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 judgmentally.  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 bunt 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 the evidence to back all this
               up -- I'll do it.  I'll take it on.

     She smiles victoriously.

                              ERIN
               You're doing the right thing, Mr. Masry.

                              ED
               Yeah, yeah.  Remind me of that when I'm
               filing for bankruptcy.

                              ERIN
               'Course, gathering evidence -- now,
               that's a big job.  A hell of a lot bigger
               than just filing.  I'm gonna be working a
               lot harder now, taking on a lot more
               responsibility ...

     He gives her a look.  Knows what's coming.

                              ED
                            (overlaps, to
                             himself)
               I don't fucking believe this-

                              ERIN
                            (overlapping)
               Another raise wouldn't hurt.  And with
               all the time I'm gonna be spending on the
               road, I'll probably be needing my own
               cell phone, won't I?

     Ed closes the door on her. Erin smiles. As she crosses back
     to her desk.

     INT. TOYS 'R' US - DAY

     Erin enters Toys 'R' Us with George, Matthew, Katie and Beth.

                              ERIN
               You each can pick out four things.  But
               nothing huge.  Look at the price.
               Nothing crazy.

     Matthew and Katie fan out into the store.

                              GEORGE
               You can buy 'em all the toys you want,
               but come Monday, when you split again,
               they're still gonna be pissed.

     Erin looks over at him, weary.

                              ERIN
               George, I am just trying to do something
               nice for my kids on my one day off.
               Could you please not give me a hard time
               about it?

                              GEORGE
               One toy per kid is doing something nice.
               Four is... something else.

                              ERIN
               Well, hell, I guess that's it, then, huh?
               They're scarred for life.  They're gonna
               start holding up 7-Elevens any day now.

                              GEORGE
               I'm just saying --

                              ERIN
                            (with intensity)
               I know what you're saying, and I don't
               wanna hear it.  I am doing the best I
               can.

     And she walks away from him.

     EXT. HINKLEY - ROADSIDE DITCH - DAY

     Erin is straddling a ditch, scooping clumps of gunky moss
     from the ditch into plastic containers.

     As Erin labels the containers, she slides down the side of
     the ditch, and she lands smack in it, knee-deep in gunk.

     EXT. HINKLEY - COMMUNITY BOULEVARD - NIGHT

     Erin, now completely dirty, is climbing over a fence marked
     "No Trespassing".  Her arms are full of more containers.

     She adds them to a growing collection of containers in the
     trunk of her car.

     EXT. HINKLEY - THE POOL BEHIND AN ABANDONED HOUSE - DAY

     Another day.  This time it's RAINING.  Erin minces her way
     down to the deep end of the pool.

     She gets to the deep end and scoops up a Ziploc full of
     rancid pool water and seals it.

     Erin spots a few dead frogs in the water.  She picks one up
     by the leg, and seals it in a plastic bag as well.

     EXT. WELL - DAY

     With a sample cup held in her teeth, Erin hauls herself up
     over the well's concrete wall, then, with her back against
     one side of the well and her feet against the other, starts
     shimmying down the well.

     INSIDE THE WELL

     She winces at the algae and gook that's clinging to her as
     she descends to the water level.  When she's low enough, she
     takes the sample cup from her teeth and scoops up the water.

     EXT. WELL - DAY

     Erin raises herself up to see:

     TWO GUARDS heading straight for her.

     She scampers to her feet and runs. The Guards pursue - chasing
     her off the property....

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

     Erin's at her desk, bending over her notebook in a miniskirt,
     adding reports to the TOXICOLOGY binder.

     ON THE REPORTS:  We catch a few words: "water sample A...",
     "soil sample D...", "frog sample A...", "...traces of
     hexavalent..."

     Brenda looks at Erin and sees her hem rising in the back.

                              BRENDA
               For God's sake, Erin, I can see your
               panties.

     Erin turns to Brenda, relishing the chance to irritate her.

                              ERIN
               Liar.  I'm not wearing any.

     Ed, in his office, laughs.  He's starting to like this gal.

     INT. ERIN'S HOUSE - NIGHT

     It's a hot night.  George is playing on the floor with the
     kids.  Erin is behind them on the couch, laboriously reading
     a book labeled, simply, CHROMIUM.  The phone RINGS.  Erin
     picks it up.

                              ERIN
               Hello?

                              MALE VOICE (O.S.)
               Is this the Erin Pattee Brockovich that's
               been snooping around the water board?

     His voice is flat, creepy.  Not friendly.

                              ERIN
               Yes.  Who's this?

                              MALE VOICE
               You should watch your step. A young lady
               like yourself with three young children.

                              ERIN
                            (overlapping)
               Who is this?

                              MALE VOICE
               Do you understand what I'm saying?

     CLICK.  Erin stares at the phone, freaked.

     INT. ERIN'S HOUSE - FRONT DOOR - NIGHT

     George watches Erin double-checking the locks on the door.

                              ERIN
               I'm not gonna quit 'cause of one creepy
               phone call, George.

                              GEORGE
               Come on, Erin.  A job's supposed to pay
               your bills, not put you in danger.

                              ERIN
               I'm not in danger.  I mean, the phones
               might be tapped -

                              GEORGE
                            (overlaps)
               What?

                              ERIN
                            (overlaps)
               ...but that's usual. And we have a dead
               bolt. It's not a big deal.

     She goes to the living room, double-checks the window locks
     in there.  George follows.

                              GEORGE
               Look, don't you think you might be out of
               your league here?

                              ERIN
               No, see -- that's exactly what those
               arrogant PG&E fucks want me to think --
               But you know what?  They're wrong.

     She heads into the bedrooms.

                              GEORGE
               It doesn't have to be this complicated,
               Erin.  There's a lot of jobs out there.

                              ERIN
                            (off-hand)
               How would you know?

     George reacts, a little stung.  He follows her into:

     INT. MATT AND KATIE'S BEDROOM - NIGHT

     Matt and Katie are asleep.  Erin is checking their windows.
     George comes in.  They whisper.

                              GEORGE
               You mind telling me what that's supposed
               to mean?

                              ERIN
               Nothing. I'm sorry.

                              GEORGE
               If you got a problem with me taking care
               of your kids instead of getting some job,
               just say so.

                              ERIN
               I didn't say that.

                              GEORGE
               'Cause I can get a job.  I will.  And you
               can start leaving the kids with the
               chicken fat lady again.  Would that make
               you happy?

                              ERIN
               Keep your voice down. I said I'm sorry.

                              GEORGE
               I know what they can sleep through, Erin.
               I probably know it better than you.

     She gives him a glare, then leaves the room.

     INT. WATER BOARD - DAY

     Erin is reaching up to a high shelf for a dusty old box of
     files.  Out of the corner of her eye, she sees Ross passing.

                              ERIN
               Hey, Ross.  Tell me something.  Does PG&E
               pay you to cover their ass, or do you
               just do it out of the kindness of your
               heart?

                              ROSS
               I don't know what you're talking about.

                              ERIN
               The fuck you don't.  No one calls me
               Pattee.  That heavy-breathing sicko that
               called the other night could've only
               found out about me from you.
                            (beat)
               People are dying, Ross.  You've got
               document after document here, right under
               your nose, that says why, and you haven't
               said word one about it.  I wanna know how
               the hell you sleep at night.

     Ross is speechless.  He just stands there.  Erin drags the
     box to the floor and goes to work.

     INT. ERIN'S HYUNDAI - NIGHT

     A pile of documents is strapped into the passenger seat.  An
     empty coffee cup rolls around the floor.  Erin's driving,
     exhausted.  She yawns as she dials her phone.

                              GEORGE (O.S.)
               Hello?

     INTERCUT between Erin in her car, and George in bed.

                              ERIN
               I'm so tired I'm about to drive off the
               road.  Keep me awake, willya?

                              GEORGE
               What do you want, a joke?

                              ERIN
               No... Just tell me about your day.  What
               went on back there?

                              GEORGE
               Well, come to think of it, we did have a
               big event around here.  Beth started
               talking.

                              ERIN
               What?
                            (beat)
               Beth?  My Beth?

                              GEORGE
               Yeah.  We were sitting around at lunch
               and she pointed at a ball and said,
               "ball."

     Erin says nothing, just stares out at the empty highway,
     feeling all hollowed-out.

                              GEORGE (CONT'D)
               I'd never seen that before -- someone's
               first word.  Pretty intense.

     Erin just nods.  Keeps staring straight ahead as a tear rolls
     down her cheek.

     INT. MASRY & VITITOE - ERIN AND BRENDA'S AREA - DAY

     CLOSE ON SOME FILES as Erin hands them to Ed.  As he takes
     them from her, he notices a crematory urn on Erin's desk.

                              ED
               Is that what I think it is?

                              ERIN
               She lived on the plume.  You never
               know.

     Ed laughs and hands the documents to Brenda without looking
     at her.  She grumpily takes them over to the fax machine.

     CLOSE ON THE FAX LED as Brenda types in the number.  The
     recipient's name comes up again:  PG&E CLAIMS DEPT.

     EXT. HINKLEY BARBECUE - DAY

     Open pits, pony rides, watermelon.  George is watching Katie
     and Matt being led around on ponies, an activity that stopped
     being fun hours ago.  Now they're just hot and tired.

     BY THE BARBECUE, Ed is talking to an OLDER COUPLE as they
     sign retainer agreements.

     ELSEWHERE, Erin, holding Beth, is looking at pictures of a
     swimming pool with FIVE OTHER WOMEN.  The water is green.

                              ERIN
               This was the community pool?

                              WOMAN 1
               Yeah, that PG&E built.  The whole time,
               we thought it was algae that made it so
               green.

     LATER...

     Erin's trunk is open.  She and Ed are clipping new clusters
     of retainer agreements into the "PLAINTIFFS" binder.

     Erin looks over to see Pamela Duncan and her husband,
     standing by their car, separated from the rest...not getting
     involved. Erin watches them get in their car and leave.

     LATER STILL...

     Erin and Ed are passing out informational pamphlets.

     A MAN (we later come to know as CHARLES EMBRY) takes a
     pamphlet and flirtatiously says;

                              CHARLES
               This got your phone number on it?

     Erin blows him off with a laugh, barely registering his face.
     She sticks one in another hand before noticing that it's
     George's.

                              GEORGE
               I'm bored, and so are the kids.

                              ERIN
               Just a few more minutes, then we can go.
                            (as he heads
                             off)
               Take her, will you?

     George drops the pamphlet and takes Beth from Erin.  He heads
     over to Matt and Katie, sitting glumly on a log.

     LATER STILL...

     Erin is heading over to George and the kids, ready to leave,
     when Donna comes up to her, with A MIDDLE-AGED MAN in tow.

                              DONNA
               Erin, this here's Frank Melendez.  He
               works over at the compressor station --

     Erin stops in her tracks, very interested. But she can see,
     out of the corner of her eye, that George and the kids are
     getting impatient with her. She excuses herself for a moment
     and runs over to them.

                              ERIN
               Look, take the kids home and I'll catch a
               ride with Ed.

                              MATTHEW
               No ma!

                              ERIN
               No, no, no.. mommy has to stay. Be good.

     She gives each child a quick peck on the cheek, including
     George. She runs back to Donna and the Middle Aged Man.
     George is fuming. The kids are clearly disappointed.

                              GEORGE
               Come on kids.. let's go get some ice-
               cream.

     In the stroller, Beth starts to whine.  George reaches in his
     pocket, finds her pacifier.  As he's leaning down to give it
     to her, he hears a RUMBLE coming down the street beyond the
     barbecue area.  The roar grows.  He stands, looks.

     A GROUP OF ABOUT TEN BIKERS ride by like thunder. He looks at
     them, then at the stroller.  George suddenly feels
     ridiculous...and then guilty for feeling that way about the
     kids..

     Especially when Matthew reaches for his hand, squeezes it and
     says, as if worried George will leave too:

                              MATTHEW
               Come on, George.

     The bikers REV LOUDLY as they ride by...then, fade away.
     George just stands there and watches them go.

     LATER STILL...

     Erin and Frank are on a bench, talking.  Out of the corner of
     her eye, she sees her car drive off.  George's hand sticks
     out the driver's side and flips her the bird.  She watches
     him disappear, then, hiding her rage, turns back to Frank.

                              ERIN
                I'm sorry.  What were you saying?

     INT. ED'S CAR - DAY

     Ed is driving.  He glances over at Erin, fuming in the
     passenger seat.  After a beat:

                              ED
               You wanna talk about --
         
                              ERIN
               No.

     Another beat.  Then Erin's cell phone rings.  She digs into
     her bag, pulling it out as fast as she can.  Answers.

                              ERIN
               Yeah?

     There's a pause.  Then Mike Ambrosino's voice comes over the
     line, very strained:

                              MIKE AMBROSINO (O.S.)
               Um, Erin?  This is Mike.  Ambrosino.

     EXT. AMBROSINOS' HOUSE - FOYER - DAY

     The curtains are drawn; everything is dark.  Ed and Erin are
     at the door, talking to Mike, who looks drawn and tired.
         
                              MIKE
               She was about to take a handful of these --

     He shows them a bottle of prescription pills.

                              MIKE
               It's a morphine thing -- for pain --

     Erin nods, then leaves Ed with Mike and heads toward:

     INT. AMBROSINOS' HOUSE - BEDROOM - DAY

     Erin opens the door.  Very dark, very quiet.  Laura is lying
     in bed.  Erin goes over to her.  They speak in whispers.

                              LAURA
               I'm embarrassed.

                              ERIN
               That's okay.  I understand.

                              LAURA
               It's just -- the pain.  It's only getting
               worse.  I can't be a good wife.  I can't
               be a good mother.

                              ERIN
               I'm real sorry, Laura.

     Erin sits down on the chair next to the bed.  Takes a beat.

                              LAURA
               Know what I always thought I wanted outta
               life, Erin?  A Jaguar.

                              ERIN
               Jaguar's a darn pretty car.

                              LAURA
               I thought if I could spend that kinda
               money on a car, it'd mean everything else
               was fine.
                            (beat)
               I don't even know how much they cost.

                              ERIN
               A lot.  But you hang in there, maybe
               you'll get one.

     Laura shakes her head.

                              LAURA
               Wouldn't mean the same thing.

     Erin watches her sadly.

     INT. ED'S CAR - NIGHT

     Ed is driving. Erin is asleep in the front seat. Ed casually
     glances over to her and notices her nose is bleeding.

                              ED
               Erin...Erin!

     She wakes up.

                              ED (CONT'D)
               You have a nosebleed.

     Erin checks the mirror. Not making the connection, she reacts
     very casually.

                              ERIN
               Shit. You have a tissue.

     He motions to the glove compartment. She gets one.

     INT. PG&E COMPRESSOR STATION - DAY

     A LOUD, industrial plant.  Erin and Frank Melendez walk
     through, him in coveralls, her in a teensy sun dress.  Both
     in hard-hats.  He's giving her a tour.

     INT. MASRY & VITITOE - NIGHT

     His office is all about Hinkley.  A map of the plume area and
     a diagram of the plant cover one wall; photos of the plant
     cover the credenza; piles of documents litter every surface.

     Erin is up at the map, eating Chinese food.

                              ERIN
               They used the hex chrom here, in these
               cooling tanks, as an anti-corrosive.
               Then they dumped the excess water here,
               in these six ponds.

                              ED
               I don't remember seeing any ponds up
               there.

     She bites into a forkful of food, keeps talking.

                              ERIN
               They covered 'em over.  And not too
               carefully either, 'cause you dig one inch
               under the surface, and the dirt is green
               as a fucking shamrock.

                              ED
               And that's what caused the contamination?

                              ERIN
               It didn't help, but no.  The real
               problem's on the bottom.

     She reaches for a document, reads from it.

                              ERIN
               See, according to this, they were
               supposed to line the ponds so this shit
               couldn't seep into the ground.  But guess
               what --

                              ED
               They skipped that step.

                              ERIN
               So for fourteen years, this stuff flowed
               into the groundwater.

                              ED
               Jesus...And this guy just offered all
               this information?

                              ERIN
               Frank cares what was in those ponds
               'cause he used to spend half his day
               wading around them.  That was his job.

                              ED
               No shit.
                            (then)
               You've done great work, Erin.

     Erin is taken by surprise by the compliment.

                              ED (CONT'D)
               Great work. I don't think three
               researchers could have done what you've
               done.

     Erin is at a loss. She responds with a joke.

                              ERIN
               Well.. stick with me...I'll have you
               swimming in Armani.

     Ed smiles but not enough. Erin notices.

                              ERIN (CONT'D)
               What's the matter?

     Ed looks at her with an uncharacteristic vulnerability.

                              ED
               I don't know if we can pull this off.

     Erin knows how difficult that was for him to say...and she's
     touched he felt he could say it to her.

                              ED (CONT'D)
               This is a monster case.  I have devoted
               all our time and manpower to it and money
               going's out and nothing's coming in. I'm
               going to have take a second mortgage on
               the house.

                              ERIN
               Will that be so bad?

                              ED
               No. If you explain to my wife while I
               leave the country.
                            (beat)
               Look, I have to tell you, I've been
               making inquiries with other firms. Bigger
               firms to share some of the cost. They all
               said no. They say we don't have it.

                              ERIN
               Bullshit! We've got those P & G fuckers
               by the balls here.

                              ED
               We've got the PG&E fuckers in Hinkley by
               the balls.  But nobody's getting rich
               unless we can pin this on the corporate
               PG&E fuckers in San Francisco.

                              ERIN
               What do you mean?

                              ED
               PG&E corporate is claiming they had no
               way of knowing what was going on in
               Hinkley.

                              ERIN
               Oh, they knew.  They had to know.

                              ED
               Show me the document that proves it.

     She doesn't have one.

                              ED (CONT'D)
               Then they didn't know.  And if they
               didn't know, we can't hit 'em for
               punitive damages.  And with punitive
               damages, we're talking about the kind of
               money that could actually have an effect
               on these people's lives...

                              ERIN
                            (frustrated)
               Jesus Christ...

     She shoves her food away, knocking it over. Beat.

                              ERIN (CONT'D)
               So what do we do?

                              ED
               We could smoke 'em out. If they offer a
               settlement. If they just throw more paper
               at us.

     He sits and faces her, outlining what is to come;

                              ED (CONT'D)
               We file a complaint. We take our four
               hundred or so plaintiffs and everything
               you dug up and we file a cause of action
               and present it to a judge.

                              ERIN
               Then what?

                              ED
               Then PG&E will submit a demur - a list
               of reasons attacking each complaint,
               claiming there is no cause of action for
               a lawsuit. And then it goes before a
               judge.

                              ERIN
               So then it's all up to what this one
               judge decides?

                              ED
               Basically, yeah.

     They look at each other: Let's hope we get lucky.

     EXT. PG&E STATION - NIGHT

     Late, late at night.  The plant is silent.  The property
     seems empty, until we notice Pete Irving standing alone
     inside the gates, staring up at the station.

     After a beat, he picks up a rock and hurls it at the plant.
     It misses.  Not that it would do anything if it hit.  He
     reaches for another, throws it.  Then another, and another.
     He hurls rock after rock at the gigantic plant.  Then,
     overwhelmed by his impotence, he lets out a TERRIFYING YELL.

     INT. IRVINGS' HOUSE - DONNA'S BEDROOM - DAY

     Donna's sitting quietly in bed.  Erin is sitting on the edge
     of the bed.

                              DONNA
               I'd got so used to having 'em come up
               benign, I guess I just didn't expect it.

     She looks down her shirt front.

                              DONNA (CONT'D)
               Sure wish I had longer to get used to the
               idea.
                            (beat)
               You think if you got no uterus, and no
               breasts, you're still technically a
               woman?

                              ERIN
               Sure you are.  You're just a happier
               woman, 'cause you don't have to deal with
               maxi-pads and underwire.

     Donna smiles a little.  Then her face crumbles.

                              DONNA
               We're gonna get them, aren't we, Erin?
               You gotta promise me we're gonna get
               them.

     INT. BARSTOW COURTROOM - DAY

     Erin is sitting beside Ed on one side of the courtroom.

     The PG&E representatives are sitting on the other side. These
     are the best lawyers money can buy, and their demeanor says
     that winning isn't a goal, it's a forgone conclusion. You'd
     much rather have them working for you than against you.

     JUDGE SIMMONS is at the bench, reviewing one last time, his
     decision and the documents. Finally, he looks up;

                              JUDGE SIMMONS
               All right.

     Everyone pays attention.

                              JUDGE SIMMONS (CONT'D)
               I have before me a cause of action on
               behalf of the residents of Hinkley
               California who wish to file a lawsuit
               against Pacific Gas and Electric for
               damages, medical expenses, personal
               trauma due to the contamination of the
               groundwater in their area by said
               defendant. And I have here, a list of 84
               demurs, submitted by the representatives
               of Pacific Gas and Electric, each one
               attacking and thereby rejecting the
               validity of these complaints. I have
               reviewed all the information carefully. I
               am ready to give my decision. Before I
               do, is there anything anyone wants to
               say?

     Ed grabs Erin's hand under the table, preventing her from
     making a move. Erin submits.

                              ED
               No, your honor.

                              PG&E LAWYER
               No, your honor.

                              JUDGE SIMMONS
               Very well...In the case of the claimants
               of Hinkley California vs. Pacific Gas and
               Electric, it is the judgement of this
               court that each of the 84 demurs
               submitted by Pacific Gas and Electric be
               dismissed and the cause of action against
               Pacific Gas and Electric be upheld...

     Erin can hardly maintain her excitement. Ed squeezes her hand
     harder. The PG&E people look sick.

                              JUDGE SIMMONS (CONT'D)
               ...On a more personal note, as a resident
               here in Barstow, which is not far from
               Hinkley, I am...appalled that, not only
               was Hexavalent Chromium used, but your
               clients actually sent these residents
               pamphlets telling them it was good for
               them.

     PG&E remain silent. The Judge stares at them, ending simply;

                              JUDGE SIMMONS (CONT'D)
               Tell your clients they're going to trial.

     Erin whispers to Ed;

                              ERIN
               Think we'll hear from them now?

                              ED
               Oh, I believe so..

     The PG&E reps slam the briefcases shut and exit.

     INT. MASRY & VITITOE - RECEPTION AREA - DAY

     Talk about moving up the food chain.  MS. SANCHEZ, MR.
     WEBSTER, MR. BUDA, and MR. COOPER mill slowly about the
     reception area like sharks.  They all ooze importance.

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

     Erin, Ed and Brenda are staring out at them.

                              ERIN
               Jesus.  They look like the Secret
               Service.

                              ED
               Intimidation. Let the games begin.
                            (then, to
                             Brenda)
               Tell them to wait in the conference room.

     INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

     Sanchez, Webster, Buda, and Cooper are seated.

     The door opens and Ed enters, legal pad under his arm.
     Followed by Erin, legal pad under her arm.  Followed by Anna
     (looking professional in Brenda's suit coat), legal pad under
     her arm.  Followed by Donald (in a suit produced from who
     knows where), legal pad under his arm.  If you didn't know
     better, you'd assume it was a team of lawyers as well.

                              ED
               Counselors --

                              MR. SANCHEZ
               Counselors.

     Ed and Erin sit down and get to work.  Mario and Anna,
     clearly told to just follow along, sit down a moment later.

     INT. MASRY & VITITOE - CONFERENCE ROOM - LATER

     Mario and Anna are sitting mutely in their seats beside Ed
     and Erin, firing blank looks across the table.

                              SANCHEZ
               ...Let's be honest here.  Twenty million
               dollars is more money than these people
               have ever dreamed of.

     Erin has no patience for this today.

                              ERIN
               Oh, see, now that pisses me off.  First
               of all -- since the demur, we now have
               more than four hundred plaintiffs...and
                            (mocking her)
               "let's be honest", we all know there's
               more out there. Now, they may not be the
               most sophisticated people, but they do
               know how to divide, and twenty million
               dollars isn't shit when it's split
               between them.

     Donald and Anna exchange a look.  This is getting
     interesting.

                              ED
               Erin --

     But there's no stopping her.

                              ERIN
               And second of all -- these people don't
               dream about being rich.  They dream about
               being able to watch their kids swim in a
               pool without worrying they'll have to
               have a hysterectomy at age 20, like Rosa
               Diaz -- a client of ours -- or have their
               spine deteriorate like Stan Bloom.
               Another client of ours.

     Ed sits now with a light smile, content to let Erin
     continue.

                              ERIN (CONT'D)
               So before you come back here with another
               lame-ass offer, I want you to think real
               hard about what your spine is worth, Mr.
               Buda -- or what you'd expect someone to
               pay you for your uterus, Miss Sanchez --
               then you take out your calculator and
               multiply that number by a hundred.
               Anything less than that is a waste of our
               time.

     Sanchez, throughout her speech, has been reacting in a
     patronizing manner - as if Erin's words were of no import. By
     the end of Erin's speech, Sanchez has picked up a glass of
     water in front of her and is about to drink, when Erin says:

                              SANCHEZ
               I think this meeting is over.

                              ERIN
               Damn right it is.

     Erin gets up and storms out first. We see on Anna's face, the
     first signs of respect for Erin.

     EXT. ERIN'S HOUSE - FRONT STOOP - NIGHT

     George is sitting alone on the stoop, drinking a beer.  Music
     is coming from his house next door.  He stares out into the
     street with a lot on his mind.

     He sees Erin's car driving down the street, on her way home.
     He rises and enters the house.

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

     George is sitting on the bed when Erin enters.

                              ERIN
               Jesus, George, the kitchen's a hellhole.
               What, did you let the kids make dinner
               themselves?

     He doesn't answer.  Doesn't move.  She notices this.

                              ERIN
               What's going on?  What are you doing?

                              GEORGE
               Thinking.

                              ERIN
               About what?

     He's very calm.  He holds out a small jewelry box.

                              GEORGE
               About this.

                              ERIN
               What's that?

                              GEORGE
               It's a pair of earrings.  I saw 'em in
               the mall one day, and I thought damn,
               those would look good on those beautiful
               ears.  So I bought 'em.  And I said to
               myself, next time Erin says something
               nice, does something nice, I'll surprise
               her with 'em.
                            (beat)
               Know how long ago that was?  Six months.

                              ERIN
               I'm sorry.  I'm just working so hard --

                              GEORGE
                            (stands)
               And what I'm thinking is, you oughta
               either find a different job or a
               different boyfriend.  'Cause there may be
               men who don't mind being the maid and
               getting nothing in return, but I'm sure
               as shit ain't one of 'em.

                              ERIN
               I can't leave my job, George.

                              GEORGE
               Yeah, you can.  You could just quit.
               People do it all the time.

                              ERIN
               How can you ask me to do that? This job --
               For the first time in my life, I got
               people respecting me.  Up in Hinkley, I
               walk into a room and everyone shuts up
               just to hear what I got to say.  I never
               had that.  Ever. Don't ask me to give it
               up.

                              GEORGE
               And what about what your kids are giving
               up?

                              ERIN
               Look, I'm doing a lot better for those
               kids than I did living with my
               parents. One day they'll understand that

                              GEORGE
               And what about me?

                              ERIN
               What about you? You think either one of
               the men who gave me those children asked
               what I wanted before they walked away?!
               All I've ever done is bend my life around
               what men decide they need! Well not now.
               I'm sorry. I won't do it.

                              GEORGE
               I'm not them. What more do I have to do
               to prove that?

     For a moment, Erin is stymied...then, softly;
                              ERIN

               Stay.

     He lowers his head, then stands, to leave.  He too speaks
     gently;

                              GEORGE
               What for? You got a raise. You can afford
               day care......You don't need me.

     Erin feels caught between two truths - what she feels for
     George.. and what she feels for her new life.

     George walks to her, kisses her on the cheek and holds her
     hands...Then exits..

     Erin looks in her hands - where George has placed the velvet
     jewelry box of earrings...

     INT. ERIN'S BEDROOM - NIGHT

     Erin is at her window, looking out at the street below.

     George is carrying a duffel bag of his things to his house
     next door. She watches as he opens his front door, enters and
     closes it behind him.

     INT. HYUNDAI - DAY

     Erin is driving, looking weary.  Her kids are in the car, no
     one is speaking. An angry Matthew sits sullenly looking out
     the window. Beth is asleep. Matthew suddenly shuts off the
     radio.

     Erin drives, bothered by his actions but consumed with her
     own thoughts...The family feels divided.. each own their own
     world.

     EXT. PAMELA DUNCAN'S HOUSE - DAY

     Pamela, smoking a cigarette, opens the front door to find
     Erin there, with her kids, holding a box of cake. Pamela
     raises her eyebrow.

     INT. PAMELA DUNCAN'S HOUSE - DAY

     The kids are seen through the window, playing outside -
     Matthew, reluctantly.

     Pamela and Erin are finishing coffee, cake, stories..

                              ERIN
               ...oh, he was a piece of work...

                              PAMELA
               Him too?

                              ERIN
               I don't know, there's something about
               losers with great asses.. I don't know-
                            (Pamela laughs)
               I had to have him thrown in jail six
               times for no child support. When he had
               the kids, he used to tell them to call me
               Erin Brockoshit..

                              PAMELA
                            (Pamela laughs)
               You sure can pick'em. I've been lucky in
               that area, at least. Ken is.. he's good
               man.

                              ERIN
                            (smiles, sips
                             coffee)
               Well, that's half the battle, right
               there.

                              PAMELA
               Yeah. Yeah, it is...
                            (beat)
               I...I know what you want and I appreciate
               your-

                              ERIN
               We can get them, Pamela. We can.

                              PAMELA
               I wish I believed that. But this has been
               going on for so long. Maybe in the
               beginning, when I was angry. When I first
               found out. But then, ya know, ya have
               find a way to live everyday, to get up,
               to take care of what you have to take
               care of so you...you find a way to push
               it down, make it go away, ya know. I
               don't want to feel it all over again and
               then...not have it come out right. I
               don't know if I could handle that. Put my
               kids through that.

                              ERIN
               You're still angry, Pamela.
                            (Pamela listens)
               And you don't think your kids know that.
               They know more than you think, believe
               me. See, the thing is... it doesn't
               matter if you win lose or draw here. You
               were lied to. You're sick, your kids are
               sick because of those lies. If for no
               other reason, you all have to come
               together to stand up in a courtroom and
               say that - to be heard - and you will. To
               stand up and say, this wasn't right.
               There's no way anybody can twist this
               into something right. And it can't happen
               again.

     Pamela listens but Erin doesn't know whether she's getting
     through to her. Pamela exits, saying;

                              PAMELA
               I'll get some more coffee.

     Erin sinks. She thinks she's not getting through. When Pamela
     re-enters, she's carrying a coffee pot and A TAPE. Erin is
     confused. Pamela puts the pot down and crosses to the
     television. She pops in the tape and turns it on.

     ON THE MONITOR, is a home video of a house being burned.

                              PAMELA (CONT'D)
               That was the Torriyo's house. It was
               across the street.

                              ERIN
               It burned?

                              PAMELA
               They burned it.

                              ERIN
               Who?

                              PAMELA
               The Fire Department. They said it was a
               practice run. They said the Torriyo's had
               sold to PG&E and since it vacant they
               were told they could burn it.

                              ERIN
               Who had told them that?

                              PAMELA
               They never said.

     Erin watches the tape, then looks to Pamela, watching the
     tape as she must have a hundred times before.

                              PAMELA (CONT'D)
               I'd bring the kids into the hospital with
               towels soaked from their nosebleeds. Ya
               know the hospital did? They called county
               services because they assumed the kids
               were being abused.

     Erin has her.

     EXT. MASRY & VITITOE PARKING LOT - DAY

     The Hyundai pulls into the lot. We hear voices from within
     the car, arguing;

     INT. HYUNDAI - DAY

     Erin is with her kids. She and Matthew are fighting;

                MATTHEW                           ERIN
     ...why everything has to be     ..all I'm saying is, we'll
     such a big deal. All I want     see. I can't talk about this
     to do is play roller hockey.    now. I don't care what other
     Other moms give permission.     moms do-

                              MATTHEW
                            (annoyed)
               ..So when!? When can I get a friggin'
               answer!?

                              ERIN
               Don't talk to me like that!

                              MATTHEW
               Randy's mom said yes right away!!

                              ERIN
                            (snapping)
               Well, goddamn it, Matthew -- Randy's mom
               doesn't work and Randy's dad didn't leave
               her, so figuring out who's gonna drive
               who to roller hockey every other week is
               a little easier over at Randy's house.
               Now get out of the car!

     She exits, then gets the baby.

     INT. MASRY & VITITOE - WAITING ROOM - DAY

     Erin carries Beth, followed by Matthew and Katie. She sits
     the two older children down.

                              ERIN
               Wait here. Watch your sisters.

     Matthew ignores her..

                              ERIN (CONT'D)
               Matthew..

                              MATTHEW
                            (snaps at her)
               ALRIGHT! FINE!

     The receptionist looks up. Erin decides not to respond. She
     enters the main room.

     INT. MASRY & VITITOE - MAIN ROOM - DAY

     Business as usual.  Erin comes in, goes straight to her desk.

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

     Erin flips through her "in" box, looking for something in
     particular.  Doesn't find it.  Grrr.  She heads off to:

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

     Jane is at her desk when Erin comes in.

                              ERIN
               Where's my paycheck?

                              JANE
               Have you been logging on?

                              ERIN
               What?

                              JANE
               I moved payroll onto the computer.  It
               only knows to process paychecks for
               employees who log on in the morning and
               off at night.

                              ERIN
                            (seething)
               Now how'm I supposed to do that when I'm
               not in here most mornings and nights? O
               still haven't found a new baby-sitter-

                              JANE
               You're clever.  I'm sure you'll think of
               something.

     Erin glares at her...She leans in, but speaks so other can
     hear

                              ERIN
               Ya know.. Jane...My grandmother used to
               have a saying about people who were
               beautiful and people who were ugly. And
               it had nothing to do with how they
               looked. She used to say "People get the
               faces they deserve!"

     She then turns and storms out of Jane's office.

     As she passes by the CONFERENCE ROOM, she sees;

     Ed shaking hands and taking a check from a snazzy lawyer
     type. Suspicious, she enters;

     INT. CONFERENCE ROOM - DAY

     Ed sees Erin and makes introductions;

                              ED
               Erin! I was just talking about you. I
               want you to meet our new partner. Kurt
               Potter. He'll be handling Hinkley now.

                              ERIN
               What?

                              POTTER
                            (to Ed)
               Now I know what you meant by a secret
               weapon.
                            (to Erin)
               Nice to meet you. Great work.
                            (to Ed)
               See you tomorrow.

     He blows out of the room. Erin glares at Ed.

                              ED
               What?

                              ERIN
               Our new partner? You fuck! When was I
               gonna find out - in the monthly
               newsletter?

                              ED
               Hey.. just listen. Did I ever tell you
               about the airline case I had?

                              ERIN
               Airline case!? What the fuck are you
               talking about?

                              ED
                            (patient)
               A few years back I was trying this
               airline case and I got my ass kicked by
               this guy - he just smothered me in paper.
               Brutal. This guy was the toughest
               motherfucker I'd ever been up against.
               And it was Kurt Potter. When we got the
               PG&E decision from the judge, I called
               him and asked him to partner. He didn't
               hesitate.

                              ERIN
               Well of course NOW he wouldn't hesitate.
               We did all the fucking work. Where was he
               before?

                              ED
               Doesn't matter.. Erin, listen to me - it
               doesn't matter. You want to win this?
                            (hands her the
                             check.)
               He just gave me that. It covers all our
               expenses to date. The whole thing. He's
               got more toxic tort experience than
               anyone in the state. This is good news.

     Erin rises, still not happy about it - feeling like she's
     being pushed out. She drops the check on the table and exits,
     stopping by the door to say, as if without any importance;

                              ERIN
               By the way...I got Pamela Duncan.

     She exits before Ed can say "Great - good work!"..

     INT. ERIN'S HOUSE - KITCHEN - NIGHT

     Erin is standing at the sink, visibly exhausted, trying to do
     the dinner dishes with one arm and comfort Beth, who's
     CRYING, with the other.  Matthew comes in and runs into his
     room, slamming the door.

     Erin hears a motorcycle revving up. She walks to the front
     door and looks out to see:

     GEORGE riding away. At the same time, A MESSENGER is walking
     up her front walk. Erin opens the door as he approaches;

                              MESSENGER
               Erin Brockovich?

                              ERIN
               Yeah?

                              MESSENGER
               Package from Masry & Vititoe.

     He hands her a manila envelope.  She signs for the package,
     then tears into it as the Messenger heads away.

     A CHECK and a SET OF KEYS fall out.  She looks at the check.
     It's made out for $5,000.  A note attached reads "HIRE A
     NANNY. LOOK OUTSIDE. AND CHEER THE FUCK UP!- ED."

     Erin looks up and sees A BRAND NEW CHEVY BLAZER parked on the
     curb.  She looks at the keys in her hand.  Chevy keys.

     INT. ERIN'S NEW CAR - DAY

     It's raining.  They're driving through the tall buildings of
     Century City.  Ed is full of nervous excitement.

                              ED
                            (points to a
                             building)
               That's it.  The big one.  They've got the
               top three floors.

     INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

     It feels more like the lobby of a five-star hotel than an
     office.  Erin and Ed step off the elevator.  Erin gawks.

                              ERIN
               Holy shit.  Who do they represent, God?

                              ED
               It's probably their only pro-bono client.
               Look, do me a favor Erin...behave
               yourself. All right?

     Erin shrugs "sure". Ed crosses to the receptionist.

                              ERIN
               Ed Masry to see Kurt Potter.

     Erin's miffed Ed didn't announce her as well.. so, as Ed turns
     to check his reflection, a YOUNG LAWYER comes through the 
     reception area.  Erin watches him pass, then, calls out to
     him.

                              ERIN
               'Scuse me, sir, you got a real nice ass,
               you know that?

     The lawyer double-takes on her, then retreats into the
     office.  Erin turns to Ed, smiles.

                              ERIN (CONT'D)
               Oh, I'm sorry.  Was that not what you
               meant by behaving myself?

     INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

     THERESA DELLAVALLE, 38, junior partner, comes out to greet
     them.  She's everything Erin isn't: conservative, restrained,
     unemotional.  And about as sexy as a station wagon.

                              THERESA
               Ed.  Good to see you again.

                              ED
               Theresa, hey -- this is Erin Brockovich.

     INT. POTTER, HUGHES & ROSEWOOD - HALLWAY - DAY

     Theresa leads Ed and Erin down a long hall of teak desks.
     The sound of their footfalls is swallowed up by the plush
     carpeting.  Occasional ATTORNEYS and PARALEGALS glance at
     Erin.  She feels their stares.

     INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

     Potter, Ed, Erin, Theresa and a few PARALEGALS are sitting 
     around the table.  As the conversation ping-pongs between Ed
     and Potter, Potter completely ignores Erin.

                              POTTER
               ...PG&E have requested we go to binding
               arbitration...

                              ERIN
               What's that?

     Everyone is surprised by her honest lack of knowledge. She
     doesn't give a shit.

                              POTTER
               PG&E have proposed that they are liable
               from anywhere between fifty million and
               four hundred million...Now, to determine
               exactly what amount they will give, we
               go before a judge...not a jury. They call
               it a test trial. You have.. how many
               plaintiffs now?

                              ED
               634.

                              POTTER
               Well, they won't try that many at once so
               we get them in groups of twenty to
               thirty, the worst cases - the ones who
               are clearly the sickest, most life
               threatened - in the first group and so
               on.. and each gets go before the judge to
               determine damages. If we went to trial,
               PG&E could stretch this over ten years,
               with appeal aft-...

                              ERIN
               So it's not like a real trial?

                              ED
               Yes, it is.. It's-

                              ERIN
               But these people are expecting a trial.
               That's what we told them. They won't
               understand this.

                              POTTER
               I promise you, we'll be very sensitive in
               proposing this. We'll make sure they
               understand it's the only way to go
               forward now. But we have a lot of work to
               do before we even broach the subject.

     Theresa sees impatience brewing, tries to intercede.

                              THERESA
               You know what? Why don't I take Erin down
               the hall, so we can start on this stuff
               and I'll fill her in on the rest..

                              ERIN
               Hey -- those are my files --

                              THERESA
               Yeah, we had them couriered over.  And
               listen, good work.  They're a great
               start.  We're just going to have to spend
               a little time filling in the holes in
               your research.

     Okay, these people are starting to piss her off.

                              ERIN
               Excuse me - Theresa, was it?  There are
               no holes in my research.

                              THERESA
               No offense.  There are just some things
               we need that you probably didn't know to
               ask.

                              ERIN
               Don't talk to me like I'm an idiot, okay?
               I may not have a law degree, but I've
               spent 18 months on this case, and I know
               more about those plaintiffs than you ever
               will.

                              THERESA
               Erin.  You don't even have phone numbers
               for some of them.

                              ERIN
               Whose number do you need?

                              THERESA
               Everyone's.  This is a lawsuit.  We need
               to be able to contact the plaintiffs.

                              ERIN
               I said, whose number do you need?

                              THERESA
               You don't know six hundreds plaintiffs'
               numbers by heart.

     Erin just stares at her.  Theresa sighs, reluctantly glances
     down at a file.

                              THERESA
               Annabelle Daniels.

                              ERIN
               Annabelle Daniels.  714-454-9346.

     As Theresa starts to write it down?

                              ERIN
               10 years old, 11 in May.  Lived on the
               plume since birth.  Wanted to be a
               synchronized swimmer, so she spent every
               minute she could in the PG&E pool.  She
               had a tumor in her brain stem detected
               last November, had an operation on
               Thanksgiving, shrunk it with radiation
               after that.  Her parents are Rita and
               Ted.  Ted's got Chron's disease, and Rita
               has chronic headaches and nausea and
               underwent a hysterectomy last fall.  Ted
               grew up in Hinkley.  His brother Robbie
               and his wife May and their five kids,
               Robbie, Jr., Martha, Ed, Rose, and Peter
               lived on the plume too.  Their number's
               454-9445.  You want their diseases?

     Beat.  Erin glares at Theresa, indignant.

                              THERESA
               Okay, look -- I think we got off on the
               wrong foot here --

                              ERIN
               That's all you got, lady.  Two wrong
               feet.  In fucking ugly shoes.

     INT. PARKING LOT - NIGHT

     It's still raining.  Erin is following Ed to the car.  He's
     furious.

                              ERIN
               She insulted me!

                              ED
               Bullshit.  It was a misunderstanding.
               But instead of handling it politely,
               instead of treating her with respect --

                              ERIN
               Why the fuck should I respect her?

     Ed stops in his tracks, furious.  He glares at her.

                              ED
               Look! Just because she's not supporting
               three kids with no husband and no
               education, doesn't make her an idiot!
               Just because she dresses like a lawyer,
               doesn't mean she didn't work her ass off
               in law school and shit positions to earn
               her way.

                              ERIN
               Well excuse me for not going to law
               school.

                              ED
               Law school! At this point, I'd settle for
               fucking charm school!

     On that, he gets in his car, slams the door, and drives off,
     leaving her standing alone in the pouring rain.

                              ERIN
               HEY! You're my ride!!

     EXT. LINWOOD'S DAIRY - DAY

     Bob Linwood is in his barn, mucking it out.  Theresa is at
     the edge of the property, trying unsuccessfully to get his
     attention by yelling and waving her arms.  In her expensive
     shoes, she's stopped short of the cow patty minefield.

     INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

     CLOSE ON A CLIENT FILE as a hand fills in a phone number.

     WIDEN TO SEE Erin seated with a PARALEGAL, rattling off facts
     and numbers from memory.  She's seized by a COUGHING FIT.

     EXT. LINWOOD DAIRY - DAY

     Theresa still hasn't gotten Linwood's attention.  Finally,
     rather than ruin her shoes, she picks up a stone and tosses
     it at the barn.  It hits the window and BREAKS IT.

     INT. MASRY & VITITOE - ERIN AND BRENDA'S DESKS - DAY

     Erin's desk is empty: no Erin, no files, nothing.  Ed comes
     out of his office and hands Brenda a STACK OF DOCUMENTS.

     CLOSE ON THE FAX LED

     Brenda types in the number.  The recipient's I.D. comes up
     again, only this time it says: POTTER, HUGHES, ROSEWOOD.

     INT. POTTER, HUGHES, ROSEWOOD, HALLWAY - ANOTHER DAY

     A SECRETARY carries the documents to Potter's office.  On the
     way, she passes THE CONFERENCE ROOM.  Inside, Erin is still
     dictating to the PARALEGAL.  She's shivery with fever now.
     The floor around her is littered with tissues.

     INT. DANIELS' HOUSE - DAY

     Theresa is talking to Rita and Ted Daniels.  Annabelle is
     curled up on the sofa, wrapped up in a blanket.  Rita and Ted
     notice that Theresa doesn't even look at Annabelle.

     INT. ERIN'S APARTMENT - KITCHEN - DAY

     Erin is lying in bed, home sick, talking on the phone.  She's
     talking over the noise of TANIA, her 20-something Eastern
     European nanny, vacuuming the hall.

                              ERIN
               I know she isn't real warm, but they say
               she's a real good lawyer...

                                             INTERCUT WITH:

     INT. DANIELS' HOUSE - DAY

     Ted Daniels is on the phone.  Rita is next to him.

                              TED
               She asking the same questions you asked.
               We already told you everything. I don't
               want her coming to the house again.
               She's kinda stuck-up, and she upsets
               Annabelle.

                              ERIN
               If you don't like Theresa, you don't have
               to work with her.  Me and Ed are still
               here for you.

                              TED
               I called Ed two days ago, Erin, and he
               still hasn't called me back. Now, I hate
               to say this, but everyone's pretty upset
               about that arbitration thing...

                              ERIN
                            (stunned)
               WHAT?

                              TED
               I mean, Pamela's written a letter in the
               Hinkley news telling everybody to get new
               lawyers.. that we've been lied to.

     Erin is breathless with rage.

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

     The phone rings.  Brenda picks up.

                              BRENDA
               Ed Masry's office...Sorry, he can't be
               interrupted.

     INTERCUT WITH Erin at home, still in bed, so irritated.

                              ERIN
               Don't be a pain in my ass today Brenda or
               I'll put my fucking fist through the
               phone! Just put him on.

                              BRENDA
                            (with finality)
               I said, he can't be interrupted.

     Erin hangs up.  Then, with a groan, she pulls her weary body
     out of bed.

     INT. MASRY & VITITOE - RECEPTION - DAY

     Erin drags herself into the office.

                              ROSALIND
               Hey, Erin, I thought you were taking a
               sick day.

                              ERIN
               So did I.

     She heads toward Ed's office, but stops when she sees a
     meeting in progress in the conference room.  Ed is on the
     side of the table facing her, flanked by Potter and Theresa.

                              ERIN (CONT'D)
               What's going on in there?

                              ROSALIND
               Meeting about the PG&E thing.

                              ERIN
               PG& -- Are you sure?

                              ROSALIND
               Yup.  You look awful. You want some tea?

     Erin feels this like a sock in the gut.  She stares at the
     meeting, stunned.

     INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

     Ed and Theresa are listening to Potter;

                              CORBIN
               ...I'm not saying it's not a strong case.
               Certainly having every demur dismissed is
               a good sign. What I am saying is that, if
               we could get hold of any PG&E
               documentation prior to 1987, officially
               acknowledging that they know "something"
               might be wrong with the water, I'd feel a
               lot better about this statute of limi-

     Ed looks beyond Potter to see...

     Erin staring at him from the other side of the glass wall,
     her face cold with hurt and anger.

                              ED
               Could I -- just take a brief break here
               for a moment?  I'll be right back.

     He gets up and goes out into:

     INT. MASRY & VITITOE - MAIN ROOM - DAY

     Ed comes out.  Erin's so angry she can barely breathe.

                              ERIN
               If you tell me to relax, I'm gonna choke
               you with that fucking tie...

                              ED
               Erin, it's just a meeting. Look, you said
               you weren't feeling great.  I thought
               you should rest.

                              ERIN
               Bullshit.  You'd drag me off my deathbed
               if it suited you.
                            (weakened)
               How dare you take this away from me.

                              ED
               No one's taking anything, will you let me-

                              ERIN
               Bullshit.  You stuck me in Siberia
               dictating to some goddamn steno clerk so
               you could finish this thing without me.

                              ED
               Erin, they fucked up!
                            (Erin shuts-up)
               Do I have your attention now? They fucked
               up and they admit it.

     Beat.

                              ERIN
               The arbitration lette-...

                              ED
               They sent a fucking letter to these
               people explaining something they wouldn't
               be able to explain in person with
               diagrams and a floor show.

                              ERIN
               I know. I spoke to Ted. Pamela wouldn't
               even come to the phone.

                              ED
               Pamela's got them all seeing red with
               that letter she wrote to the press. She
               called us thieves. This is about to all
               fall apart Erin.

                              ERIN
               Why?

                              ED
               Because in order to even go to
               arbitration - we have to get the
               plaintiffs to agree...

                              ERIN
               How many?

                              ED
               Usually you can only manage to get about
               70 percent. PG&E are demanding we get
               ninety. In other words, everybody.
               This is serious now Erin. Do you
               understand?

                              ERIN
               And, what Ed, I'm not serious?

                              ED
               You're emotional.  You're erratic. You
               say any goddamn thing that comes into
               your head. You make this personal, and it
               isn't --

                              ERIN
               Not personal?  That's my work in there.
               My sweat, my time...  If that's not
               personal, I don't know what is.

     She starts to COUGH and CRUMBLE, but fights it.

                              ED
               Now go home. Get well. Because you're no
               good to me sick.
                            (then, admits)
               I need you. All right? This case needs
               you.

     Beat. Then Erin asks him, referring to Potter and Theresa:

                              ERIN
               Did you tell them that?

     Clearly, Ed has not. Erin smiles, shakes her head as she
     reaches into her bag.

                              ERIN (CONT'D)
               Ya know Ed...after busting my ass, if you
               think that this
                            (pulls out cell
                             phone)
               and that car is all I'm looking for, is
               all the respect somebody like me needs to
               be shown, like a bone you throw somebody
               who doesn't know the difference--
                            (she can't even
                             finish)
               How can people with every degree on every
               wall be so fucking stupid.

     She puts the cell phone down, then stares through the glass
     wall of the conference room at Potter and Theresa, who are
     witnessing the scene from inside the room. She doesn't bother
     to admonish them - she's feeling too shitty. She goes home.

                              ED
               Erin...Erin...I'll-..

     Erin ignores him as she exits.. Ed looks angry as well. He
     doesn't like the scenes she creates. He returns to the
     conference room.

     EXT. MASRY & VITITOE - PARKING LOT - DAY

     Erin gets to her car.  As she opens the door, the ALARM
     SOUNDS.  She fumbles with her keychain, trying to turn it
     off, but she's too sick and upset to figure it out.  With the
     siren still blaring, she kicks at the car in rage.

     A wave of dizziness comes over her. She holds her head. Her
     breathing grows heavy. She grabs hold of the car for
     balance.. as she slowly loses consciousness and passes out.

     INT. HOSPITAL EMERGENCY ROOM - NIGHT

     A busy Southland ER.  George bursts through the doors with
     Katie, Matthew and Beth in tow.  He goes up to the desk.

                              GEORGE
               I'm looking for Erin Brockovich.

     INT. ER WAITING AREA - DAY

     The kids are waiting.  George is talking to a DOCTOR.

                              GEORGE
               Meningitis?  What the hell is meningitis?

                              DOCTOR
               It's an inflammation of the spinal cord
               and part of the brain.

                              GEORGE
               Jesus.

                              DOCTOR
               It's a pretty advanced case.  I'd say
               she's been walking around with it for a
               few weeks now.

                              GEORGE
               How does someone get meningitis?

                              DOCTOR
               Usually, in adults, it's from exposure to
               bacteria or a virus or...

     During Doctor's lines, George knows how she got it.

     INT. HALLWAY OUTSIDE ERIN'S HOSPITAL ROOM - DAY

     Matt and Katie sit on the cheap plastic chairs outside the
     room.  Katie is holding Beth, who's sleeping.

     INT. ERIN'S HOSPITAL ROOM - DAY

     Erin's in bed, hooked up to an IV, looking exhausted.  All
     untouched food tray is beside her bed.  George is standing
     across the room from her, arms crossed tight across his
     chest, keeping his distance.

                              ERIN
               ...I swear, if I wasn't feeling so
               shitty, I would driven that fucking car
               right into their offices.

                              GEORGE
               That would have helped their opinion of
               you.

                              ERIN
               Who gives shit about their opinion? They
               would have sold out every plaintiff for
               the first offer if I wasn't there. They
               don't care about them.

                              GEORGE
               Do you?

                              ERIN
               What? Do I care?! What the hell have I
               been--

                              GEORGE
               You think acting that way, with these
               lawyers - you think that's going help any
               of these families? I mean, when you get
               so pissed off with Ed or these other
               suits - what are you really upset about?
               The families? Or what everybody thinks of
               you?

     Erin has no reply. George's anger with her personally, makes
     him the most honest person in the room right now...

                              ERIN
               They said I can leave tomorrow.  They
               just wanna keep an eye on me another
               night.

                              GEORGE
               Fine. The kids can stay at my place till
               you go home. I'll drop 'em off tomorrow
               afternoon.

     A moment of thick silence.

                              ERIN
               Thank you.

                              GEORGE
                            (giving nothing)
               Mm-hm.

     As she watches him reach for his motorcycle helmet, to leave,
     she's hit with a wave of regret.

                              ERIN
               George....

     He pauses but she is interrupted by a KNOCK at the door as Ed 
     enters.  George looks at him. The moment's lost.

                              GEORGE
               I'll drop 'em by tomorrow.

     And Erin watches George leave the room, then turns to Ed.

                              ERIN
               If you're here to fire me, your timing's
               lousy.

                              ED
               I'm not gonna fire you.
                            (beat)
               I wanted to.  But then you got sick, and
               that woulda made me look like a shit.
                            (serious)
               You have to stop embarrassing me in front
               of Potter and everyone else who
               aggravates you, Erin.

                              ERIN
               I know.  I'm sorry.
                            (beat)
               Do I get to hear what happened anyway?

     INT. ERIN'S HOSPITAL ROOM - LATER

     Ed has taken off his coat and pulled a chair up next to
     Erin's bed.  He's eating the pudding off her tray.

                              ED
               ...Kurt thinks that with nothing linking
               it to the corporate offices yet, we'll
               probably end up on the lower end of that
               fifty-to-400 million dollar offer.  It's
               still a lot of money.

                              ERIN
               It's not enough. Not for over six hundred
               people.. What I don't understand is, if we
               can't connect the corporate offices to
               it, why would PG&E offer even that much?

                              ED
               Because, they know the evidence we do
               have. They know they're gonna lose a jury
               trial.  Maybe they wouldn't lose 400
               million bucks, but once you factor in--

                              ERIN
               Wait a minute - Are you saying, you want
               to settle for the low end?

                              ED
                            (admits)
               Kurt suggested it. He doesn't think we're
               going to be able to get more than thirty
               percent of these people to agree to
               arbitration...

                              ERIN
               And of course, Kurt knows "these people"
               so well...

                              ED
                            (continues)
               ...Which means the low end is the best
               they're going to get, Erin.

     Erin is deeply disturbed by this.

                              ED (CONT'D)
               We're going try and get as many of them
               together - sort of a town meeting, to
               explai-...

                              ERIN
               I'm coming.

                              ED
               Erin, please-

                              ERIN
               I'm coming - and you better tell Kurtie
               and St. Theresa to stay the fuck away or
               we're going to be defending some of
               "these people" for murder.

     Ed considers her insight as closer to the truth than he'd
     like to admit.

     EXT. HINKLEY FIREHOUSE - NIGHT

     The lot is filling with more cars and trucks; headlights
     criss-cross each other as people pull in from all directions.
     It is stifling hot evening.

     INT. HINKLEY FIREHOUSE - NIGHT

     CLOSE ON HANDS.  As people stream in, they are each handed a
     release form with a space for a signature on the bottom.

     EXT. FIREHOUSE - NIGHT

     Erin's Chevy pulls up to the firehouse. The kids are in the
     car asleep. She gets out, leaving the door open.

     She only goes as far as the firehouse front door. She steps
     in. Ed is waiting by the door, before he goes up to make his
     speech. He acknowledges Erin.

                              ED
               How do you feel?

                              ERIN
               Fine. It's hot as hell in here.

                              ED
               That'll make this a lot easier.

                              ERIN
               Nervous?

                              ED
               It's anyone's guess.

     Erin looks around at room, as the Hinkley residents take
     their seats. Everyone's waving papers at themselves to cool
     off...then looking around as if for something in particular.

                              ERIN
               Be friendly. Cause they don't want to be
               here.

                              ED
               Why do you say that?

                              ERIN
               They didn't bring any food.

     She motions to long fold out tables against the wall - empty.

                              DONNA
                            (passing by)
               Erin?

                              ERIN
               Donna, hi.. how are you?

                              DONNA
               I heard you were in the hospital.

                              ERIN
               I'm fine.

                              DONNA
               This is crazy, huh. What's going to
               happen?

                              ERIN
               Let Ed explain it. It's gonna be OK. Is
               Pamela coming?

     Donna shakes her head NO. Erin and Ed know that's not a good
     sign.

     INT. HINKLEY FIREHOUSE - LATER

     It's sweltering.  The room, packed with plaintiffs, hums with
     horse flies and tension.  People are fanning themselves with
     the release forms. Ed's addressing them from a raised
     platform.

                              ED
               ...Binding arbitration isn't all that
               different from a trial.  It's overseen by
               a judge.  Evidence is presented in much
               the same way....

                              PLAINTIFF
               And then a jury decides?

                              ED
               No, sorry, I should have mentioned that.
               There's no jury in binding arbitration.
               No jury, and no appeal.

                              BOB LINWOOD
               No appeal?  So what are our options if we
               don't like the result?

                              ED
               Well -- you have none.  The judge's
               decision is final.  But we really don't
               anticipate that being a problem.

     Unhappy murmuring in the crowd. Now, in addition to the
     stifling heat, the large room is thick with mistrust.  People 
     are shifting in their seats, whispering to each other.

                              ED (CONT'D)
               ...As I said before, it will definitely
               be somewhere between 50 and 400 million
               dollars...

                              MANDY BROWN
               Which?  There's a big difference there.

                              ED
               I wouldn't want to speculate at this
               point.

                              MANDY BROWN
               So then, what, that mystery number's
               divided up at the whim of some judge --

     More whispering, more movement.

                              MANDY BROWN (CONT'D)
               How does it get divided?

                              PLAINTIFF
               Yeah, who gets what? My medical bills
               started two years before some other
               people here.

                              MANDY BROWN
               But my kid's been in and out of the
               hospital a lot more than his. It
               shouldn't matter when it started.

                              ED
               Wait a minute, that's not-

     The crowd erupts. The GRUMBLE of discontent has overtaken the
     room. Erin watches the meeting fall apart.  It's driving her
     crazy. She notices CHARLES EMBRY, the flirty guy from the 
     picnic, watching her from the rear of the room. His smile is
     hard to interpret...

                              ED (CONT'D)
               ...People listen, please.. the point we
               want to address tonight is getting
               everyone to agree that going binding
               arbitration is preferable to a trial that
               could go on for ten years before you see
               any money.

                              PLAINTIFF
               Well, maybe some of us want to go ten
               years.

                              OTHER PLAINTIFFS
                            (overlaps)
               I don't.. YEAH!...Speak for
               yourself!.. This is bullshit!.. Let him
               talk, for Christ sake..!!

                              ED
                            (overlaps)
               We have to agree or no one has a
               chance....

     Some people are getting up to leave.

                              ED (CONT'D)
                            (emphatic)
               ...For those of you about to leave, I'd
               like you to keep this date in mind: 1976.
               That's the year of the Three Mile Island
               disaster, and the people of Love Canal
               are still waiting for their money. Think
               about where you'll be when the year 2018
               rolls around.

     The people that were leaving stop.

                              ED (CONT'D)
               Look. Everyone. is this a big decision?
               Absolutely. But I do not believe - and I
               wouldn't say this otherwise - I do not
               believe this is a sell-out. With over six
               hundred clients, the most you can try is
               twenty a year, so it's like a roulette
               wheel. You have somebody that's real sick
               and he's the six-hundredth guy, he's not
               gonna make it. And that is exactly what
               the PG&E lawyers want - they keep making
               their fees, dragging out the case,
               waiting for people to drop by the
               wayside.
                            (beat)
               This is the best shot at getting everyone
               some money now. You and I both know that
               some people in this room can't afford to
               wait, to take that chance. Are you going
               to make them wait?

     The crowd is listening now.

                                             DISSOLVE TO:

     INT. FIREHOUSE - LATER THAT NIGHT

     The last car drives away. The clock reads 12:35 PM. Erin and
     Ed are counting the agreements signed by those who wish to
     continue with the arbitration - talking, counting;

                              ED
               ....So how many all together..

                              ERIN
               We got about half of them.

                              ED
               Shit.

                              ERIN
               We're gonna have to go door-to-door Ed.
               It's the only way.

     He nods. Erin looks at him.

                              ERIN (CONT'D)
               You did good, Ed.

                              ED
               We'll see.

     EXT. HINKLEY MOTEL - NIGHT

     Erin's Chevy pulls into the parking lot.

                             MATTHEW (O.S.)
               I don't want to stay here.  It smells.

     INT. HINKLEY MOTEL ROOM - NIGHT

     Erin is entering the crappy motel room with her kids.

                              ERIN
               We got no choice.  I'm not gonna make it
               home tonight.  Now go wash up and climb
               into bed.

     As the kids wander toward the bathroom, Erin picks up the
     phone and dials.  RING, RING.

                              GEORGE (O.S.)
               Hello?

                              ERIN
               Hi.  It's me.
                            (silence)
               I've got one more favor to ask you...
               It'll be the last one.. I promise.

     EXT. HINKLEY MOTEL - DAY

     Very early.  Erin is visible in the motel office, talking to
     the clerk, when George's motorcycle pulls into the lot.

     EXT. ERIN'S MOTEL ROOM - DAY

     Erin comes up to him, hands him a key.

                              ERIN
               I got you your own room.

     He takes it, glances toward the motel room.

                              ERIN (CONT'D)
                            (awkward beat)
               Look, don't take any of 'em on your bike,
               okay?  Call a cab if you wanna go
               somewhere.

     She hands him a wad of cash. he hands it back.

                              GEORGE
               I have money....How long's this whole
               thing gonna take?

                              ERIN
               I don't know.  Few days.
                            (beat)
               Thanks for helping me.  I appreciate it.

     He nods.  It's an awkward moment. George starts moving his bike
     to a parking space...as Erin speaks;

                              ERIN (CONT'D)
               Seems like all I do lately is apologize
               to everybody...

     George is engaged in an action throughout Erin's speech -
     locking up his bike, getting his stuff - never looking at
     her.

                              ERIN (CONT'D)
               But, I am really sorry, George...I feel
               like a shit about how I treated you and
               I'm...I'm sorry.
                            (beat. no
                             reaction)
               I'm also scared to death...Scared I'm
               gonna lose my kids. Scared I'm gonna wind
               up nowhere...with no one...And I'm in
               that hospital bed George, I swear,
               thinking -
                            (nervously
                             laughs)
               'Fuck.. it can't get much worse than
               this'...And the only person I can think
               of to make it better is you...I've never
               been with a man who made anything better.
               Don't give up on me yet.

     George doesn't act like he has listened, but we & Erin know
     he has. He gives a look that doesn't give her much.

                              GEORGE
               Have the kids eaten?

     Erin nods. Beat. George turns and walks into the motel. Erin
     gets into the truck and pulls out.

     EXT. HINKLEY - COMMUNITY BOULEVARD - DAY

     Erin's Chevy is bombing down the road.

     EXT. PAMELA DUNCAN'S HOUSE - DAY

     Erin is on her doorstep once more. Pamela opens the door,
     cautiously.

     INT. PAMELA DUNCAN'S HOUSE - DAY

     Pamela and Erin sit at the kitchen table.

                              PAMELA
               ..and then this...this letter with these
               names of people I never heard of.. people
               with no faces...I tell you, it was just
               like all the crap we used to get in the
               mail from PG&E - like there was no one
               real, no.. real person behind any of
               this.. suddenly telling us something
               entirely different from what you said...

                              ERIN
               I know. I'm sorry. I'm sorry for what I
               didn't know. For what I didn't even
               understand.. and I'm sorry you found out
               about it like that. It was a shitty way
               to explain it to you but...you got to
               separate that from what they're
               proposing. You're gonna have enough money
               to take real care of your kids and
               yourself...Isn't that the most important
               thing?

     Beat.

                              PAMELA
               And who's going to be accountable for
               what happened? Who can I point to?

                              ERIN
                            (honestly)
               No one... They won't even show up at the
               arbitration.

     This stings Pamela. But she looks at her kids in the yard.

                              PAMELA
               Why are you all doing this?

     Erin thinks for a moment.

                              ERIN
               Because it would be easier not to.

     INT. ERIN'S CAR - BACK SEAT - DAY

     There are two boxes there -- one full of unsigned release
     forms, the other empty.

     INT. THE DANIELS HOUSE - LIVING ROOM - DAY

     Erin, Ed and Pamela are sitting with Ted and Rita.

     INT. MANDY'S HOUSE - LIVING ROOM - DAY

     Erin, Ed, Mandy, and Tom are seated on the sofas.  Mandy
     signs an agreement.  Hands the pen to Tom, who also signs.

     INT. LINWOODS' HOUSE - DAY

     From outside, we see Erin at the kitchen table with Ed and
     Bob and Ruth Linwood, who are laughing at Ed's story.

                              ED
               ...so she drops the entire bag of Doritos
               in my lap and while I'm driving, she's
               feeling me up because she has to eat all
               the time, this one.. constantly....

                              ERIN
                            (overlapping)
               Oh shut-up! I was not! He's such a liar.

                              RUTH
               Oh Lord!

     INT. ERIN'S MOTEL ROOM - NIGHT

     In the wee hours.  While her kids sleep, Erin sits at the
     cheap motel room table, going through her forms, organizing,
     alphabetizing.

     INT. ERIN'S MOTEL ROOM - DAY

     CLOSE ON ERIN, fast asleep at the table, her face pressed
     against the linoleum.  There's some NOISE in the room,
     WHISPERING.  Erin stirs and looks around to see George behind
     her, diapering Beth, while Matt and Katie put their shoes on.

                              ERIN
               What time is it?

                              GEORGE
               Real early.  We're just gonna take your
               car to get some breakfast.

     Erin forces herself awake.

                              ERIN
               No, I need my car --

                              GEORGE
               We'll just be a minute.  Get a little
               more sleep.

     He picks up Beth, takes Katie's hand, and calls across the
     room to Matthew.

                              GEORGE (CONT'D)
               C'mon, pal.  Leave that alone, we gotta
               go.

     Erin turns to see Matthew holding one of her release forms.

                              ERIN
               Oh, baby, please don't play with that,
               okay?  I got 'em all organized.  Just put
               it back.

     But he's reading it.  And something has caught his attention.
     He looks up at Erin.

                              MATTHEW
               This girl's the same age as me.

     Erin gently takes the form away from Matthew, wanting to
     shield him from the harsh realities of this case.

                              ERIN
               That's right, sweetheart.

     She replaces the form on top of the stack.

                              MATTHEW
               She's one of the sick people?

                              ERIN
               Yeah.  She is.
                            (beat)
               But you know what?  That's why I'm
               helping her.  So she can get some
               medicine to make her feel better.

     Matthew mulls this over a bit more.

                              MATTHEW
               How come her own mom isn't helping her?

                              ERIN
               'Cause her own mom's real sick, too.

     Matthew thinks real hard about this, then heads over to the
     door, where George, Beth, and Katie are waiting for him.
     Before he leaves, though, he turns back to Erin.

                              MATTHEW
               Maybe we'll bring you back some
               breakfast.  You want eggs?

     She looks at Matthew and her eyes fill with tears. She's so
     proud of her son in this moment. As if his understanding is
     what she needed all along.

                              ERIN
               Eggs'd be great, baby.  Eggs'd be perfect.

     INT. DESOTOS' HOUSE - DAY

     Erin is leaving, saying good-bye to Mary DeSoto. Erin has a 
     signed release form in her hand.

     INT. THE BACK OF ERIN'S TRUCK - NIGHT

     The signed stack has grown; the unsigned stack has shrunk.
     Erin drops five more agreements into the "signed" box.

     EXT. LOST CAUSE SALOON - NIGHT

     Erin's truck drives into the parking lot.

     INT. LOST CAUSE SALOON - NIGHT

     An exhausted Erin has come in for a drink, a private moment
     for herself.. having a beer and a cigarette.

     A MAN (CHARLES EMBRY) comes over and sits opposite.

                              CHARLES
               Hey. Don't I know you?

     Erin winces...

                              ERIN
                            (to herself)
               Oh no..
                            (to him)
               Uh.. no.. I.. I don't think so-

                              CHARLES
               Sure. Sure.. I saw you at that barbecue in
               Hinkley. And the firehouse.

                              ERIN
               Oh.
                            (disinterested)
               Were you there?

                              CHARLES
               Sure. Sure.. I watched you. I had my eye
               on you.. ha, ha...

                              ERIN
               Oh....how nice..
                            (swigs beer)

                              CHARLES
               I saw ya... saw ya talking to
               everybody.. writing stuff down.. ha, ha.. I
               said to myself.. something about her.. I
               really like that girl...Can I buy you a
               drink?

                              ERIN
               I'm actually on my way out..

                              CHARLES
               I feel like I can talk to you too. Like
               you're a person I can say anything to..

                              ERIN
               You know, I'm really not.

                              CHARLES
               Listen..

     He leans in. Erin leans back. She thinks he's going to make
     an indecent proposal...

                              CHARLES (CONT'D)
               Would it be important to you if I told
               you that when I worked at the Hinkley
               plant, I destroyed records?

     Erin stares blankly. She forgets to breathe. Her mind races.

                              ERIN
               Uh.. I don't know uh...
                            (doesn't know
                             his name)

                              CHARLES
               Charles.

                              ERIN
               Charles.. Maybe. Would you.. would you
               excuse me a moment - I just have to go to
               the bathroom.

                              CHARLES
               Sure babe.

                              ERIN
               Don't go away..

     She calmly exits OS.

                                             CUT TO:

     EXT. LOST CAUSE SALOON - NIGHT

     Erin runs her ass off to her truck...opens the door, searches
     for her cell phone...

     INT. ED'S OFFICE - NIGHT

     Ed's working. The phone rings.

                              ED
               Yeah?.. What? Kid, slow down.. Who?

     INTERCUT ERIN..

                              ERIN
               This guy! Charles! He tells me he
               destroyed records. He worked at Hinkley..

     Ed rises out of his chair as he listens..

                              ERIN (CONT'D)
               I thought he was picking me up. I mean
               maybe he is. But why would he say that?

                              ED
               Calm down, calm down.. Shit.. Look, go back
               and see if he'll make a declaration.

                              ERIN
               A declaration...

                              ED
               But be careful. Don't care him off.

                              ERIN
               Right...

                              ED
               And if you have to sleep with him, that's
               all right too..

                              ERIN
               OK OK.. I'll call you back..

                                             CUT BACK TO:

     INT. LOST CAUSE SALOON - NIGHT

     A deliberately calm Erin talks to Charles;

                        ERIN
            So.. Chuck.. can I call you Chuck?

                        CHARLES
            Sure. Sure.

                        ERIN
            Would you like another drink?

                        CHARLES
            I'm good.

                        ERIN
            So what happened here - you were telling
            me about records...?

                        CHARLES
            Yeah. Those fuckers...
                      (sips beer)
            I was with that plant for thirty five
            years. They made me sick and when I
            retired I get a fucking watch..

                                             DISSOLVE TO:

     INT. LOST CAUSE SALOON - LATER THAT NIGHT

     Erin and Charles are the only patrons.  Erin's eating a
     burger.  Charles has a beer.

                              CHARLES
               I was working in the compressor, and out
               of nowhere the supervisor calls me up to
               the office and says, we're gonna give you            
               a shredder machine, and send you on down
               to the warehouse.  We want you to get rid
               of all the documents stored out there.

                              ERIN
               Did he say why?

                              CHARLES
               Nope.  And I didn't ask.

                              ERIN
               Did you get a look at the stuff you
               destroyed?

                              CHARLES
               There was a lot of dull stuff -- vacation
               schedules, the like.
                            (beat)
               But then there were a few memos about the
               holding ponds.  The water in them.  They
               had readings from test wells, stuff like
               that.

                              ERIN
               And you were told to destroy those?

                              CHARLES
               That's right.

     Erin plays it down, takes a sip of beer.

                              CHARLES (CONT'D)
               Course as it turns out, I'm not a very
               good employee.

                              ERIN
               What do you mean?

                              CHARLES
               Well.  There were a few documents that I
               somehow didn't get around to shredding.
                            (beat)
               That I kept instead.

     Erin stops, mid-bite of burger. She looks at him.

                              CHARLES (CONT'D)
               At the time, I thought, I got six kids,
               some of 'em want to go to college. I
               can't afford to lose my job. I told
               myself I was being honorable.
                            (beat)
               But there's nothing honorable in what I
               did.
                            (beat)
               Maybe that's why they picked me for the
               job. Maybe they knew what kind of man I
               was.

     Pause.

                              ERIN
               Charles. Will make a declaration stating
               all the things you've told me?

     He looks at her.

     INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

     Erin and Ed enter, with boxes in their arms and a whole lot
     of attitude.

     INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

     The table is covered with boxes of documents: the anticipated
     slew of paper that PG&E is sending them.  Kurt, Theresa,
     Andrew and ABOUT FIVE PARALEGALS are sifting through them.

     Erin and Ed breeze in like sunshine.

                              ERIN
               Morning!

                              POTTER
               Erin?  Ed...what are you --

                              ERIN
                            (to Ed)
               May I?

                              ED
               Oh yes. Please do.

                              ERIN
               You know what, Mr. Potter?  We completely
               forgot your birthday this year.  And
               seeing as how you've been so good to me,
               I thought it was a terrible oversight.
               So what Ed and I been doing over the last
               few days is putting together a present
               for you.

     She plunks the box down on the table.  Potter opens the top
     of the box.  Looks in.

                              ERIN (CONT'D)
               634.  They all signed.  Every single
               one.

     Potter, Theresa, et al...are stunned.

                              THERESA
               Ho - ly - shit.

                              ERIN
               Oh, now don't get all jealous, Theresa.
               We got a little something for you, too.

     Erin hands Theresa a manila envelope.  She opens it.

                              ERIN (CONT'D)
               Internal PG&E documents, all about the
               contamination.  The one I like best says,
               and I'm paraphrasing here, but it says
               yes, the water's poisonous, but it'd be
               better for all involved if this matter
               wasn't discussed with the neighbors.
               It's to the Hinkley station, from PG&E
               Headquarters.  Stamped received, March,
               1966.

     Potter and Theresa reel.  Potter shakes his head in disbelief.

                              POTTER
               Where did -- how did you do this?

                              ERIN
               Well, what with me not having any brains
               or legal expertise, and Ed starting to
               lose his faith in the system and all.. am
               I right?...

                              ED
                            (overlaps)
               Oh yes.. completely.. No faith...

                              ERIN
                            (overlaps)
               I just went on up there and performed
               sexual favors.  634 blow jobs in five
               days.  Boy, am I ever tired.

     Ed's head falls to his chest - he didn't know that was
     coming. But Erin just smiles.. digesting her canary.

                                             DISSOLVE TO:

     EXT. PACIFIC COAST HIGHWAY - DAY

     One of those days when the bay sparkles like a glitter ball.
     Erin's Chevy moves up the PCH.  George's at the wheel. Erin
     by his side. The kids in the back.  Time has passed -- Erin's
     hair's a little different.

     EXT. BEACH PARKING LOT - DAY

     Erin gets out of her new truck, looks, sees the Irvings in a
     little cluster.

     Donna's under an umbrella.  Pete is slathering on sunscreen.  
     The two girls zip out toward the water.  Erin waves.  Pete
     and Donna spot her, wave back. The kids run out toward the
     beach to play with the Irvings kids.... Erin holds Beth
     calling out to them;

                              ERIN
               Find a spot near the shore!

     George is hauling out a cooler.

                              ERIN (CONT'D)
               Let me give you a hand.

                              GEORGE
               No I got it. I'll take Beth and set up
               while you take care of your business.

                              ERIN
               No...I want you to come with me...
                            (smiles)
               I want you to see what you've helped to
               do.

     EXT. BEACH - LATER

     Donna is sitting on a blanket beneath an umbrella watching
     her kids in the water - joined by Erin's kids.. Erin comes up 
     behind her. George carries Beth.

                              ERIN
               Hi.. This is George.. George this is Donna.

                              GEORGE
               Nice to meet you.

                              DONNA
               Hi! And who's this little precious.

                              ERIN
               This is Beth.. Say hi.. Hi...How you
               you feeling today?

     George and Erin sit before her.

                              DONNA
               It's a good day.  I feel good.

                              ERIN
               Well, then -- if you're feeling up to it,
               maybe we should talk shop. The judge came
               up with a number.

                              DONNA
               A number for the whole group, or for us?

                              ERIN
               Both.

     Donna sits down next to her.

                              ERIN (CONT'D)
               He's making them pay the maximum.

     Tears of vindication spring to Donna's eyes.

                              DONNA
               Oh, my God.

                              ERIN
               And he's making them give five million of
               it to you all.

                              DONNA
               Five million dollars?

                              ERIN
               Five million dollars.

     She reels.  After a breathless beat:

                              DONNA
               I don't even know how much money that is.

                              ERIN
               It's enough -- for whatever you need, for
               whatever your girls need, for whatever
               your girls' girls need. It'll be enough.

     Donna wipes the tears off her face, then watches the light
     flickering off her girls playing in the surf.

                              DONNA
               I can put them in a good school.

                              ERIN
               Any school you want.

                              DONNA
               And get someone to help around the house.

                              ERIN
               Yup.

                              DONNA
               Oh my God.  Oh my God.

     Donna is overwhelmed.  Erin pulls her close.

                              DONNA (CONT'D)
               Oh, my God.

     George holds Beth close. He looks at Erin with love and
     pride, and finally, complete understanding of what she's been
     moving towards from the beginning. Erin looks at him over
     Donna's shoulder, and smiles with tears in her eyes.

     EXT. MASRY & VITITOE'S NEW OFFICE BUILDING - DAY

     Now this is where the hot lawyers work.  A gleaming testament
     to power.

     INT. MASRY & VITITOE'S NEW OFFICE - DAY

     Boxes everywhere.  They just moved in.  Everyone is unpacking
     at his or her desk.  Rosalind is manning the new phones.

                              ROSALIND
               Masry & Vititoe, can I -- shoot!
                            (she lost them)
               Masry & Vititoe, can I -- damn it.
                            (calling out)
               Does anyone know anything about these
               phones?

     INT. ED'S NEW OFFICE - DAY

     Ed is in his new office when a LEGAL ASSISTANT enters
     carrying an ENVELOPE and hands it to Ed.

                              ED
               Thanks.

     She exits as Ed opens the envelope to reveal: A BONUS CHECK
     MADE OUT TO ERIN FOR TWO MILLION DOLLARS. Ed smiles.

     INT. ERIN'S NEW OFFICE - DAY

     Ed enters Erin's beautiful, private office to give her the
     bonus - only to find that she is not there. He walks over to
     her desk and lays the envelope down next to some framed
     photos of Erin's children. He exits, closing the door behind
     him as we:

                                             CUT TO:

     EXT. SUBURBAN HOME IN ANOTHER BARREN CA. AREA - DAY

     Doorbell rings. A HOUSEWIFE opens the door.

                              HOUSEWIFE
               Can I help you?

                              ERIN
               Hi. My name is Erin Brockovich. I'm been
               talking to some of the families in the
               neighborhood about a problem you've been
               having with the water supply...Jane
               Whittman told me to contact you...

                              HOUSEWIFE
               Oh yeah, Jane, sure...

                                             BLACKOUT.

     END CRAWL:

     The settlement awarded to the plaintiffs in Hinkley
     v. PG&E was the largest in a direct-action lawsuit in
     United States history.

     Erin and Ed have three other cases pending, including
     one against PG&E.