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Erin Brockovich (2000)

by Susannah Grant, revised by Richard LaGravenese.
Inspired by a true story.
Shooting draft, 03/22/99.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


INT. DR. JAFFE'S OFFICE - DAY

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

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

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

                    DR. JAFFE
     Yes, I understand.

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

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

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

                    DR. JAFFE
     Geology?

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

                    DR. JAFFE
     No.

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

                    DR. JAFFE
     Uh-huh.

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

Jaffe stares at her.

                    DR. JAFFE
     Uh-huh.

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

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

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

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


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

A side street.  No pedestrians, just parked cars.

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

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

                    ERIN
     Fuck.

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

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

                     ERIN (CONT'D)
  Shit.

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

                     ERIN (CONT'D)
  God damn it.

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


WIDER ON THE STREET

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


EXT. MASRY & VITITOE - DAY

A respectable building in the valley.

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


INT. MASRY & VITITOE - RECEPTION - DAY

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

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

                    ED
     Fine. You?

                    ROSALIND
     Did you watch it last night?

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

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

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

                    ED
     Remind me.

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

He nods.


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

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

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

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

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

Ed gives her a look of pro-forma sympathy.

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

                    ERIN
     Yeah. I'm fine.

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

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

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

                                   CUT TO:

INT. SOUTHERN CALIFORNIA COURTROOM - DAY

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

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

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


LATER IN HER TESTIMONY

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


STILL LATER

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


STILL LATER

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


STILL LATER

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

                    ED
                  (oh so moved)
     Yeah.  I know.


INT. COURTROOM - LATER

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

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

                    ERIN
     Which one?

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

                    ERIN
     Yeah.  There's two.  Why?

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


LATER IN HER TESTIMONY

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

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

                    DEFENDING LAWYER
                  (sarcastic)
     Right.  No doubt.

Erin sees a few jurors share dubious glances.  Great.


STILL LATER

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

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

                    ERIN
                  (pointed)
     What's your point?

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

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

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

                    ERIN
     What?  Hey -- he hit me.

                    DEFENDING LAWYER
     So you say.

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

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

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


INT. COURTHOUSE HALLWAY - LATER THAT DAY

Erin barrels toward the elevator.  Ed trails.

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

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

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

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

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

ED notices her ranting is starting to draw attention.

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

                    ERIN
     You want to feed my kids too!? Fuck
     settle down! I got seventy-four dollars
     to my name! I can't afford to settle
     down!

Beat.

                    ED
     I'm sorry, Erin.

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

Erin turns away from him and heads for the stairway.


EXT. ERIN'S HOUSE - DAY

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

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

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

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

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

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

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

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

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

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

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

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

                    ERIN
     What?

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

                    ERIN
     You're moving away?  When?

                    MRS. MORALES
     Next week.

                    ERIN
                  (stunned)
     Next week?

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

Oh, God.  Beth COUGHS.


EXT. ERIN'S HOUSE - DAY

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

                    ERIN
     Ugh.

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


INT. ERIN'S HOUSE - KITCHEN - DAY

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

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

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

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

                    ERIN (CONT'D)
     Ugh! Goddamn it!

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

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

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

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

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

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

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

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


EXT. DRUGSTORE - DAY

Matt and Katie are messing around with a gumball machine.


INT. DRUGSTORE - AISLE - DAY

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


INT. DRUGSTORE - AT THE REGISTER - DAY

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

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

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

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


INT. CHEAP DINER - TWILIGHT

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

                    WAITRESS
     Everybody ready?

                    KATIE
                  (proudly)
     My mommy reads backwards.

                    ERIN
     One of my many talents. Go ahead kids.

                    MATTHEW
     Cheeseburger deluxe and a coke.

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

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

                    WAITRESS
     And for you?

                    ERIN
     Cup of coffee.

Waitress takes away menus and exits as Matthew asks:

                    MATTHEW
     You're not eating mom?

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


INT. ERIN'S HOUSE - NIGHT

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

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

Beat.

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


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

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

                    ED
     Damn it!
                  (calling out)
     Brenda!

She pops her head in.

                    BRENDA
     Yeah?

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

                    ED
     What the hell is this doing here?

                    BRENDA
     It's those files you asked for.

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

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

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

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

                    BRENDA
     Who?

Ed goes to his office door and waves Donald over.

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

                    DONALD
     She works here.

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


INT. MASRY & VITITOE - MAIN ROOM - DAY

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

                    ED
     Erin!  How's it going?

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

                    ERIN
     You never called me back.  I left
     messages.

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

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

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

                    ED
     I never lied, Erin.

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

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

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

Brenda jumps. Ed sees everyone watching him, listening.

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

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

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

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

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

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

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

Ed looks at her for a long moment.  Then:

                    ED
     No benefits.


INT. MASRY & VITITOE - FILE ROOM - DAY

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

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

                    ERIN
     Simple enough.

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

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

                    BRENDA
     What's your sister look like?


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

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

                    ERIN
     Mr. Masry?

He turns, sees her.

                    ED
     Yeah?

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

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

                    ERIN
     Oh.  Okay.  That's okay.

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

                    ED
     Oh, for Christ's sake...

He takes out his wallet, looks in.

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

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

                    ED
     Where do think your paycheck comes from?

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


EXT. BABY-SITTER'S HOUSE - NIGHT

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


EXT. ERIN'S KITCHEN - NIGHT

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


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

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


INT. ERIN'S HOUSE - HALLWAY - NIGHT

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


EXT. ERIN'S HOUSE - NIGHT

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

                    ERIN
     Hey!

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

                    ERIN
     HEY!

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

                    GEORGE
     Well, hello to you, darlin'.

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

                    GEORGE
     Just introducing myself to the neighbors.

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

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

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

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

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

Erin shakes her head in disbelief and keeps walking.

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

She stops at her porch, turns to him.

                    ERIN
     You want my number?

                    GEORGE
     I do.

                    ERIN
     Which number do you want, George?

                    GEORGE
     You got more than one?

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

                    GEORGE
     Ten?

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

                    GEORGE
     You got a little girl?

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

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

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


INT. MASRY & VITITOE - RECEPTION AREA - DAY

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

                    ERIN
     Y'all got something you wanna discuss?

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


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

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

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


INT. MASRY & VITITOE - FILE ROOM - DAY

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

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

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

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

                    ED
     Where's Anna?

                    ERIN
     Out to lunch with the girls.

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

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

                    ERIN
     Oh.  Okay.

He sees her staring at the box.

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

                    ERIN
     Yeah.  I got it.  No problem.

                    ED
     Good.

Ed heads out, but pauses before leaving.

                    ED
     You're a girl.

                    ERIN
     Excuse me?

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

                    ERIN
     I guess I'm not the right kind.

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

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

                    ERIN
     Why is that?

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

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

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

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

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


INT. MASRY & VITITOE - FILE ROOM - NIGHT

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

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

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


EXT. BABY-SITTER'S HOUSE - EARLY EVENING

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


INT. ERIN'S HOUSE - EARLY EVENING

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

The sound of her children laughing, outside.

                    ERIN
     Matthew! Katie!


EXT. ERIN'S HOUSE - EARLY EVENING

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


EXT. GEORGE'S BACKYARD - EARLY EVENING

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

                    ERIN
     What the hell happened?

                    MATTHEW/KATIE
     Hi mom..

                    GEORGE
     Hey. You hungry?

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

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

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

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

                    ERIN
     THAT FUCKING BITCH!

                    MATTHEW
     MOM!

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

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

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

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


INT. ERIN'S HOUSE - LIVING ROOM - NIGHT

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

                    KATIE
     What's that stand for?

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

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

They get up...

                    GEORGE
     'Night.

                    KATIE AND MATT
     'Night.

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

                    GEORGE
     Great kids.

Erin bends down to help him.

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

                    GEORGE
     Why?

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

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

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

                    GEORGE
     Why not?

                    ERIN
     'Cause I don't even know you.

                    GEORGE
     What do you want to know? Ask me.

                    ERIN
     Look, thanks for today but-

                    GEORGE
     You're welcome.

Erin doesn't know what to say.

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

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

                    GEORGE
     By choice.  I work when I need to.

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

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

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

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

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

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

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

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

                    ERIN
     Right.

She starts cleaning up the cards.

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

Erin thinks about the offer.

                    ERIN
     You're around every afternoon?

                    GEORGE
     Yup.  Usually working on my bike.

She's tempted.

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

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

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

George laughs.


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

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


CLOSE ON THE LETTER

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


CLOSE ON ANOTHER DOCUMENT

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

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


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

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


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

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


CLOSE ON THE FILE

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

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

Erin stares at it, confused.


INT. ED'S OFFICE - DAY

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

                    ED
     Yeah.

Erin enters, holding a file;

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

                    ED
     Investigated what?

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

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

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

                    ED
     No, go ahead.

                    ERIN
     Great. Thanks.

Erin exits. Ed returns to his work.


EXT. L.A. FREEWAY - DAY

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


EXT. HINKLEY, CA - DAY

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

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

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


INT. ERIN'S HYUNDAI - DAY

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


EXT. DONNA IRVING'S HOUSE - DAY

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

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

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

                    ERIN
     Hi.  Donna Irving?

                    DONNA
     Yes?

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

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

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


INT. THE IRVINGS' HOUSE - LIVING ROOM - DAY

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

                    ERIN
     This is a real nice place you got here.

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

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

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

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

Donna corrects the positioning on a couple of pillows.

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

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

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

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

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

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

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

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

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

Donna tops off their iced teas.

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

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

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

                    ERIN
     They did?

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

                    ERIN
     Wow.  Why would they do that?

                    DONNA
     'Cause of the chromium.

                    ERIN
     The what?

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


INT. ERIN'S HYUNDAI - DAY

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

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


EXT. UCLA MAIN LIBRARY - DAY

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

The librarian gives her directions to somewhere else.


INT. UCLA SCIENCE BUILDING - HALLWAY - DAY

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

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

                    ERIN
     Doctor Frankel?

                    FRANKEL
     Yes?

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

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

                    ERIN
     Who's Baxter?

                    FRANKEL
     He did, didn't he?  Baxter!

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

                    BAXTER
     Yeah?

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

                    FRANKEL
     Oh.  Oh.

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

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


INT. BUILDING CORRIDOR - DAY

Erin follows Frankel down the hall.

                    FRANKEL
     What kind of chromium is it?

                    ERIN
     There's more than one kind?

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

EXT. UCLA CAMPUS - DAY

Erin and Dr. Frankel continue walking.

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

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

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

                    ERIN
     So that stuff -- it kills people.

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

                    ERIN
     What's it used for?

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

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

                    FRANKEL
     Have you been to their water board?

                    ERIN
     Hunh-uh.  What's that?

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

                    ERIN
     County water board.  All righty, thanks.

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


EXT. LAHOTAN REGIONAL WATER BOARD - DAY

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

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

INT. LAHOTAN REGIONAL WATER BOARD - DAY

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

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

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

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

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

                    ROSS
     Ross.

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

She smiles.  He can't believe his luck.

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

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

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

                    ERIN
                  (laughing along)
     I guess I did.

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

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

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

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

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

                    ERIN
     Nope.  Maiden.

                    ROSS
                  (disappointed)
     You're married.

                    ERIN
     Not anymore.

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

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

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


IN THE FILE

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


INT. ERIN'S HOUSE - MAIN ROOM - DAY

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

                    MATT 
     Our mom gives us sandwiches on Fridays. 

                    GEORGE
     That's a sandwich. 

                    KATIE
     No, it's not! 

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

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

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

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

                    GEORGE (CONT'D)
     See? 

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

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

George likes how this feels.


EXT. WATER BOARD - NIGHT 

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


INT. WATER BOARD - NIGHT 

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


INSERT ON THE PAPER 

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

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


INT. MASRY & VITITOE - RECEPTION - DAY 

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


INT. MASRY & VITITOE - FILE ROOM - DAY 

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

                    ERIN
     Where's my stuff? 

Anna looks up. 

                    ANNA 
     Where've you been?

                    ERIN
     What the fuck did you do with my stuff? 

                    ANNA 
     Don't use language with me -- 

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


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

JANE is at her desk.  Erin barrels in.

                    ERIN 
     Someone stole my stuff. 

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

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

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

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

                    ERIN
     What's going on? 

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

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

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


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

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

                    ERIN 
     You said to fire me?

He sets down the receiver. 

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

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

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

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

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

                    JANE 
     Yes.  It's called accountability. 

                    ERIN 
     I am not talking to you, bitch. 

                    JANE
     Excuse me?

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

                    ERIN
     Don't bother. 

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

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

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

And she leaves. 


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

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

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


INT. ERIN'S HOUSE - MAIN ROOM- DAY 

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

                    ERIN
     What are you doing here? 

                    GEORGE 
     Fixing a leak under your sink. 

She heads into the kitchen, weary and irritated. 

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

INT. ERIN'S HOUSE - KITCHEN - DAY 

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

                    ERIN
     Great. 

                    GEORGE
     I'm gonna clean it up. 

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

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

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

                    ERIN
     Ugh -- Jesus -- 

She jumps and brushes it off. 

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

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

                    ERIN
     Damn it -- 

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

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

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

                    ERIN 
     Come here, you little motherfucker --

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

                    GEORGE
     Hey, whoa -- relax --

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

                    ERIN
     GOD DAMN IT!

As Erin stands there staring at the wall, her breath starts
to come heavily -- those deep breaths that precede tears.
She slowly slides down into a chair, defeat overcoming her.

                    ERIN
                  (almost a whisper)
     ...God damn it.

She looks around at her for-shit kitchen and starts to cry.

                    ERIN (CONT'D)
     What kind of person lives like this?
     Huh?  What kind of person lets her kids
     run around in a house crawling with bugs
     the size of housecats?

                    GEORGE
     It's a simple thing.  Everybody gets
     them.  All we gotta do is call an
     exterminator.

                    ERIN
     I can't call an exterminator.  I can't
     afford one.  God, I can't even afford my
     phone.
                  (beat)
     I got fired.

                    GEORGE
     What?  But you been working so hard --

                    ERIN
     Doesn't matter.  Doesn't make one fucking
     bit of difference.

She exits. After a beat, George follows.


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

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

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

George listens by the door.

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

                    GEORGE
     You are someone.

                    ERIN
     No I'm not.  Look at me.

                    GEORGE
     You're someone to me.

He takes a step toward her and kneels in front of her, very
close.  He takes her shoe from her hand and puts it back on
her foot.  Then he takes her hands in his and kisses them.

                    ERIN
     Are you going to be something else I have
     to survive? Cause I'll tell you the
     truth, I'm not up to it.

But he kisses her anyway.  And for the first time in so long,
she feels like something other than a failure.  He pulls her
into him, and she lets herself be pulled.


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

Erin and George are in bed, naked, curled around each other.
As Erin recites her beauty queen speech, they are both
laughing at the naive, impossible goals of her youth.

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

                    GEORGE
     How long were you going to be Miss Wichita?

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

                    GEORGE
     I wanted to run my own antique shop.

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

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

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

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

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

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

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

                    ERIN
     Yeah, we just did the reason.

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

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

Erin suddenly grows uncomfortable at the implied intimacy.

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

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

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

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


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

Ed is at his desk.  The PHONE RINGS.  And RINGS.  And RINGS.

                    ED
     Brenda!
                  (no answer)
     BRENDA!

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

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


INT. ERIN'S HOUSE - KITCHEN - DAY

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

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

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


INT. ERIN'S HOUSE - FRONT DOOR - DAY

Erin carries Beth over to the front door, spies through the
peephole, and sees Ed standing there.  She opens the door.

                    ERIN
     Wrong Ed.
                  (Ed looks
                   confused)
     What are you doing here?

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

                    ERIN
     Oh, yeah?

                    ED
     He wanted you to know the legal limit for
     hexavalent chromium, is .05 parts per
     million.  And that at the rate you
     mentioned, .58, it could be responsible
     for the cancers in that family you asked
     about.  The Irvings.

                    ERIN
     Well, that was nice of him.  Isn't it
     funny how some people go out of their way
     to help people and others just fire 'em.

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

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

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

                    ERIN
     OH!  So by that standard I should assume
     you never get laid.

Ed takes a beat, copping to the charge. He admits:

                    ED
     I'm married.
                  (Erin suppresses
                   a smile)
     So what's the story on this thing?  This
     cancer stuff?

                    ERIN
     You wanna know, you gotta hire me back.
     I got a lot of bills to pay.

He glares at her.  Realizes he has no choice.

                    ED
     Fine.


INT. ERIN'S HOUSE - LIVING ROOM - LATER

Erin has let Ed in.  They're sitting.

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

                    ED
     Because PG&E told her about the chromium.

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

Ed is listening with more and more interest.

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

                    ED
                  (impressed)
     You got all this from her?

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

Beat.

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

                    ERIN
     'Course I did.

                    ED
     Lemme see it, will you?

Before getting it for him, she looks at him.

                    ERIN
     I want a raise.  And benefits.  Including
     dental.

                    ED
     Look, Erin, this is not the way I do
     business.

                    ERIN
     What way is that?

                    ED
     Extortion.

Erin doesn't budge.

                    ED
     Okay.  A five percent raise, and --

                    ERIN
     Ten.
                  (off his look)
     There's a lot other places I could work. I
     could even take everything I know to
     another law firm.

                    ED
     A ten percent raise and benefits.  But
     that's it.  I'm drawing the line.

She goes to her box of stuff from the office and digs out the
document for him. He scans it.

                    ED
     This is the only thing you found?

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

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

                    ERIN
     They're called boobs, Ed.

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

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


EXT. 10 FREEWAY - DAY

Erin's Hyundai zips along the freeway.

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


INT. HYUNDAI - DAY

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


EXT. PG&E COMPRESSOR STATION - DAY

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

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

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

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

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


EXT. HINKLEY MART - DAY

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


EXT. WATER BOARD - DAY

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

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


INT. WATER BOARD - DAY

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

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

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

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

                    ERIN
     We're doing great?

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

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

                     ERIN
     No.

                     ROSS
     What?

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

Erin returns to copying. Ross is stymied.


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

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

                    ED
     Fax these to this number, okay?

                    BRENDA
     All of 'em?

                    ED
     All of them.

He continues into his office and closes the door.


CLOSE ON THE FAX MACHINE LED

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


INT. IRVING HOUSE - LIVING ROOM - DAY

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

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

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

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

                    ERIN
     Yeah.

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

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

Donna resists this idea hard.

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

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

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

                    DONNA
     ASHLEY!  SHANNA!

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


EXT. DONNA'S HOUSE - DAY

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

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

                    SHANNA
     How come?

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

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


INT. ED'S OFFICE - DAY

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

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

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

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

                    ED
     It's the material.

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

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

                    ERIN
                  (humoring him)
     Oh, I know.

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

                    BRENDA
     David Baum from PG&E is at reception.

Erin feels the chill Brenda's sending her way. Erin decides
to tease her by speaking to Ed in a sultry voice:

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

Brenda leaves without acknowledging Erin. Ed grimaces;

                    ED
     Is that..

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


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

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

                    JANE
     What's she doing here?

                    BRENDA
     He hired her back.  With a raise.

                    JANE
     What??  Why?

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

                    JANE
     What are we - office supplies?


INT. MASRY & VITITOE - MAIN ROOM - DAY

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

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

                    ERIN
     What?

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


INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

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

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

Ed laughs a little in disbelief.

                    ED
     250,000?

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

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

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

                    ED
     You're kidding, right?

Baum doesn't answer.

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

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

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

He stalls a moment.  Erin jumps in.

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

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

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

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

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

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

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

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

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

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

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


INT. MASRY & VITITOE - MAIN ROOM - DAY

Erin follows Ed as he stomps back to his office.

                    ERIN
     At least they made an offer.

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

Ed throws the tie off.

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

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

                    ERIN
     And you can't?

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

                    ERIN
     What are you yelling at me for?

                    ED
     Because I'm fucking pissed off!

                    ERIN
                  (yells back)
     Good!

                    ED
     FUCK YOU!

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

                    ED
     I really hate you sometimes, ya know
     that.

                    ERIN
     You love me.


INT. MASRY & VITITOE - LADIES ROOM - NIGHT

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

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

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


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

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

                    ROSALIND
     You've been reading for hours.

                    ERIN
     I'm a slow reader.

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

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

                    MANDY
     Excuse me, are you Erin Brockovich?

                    ERIN
     Yeah.  Who are you?

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


INT. ERIN'S DESK - LATER

CLOSE ON PHOTOS OF CHICKENS, each with a twisted, limp neck.

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

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

                    ERIN
     Wow.  How many were born like this?

                    TOM
     Twelve, maybe thirteen.

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

                    ERIN
     It sure could, yeah.  Thanks a lot.

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

                    MANDY
     There's something else, too.

                    ERIN
     What?

                    TOM
     Well.  Mandy here's had nine
     miscarriages.

                    ERIN
     Are you kidding?  My God --

                    MANDY
     I know.  It's an awful lot.

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

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

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


INT. ERIN'S HOUSE - NIGHT

Erin enters, exhausted. She collapses on a chair.

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

                    ERIN
     I got to take a bath.

                    GEORGE
     You should go in.

                    ERIN
     They're not asleep?

                    GEORGE
     Katie and Beth are.

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


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

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

                    ERIN
     Hey.

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

                    ERIN
     How was school?

                    MATTHEW
     Fine.

                    ERIN
     Did you do your homework?

                    MATTHEW
     Yeah.

                    ERIN
     Any problems?

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

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

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

                    MATTHEW
     Fine.

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

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

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

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

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


EXT. ROUTE 10, INLAND EMPIRE - DAY

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


INT. ED'S MERCEDES - DAY

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

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

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

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

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

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

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

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

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


EXT. FREEWAY - DAY

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

                    ERIN
     First of all, don't talk baby talk to
     your wife in front of me. It really
     undermines your authority. Second, I know
     you're my boss and all, but you are the
     worst fucking driver I've ever seen. Move
     over or I quit.

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


EXT. IRVING'S HOUSE - NIGHT

The Mercedes and a truck are parked out front.

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


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

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

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

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

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

                    ED
     But then they stopped.

Ed looks to Donna. She nods.

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

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

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

                    ERIN
     Not yet.

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

Roy looks up from his retainer agreement.

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

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

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

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

                    ED
     Erin --

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

                    ED
     Erin --

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

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

They look at Ed.  Well?

                    ED
     Then I don't get anything either.

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

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

                    ED
     All right, then.

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

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

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

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

She gives him a stern look, then turns toward the women.

                    ERIN (CONT'D)
     Donna, let me help you clean all this up.

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


INT. DONNA'S KITCHEN - DAY

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

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

                    ERIN
     Uh-huh?

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

Erin listens, interested.


EXT. LINWOOD DAIRY - BARN - DAY

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

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

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

                    LINWOOD
     Yeah?

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

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

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


EXT. THE DESOTOS' HOUSE - DAY

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

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

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


INT. LAURA AND MIKE AMBROSINO'S HOUSE - NIGHT

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

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

                    MIKE AMBROSINO
     She's not alone on that one.

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

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

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


EXT. PAMELA DUNCAN'S HOUSE - DAY

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

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

                    ERIN
     Hi. My name is Erin Brocko-

                    PAMELA
     I know who you are. Donna called me.

                    ERIN
     Oh... May I come in?

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

Beat.

                    ERIN
     Can I ask you why?

                    PAMELA
     What's the point?

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

Pamela gets angry at the mention of her kids.

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

Slams the door in her face.


INT. RITA AND TED DANIELS' HOUSE - DAY

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

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

                    ANNABELLE
     Uh-huh.

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

Annabelle smiles a little.


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

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


INT. ERIN'S APARTMENT - HALLWAY - NIGHT

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


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

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

                    GEORGE
     What are you doing, hon?

Erin looks at him - on the edge of tears.

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

Sympathetic, George kneels beside her.

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

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

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

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


EXT. VALLEY SIDEWALK - DAY

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

                    ED
     Hunh-uh.  Absolutely not.

                    ERIN
     That's crazy -- why not?

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

They go into their office building.


INT. ELEVATOR - DAY

Erin and Ed are riding up.

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

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

Erin's genuinely impressed as Erin continues;

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

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

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

She makes her move-

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

The doors open.  Ed gets off.  Erin follows.


INT. MASRY LAW OFFICE BUILDING - HALLWAY - DAY

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

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

                    ED
                  (overlap)
     Erin-

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

                    ED
     I know how DNA works, Erin --

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


INT. MASRY & VITITOE - DAY

Erin tails Ed back to his office.

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

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

                    ERIN
     Don't you ever just know?

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

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

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

He moves away and shuts his office door on her.

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


INT. ED'S OFFICE - DAY

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

                    ED
     Damn it.

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


INT. MASRY & VITITOE - DAY

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

                    ERIN
     Looking good Brenda. Have another bag of
     Doritos!

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

                    ED
     How many families we talking about here?

                    ERIN
     Four more.  Eleven people.  So far.

                    ED
     You think there's more?

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

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

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

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

                    ED
     Kinda like David and what's-his-name's
     whole fucking family.
                  (heavy sigh)
     Okay, here's the deal -- if, and only if,
     you find me the evidence to back all this
     up -- I'll do it.  I'll take it on.

She smiles victoriously.

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

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

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

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

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

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

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


INT. TOYS 'R' US - DAY

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

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

Matthew and Katie fan out into the store.

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

Erin looks over at him, weary.

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

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

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

                    GEORGE
     I'm just saying --

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

And she walks away from him.


EXT. HINKLEY - ROADSIDE DITCH - DAY

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

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


EXT. HINKLEY - COMMUNITY BOULEVARD - NIGHT

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

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


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

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

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

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


EXT. WELL - DAY

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


INSIDE THE WELL

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


EXT. WELL - DAY

Erin raises herself up to see:

TWO GUARDS heading straight for her.

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


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

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

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

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

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

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

                    ERIN
     Liar.  I'm not wearing any.

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


INT. ERIN'S HOUSE - NIGHT

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

                    ERIN
     Hello?

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

His voice is flat, creepy.  Not friendly.

                    ERIN
     Yes.  Who's this?

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

                    ERIN
                  (overlapping)
     Who is this?

                    MALE VOICE
     Do you understand what I'm saying?

CLICK.  Erin stares at the phone, freaked.


INT. ERIN'S HOUSE - FRONT DOOR - NIGHT

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

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

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

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

                    GEORGE
                  (overlaps)
     What?

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

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

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

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

She heads into the bedrooms.

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

                    ERIN
                  (off-hand)
     How would you know?

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


INT. MATT AND KATIE'S BEDROOM - NIGHT

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

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

                    ERIN
     Nothing. I'm sorry.

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

                    ERIN
     I didn't say that.

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

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

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

She gives him a glare, then leaves the room.


INT. WATER BOARD - DAY

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

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

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

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

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


INT. ERIN'S HYUNDAI - NIGHT

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

                    GEORGE (O.S.)
     Hello?

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

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

                    GEORGE
     What do you want, a joke?

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

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

                    ERIN
     What?
                  (beat)
     Beth?  My Beth?

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

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

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

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


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

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

                    ED
     Is that what I think it is?

                    ERIN
     She lived on the plume.  You never
     know.

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

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


EXT. HINKLEY BARBECUE - DAY

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

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

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

                    ERIN
     This was the community pool?

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

LATER...

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

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

LATER STILL...

Erin and Ed are passing out informational pamphlets.

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

                    CHARLES
     This got your phone number on it?

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

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

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

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

LATER STILL...

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

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

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

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

                    MATTHEW
     No ma!

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

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

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

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

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

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

                    MATTHEW
     Come on, George.

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

LATER STILL...

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

                    ERIN
      I'm sorry.  What were you saying?


INT. ED'S CAR - DAY

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

                    ED
     You wanna talk about --

                    ERIN
     No.

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

                    ERIN
     Yeah?

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

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

EXT. AMBROSINOS' HOUSE - FOYER - DAY

The curtains are drawn; everything is dark.  Ed and Erin are
at the door, talking to Mike, who looks drawn and tired.

                    MIKE
     She was about to take a handful of these --

He shows them a bottle of prescription pills.

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

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

INT. AMBROSINOS' HOUSE - BEDROOM - DAY

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

                    LAURA
     I'm embarrassed.

                    ERIN
     That's okay.  I understand.

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

                    ERIN
     I'm real sorry, Laura.

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

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

                    ERIN
     Jaguar's a darn pretty car.

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

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

Laura shakes her head.

                    LAURA
     Wouldn't mean the same thing.

Erin watches her sadly.


INT. ED'S CAR - NIGHT

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

                    ED
     Erin...Erin!

She wakes up.

                    ED (CONT'D)
     You have a nosebleed.

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

                    ERIN
     Shit. You have a tissue.

He motions to the glove compartment. She gets one.


INT. PG&E COMPRESSOR STATION - DAY

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


INT. MASRY & VITITOE - NIGHT

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

Erin is up at the map, eating Chinese food.

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

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

She bites into a forkful of food, keeps talking.

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

                    ED
     And that's what caused the contamination?

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

She reaches for a document, reads from it.

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

                    ED
     They skipped that step.

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

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

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

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

Erin is taken by surprise by the compliment.

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

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

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

Ed smiles but not enough. Erin notices.

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

Ed looks at her with an uncharacteristic vulnerability.

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

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

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

                    ERIN
     Will that be so bad?

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

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

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

                    ERIN
     What do you mean?

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

                    ERIN
     Oh, they knew.  They had to know.

                    ED
     Show me the document that proves it.

She doesn't have one.

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

                    ERIN
                  (frustrated)
     Jesus Christ...

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

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

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

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

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

                    ERIN
     Then what?

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

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

                    ED
     Basically, yeah.

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


EXT. PG&E STATION - NIGHT

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

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


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

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

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

She looks down her shirt front.

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

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

Donna smiles a little.  Then her face crumbles.

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


INT. BARSTOW COURTROOM - DAY

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

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

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

                    JUDGE SIMMONS
     All right.

Everyone pays attention.

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

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

                    ED
     No, your honor.

                    PG&E LAWYER
     No, your honor.

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

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

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

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

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

Erin whispers to Ed;

                    ERIN
     Think we'll hear from them now?

                    ED
     Oh, I believe so..

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


INT. MASRY & VITITOE - RECEPTION AREA - DAY

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

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

Erin, Ed and Brenda are staring out at them.

                    ERIN
     Jesus.  They look like the Secret
     Service.

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


INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

Sanchez, Webster, Buda, and Cooper are seated.

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

                    ED
     Counselors --

                    MR. SANCHEZ
     Counselors.

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


INT. MASRY & VITITOE - CONFERENCE ROOM - LATER

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

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

Erin has no patience for this today.

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

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

                    ED
     Erin --

But there's no stopping her.

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

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

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

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

                    SANCHEZ
     I think this meeting is over.

                    ERIN
     Damn right it is.

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


EXT. ERIN'S HOUSE - FRONT STOOP - NIGHT

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

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


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

George is sitting on the bed when Erin enters.

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

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

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

                    GEORGE
     Thinking.

                    ERIN
     About what?

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

                    GEORGE
     About this.

                    ERIN
     What's that?

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

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

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

                    ERIN
     I can't leave my job, George.

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

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

                    GEORGE
     And what about what your kids are giving
     up?

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

                    GEORGE
     And what about me?

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

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

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

     Stay.

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

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

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

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

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


INT. ERIN'S BEDROOM - NIGHT

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

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


INT. HYUNDAI - DAY

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

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


EXT. PAMELA DUNCAN'S HOUSE - DAY

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


INT. PAMELA DUNCAN'S HOUSE - DAY

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

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

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

                    PAMELA
     Him too?

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

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

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

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

                    ERIN
     We can get them, Pamela. We can.

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

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

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

                    PAMELA
     I'll get some more coffee.

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

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

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

                    ERIN
     It burned?

                    PAMELA
     They burned it.

                    ERIN
     Who?

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

                    ERIN
     Who had told them that?

                    PAMELA
     They never said.

Erin watches the tape, then looks to Pamela, watching the
tape as she must have a hundred times before.

                    PAMELA (CONT'D)
     I'd bring the kids into the hospital with
     towels soaked from their nosebleeds. Ya
     know the hospital did? They called county
     services because they assumed the kids
     were being abused.

Erin has her.


EXT. MASRY & VITITOE PARKING LOT - DAY

The Hyundai pulls into the lot. We hear voices from within
the car, arguing;


INT. HYUNDAI - DAY

Erin is with her kids. She and Matthew are fighting;

      MATTHEW                           ERIN
...why everything has to be     ..all I'm saying is, we'll
such a big deal. All I want     see. I can't talk about this
to do is play roller hockey.    now. I don't care what other
Other moms give permission.     moms do-

                    MATTHEW
                  (annoyed)
     ..So when!? When can I get a friggin
     answer!?

                    ERIN
     Don't talk to me like that!

                    MATTHEW
     Randy's mom said yes right away!!

                    ERIN
                  (snapping)
     Well, goddamn it, Matthew -- Randy's mom
     doesn't work and Randy's dad didn't leave
     her, so figuring out who's gonna drive
     who to roller hockey every other week is
     a little easier over at Randy's house.
     Now get out of the car!

She exits, then gets the baby.


INT. MASRY & VITITOE - WAITING ROOM - DAY

Erin carries Beth, followed by Matthew and Katie. She sits
the two older children down.

                    ERIN
     Wait here. Watch your sisters.

Matthew ignores her..

                    ERIN (CONT'D)
     Matthew..

                    MATTHEW
                  (snaps at her)
     ALRIGHT! FINE!

The receptionist looks up. Erin decides not to respond. She
enters the main room.


INT. MASRY & VITITOE - MAIN ROOM - DAY

Business as usual.  Erin comes in, goes straight to her desk.


INT. MASRY & VITITOE - ERIN'S DESK - DAY

Erin flips through her "in" box, looking for something in
particular.  Doesn't find it.  Grrr.  She heads off to:


INT. MASRY & VITITOE - JANE'S OFFICE - DAY

Jane is at her desk when Erin comes in.

                    ERIN
     Where's my paycheck?

                    JANE
     Have you been logging on?

                    ERIN
     What?

                    JANE
     I moved payroll onto the computer.  It
     only knows to process paychecks for
     employees who log on in the morning and
     off at night.

                    ERIN
                  (seething)
     Now how'm I supposed to do that when I'm
     not in here most mornings and nights? O
     still haven't found a new baby-sitter-

                    JANE
     You're clever.  I'm sure you'll think of
     something.

Erin glares at her...She leans in, but speaks so other can
hear

                    ERIN
     Ya know..Jane...My grandmother used to
     have a saying about people who were
     beautiful and people who were ugly. And
     it had nothing to do with how they
     looked. She used to say "People get the
     faces they deserve!"

She then turns and storms out of Jane's office.

As she passes by the CONFERENCE ROOM, she sees;

Ed shaking hands and taking a check from a snazzy lawyer
type. Suspicious, she enters;


INT. CONFERENCE ROOM - DAY

Ed sees Erin and makes introductions;

                    ED
     Erin! I was just talking about you. I
     want you to meet our new partner. Kurt
     Potter. He'll be handling Hinkley now.

                    ERIN
     What?

                    POTTER
                  (to Ed)
     Now I know what you meant by a secret
     weapon.
                  (to Erin)
     Nice to meet you. Great work.
                  (to Ed)
     See you tomorrow.

He blows out of the room. Erin glares at Ed.

                    ED
     What?

                    ERIN
     Our new partner? You fuck! When was I
     gonna find out - in the monthly
     newsletter?

                    ED
     Hey..just listen. Did I ever tell you
     about the airline case I had?

                    ERIN
     Airline case!? What the fuck are you
     talking about?

                    ED
                  (patient)
     A few years back I was trying this
     airline case and I got my ass kicked by
     this guy - he just smothered me in paper.
     Brutal. This guy was the toughest
     motherfucker I'd ever been up against.
     And it was Kurt Potter. When we got the
     PG&E decision from the judge, I called
     him and asked him to partner. He didn't
     hesitate.

                    ERIN
     Well of course NOW he wouldn't hesitate.
     We did all the fucking work. Where was he
     before?

                    ED
     Doesn't matter..Erin, listen to me - it
     doesn't matter. You want to win this?
                  (hands her the
                   check.)
     He just gave me that. It covers all our
     expenses to date. The whole thing. He's
     got more toxic tort experience than
     anyone in the state. This is good news.

Erin rises, still not happy about it - feeling like she's
being pushed out. She drops the check on the table and exits,
stopping by the door to say, as if without any importance;

                    ERIN
     By the way...I got Pamela Duncan.

She exits before Ed can say "Great - good work!"..


INT. ERIN'S HOUSE - KITCHEN - NIGHT

Erin is standing at the sink, visibly exhausted, trying to do
the dinner dishes with one arm and comfort Beth, who's
CRYING, with the other.  Matthew comes in and runs into his
room, slamming the door.

Erin hears a motorcycle revving up. She walks to the front
door and looks out to see:

GEORGE riding away. At the same time, A MESSENGER is walking
up her front walk. Erin opens the door as he approaches;

                    MESSENGER
     Erin Brockovich?

                    ERIN
     Yeah?

                    MESSENGER
     Package from Masry & Vititoe.

He hands her a manila envelope.  She signs for the package,
then tears into it as the Messenger heads away.

A CHECK and a SET OF KEYS fall out.  She looks at the check.
It's made out for $5,000.  A note attached reads "HIRE A
NANNY. LOOK OUTSIDE. AND CHEER THE FUCK UP!- ED."

Erin looks up and sees A BRAND NEW CHEVY BLAZER parked on the
curb.  She looks at the keys in her hand.  Chevy keys.


INT. ERIN'S NEW CAR - DAY

It's raining.  They're driving through the tall buildings of
Century City.  Ed is full of nervous excitement.

                    ED
                  (points to a
                   building)
     That's it.  The big one.  They've got the
     top three floors.


INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

It feels more like the lobby of a five-star hotel than an
office.  Erin and Ed step off the elevator.  Erin gawks.

                    ERIN
     Holy shit.  Who do they represent, God?

                    ED
     It's probably their only pro-bono client.
     Look, do me a favor Erin...behave
     yourself. All right?

Erin shrugs "sure". Ed crosses to the receptionist.

                    ERIN
     Ed Masry to see Kurt Potter.

Erin's miffed Ed didn't announce her as well..so, as Ed turns
to check his reflection, a YOUNG LAWYER comes through the 
reception area.  Erin watches him pass, then, calls out to
him.

                    ERIN
     'Scuse me, sir, you got a real nice ass,
     you know that?

The lawyer double-takes on her, then retreats into the
office.  Erin turns to Ed, smiles.

                    ERIN (CONT'D)
     Oh, I'm sorry.  Was that not what you
     meant by behaving myself?


INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

THERESA DELLAVALLE, 38, junior partner, comes out to greet
them.  She's everything Erin isn't: conservative, restrained,
unemotional.  And about as sexy as a station wagon.

                    THERESA
     Ed.  Good to see you again.

                    ED
     Theresa, hey -- this is Erin Brockovich.


INT. POTTER, HUGHES & ROSEWOOD - HALLWAY - DAY

Theresa leads Ed and Erin down a long hall of teak desks.
The sound of their footfalls is swallowed up by the plush
carpeting.  Occasional ATTORNEYS and PARALEGALS glance at
Erin.  She feels their stares.


INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

Potter, Ed, Erin, Theresa and a few PARALEGALS are sitting 
around the table.  As the conversation ping-pongs between Ed
and Potter, Potter completely ignores Erin.

                    POTTER
     ...PG&E have requested we go to binding
     arbitration...

                    ERIN
     What's that?

Everyone is surprised by her honest lack of knowledge. She
doesn't give a shit.

                    POTTER
     PG&E have proposed that they are liable
     from anywhere between fifty million and
     four hundred million...Now, to determine
     exactly what amount they will give, we
     go before a judge...not a jury. They call
     it a test trial. You have..how many
     plaintiffs now?

                    ED
     634.

                    POTTER
     Well, they won't try that many at once so
     we get them in groups of twenty to
     thirty, the worst cases - the ones who
     are clearly the sickest, most life
     threatened - in the first group and so
     on..and each gets go before the judge to
     determine damages. If we went to trial,
     PG&E could stretch this over ten years,
     with appeal aft-...

                    ERIN
     So it's not like a real trial?

                    ED
     Yes, it is..It's-

                    ERIN
     But these people are expecting a trial.
     That's what we told them. They won't
     understand this.

                    POTTER
     I promise you, we'll be very sensitive in
     proposing this. We'll make sure they
     understand it's the only way to go
     forward now. But we have a lot of work to
     do before we even broach the subject.

Theresa sees impatience brewing, tries to intercede.

                    THERESA
     You know what? Why don't I take Erin down
     the hall, so we can start on this stuff
     and I'll fill her in on the rest..

                    ERIN
     Hey -- those are my files --

                    THERESA
     Yeah, we had them couriered over.  And
     listen, good work.  They're a great
     start.  We're just going to have to spend
     a little time filling in the holes in
     your research.

Okay, these people are starting to piss her off.

                    ERIN
     Excuse me - Theresa, was it?  There are
     no holes in my research.

                    THERESA
     No offense.  There are just some things
     we need that you probably didn't know to
     ask.

                    ERIN
     Don't talk to me like I'm an idiot, okay?
     I may not have a law degree, but I've
     spent 18 months on this case, and I know
     more about those plaintiffs than you ever
     will.

                    THERESA
     Erin.  You don't even have phone numbers
     for some of them.

                    ERIN
     Whose number do you need?

                    THERESA
     Everyone's.  This is a lawsuit.  We need
     to be able to contact the plaintiffs.

                    ERIN
     I said, whose number do you need?

                    THERESA
     You don't know six hundreds plaintiffs'
     numbers by heart.

Erin just stares at her.  Theresa sighs, reluctantly glances
down at a file.

                    THERESA
     Annabelle Daniels.

                    ERIN
     Annabelle Daniels.  714-454-9346.

As Theresa starts to write it down?

                    ERIN
     10 years old, 11 in May.  Lived on the
     plume since birth.  Wanted to be a
     synchronized swimmer, so she spent every
     minute she could in the PG&E pool.  She
     had a tumor in her brain stem detected
     last November, had an operation on
     Thanksgiving, shrunk it with radiation
     after that.  Her parents are Rita and
     Ted.  Ted's got Chron's disease, and Rita
     has chronic headaches and nausea and
     underwent a hysterectomy last fall.  Ted
     grew up in Hinkley.  His brother Robbie
     and his wife May and their five kids,
     Robbie, Jr., Martha, Ed, Rose, and Peter
     lived on the plume too.  Their number's
     454-9445.  You want their diseases?

Beat.  Erin glares at Theresa, indignant.

                    THERESA
     Okay, look -- I think we got off on the
     wrong foot here --

                    ERIN
     That's all you got, lady.  Two wrong
     feet.  In fucking ugly shoes.


INT. PARKING LOT - NIGHT

It's still raining.  Erin is following Ed to the car.  He's
furious.

                    ERIN
     She insulted me!

                    ED
     Bullshit.  It was a misunderstanding.
     But instead of handling it politely,
     instead of treating her with respect --

                    ERIN
     Why the fuck should I respect her?

Ed stops in his tracks, furious.  He glares at her.

                    ED
     Look! Just because she's not supporting
     three kids with no husband and no
     education, doesn't make her an idiot!
     Just because she dresses like a lawyer,
     doesn't mean she didn't work her ass off
     in law school and shit positions to earn
     her way.

                    ERIN
     Well excuse me for not going to law
     school.

                    ED
     Law school! At this point, I'd settle for
     fucking charm school!

On that, he gets in his car, slams the door, and drives off,
leaving her standing alone in the pouring rain.

                    ERIN
     HEY! You're my ride!!


EXT. LINWOOD'S DAIRY - DAY

Bob Linwood is in his barn, mucking it out.  Theresa is at
the edge of the property, trying unsuccessfully to get his
attention by yelling and waving her arms.  In her expensive
shoes, she's stopped short of the cow patty minefield.


INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

CLOSE ON A CLIENT FILE as a hand fills in a phone number.

WIDEN TO SEE Erin seated with a PARALEGAL, rattling off facts
and numbers from memory.  She's seized by a COUGHING FIT.


EXT. LINWOOD DAIRY - DAY

Theresa still hasn't gotten Linwood's attention.  Finally,
rather than ruin her shoes, she picks up a stone and tosses
it at the barn.  It hits the window and BREAKS IT.


INT. MASRY & VITITOE - ERIN AND BRENDA'S DESKS - DAY

Erin's desk is empty: no Erin, no files, nothing.  Ed comes
out of his office and hands Brenda a STACK OF DOCUMENTS.


CLOSE ON THE FAX LED

Brenda types in the number.  The recipient's I.D. comes up
again, only this time it says: POTTER, HUGHES, ROSEWOOD.


INT. POTTER, HUGHES, ROSEWOOD, HALLWAY - ANOTHER DAY

A SECRETARY carries the documents to Potter's office.  On the
way, she passes THE CONFERENCE ROOM.  Inside, Erin is still
dictating to the PARALEGAL.  She's shivery with fever now.
The floor around her is littered with tissues.


INT. DANIELS' HOUSE - DAY

Theresa is talking to Rita and Ted Daniels.  Annabelle is
curled up on the sofa, wrapped up in a blanket.  Rita and Ted
notice that Theresa doesn't even look at Annabelle.


INT. ERIN'S APARTMENT - KITCHEN - DAY

Erin is lying in bed, home sick, talking on the phone.  She's
talking over the noise of TANIA, her 20-something Eastern
European nanny, vacuuming the hall.

                    ERIN
     I know she isn't real warm, but they say
     she's a real good lawyer...

                                   INTERCUT WITH:


INT. DANIELS' HOUSE - DAY

Ted Daniels is on the phone.  Rita is next to him.

                    TED
     She asking the same questions you asked.
     We already told you everything. I don't
     want her coming to the house again.
     She's kinda stuck-up, and she upsets
     Annabelle.

                    ERIN
     If you don't like Theresa, you don't have
     to work with her.  Me and Ed are still
     here for you.

                    TED
     I called Ed two days ago, Erin, and he
     still hasn't called me back. Now, I hate
     to say this, but everyone's pretty upset
     about that arbitration thing...

                    ERIN
                  (stunned)
     WHAT?

                    TED
     I mean, Pamela's written a letter in the
     Hinkley news telling everybody to get new
     lawyers..that we've been lied to.

Erin is breathless with rage.


INT. MASRY & VITITOE - BRENDA'S DESK - DAY

The phone rings.  Brenda picks up.

                    BRENDA
     Ed Masry's office...Sorry, he can't be
     interrupted.

INTERCUT WITH Erin at home, still in bed, so irritated.

                    ERIN
     Don't be a pain in my ass today Brenda or
     I'll put my fucking fist through the
     phone! Just put him on.

                    BRENDA
                  (with finality)
     I said, he can't be interrupted.

Erin hangs up.  Then, with a groan, she pulls her weary body
out of bed.


INT. MASRY & VITITOE - RECEPTION - DAY

Erin drags herself into the office.

                    ROSALIND
     Hey, Erin, I thought you were taking a
     sick day.

                    ERIN
     So did I.

She heads toward Ed's office, but stops when she sees a
meeting in progress in the conference room.  Ed is on the
side of the table facing her, flanked by Potter and Theresa.

                    ERIN (CONT'D)
     What's going on in there?

                    ROSALIND
     Meeting about the PG&E thing.

                    ERIN
     PG& -- Are you sure?

                    ROSALIND
     Yup.  You look awful. You want some tea?

Erin feels this like a sock in the gut.  She stares at the
meeting, stunned.


INT. MASRY & VITITOE - CONFERENCE ROOM - DAY

Ed and Theresa are listening to Potter;

                    CORBIN
     ...I'm not saying it's not a strong case.
     Certainly having every demur dismissed is
     a good sign. What I am saying is that, if
     we could get hold of any PG&E
     documentation prior to 1987, officially
     acknowledging that they know "something"
     might be wrong with the water, I'd feel a
     lot better about this statute of limi-

Ed looks beyond Potter to see...

Erin staring at him from the other side of the glass wall,
her face cold with hurt and anger.

                    ED
     Could I -- just take a brief break here
     for a moment?  I'll be right back.

He gets up and goes out into:


INT. MASRY & VITITOE - MAIN ROOM - DAY

Ed comes out.  Erin's so angry she can barely breathe.

                    ERIN
     If you tell me to relax, I'm gonna choke
     you with that fucking tie...

                    ED
     Erin, it's just a meeting. Look, you said
     you weren't feeling great.  I thought
     you should rest.

                    ERIN
     Bullshit.  You'd drag me off my deathbed
     if it suited you.
                  (weakened)
     How dare you take this away from me.

                    ED
     No one's taking anything, will you let me-

                    ERIN
     Bullshit.  You stuck me in Siberia
     dictating to some goddamn steno clerk so
     you could finish this thing without me.

                    ED
     Erin, they fucked up!
                  (Erin shuts-up)
     Do I have your attention now? They fucked
     up and they admit it.

Beat.

                    ERIN
     The arbitration lette-...

                    ED
     They sent a fucking letter to these
     people explaining something they wouldn't
     be able to explain in person with
     diagrams and a floor show.

                    ERIN
     I know. I spoke to Ted. Pamela wouldn't
     even come to the phone.

                    ED
     Pamela's got them all seeing red with
     that letter she wrote to the press. She
     called us thieves. This is about to all
     fall apart Erin.

                    ERIN
     Why?

                    ED
     Because in order to even go to
     arbitration - we have to get the
     plaintiffs to agree...

                    ERIN
     How many?

                    ED
     Usually you can only manage to get about
     70 percent. PG&E are demanding we get
     ninety. In other words, everybody.
     This is serious now Erin. Do you
     understand?

                    ERIN
     And, what Ed, I'm not serious?

                    ED
     You're emotional.  You're erratic. You
     say any goddamn thing that comes into
     your head. You make this personal, and it
     isn't --

                    ERIN
     Not personal?  That's my work in there.
     My sweat, my time...  If that's not
     personal, I don't know what is.

She starts to COUGH and CRUMBLE, but fights it.

                    ED
     Now go home. Get well. Because you're no
     good to me sick.
                  (then, admits)
     I need you. All right? This case needs
     you.

Beat. Then Erin asks him, referring to Potter and Theresa:

                    ERIN
     Did you tell them that?

Clearly, Ed has not. Erin smiles, shakes her head as she
reaches into her bag.

                    ERIN (CONT'D)
     Ya know Ed...after busting my ass, if you
     think that this
                  (pulls out cell
                   phone)
     and that car is all I'm looking for, is
     all the respect somebody like me needs to
     be shown, like a bone you throw somebody
     who doesn't know the difference--
                  (she can't even
                   finish)
     How can people with every degree on every
     wall be so fucking stupid.

She puts the cell phone down, then stares through the glass
wall of the conference room at Potter and Theresa, who are
witnessing the scene from inside the room. She doesn't bother
to admonish them - she's feeling too shitty. She goes home.

                    ED
     Erin...Erin...I'll-..

Erin ignores him as she exits..Ed looks angry as well. He
doesn't like the scenes she creates. He returns to the
conference room.


EXT. MASRY & VITITOE - PARKING LOT - DAY

Erin gets to her car.  As she opens the door, the ALARM
SOUNDS.  She fumbles with her keychain, trying to turn it
off, but she's too sick and upset to figure it out.  With the
siren still blaring, she kicks at the car in rage.

A wave of dizziness comes over her. She holds her head. Her
breathing grows heavy. She grabs hold of the car for
balance..as she slowly loses consciousness and passes out.


INT. HOSPITAL EMERGENCY ROOM - NIGHT

A busy Southland ER.  George bursts through the doors with
Katie, Matthew and Beth in tow.  He goes up to the desk.

                    GEORGE
     I'm looking for Erin Brockovich.


INT. ER WAITING AREA - DAY

The kids are waiting.  George is talking to a DOCTOR.

                    GEORGE
     Meningitis?  What the hell is meningitis?

                    DOCTOR
     It's an inflammation of the spinal cord
     and part of the brain.

                    GEORGE
     Jesus.

                    DOCTOR
     It's a pretty advanced case.  I'd say
     she's been walking around with it for a
     few weeks now.

                    GEORGE
     How does someone get meningitis?

                    DOCTOR
     Usually, in adults, it's from exposure to
     bacteria or a virus or...

During Doctor's lines, George knows how she got it.


INT. HALLWAY OUTSIDE ERIN'S HOSPITAL ROOM - DAY

Matt and Katie sit on the cheap plastic chairs outside the
room.  Katie is holding Beth, who's sleeping.


INT. ERIN'S HOSPITAL ROOM - DAY

Erin's in bed, hooked up to an IV, looking exhausted.  All
untouched food tray is beside her bed.  George is standing
across the room from her, arms crossed tight across his
chest, keeping his distance.

                    ERIN
     ...I swear, if I wasn't feeling so
     shitty, I would driven that fucking car
     right into their offices.

                    GEORGE
     That would have helped their opinion of
     you.

                    ERIN
     Who gives shit about their opinion? They
     would have sold out every plaintiff for
     the first offer if I wasn't there. They
     don't care about them.

                    GEORGE
     Do you?

                    ERIN
     What? Do I care?! What the hell have I
     been--

                    GEORGE
     You think acting that way, with these
     lawyers - you think that's going help any
     of these families? I mean, when you get
     so pissed off with Ed or these other
     suits - what are you really upset about?
     The families? Or what everybody thinks of
     you?

Erin has no reply. George's anger with her personally, makes
him the most honest person in the room right now...

                    ERIN
     They said I can leave tomorrow.  They
     just wanna keep an eye on me another
     night.

                    GEORGE
     Fine. The kids can stay at my place till
     you go home. I'll drop 'em off tomorrow
     afternoon.

A moment of thick silence.

                    ERIN
     Thank you.

                    GEORGE
                  (giving nothing)
     Mm-hm.

As she watches him reach for his motorcycle helmet, to leave,
she's hit with a wave of regret.

                    ERIN
     George....

He pauses but she is interrupted by a KNOCK at the door as Ed 
enters.  George looks at him. The moment's lost.

                    GEORGE
     I'll drop 'em by tomorrow.

And Erin watches George leave the room, then turns to Ed.

                    ERIN
     If you're here to fire me, your timing's
     lousy.

                    ED
     I'm not gonna fire you.
                  (beat)
     I wanted to.  But then you got sick, and
     that woulda made me look like a shit.
                  (serious)
     You have to stop embarrassing me in front
     of Potter and everyone else who
     aggravates you, Erin.

                    ERIN
     I know.  I'm sorry.
                  (beat)
     Do I get to hear what happened anyway?


INT. ERIN'S HOSPITAL ROOM - LATER

Ed has taken off his coat and pulled a chair up next to
Erin's bed.  He's eating the pudding off her tray.

                    ED
     ...Kurt thinks that with nothing linking
     it to the corporate offices yet, we'll
     probably end up on the lower end of that
     fifty-to-400 million dollar offer.  It's
     still a lot of money.

                    ERIN
     It's not enough. Not for over six hundred
     people..What I don't understand is, if we
     can't connect the corporate offices to
     it, why would PG&E offer even that much?

                    ED
     Because, they know the evidence we do
     have. They know they're gonna lose a jury
     trial.  Maybe they wouldn't lose 400
     million bucks, but once you factor in--

                    ERIN
     Wait a minute - Are you saying, you want
     to settle for the low end?

                    ED
                  (admits)
     Kurt suggested it. He doesn't think we're
     going to be able to get more than thirty
     percent of these people to agree to
     arbitration...

                    ERIN
     And of course, Kurt knows "these people"
     so well...

                    ED
                  (continues)
     ...Which means the low end is the best
     they're going to get, Erin.

Erin is deeply disturbed by this.

                    ED (CONT'D)
     We're going try and get as many of them
     together - sort of a town meeting, to
     explai-...

                    ERIN
     I'm coming.

                    ED
     Erin, please-

                    ERIN
     I'm coming - and you better tell Kurtie
     and St. Theresa to stay the fuck away or
     we're going to be defending some of
     "these people" for murder.

Ed considers her insight as closer to the truth than he'd
like to admit.


EXT. HINKLEY FIREHOUSE - NIGHT

The lot is filling with more cars and trucks; headlights
criss-cross each other as people pull in from all directions.
It is stifling hot evening.


INT. HINKLEY FIREHOUSE - NIGHT

CLOSE ON HANDS.  As people stream in, they are each handed a
release form with a space for a signature on the bottom.


EXT. FIREHOUSE - NIGHT

Erin's Chevy pulls up to the firehouse. The kids are in the
car asleep. She gets out, leaving the door open.

She only goes as far as the firehouse front door. She steps
in. Ed is waiting by the door, before he goes up to make his
speech. He acknowledges Erin.

                    ED
     How do you feel?

                    ERIN
     Fine. It's hot as hell in here.

                    ED
     That'll make this a lot easier.

                    ERIN
     Nervous?

                    ED
     It's anyone's guess.

Erin looks around at room, as the Hinkley residents take
their seats. Everyone's waving papers at themselves to cool
off...then looking around as if for something in particular.

                    ERIN
     Be friendly. Cause they don't want to be
     here.

                    ED
     Why do you say that?

                    ERIN
     They didn't bring any food.

She motions to long fold out tables against the wall - empty.

                    DONNA
                  (passing by)
     Erin?

                    ERIN
     Donna, hi..how are you?

                    DONNA
     I heard you were in the hospital.

                    ERIN
     I'm fine.

                    DONNA
     This is crazy, huh. What's going to
     happen?

                    ERIN
     Let Ed explain it. It's gonna be OK. Is
     Pamela coming?

Donna shakes her head NO. Erin and Ed know that's not a good
sign.


INT. HINKLEY FIREHOUSE - LATER

It's sweltering.  The room, packed with plaintiffs, hums with
horse flies and tension.  People are fanning themselves with
the release forms. Ed's addressing them from a raised
platform.

                    ED
     ...Binding arbitration isn't all that
     different from a trial.  It's overseen by
     a judge.  Evidence is presented in much
     the same way....

                    PLAINTIFF
     And then a jury decides?

                    ED
     No, sorry, I should have mentioned that.
     There's no jury in binding arbitration.
     No jury, and no appeal.

                    BOB LINWOOD
     No appeal?  So what are our options if we
     don't like the result?

                    ED
     Well -- you have none.  The judge's
     decision is final.  But we really don't
     anticipate that being a problem.

Unhappy murmuring in the crowd. Now, in addition to the
stifling heat, the large room is thick with mistrust.  People 
are shifting in their seats, whispering to each other.

                    ED (CONT'D)
     ...As I said before, it will definitely
     be somewhere between 50 and 400 million
     dollars...

                    MANDY BROWN
     Which?  There's a big difference there.

                    ED
     I wouldn't want to speculate at this
     point.

                    MANDY BROWN
     So then, what, that mystery number's
     divided up at the whim of some judge --

More whispering, more movement.

                    MANDY BROWN (CONT'D)
     How does it get divided?

                    PLAINTIFF
     Yeah, who gets what? My medical bills
     started two years before some other
     people here.

                    MANDY BROWN
     But my kid's been in and out of the
     hospital a lot more than his. It
     shouldn't matter when it started.

                    ED
     Wait a minute, that's not-

The crowd erupts. The GRUMBLE of discontent has overtaken the
room. Erin watches the meeting fall apart.  It's driving her
crazy. She notices CHARLES EMBRY, the flirty guy from the 
picnic, watching her from the rear of the room. His smile is
hard to interpret...

                    ED (CONT'D)
     ...People listen, please..the point we
     want to address tonight is getting
     everyone to agree that going binding
     arbitration is preferable to a trial that
     could go on for ten years before you see
     any money.

                    PLAINTIFF
     Well, maybe some of us want to go ten
     years.

                    OTHER PLAINTIFFS
                  (overlaps)
     I don't..YEAH!...Speak for
     yourself!..This is bullshit!..Let him
     talk, for Christ sake..!!

                    ED
                  (overlaps)
     We have to agree or no one has a
     chance....

Some people are getting up to leave.

                    ED (CONT'D)
                  (emphatic)
     ...For those of you about to leave, I'd
     like you to keep this date in mind: 1976.
     That's the year of the Three Mile Island
     disaster, and the people of Love Canal
     are still waiting for their money. Think
     about where you'll be when the year 2018
     rolls around.

The people that were leaving stop.

                    ED (CONT'D)
     Look. Everyone. is this a big decision?
     Absolutely. But I do not believe - and I
     wouldn't say this otherwise - I do not
     believe this is a sell-out. With over six
     hundred clients, the most you can try is
     twenty a year, so it's like a roulette
     wheel. You have somebody that's real sick
     and he's the six-hundredth guy, he's not
     gonna make it. And that is exactly what
     the PG&E lawyers want - they keep making
     their fees, dragging out the case,
     waiting for people to drop by the
     wayside.
                  (beat)
     This is the best shot at getting everyone
     some money now. You and I both know that
     some people in this room can't afford to
     wait, to take that chance. Are you going
     to make them wait?

The crowd is listening now.

                                   DISSOLVE TO:


INT. FIREHOUSE - LATER THAT NIGHT

The last car drives away. The clock reads 12:35 PM. Erin and
Ed are counting the agreements signed by those who wish to
continue with the arbitration - talking, counting;

                    ED
     ....So how many all together..

                    ERIN
     We got about half of them.

                    ED
     Shit.

                    ERIN
     We're gonna have to go door-to-door Ed.
     It's the only way.

He nods. Erin looks at him.

                    ERIN (CONT'D)
     You did good, Ed.

                    ED
     We'll see.


EXT. HINKLEY MOTEL - NIGHT

Erin's Chevy pulls into the parking lot.

                   MATTHEW (O.S.)
     I don't want to stay here.  It smells.


INT. HINKLEY MOTEL ROOM - NIGHT

Erin is entering the crappy motel room with her kids.

                    ERIN
     We got no choice.  I'm not gonna make it
     home tonight.  Now go wash up and climb
     into bed.

As the kids wander toward the bathroom, Erin picks up the
phone and dials.  RING, RING.

                    GEORGE (O.S.)
     Hello?

                    ERIN
     Hi.  It's me.
                  (silence)
     I've got one more favor to ask you...
     It'll be the last one..I promise.


EXT. HINKLEY MOTEL - DAY

Very early.  Erin is visible in the motel office, talking to
the clerk, when George's motorcycle pulls into the lot.


EXT. ERIN'S MOTEL ROOM - DAY

Erin comes up to him, hands him a key.

                    ERIN
     I got you your own room.

He takes it, glances toward the motel room.

                    ERIN (CONT'D)
                  (awkward beat)
     Look, don't take any of 'em on your bike,
     okay?  Call a cab if you wanna go
     somewhere.

She hands him a wad of cash. he hands it back.

                    GEORGE
     I have money....How long's this whole
     thing gonna take?

                    ERIN
     I don't know.  Few days.
                  (beat)
     Thanks for helping me.  I appreciate it.

He nods.  It's an awkward moment. George starts moving his bike
to a parking space...as Erin speaks;

                    ERIN (CONT'D)
     Seems like all I do lately is apologize
     to everybody...

George is engaged in an action throughout Erin's speech -
locking up his bike, getting his stuff - never looking at
her.

                    ERIN (CONT'D)
     But, I am really sorry, George...I feel
     like a shit about how I treated you and
     I'm...I'm sorry.
                  (beat. no
                   reaction)
     I'm also scared to death...Scared I'm
     gonna lose my kids. Scared I'm gonna wind
     up nowhere...with no one...And I'm in
     that hospital bed George, I swear,
     thinking -
                  (nervously
                   laughs)
     'Fuck..it can't get much worse than
     this'...And the only person I can think
     of to make it better is you...I've never
     been with a man who made anything better.
     Don't give up on me yet.

George doesn't act like he has listened, but we & Erin know
he has. He gives a look that doesn't give her much.

                    GEORGE
     Have the kids eaten?

Erin nods. Beat. George turns and walks into the motel. Erin
gets into the truck and pulls out.


EXT. HINKLEY - COMMUNITY BOULEVARD - DAY

Erin's Chevy is bombing down the road.


EXT. PAMELA DUNCAN'S HOUSE - DAY

Erin is on her doorstep once more. Pamela opens the door,
cautiously.


INT. PAMELA DUNCAN'S HOUSE - DAY

Pamela and Erin sit at the kitchen table.

                    PAMELA
     ..and then this...this letter with these
     names of people I never heard of..people
     with no faces...I tell you, it was just
     like all the crap we used to get in the
     mail from PG&E - like there was no one
     real, no..real person behind any of
     this..suddenly telling us something
     entirely different from what you said...

                    ERIN
     I know. I'm sorry. I'm sorry for what I
     didn't know. For what I didn't even
     understand..and I'm sorry you found out
     about it like that. It was a shitty way
     to explain it to you but...you got to
     separate that from what they're
     proposing. You're gonna have enough money
     to take real care of your kids and
     yourself...Isn't that the most important
     thing?

Beat.

                    PAMELA
     And who's going to be accountable for
     what happened? Who can I point to?

                    ERIN
                  (honestly)
     No one... They won't even show up at the
     arbitration.

This stings Pamela. But she looks at her kids in the yard.

                    PAMELA
     Why are you all doing this?

Erin thinks for a moment.

                    ERIN
     Because it would be easier not to.


INT. ERIN'S CAR - BACK SEAT - DAY

There are two boxes there -- one full of unsigned release
forms, the other empty.


INT. THE DANIELS HOUSE - LIVING ROOM - DAY

Erin, Ed and Pamela are sitting with Ted and Rita.


INT. MANDY'S HOUSE - LIVING ROOM - DAY

Erin, Ed, Mandy, and Tom are seated on the sofas.  Mandy
signs an agreement.  Hands the pen to Tom, who also signs.


INT. LINWOODS' HOUSE - DAY

From outside, we see Erin at the kitchen table with Ed and
Bob and Ruth Linwood, who are laughing at Ed's story.

                    ED
     ...so she drops the entire bag of Doritos
     in my lap and while I'm driving, she's
     feeling me up because she has to eat all
     the time, this one..constantly....

                    ERIN
                  (overlapping)
     Oh shut-up! I was not! He's such a liar.

                    RUTH
     Oh Lord!


INT. ERIN'S MOTEL ROOM - NIGHT

In the wee hours.  While her kids sleep, Erin sits at the
cheap motel room table, going through her forms, organizing,
alphabetizing.


INT. ERIN'S MOTEL ROOM - DAY

CLOSE ON ERIN, fast asleep at the table, her face pressed
against the linoleum.  There's some NOISE in the room,
WHISPERING.  Erin stirs and looks around to see George behind
her, diapering Beth, while Matt and Katie put their shoes on.

                    ERIN
     What time is it?

                    GEORGE
     Real early.  We're just gonna take your
     car to get some breakfast.

Erin forces herself awake.

                    ERIN
     No, I need my car --

                    GEORGE
     We'll just be a minute.  Get a little
     more sleep.

He picks up Beth, takes Katie's hand, and calls across the
room to Matthew.

                    GEORGE (CONT'D)
     C'mon, pal.  Leave that alone, we gotta
     go.

Erin turns to see Matthew holding one of her release forms.

                    ERIN
     Oh, baby, please don't play with that,
     okay?  I got 'em all organized.  Just put
     it back.

But he's reading it.  And something has caught his attention.
He looks up at Erin.

                    MATTHEW
     This girl's the same age as me.

Erin gently takes the form away from Matthew, wanting to
shield him from the harsh realities of this case.

                    ERIN
     That's right, sweetheart.

She replaces the form on top of the stack.

                    MATTHEW
     She's one of the sick people?

                    ERIN
     Yeah.  She is.
                  (beat)
     But you know what?  That's why I'm
     helping her.  So she can get some
     medicine to make her feel better.

Matthew mulls this over a bit more.

                    MATTHEW
     How come her own mom isn't helping her?

                    ERIN
     'Cause her own mom's real sick, too.

Matthew thinks real hard about this, then heads over to the
door, where George, Beth, and Katie are waiting for him.
Before he leaves, though, he turns back to Erin.

                    MATTHEW
     Maybe we'll bring you back some
     breakfast.  You want eggs?

She looks at Matthew and her eyes fill with tears. She's so
proud of her son in this moment. As if his understanding is
what she needed all along.

                    ERIN
     Eggs'd be great, baby.  Eggs'd be perfect.


INT. DESOTOS' HOUSE - DAY

Erin is leaving, saying good-bye to Mary DeSoto. Erin has a 
signed release form in her hand.


INT. THE BACK OF ERIN'S TRUCK - NIGHT

The signed stack has grown; the unsigned stack has shrunk.
Erin drops five more agreements into the "signed" box.


EXT. LOST CAUSE SALOON - NIGHT

Erin's truck drives into the parking lot.


INT. LOST CAUSE SALOON - NIGHT

An exhausted Erin has come in for a drink, a private moment
for herself..having a beer and a cigarette.

A MAN (CHARLES EMBRY) comes over and sits opposite.

                    CHARLES
     Hey. Don't I know you?

Erin winces...

                    ERIN
                  (to herself)
     Oh no..
                  (to him)
     Uh..no..I..I don't think so-

                    CHARLES
     Sure. Sure..I saw you at that barbecue in
     Hinkley. And the firehouse.

                    ERIN
     Oh.
                  (disinterested)
     Were you there?

                    CHARLES
     Sure. Sure..I watched you. I had my eye
     on you..ha, ha...

                    ERIN
     Oh....how nice..
                  (swigs beer)

                    CHARLES
     I saw ya...saw ya talking to
     everybody..writing stuff down..ha, ha..I
     said to myself..something about her..I
     really like that girl...Can I buy you a
     drink?

                    ERIN
     I'm actually on my way out..

                    CHARLES
     I feel like I can talk to you too. Like
     you're a person I can say anything to..

                    ERIN
     You know, I'm really not.

                    CHARLES
     Listen..

He leans in. Erin leans back. She thinks he's going to make
an indecent proposal...

                    CHARLES (CONT'D)
     Would it be important to you if I told
     you that when I worked at the Hinkley
     plant, I destroyed records?

Erin stares blankly. She forgets to breathe. Her mind races.

                    ERIN
     Uh..I don't know uh...
                  (doesn't know
                   his name)

                    CHARLES
     Charles.

                    ERIN
     Charles..Maybe. Would you..would you
     excuse me a moment - I just have to go to
     the bathroom.

                    CHARLES
     Sure babe.

                    ERIN
     Don't go away..

She calmly exits OS.

                                   CUT TO:


EXT. LOST CAUSE SALOON - NIGHT

Erin runs her ass off to her truck...opens the door, searches
for her cell phone...


INT. ED'S OFFICE - NIGHT

Ed's working. The phone rings.

                    ED
     Yeah?..What? Kid, slow down..Who?

INTERCUT ERIN..

                    ERIN
     This guy! Charles! He tells me he
     destroyed records. He worked at Hinkley..

Ed rises out of his chair as he listens..

                    ERIN (CONT'D)
     I thought he was picking me up. I mean
     maybe he is. But why would he say that?

                    ED
     Calm down, calm down..Shit..Look, go back
     and see if he'll make a declaration.

                    ERIN
     A declaration...

                    ED
     But be careful. Don't care him off.

                    ERIN
     Right...

                    ED
     And if you have to sleep with him, that's
     all right too..

                    ERIN
     OK OK..I'll call you back..

                                   CUT BACK TO:


INT. LOST CAUSE SALOON - NIGHT

A deliberately calm Erin talks to Charles;

              ERIN
  So..Chuck..can I call you Chuck?

              CHARLES
  Sure. Sure.

              ERIN
  Would you like another drink?

              CHARLES
  I'm good.

              ERIN
  So what happened here - you were telling
  me about records...?

              CHARLES
  Yeah. Those fuckers...
            (sips beer)
  I was with that plant for thirty five
  years. They made me sick and when I
  retired I get a fucking watch..

                                   DISSOLVE TO:


INT. LOST CAUSE SALOON - LATER THAT NIGHT

Erin and Charles are the only patrons.  Erin's eating a
burger.  Charles has a beer.

                    CHARLES
     I was working in the compressor, and out
     of nowhere the supervisor calls me up to
     the office and says, we're gonna give you            
     a shredder machine, and send you on down
     to the warehouse.  We want you to get rid
     of all the documents stored out there.

                    ERIN
     Did he say why?

                    CHARLES
     Nope.  And I didn't ask.

                    ERIN
     Did you get a look at the stuff you
     destroyed?

                    CHARLES
     There was a lot of dull stuff -- vacation
     schedules, the like.
                  (beat)
     But then there were a few memos about the
     holding ponds.  The water in them.  They
     had readings from test wells, stuff like
     that.

                    ERIN
     And you were told to destroy those?

                    CHARLES
     That's right.

Erin plays it down, takes a sip of beer.

                    CHARLES (CONT'D)
     Course as it turns out, I'm not a very
     good employee.

                    ERIN
     What do you mean?

                    CHARLES
     Well.  There were a few documents that I
     somehow didn't get around to shredding.
                  (beat)
     That I kept instead.

Erin stops, mid-bite of burger. She looks at him.

                    CHARLES (CONT'D)
     At the time, I thought, I got six kids,
     some of 'em want to go to college. I
     can't afford to lose my job. I told
     myself I was being honorable.
                  (beat)
     But there's nothing honorable in what I
     did.
                  (beat)
     Maybe that's why they picked me for the
     job. Maybe they knew what kind of man I
     was.

Pause.

                    ERIN
     Charles. Will make a declaration stating
     all the things you've told me?

He looks at her.


INT. POTTER, HUGHES & ROSEWOOD - RECEPTION - DAY

Erin and Ed enter, with boxes in their arms and a whole lot
of attitude.


INT. POTTER, HUGHES & ROSEWOOD - CONFERENCE ROOM - DAY

The table is covered with boxes of documents: the anticipated
slew of paper that PG&E is sending them.  Kurt, Theresa,
Andrew and ABOUT FIVE PARALEGALS are sifting through them.

Erin and Ed breeze in like sunshine.

                    ERIN
     Morning!

                    POTTER
     Erin?  Ed...what are you --

                    ERIN
                  (to Ed)
     May I?

                    ED
     Oh yes. Please do.

                    ERIN
     You know what, Mr. Potter?  We completely
     forgot your birthday this year.  And
     seeing as how you've been so good to me,
     I thought it was a terrible oversight.
     So what Ed and I been doing over the last
     few days is putting together a present
     for you.

She plunks the box down on the table.  Potter opens the top
of the box.  Looks in.

                    ERIN (CONT'D)
     634.  They all signed.  Every single
     one.

Potter, Theresa, et al...are stunned.

                    THERESA
     Ho - ly - shit.

                    ERIN
     Oh, now don't get all jealous, Theresa.
     We got a little something for you, too.

Erin hands Theresa a manila envelope.  She opens it.

                    ERIN (CONT'D)
     Internal PG&E documents, all about the
     contamination.  The one I like best says,
     and I'm paraphrasing here, but it says
     yes, the water's poisonous, but it'd be
     better for all involved if this matter
     wasn't discussed with the neighbors.
     It's to the Hinkley station, from PG&E
     Headquarters.  Stamped received, March,
     1966.

Potter and Theresa reel.  Potter shakes his head in disbelief.

                    POTTER
     Where did -- how did you do this?

                    ERIN
     Well, what with me not having any brains
     or legal expertise, and Ed starting to
     lose his faith in the system and all..am
     I right?...

                    ED
                  (overlaps)
     Oh yes..completely..No faith...

                    ERIN
                  (overlaps)
     I just went on up there and performed
     sexual favors.  634 blow jobs in five
     days.  Boy, am I ever tired.

Ed's head falls to his chest - he didn't know that was
coming. But Erin just smiles..digesting her canary.

                                   DISSOLVE TO:


EXT. PACIFIC COAST HIGHWAY - DAY

One of those days when the bay sparkles like a glitter ball.
Erin's Chevy moves up the PCH.  George's at the wheel. Erin
by his side. The kids in the back.  Time has passed -- Erin's
hair's a little different.


EXT. BEACH PARKING LOT - DAY

Erin gets out of her new truck, looks, sees the Irvings in a
little cluster.

Donna's under an umbrella.  Pete is slathering on sunscreen.  
The two girls zip out toward the water.  Erin waves.  Pete
and Donna spot her, wave back. The kids run out toward the
beach to play with the Irvings kids.... Erin holds Beth
calling out to them;

                    ERIN
     Find a spot near the shore!

George is hauling out a cooler.

                    ERIN (CONT'D)
     Let me give you a hand.

                    GEORGE
     No I got it. I'll take Beth and set up
     while you take care of your business.

                    ERIN
     No...I want you to come with me...
                  (smiles)
     I want you to see what you've helped to
     do.


EXT. BEACH - LATER

Donna is sitting on a blanket beneath an umbrella watching
her kids in the water - joined by Erin's kids..Erin comes up 
behind her. George carries Beth.

                    ERIN
     Hi..This is George..George this is Donna.

                    GEORGE
     Nice to meet you.

                    DONNA
     Hi! And who's this little precious.

                    ERIN
     This is Beth..Say hi..Hi...How you
     you feeling today?

George and Erin sit before her.

                    DONNA
     It's a good day.  I feel good.

                    ERIN
     Well, then -- if you're feeling up to it,
     maybe we should talk shop. The judge came
     up with a number.

                    DONNA
     A number for the whole group, or for us?

                    ERIN
     Both.

Donna sits down next to her.

                    ERIN (CONT'D)
     He's making them pay the maximum.

Tears of vindication spring to Donna's eyes.

                    DONNA
     Oh, my God.

                    ERIN
     And he's making them give five million of
     it to you all.

                    DONNA
     Five million dollars?

                    ERIN
     Five million dollars.

She reels.  After a breathless beat:

                    DONNA
     I don't even know how much money that is.

                    ERIN
     It's enough -- for whatever you need, for
     whatever your girls need, for whatever
     your girls' girls need. It'll be enough.

Donna wipes the tears off her face, then watches the light
flickering off her girls playing in the surf.

                    DONNA
     I can put them in a good school.

                    ERIN
     Any school you want.

                    DONNA
     And get someone to help around the house.

                    ERIN
     Yup.

                    DONNA
     Oh my God.  Oh my God.

Donna is overwhelmed.  Erin pulls her close.

                    DONNA (CONT'D)
     Oh, my God.

George holds Beth close. He looks at Erin with love and
pride, and finally, complete understanding of what she's been
moving towards from the beginning. Erin looks at him over
Donna's shoulder, and smiles with tears in her eyes.


EXT. MASRY & VITITOE'S NEW OFFICE BUILDING - DAY

Now this is where the hot lawyers work.  A gleaming testament
to power.


INT. MASRY & VITITOE'S NEW OFFICE - DAY

Boxes everywhere.  They just moved in.  Everyone is unpacking
at his or her desk.  Rosalind is manning the new phones.

                    ROSALIND
     Masry & Vititoe, can I -- shoot!
                  (she lost them)
     Masry & Vititoe, can I -- damn it.
                  (calling out)
     Does anyone know anything about these
     phones?


INT. ED'S NEW OFFICE - DAY

Ed is in his new office when a LEGAL ASSISTANT enters
carrying an ENVELOPE and hands it to Ed.

                    ED
     Thanks.

She exits as Ed opens the envelope to reveal: A BONUS CHECK
MADE OUT TO ERIN FOR TWO MILLION DOLLARS. Ed smiles.


INT. ERIN'S NEW OFFICE - DAY

Ed enters Erin's beautiful, private office to give her the
bonus - only to find that she is not there. He walks over to
her desk and lays the envelope down next to some framed
photos of Erin's children. He exits, closing the door behind
him as we:

                                   CUT TO:


EXT. SUBURBAN HOME IN ANOTHER BARREN CA. AREA - DAY

Doorbell rings. A HOUSEWIFE opens the door.

                    HOUSEWIFE
     Can I help you?

                    ERIN
     Hi. My name is Erin Brockovich. I'm been
     talking to some of the families in the
     neighborhood about a problem you've been
     having with the water supply...Jane
     Whittman told me to contact you...

                    HOUSEWIFE
     Oh yeah, Jane, sure...

                                   BLACKOUT.


END CRAWL:

The settlement awarded to the plaintiffs in Hinkley
v. PG&E was the largest in a direct-action lawsuit in
United States history.

Erin and Ed have three other cases pending, including
one against PG&E.
All movie scripts and screenplays on «Screenplays for You» site are intended for fair use only.