FADE IN:

         1     EXT. BUS STOP - DUMBO BROOKLYN - DAY                     1

               C.U. on the eyes of a MAN in his late thirties. They are
               closed tightly and his face is tilted toward the sun.

               There's the sound of WAVES CRASHING ON THE SHORE and of WIND.

               He becomes aware of the sounds of CHILDREN PLAYING in the
               background. 

               BOY (O.S.)
                         Hey Mister.

               The Man slowly opens his eyes, squinting and blinking from
               the sun. He's sits on a curb at a bus stop. A BOY about eight
               years-old is standing over him.

                                   BOY
                         You sleeping?

               The Man looks at the Boy with a warm smile.

                                   BOY
                         Why are you sitting there?

                                   MAN
                         I'm waiting.

                                   BOY
                         Waiting for the bus? You takin' a
                         trip?

                                   MAN
                             (looking around)
                         Yeah.

                                   BOY
                         I'm Joseph Henry and this is my
                         block.
                             (pointing)
                         I live right over there, on the
                         corner. 

               The Man smiles.

                                   BOY
                         I never seen you here before.

                                   MAN
                         I haven't been here in a long time.

               Joseph sits down next to the Man and starts drawing in the
               street with a piece of chalk from his pocket.

                                   JOSEPH
                         Why are you takin a trip?

               The Man pulls out a cigarette

                                   MAN
                         I don't have a choice.

                                   JOSEPH
                         Where are you going?

                                   MAN
                         I'm not sure.

               He lights up the cigarette and starts smoking.

                                   JOSEPH
                         How can you not know where you're
                         going? That's stupid.

                                   MAN
                         When you grow up things get more
                         complicated. There are a lot of
                         times you don't know where you
                         going.

                                   JOSEPH
                             (assertively)
                         I always know where I'm going. I
                         know this whole place. When I grow
                         up I'm gonna get outta here and do
                         whatever I want. No one's gonna
                         tell me what to do or where to go.

                                   MAN
                             (smiles)
                         So, you're a tough guy.

                                   JOSEPH
                             (forcefully)
                         I'm strong too. I'm stronger than
                         all my friends. Stronger than you.
                         Wanna see?

               He makes a fist and tough face as if he's ready to fight.

                                   MAN
                             (laughing)
                         No, that's okay I can tell you're
                         strong. But that isn't everything.

                                   JOSEPH
                         Yes it is. If everybody knows your
                         strong they don't mess with you.

                                   MAN
                         There was a time I thought I was a
                         tough guy, too... I was pretty
                         weak.

                                   JOSEPH
                         Well I'm not gonna be like you when
                         I get big. I'm never weak.

                                   MAN
                         Never?

                                   JOSEPH
                         I never cry either. Only babies
                         cry, that's what my dad says. All
                         the other kids around here are
                         babies. I can make them cry with
                         one punch.  
                             (pointing)
                         Tommy Catapano, who lives over
                         there, said he could punch harder
                         than me, when I was hitting him he
                         cried and ran home like a little
                         baby...

               C.U. of the Man's face. The boy's voice is drowned out by the
               sound of WAVES CRASHING ON THE SHORE and of WIND.
                                                                    CUT TO:

         2     EXT. DESERTED DOCK - STATEN ISLAND - DAY                 2

               E.C.U. of a CAR DOOR opening

               E.C.U. of legs. Its appears as if there's a struggle as is
               being pushed around and stumbling

               E.C.U. of knees hitting the floor.

               E.C.U of hands struggling with rope.
                                                                  INTERCUT:

         3     INT. APARTMENT - EAST VILLAGE - NIGHT                    3

               A man, FATHER, is shouting in a small dark apartment at
               night. Seen from a child's P.O.V. as he's peaking in and out 
               through a slightly opened door. The Father is pacing the
               floor in the living room shouting.

                                   FATHER
                         I can't believe it. You can't trust
                         anybody.

                                   MOTHER (O.S.)
                         We'll be okay, right?

                                   FATHER
                         We're ruined. That was it... That
                         was my shot... I should've never
                         listen to them. 

                                   MOTHER
                         How bad is it?

                                   FATHER
                         It's all gone.

                                   MOTHER
                         You've last everything?

                                   FATHER
                         It's all gone.

                                   MOTHER
                         How could you be so stupid?

                                   FATHER
                         Are you gonna get off my back? I
                         got enough to deal with!

                                   MOTHER
                         You shoulda thought of that before
                         you ruined my life too!

                                   FATHER
                         Are you gonna shut up?
                                                                  INTERCUT:

         4     EXT. DESERTED CITY STREET - DUMBO - NIGHT                4

               Running from runner's P.O.V. through the streets at night.
               Only the sound of heavy breathing can be heard. 

               Running frantically from runner's P.O.V.

               We see the Man from behind, as he runs far in to the
               distance. He looks back over his shoulder feeling that
               something is chasing him. 

               We see his back again as we get even closer.

               We hear the sound of WAVES CRASHING ON THE SHORE and of WIND
               as we see an arm reach out and grab the Man on his left
               shoulder as he turns his head.
               Just as the hand is about to grab him, the breathing stops
               and we hear many WHISPERED VOICES, "Where are you going?" The
               echoes carry over into ...
                                                                   BACK TO:

         5     EXT. BUS STOP - DUMBO BROOKLYN  - DAY                    5

               Joseph's hand touches his jacket.

                                   JOSEPH
                             (tugging on the man's
                              jacket)
                         Hey!

               The, Man, startled by the boys tugging, violently pushes the
               boy's arm away as if he were about to be attacked. He's about
               to hit the boy but stops himself.

                                   MAN
                             (snapping at the boy)
                         What?!

               The boy recoils, blinking his eyes as if he were about to get
               hit. Hurt, he fights back his emotions. Joseph tries to be
               strong and stand his ground.

               The Man's eyes, realizing he just snapped for a moment, fill
               with regret and sadness. His eyes ask forgiveness but he
               doesn't say anything. The man drops his head into his hands.

                                   JOSEPH
                             (determined)
                         They're all babies. Not me. 

               The boy draws on the pavement again. The Man, still in a daze
               from the dream, seems self absorbed. During their silence
               Joseph keeps looking up at the Man, annoyed that he appears
               distracted.

                                   JOSEPH
                         You shouldn't smoke, it's bad for
                         you.

                                   MAN
                         I know.

               The Man takes another drag then looks at the cigarette.
               Noticing it's almost done he takes one more drag and throws
               it on the floor, stepping on it to put it out.

                                   JOSEPH
                         You know what?

                                   MAN
                         What?

                                   JOSEPH
                         I think you're a baby too.

                                   MAN
                             (laughing lightly)
                         You know what? 

                                   JOSEPH
                         What?

                                   MAN
                             (playfully)
                         You're right. 

               Joseph sits next to the Man.

                                   JOSEPH 
                             (laughing)
                         I am?

               The Man, still smiling, puts his hand on the boy's back.

                                   MAN
                             (proudly)
                         I like you Joseph Henry.

                                   JOSEPH
                             (jokingly)
                         I'm not bad like you thought,
                         right?

                                   MAN
                         You're no bad at all.

                                   JOSEPH
                         Everybody thinks I'm bad, but I'm
                         really not.

                                   MAN
                         I know how you feel.
                                                                    CUT TO:

         6     INT./EXT. CAR - DUMBO, NEW YORK - NIGHT                  6

               A CAR pulls drive down a desolate street under the Brooklyn
               bridge and pulls over. James, mid-thirties and unshaven with
               greasy hair, is at the wheel. The Man is in the passenger
               seat.

                                   JAMES
                         You gonna be okay?

                                   MAN
                         Yeah.

                                   JAMES
                         I can't believe you did it. Man,
                         you definitely got balls.

                                   MAN
                         I told you I would.

                                   JAMES
                         I definitely didn't believe you.
                         You know where your headed?

                                   MAN
                         I'm not sure.

                                   JAMES
                         Does anyone else know about this?

                                   MAN
                         No, you're the only one. I'm hoping
                         I can trust you.

                                   JAMES
                         Hey, it's not me you gotta worry
                         about.

                                   MAN
                         Don't worry, I've got it figured
                         out.

                                   JAMES
                         You always said you'd get outta
                         here.

               The Man smiles.

                                   MAN
                         Can you do me a solid and give this
                         to Lisa? 

               The Man hands him an envelope.

                                   JAMES
                         Sure.

                                   MAN
                         Keep an eye on her for me.

                                   JAMES
                         As long as you don't mind me
                         staring.

               The Man gets out of the car. The car drives off.
                                                                    CUT TO:

         7     EXT. CONEY ISLAND - DAY                                  7

               The Man and LISA, walk up to Nathan's. Lisa stops in her
               tracks.

                                   LISA
                         You gotta be kidding me.

                                   MAN
                         What?

                                   LISA
                         This is the surprise?

                                   MAN
                         This is classic. It's historic.

                                   LISA
                         Going out to dinner usually, at the
                         least, involves a table.

                                   MAN
                         Anybody can go to some expensive
                         restaurant... This is special.

                                   LISA
                         Okay big spender, if you say so.

                                   MAN
                         You're gonna love it.

                                   LISA
                         You're lucky I like you.

         8     EXT. BOARDWALK - CONEY ISLAND  - DAY                     8

               The Man and LISA, an attractive woman in her late twenties,
               are waking on the board walk. 

               Intimate C.U. of the man and Lisa kissing.

               The Man and Lisa sitting by the beach.
                                                                    CUT TO:

         9     INT. LISA'S APARTMENT/HALLWAY - NEW YORK - NIGHT         9

               The Man and Lisa kiss while he is leaving her apartment. He
               is in the hallway, putting on his jacket. She is inside the
               apartment behind the slightly opened door.
               Lisa, still overcome with passion, slowly closing the door as
               she playfully mouths the word "bye."
                                                                    CUT TO:

        10     INT. BEDROOM - NEW YORK - NIGHT                         10

               The Man and Lisa make love intercut with FLASHES of the hands
               struggling with rope. We hear the sound of WAVES CRASHING ON
               THE SHORE and of WIND.
                                                                   BACK TO:

        11     EXT. BUS STOP - DUMBO BROOKLYN - DAY                    11

               Joseph is intently drawing in the street.

                                   JOSEPH
                         Daydreaming?

                                   MAN
                             (distracted)
                         What?

                                   JOSEPH
                         Thinking of somethin' good?

                                   MAN
                         Yeah, I was. 

                                   JOSEPH
                         What?

                                   MAN
                         I was thinking about someone.

                                   JOSEPH
                         A girlfriend? 

               The Man smiles

                                   MAN
                             (a little surprised)
                         Yes. Actually I was.

                                   JOSEPH
                         My mom says I daydream too much. I
                         like to do that. 

                                   MAN
                         I bet.

                                   JOSEPH
                         When I'm scared I like... daydream.
                         Happy things like funny cartoons
                         and stuff.

                                   MAN
                         I bet you have some imagination.

                                   JOSEPH
                             (matter of fact)
                         Yeah, I do.

               The boy continues drawing. 

                                   MAN
                         You shouldn't draw in the street.
                         It's dangerous.

                                   JOSEPH
                         I always do it.

                                   MAN
                         You also shouldn't be out here all
                         alone.

                                   JOSEPH
                         I'm not alone.

                                   MAN
                         I don't count.

                                   JOSEPH
                         Then why should I listen to you?

                                   MAN
                         Maybe you could do things
                         different... It's so easy to make
                         mistakes, and you never know it til
                         it's too late... Trust me, you
                         never see it coming.

                                   JOSEPH
                         My dad says ya can't trust nobody.

                                   MAN
                         I'm Just tryin' to help.

                                   JOSEPH
                         How you gonna help me when you
                         don't even know where you're goin'?

               The man smiles at the boy as he looks at him. The man turns
               away and looks straight ahead as his eyes tear up. Joseph
               walks over and puts his arm around him.

                                   JOSEPH
                         It's okay, don't be sad you'll be
                         alright. It's okay.

               Joseph sits next to the man.

                                   JOSEPH
                         Hey, You wanna make believe that
                         we're someplace else.

                                   MAN
                         Sure.

               Joseph kneels down and starts drawing again.

                                   JOSEPH
                         Let's make believe that all the
                         streetlights are trees and all the
                         buildings are mountains. And all
                         the monsters are not scary, they're
                         your friends and they're trying to
                         help you. And all the bad people
                         are not really bad they're just
                         playin' a game, they just don't
                         know it. And no one can hurt you
                         'cause you're not afraid.

               The man smiles as he contemplates the images Joseph
               described.
                                                                    CUT TO:

        12     EXT. DESERTED DOCK - STATEN ISLAND - DAY                12

               Flashes of a mans hands struggling with a rope.

               A hand reaches around back, under his jacket pulling
               something out and reaching forward. The abstract images
               become clear and reveals a hand pointing a gun at someone
               who's hands are tied behind their back, struggling with the
               rope.  
                                                                   BACK TO:

        13     EXT. BUS STOP - DUMBO BROOKLYN - DAY                    13

                                   ANGRY MAN (O.S.)
                             (sternly)
                         It's time to go.

               Joseph drops his chalk as they both look up.

                                   JOSEPH
                         I gotta go!

               He gets up and runs off screen. The man looks down and for
               the first time he notices Joseph's drawing in the street.
               A serious look comes over his face as he looks at it. It's a
               child's SKETCH OF A BOAT ON THE WATER NEXT TO A DOCK.

               The man closes his eyes. We just see his eyes. They are
               closed tightly and his face is tilted toward the sun.

               There's the sound of WAVES CRASHING ON THE SHORE and of WIND.
                                                                    CUT TO:

        14     EXT. DESERTED DOCK - STATEN ISLAND - DAY                14

               The Man appears to be kneeling with two figures standing
               behind him, visible only from the waist down. 

                                   ANGRY MAN
                         time to go, Joseph.

               The angry man menacingly leans over the Man/Joseph who's eyes
               are shut, and speaks directly in his ear.

                                   ANGRY MAN
                         You hear me in there! Time's up.

               Cut to a WIDE SHOT revealing James standing next to the Angry
               Man.

                                   JAMES
                         C'mon, just do it and let's get
                         outta here.
                                                                    CUT TO:

        15     MONTAGE                                                 15

               Super 8 footage and images from throughout the film speed by.
               Lisa, the Boy, the Father, James... 

               A GUN SHOT rings out... the images, while still flashing
               slowly fade into black.
                                                                   BACK TO:

        16     EXT. DESERTED DOCK - STATEN ISLAND - DAY                16

               WIDE SHOT: Joseph lays dead as the two men rush back to
               James's car. 

               There is an empty boat at a dock under the highway.

               There's the sound of WAVES CRASHING ON THE SHORE and of WIND.
                                                                   FADE OUT