KEENE BUT, K.O. ---HOW CAN I THINK OF ANYONE ELSE BUT YOU ? Chapter One: “ONCE UPON A TIME IN NEW written by Roberto Aguirre-Sacasa & Michael Grassi Based on characters appearing in Archie Comics Publications PILOT NETWORK DRAFT 1-17-19 ARCHIE COMICS BERLANTI PRODUCTIONS WARNER BROS. TELEVISION DEFY ©2019 Warner Bros. Entertainment Inc. This script is the property of Warner Bros. Entertainment Inc. No portion of this script may be performed, reproduced or used by any means, or disclosed to, quoted or published in any medium without the prior written consent of Warner Bros. Entertainment Inc. Sides by Breakdown Services - Actors Access

Cast of Characters GLORIA GRANDBILT K.O. KELLY Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 ACT ONE: LIGHTS, BIG CITY” OVER BLACK, the sound of a sewing machine: TKA-TKA-TKA —- INT. APARTMENT ON THE LOWER EAST SIDE - FLASHBACK 1 We're in a sparse, but well-kept apartment. A young mother, RATHERINE KEENE, sits at her sewing machine, making a dress. Her toddler daughter, KATY, is on her lap. KATY (V.0.) For a city that never sleeps, New York has a lot of dreamers. My mom was one of them. A woman of secret ambition. She wanted the clothes she made to be sold in a fancy department store on Fifth Avenue... We see that Katherine’s teaching her daughter to sew... KATY (V.0.) She used the same machine her mother had. Now, I use it... INT. THE APARTMENT - LIVING ROOM - DAWN-ISH - THE PRESENT 2 KATY (V.0.) ...and I've got my own dreams and ambitions. A YOUNG WOMAN in her 20s sits at the same SEWING MACHINE, focused on finishing & DRESS. A needle hangs from her mouth like a toothpick. She’s surrounded by piles of fabrics and supplies. The room around her is an explosion of creativity. KATY (V.O.) My mom’s name was Katherine. I was named after her -- From off screen we hear a groggy, sexy MALE VOICE —- KO (0.8.) Katy? Did you seriously stay up all night again? In a star-making CLOSE-UP, our girl, KATY KEENE, turns and smiles. She’s looking at KO KELLY (20s, semi-pro boxer). Emerging shirtless, in his boxers, incredible body, he kisses Raty good morning —- (CONTINUED) 1. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 2 CONTINUED: 2 KATY I promised Ginger I’d have it ready for tonight —- and I still want to add some piping and detail to the sleeves, but -- what do you think? Katy holds up the dress -- it‘s gorgeous —-— KO It’s gorgeous. Like you. (she smiles) Seriously, Katy, you’ve gotta start charging for these. Or apply to go on that show again —-— KATY I've already been rejected from “Project Runway” five times He wraps his arms —— hi, biceps! —— around her —- XO Hey, call in sick. We'll take the A- train out to Coney Island, ride the Ferris wheel, eat Nathan’s hotdogs, get sexy under the boardwalk —- Katy and KO kiss —- KATY Tempting -- (quieter, faster:) -- as anything that involves getting sexy with you is -~- -— but don’t forget, my new roomie gets here today -- and I want to see Gloria will have lunch with me so I can ask her about -- Katy‘’s phone goes off —— KO Speak of the Gucci-wearing devil --— KATY Impossible. It’s too early, even for —- (she answers) Hello? Gloria? (she listens, then:) I’m on my way --— Katy hangs up -- (CONTINUED) 2. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 3. CONTINUED: (2) 2 KO KATY (CONT'D) Let me guess: It’s a fashion I’'m sorry, KO, it’s a fashion emergency -- emergency, I gotta go —— Katy dashes off to get ready, then dashes back to hug KO —- KATY (CONT'D) Hey -- I love you —— KO I love you, too —-- As they kiss, WE “Fashion” by Lady Gaga: “Oh oh, la la la/J'adore Vivienne habillez moi/Gucci, Fendi, et Prada. Valentino, Armani too. I love them Jimmy Choo...” EXT. 5TH AVENUE - MORNING 3 behind an impeccably dressed Katy Keene as she hurries down the crowded, store-lined boulevard -- “Fashion put it all on me/Don't you want to see these clothes on me/Fashion put it all on me/I am anyone you want me to be...” Finally, Katy pauses in front of A DEPARTMENT STORE WINDOW DISPLAY in the process of being dressed —-- “J'adore Weitzman habillez moi Louis, Dolce Gabbana, Alexander McQueen, eh oh, I love those Manolo” —-- In the reflection, we see Katy’s eyes widen with wonder as she takes in the fabrics, the mannequins, the clothes -- She smiles —- KATY Never gets old —- She waves at the man in charge of the window display. Let’s call him HARVEY FIERSTEIN. Frazzled, he smiles back at Katy -~ even as she pushes into LACY’S REVOLVING DOOR -- INT. LACY'S DEPARTMENT STORE -~ DAY 4 Katy maneuvers the hectic wonderland that is LACY’S DEPARTMENT STORE. Think -- old-school, grand. The Ground Floor sparkles with cosmetics, fragrances, accessoriles, sales associates, and (even so early) demanding customers Katy rushes to her post, where a swarm of fashionable interns and assistants, the so-called “GLORIA’S GIRLS,” including AMANDA, Katie’s arch-rival, touch up their makeup, getting ready for the day —- KATY Has anyone seen Gloria? Amanda? (CONTINUED) Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT “Once Upon a Time in New York" Network Draft 1/17/19 4 CONTINUED: 4 AMANDA A VIP client’s coming in, and she’s picking her No. 2 for the day, though I have no idea why we go through this charade, since there’s only one swan amongst you hideous ducklings -- As if on CUE, GLORIA GRANDBILT (40s, impeccable, glamorous) arrives, making a diva entrance -- GLORTA Katy, thank Dior. Alexandra Cabot, heiress to the Cabot Media Empire, is moments from coming in, and I’'d like you to assist me Amanda glowers, but Katy doesn’t miss a beat -- KATY I'11l get the Chanel Flap bag, the new Givenchy gowns, Alaia blouses, Céline sunglasses, every Yeezy piece in the store —— I'll also chill the Dom Pérignon and get three earl grey macarons plated -- Oh, and shoes, lots of shoes GLORIA (focused, admonishing) Hurry, Katy -- (then:) Amanda? Where’s my Amanda? AMANDA (the sun is shining!) I'm here, GLORIA Can you and the other girls stay out of my and Katy’'s way, please? I'd so appreciate that. 5 INT. LACY’S DEPARTMENT STORE - MOMENTS LATER 5 Katy is pulling clothes off racks at a fever pace —- through some hanging blouses, she sees —-- ALEXANDRA CABOT (20s, powerful, with a white streak in her hair) strutting in. Gloria greets her with air kisses and gestures to a luxurious private CHANGING SUITE. After Alexandra disappears into it, Gloria hurries over to Katy -- (CONTINUED) 4. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT Upon a Time in New York" Network Draft 1/17/19 5 CONTINUED: 5 GLORIA By the looks of it, dropped a dress size, no doubt she’s intermittent fasting again -- KATY If she’'s feeling good, maybe I should also pull bathing suits she does vacation twice a month —— At which point, Alexandra pops her head from out of the Changing Room, sipping bubbly -- ALEXANDRA Gloria? You don’t have those Palazzo Pumps in my size, do you? GLORIA For you, Xandra? Of course. Gloria eyes Katy, get cracking, turns back to Alexandra -- GLORIA (CONT'D) By the way, how's that adorable Siamese cat of yours doing these days? Sebastian, isn’t it? OFF Katy, literally sprinting, on the hunt —- 6 INT. LACY’S DEPARTMENT STORE - STOCKROOM - DAY 6 Katy frantically searches for ONE shoebox amongst thousands of boxes. Three of Gloria’s Girls are there, including Amanda, taking a break, drinking, dishing. KATY Hey, have any of you seen the Palazzo Pump in a size seven? The system says one pair left —- AMANDA (to the other girls) Oh, that explains it. KATY (already over it) Explains what, Amanda? AMANDA Why Gloria picked you over me. She wanted a hound who would fetch for her. And I don’t do fetching. (CONTINUED) 5. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 6. 6 CONTINUED: 6 Katy is about to get into it with Amanda, when suddenly, she remembers something and once again dashes off —- 7 INT, LACY’S DEPARTMENT STORE - WINDOW DISPLAY - SAME TIME 7 Katy backtracks to the window display Harvey’s assembling -- KATY Harvey, did you take the size seven Palazzo Pumps for your window? HARVEY As a matter of fact —- But Raty’s already spotted them -- and is grabbing them -- KATY I'msorry,Harvey,Ihavetotakethese, it’safashionemergency,I’llmakeitup toyou! HARVEY Go. May they make their new owner very, very happy. 8 INT. LACY'S DEPARTMENT STORE — CHANGING SUITE - SAME TIME 8 Gloria delicately zips up the dress Alexandra’s tried on -- GLORIA This dress was made for you. And I mean that quite literally. I ran into Stella McCartney at Milan Fashion Week, and she told me she had your figure in mind when she designed it. ALEXANDRA I’'11 just have to get it, then. (then) Any luck with the Versace? Katy seems to appear out of nowhere and effortlessly slips the Versace Palazzo PUMP onto Alexandra’s foot -- ALEXANDRA (CONT‘D) Perfect fit. Katy exhales relief, wiping actual sweat off her brow. OFF Alexandra’s sparkling new pump, WE CUT TO —- Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 10 11 INT. LACY'S DEPARTMENT STORE ~ LATER 9 Katy and Gloria, waving goodbye to Alexandra, as she walks off, holding a dozen glossy LACY'S SHOPPING BAGS —- GLORIA Well, that wasn’t so difficult. KATY Not at all. A total breeze. Gloria starts to move, but Katy stops her with —- KATY (CONT'D) Gloria. I was wondering if we could have lunch today. To talk about the new Personal Shopper position -- if you have time. GLORIA (an imperious beat, then:) Lacy’'s Café in ten. Order me a Waldorf salad with a side of frittes and have it waiting for me by the time I get there. Gloria‘s off. As Katy catches her breath —- WE PRE-LAP the iconic, super-loud HISSING of a BUS DOOR OPENING as -- INT. PORT AUTHORITY BUS TERMINAL - DAY 10 JOSIE McCOY (eeceeeek!!!) steps off a BUS and into the utter, glorious chaos that is New York City! A melting pot of commuters, business people, tourists, students -- from every corner of the world -~ Josie looks around, gets a passersby's attention -- JOSIE Excuse me, do you know where I can catch the A-train? The PERSON grunts, vaguely points in some direction -- Josie goes that way, toting her leopard print luggage behind her -- INT. LACY’S DEPARTMENT STORE - LACY’'S CAFE - NOON 11 A restaurant on Lacy's Seventh Floor (aka Heaven). Katy waits for Gloria at a table for two, their lunches perfectly laid out. Gloria takes her seat and immediately starts eating -- GLORIA I don’t have much time, Raty. (CONTINUED) Sides by Breakdown Services - Actors Access

KATY KEENE -~ PILOT 11 CONTINUED: KATY Then I’1ll dive right in: I’ve been agsisting you for three years now —- three amazing years -- and I feel like I'm ready to be Lacy’s newest Personal Shopper. GLORIA And what makes you “feel” that? KATY I have the highest sales record of any of the other girls on your team. I know every item of clothing in this store, inside out, down to the stitch and lining —- GLORTA (an accusation) Some of the Girls tell me you want to be a designer. That you actually make clothes. (Raty swallows...) Being a Personal Shopper at Lacy’s isn’t some side-hustle or stepping stone —-- it’s a career. I'm not interested in promoting someone whose focus is split. Back in my day, Lacy’s would only employ single girls. Husbands and children were seen as distractions. Of course, we can't say that nowadays, but I need people like myself: Committed. One hundred percent. When I die, I want them to scatter my ashes here in Lacy’s. KATY Gloria -- yes, I make clothes, but that’s just for me. GLORIA What about that bruiser you date? KATY KO knows how important Lacy’s is to me. That it’s the most important thing. GLORIA (regards Katy, then:) You do have the right disposition. You know the clothes, that's true. (MORE) "Once Upon a Time in New York" Network Draft 1/17/19 11 (CONTINUED) 8. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 11 CONTINUED: "Once Upon a Time in New York" Network Draft 1/17/19 (2) GLORIA (CONT'D) You understand how they’re made, how they fit. And, unlike most of the girls I hire, you're not deathly allergic to hard work. I suppose that’s due to your -—- (not good at emotions:) Humble upbringing. KATY (breathless) Does that mean...I have the job? GLORIA It means, I'm tasking you with a special assignment. Prince Errol Swoon is coming to the store tomorrow night to shop for the Met Gala. It’s a crucial opportunity for us to make our numbers this year. (sotto voice) With more people buying online -- the barbarians -- OUr revenue has taken a hit. Rumors are circulating that Lacy'’s might shutter or be bought out. KATY That can’t happen GLORIA No, that's why it's more important than ever that my staff be completely devoted to the store -- and why we must make the most of Prince Errol’s royal visit tomorrow. Our jobs -- the very future of Lacy’s —— depend on it. Have I made myself clear? KATY Yes, Gloria. As clear as the Baccarat crystal we sell on the 6th Floor, our House Beautiful department. GLORIA Impress me, Katy. Prove that you're the créme de la créme of my Girls, and the Personal Shopper position is yours. (wipes her mouth) (MORE) 11 (CONTINUED) 9. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 11 12 13 CONTINUED: (3) 11 GLORIA (CONT'D) And remember, with customers like Prince Exrrol, there’s zero margin for error. Gloria drops her napkin and strides off, passing Amanda, who holds her lunch tray, she heard it all... Katy allows herself to bask in the moment —— until her phone buzzes with a text KATY Ohmigod -- Josie —- EXT. LOPEZ DELI GROCERY - DAY 12 Josie ig sitting on her luggage, waiting in front of a pre- war APARTMENT BUILDING with a classic New York BODEGA on the ground-floor -- KATY (0.S.) -- Josie? Josie McCoy?? Josie turns to find Katy rushing towards her —- JOSIE -— Katy Keene?! Katy folds Josie into a TIGHT HUG —- and an iconic friendship is born! JOSIE (CONT'D) -- I've heard so much about you, it feels like I'm meeting a celebrity! KATY Any friend of Veronica Lodge’s is a friend of mine -- I'm so sorry I was late -- here, let me help you with your bags (up our four-story walk-up) —— INT. THE APARTMENT - DAY 13 They burst into the apartment, out of breath —- KATY ~- this is it! Home sweet home! Josie takes in the small space, filled with mannequin forms, dresses, fabrics, the sewing machine Katy was working on earlier. “Art” (framed magazine cutouts, damaged paintings) hangs on every inch of every wall -- (CONTINUED) 10. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 13 14 CONTINUED: INT. LOPEZ KATY (CONT'D) I have the room on the left. Jorge hag the big room down the hall because his parents own the building and the bodega —- JOSIE And is this room —- ? KATY Yours, yes -- and, although we have to walk through here to get to the kitchen, this room gets the best light -- I'11 move the sewing machine to my room -- and the couch is a pull-out -- I hope this is gonna be ckay? JOSIE As long as it doesn’t have rats or cockroaches -- KATY Not usually, but I’'d shake your shoes out before putting them on —- (what am I thinking?? Omigod, you must be starved. The bodega downstairs has the best sandwiches —- and you can meet —- DELI GROCERY ~ DAY KATY -- Jorge, this is our new roommate, Josie McCoy -— Josie, this is Jorge Lopez —— "Once Upon a Time in New York" Network Draft 1/17/19 13 14 Like every bodega in New York, this shop’s tiny, yet manages to sell everything. Katy and Josie stand in front of the SANDWICH COUNTER, manned by JORGE LOPEZ JORGE Hey, welcome to the Center of the Universe —- and the most rico sandwiches in Washington Heights KATY Can we get a couple of classics to go, Jorge? And can you take a break? I wanna show Josie the secret park -- (208, cute) —- (CONTINUED) 11, Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 14 15 CONTINUED: JORGE No, Girl, I’'m working at the bar tonight -~ and I gotta prep for an audition tomorrow —- JOSIE Och, for what? JORGE Remember the movie “Mannequin”? They’re turning that into a Broadway musical & la “Mean Girls” and “Pretty Woman” -- "Once Upon a Time in New York" Network Draft 1/17/19 14 Smiles all around as Jorge hands the girls sandwiches -- KATY (PRE-LAF) I want to know everything —- EXT. BENEATH THE GW BRIDGE - DAY 15 Katy and Josie eat sandwiches, locking at THE LITTLE RED LIGHTHOUSE beneath the George Washington Bridge RATY Veronica tells me you’re destined to be the next Diana Ross. JOSIE Well, Veronica is very generous. I'd been thinking about moving to New York for awhile. Finally got the nerve to pack up and take the risk. (manifestings:) So now here. To record an album and get signed by a label. Make my crazy, wish-upon-a-star, kiss-my- Whitney-poster-goodnight dreams come true -- whatever it takes. (then:) How ‘bout you? All those clothes in the apartment, did you -- ? KATY —— T made them. On my mom's sewing machine. I should upgrade, but I can’t bring myself to do it. Ever since she passed away, it...helps me feel close to her. (CONTINUED) 12. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 15 16 CONTINUED: At Lacy's, JOSIE I think that’s nice. And you're, like, a legit designer? KATY (laughs) No. God no. That’s -- the pipe dream. I chose a slightly more sensible career path -- one that pays the bills and keeps me close to all things couture -- "Once Upon a Time in New York" Network Draft 1/17/19 15 JOSIE KATY (CONT'D) right -- on Fifth, yeah —- KATY (CONT'D) —- I assist Gloria Grandbilt, world- class Personal Shopper to the rich, fabulous, and entitled. Which may not sound glamorous, but it is. Shoppers become Buyers, which means going to Paris Fashion Week. Being invited to all the shows, meeting all the designers -- it’s a dream job. Any fashion girl in New York would kill for it. JOSIE Sounds like you’re living a “Devil Wears Prada” fairy tale. Meanwhile, I need to start canvagsing the town with resumes for any job, stat —- KATY That’s an excellent plan -- for tomorrow. Tonight, I'm taking you out to meet the gang -- EXT. THE BALLROOM - NIGHT 16 A LONG LINE outside a CLUB in the East Village -- Katy pulls Josie (both in freakum dresses) to the front -- KATY Come on, follow me -- Katy grabs the hot bouncer and kisses him -- it’s KO Kelly! KATY (CONT’'D) Josie, this is my boyfriend, KO Relly -- (CONTINUED) 13. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 16 17 CONTINUED: 16 JOSIE Hey, it’s nice to meet you —- KO You, too, welcome to NYC -~ (then, to KRaty:) So? What happened? Did she give you the job?? KATY Not yet, Gloria’s making me sweat for it —- KO I'm about to finish my shift, tell me about it inside KO pulls Katy in for one more kiss, then lets the girls in —- INT. THE BALLROOM ~ NIGHT 17 Katy and Josie descend the dark, thumping STAIRWELL into —- AN INSANE DANCE PARTY packed with DIVERSE TWENTY-SOMETHINGS. Guys vogue and make out with guys (some shirtless), girls with girls (some in sports bras), girls with guys, guys with drag queens —-- and every gender (and genderqueer person) in between, drenched with sweat, living their best lives! Josie and Katy literally need to shove people to get to the bar —- JOSIE Is his name KO because he knocks you out with his hotness? KATY (laughs) It’s his nickname, he’s a boxer —- JOSIE Been there. I get the appeal -- (then:) So when you said we were going to The Ballroom, this is not what I pictured -- KATY Yeah, a few warnings: The bathroom stalls don’t have doors, that’s the Dark Room (never to be entered), and steer clear of the bartender who looks like Troye Sivan, she’ll just try to sell you stuff —- (CONTINUED) 14. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York” Network Draft 1/17/19 17 CONTINUED: 17 JOSIE Jingle-jangle? Fizzle Rocks? KATY I have no idea what you just said -- Before Josie can explain, Katy spots PEPPER SMITH (20s) -- they rush towards each other —- PEPPER KATY (CONT'D) Omigawd, heyyyyyyy -- Well, well, well, look who it is! KATY (CONT'D) Pepper, I want you to meet Josie, she just moved here five minutes ago JOSIE Can I just say, I am obsessed with your bag -- PEPPER Obvi, Katy made it -- it’s actually how we met. I spotted her carrying it in Greenwich Village and just had to have it -- so I bought it -- KATY PEPPER (CONT'D) Technically, you never And we've been friends ever actually paid me —- since! KATY -— where have you been, Girl?? PEPPER Don‘t get me started, Girl -- I was at Art Basel with Childish Gambino, lining up investors for my top secret project -- and don’t ask me what it is, Josie, because I can’t breathe a word of it until all my financing is in place -- JOSIE -- can I at least ask what you do? PEPPER We-ell, I just gave a Ted Talk on the feminist power of Snapchat; I wrote this week’s Modern Love column in the Times; (MORE ) (CONTINUED) 15. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 17 CONTINUED: (2) 17 PEPPER (CONT'D) earlier this year, I shot an indie movie with Kristen Stewart and Lupita Nyong'o; I modeled for a shoot in Mexico City with Mario Testino; I have a YA trilogy in the works; and YouTube Red wants to do a reality show about my life (but I would never) -- KATY In other words, Pepper is the most connected person in New York and she’ll introduce you to everyone that’s anyone -- PEPPER Damn straight -- Hey, you two look va-va-voom —— do a twirl for me -- The girls oblige as the LIGHTS go out —- and KO Kelly joins them, nestling next to Katy —- KATY Oocooh, just in time, Babe -- suddenly, a SPOT hits the stage, illuminating a stunning drag queen -- GINGER! Wearing the DRESS Katy was making earlier! KO Yo! KRaty made that dress! PEPPER I'm gagged. I need one. But shorter. And backless. Like a proud mama, Katy (and everyone) screams for Ginger as she performs the most epic, show-stopping medley of all time, which includes ”“Rainbow High” from Evita, “Material Girl” by Madonna, and “Diamonds” by Ribanna. Josie's agog -- JOSIE Who. Is. That? KATY our roommate, Jorge also know as Ginger Lopez —-— JOSIE Damn. She’s beautiful. KATY Okay, we’re dancing now -- (CONTINUED) 16. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 17 18 CONTINUED: (3) 17 The GIRLS hit the dance floor for a SEQUENCE! Their fun is interrupted by a CREEPY DUDE. He tries to dance up on Josie, who sidesteps to avoid him -- JOSIE Back off -- I’'m not interested -- Creepy Dude tries again -- KO grabs him by the shoulder -- KO CREEPY DUDE You heard the lady Don’t fucking touch me, Man -- WHACK! -- KO punches the guy just as Ginger rushes up —-- GINGER Come on, we gotta go -- everybody’s gotta go -- the bar’s on fire, come on JOSIE I agree, this place is 1lit —- GINGER No, IT’S ACTUALLY ON FIRE GO, Go, GO —- A SHRILL AMARM sounds as the bar fills with SMORE -- KO grabs the FIRE EXTINGUISHER, ushering everyone out -- WE SMASH TO: EXT. THE BALLROOM - NIGHT 18 Raty, Josie, Pepper, Ginger stand amidst the rest of the evacuated clubbers, gabbing on the sidewalk. Typical New Yorkers, no one seems particularly fazed. KO arrives --— KO They’re saying it was a grease fire -- KATY Does The Ballroom even serve food? JOSIE Well, Ginger was serving fish tonight -- and yes, I watch Drag Race —- Ginger snaps -- you know it —— as a FIRETRUCK PULLS UP —- PEPPER My my my, break me off a piece of Mr. September, October, November, all the way through to August —- (CONTINUED) 17. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 18 CONTINUED: 18 SLOW MOTION as some HOT FIREFIGHTERS leap into action, including BERNARDO, who locks eyes with Ginger -- GINGER Heyyy. You came to the right place, ‘cause this girl is on fuego —- BERNARDO (smiles) I've never heard that before. He keeps walking past -- all the girls turn to check Bernardo (and the other firefighters) out —- JOSIE (having a blast!) Is this what it’s like every night? GINGER (oh, pleasel!l) Girl, it’s only Tuesday —- KATY (but basically, yes!) Welcome to New York -- OFF this moment, these friends, WE SLAM TO OUR TITLE: KATY KEENE END OF ACT ONE 18. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 19 20 21 ACT TWO: “I HOPE I GET IT” EXT. CONEY ISLAND - BOARDWALK -~ FLASHBACK 19 A high-school-aged KO and KATY are waiting in line for a ride... KATY (V.O.) RO Kelly told me his life’s goal on our first date when we were sixteen: To fight a welterweight championship in Madison Square Garden. KO and Katy reach the front of the line and get on one of the Wonder Wheel’s GONDOLAS. KATY (V.O.) That day, I fell in love with KO on the Wonder Wheel... INT. THE APARTMENT - KATY'S BEDROOM - THE NEXT MORNING 20 Katy’s asleep, her leg flopped over KO (also asleep). It’'s a tight squeeze in her small double bed... KATY (V.0.) ...and we've been together ever since. She stirs awake and sees her ALARM CLOCK -- 7:43 AM -- FUCK —— KATY Oh, crap —- I gannot be late -- In a panic, she jumps out of bed to get ready -- INT. THE APARTMENT - LIVING ROOM - MORNING 21 on the pull-out bed, Josie wakes up to morning PANDEMONIUM as Katy and Jorge rush to get ready -- clothes, hairdryers, hairspray, makeup -- KATY JORGE Jorge, did you borrow my I put it back in your room —- diffuser? I can’t find my eye de-puffer anywhere -- KATY JORGE (CONT'D) I saw it iIn the kitchen, by Found it! the toaster oven -- Josie 'smiles -- she’s exactly where she wants to be —- and whips off her comforter to start her day -- 19. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT “"Once Upon a Time in New York" Network Draft 1/17/19 22 23 24 25 26 INT. SUBWAY - DAY 22 Josie rides a crowded SUBWAY CAR, packed as tightly as a sardine can, circling classified ads in “The Village Voice,” kicking us into a FUN MUSICAL MONTAGE: Josie drops off resumes at: Serendipity 3, the Strand Bookstore, CBGB, Gray’'s Papaya, and finally —- INT. RAY'S PIZZA - DAY 23 Josie, with a big smile, hands a resume to RAY —-— RAY I'm staffed up, but I'll let you know if anything comes up —- INT. DUNKIN’' DONUTS -~ DAY 24 Josie’s in line for a coffee and spots a “HELP WANTED” sign. She contemplates it for a second, but then dismisses it —- JOSTE Not that desperate... EXT. ALPHABET CITY - AFTERNOON 25 Holding an XL Dunkin’ Donuts coffee, Josie studies her map and turns it around —- navigating the sketchy area, when -- a MUGGER tries to grab her bagl!! JOSIE What the -- HEY!! -- The mugger pulls out a KNIFE -~ but then Josie flicks open a SWITCH-BLADE —- Josie's dead serious when she says —- JOSIE (CONT'D) You don’t want to mess with me, from Riverdale —— His face flashes with fear, but then an ACCOMPLICE comes up behind Josie, snatches her bag, bolts -- Josie tries chasing after him, but it’s too late —- they’re both long gone -- INT. LACY’S DEPARTMENT STORE - DAY 26 Katy holds a meeting with Gloria’s Girls, including Amanda. She’s prepared a BRISTOL BOARD PRESENTATION of Prince Errol. Photos from Vanity Flair and the like. Gloria observes... KATY As we all know, Prince Errol is the rebel of the royal family, and the same applies to his taste in suits. (MORE ) (CONTINUED) 20. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 26 27 CONTINUED: "Once Upon a Time in New York" Network Draft KATY (CONT'D) He likes a slimmer, more contemporary fit. Dior Homme is dropping off their best, one-of-a-kind selections today. We’ll also have backups from Ferragamo, Tom Ford, and Prada. That’s for the Met Gala. Now, since we’ll have him in the store -- and we know he’s often spotted riding —- we’ll show him our Hermés equestrian gear. For hunting trips, Holland & Holland tweeds. Also, let’s have Brunello Cucinelli’s fall collection front-and- center. I haven’t seen the Prince wear Cucinelli yet, but remember Gloria’s Golden Rule: Always introduce the cugtomer to something new. Now -- (then, clapping her hands) Let’'s get started! 1/17/19 26 Gloria nods at Katy, stoically impressed -- and moves off with the rest of the Girls. Amanda and Katy are left alone. AMANDA It should be me helping the Prince, not you. I mean, have you even been to Europe? KATY Amanda, can you just find out if Prince Errol’s coming alone? AMANDA I already did because I'm fucking excellent at my job —-- and a team player. The Hottie Prince will be flying solo. KATY Great. So we can focus all our energy on him. Thank you, Amanda. AMANDA If you need anything else, I’11 be in the Beauty Department applying diamond serum. As Amanda moves off, her smile quickly fades. Uh-oh. PRE-LAP: DING! INT. THE PLAZA HOTEL - LOBBY - DAY 27 Pepper steps off the elevator and crosses the lobby like she owns the place. The employees light up when they see her —- (CONTINUED) 21. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 27 CONTINUED: 27 FRONT DESK CLERK Afternoon, Ms. Smith! PEPPER Hi, Didi, love your hair today. VALET Good afternoon, Ms. Smith, your car’'s waiting for you -- where shall I tell them you’re going? PEPPER The definition of a power lunch, Mick -- Café des Artistes, please Pepper exits the LOBBY to a waiting TOWN CAR —-— PEPPER (PRE-LAP) Close your eyes. Imagine this... 28 INT. CAFE DES ARTISTES - DAY 28 Over lunch and stiff drinks, Pepper sits across from CHAD (20’s, hunky Wall Street type), eyes half-closed —- PEPPER An art gallery. A black box theatre. Live music venue. Runway. Atelier. Recording studio. Photography studio. Dance club. And beyond -- all behind one, exclusive door. I want to open my generation’s version of Andy Warhol's Factory. It’s always been my dream to curate a utopia where artists can come together to create, collaborate, and party. Now, it’s still hush-hush, but I’ve locked in Childish Gambino to be my first artist-in-residence -- (off-handedly:) -— and all I need from you is an investment loan of five million dollars. CHAD (smirks) Look, Pepper, I like the idea. And I love Donald Glover. But if I'm going to invest, I need to know you’ve found the right space. In New York, it’s all about where. (CONTINUED) 22. Sides by Breakdown Services - Actors Access

KATY KEENE -~ PILOT "Once Upon a Time in New York" Network Draft 1/17/19 28 29 CONTINUED: 28 PEPPER I have a location in mind. CHAD Good. Lock it down. Then I’11 consider backing you. In the meantime -- (he leans forward) -- wanna do some coke in the bathroom? PEPPER (leaning forward) What is this, the eighties? A WAITER drops off the bill; Chad reaches for it, but Pepper puts her hand on it first -- PEPPER (CONT'D) Please. Let me. And then, Chad... (flashing a wicked grin) ...we can make it snow in the bathroom. Chad smiles, as Pepper winks and pays with crisp bills -- INT. SUBWAY STATION - AFTERNOON 29 Josie looks left, then right, then goes for it -- she jumps over the subway turnstile —- phew. THEN WE CUT TO: THE PLATFORM, which is JAM-PACKED with COMMUTERS -- Josie’'s trying to wade through the crowd -~ (NOTE: Think of this as the NYC version of the traffic jam in “La La Land”) The SUBWAY arrives, and Josie tries to squeeze into the car, but the doors close on her face —- leaving her completely dejected and alone on the platform. Worst. Day. Ever. Behind her, a FEMALE BUSKER (30s) plays Spanish guitar. Josie smiles at her —- the Busker takes a break from playing -- BUSKER New to the city? JOSIE It’s that obvious, huh? BUSKER Only because I was you, once upon a time in New York. Moved here from Omaha fifteen years ago -- been living the dream ever since. (off Josie’s look) Hey, if you love something enough, you find a way to do it, right? For me, this ig it. (CONTINUED) 23. Sides by Breakdown Services - Actors Access

KATY KEENE -~ PILOT "Once Upon a Time in New York" Network Draft 1/17/19 29 CONTINUED: 28 She starts playing again, and this time, Josie joins in with some dulcet vocals —- and it’s a moment of grace amidst the city’s tumult. The pair sounds incredible. As they continue to perform, ALEXANDER CABOT III (20s, impossibly handsome) approaches, intrigued -- and WE CUT TO: Moments later. Josie’s waiting on the platform. As Alexander walks over to her -- ATEXANDER Your voice ig the freshest I've heard in a long time —-— JOSIE Look, Pal, I just got mugged -- so don't even Josie turns away, she’s not interested in getting hit on right now -- but Alex is persistent —-— ATLEXANDER Sorry to hear that. And I know this is gonna sound like a line, but it’s not. I'm in the music business. I work for a label and we’'re looking for new talent. Do you also write, or -- JOSTE (come on, man) Seriously, I will push you in front of the subway —- (but he seems genuine...) Not that it’s any of your business, but I write, I compose, I perform, I play piano, I de it all. ALEXANDER In that case (pulling a card out) I'm Alexander Cabot -- JOSIE Against my better judgement: Josie McCoy. ALEXANDER Jogie McCoy, do you know where the Power Station Recording Studio is? (CONTINUED) 24. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York"” Network Draft 1/17/19 29 30 CONTINUED: (2) 29 JOSIE (uhm...) You mean where Whitney and Madonna recorded their biggest hits? ATEXANDER Can you meet me there tomorrow? And be ready to sing. Something original. OFF Josie -- still skeptical, but if there’s even the slightest chance this guy’s legit -- DANCE CAPTAIN (PRE-LAP) AND FIVE, SIX, SEVEN, EIGHT —- INT. BROADWAY THEATER - AFTERNOON 30 We drop right into Jorge’s brutal audition for “Mannequin.” Think “A Chorus Line.” Toned hopefuls dancing in unison. Jorge’s killing the choreography, but so is everyone else —-- DANCE CAPTAIN Again -- turn, turn, kick, step, pivot, turn -- walk, walk, walk, KICK -~ you got it?? -- and five, six, seven, eight -- keep it gharp -- Jorge is pushing as hard as he can, drenched in sweat. He finishes the choreography with a flourish. The DIRECTOR, in the audience, takes off his glasses —- DIRECTOR Anil, Preston, Red Headband, Blue Shorts -- stage left, you can stay. The rest of you can go. Thanks. Jorge’s been quickly dismissed. Are you serious?? JORGE (to the Director) Excuse me, didn’t I just nail that? DIRECTCR You did, but I need guys who read a little more -~ how do I put this? Tough. JORGE For “Mannequin: The Musical”?? DIRECTOR (turning away) Can someone please get rid of him? (CONTINUED) 25. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 30 31 32 CONTINUED: 30 DANCE CAPTAIN You heard him -- Let’s go, Group Three —— we have all day -- and five, six, seven, eight —- OFF Jorge, feeling the sting of rejection -- EXT. DEPARTMENT STORE - DAY 31 Customers are turned away by SECURITY. The store is CLOSED to the public for Prince Errol’s visit. They crane their necks to see what’s happening inside. PRE LAP: CLASSICAL MUSIC -- INT. DEPARTMENT STORE - DAY 32 The store is empty, except for STAFF. Armed Security stands by every exit and window. Gloria and Katy are beyond ready. There’s a lavish dinner spread with champagne, caviar, fresh oysters. Racks of suits. Shiny leather shoes. Trays of watches, cufflinks, and sunglasses. The STAFF is lined up as PRINCE ERROL SWOON (20s) graciously works his way down the line, shaking hands with everyone -- PRINCE ERROL Hello. Hello, lovely to meet you -- Katy and Gloria take their place at the end of the line and are shocked to see —- that the Prince brought a GIRLFRIEND?? Gloria’s Eye of Sauron lands on Katy searingly —- GLORIA Who's she? KATY I, I know -- I don't recognize her —- GLORIA Well, she has to be someone, he’s a Prince. AMANDA Gloria, I just found her Instagram. Her name is Patricia Klein. She’s -- no one. Under a thousand followers. GLORIA For the love of Coco, she’s a commoner? Gloria is blistering with terrifying, quiet anger -- (CONTINUED) 26. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 32 CONTINUED: 32 GLORIA (CONT'D) Katy, don’t you think this is precisely the type of thing you should have known about? So we could have adequately prepared? Amanda smirks to herself, satisfied Katy, her stomach sinking, is quick on her feet -- KATY I'm so sorry, Gloria -- I‘1ll fix this -- I won’t let you down —— As Gloria strides off to do damage control -- GLORIA (a chilling exhale) You already have. OFF Raty, her face flushed -- everything on the line —- END OF ACT TWO 27. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 33 34 ACT THREE: “MOVING ON INT. LACY'S DEPARTMENT STORE - DRESSING ROOM - FLASHBACK 33 In one of the store’s perfectly appointed fitting rooms, bathed in glowing, golden light, Gloria is attending to a CLIENT... RATY (V.0.) In the world of fashion, Gloria Grandbilt is legend -- an icon and a gate-keeper. In all her years at Lacy's, no one has ever seen Gloria sweat... INT. LACY'S DEPARTMENT STORE - LATER THAT DAY 34 RATY (V.O.) ...until right this very moment. Katy, Gloria, and Staff are on pins and needles -- it’s not going well. The Prince looks frustrated and impatient as they walt for his girlfriend to emerge from the CHANGING SUITE. GLORIA (to Prince Errol) T suspect she’s going to adore this one. PRINCE ERROL That’s what you said about the last seven dresses. Ouch. The girlfriend, Patricia, emerges from the changing suite -- tugging at her gown, uncomfortable -- GLORIA Exquisite. Handmade with silk taffeta and Neil Lane diamonds. Anna Wintour's daughter, Bee Shaffer, had her eye on it —-— PATRICIA Who? And why does it feel like I'm wearing a weighted blanket? GLORIA (harsh) It's a couture gown -- PATRICIA Oh, so I’m the problem? Excuse me -- ( CONTINUED ) 28. Sides by Breakdown Services - Actors Access

KATY XEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 34 35 CONTINUED: 34 Upset, Patricia rushes off and locks herself in her changing Disaster. As Gloria entertains Prince Errol, Katy seizes the chance to step in for a Hall Mary. She goes to the SUITE’S DOOR, hears sniffles coming from the other side, gently knocks -- RATY Hey, this is Katy Keene, one of the girls? Can I come in? A beat. Then Patricia opens the door, tear-streaked -- INT. LACY'S DEPARTMENT STORE -~ CHANGING SUITE - CONTINUQUS 35 Katy’s closing the door behind her -- PATRICTIA Can you unzip me out of this dress? RATY Of course. As Katy unzips, Patricia sees the price tag (shades of “Working -- PATRICIA Ch my god, 70 thousand dollars?? This dress costs more than I make in a year -- (panic attack) What am T doing here? Dating a prince? I'm an Imposter -- trapped in some “Princess Diaries” nightmare —— Katy sits with Patricia, gives her water to calm her down -- KATY Drink. You’'re not in a nightmare. You're at Lacy’s Department Store with a nice, handsome...chap who happens to be royalty. PATRICIA I don’t belong here KATY Trust me, if a girl who grew up on the Lower East Side (the way I did) belongs here, so do you —— PATRICIA You grew up on the Lower East Side? (CONTINUED) 29. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 35 CONTINUED: 35 KATY You can hear the accent when I'm mad. But yes, on Delancey Street. PATRICIA Shut up -- I grew up on Delancey!! (excited about the connection!) Where do you shop? Where can I get that dress? I love it KATY This one? Oh, I made it. (a risk:) Do you wanna try it on? PATRICIA No, I couldn’t —- KATY Honestly, nothing would make me happier. I can also pull some clothes you might like. Stuff T would choose if, you know, a prince ever took me on a shopping spree —- (then, girl-talk:) How did you two meet, by the way? OFF Katy, pulling Patricia out of her funk —- 36 INT. LACY’S DEPARTMENT STORE - NIGHT 36 Katy, Gloria, and Prince Errol watch, as —-- in a fairy tale moment -- Patricia emerges from the suite, transformed. She feels empowered and comfortable. Prince Errol smiles. PRINCE ERROL There she is. You look ravishing. PATRICIA Thanks, Errol. (Gloria's aghast at the informality of it all) I love it. I love everything I just tried on. Prince Errol smiles at Katy, impressed —- PRINCE ERROL We’ll take anything she wants. GLORIA And for yourself, Your Highness? (CONTINUED) 30. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT "Once Upon a Time in New York" Network Draft 1/17/19 36 37 CONTINUED: 36 PRINCE ERROL I’1l take the Dior suits and the Tom Ford. The equestrian gear —- as well as a few Hermés bobbles for everyone back home. We’d also like to browse your jewelry department before we go. GLORIA I’'1ll take you right away —- PRINCE ERRCL If you don’'t mind, like this young lady to help us —— she knows our taste -- what’s your name? KATY Raty. Katy Keene. (curtsies; what am I doing?? Right this way -- Katy beams as she leads Patricia and Prince Errol away —- PATRICIA Errol, can you believe Katy made the dress she’s wearing? (She let me try it onl) Standing off to the side, ice-gqueen Gloria has overheard Patricia —-- and subtly scowls —- PRE LAP: POP/ INT. THE APARTMENT - NIGHT 37 Jorge's opened a bottle of cheap Prosecco and pours glasses for Katy, Josie, Pepper, and himself -- JORGE Apparently I‘m too gay for Broadway -- who knew that was possible? -- 80 tonight, only celebrating Katy’s big win at work --— (warm}) Congratg, Girl. You deserve it. JOSIE Prince Errol Swoon. I believe you got to dress him -- PEPPER I spent last Easter with him on his yacht in Mykonos. Swoon, indeed. (CONTINUED ) 31. Sides by Breakdown Services - Actors Access

KATY KEENE - PILOT 37 CONTINUED: Broadway theaters -- "Once Upon a Time in New York" Network Draft 1/17/19 JORGE No way you don’t get that promotion now, Katy —- KATY I'm praying to the fashion goddesses -- Betsy, Vivienne, and Dianne -- but I don’t wanna jinx it, let’s talk about something else: Josie, did you get a job today?? JOSIE No, but I did get mugged -- and I also met this guy who works for a record label, who wants to record one of my songs tomorrow, his name’s Alex Cabot -- KATY/JORGE/PEPPER Alexander Cabot III!/SHUT. UP./Where did you meet him?? JOSIE On the subway, he heard me sing with a busker —- PEPPER The Cabots are right up there with the Astors and the Rockefellers, they own everything -- Radio stations, television networks, publishing houses -- JORGE KATY Fashion labels —- KATY (CONT’D) His sister, Alexandra, is a client at Lacy’s —- She spends a hundred thousand dollars a month on skincare products alone —— PEPPER I feel her. Gotta keep that moneymaker right and tight. JORGE (to Josie) And you just happened to bump into Alexander Cabot? On the subway? What is this, a Damien Chazelle movie? 37 {CONTINUED) 32. Sides by Breakdown Services - Actors Access