By Jeffrey Abrams Director: Matt Reeves

FADE IN INSERT - MICROCASSETTE RECORDER - CLOSEUP VARIQUS SHOTS of: A cassette being inserted. The PLAY/RECORD button being pressed. The miniature capstans turning. Over this, a VOICE (FELICITY) is HEARD. On the verge of seventeen. What strikes us most about the voice is the tone of astonishment -~ as if she’s incredulous that the life she’s describing 1s her own. FELICITY (VO) Dear Sally You should probably be sitting down for this. EXT. HIGH SCHOOL - DAY A Northern California high school campus on the penultimate school day of the year. - Intense energy in the air as STUDENTS sign each other’'s yearbooks, sprint across campus, screaming for no reason at all. - FELICITY (VO) First of all, everything was perfectly fine. I mean... you know, on paper, the end of high school was going exactly as it was supposed to. One BOY runs across the quad, a hand-painted banner flying behind him reading, “NO MORA SKOOL'”. He runs, cheering, right past a startled girl who exits a classroom. This s FELICITY PORTER She’s a year younger than the other seniors Pretty, thoughtful, and shy FELICITY (VO) I mean in three months I‘d be at Stanford pre-med. Then, in four years, Stanford med school. Then I'd start my four year residency at one of the Stanford Hospitals My dad was thrilled. Felicity heads down the hall, packs of kids moving past her The lack of interaction makes it clear Felicity, a girl who hasn’t yet come out of her shell, has spent the past eight years more or less to herself (CONTINUED)

CONTINUED: FELICITY (VO) Because, you know, basically, he’s had my life planned out for me since I was pretty much a zygote. EXT. HIGH SCHOOL - LOCKERS - DAY A few students are at their lockers, hoarding remaining garbage into trash bags. Felicity does her combination lock. FELICITY (VO) But suddenly I was surrounded by last times. Like... the last time I'd use my locker combo. 14, 26, 3. Gone. Inside Felicity'’s locker are a few books, a calendar taped to the inside of the door, a bag of rice cakes. She begins putting these things.into her backpack. FELICITY (VO) The last time I‘d walk the F Building stairs. Last time I'd eat lunch on the quad As Felicity peels off the calendar from the locker, she sees Ben COVINGTON opening his locker, ten rows away. He is too handsome not to keep looking, but is instantly so unassuming that you wish you knew him. Or were dating him. We HOLD ON Felicity, half-hiding behind her locker door, staring at Ben wistfully. FELICITY (VO) Guess all I'm saying is that even though I never felt like I really fit in... st1ll, there were some things about high school I was going to miss. EXT. HIGH SCHOOL - FOOTBALL FIELD - DAY We're CLOSE ON Felicity, who sits, surrounded by STUDENTS in caps and gowns. A VOICE reads off students’ names over a LOUDSPEAKER. Students called move to the podium to accept their diploma, hnaded to them by the PRINICIPAL. Felicity quietly observes the other students’ laughing, their whispering, their note-passing. FELICITY (VO) I was surrounded by people... actually looking forward to their lives. Then she turns when she hears: - (CONTINUED)

CONTINUED: ; | R (0S) Benjamin Steven Covington. Many students applaud. Felicity watches Ben walk toward the podium -- high-five a buddy en route Felicity can’'t taxe her eyes off him ANGLE - BLEACHERS - LATER Sitting among the faflilles are FELICITY'S PARENTS (PETER and BARBARA), a handsome couple, sitting in anticipation. VOICE (0S) Felicity Elizabeth Porter, graduates with Honors. Peter and Barbara CHEER far, far too loudly. Barbara videotapes, Peter takes photos. Her parents' reaction agonizes Felicity as she heads to the podium, accepting the diploma and honors ribbons. Incredibly, her parents then cheer LOUDER. Irritated students and family members turn to get a look. FELICITY (VO) My parents’ reaction was typically understated. ANGLE - FELICITY - LATER As she sits down, staring at her diploma -- the words of the PRINICIPAL echoing around her: PRINCIPAL (OS) ... s0, on this day, undoubtedly one of the most exciting of your lives, I urge you to savor the possibilities. Embrace life. Because these days will not come again Felicity looks up as students and family APPLAUD. ANGLE - SKY As hundreds of caps sail into the sky in SLOW MOTION.. FELICITY (VO) They say that crash victims-- people who lose a l:mb, that they can still feel the missing arm or leg even after 1t’'s gone. It’'s called phantom pain, Well suddenly I had this horrible thought. What 1f high school went away (MORE) (CONTINUED)

CONTINUED: FELICITY (cont'd) but the feeling of 1t didn’t? I mean I didn’'t feel joy. Or sorrow. Or anticipation. Things were going so well... but all I could feel... And as we follow the caps down, we land on Felicity, who stares off, concerned, still holding her cap. FELICITY (VO) . was dread. EXT. HIGH SCHOOL - FOOTBALL FIELD - BLEACHERS - DAY Post-graduation. Families and students congregate, laughs and tears. Felicity is hugged by her father, PETER, 50, a well-meaning oncologist. BARBARA's (45) bubbly demeanor helps make her an excellent nurse. :She’s still videotaping. PETER We are the proudest parents here. FEDICITY (awkward about Barbara’'s camera) Oh, that’s really... could you put that away? PETER I just look at you. And you’'re my little girl. Bound for Stanford. BARBARA Sweetheart, we’'re so happy for you. Barbara hugs her daughter PETER Now I‘m sure got things to do, parties and whatnot -- you‘ve earned that, today your day. BARBARA Just get home soon because got something for you FELICITY You didn’t have to do that. PETER ~ I know. But guess what. We did. (CONTINUED)

‘ Then Felicity.'s parents leave -- Barbara videotapes as Felicity waves her good-byes to them EXT HIGH SCHOOL - FOOTBALL FIELD - DAY Felicity 1s crossing the lawn when she spots Ben across the field. He’'s clearly having an argument with his MOTHER. FELICITY (VO) Three years ago I held a pint of Ben Covington'’s blood. I was volunteering at the Tenth Grade Blood Drive. That's just about as close as we ever got. , Finally Ben's mother walks off. Felicity still stares. We now notice that she’s holding her yearbook. She scans the area. Now is the time. Don't think. Just move -- and she does -- across the lawn, to Ben, who spiritlessly watches his mom go. FELICITY (VO) It‘s the smallest decisions that can pretty much change your life forever. - She gets to him. FELICITY Excuse me. Ben turns to her, still distracted by his intense encounter with his mother. BEN Yeah? FELICITY I'm Felicity Porter-- BEN I know. {extends his hand) Ben FELICITY Yeah, I know CLOSE ON THEIR HANDS as they shake Felicity has to keep from swooning. She holds out her yearbook. (CONTINUED)

CONTINUED: FELICITY Thought maybe you could -- you know. Do it-- sign this. Book. BEN Oh-- yeah, sure-- but I don'’'t have mine with me-- FELICITY okay, God. Here’s the pen. Their eyes lock for perhaps a beat longer than you’'d expect. Then Ben opens the yearbook to find a place to sign. Which .s basically or. any page. FELICITY I just got it. Today. So... I didn‘t have time to... ask anyone. found one) Except Mr. Johnson. He'’s here today somewhere, which I was surprised about-- just sign it anywhere. Ben begins writing. Felicity is relieved. And then, just when she’s expecting him to hand it back to her, he sits -- right there, on the fifty yard line. - BEN Could you give me just-- you know. One minute? FELICITY Uh... yeah. 1I‘ll .. sure. Felicity doesn’t know what to make of this. She walks a small circle as Ben intently writes. She watches students leave -- people she’s seen every day for years, who she may never see again. She looks back at Ben. He’'s still writing. Finally, she sits down in front of him. Watches him write. She can’t but smile. Finally, he finishes -- signs his name. Returns the book. BEN Thanks for asking. Felicity almost laughs at chat. FELICITY So good luck. _ {CONTINUED)

CONTINUED- (2) | | | | . BEN Thanks Yol too (beat) | I'1l1l see yaL | FELICITY Yeah. ‘ Ben stands up and heads off. Sitting there, Felicity qu.ckly opens her yearbook, finds the page and reads. FELICITY (VO) This 1s what Ben Covington wrote to me: “Dear Felicity. Here it goes. 1I've watched you for four years. Always wondered what you were like. What was going through your mind all that time you were so quiet, just thinking... drawing in your notebook I just asked you. But I never asked you. So now, four years later, I don't even know you... but I admire you. Well, this makes me sound crazy. But okay with that. So take care of yourself. Love, Ben. PS: I would’'ve said ‘Keep in touch’, but, unfortunately, we aever were in touch.” Blood rushes to her face -- she’'s shocked and tingling and paralyzed -- and then she looks up -- he’'s far off, but she struggles to her feet,' tripping on the robe -- FELICITY HEY' At the end zone, Ben turns to her. FELICITY Where are you going to college?! BEN New York' What apout There’s an energy in her eyes no one's ever seen. FELICITY That‘'s pretty unclear' A great from him, then a sweet wave before he turns and walks off. She covers her mouth (CONTINUED)

CONTINUED: (3) - FELICITY (VO) Suddenly... I knew what everyone else was feeling. INT. FELICITY'S ROOM - DAY Felicity wildly rummages through her file of college RECRUITMENT LETTERS. Finds the one from the University of New York. INT. LIVING ROOM - PORTER'S HOUSE - DAY A well-appointed home. Felicity enters the living room, where her parents sit smiling on chairs near the piano. There’'s an edge to Felicity -- a forced confidence: FELICITY Mom. Dad. We need to-- what are you doing on those chairs? No one’s ever sat there before. PETER We’'re for you. FELICITY .. for what? EXT. PORTER'S HOUSE - DAY The three-car garage door goes up -- to reveal a red 1998 BMW convertible. Felicity -- really pale -- stands in the driveway with her parents. Barbara starts SQUEALING with excitement. PETER Is it a little much for Stanford? Probably. But screw it, you‘ve earned it. You've exceeded our expectations. Barbara ushers Felicity into the garage -- Peter gets inside the car, demonstrating all its bells and whistles. PETER Everything's electric, even the top -- just push this button, that’s all you do. We sprang for the security system -- see, all on the keychain, just like Mom’'s. But 1f you hold this down-- Suddenly the ALARM BLARES, lights flash -- we’re CLOSE on Felicity -- this SOUND is exactly how she feels. Peter hits the button again, the alarm CHIRPS off. (CONTINUED)

CONTINUED: - PETER Panic mode -- 1n case you're in a parking lot or whatnpot -- Blaupunkt stereo, heated seat-- BARBARA You'll figure out the details, just drive safely, Sweetheart. Peter climbs out from the car and offers the keys. Felicity’s mind tumbles Then she reaches for the keys -- grabs them -- she and her father are both holding them, when she says: FELICITY I'm not going to Stanford. For a moment, no one moves -- No one breathes'. PETER (smiling) What, Honey? - Suddenly Peter pulls for the keys -- Felicity pulls back -- they have a little tug-of-war -- finally she lets go and Peter gains possession, his face flush with confusion -- INT KITCHEN - PORTER HOUSE - NIGHT The three of them have been at this for hours. Felicity has cried. Her voice 1s raw. She sits at the table, Barbara stands at the counter, Peter paces. PETER New York is a filthy Lellhole! Trust me, I lived there! FELICITY I thought you only lived there until you were six PETER Think about what you're saying FELICITY I have. I'm going because-- not-- look, I think maybe I want to try and be an artist! PETER A what?! (CONTINUED)

10. CONTINUED: BARBARA s We talked about using artistic skills in Anatomy class... & FELICITY & No! That'’s not the same! That’'s-- that’s not going to work! PETER How long has this been gaifig on in your mind? Could you have waited any longer to drop this FELICITY I told you, I decided today. called them and they said it would take extraordinary circumstances to admit someone at.this late date, but that-- Peter’s had enough. PETER All right. is the decision you want to make? Fine. But I will not, in any way, financially support it. FELICITY They’'re sending me the student loan and work study forms with the late application. PETER Loans! Felicity! I worked this hard so never have to go through what I did! FELICITY No, Dad! No. You made it so I'd have to go through exactly what you did. You want me to follow in your footsteps and I just-- basically I can‘t. A tense, horrible beat. Peter just turns and leaves the room. Mother and daughter share a look. BARBARA (sotto) I'm gonna go talk to him. 1It‘ll be fine. Barbara goes after her husband. PULL BACK on Felicity, who sits alone. A big, nervous sigh. . {CONTINUED)

CONTINUED: (2) _ ELICITY (VO) My father didn’t talk to me all summer. INSERT - LUGGAGE - A suitcase zipped cloked INSERT - BMW - CLOSEUP The luggage inside, trunk is closed. | INT BMW - MORNING i | CLOSE ON Felicity, sits in the back of the red Beemer, staring off. A faint smile bareiy roticeable. FELICITY (VO) And he kept the car for himself. EXT. LAX AIRPORT - MORNING A SKYCAP registers her bags. Felicity hugs her mother. BARBARA You can always change your mind. You can always come home. . Then Felicity faces her dad. He gives her a stern look, but then he moves to her and takes her into a warm, heartfelt embrace. She’s taken off-guard by the emotion. She smiles. PETER (sotto) You’'re making. . a horrible mistake. smile fades as they stand there embracing.. SLOW DISSOLVE EXT TAXI - DAY CLOSE ON Felicity’s face as she looks through the rear window of a New York City cab. She stares in thought as reflected bu:ridings pass across her face EXT UNIVERSITY - NEW YORK - DAY A taxi pulls away, revealing Felicity standing on a bustling Manhattan sidewalk, across the street from her new college. Felicity takes 1t in, visibly terrified. She then starts toward the building (CONTINUED)

12. CONTINUED: - FELICITY (VO) So basically I've given up everything my parents ever planned for me. Everything I expected... all for a boy I don’'t even know. INT. DORM ROOM - DAY MUSIC can be heard from various distant rooms, mixed with the SOUND of students moving-in. Felicity opens her door -- hers is a corner room, wood floors, but not a great view of the city. One side of the room -- her roommate'’'s -- appears completely lived-in. Marilyn Manson and Johnny Rotten posters on the walls, black leather clothes strewn on the bed, CDs and tapes litter the floor,:but no sign of the actual roommate herself. INSERT - MICROCASSETTE RECORDER - CLOSEUP Felicity hits the PLAY/RECORD button. INT. DORM ROOM - LATER - DAY Felicity sits on her undressed bed, alone in a private moment, holding the cassette recorder. FELICITY I guess what I'm saying is, this all might be a horrible mistake. As my dad would say. But on the other hand, it might... maybe 1t’1ll save my life or something. I don’t know. (beat) Please respond ASAP. I miss you. Love, Felicity She pops out the tape, then shoves it into a brown padded mailing bag, addressed to SALLY PEARSON, in Santa Fe. INSERT - MAIL BOX - CLOSEUP Felicity drops the pouch into the mailbox. INT. ADMINISTRATION BUILDING - LATER - DAY Felicity stands in the photo ID line, looking through the endless multi-colored forms found in her packet. PHOTOGRAPHER (0OS) Next please! - ' {CONTINUED)

13 CONTINUED: | The guy behind FeliCLfiy nudges her FELICITY Oops-- sorry, thanks... (to PHOTOGRAPHER) Hi, how are{you’ The 35 year-old male éHOTOGRAPHER is almost asleep. PhOTOGRAPHER Good. Justglook at the dot please. Felicity sits in the ghair, at dot above the lens. TELICITY Is my hair a disaster? Please be honest, because I'm going to have to basically live with this picture for a of my lifetime. Just then, she HEARS. BEN (0OS) Hey you! i Felicity turns -- there’'s Ben, holding his packet, going through registration himself. Felicity just lights up. FELICITY Hi! BEN What are you doing here? PHOTOGRAPHER I need you to look at the dot. FELICITY I just-- this 1s where I‘m-- this is-- I'm here' I totally forgot you were going here! BEN That 1s so unbelievable! Just then, a pretty blonde freshman (SUSAN) moves to Ben, puts her arm around him They kiss. BEN I know th:s girl from high This 1s Susan ~- this 1s-- uh-- Felicity’'s heart sinks. (CONTINUED)

14 CONTINUED: (2) - PHOTOGRAPHER The dot. Right over here, the dot, please. FELICITY . Felicity. BEN Felicity' Wow! Amazing! So I’'ll see you around, okay? Felicity waves a good-bye as Ben and Susan walk off. Then, devastated, Felicity looks toward the camera... PHOTOGRAPHER Good enough. FLASH! And suddenly Felicity'’s ID CARD FILLS THE SCREEN -- and there’s the photograph she’ll carry around with her for years -- of the very moment her heart was broken. FADE OUT. END ACT ONE

15 FADE IN- INT PAPALEO'S OFFICE - DAY Somewhere in one of the University's buildings, an emotionally paralized Felicity sits across from JOE PAPALEO -~ Felicity’'s handsome 35 year-old counsellor. A psycholocy prof, Papaleo might at first glance appear severe -- but that quality is actually unyielding strength. A quality so many incoming students need. A CLOCK TICKS LOUDY in the otherwise quiet office. 1It's small, made even more so by the inordinate number of books which line all four walls. The desk is cluttered -- the window behind Papaleo puts him in almost-silhouette. Felicity talks with deep insecurity, as if she were in mid- freefall. Like she’s about to burst into tears. FELICITY I, uh... haven’'t really had time yet to review all the classes and schedules, but, uh... so I'm a little behind. Everyone. uh....I guess I just need a little time. To catch up. Because... there’s a lot to consider. Now. That I'm here. She tries to laugh, but doesn’t really have it in her. Papaleo just stares at her long and hard FELICITY (CONT'D) If you keep staring at me like that I'm going to cry Just know that. PAPALEO I received a phone call from your parents Felicity's eyes close. PAPALEO (CONT'D) You’re not the first student whose parents weren’t a hundred percent about their child going to a particular college They’re concerned FELICITY They're more than ceoncerned They're insulted. {beat) . (MORE) {CONTINUED)

16. CONTINUED: FELICITY (cont'd) Do you think my coming here was a mistake too? PAPALEQ Really, only you can answer that. Wwhat I can tell you is, New York, the c¢ity and the school, can be a little overwhelming. And is often best for the independently- minded student. Your parents seem to imply that... you might not fit into that catagory. Felicity looks off... feeling this herself. She sighs. FELICITY they do know me better than anyone. PAPALEO Do you have any specific interests outside of medicine? Disheartened, Felicity hands Papaleo her zipped portfolio. FECICITY I draw sometimes. Paint a little. I brought you some, you know, some samples. For whatever it‘s worth. INT. LECTURE ROOM - DAY Felicity sits in the packed one-hundred seat lecture room, listening to the affable 42 year-old lit professor, MR. GEORGE. Perhaps the worst toupee in history. GEORGE -- after we get through with him, Alexander Pope will have become your favorite diminurive Catholic English hunchback poet 1n the whole world. Laughs from the class -- except for Felicity, who just then notices Ben, sitting two rows ahead, oblivious to her. As Mr. George continues, TIGHT ON Felicity, emotion swelling, unable to take her eyes off Ben. Soon, tears stream down Felicity's face. She drops her head, silently sobbing. The young woman beside her notices this. This JULIE. Small and mousy-looking -- but there’s a fire in her eyes. A lovable optimism. Julie writes something, then passes Felicity a tissue and the small note. Felicity looks at her, surprised. She opens the note and reads it. - . {CONTINUED) |

17 CONTINUED- It says, “YOU Wlth two boxes as check-mark options: “I WILL BE” and “NO”. Felicity smiles as she blots her eyes. She checks the “I WILL BE” box, and writes, “THANKS ” She passes 1t back to Julie I A moment later, Jul.e passes the note back. Felicity reads 1t OUR TEACHER'S HAIR... ON Felicity laughs -- much too loud -- students look -- including Ben. Felidity hides it with a cough -- which makes Julie laugh, which makes Felicity laugh -- it's a struggle for both of them to keep it down as we CUT TO: INT. CAFETERIA - DAY Sunlight streams in through the huge windows of the cafeteria. Typical set-up: a food line, salad bar, bins of cereal, dozens of tables. Felicity and Julie sit together going through their packets; Julie’s energy 1s infectious: JULIE 0f course you were crying. How could anyone choose their schedule yet® like a puzzle, every addendum has six or whatever -- FELICITY Do you realize I haven’t even met my roommate yet? I read a whole chapter, “How to Get Along With Your Roommate”, but 1t’'s i1rrelevant. She doesn’'t sleep in the room, she's a mystery JULIE That's called being lucky Mine’s a germ freak. We‘'re three days in and I caught Laura spraying my phone with Lysol twice. (finds the page) Art. Here. What about Ken Sullivan? FELICITY I love his stuff JULIE So progress' You have one class figured out, that’'s two more than me FELICITY There’s a class on (CONTINUED)

18. CONTINUED: . JULIE No, by Sullivan. He'’s a guest professor, you're happy now. Julie hands Felicity the printed sheet detailing the class. FELICITY Oh my God! I wonder if I could get in... JULIE You have as a good a chance as anyone, right? Felicity is beaming -- everything s turning around for her. FELICITY I guess I do, huh? Someone drops their tray with a CRASH -- Felicity and Julie look up. The room erupts in loud APPLAUSE. JULIE I'm thinking-about taking Kaplan's Holocaust class, except do I really want to spend my entire first semester weeping - But Felicity has now spotted Ben across the cafeteria. He sits with a group of GUYS. Julie looks to see what Felicity is intently focused on. JULIE What are we looking at? FELICITY be right back. Felicity gets up and moves across the crowded room to Ben. FELICITY Hey there. BEN Felicaty, hey' Wanna sit down? FELICITY I just need to, uh . just for a minute-- talk to you Is that BEN Yeah, sure. (CONTINUED)

19 CONTINUED. (2) - FELICITY Maybe alone? Ben and his buddies share a look Then Ben gets up and he and Felicity walk through an exit doorway -- INT. STAIRWELL - DAY The cafeteria can be seen through the doorway behind them. BEN What’s going on? FELICITY I just want to preface this by saying that I don’'t want you to feel weird about anything I'm about to say, at all. BEN Okay. .. FELICITY Okay. The is, I came to New York because of you. BEN - (beat) FELICITY I had some very intense feelings for you. Back when we were i1in high school. I know we never spoke before graduation-- except once, when I was passing out flyers for the blood drive-- anyway, my point is, maybe the fact that we never spoke was why I had those feelings. We can see -- Ben's feeling weird about this. FELICITY I mean I realize now 1t was a crazy thing to do, follow someone I don’'t know three- thousand miles, and I sort of panicked about it for a second, but now past that. And I just wanted you to know that I'm totally okay with the whole thing. I mean 1t. This 1s no longer about you. I'm here. . you Kknow ‘cause I’'m here (beat, awkward) So what are you (CONTINUED)

20. CONTINUED: BEN = I'm... I, you know, I'm tered... FELICITY Good. That’s really a perfect answer. Okay. So... can we just be friends? (extends her hand) BEN Of course. FELICITY (shaking his hand) Great. INT. ADMINISTRATION OFFICE - DAY We PUSH THROUGH the bustling college office in the first weeks of the year. Insanity. FELICITY (VO) Work study isn‘t so bad really. I file papers in administration office for three hours, three times a week. The one rule, the only real serious rule, is to respect the confidentiality of the documents. Which means, of course, that I'm not supposed to read them. We continue through the office, finding Felicity at a filing cabinet, surrounded by hundreds of FILES stacked around her. presently enraptured in a file she’s reading. She looks away for only a moment to make sure no one’s watching. No one is. She keeps reading. SLOWLY PUSH IN on Felicity. She’s engrossed. She doesn’t even know it, but she’s just put her hand on her heart. INT. KELVIN HALL - CORRIDOR - NIGHT We’'re MOVING DOWN the dorm hallway. Behind each door we pass (almost all have paper tacked onto them, notes from visiting friends) comes with its own SOUNDTRACK -- music, laughing, TV, arguing... it’s an aural collage. As we approach Felicity'’s room, we begin to HEAR: FELICITY (OS) Well no! No, Dad, I'm sorry, but this 1sn’t about what Uncle Harvey “deeply feels I should be doing with my life~”!

21 CONTINUED: We get to Felicity'’s [room at the end of the hall -- the door half open. Inside, we find Felicity, wearing a black dress and no shoes, sitting at her desk, on the phone. FELICITY I know you |are! Well how should I? Look, I'm not coming home! Mom! This 1s something I‘m doing! Okay?' I'm doing this now! | (beat) | I have to I'‘m getting off the phone. I am not hanging up on you, but I'm getting off! For the record, this is not me hanging 'up on you! (beat, softer) Okay, Dad? Can I hang up please? Thanks, She SLAMS down the phbne. Sighs heavily. Then she glances over at her door and SCREAMS-- The guy standing in tPe doorway YELLS, startled -- it‘s NOEL CRANE, a tall, gentle, ancredibly easy-going junior from Brooklyn, carrying a basket of unsorted clean laundry. - NOEL Sorry -- I didn‘t mean to do that-- Felicity, right® I'm Noel. I'm not a stalker. I‘'m the R.A. on the floor. Room twenty-two, end of the hall, just saying yo and welcome and 1f there's anything you need or whatever, I'm sorta the floor shrink, so just... knock anytime And sorry about the scary part. FELICITY (st1ll recovering) It’'s okay Noel waves, then walks off Felicity considers... INT. KELVIN HALL - CORRIDOR - MOMENTS LATER - NIGHT TIGHT on Noel’'s door as Fel:c:ity knocks on it. Noel orens the door, surprised to see her FELICITY Is now a bad time> Confused for a flash, he lets her in

22. INT. NOEL'S ROOM - LATER - NIGHT - Brooklyn Funk Essential and The Mighty Bosstones posters on the walls. 70's funk plays quietly on the stereo. Noel sits on his bed, unfolded laundry everywhere. Felicity paces. In the party dress, without the make-up and shoes, she’s adorable. FELICITY I was consumed by temptation, which-- I’'ve never been consumed by temptation before. And remember, the essay question was “What was :che event that most changed your life?”, right? So here was a chance to really learn a lot about this guy! NOEL So... what, you read this guy Ben's essay? Felicity pulls out a folded Xerox page. NOEL You photocopied Ben'’s essay? FELICITY Is that Okay, I know, I'm repulsive, just read this. Read it. She hands Noel the page. He keeps his eyes on her for a moment before looking at the paper. NOEL (reads) *I never liked my older brother. He was too well-behaved Too handsome. Too talented. Too much At least too much for me. Until I was thirteen, I lived like a Cimmerian, in perpetual darkness. The darkness of Jonathan’s shadow. In 1992, Jonathan died of brain cancer.” God. .. FELICITY Skip down to there. NOEL “... and as I held the college application, 1t occurred to me: although 1t was his dream, this was an act Jonathan had never experienced. I had surpassed him. Simply by surviving. I was older than my older brother now. {MORE) (CONTINUED)

23 CONTINUED NOEL {(cont'd) And there, alone in my room, I cried for Jonathan fpr the first time Cried for the loss. His, mine, our family'’s. cried for the love I'd never allowed myself to feel... never knew I had. ~ She rips the paper Zrom him hands FELICITY This 1s what I need to know: is it possible to just be friends with someone I have these sort of, uh-- immoderate feelings for? Or am I doomed, forever, to just be in love and ultimately, I think, significantly hurt? NOEL Absolutely you can be friends with Ben. Absolutely. FELICITY Really. NOEL Because, see, you're new here. And your emotions are heightened. heightened, everything’'s higher. Than usual, So give it a month. And things will normalize. I swear. I'm the R.A.. Trust me. FELICITY (relieved) Yeah. You know what? You're right. Thank you. Thank you, Noel. Felicity leaves Noel alone -- but he stares at the air as if Felicity were still with him NOEL You're welcome INT KELVIN DORM - NIGHT Felicity opens her door for Jul:e -- they’'re both made up a couple notches too much Felicity 1s visibly nervous. FELICITY So this’'ll be fun, right? Julie unbuttons Felicity's top button, rearranges Felicity's top, then wipes off a mascara smudge on Felicity’'s cheek. (CONTINUED)

24. CONTINUED: B JULIE It's gonna be great! FELICITY (smiles) ‘Cause I'm a little terrified! JULIE (confessing) Me too. INT. BEN'S LOFT - NIGHT A loud, raging party. Dancing, lounging, drinking, smoking. Students cram the prototypical New York space, hanging out on ratty couches and chairs by fireplaces boarded up years ago. Felicity and Julie enter -- they sort of clutch each other, hanging on for dear life as they move through the madness. They arrive at the bar, where TY, a drunk, mop-haired Floridian rocker, mixes the party punch, handing them cups. FELICITY What is this? v - Well, an admixture. JULIE Admixture? TY Look it up. Felicity tastes the punch -- and recoils -- FELICITY Eccchhh-- I guess 1t‘s an acquired taste. JULIE We should carry them around with us. FELICITY Good. Felicity has noticed Ben, playing pool in the other room. She and Julie approach him, just as he’s finishing up a game against STACEY, Upper West Side-bred, flirty. Ben sees Felicity and waves. back. Ben then aims and sinks the 8 ball. . {CONTINUED)

25 CONTINUED: - ,STACEY No' That's impossible! That is so unfair! | What can say, I kicked your ass and I'm proud of it and now I'm moving on. 'STACEY Now I really need a drink. She heads off. Ben at BEN You up? FELICITY Me? God, no, I don’t, uh... you have an amazing apartment. BEN I know, can you believe I met this guy Craig at-orientation who told me he was subletting from this guy Sean and they needed another guy. (holds up his cup) - To our first college party. Felicity and Julie anxiously toast him -- and Ben finishes his entire drink. A real beat of unease, and Felicity and Julie chug theirs down too. Felicity smiles at him. Ben goes to rack up -- only we see Felicity and Julie turn away and grimace horribly, disgusted FEL TCITY Is Sean a freshman- BEN No, he’s like thirty or something FELICITY Wow. Oh, this is Julie. Ben and I went to high school together. BEN Hey Julie (to Felicaity) Come on, I’'ll teach you You break. FELICITY I break Okay, I break. {CONTINUED)

26. CONTINUED: (2) He hands Felicity the cue. She moves to the other side of the table, stumbling a little. She laughs at her misstep, looks back at Julie, who smiles. Felicity then prepares to hit the ball. She looks back at Ben, who nods. Then she goes for the break -- and slips -- missing the ball entirely. She almost falls onto the table, wincing with embarrassment. Some people laugh. Others walk off. BEN That's not exactly the master technique. FELICITY (sotto) Disappear, make me disappear, disappear... BEN Can I, uh...? FELICITY Sure. He helps her out, adjusts her position. He gets behind her, helping her aim the cue. There’s an intimacy that shocks her. She’s still and quiet. - BEN If you hold the stick over here, and keep your left hand like this... you get leverage and accuracy. See? (she nods, wide-eyed) Try this. He steps back. She‘s flushed. She looks at the ball, and then she breaks -- it's a beautiful break. Sinks two solids. BEN Jesus... FELICITY Okay, what does this mean-- what’'s my situation here> BEN You’'re solids And she takes aim -- and sinks another ball. Ben’s impressed. Julie too A few who turned away now watch. Felicity lines up another, takes the shot -- and sinks another solid. Ben watches her, somehow transfixed. (CONTINUED)

27 CONTINUED: (3) J Impossibly, sinks another ball. Ben’s amazed. Felicity laughs and covers her mouth, embarrassed by her luck. i I I \FELICITY You’'re not! a bad teacher. And off Ben’'s CUT TO: | INT. BEN'S LOFT - NIGHT Telicity, Ben and Julie dance together, having the best time ever. Someone -- we can barely hear anything over the BLASTING MUSIC -- calls to Ben, who excuses himself. Felicaty and Julie, caught up in the fun, dance together, twirling and laughing -- INT. BEN'S LOFT - KITCHEN - LATER - NIGHT At the kitchen table, Felicity and Julie sit with a group of s1x other unfamiliar STUDENTS doing vodka shots. Felicity 1is clearly drunk as she looks around for Ben. But it’s her turn to drink again. FELICITY - I just went... oh, this 1s one too many. But they push the glass on her. Felicity reluctantly downs the shot -- winces horribly. Now it’s Julie’s turn. FELICITY I'm gonna go to the bathroom. JULIE Good plan. FELICITY And maybe get sick all over 1t Pardon me Felicity gets up -- she stumples wildly across the room, to the bathroom door -- but 1t’'s locked So she blunders back, past the vodka shot crowd, to stairs She heads up the stalrs, crawling past two MALE STUDENTS who make out on the steps She can‘t help but look as she heads to- INT. BEN'S LOFT - SECOND FLOOR CORRIDOR - NIGHT Felicity heads down the hall, drunkenly searching for the bathroom -- she opens one door -- 1t's a closet (CONTINUED)

28. CONTINUED: . FELICITY Sorry. Then she opens another door -- it’s a bedroom -- and a couple is shirtless, kissing passionately. The girl -- it’s Stacey, the girl who was first playing pool... And the guy -- Felicity sobers up for a flash -- IT’S Ben. They, of course, are too occupied to see Felicity, standing in shock, staring at the couple. Finally, she turns and hurries off, stumbling -- EXT. CITY - NIGHT Felicity races across the darkness, her mind tumbling -- INT. FELICITY'S ROOM - NIGHT Felicity cries on her bed for a long beat -- before there’'s a KNOCK at the door. She looks up, hopefully. Moves to the door, opens it. 1It’'s Noel. She immediately begins to cry again. NOEL Hey, what's wrong? FELICITY (hugs him, sobbing) Nothing! NOEL Come here... come on... He moves her to the bed, and they sit. FELICITY I don’'t want anyone to see me like this, even my R A.. NOEL You can talk to me, I want to help. I want to help Felicity gets it together. Looks at him. FELICITY I'm just-- have you ever just felt completely shattered”? there’s just no solace anything”® Like wherever you turn you‘re just lost and confused and afraid® I mean, I've never felt so lost in every conceivable way before. (MORE) (CONTINUED)

29 CONTINUED: ELICITY (cont'd) (beat) Okay, now help me. Go, start NOEL All right | Well. this is what I think. I think you're missing something very Which 1s perspective. You're forgetting who you are. In the equation. Because you're this... really brilliant, young, creative and insightful woman... with a voige and a point of view. You're thoughtful... and beautiful | And before you let yourself get caught jup the drama of the moment... you‘re gonna be grect. And happier than you’ve ever been. Okay? She looks into his eyes, momentarily transported. In this instant, she actually feels better. FELICITY You think? NOEL I do. ‘l' And they stare for just a beat too long just as she realizes he’s about to kiss her -- that's when her stomach turns -- 1t happens too fast to stop -- Felicity throws up on Noel’s shart. She covers her mouth, horrified. Noel is just frozen. NOEL Well that really. . changed my whole attitude about you FELICITY I'm sorry NOEL It‘s just .. you know. A shirt I've got another one It‘s fine. Vomlt comes out. Suddenly the door bursts open. MEGHAN, a gruff girl wearing all black and dark make-up, moves to her closet. Felicity 1s stunned at the sighting FELICITY Hey, are you Meghan? But Meghan, rifling through the closet, doesn’'t respond. ! (CONTINUED)

30. CONTINUED: (2) Hi, FELICITY I'm Felicaty. NOEL I'm Noel. The R.A.? Meghan’s grabbed the black cap she wanted. She heads out. She’s gone. Alone again, Felicity looks around the room, shakes her head. How the hell did she get here? FADE OUT. END ACT TWO

31 FADE IN: INT KELVIN DORM - LA RY ROOM - DAY The six washers and ers barely fit into the small room. As she folds her clothes, we HEAR her voice- ELICITY (VO) Dear Sally. Things have sort of taken a turn for the worse. From her pile of dried clothes, she pulls out a very sexy negligee that she’s never seen before. perplexed. FELICITY (VO) I didn‘'t get the Ken Sullivan class. 1In fact, of the six electives I applied for, I only got lone of them. INT. PIZZA PALACE - NIGHT Felicity works behind the counter of a pizza joint, where she cuts and serves slices -- carrying piping hot plates across the restaurant. ' - FELICITY (VO) Also, I had to take another job on top of work-study‘because just basic living is about twice as expensive as I imagined. INT. LECTURE ROOM - DAY Mr George returns gradel PATERS to the students Felicity watches as Ben gets his test back He's wvisibly disappointed FELICITY (VO) In terms of the Ben scenario... that's turned out to basically be a cataclysm. Maybe I'm not ready to make my own decisions I don't know. I can’t decide. She then gets her paper back received a 98. Julie sees the number and 1s blown away EXT CAMPUS - DAY Students on their way to and from class A long-haired Junior, KARL, juggles pins on the lawn. Felicity and Julie walk past him. We follow them. (CONTINUED)

32. CONTINUED: - JULIE God, I had no idea you had such a giant brain in there. FELICITY I know, I have a giant brain in there. BEN (OS) Felicity! Felicity turns to see Ben running up to them -- she winces slightly, just feeling so awkward around him: BEN I, uh... I really thought I‘'d nailed that Spenser poem. I thought I'd really grasped the heart of it. But, I got my paper back, and as it turns out, I'm a morxon. JULIE You’'re a moron? a moron! BEN Hey, nice to meet you! - Ben and Julie shake hands, Julie laughs, then heads off. JULIE I’'1ll see you at the caf, I gotta get my card. Ben moves in front of Felicity, stopping her. BEN Here’s the situation: when I look at poetry, I see the words. I mean, I know the words, but 1t doesn’t click. With me. Somehow I don’'t get it. But if you teach verse like I teach pool... I think we're unstoppable She looks into his eyes -- and can’t help but smile. FELICITY So, uh... so what are you... asking? BEN I told you, I'm a moron, but I don’‘t want to remain moronic, I really don’‘t, so would you help--2 R - {CONTINUED)

33 CONTINUED: (2) - FELICITY (too cquickly) Yes. ‘ BEN Okay (unsure) I mean you'lre okay with everything, right® ‘Cause after what you said at the cafeteria-1 Oh... please... BEN Really? FELICITY Don’'t insult me -- I'm perfectly fine with us. 1It’s not a problem at all. I mean 1f it is for you, then your problem. BEN No, no, I‘'m okay, I'm fine. FELICITY Well okay then. We're fine. As they head down the hill toward the cafeteria we HEAR: FELICITY (VO) Things are basically changing minute to minute, AND A MONTAGE BEGINS INT LIBRARY - DAY We move past aisles of books in the stacks, to find Felicity and Ben, sitting near a window i1n a private study nook. She’'s explaining a section of the poem to him. FELICITY (VO) I'm growing so much I've only been here for two weeks and already I'm a different person. Felicity steals a glance at Ben. EXT CAMPUS - DUSK Felicity, Ben and Julie walk across the campus together. (CONTINUED)

34. CONTINUED: - FELICITY (VO) What I mean is, the old me would’ve never been able to let go of my expectations. I mean in terms of Ben. And just let things be. Which I'm totally okay with now. I mean really, surprisingly okay. INT. CAFETERIA - NIGHT Ben and Felicity sit together, reviewing a book. Ben says something that shocks Felicity -- makes her laugh. BEN (VO) *I cannot live with You- / It would be Life- / And Life is over there- / Behind the Shelf”. FELICITY (VO) So what do you think she‘’s saying there? INT. FELICITY'S ROOM - DAY Felicity sits on her béd, Ben lies across it. MUSIC FADES, END MONTAGE. BEN Well... we could look at “Life” as just life... being alive... Or maybe she means eternal life. (beat) Maybe she’s talking about Heaven. Felicity watches Ben carefully. He looks up at her -- and for a moment, it‘'s like she’s reading his mind. FELICIT: Maybe both. BEN How come you never went to any parties in high school? FELICITY I... went to a couple. Just 1n case you weren‘t there on awards day: I didn‘t exactly win “"Most (beat, wainces) Oh God. You did, didn‘t you? You actually won Most Popular. ~— BEN Those things are just stupid. (CONTINUED)

35. CONTINUED: ‘ ‘ ® I A KNOCK at the door. FELICITY Come in! Noel opens the door +- sees Ben -- he’s carrying a brown paper bag. NOEL Hey! Got you this. throws her the bag -- she opens it, pulls out a small a2 medicine package. NOEL Dr. McGrath's Elixir. For when you drink too much, keeps you from vomiting on your R.A.. Without Ben seeing, Felicity gestures to Noel as she talks: “Get out of here!” FERICITY You really have to do that, Noel, but thanks! And Noel understands: this 1is Ben. NOEL It was... don’'t worry about it. So... okay. see va. And he leaves. Felicity goes back to work. BEN Hey, I know we talked about tomorrow afternoon, but that guy Sean asked me to help him with something-- fELICITY (disappointed) Oh... that‘s okay.. BEN So is tomorrow night all right? Suddenly the door opens again. It's Noel, and he’s anncyed NOEL By the way, have you done the calendar yet or not? (CONTINUED)

36. CONTINUED: (2) . FELICITY What? NOEL You’'re doing the floor calendar for next month, right? FELICITY Don‘t I have two weeks for that? This is Noel. This is Ben. The guys shake hands. BEN How's it going? NOEL Good, thanks. (to Felicity) I just... wanted to make sure you’'re on top of it. Felicity stares fiercely at Noel, as if she’s gonna kill him. FELICITY (teeth clenched) I'm on top of it. NOEL {annoyed) Okay. I was just checking. And Noel leaves. FELICITY Sorry about that -- I'm supposed to work with Julie tomorrow night. The door opens again -- 1t’'s Noel. Felicity believe 1t. Noel just smiles. NOEL This one was just to bug you. Okay. My job’s done now, bye. He closes the door again. Felicity goes to lock it. BEN The on Friday and we all have the same class. Maybe the three of us could go out. think... Julie‘’d be okay with that? ] (CONTINUED)

CONTINUED- (3) 1 i ELICITY She‘d be great with that BEN Really> | INT. CAFETERIA - DAY Felicity and Julie at;the salad bar: JULIE No no no, you two go on your own. | ELICITY You and I already have JULIE Just because you're really smart mean I'm a dunce, I can study on my own -- besides, I can tell that you like him. FELICITY What?'! Julie, yeah, I like him, but like friends! We have a friendship! We're buddies. We're studying partners. Two students at the same college. . JULIE Please stop describing what you guys are. I just really hate being the third wheel. Can you understand that? FELICITY Why> Three wheels are a tricycle. 1It's the fifth wheel you don’t want to be. That’s the pointless wheel And you could never be pointless. In fact, if anything, I think you two would be a great couple. JULIE Really? FELICITY (uncertain beat) My point 1is, the three of us really need to study That's all 1t 1is No big deal. JULIE That’'s true Okay I guess I wouldn‘'t mind being a tricycle

38. INT. FELICITY'S ROOM - NIGHT The closet door opens Felicity angles the mirror to check her outfit. She doesn't like what she sees. She returns to the closet, finds another top, begins to change. The phone RINGS. She answers mid-shirt-change. FELICITY Hello? PETER (VO) Felicity, it's Dad. Ssk= stops for a roment -- she hardens. FELICITY Hi. INTERCUT/INT. PORTER HOUSE - NIGHT Peter and Barbara stand together in the kitchen. PETER Your mother and I have talked long and hard, and we realize that it’s impossible to make a real impact from far away. FELICITY I'm not going home. PETER We'’'re coming to New York. Felicity freezes. PETER This Sunday. We'll have brunch and discuss everything in person. Could you keep the afternoon free? FELICITY Dad, I've made this choice and I've never felt better about 1t, okay? So coming here is just a waste of time. PETER We'll talk about wasting time on Sunday. INT. THE EPSTIEN BAR - NIGHT A local town hangout. There's the college crowd, and the tougher “local” crowd. (CONTINUED)