                              ED
               I never lied, Erin.

                              ERIN
               You said things would be fine, and
               they're not.  I trusted you.

                              ED
               I'm sorry about that.  Really.  But --

                              ERIN
               I don't need pity.  I need a paycheck.  And
               I've looked, but when you've spent
               the last six years raising babies, it's
               real hard to convince someone to give you
               a job that pays worth a damn.
                            (referring to
                             Brenda's
                             staring)
               You getting every word of this down,
               honey, or am I talking too fast for you!?

     Brenda jumps. Ed sees everyone watching him, listening.

                              ED
               I'd love to help, Erin, but I'm sorry, I
               have a full staff right now, so --

     He starts to escort her out, but she stays put.

                              ERIN
               Bullshit.  If you had a full staff, this
               office would return a client's damn phone
               calls.

     She's backing him into a corner here. The secretaries
     exchange knowing glances.

                              ERIN (CONT'D)
               Now, I'm smart, I'm hard-working, and
               I'll do anything, and I'm not leaving
               here without a job.

     C.U. on Erin as she steps in close to Ed and speaks in a low
     voice that combines fierceness with desperation:

                              ERIN (CONT'D)
               Don't make me beg. If it doesn't work
               out, fire me... But don't make me beg.

     Ed looks at her for a long moment.  Then:

                              ED
               No benefits.


     INT. MASRY & VITITOE - FILE ROOM - DAY

     A tight office lined with file cabinets and shelves.  ANNA,
     the humorless file clerk, is showing Erin around.

                              ANNA
               ...what we do in here is keep track of
               all the case files.  That way, at any
               time, we can find out a case's status --
               where it is in the office, stuff like
               that.  We file 'em all here,
               alphabetically --

                              ERIN
               Simple enough.

     As Anna continues to show Erin around the office, they pass 
     JANE, the bitter office manager, and Brenda, at the coffee 
     area.

                              JANE
               Just last week, he told my sister we
               weren't hiring.

                              BRENDA
               What's your sister look like?


     INT. MASRY & VITITOE - ED'S OFFICE - NIGHT

     Ed is packing up his office.  Erin sticks her head in.

                              ERIN
               Mr. Masry?

     He turns, sees her.

                              ED
               Yeah?

                              ERIN
               I was wondering -- could you tell me who
               I'd talk to about maybe getting an
               advance on my paycheck?  Just -- for the
               weekend.

                              ED
               Jane's the office manager.  She handles
               payroll and petty cash.  But she leaves
               early on Fridays.

                              ERIN
               Oh.  Okay.  That's okay.

     Ed looks at her a moment, sees that it's far from okay.

                              ED
               Oh, for Christ's sake...

     He takes out his wallet, looks in.

                              ED (CONT'D)
               All I have is hundreds.

                              ERIN
               I don't wanna take your money, Mr. Masry.

                              ED
               Where do think your paycheck comes from?

     He slaps a hundred in her hand and leaves.  When he's gone,
     she looks at the bill -- her life raft.


     EXT. BABY-SITTER'S HOUSE - NIGHT

     Erin is at the door, taking Beth from the BABY-SITTER, a
     shabby, unkempt-looking woman in her 40's.  Katie and Matt
     pull on their backpacks and troop out of the sitter's house.


     EXT. ERIN'S KITCHEN - NIGHT

     Erin and her kids are putting away bags of groceries. Beth
     watches from a baby seat. The kids are trying to tell her a
     story. They fight over details. Erin loves listening.


     INT. ERIN'S HOUSE - MATT AND KATIE'S ROOM - NIGHT

     A small room with Salvation Army furniture.  A BUNCH OF
     DAISIES is propped in a Ragu jar on Katie's bedside table.
     Matt and Katie are asleep in bed.  Erin looks down at them,
     smiles, then kisses them good night.


     INT. ERIN'S HOUSE - HALLWAY - NIGHT

     Erin comes out of the bedroom and softly closes the door.
     But just as the handle clicks into place, the house is filled
     with the DEAFENING ROAR of a MOTORCYCLE, REVVING and REVVING.
     It sounds as if it's gonna drive through the wall.


     EXT. ERIN'S HOUSE - NIGHT

     Erin steps out onto her front stoop and looks over at what
     used to be Mrs. Morales's house.  A few MOTORCYCLES are
     parked on the lawn; A FEW BIKERS are drinking beer on the
     stoop; and one asshole is on his bike, REVVING HIS ENGINE.

                              ERIN
               Hey!

     But of course he can't hear her.  She walks over to him,
     stands right in his line of vision.

                              ERIN
               HEY!

     He sees her and kills the engine.  Everything about GEORGE
     HALABY is tough -- his denim, his leather, his bike, his long
     hair.  Everything but his eyes, which twinkle like Santa's.

                              GEORGE
               Well, hello to you, darlin'.

                              ERIN
               What the hell do you think you're doing,
               making all that goddamn noise?

                              GEORGE
               Just introducing myself to the neighbors.

                              ERIN
               Well, I'm the neighbors.  There, now
               we're introduced, so you can shut the
               fuck up.

     The guys on the porch chuckle.  Erin turns and starts back to
     her house.  George hops off his bike and follows her.

                              GEORGE
               Ooh, now, see, if I'da known there was a
               beautiful woman next door, I'da done this
               different.  Let's start over.  My name's
               George.  What's yours?

                              ERIN
               Just think of me as the person next door
               who likes it quiet.

                              GEORGE
               Now, don't be like that.  Tell you what.
               How about if I take you out on a date to
               apologize for my rudeness?

     Erin shakes her head in disbelief and keeps walking.

                              GEORGE (CONT'D)
               Come on.  Gimme your number, I'll call
               you up proper and ask you out and
               everything.

     She stops at her porch, turns to him.

                              ERIN
               You want my number?

                              GEORGE
               I do.

                              ERIN
               Which number do you want, George?

                              GEORGE
               You got more than one?

                              ERIN
               Shit, yeah.  I got numbers coming out of
               my ears.  Like, for instance, ten.

                              GEORGE
               Ten?

                              ERIN
               Sure.  That's one of my numbers.  It's
               how many months old my little girl is.

                              GEORGE
               You got a little girl?

                              ERIN
               Yeah.  Sexy, huh?  And here's another:
               five.  That's how old my other daughter
               is.  Seven is my son's age.  Two is how
               many times I been married and divorced.
               You getting all this?  16 is the
               number of dollars in my bank account.
               454-3943 is my phone number.  And with
               all the numbers I gave you, I'm guessing
               zero is the number of times you're gonna
               call it.

     She turns and heads inside.  He calls out after her:

                              GEORGE
               How the hell do you know your bank
               balance right off the top of your head
               like that?  See, that impresses me.


     INT. MASRY & VITITOE - RECEPTION AREA - DAY

     Morning. Erin walks in, wearing her usual garb.  She passes
     the coffee area, where Jane, Brenda, and Anna are milling.
     Brenda sees her, gives Anna a nudge.  They both check out her
     short hem.  Anna nudges Jane, who looks as well.  Erin
     glances over just in time to see all three of them staring at
     her judgementally.  She stops in her tracks and stares back.

                              ERIN
               Y'all got something you wanna discuss?

     The women go back to stirring their coffees.  Erin walks on.


     INT. MASRY & VITITOE - ED'S OFFICE - DAY

     Ed is walking into his office with a coffee cup in his hand
     when he trips over the same box of files again.

                              ED
               Damn it!
                            (calling out)
               Brenda!
                            (no answer)
               BRENDA!


     INT. MASRY & VITITOE - FILE ROOM - DAY

     Erin is alone, filing as she talks on the phone.

                              ERIN
               How long's she been crying like
               that?...Well, she's got that tooth coming
               in --

     Ed appears in the door, carrying the box of files.

                              ERIN (CONT'D)
               Give her a cold washcloth to suck on --
                            (sees Ed)
               I gotta go -- there's a clean one in that
               bag -- I'll check back in a bit.
                            (hangs up)
               Sorry. My kid --

                              ED
               Where's Anna?

                              ERIN
               Out to lunch with the girls.

                              ED
               Oh. Huh.
                            (beat)
               Well, look, I have to open a file. Real
               estate thing. Pro-bono.

     He plunks the box of papers & files on her desk.  She stares 
     at it, with no idea of how to go about that.

                              ERIN
               Oh.  Okay.

     He sees her staring at the box.

                              ED
               You do know how to do that, don't you?

                              ERIN
               Yeah.  I got it.  No problem.

                              ED
               Good.

     Ed heads out, but pauses before leaving.

                              ED
               You're a girl.

                              ERIN
               Excuse me?

                              ED
               How come you're not at lunch with the
               girls?  You're a girl.

                              ERIN
               I guess I'm not the right kind.

     Erin goes back to work. Ed starts out then stops.

                              ED
               Look, you may want to - I mean, now that
               you're working here - you may want to
               rethink your..wardrobe a little.

                              ERIN
               Why is that?

                              ED
               Well...I think maybe..some of the girls
               are a little uncomfortable because of
               what you wear.

                              ERIN
               Is that so? Well, it just so happens, I
               think I look nice. And as long as I have
               one ass instead of two, like most of the
               "girls" you have working here, I'm gonna
               wear what I like if that's alright with
               you?

     Ed hides a smile. He nods. As he exits, Erin returns to work
     and remarks, without looking up....

                              ERIN (CONT'D)
               You may want to re-think those ties you
               wear..

     Suddenly self-conscious, Ed looks down to his chest...


     INT. MASRY & VITITOE - FILE ROOM - NIGHT

     Erin is at her desk, staring bewildered at the files from the
     box Ed gave her, which are now spread across her desktop.
     She sees Anna packing up her things to leave.

                              ERIN
               Anna?  With this real-estate stuff --
               could you remind me, cause I'm a little
               confused about how exactly we do that.
               Why are there medical records and blood
               samples in real estate files?

                              ANNA
                            (exasperated)
               Erin, you've been here long enough.  If
               you don't know how to do your job by now,
               I am not about to do it for you.


     EXT. BABY-SITTER'S HOUSE - EARLY EVENING

     Erin arrives to pick up her children from the unkempt baby-
     sitter. She knocks. No answer. She knocks and calls out. No
     answer. She looks through window. It appears no one is there.
     She panics.


     INT. ERIN'S HOUSE - EARLY EVENING

     Erin runs into her house calling her children's names. No
     answer. She is almost near tears with panic, rushing through
     each room. She grabs the phone to call the police when she
     hears-

     The sound of her children laughing, outside.

                              ERIN
               Matthew! Katie!


     EXT. ERIN'S HOUSE - EARLY EVENING

     She runs outside, trying to locate the voices. She follows
     the sounds of her children laughing and talking, towards the
     back of her yard, which sits across from:


     EXT. GEORGE'S BACKYARD - EARLY EVENING

     Katie and Matthew are sitting at a picnic table, eating
     hamburgers and hot dogs, barbecued by George, who sits
     opposite them with little Beth on his lap. They all seem
     right at home. Erin is confused.

                              ERIN
               What the hell happened?

                              MATTHEW/KATIE
               Hi mom..

                              GEORGE
               Hey. You hungry?

                              ERIN
               What are they doing here? I went to pick
               them up-

                              GEORGE
               She came by about an hour ago. Said
               something came up and she had to drop the
               kids off.

                              ERIN
               Something came up! Why didn't she call me
               at work?

                              GEORGE
                            (Erin is
                             fearsome)
               I don't know. She..I..she..I don't know.

                              ERIN
               THAT FUCKING BITCH!

                              MATTHEW
               MOM!

                              ERIN
               Sorry!! I can't believe she just dumps my
               kids off when nobody's home!!

                              GEORGE
               I was home.
                            (Erin realizes
                             this)
               They're fine.

     The kids are being fed a full meal with clean plates and
     napkins and glasses of milk. Beth acts like she's known
     George all her life.

     Erin doesn't know what to say. George just smiles.


     INT. ERIN'S HOUSE - LIVING ROOM - NIGHT

     George is on the floor with Matt and Katie, playing war.
     Katie points to the Harley emblem on his leather jacket.  Both
     kids are dressed for bed. Erin watches them interact with
     George.  She notices how good he is with them.  How comfortable
     they are with him.

                              KATIE
               What's that stand for?

                              GEORGE
               That's for Harley Davidson.  The best
               damn motorcycle ever made.

                              ERIN
               And if I catch either of you anywhere
               near one, I'll knock you silly.  Go on to
               bed, now -- I'll come tuck you in, in a
               minute.

     They get up...

                              GEORGE
               'Night.

                              KATIE AND MATT
               'Night.

     ...and head into bed.  George starts cleaning up the cards.

                              GEORGE
               Great kids.

     Erin bends down to help him.

                              ERIN
               Yeah, well..I'm sure I'll fuck them up
               eventually.

                              GEORGE
               Why?

                              ERIN
               I'm never here. I'm obviously not a good
               judge of character or I would have never
               left them with that idiot who cost a
               fortune and smelled like chicken fat.
               After I find her and kill her, I don't
               know what I'm going to do.

                              GEORGE
               If you need help with them, I could do
               that.

                              ERIN
               I'm not gonna leave my kids with you.

                              GEORGE
               Why not?

                              ERIN
               'Cause I don't even know you.

                              GEORGE
               What do you want to know? Ask me.

                              ERIN
               Look, thanks for today but-

                              GEORGE
               You're welcome.

     Erin doesn't know what to say.

                              GEORGE (CONT'D)
               What's the matter, you got so many
               friends in this world, you can't use one
               more?  I'm serious.  If you need someone to
               keep an eye on them -- after school or
               something -- I don't have a job now, so
               I'm around in the afternoons.

                              ERIN
               Oh, that's a great recommendation.  You're
               unemployed?

                              GEORGE
               By choice.  I work when I need to.

                              ERIN
               Yeah?  And what do you do the rest of the
               time, live off your trust fund?

                              GEORGE
               I do construction, which pays real good.
               And I make it last by living cheap.

                              ERIN
                            (with a little
                             laugh)
               I hope that's not supposed to impress me.

                              GEORGE
               Are you this hard on everyone who tries
               to help you?

                              ERIN
               It's been a while. I'm out of practice.

                              GEORGE
               Then lemme remind you, the polite thing
               is to say, thank you, it's a real nice
               offer, I don't mind taking you up on it.

                              ERIN
               Why in the hell would you want to watch
               my kids?

                              GEORGE
               Cause I like kids.  I like hanging out
               with them.

                              ERIN
               Right.

     She starts cleaning up the cards.

                              GEORGE
               I do.  I like how they keep it all
               simple, you know?  They don't get all
               complicated, like grown-ups do.  A
               bicycle and an ice cream cone -- boom,
               done, they're happy.

     Erin thinks about the offer.

                              ERIN
               You're around every afternoon?

                              GEORGE
               Yup.  Usually working on my bike.

     She's tempted.

                              GEORGE (CONT'D)
               No big deal.  If it doesn't work out, you
               can send 'em back to the chicken lady.

     Tempting.  Erin looks him over, then, as she exits:

                              ERIN
               This isn't gonna get you laid, you know.

     George laughs.


     INT. ERIN'S HOUSE - ERIN'S BEDROOM - NIGHT

     The wee hours.  Erin's in a T-shirt, sitting on her mattress
     on the floor.  The paperwork from the box is now spread all
     over the floor around her.  She's reading a letter.


     CLOSE ON THE LETTER

     It's from PG&E, to Donna Peter Irving.  We see the phrases, 
     "purchase your house...," "fair market value..."


     CLOSE ON ANOTHER DOCUMENT

     It's a list of comparable house sales in the area.  Owner,
     cost; owner, cost.  Every house is in the $65,000 range.

     From another room, she hears the sound of BETH CRYING.  Still
     reading the file, Erin gets up and goes into:


     INT. ERIN'S HOUSE - BETH'S BEDROOM - NIGHT

     Still reading, Erin gets Beth out of her crib.  Beth quiets.


     INT. ERIN'S HOUSE - ERIN'S BEDROOM - NIGHT

     Erin lies down on the mattress and rests Beth on her chest.
     She sets down the file she was reading and picks up another.


     CLOSE ON THE FILE

     It contains a letter from a Dr. Howard Reeves.  The first
     paragraph contains the phrase "...medical examination of
     Donna and Peter Irving..."

     Toward the end of the letter there are two columns.  One is
     headed: "IN RANGE".  The other: "OUT OF RANGE".  Under that
     head appear the following: "lymphocytes, T-lymphocytes,
     natural killer cells, T Helpers, T8 suppressor cells"...

     Erin stares at it, confused.


     INT. ED'S OFFICE - DAY

     Ed sits at his desk, working.  There's a knock.

                              ED
               Yeah.

     Erin enters, holding a file;

                              ERIN
               Hi. Sorry. Would you mind if I
               investigated this a little further?

                              ED
               Investigated what?

                              ERIN
               This real estate thing with the Irvings.
               The pro bono case...

                              ED
                            (overlap)
               Oh yeah, yeah, yeah..

                              ERIN
                            (overlap)
               See, yeah..I just want to make sure I'm
               understanding what I'm reading. So you do
               mind?

                              ED
               No, go ahead.

                              ERIN
               Great. Thanks.

     Erin exits. Ed returns to his work.


     EXT. L.A. FREEWAY - DAY

     The beat-up old Hyundai heads east out of L.A.


     EXT. HINKLEY, CA - DAY

     This is a dry, desolate part of California.  No downtown, no
     community.  Just tract after tract of arid farmland, with
     small, bland, unprotected ranch home cropping up out of
     landscape like occasional tombstones.

     A beat-up old sign on the road reads: "HINKLEY, CA.  POP:"
     but the corner where the number would be has broken off.

     As a gust of wind lifts dust from the fields, Erin turns onto
     Community Boulevard, the main road that cuts through Hinkley.
     In doing so, she passes a nearby UTILITY PLANT.  Its criss-
     crossing PIPES and large COOLING TOWERS stand out clearly
     against the flat, dry fields. Erin doesn't notice.


     INT. ERIN'S HYUNDAI - DAY

     Erin cruises through the neighborhood, looking at a piece of
     paper with the Irvings' address on it.  This area has seen
     better days -- many of the houses have been razed, leaving
     heaps of lumber and wire behind.


     EXT. DONNA IRVING'S HOUSE - DAY

     A generic ranch home standing all alone in the middle of
     nothing.  There's a pool out back and a chain link fence
     hugging the property.  No landscaping.  Dull, but clean.  A
     few BOTTLES OF SPRING WATER wait by the door.

     The Hyundai pulls into the driveway and stops.  Erin gets
     out.  As she heads up to the door, her spike heels sink into
     the dirt.  She rings the bell.  It has a melody chime.

     DONNA IRVING opens the door.  She's 35, petite, with a
     scrappy, high-strung manner.  She's wearing tight jeans, and
     her dark curls are piled on top of her head.

                              ERIN
               Hi.  Donna Irving?

                              DONNA
               Yes?

                              ERIN
               I'm Erin Brockovich, from Masry &
               Vititoe?

                              DONNA
                            (a little
                             surprised)
               You're a lawyer?

                              ERIN
               Hell, no.  I hate lawyers.  I just work
               for them.  You got a minute?


     INT. THE IRVINGS' HOUSE - LIVING ROOM - DAY

     The house is furnished with little money, but lots of care.
     Erin's on a plaid couch, in a sea of needle point pillows.
     Out back, two GIRLS, ages 9 and 11, are playing in a pool.

                              ERIN
               This is a real nice place you got here.

                              DONNA (O.S.)
               Well it oughta be, with all the work I
               put into it.

     She comes out from the kitchen with a tray of iced tea.

                              DONNA (CONT'D)
               I added air conditioning, put in the
               pool, made all those pillows by hand...

                              ERIN
               Yeah?  I should learn to do stuff like
               that.  They make the place feel real
               homey.

     Donna corrects the positioning on a couple of pillows.

                              DONNA
               Thank you.  I think so too.  That's why
               I'm being such a stickler on this house
               price thing.  I don't mean to be a pain
               in PG&E's backside, especially after all
               they've done for Hinkley, but I look
               around here and I think, if they want
               this place, they're gonna have to pay for
               it.  And I don't just mean pay for the
               house; I'd like them to pay me for the
               trouble of starting over.

                              ERIN
               So you didn't have the house up for sale -
               they just came to you and wanted buy it?

                              DONNA
               Yeah. I don't want move. Uproot the kids.
               And besides the moving, there's
               decorating a new place, and if the
               windows aren't the same size, you know --
               you're making all new curtains.  Honest
               to God, I don't know if I have the
               energy.  You know, I've been sick.  Me
               and Pete both have.

                              ERIN
               Yeah, I'm real glad you brought that up.
               I was going through your file here, and I
               ran into these medical records.  They
               kinda surprised me --

     This would be the perfect opportunity for many to get self-
     pitying.  But not Donna.  Life's handed her a shitload of
     lemons, and darned if she hasn't made a shitload of lemonade.

                              DONNA
               I know.  They're more than a bit unusual.
               See, two years ago, Pete got Hodgkin's
               disease.  That's a kind of cancer --

                              ERIN
               Yeah, I'm real sorry to hear that.

                              DONNA
               Thank you.  It's in remission now, thank
               the Lord, but you never know.  And then
               while that's going on, I end up having to
               have a hysterectomy.  Plus a whole mess
               of lumps removed from my breasts.  All
               benign so far, but still, no matter how
               positive you stay, an operation can still
               take it out of you.
                            (Erin nods)
               So the whole idea of selling the house --
               if they aren't gonna pay us properly, I
               just don't see the point.

                              ERIN
               Yeah, I can see that.
                            (beat)
               I guess the only thing that confused me
               is -- not that your medical problems
               aren't important, but -- how come the
               files about them are in with all the real
               estate stuff?

     Donna tops off their iced teas.

                              DONNA
               There's so much correspondence, I just
               keep it all in one place.

                              ERIN
               Right, but -- I'm sorry, I don't see why
               you were corresponding with PG&E about it
               in the first place.

                              DONNA
               Well, they paid for the doctor's visit.

                              ERIN
               They did?

                              DONNA
               You bet.  Paid for a check-up for the
               whole family.  And not like with
               insurance where you pay, then wait a year
               to be reimbursed, either.  They just took
               care of it.  Just like that.  We never
               even saw a bill.

                              ERIN
               Wow.  Why would they do that?

                              DONNA
               'Cause of the chromium.

                              ERIN
               The what?

                              DONNA
               The chromium.  Well, that's what kicked
               this whole thing off.


     INT. ERIN'S HYUNDAI - DAY

     As Erin leaves Hinkley, she stops the car and takes a look at
     the power plant she passed so obliviously on her way into
     town.

     Maybe it's the angle, or maybe it's what Donna's been telling
     her, but somehow the plant seems more threatening now. Like
     it's bearing down on the town.


     EXT. UCLA MAIN LIBRARY - DAY

     Large.  Looming.  Very establishment.  Through the windows,
     we see Erin at the desk, talking to a LIBRARIAN.  She has the
     file in her hands.

     The librarian gives her directions to somewhere else.


     INT. UCLA SCIENCE BUILDING - HALLWAY - DAY

     A long, academic hallway lit by fluorescents.  Erin gets off
     an elevator and heads down the hall.  She finds a door with a
     nameplate that reads "Brian Frankel, Toxicology" and KNOCKS.

     The door opens and DR. FRANKEL appears, looking as though
     he's getting ready to leave.  Nothing like Erin has ever
     shown up at his door.  He reels at the sight of her.

                              ERIN
               Doctor Frankel?

                              FRANKEL
               Yes?

                              ERIN
               Hi, I'm Erin Brockovich.  I was just over
               in the library there, asking a mess of
               questions about -- I guess they call it
               toxicology? -- and the fella there told
               me to find you, 'cause you know all about
               it.

                              FRANKEL
                            (suspicious)
               Is this a joke?  Did Baxter put you up to
               this?

                              ERIN
               Who's Baxter?

                              FRANKEL
               He did, didn't he?  Baxter!

     BAXTER, another scientist, leans out of a door down the hall.

                              BAXTER
               Yeah?

     Baxter and Erin look at each other.  No recognition, of
     course.  Frankel is immediately embarrassed.

                              FRANKEL
               Oh.  Oh.

                              ERIN
               No one put me up to anything.  I was just
               hoping I could ask you a couple
               questions.

                              FRANKEL
                           (mortified)
               Of course!  Oh, Gosh, of course --


     INT. BUILDING CORRIDOR - DAY

     Erin follows Frankel down the hall.

                              FRANKEL
               What kind of chromium is it?

                              ERIN
               There's more than one kind?

                              FRANKEL
               Yes.  There's straight-up chromium --
               does all kinds of good things for the
               body.  There's chrom 3, which is fairly
               benign, and then there's chrom 6,
               hexavalent chromium, which, depending on
               the amounts, can be very harmful.

     EXT. UCLA CAMPUS - DAY

     Erin and Dr. Frankel continue walking.

                              ERIN
               Harmful, like -- how?  What would you
               get?

                              FRANKEL
               With repeated exposure to toxic levels --
               God, anything, really -- from chronic
               headaches and nosebleeds to respiratory
               disease, liver failure, heart failure,
               reproductive failure, bone or organ
               deterioration -- plus, of course, any type
               of cancer.

     He rattles it off coolly.  Just facts.  Erin's stunned.

                              ERIN
               So that stuff -- it kills people.

                              FRANKEL
               Oh, yeah.  Definitely.  Highly toxic,
               highly carcinogenic.  Bad, bad stuff.

                              ERIN
               What's it used for?

                              FRANKEL
               A rust inhibitor. See, the utility plants
               run these piston engines to compress the
               gas, the engines get hot, you gotta run
               water through them - chromium's in the
               water to prevent corrosion...

                              ERIN
               Well, how do I find out what kind of
               chromium they use in Hinkley?

                              FRANKEL
               Have you been to their water board?

                              ERIN
               Hunh-uh.  What's that?

                             FRANKEL
               Every county has one.  They keep records
               of anything water-related within their
               jurisdiction.  You should be able to find
               something there.

                              ERIN
               County water board.  All righty, thanks.

                              FRANKEL
               Good luck.
                            (beat)
               Oh -- I wouldn't advertise what you're
               looking for if I were you...incriminating
               records have a way of disappearing when
               people smell trouble.


     EXT. LAHOTAN REGIONAL WATER BOARD - DAY

     A small building on a small street baking under the desert
     sun. Anybody with any sense is inside, out of the heat.

     Erin's Hyundai pulls up and stops in a cloud of dust.  Erin 
     hops out, checks her reflection in the side-view mirror, then 
     heads into the building.

     INT. LAHOTAN REGIONAL WATER BOARD - DAY

     Drab, government-issue.  ROSS, the bored desk clerk is
     thumbing his way through ROAD & TRACK.  Just as he stops to
     stare at a motor oil ad in which a buxom blonde is straddling
     the hood of a car, the huge door opens and Erin enters.

                              ERIN
               Whew!  Goddamn, that's a heavy door.

     Ross looks up.  It's like the girl from the ad walked right
     off the page.  He jumps up, to help her with the door.

                              ROSS
               Oh, hey -- lemme give you a hand there.

                              ERIN
               Thank you very much.  Aren't you a
               gentleman?  Mr....

                              ROSS
               Ross.

                              ERIN
               Ross.  Real pleased to meet you.  I'm
               Erin.

     She smiles.  He can't believe his luck.

                              ROSS
               Erin.  Cool.  What can I do for you,
               Erin?

                              ERIN
               Well, believe it or not, I am on the
               prowl for some water records.

                              ROSS
                            (with a laugh)
               You come to the right place.

                              ERIN
                            (laughing along)
               I guess I did.

                              ROSS
               You just tell me what you want to look at
               and I'll be glad to dig 'em out for you.

                              ERIN
               I wish I knew.  It's for my boss.  He's
               fighting his water bill, and he wants me
               to find all manner of bills from all
               kinds of places.  The easiest thing would
               probably be if I just squeezed back there
               with you and poked around myself.  Would
               that be okay?

                              ROSS
               Heck, yeah.  Come on back.  Just gonna
               need you to sign in here --

     He hands her a pen.  He reads over her shoulder as she signs
     her name -- Erin Pattee Brockovich.

                              ROSS (CONT'D)
               Pattee?  That your middle name?

                              ERIN
               Nope.  Maiden.

                              ROSS
                            (disappointed)
               You're married.

                              ERIN
               Not anymore.

     She smiles and winks at him, then goes around the counter
     with him and looks at the stacks and stacks of files.

                              ERIN (CONT'D)
               Well.  Here goes nothing.

     She heads down an aisle, reading the spines of the files.
     They're all town names -- Barstow, Victorville, Oro Grande,
     Helendale -- in no particular order.  Finally, Erin spots one
     that says Hinkley. She pulls it down.


     IN THE FILE

     are pages and pages of Xeroxed memoranda, letters, charts,
     graphs, handwritten notes.  All shoved in willy-nilly.


     INT. ERIN'S HOUSE - MAIN ROOM - DAY

     George is watching a football game on TV.  He's just put TV
     dinners on the floor in front of the Matt and Katie. 

                              MATT 
               Our mom gives us sandwiches on Fridays. 

                              GEORGE
               That's a sandwich. 

                              KATIE
               No, it's not! 

                              GEORGE
               Sure it is.  Here, I'll show you. 

     He picks up Matt's chicken, tears it in two... 

                              GEORGE (CONT'D)
               Most people think a sandwich's gotta have 
               bread on the outside.  Not true.  Chicken
               is a perfectly good outside for a
               sandwich.

     ...then places the broccoli neatly between the halves. 

                              GEORGE (CONT'D)
               See? 

     Katie and Matthew look at it, then up at George, and smile.

     They eat quietly - not watching the TV. George gets the
     feeling they're not into the game. He grabs the remote and
     turns on a Nickelodeon-type show. They perk up, recognizing
     it. He likes pleasing them. He looks over to Beth -

     George likes how this feels.


     EXT. WATER BOARD - NIGHT 

     It's gotten dark.  Erin's Hyundai's still there.


     INT. WATER BOARD - NIGHT 

     Erin is on the floor, her legs stretched out in front of her. 
     She has a bunch of files open and spread across the floor.
     The one in her hand has caught her attention. 


     INSERT ON THE PAPER 

     It's a memo titled: "CLEAN-UP AND ABATEMENT ORDER" from the
     water board to PG&E.  Erin is concentrating hard on it,
     reading laboriously to herself. 

                              ERIN (O.S.) 
               "...On December 7, 1987, the discharger
               notified the regional board and the San
               Bernardino County Environmental Health 
               Services of the discovery of 0.58 ppm of
               hex-a-....hex-a-valent chromium in an on-
               site ground water monitoring well..."
                            (beat)
               ...hexavalent... 


     INT. MASRY & VITITOE - RECEPTION - DAY 

     CLOSE ON A XEROX OF THE ABATEMENT ORDER.  WIDEN to see it is
     on top of a stack of papers that Erin is carrying as she
     enters the office.  She has an efficient air about her -- a
     sense of purpose. 


     INT. MASRY & VITITOE - FILE ROOM - DAY 

     Erin swoops in, ready to work, only to find her desk cleared
     off. She turns to Anna, who's already hard at work. 

                              ERIN
               Where's my stuff? 

     Anna looks up. 

                              ANNA 
               Where've you been?

                              ERIN
               What the fuck did you do with my stuff? 

                              ANNA 
               Don't use language with me -- 

     But Erin's out the door before Anna can finish her sentence.


     INT. MASRY & VITITOE - JANE'S OFFICE - DAY

     JANE is at her desk.  Erin barrels in.

                              ERIN 
               Someone stole my stuff. 

                              JANE 
               Nice to see you, Erin.  We've missed you. 

                              ERIN 
               I had photos of my kids, plus a mug -- 

     Jane reaches under her desk for a box, looks through it.

                              JANE 
               -- toothbrush, toothpaste, and a pair of
               hose.  Here. 

                              ERIN
               What's going on? 

                              JANE 
               There may be jobs where you can disappear
               for days at a time, but this isn't one of 
               them.  Here, if you don't do the work,
               you don't get to stay. 

     She hands her the box.  Erin doesn't take it. 

                              ERIN 
               I've been working.  Shit, that's all I've
               been doing.  Ask Mr. Masry.  He knows. 


     INT. MASRY & VITITOE - ED'S OFFICE - DAY 

     Ed's at his desk, dialing the phone when Erin barrels in.

                              ERIN 
               You said to fire me?

     He sets down the receiver. 

                              ED 
               Erin, you've been gone for a week. 

                              ERIN 
               I left a message.  I've been dealing with 
               that real estate thing.  I was gonna
               write up a whole damn report and --

                              ED 
               That's not how we work here.  You don't
               just leave a message and take off.

     Jane follows her in, still carrying the box of stuff. 

                              ERIN 
               What am I supposed to do, check in every
               two seconds? 

                              JANE 
               Yes.  It's called accountability. 

                              ERIN 
               I am not talking to you, bitch. 

                              JANE
               Excuse me?

                              ED
               Okay, enough -- 
                            (beat) 
               Now, look Erin -- this incident aside, I 
               don't think this is the right place for
               you.  So what I'm gonna do is make a few
               calls on your behalf.  Find you something
               else, okay? 

                              ERIN
               Don't bother. 

     She turns to Jane, takes her box, and heads out. 

                              ED 
               Come on, I'm trying to help here. 

                              ERIN 
               Bullshit.  You're trying to feel less
               guilty about firing someone with three
               kids to feed.  Fuck if I'll help you do
               that. 

     And she leaves. 


     INT. MASRY & VITITOE - OUTSIDE ED'S OFFICE - DAY 

     As Erin heads for the door, pleased glances fly from 
     secretary to secretary.  Erin reaches the door, but can't
     open it with the box in her arms.  She turns to the room. 

                              ERIN 
               I don't suppose any one of you cunts
               could open the door for me. 


     INT. ERIN'S HOUSE - MAIN ROOM- DAY 

     Erin enters, puts down the box and stares at the mail.
     Bills, bills, and more bills.  As she throws them on the
     table, she sees George coming out of the kitchen.

                              ERIN
               What are you doing here? 

                              GEORGE 
               Fixing a leak under your sink. 

     She heads into the kitchen, weary and irritated. 

                              ERIN 
               I didn't ask you to do that.  Damn it, 
               George, I don't ask you to do things like
               that. 

     INT. ERIN'S HOUSE - KITCHEN - DAY 

     Erin enters, sees all the cleaning stuff from under the sink
     is spread around the kitchen floor.  A tool box lies open. 

                              ERIN
               Great. 

                              GEORGE
               I'm gonna clean it up. 

     Erin gets down on her knees and starts putting things away. 

                              GEORGE (CONT'D)
               Relax, Erin, I'll do it -- I'm not --

     Before he can finish, a huge WATER BUG runs onto Erin's hand. 

                              ERIN
               Ugh -- Jesus -- 

     She jumps and brushes it off. 

                              GEORGE 
               Yeah -- you had a whole family of those
               things hanging out back there. 

     She takes off her shoe and smacks at the bug, missing it. 

                              ERIN
               Damn it -- 

     The bug skitters away from her, along the floorboard.  Erin
     chases it, smacking at it repeatedly, missing it every time. 

                              GEORGE
               Don't worry about it, I'll get it later. 

     But Erin keeps after it, corralling all her frustrations into
     killing that one bug. 

                              ERIN 
               Come here, you little motherfucker --

     The bug crawls up onto the table, zipping behind the salt,
     the paper, the napkin holder.  Erin keeps after it, BANGING
     the table harder and harder with each SMACK of her shoe.

                              GEORGE
               Hey, whoa -- relax --
         
     The salt and pepper skid off the table.  The napkins fly from
     their holder.  Just as Erin's about to nail the bug, it slips
     into a crack in the wall and disappears.  Erin hurls her shoe
     at the crack.  It SMASHES into the wall.

                              ERIN
               GOD DAMN IT!

     As Erin stands there staring at the wall, her breath starts
     to come heavily -- those deep breaths that precede tears.
     She slowly slides down into a chair, defeat overcoming her.
         
                              ERIN
                            (almost a whisper)
               ...God damn it.
         
     She looks around at her for-shit kitchen and starts to cry.
         
                              ERIN (CONT'D)
               What kind of person lives like this?
               Huh?  What kind of person lets her kids
               run around in a house crawling with bugs
               the size of housecats?
         
                              GEORGE
               It's a simple thing.  Everybody gets
               them.  All we gotta do is call an
               exterminator.
         
                              ERIN
               I can't call an exterminator.  I can't
               afford one.  God, I can't even afford my
               phone.
                            (beat)
               I got fired.
         
                              GEORGE
               What?  But you been working so hard --
         
                              ERIN
               Doesn't matter.  Doesn't make one fucking
               bit of difference.

     She exits. After a beat, George follows.


     INT. ERIN'S HOUSE - ERIN'S BEDROOM - DAY

     Erin sits on the bed, drying her eyes. George enters. Erin
     looks up at herself in the mirror above her bureau.

                              ERIN
               I don't know what happened to me...

     George listens by the door.

                              ERIN (CONT'D)
               I mean I was Miss Wichita, for Christ
               sakes. Did I tell you that? Did ya
               know you were living next door to a real
               live beauty queen.
                            (wipes her nose)
               I still got the tiara.  I thought it
               meant I was gonna do something important
               with my life, that I was gonna be
               someone.
         
                              GEORGE
               You are someone.

                              ERIN
               No I'm not.  Look at me.

                              GEORGE
               You're someone to me.

     He takes a step toward her and kneels in front of her, very
     close.  He takes her shoe from her hand and puts it back on
     her foot.  Then he takes her hands in his and kisses them.
         
                              ERIN
               Are you going to be something else I have
               to survive? Cause I'll tell you the
               truth, I'm not up to it.
         
     But he kisses her anyway.  And for the first time in so long,
     she feels like something other than a failure.  He pulls her
     into him, and she lets herself be pulled.
         

     INT. ERIN'S HOUSE - ERIN'S BEDROOM - DAY
         
     Erin and George are in bed, naked, curled around each other.
     As Erin recites her beauty queen speech, they are both
     laughing at the naive, impossible goals of her youth.

                              ERIN
               "....and I will devote my entire reign as
               Miss Wichita to bringing an end to world
               hunger...and to the creation of a
               peaceful earth for every man, woman and
               child..."

                              GEORGE
               How long were you going to be Miss Wichita?

                              ERIN
               One year!
                            (George laughs)
               Of course by the time I got through
               opening new supermarkets. I had just a
               few weeks left for hunger and world
               peace, so..Ha, ha, ha...damn..I don't
               know what the hell I was thinking.

                              GEORGE
               I wanted to run my own antique shop.

     Erin looks at him. Beat. She bursts into laughter.

                              GEORGE (CONT'D)
                            (laughing)
               Oh that's nice..that's very nice!

     He starts tickling her. She screams then covers her mouth so
     as not to wake the kids...They roll over each other.

                              ERIN
               I'm sorry...I'm sorry...

                              GEORGE
               My parents rented antiques on the side.
               I'm not just some grease monkey, you
               know.

                              ERIN
               Oh, I know. You're one of those Zen gods
               of motorcycle maintenance, aren't you?

                              GEORGE
                            (smiles)
               Maybe. Maybe there's a reason I found
               that place next door. A reason I revved
               my bike that night and you came out
               tearing my head off.

                              ERIN
               Yeah, we just did the reason.

     She says this as she is about to get up but George holds
     her back, suddenly dead serious...

                              GEORGE
               Don't do that to yourself. If that's all
               I wanted, I don't need to go next door to
               a woman with three kids...

     Erin suddenly grows uncomfortable at the implied intimacy.

                              GEORGE (CONT'D)
                            (laughs)
               All I'm saying is, I can't believe
               whatever kind of God there is, put you
               here - looking the way you look, with the
               brains and balls you got - just to
               trip you up and watch you fall. Can't be.

     He kisses one of her earlobes. Erin likes the sound of this
     but it also makes her apprehensive. She leans in to kiss him,
     but before she does:

                              ERIN
               Don't be too nice to me, okay?  It makes
               me nervous.

     George looks almost hurt, but empathetic. Erin kisses him
     long and hard as they begin to make love again.


     INT. MASRY & VITITOE - ED'S OFFICE - DAY
         
     Ed is at his desk.  The PHONE RINGS.  And RINGS.  And RINGS.

                              ED
               Brenda!
                            (no answer)
               BRENDA!

     Nothing.  Ed growls in frustration, then gets the phone.

                              ED
               Yeah, Ed Masry here...She doesn't work
               here anymore.  Who's this?
         

     INT. ERIN'S HOUSE - KITCHEN - DAY
         
     CLOSE ON THE TABLE, where Beth is bobbling in her baby chair.
     On one side of her is a heap of bills with "PAST DUE" and
     "PLEASE REMIT" stamped on them.  On the other, the well-
     thumbed CLASSIFIED SECTION, with circles and X's all over it.

     The DOORBELL rings.  Erin swoops in and picks up Beth.

                              ERIN
               Come on, baby.  Maybe that's Ed McMahon.


     INT. ERIN'S HOUSE - FRONT DOOR - DAY
         
     Erin carries Beth over to the front door, spies through the
     peephole, and sees Ed standing there.  She opens the door.
         
                              ERIN
               Wrong Ed.
                            (Ed looks
                             confused)
               What are you doing here?

                              ED
               I got an interesting call this afternoon.
               It was from a Doctor Frankel from UCLA.

                              ERIN
               Oh, yeah?

                              ED
               He wanted you to know the legal limit for
               hexavalent chromium, is .05 parts per
               million.  And that at the rate you
               mentioned, .58, it could be responsible
               for the cancers in that family you asked
               about.  The Irvings.
         
                              ERIN
               Well, that was nice of him.  Isn't it
               funny how some people go out of their way
               to help people and others just fire 'em.

                              ED
               Look, I'm sorry.  You were gone.  I just
               assumed you were off having fun.

                              ERIN
               Now, why in the hell would you assume
               that?

                              ED
               I don't know.  Maybe 'cause you look like
               someone who has a lot of fun.

                              ERIN
               OH!  So by that standard I should assume
               you never get laid.
         
     Ed takes a beat, copping to the charge. He admits:
         
                              ED
               I'm married.
                            (Erin suppresses
                             a smile)
               So what's the story on this thing?  This
               cancer stuff?
         
                              ERIN
               You wanna know, you gotta hire me back.
               I got a lot of bills to pay.
         
     He glares at her.  Realizes he has no choice.
         
                              ED
               Fine.
         

     INT. ERIN'S HOUSE - LIVING ROOM - LATER
         
     Erin has let Ed in.  They're sitting.
         
                               ERIN
               ..so Donna had just put in these new
               cabinets - real nice, stained the wood
               and all - when she gets this call from
               somebody at PG&E saying that a freeway's
               gonna be built and they want to buy her
               house so they can make an off ramp for
               the plant...Meanwhile, the husband's sick
               with Hodgkins and she's in and out of the
               hospital with tumors - believing one
               thing has anything to do with the other.

                              ED
               Because PG&E told her about the chromium.

                              ERIN
               Get this - they held a seminar. They
               invited about two hundred residents from
               the area. They had it at the plant in
               this warehouse. They set up legal booths
               to tell them what their legal rights
               were. They had medical booths to tell
               them what their medical rights were....

     Ed is listening with more and more interest.

                              ERIN (CONT'D)
               ...Telling them all about Chromium 3 and
               how it was good for you, when all the
               time they were using Chromium 6.

                              ED
                            (impressed)
               You got all this from her?

                              ERIN
                            (beat. shrugs)
               She made coffee. Cupcakes. She's real
               nice.

     Beat.

                              ED
               That document you found at the Water
               Board, the one that says it was the bad
               chromium -- you didn't happen to make a
               copy did you?

                              ERIN
               'Course I did.

                              ED
               Lemme see it, will you?

     Before getting it for him, she looks at him.
         
                              ERIN
               I want a raise.  And benefits.  Including
               dental.
         
                              ED
               Look, Erin, this is not the way I do
               business.

                              ERIN
               What way is that?

                              ED
               Extortion.
         
     Erin doesn't budge.
         
                              ED
               Okay.  A five percent raise, and --
         
                              ERIN
               Ten.
                            (off his look)
               There's a lot other places I could work. I
               could even take everything I know to
               another law firm.
         
                              ED
               A ten percent raise and benefits.  But
               that's it.  I'm drawing the line.

     She goes to her box of stuff from the office and digs out the
     document for him. He scans it.
         
                              ED
               This is the only thing you found?

                              ERIN
               So far.  But that place is a pig sty.  I
               wouldn't be surprised if there's more.

                              ED
               I know how those places are run. They're
               a mess. What makes you think you can just
               walk in there and find what we need?

                              ERIN
               They're called boobs, Ed.

     Shaking his head, Ed rises to leave as he says;

                              ED
               I can't believe you just said that...


     EXT. 10 FREEWAY - DAY

     Erin's Hyundai zips along the freeway.

     Erin's driving.  Matthew's in the front seat.  Katie and Beth
     (in a car seat) are in the back;


     INT. HYUNDAI - DAY

     Improvisational...i.e. Matthew keeps trying to tell a joke he
     heard. Katie keeps trying to guess, like it's a riddle,
     frustrating Matthew and cracking up Erin...


     EXT. PG&E COMPRESSOR STATION - DAY

     The Hyundai is parked at the entrance to the station, by a
     row of dead trees.  Erin is standing beside a sign that says
     "Private Property.  No Trespassing," taking pictures of the
     massive structure in the distance.  Matthew, Katie, and Beth
     are drawing in the dirt with sticks.

                              ERIN
               Stay out of the road.  I'll be right
               back.

     She wanders up the drive, onto PG&E property, moving around
     the plant, taking pictures of it from every possible angle.

     As she wanders over a big, flat, dry field to the side of the
     plant, she glances over her shoulder to check on her kids and
     notices the trail she made in the dirt has a greenish hue.
     She looks at the dirt right her feet.  Kicks the ground.

     Below the surface, the dirt turns from brown to green.  Erin
     notes this, then looks back at her kids playing in the dirt.
     Worry comes over her face.  She heads back to them.


     EXT. HINKLEY MART - DAY

     The kids are waiting at the car.  Erin comes out of the store
     with a bottle of water and uses it to rinse off their hands.


     EXT. WATER BOARD - DAY

     The sound of a BABY CRYING.  The Hyundai's parked in front.

                              MATTHEW (O.S.)
               I'm hungry.


     INT. WATER BOARD - DAY

     Erin is at the Xerox machine, copying a file while she tries
     to calm Beth.  There's a stack of files on the nearby table.
     Matthew and Katie are flopping around on the floor.

                              ERIN
               We'll go eat in a minute.  Settle down.

     Ross is on the phone with someone - we don't know who - but
     the look on his face is one of anxiety. His eyes keep
     shifting between the call and Erin. He nods as if he
     understands and hangs up... He crosses to her.

                              ROSS
                            (real friendly)
               So, how we doin'?

                              ERIN
               We're doing great?

                              ROSS
                            (off the cuff)
               Good..Well, you've got quite a lot done
               already..so uhh...I'm sorry but uh...we
               ...we have to have those records back
               now. OK?

     Erin stops..looks at him..and quickly knows how to respond;

                               ERIN
               No.

                               ROSS
               What?

                               ERIN
               These papers are a matter of public
               record.  I'm not leaving til they're
               copied.

     Erin returns to copying. Ross is stymied.


     INT. MASRY & VITITOE - BRENDA'S DESK - DAY

     Ed comes in in the morning, and without pausing, hands Brenda
     a copy of the STACK OF DOCUMENTS, with a Post-It on the top.

                              ED
               Fax these to this number, okay?

                              BRENDA
               All of 'em?

                              ED
               All of them.

     He continues into his office and closes the door.


     CLOSE ON THE FAX MACHINE LED

     Brenda types in the number.  The recipient's ID comes up on
     the LED:  PG&E CLAIMS DEPT.


     INT. IRVING HOUSE - LIVING ROOM - DAY

     Donna has made lunch for Erin.  The remnants are on the coffee
     table. A copy of those DOCUMENTS are in Donna's hands.  She's
     on her couch with Erin, reading them.  Outside, Donna's two
     daughters are playing in the pool.  She reads the last page
     and looks up at Erin, bewildered.

                              DONNA
               An on-site monitoring well?  That means --

                              ERIN
               It was right up on the PG&E property over
               there.

                              DONNA
               And you say this stuff, this hexavalent
               chromium -- it's poisonous?

                              ERIN
               Yeah.

                              DONNA
               Well -- then it's gotta be different than
               what's in our water, 'cause ours is okay.
               The guys from PG&E told me.  They sat
               right in the kitchen and said it was
               fine.

                              ERIN
               I know.  But the toxicologist I been
               talking to?  He gave me a list of
               problems that can come from hexavalent
               chromium exposure.  And everything you
               all have is on that list.

     Donna resists this idea hard.

                              DONNA
               No.  Hunh-uh, see, that's not what the
               doctor said.  He said one's got
               absolutely nothing to do with the other.

                              ERIN
               Right, but -- didn't you say the doctor
               was paid by PG&E?

     Donna sits quietly, trying to make sense of this.  The only
     sound is the LAUGHING and SPLASHING from the pool out back.
     Then, gradually, Donna realizes what it is she's hearing --
     her kids playing in toxic water.  She jumps up...

                              DONNA
               ASHLEY!  SHANNA!

     ...and runs out to the pool.  Erin follows her.


     EXT. DONNA'S HOUSE - DAY

     From the door, Erin watches Donna run to the edge of the pool
     in a frantic response to this news.

                              DONNA
               OUT OF THE POOL!  BOTH OF YOU, OUT OF THE
               POOL, RIGHT NOW!

                              SHANNA
               How come?

                              DONNA
               'CAUSE I SAID SO, THAT'S WHY, NOW GET
               OUT!  OUT!  NOW!!!

     Erin watches compassionately as Donna flails to get her kids
     out of the contaminated water.


     INT. ED'S OFFICE - DAY

     Ed is attempting to tie his tie in a mirror, as Erin looks
     on. He's very excited as he fumbles the knot...

                              ED
               I'm telling you, the minute Brenda sent
               the fax -- I'm talking the second she
               pressed that send button -- PG&E claims
               department is on the phone to me,
               scheduling a meeting.

                              ERIN
               So you think we...let me do this, you're
               driving me nuts...

     She makes him face her as she ties his tie....

                              ED
               It's the material.

                              ERIN
                            (looks at label)
               Armani?
                            (Ed shrugs)
               You think we scared'em, don't you?

                              ED
               Well, they're taking the time to send
               someone. It sure as hell sounds like
               they're sitting up and taking notice. Now
               do me a favor, and let me handle this.
               Lawyers have a way of talking to each
               other.

                              ERIN
                            (humoring him)
               Oh, I know.

     Brenda pops her head in, ignores Erin - though clearly takes
     notice of her tying Ed's tie.

                              BRENDA
               David Baum from PG&E is at reception.
         
     Erin feels the chill Brenda's sending her way. Erin decides
     to tease her by speaking to Ed in a sultry voice:

                              ERIN
               Oh Mr. Masry, we better learn how to
               dress faster. People can come in so
               suddenly..(giggles)

     Brenda leaves without acknowledging Erin. Ed grimaces;

                              ED
               Is that..

              ED (CONT'D)                        ERIN
     ..necessary? Brenda's gonna     Oh come on. I'm teasing. Who
     open her mouth all over the     gives a shit...
     offi-


     INT. MASRY & VITITOE - BRENDA'S DESK - CONTINUOUS

     Jane is delivering paychecks, spots Brenda exiting Ed's office
     and whispers:

                              JANE
               What's she doing here?
         
                              BRENDA
               He hired her back.  With a raise.

                              JANE
               What??  Why?

                              BRENDA
               He's a man...She's a woman.

                              JANE
               What are we - office supplies?


     INT. MASRY & VITITOE - MAIN ROOM - DAY

     Ed and Erin come out and see DAVID BAUM waiting at reception.
     Forget law school, this kid looks like he's just out of
     twelfth grade.  Not a hair on his chin.  His suit and shoes
     look brand new.

     Ed stops suddenly, before being seen. Erin stops too.

                              ERIN
               What?

     Ed's expression upon seeing the "young" representative tells
     us he's none too happy.


     INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

     Ed and Erin are seated across the table from Baum.  To say
     this kid lacks authority is a gross understatement.  He
     doesn't talk; he squeaks.

                              BAUM
               ...in the interest of putting this whole
               thing to rest, PG&E is willing to offer
               the Irvings 250,000 dollars for their
               home.

     Ed laughs a little in disbelief.

                              ED
               250,000?

                              BAUM
               In terms of land value out in Hinkley,
               Mr. Masry, we feel it's more than fair
               price.

                              ED
               What about in terms of medical expenses?
               250,000 doesn't come close to what this
               family's gonna have to spend on doctors.

                              BAUM
               I understand they've had a bad run of
               luck, health-wise, and they have my
               sympathies.  But that's not PG&E's fault.

                              ED
               You're kidding, right?

     Baum doesn't answer.

                              ED (CONT'D)
               Look at these readings for Christ's sake.
               PG&E's own technicians documented toxic
               levels of hexavalent chromium in those
               test wells on numerous occasions.

     Ed shoves them across the table.  Baum doesn't look at them.

                              ED (CONT'D)
               Everything the Irvings have had is proven
               reaction to exposure to hexavalent
               chromium.  They've had...

     He stalls a moment.  Erin jumps in.

                              ERIN
               -- breast cysts, uterine cancer,
               Hodgkin's disease, immune deficiencies,
               asthma, chronic nosebleeds.

     Despite their persuasiveness, Baum parrots what is obviously
     the party line:

                              BAUM
               A million things could have caused those
               problems.  Poor diet, bad genes,
               irresponsible lifestyle.  Our offer is
               final and more than fair.

                              ED
               Wait a minute -- I thought we were
               negotiating here.

                              BAUM
               250,000 is all I'm authorized to offer.

     Ed looks across at this pissant little kid. Then stands.

                              ED
               I will present your offer to my clients.
               I doubt they'll accept it.

     As Ed starts out, Baum tries to take a stand;

                              BAUM
               Mr. Masry, before you go off on some
               crusade, you might want to remember who
               it is you're dealing with here.  PG&E is
               a twenty-eight-billion-dollar
               corporation.

                              ED
                            (smiles, acting
                             excited/greedy)
               Twenty-eight billion dollars! I didn't
               know it was THAT much! WOW!

     Baum suddenly realizes he's made a mistake admitting the
     company's wealth. Ed leaves the conference room.  Erin
     follows him out.


     INT. MASRY & VITITOE - MAIN ROOM - DAY

     Erin follows Ed as he stomps back to his office.

                              ERIN
               At least they made an offer.

                              ED
                            (undoing his
                             tie)
               That wasn't an offer.  A million would've
               been an offer.  When they send the god
               damn mail clerk down to jerk me off,
               waste my time, it's a fuck you.

     Ed throws the tie off.

                              ERIN
               I don't get why they'd do that.

                              ED
               Because they can.  You heard that kid --
               they have twenty-eight billion dollars at
               their disposal.  They can afford to waste
               all the time in the world!

                              ERIN
               And you can't?

                              ED
               What, you think I'm made of money?!

                              ERIN
               What are you yelling at me for?

                              ED
               Because I'm fucking pissed off!

                              ERIN
                            (yells back)
               Good!

                              ED
               FUCK YOU!

     Erin starts to smile. Ed cracks a smile then starts to laugh.

                              ED
               I really hate you sometimes, ya know
               that.

                              ERIN
               You love me.


     INT. MASRY & VITITOE - LADIES ROOM - NIGHT

     At the end of her day, Rosalind enters to fix herself up
     before going home. She walks in on:

     Erin, splashing cold water on her face..and dabbing her eyes
     with cool, wet paper towels...They do not speak as Rosalind
     steps beside her to face the mirrors above the sink. After a
     beat or two, Erin exits.

     Alone, Rosalind has her lipstick and is about to apply when
     she looks at herself in the mirror...She tries lowering her
     neckline...then, loosening up her hair...as if secretly
     showing herself what an Erin-makeover would do for her.


     INT. MASRY & VITITOE - OUTSIDE ED'S OFFICE - NIGHT

     End of the day.  Most everyone has left.  Erin is at her new
     work space near Ed's office.  She's poring over a fat file of
     documents.  Rosalind wanders by with her coat on.

                              ROSALIND
               You've been reading for hours.

                              ERIN
               I'm a slow reader.

     Whatever she thinks of her, Rosalind can't help but see
     Erin's hard at work. She turns on Erin's desk lamp and heads
     out - it's the first helpful hand Erin has received from
     one of the women.

     Erin turns back to her work when her attention is then drawn
     to the big glass office doors; on the other side, Rosalind is
     talking to a lost-looking COUPLE IN THEIR MID-30's.  These
     are MANDY and TOM BROWN.  He's in a security guard uniform,
     with an envelope under his arm.  Rosalind points to Erin.
     The Browns enter the office and approach her.

                              MANDY
               Excuse me, are you Erin Brockovich?

                              ERIN
               Yeah.  Who are you?

                              TOM
               I'm Tom Brown.  This is my wife Mandy.
               We used to live across the street from
               the Irvings.  PG&E bought our house last
               year.


     INT. ERIN'S DESK - LATER
         
     CLOSE ON PHOTOS OF CHICKENS, each with a twisted, limp neck.

                              TOM
               It's called wry neck.  It's when they're
               born without any muscles in the neck.

     WIDEN to see Erin looking at them with Tom and Mandy.

                              ERIN
               Wow.  How many were born like this?

                              TOM
               Twelve, maybe thirteen.

                              MANDY
               When Donna told us about you, and what
               you told her about the chromium, we
               figured that might have something to do
               with this, too.

                              ERIN
               It sure could, yeah.  Thanks a lot.

     She tucks them into a file, as if that's it.

                              MANDY
               There's something else, too.

                              ERIN
               What?

                              TOM
               Well.  Mandy here's had nine
               miscarriages.

                              ERIN
               Are you kidding?  My God --

                              MANDY
               I know.  It's an awful lot.

                              ERIN
               I'm surprised Donna didn't say anything.

                              TOM
               She doesn't know.  No one does.  It's not
               something you want to talk about, you
               know?

                              MANDY
               I figured it musta been something I did,
               like when I smoked marijuana, maybe.  Or
               took birth control pills.  But then Donna
               told me you thought this chromium might
               be to blame for her problems, so I
               figured...


     INT. ERIN'S HOUSE - NIGHT

     Erin enters, exhausted. She collapses on a chair.

     George is on his hands and knees, apparently searching for a
     lost toy. Erin talks to him with her eyes closed.

                              ERIN
               I got to take a bath.

                              GEORGE
               You should go in.

                              ERIN
               They're not asleep?

                              GEORGE
               Katie and Beth are.

     They exchange a look. Erin knows Matt's upset.


     INT. ERIN'S HOUSE - MATT AND KATIE'S ROOM - NIGHT

     Matt and Katie are in bed, with the light off.  Erin comes
     in, quietly, in clothes from work.

                              ERIN
               Hey.

     CLOSE ON MATT. He's awake and pissed. She sits on his bed.
     She knows he's mad at her - she speaks softly, caringly;

                              ERIN
               How was school?

                              MATTHEW
               Fine.

                              ERIN
               Did you do your homework?

                              MATTHEW
               Yeah.

                              ERIN
               Any problems?

     He doesn't answer.  She comes in and sits on the bed.

                              ERIN (CONT'D)
               Look, I know you're upset.  But the way
               this job is, things come up at the last
               minute, real important things, and I
               gotta deal with-

     Matt turns around in his bed and pulls up the covers, cutting
     her off-

                              MATTHEW
               Fine.

                              ERIN
               Please don't be mad at me. I'm..I'm doing
               this for us...I know it's hard for you to
               understand but..I mean, don't you want
               mommy to be good at her job?
                            (no answer)
               And it's not like I miss dinner all the
               time. We all ate together last night.

                              MATTHEW
                            (from under the
                             covers)
               You were reading the whole time.

     He's got a point there.  Erin feels like shit.

                              ERIN
               O.K...O.K. I'm sorry.  I'll try a whole
               lot harder to be around, okay?  I
               promise.

     She lays her hand on his body. Without turning towards her,
     his little hand rises out from the covers and touches hers.


     EXT. ROUTE 10, INLAND EMPIRE - DAY

     Ed's big old Mercedes is toodling down the freeway at a rate
     well below the speed limit.


     INT. ED'S MERCEDES - DAY

     Frank Sinatra on the stereo, the "Songs for Swingin' Lovers"
     album. Ed looks over at Erin and smiles. Erin just stares at
     him, then looks over at the speedometer. 50 mph.  Ugh.

     Ed's car phone rings. He picks it up.

                              ED
               Ed Masry.
                            (his voice
                             softens)
               Hi, baby. Yes, I did. I did, really.

     He laughs, and the car starts drifting across the lane markers.
     THWACK THWACK THWACK. Ed doesn't notice. Erin's getting nervous.

                              ED (CONT'D)
               Of course I do. Of course I do. Okay.

     He makes a kissing noise into the phone. He's practically
     driving off the road.

                              ED (CONT'D)
               Bye-bye...bye-bye...no, you. Okay,
               together: Bye-bye.

     He hangs up, smiling to himself. Erin clears her throat.

                              ERIN
               Um, you mind pulling over? Just for a
               second?


     EXT. FREEWAY - DAY

     The Mercedes pulls to a stop on the shoulder. Erin gets out,
     walks around to the driver's side, and opens the door.

                              ERIN
               First of all, don't talk baby talk to
               your wife in front of me. It really

               undermines your authority. Second, I know
               you're my boss and all, but you are the
               worst fucking driver I've ever seen. Move
               over or I quit.

     He moves over. She gets in, turns off the Sinatra, and they
     pull back out onto the freeway in silence.


     EXT. IRVING'S HOUSE - NIGHT

     The Mercedes and a truck are parked out front.

                              PETE (O.S.)
               There's something about this whole thing
               I don't quite understand, Mr. Masry.


     INT. DONNA IRVING'S HOUSE - LIVING ROOM - NIGHT

     Donna and Pete Irving, and Mandy and Roy Brown are all
     seated, sipping iced tea.  While they talk, Erin hands them
     all information packets on chromium.  Ed is standing in front
     of them, a little stiff.

                              PETE
               If PG&E messed with our water, why would
               they bother saying anything about it to
               us?  Why not just keep quiet about it?

                              ED
               To establish a statute of limitations.
               See, in a case like this, you only have a
               year from the time you first learn about
               the problem to file suit.  So PG&E
               figures, we'll let the cat out of the bag
               -- tell the people the water's not
               perfect; if we can ride out the year with
               no one suing, we'll be in the clear
               forever.

                              PETE
               But they're not like that. I mean,
               remember Donna, they sent us bottled
               water. We didn't ask for it. They just did
               it.

                              ED
               But then they stopped.

     Ed looks to Donna. She nods.

                              ED (CONT'D)
               As soon as the statute of limitations
               ended, they stopped.

                              DONNA
               But it was more than a year ago that they
               told us --

                              ED
               It's okay.  We're not suing.

                              ERIN
               Not yet.

                              ED
                            (annoyed at that
                             remark)
               All we're doing is using this information
               to get you a real nice purchase price on
               your house, and get you two --
                            (to the Browns)
               -- a comparable retroactive bonus added
               to your sale price.  This way, and PG&E can
               still look good to their shareholders,
               'cause they're not involved in an ugly
               lawsuit; all they're doing is buying a
               little property.

     Roy looks up from his retainer agreement.

                              ROY
               It doesn't say here how much this whole
               thing's gonna cost us.

                              ED
               My fee's forty percent of whatever you
               get awarded.

     Erin watches them look around at each other, stunned by the
     figure.

                              ERIN
               Boy, do I know how you feel.  First time
               I heard that number, I said you got to be
               kidding me.  Forty goddamn percent?

                              ED
               Erin --

                              ERIN
               I'm the one who's injured, and this joker
               who sits at a desk all day is gonna walk
               away with almost half my reward?

                              ED
               Erin --

     Erin's enjoying Ed's discomfort almost too much to stop.  But
     just almost.  She shifts gears.

                              ERIN
               Then I asked him how much he makes if I
               didn't get anything.

     They look at Ed.  Well?

                              ED
               Then I don't get anything either.

                              ERIN
               And I realized, he's taking a chance too.

     When they hear this, and realize he's in it with them, they
     all reach for their pens and sign.   They hand the agreements
     over to Erin, who takes them across the room to Ed.  He
     stuffs them in his briefcase and closes it up.  That's that.

                              ED
               All right, then.

                              DONNA
               I made a bundt cake. I'll put on some
               coffee. Who wants coffee and cake?

                              ED
               Thank you, but we have to be getting
               back.

     Boy.  Cold as ice.  Erin stares at him, stunned by his
     brusque manner, then leans into him, close.

                              ERIN
                            (whispering)
               Have a fucking cup of coffee, Ed.

     She gives him a stern look, then turns toward the women.
         
                              ERIN (CONT'D)
               Donna, let me help you clean all this up.

     She picks up a tray of iced tea and cookies and heads to the
     kitchen.  Donna and Mandy follow, leaving Ed alone with Pete
     and Roy.  He stands there, awkwardly.


     INT. DONNA'S KITCHEN - DAY

     Erin and Donna are putting away the cleaned glasses.  Mandy
     is scanning the chromium pamphlet Erin gave her.

                              MANDY
               You know that thing it says in here about
               rashes?

                              ERIN
               Uh-huh?

                              MANDY
               Well, this old neighbor of mine, Bob
               Linwood -- he ran the dairy on Community
               -- seemed like someone in his family
               always had a rash somewhere or other.  I
               just figured it was something in the
               genes.  And you know how it is -- you
               don't like to ask about things like
               that...

     Erin listens, interested.


     EXT. LINWOOD DAIRY - BARN - DAY

     Another day.  BOB LINWOOD, 40's and gruff, is in the barn,
     tossing hay around.

                              ERIN (O.S.)
               Excuse me.  Are you Mr. Linwood?

     He sees Erin picking her way toward him in her high-heels.

                              LINWOOD
               Yeah?

                              ERIN
               I'm Erin Brockovich.  I work at the law
               firm that represents your former
               neighbors the Browns.  They suggested I
               give you a call.

     She steps in a cow patty.  Laughs at herself good-naturedly.

                              ERIN
               Boy howdy, did I ever wear the wrong
               shoes.


     EXT. THE DESOTOS' HOUSE - DAY

     CLOSE ON A SIGN that reads:  THE DESOTOS, hanging on the side
     of a small, paint-chipped house.  Erin is at the door talking
     to MARY DESOTO, 65, who's wearing a big cross at her breast.

                              ERIN
               ...and Mr. Linwood seemed to think that
               your husband had been sick as well.

                              MARY
               Yes, Mr. DeSoto has lung cancer.  Never
               smoked a day in his life, neither.


     INT. LAURA AND MIKE AMBROSINO'S HOUSE - NIGHT

     Erin is talking to MIKE and LAURA AMBROSINO -- 30's.  Solid,
     family folks.  But Laura's left brow and cheekbone look
     swollen and misshapen, and she's trying to hide the fact that
     she's in a lot of pain.

                              ERIN
               Mrs. DeSoto said she wasn't sure exactly
               what it was that you had --

                              MIKE AMBROSINO
               She's not alone on that one.

                              LAURA
               Well, they know what it is -- it's called
               fibrous dysplasia --

                              MIKE
               The bones start growing again.  Gives her
               headaches like you wouldn't believe.

                              LAURA
               -- they just don't know what caused it.


     EXT. PAMELA DUNCAN'S HOUSE - DAY

     Erin stands at the front door and rings the bell. After a
     moment;

     PAMELA DUNCAN opens the door, a cup of coffee in her hand. By
     her distant, cautious attitude, we immediately sense a
     difference between her and the other Hinkley residents.

                              ERIN
               Hi. My name is Erin Brocko-

                              PAMELA
               I know who you are. Donna called me.

                              ERIN
               Oh... May I come in?

                              PAMELA
               I told Donna we're not interested in
               getting involved.

     Beat.

                              ERIN
               Can I ask you why?

                              PAMELA
               What's the point?

                              ERIN
               Donna told me you've been sick. Your kids
               were sick...

     Pamela gets angry at the mention of her kids.

                              PAMELA
               You people don't give a shit, do you?
               Anything to get what you want!

     Slams the door in her face.


     INT. RITA AND TED DANIELS' HOUSE - DAY

     Erin is talking to TED AND RITA DANIELS.  Their daughter
     ANNABELLE, 10, is sitting on the couch, wrapped in a blanket.

                              ERIN
               ...then Mike Ambrosino remembered seeing
               you folks at the hospital from time to
               time too, so I thought I'd just stop by.
                            (to Annabelle)
               You must be Annabelle.

                              ANNABELLE
               Uh-huh.

                              ERIN
               Whew, are you ever a beauty.  I mean, you
               must drive those boys crazy.

     Annabelle smiles a little.


     INT. ERIN'S HOUSE - ERIN'S BEDROOM - NIGHT

     Late night.  George rolls over -- Erin's side of the bed is
     empty.  He checks the clock, then gets up and heads into:


     INT. ERIN'S APARTMENT - HALLWAY - NIGHT

     He peers around and spots her, sitting in the little kid's
     chair in Matthew and Katie's room.


     INT. ERIN'S APARTMENT - MATTHEW AND KATIE'S ROOM - NIGHT

     Erin is holding Beth, watching Matt and Katie sleep. The
     experience of seeing Annabelle has left her shaky - as if she
     was afraid to take her eyes off them for fear something might
     happen....She hears the floor creak as George steps into the
     doorway.

                              GEORGE
               What are you doing, hon?

     Erin looks at him - on the edge of tears.

                              ERIN
               I just wanted to make sure they were all
               right.

     Sympathetic, George kneels beside her.

                              GEORGE
               They're fine....Come back to bed.

                              ERIN
               I don't know what I think I'm going to do
               for these people. No matter what I do, it
               won't be enough.

                              GEORGE
               You're doing everything you can. But if
               it's gonna eat you up like this, maybe
               you better stop.

     Erin looks up at him and George knows immediately he has said
     the wrong thing. Erin rises and passes by him, to put Beth to
     bed. George is tired...and doesn't know how to help her.


     EXT. VALLEY SIDEWALK - DAY

     Ed and Erin are walking down the street, take-out coffee cups
     in their hands.  Ed is sipping his, but Erin is in too much
     of a lather to drink hers.

                              ED
               Hunh-uh.  Absolutely not.

                              ERIN
               That's crazy -- why not?

                              ED
               Because I said no.  Look -- the only
               reason PG&E's even talking to us is
               'cause this is a quiet little real estate
               dispute.  We add plaintiffs, and suddenly
               we're in the middle of a toxic tort --
               with a statute problem -- against a
               massive utility.  No, thank you.

     They go into their office building.


     INT. ELEVATOR - DAY

     Erin and Ed are riding up.

                              ERIN
               Okay, so here's what I'll do. I'll go on
               up to Ted and Rita Daniels -- two of the
               nicest people you'd ever hope to meet,
               who spend every single day watching their
               little girl fight like a dog against this
               cancer -- I'll tell them we can't help
               them cause you don't feel like working
               that hard.

                              ED
                            (turns on her)
               Working hard!!? Why you little...Let me
               tell you something - I've worked all my
               life. I built a firm and kept it alive
               through lawsuits, injunctions, and
               evictions. I have survived a quadruple
               bypass, cancer, being born with one
               kidney and having diabetes...

     Erin's genuinely impressed as Erin continues;

                              ED (CONT'D)
               ...I have personally managed to save a
               few million dollars over more than thirty
               years of getting some clients ten times
               that. Don't tell me I haven't worked hard
               enough! Don't tell me I don't have the
               right to stop..to take a fucking breath
               and enjoy my life.

     Erin is smart enough to know when to listen. So she does. And
     she waits...

                              ED
               -- And what the hell do you know about
               any of this anyway!? Something like this,
               Erin -- it could take forever.  They're a
               huge corporation.  They could bury us in
               paperwork for the next fifteen years.
               I'm just one guy with a private firm.

     She makes her move-

                              ERIN
               -- who happens to know they poisoned
               people and lied about it.

     The doors open.  Ed gets off.  Erin follows.


     INT. MASRY LAW OFFICE BUILDING - HALLWAY - DAY

     Erin's dodging Ed down the hall, to the office.

                              ERIN
               And this shit is bad news. Look, my
               dad could build one of these plants
               blindfolded. I talked him through the
               files. I said how much Chrom 6 in the
               groundwater are we talking about over the
               years and he said, "Oh, by now, probably
               about three football fields long...four
               miles deep! Think about it...

                              ED
                            (overlap)
               Erin-

                              ERIN
                            (overlap)
               ..And not only does this shit attack
               every organ of the body, it fucks with
               your DNA, too. I mean these people's
               genes, and the genes of their kids, and
               the genes of their grandkids --

                              ED
               I know how DNA works, Erin --

     He gets to the Masry & Vititoe doors.  Opens them.


     INT. MASRY & VITITOE - DAY

     Erin tails Ed back to his office.

                              ERIN
               We can get these people.  With a little
               effort, I really think we can nail their
               asses to the wall.

                              ED
               Oh, you do?  With all your legal
               expertise, you believe that?

                              ERIN
               Don't you ever just know?

     Erin speaks with such calm sincerity, it stops Ed for a
     moment. She thinks she's getting to him.

                              ED
               Do you also "just know" where the money's
               going to come from? I've already spent
               most of my own savings this case.

                              ERIN
               We'll figure it out. Look, I admit I
               don't know shit about shit.  But I know
               the difference --

     He moves away and shuts his office door on her.

                              ERIN (CONT'D)
               -- BETWEEN RIGHT AND WRONG!


     INT. ED'S OFFICE - DAY

     Ed goes over to his desk, sits down.  He sees a stack of
     messages there, starts flipping through them.  Then he stops.

                              ED
               Damn it.

     He shoves the messages aside and puts his head in his hands.
     He sits like that for a moment.


     INT. MASRY & VITITOE - DAY

     Erin remains outside of Ed's office door, as Brenda passes by
     without stopping or saying hello:

                              ERIN
               Looking good Brenda. Have another bag of
               Doritos!

     Ed opens the door, surprised to find her still there.

                              ED
               How many families we talking about here?

                              ERIN
               Four more.  Eleven people.  So far.

                              ED
               You think there's more?

                              ERIN
               Well -- I found one document at the water
               board that had a toxic test well reading
               from 1967.  A hell of a lot of people
               have lived on that land since then.

     Ed pauses, groans again, realizing what decision he's making.

                              ED
               This is a whole different ball game,
               Erin.  A much bigger deal.

                              ERIN
               Kinda like David and what's-his-name?

                              ED
               Kinda like David and what's-his-name's
               whole fucking family.
                            (heavy sigh)
               Okay, here's the deal -- if, and only if,
               you find me th