WHAT LIES BENEATH


                              by

                         Clark Gregg




























                                                June 14, 1999


FADE IN:

Moving through a murky haze.  Dark blues and greens, shafts
of prismed purple.  A pale shard appears in the distance.
Gliding closer, a group of tiny fish dart before the camera.
We're UNDERWATER.  Arriving at the form, it finally sharpens
into focus.  It's a WOMAN'S BODY submerged in dark water,
arms floating lazily at her side.  The face is obscured by
flowing hair.  All that is visible is a pair of COLD, STARING
GREEN EYES, which blink closed...

                                                    MORPH TO:

...then open as BLUE EYES, as a DIFFERENT FACE emerges from
water.  CLAIRE SPENCER awakens from this unsettling dream in
her bathtub.  She pivots the large BRASS SHOWER HEAD (the
kind that moves up and down on a pipe) off to one side,
reaches toward her feet and we hear the sound of a plug being
pulled.

INT.  BATHROOM - DAY

A HAZY SHAPE-- accompanied by a whirring sound.

A steam covered mirror is cleared with a BLOW DRYER.  Claire
starts to come into focus.  The dryer stops.  She presses the
red G.F.I. button on the socket.  ZAP!  A big blue spark
shoots out.  Claire pulls her hand back...and the dryer
starts whirring again.

She clears the mirror and replaces the dryer on a hook.  She
regards herself in the mirror, and attractive, elegant-
looking woman around forty.

Claire traces a finger along a small but noticeable SCAR
above her left eye, then slowly drops the hand to her cheek,
as if confirming her existence.

INT.  CLAIRE'S HOUSE - DAY

Claire, now dressed, presses her face against a door,
listening for the sounds of stirring from within.  Silence.
She quietly pushes open the door.

INT.  ROOM - DAY

Claire makes her way past half-filled boxes and duffels to a
window, then pulls the curtains to reveal:

A LOVELY, WOODED LAKE.  It couldn't be more picturesque.  A
24' SAILBOAT is moored at the dock and an OLD STONE
LIGHTHOUSE sits on a point across the lake.

The sunlight motivates an unconscious groan from A FIGURE
still shrouded by covers.

Claire sits beside the sleeping form.  She scans the room
briefly, taking in a Greenpeace flag and a picture of a
tomboyish ten year-old girl at camp.

She gently pulls back the covers and peers down at the same
face, now a waifish, pretty seventeen year-old, with chopped
hair and tiny nose ring.  Claire leans over and inhales the
sleeping scent of her only daughter, CAITLIN.  She places her
hand on a cheek.  The girl's eyelids flutter softly.

                     CLAIRE
          Morning, beauty.

Caitlin lets out a grunt and rolls over onto her belly.

                     CLAIRE
          Let's go.  Or we'll never leave on time.

From out of the pillow comes Caitlin's voice.

                     CAITLIN
               (muffled)
          I'm totally ready.

Claire glances around at the piles of unpacked clothes.

                     CLAIRE
          Come on, I'll make you some waffles,
          maybe we'll squeeze in a trip to the
          mall.
               (beat)
          Caitlin...

Claire gently swats at the tiny lump that is Caitlin's
behind.

                     CAITLIN
          Mother...

Claire stands and instinctively scoops up some clothes from
the floor, then folds and neatly stacks them on a box.
Caitlin turns her head sideways on the pillow.

                     CAITLIN
          You're such a morning person.

Claire turns at the door.

                     CLAIRE
          It is unwise to heckle the keeper of the
          plastic.

She starts to leave.  Caitlin calls out.

                     CAITLIN (O.S.)
          Blueberries!

Claire smiles as she closes the door behind her.

INT.  HALLWAY - DAY

Claire bends down to pick up one of Caitlin's socks.  When
she stands, something catches her eye out a window.  She
gazes down, transfixed.

ANGLE

Through a stand of trees over a HIGH WOODEN FENCE, A YOUNG
COUPLE is in the midst of a heated argument next door.
Claire watches as the HUSBAND, a large imposing man with an
unruly shock of red hair, snarls at his wife across the hood
of their huge old Buick.  She tries to get a glimpse of the
woman, but all that's visible is THE BACK OF HER BLOND HEAD.

A TAN, SINEWY ARM encircles Claire's waist.  She lets out a
small gasp as a hand closes on her breast.  It's Claire's
husband, DR. NORMAN SPENCER, nibbling gently at her neck.
He's older than she, pushing fifty, with silver streaks
beginning to permeate the shaggy mop of hair that makes him
look more like a preppy rocker or a lacrosse coach than the
prominent academic that he is.  Claire, however, can't take
her eyes off the scene below.

                     NORMAN
          They at it again?

Claire nods.

                     NORMAN
          Christ, that's twice in...When did they
          move in?

                     CLAIRE
          I think three...

                     NORMAN
          Three weeks.

She continues to gaze downward.  The man leans over the hood,
murmuring darkly at his wife, though for Claire and Norman
the scene is entirely silent.

                     CLAIRE
          What's their name?

                     NORMAN
          Feur, I think.  Psych department.  Figures.
          They're all psychotic.

Outside, Mr. Feur turns and walks toward his house.  Norman
begins, once again, to nuzzle Claire.  Her eyes close, but
then she gently demurs.

                     CLAIRE
          She's awake.

                     NORMAN
          We'll be quiet.  Quick and quiet.

She turns to him.

                     CLAIRE
          I don't want to be either.

He smiles.  A really good smile.  The lips and tongue on his
faded T-shirt mark him as a 'Stones fan.

                     NORMAN
          When's she out of here?

                     CLAIRE
          Norman Spencer.

Norman gives up.  He busses her cheek.

                     NORMAN
               (moving toward the stairs)
          Alright.  I can't take the rejection.  I'm
          going to class.

                     CLAIRE
          Don't.

                     NORMAN
          Claire, I have to show up for the--

                     CLAIRE
          It's Saturday.

Norman stops.

                     NORMAN
          I knew that.  You think I didn't know
          that?

She smiles at him.  After a beat:

                     NORMAN
          It's today?

                     CLAIRE
               (wistfully)
          Yep.

They share a warm, poignant look.  He turns and moves down
the stairs.

                     NORMAN
               (calling over his shoulder)
          We're going to have to leave by three if
          we want to beat the traffic.

Claire returns her gaze to the scene below as Mr. Feur says
something ominous to his wife, then stalks into the house.

                     NORMAN (O.S.)
          Claire?

                     CLAIRE
               (absently)
          Three o'clock.

ANGLE

Mrs. Feur drops her face into her hands.

EXT.  SIDEWALK CAFE - DAY

Claire peruses her 'to do' list as Caitlin munches a panini.

                     CLAIRE
          ...and I still think we should get you
          some mittens.

Caitlin puts down the sandwich and regards her mother warmly.
The bond between them is palpable.

                     CLAIRE
          Do you have a scarf?

                     CAITLIN
          Hey.

Claire looks up from her little pad of paper.

                     CLAIRE
          Yes?

                     CAITLIN
          It's only two hours away.

                     CLAIRE
          I know that.

                     CAITLIN
          I'll come back all the time.

                     CLAIRE
          Of course you will.

                     CAITLIN
          I'm just saying, you're going to be
          fine.

Claire smiles.

                     CLAIRE
          Sweetheart, I've known this day was
          coming for a long time.  I've got your
          father and the garden and the new house.
          You really don't have to worry.

Caitlin smiles back and nods, her face betraying some
concern.  Claire takes her hand.

                     CLAIRE
          Really.

She nods reassuringly and pulls Caitlin into an embrace.  Her
eyes close.

                     CAITLIN (V.O.)
          Mother...

EXT.  COLUMBIA UNIVERSITY - DAY

Claire's frozen in the hug.

                     CAITLIN
               (beat)
          Mom.

Her eyes open.  Widen to reveal Claire, holding Caitlin on
the college campus.  The URBAN SKYLINE looms in the
background.

                     CAITLIN
          I have'ta go.

After a moment's hesitation, she releases her grip.  Caitlin
glances over her shoulder to make sure no one's witnessed
this overt display of maternal affection.

                     CAITLIN
          I'll call you.

Claire produces an ENVELOPE, which she presses into her
daughter's hand.  It's a book of TRAIN TICKETS.

                     CLAIRE
          Come home anytime.

Caitlin looks at Norman.

                     NORMAN
          Really gonna leave me, huh?

She nods.  They share a tender look.

                     NORMAN
          Be good.

She throws her arm, briefly, tightly around his waist.  A bit
overwhelmed, he slowly brings his hand to the back of
Caitlin's head.  After a moment, she steps back...

                     CAITLIN
          Bye.

...then turns and makes her way toward the large, old
Columbia dorm.  A banner is draped across its portals which
reads:

                  'WELCOME CLASS OF '04.'

Claire watches her daughter melt into a crowd of similarly
shaggy freshmen, smoking and talking on the front steps.  Her
eyes are shining.  Norman wraps an arm around her waist as
she daps at a tear with a Kleenex.

                     CLAIRE
               (smiling)
          I almost made it.

They turn and head for the car.  Claire sneaks one last look
over her shoulder.

ANGLE

Caitlin glancing back at Claire with an apprehensive smile.

INT.  NORMAN AND CLAIRE'S ROOM - NIGHT

Claire walks in from the bathroom wearing a sexy cotton
nightgown.  Norman is in bed, absorbed in some notes.
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She gets into bed, then picks up a thick text from beside him
and starts reading.  After a moment:

                     NORMAN
          Whatcha reading?

                     CLAIRE
               (reading the cover, sexy voice)
          Genetic repair mechanisms in eukaryotic
          organisms.

                     NORMAN
               (slight smile)
          How is it?

Claire snuggles up.

                     CLAIRE
          Excellent.  Couple of Swedish sailor cells
          just gang divided a virginal cheerleader
          cell.

                     NORMAN
               (lost in his book)
          Nice.
               (beat)
          Almost done.

She pulls slightly away.

                     CLAIRE
          If you have to work...

                     NORMAN
          No, no.  I'm just about...
               (beat)
          There.

He places his book on the bedside table and turns to her.

                     NORMAN
          How are you?

                     CLAIRE
          Fine.

                     NORMAN
          It's okay if you're not.

                     CLAIRE
          I am, really.

                     NORMAN
          It's just she's been the focus for a
          while.

                     CLAIRE
          Not the focus.

                     NORMAN
          You know what I mean.

Claire thinks for a moment.

                     CLAIRE
          To tell you the truth...I'm
          excited.

                     NORMAN
          You are...

                     CLAIRE
          To get my life back.  To have some time
          for myself.  Some time for us.

He caresses her.

                     NORMAN
          You did a great job.  She's a good kid.

                     CLAIRE
          We did.

There's a weighty pause.

                     NORMAN
          It's just us now.

                     CLAIRE
          I know.

He kisses her.

                     NORMAN
          Tired?

                     CLAIRE
          Nope.

                     NORMAN
          Wanna fool around?

                     CLAIRE
          Yup.

They start to kiss.  It's slow and a bit methodical in the
manner of long time lovers.  Suddenly, the SOUND OF A WOMAN
WAILING can be heard.  They stop.

                     NORMAN
          Did you...

                     CLAIRE
          Shhh.

They listen.  The sounds start to become louder.  It is
clearly two people in the throes of some very vocal and
savage love making.

                     NORMAN
          Jesus.

He walks over and closes the window.  It doesn't help.

                     NORMAN
          I guess they're making up.

The woman's moaning becomes embarrassingly loud.

                     CLAIRE
          What is he doing to her?

They lie together in silence as the cacophony drones on.

                     NORMAN
          And we moved out here for the quiet.

                     CLAIRE
          Mmm.

Beat.  The mood has passed.

                     NORMAN
          Maybe we should just...

                     CLAIRE
          Tomorrow.

                     NORMAN
          I'm finished at three.  No.  Squash with
          Stan.

                     CLAIRE
          After that.

                     NORMAN
          I'll be there.

Beat.

                     NORMAN
          Love you.

She smiles.

                     CLAIRE
          Night.

They lie together in the darkness as the Feurs finally
climax.

INT.  CAITLIN'S ROOM - DAY

Claire pushes open the door to Caitlin's room carrying an
armful of FOLDED LAUNDRY.  She moves quickly to the bureau,
not wanting to spend much time in here, then grabs a TINY
BLACK TOP from the pile, and drops it into a drawer.  She's
just about to close it, when something catches her eye.

CLAIRE'S POV

She drops the laundry and slowly pulls a tattered, old
JUILLIARD T-SHIRT with a very seventies logo from the drawer.
Claire gazes around the room, which is a reliquary of
Caitlin's recently concluded childhood; PICTURES, TROPHIES,
STUFFED ANIMALS.

She brings the now faded T-shirt to her face and drinks in
the smells.  She stares down at the word 'Juilliard.'

                                                MATCH CUT TO:

INT.  BASEMENT - DAY

'JUILLIARD'...now it's on the same T-shirt only Claire's
wearing it and she's much younger.  It's an old photograph in
an album.  Younger Norman stands next to her in the shot, his
arm draped around her waist.  A CELLO CASE stands beside her.

Claire glances around at several hastily unpacked boxes and
sees propped in the corner...THE CELLO CASE.  She gazes at
other photos.

-- Claire in her wedding dress, Norman beside her in a tux
   with a very wide bow-tie.

-- Claire and Norman in front of a UNIVERSITY BUILDING.  A
   tiny Caitlin rests on her hip.

Claire's chin begins to tremble and she chokes out a sob.

EXT.  FRONT YARD - DAY

Her face streaked with tears, Claire stumbles out into the
immaculately manicured ROSE GARDEN.

The yard is surrounded by a HIGH WOODEN FENCE.  She collapses
into a lawn chair as the tears begin to subside.  Suddenly,
she hears something coming from next door.

She cocks her head and attempts to make out the sound.  It
is, ironically, the sound of a WOMAN CRYING.  Claire makes
her way over to the fence.  The women's sobbing becomes more
plaintive and fevered.

She places her face against the prickly, vine covered fence
and tries to peer through the crack.  All she can make out is
A DARK BLUE BLUR that seems to be rocking.  Claire gathers
her nerve and calls out...

                     CLAIRE
          Hello...

There's no reaction.

                     CLAIRE
          Mrs. Feur?

The sobbing chokes down to a breathless whimpering.  The blue
shape vanishes from view.

                     CLAIRE
          Wait a minute.  I just want--

Something bumps against the fence.  Claire draws back.  She
hears heavy breathing.

                     MRS. FEUR
               (sniffling)
          Who are you?

                     CLAIRE
          It's Mrs...It's Claire...Spencer.  From
          next door.  Is everything--

                     MRS. FEUR
          You're the flower lady.

                     CLAIRE
          Um...yes.

                     MRS. FEUR
          I've seen you.  From the window.

                     CLAIRE
          Is everything alright?

Claire leans closer to the tiny crack.  She sees a fleshy
blur and what might be part of an eye.  There's no response,
just the breathing.

                     CLAIRE
          Hello?

                     MRS. FEUR
          I'm not...

She seems on the verge of losing it again.

                     MRS. FEUR
          He's so...it's too much...and I can't...I
          can't breath...

                     CLAIRE
          Who?  Your husband?

                     MRS. FEUR
          And I'm afraid.  Oh god, I'm so afraid
          of...

She trails off.

                     CLAIRE
          What?  What are you afraid of?

                     MRS. FEUR
          I can't, no, no, I can't...

Claire edges closer to the crack.

                     CLAIRE
          Tell me.  Please.

                     MRS. FEUR
          That I'll just...that one day I'll
          just...disappear.

Beat.  Claire's taken aback by this admission.

                     CLAIRE
          Tell me.  I can help you.

                     MRS. FEUR
          How?  How can you help me?  With your
          flowers and your perfect life...

                     CLAIRE
          That's not...It's not like that.

                     MRS. FEUR
          I've never even met you.

                     CLAIRE
          I know.  And I'm sorry.  I've been consumed
          with...my daughter left...for school.

                     MRS. FEUR
          This fence...it's so...

                     CLAIRE
          I'm sorry.  It's for the flowers.  Why
          don't you...

Tires can be heard crunching the gravel as a car pulls into
the Feur's driveway.

                     MRS. FEUR
          Oh God.  He's back.  I'm sorry.  Please
          forget that I...I don't know what I'm
          saying.  Please...

                     CLAIRE
          Wait!  Don't go...

Claire listens to the sound of NAKED FOOTSTEPS, followed by a
LARGE FRONT DOOR swinging shut.  A CAR DOOR swings open and a
MAN'S SHOES follow down the path.

Claire pulls back from the crack and leans against the fence
as the door closes a second time.  She sits there for a
moment listening, but all is quiet.

                     CLAIRE (V.O.)
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INT.  DINING ROOM - NIGHT

Claire and Norman eat dinner.  A rainstorm pelts the windows.

                     NORMAN
          Of what?

                     CLAIRE
          Of him I think.

                     NORMAN
          Did she say that?

                     CLAIRE
          More or less.

Norman chews.

                     NORMAN
          Honey, they're young.  They're probably
          newlyweds.

                     CLAIRE
          I'm telling you.  There was something in
          her voice...

                     NORMAN
          Remember how we were?

                     CLAIRE
          Not like this.  We were never like this.
               (beat)
          I want to go over there.  After dinner, we
          can--

                     NORMAN
          Why?

                     CLAIRE
          To make sure she's all right.

Norman puts down his fork.

                     NORMAN
          Claire, honey, we are not going to march
          next door and accuse our new neighbor of--

                     CLAIRE
               (overlapping)
          That's not what I'm sug--

                     NORMAN
          ...when tonight they'll probably be
          keeping us awake.

                     CLAIRE
          But what if something happens?

                     NORMAN
          Claire...

                     CLAIRE
          I'd never be able to live with mysel--

                     NORMAN
               (reassuring)
          Nothing's going to happen.
               (beat)
          Besides, I have to work tonight.  The
          conference is in less than two weeks.
          I've got to stay focused on that for just
          a little longer.
               (beat)
          This is...

                     CLAIRE
          I know.

                     NORMAN
          It's what I've been working for.

She glances down at her untouched plate.

                     CLAIRE
          I just wish you could have heard her.

                     NORMAN
          Look, I'll call Harvey Tomes in the Psych
          department, see what I can find out.

                     CLAIRE
          Promise?

He gives her a 'Didn't I just say so' look.  She smiles.

                     CLAIRE
          I'll make you some coffee.

She reaches for his plate to clear it.  Norman grabs her hand
and kisses it.

INT.  NORMAN AND CLAIRE'S ROOM - NIGHT

Norman snores softly.  Claire is awakened by the continuing
STORM.  She pads out to Norman's turreted library.  Rain
pelts the glass.  Her face is briefly illuminated by the
LIGHTHOUSE BEAM.

She hears the sound of a DOOR CLOSING and moves to get a
better view of the Feur's.  Nothing but blackness.  Just as
she's turning to go back to bed.  A LIGHTNING FLASH lights up
the night.  Claire's eyes go wide.

CLAIRE'S POV

In the split second of brilliance, she sees Mr. Feur, in
shirtsleeves, drenched, dragging A LARGE DUFFEL toward the
open trunk of his car.

                     CLAIRE
               (in a hoarse whisper)
          Norman!

He's dead to the world.  She calls to him again.

                     CLAIRE
          Norman, you have to look at this!

                     NORMAN
          Mmnph.

                     CLAIRE
          Hurry...

Another flash illuminates...Norman at her side.

                     CLAIRE
          Look!

...an EMPTY DRIVEWAY, then blackness.

                     NORMAN
          What is it?  What's the matter?

She stares down into the darkness.

                     CLAIRE
          Nothing.  There was...I thought I saw
          something.

                     NORMAN
          Is it gone?

THE BEACON illuminates the empty driveway.  She nods.

                     NORMAN
          Come on, let's go back to bed.

Yet another bolt of lightning reveals Claire, still at the
window.

EXT.  BACKYARD - MORNING

Claire sets up a camera and tripod.  She steps back and aims
her camera.  She glances up at a large upstairs window at the
FEUR'S HOUSE.  One side of the curtain seems to be pulled
open, but no one's there.

Feeling self-conscious, she turns back to the camera.  The
morning sun hits the flowers just right and she SNAPS SEVERAL
PICTURES OF THEM against her lovely house.

She glances back at the Feur's window.  The CURTAIN IS NOW
CLOSED.

She walks over to the fence and tries to peek through it.
When this doesn't work, she drags a lawn chair over and peers
across the fence.  She can barely see over, but glimpses:

A DEEP FURROW in the mud of the driveway.  Just then, a car
pulls into the driveway, Claire scrambles down from her
perch.

EXT.  DRIVEWAY - DAY

Claire walks out to find her best friend, JODY, pretty, in
her forties, wearing hip, hippie-ish clothes.

                     CLAIRE
          Hey there.

Jody hugs her.

                     JODY
          How you holding up?

                     CLAIRE
          Good.  I'm good.

                     JODY
          You are?

                     CLAIRE
          Why does everyone find that so
          surprising?

                     JODY
               (are you kidding?)
          Cause...your...only daughter just went
          away to school...who you were incredibly
          close with aaand I'd be tripping...

                     CLAIRE
          Okay, I'm a little tender.

                     JODY
          Well good.  So you're human.

                     CLAIRE
          And so far my day has consisted of taking
          pictures of my roses for the garden club.

                     JODY
          Wow.  Got here just in time.
               (reaching into her bag)
          I brought you this.

She proffers several homemade tea bags.

                     CLAIRE
          What is it?

                     JODY
          Kambucha mushroom tea...

                     CLAIRE
          Jody--

                     JODY
          It soothes heart-ache and promotes
          psychic wellness.  Sela suggested I bring--

                     CLAIRE
          You're discussing me with your psychic?

                     JODY
          She's not a psychic.  Just a very
          enlightened spirit.

                     CLAIRE
          Thanks, but I'm fine.

                     JODY
               (pressing it into her hand)
          So you'll have some later.
               (beat)
          Notice anything...different?

Claire gives her friend the once over, then notices the mint
Karman-Ghia behind her.

                     CLAIRE
          Oh my god.  You bought it.

                     JODY
          Yep.

                     CLAIRE
          It's niiice.

                     JODY
          Beautiful thing, alimony.  Lose a husband,
          get a car.  Think it'll help me pick up
          dudes?

                     CLAIRE
          Absolutely.

                     JODY
          Listen, I've gotta run.  I just thought
          I'd stop by and see if you want to take
          the boat out, say Thursday morning?

                     CLAIRE
          You got it.

Jody grins.

                     JODY
          See you then.

Jody drives off.  Claire walks down the driveway to her front
door and sees Mr. Feur staring at her from a window.  She
starts to wave, but the curtain is drawn shut.

Claire arrives at the front door and reaches out to touch the
doorknob.  She stops.  A FAINT RUSTLING can be heard from
within.  Claire quietly opens the door and moves into:

INT.  FOYER - DAY

Claire stops inside the door.  Now it sounds like WHISPERING.
Two voices, tense, impassioned.  It seems to be coming from
Norman's study.  She gathers her nerve, then bursts into the
room.

INT.  NORMAN'S STUDY - DAY

But the whispering has suddenly stopped.

                     CLAIRE
          Hello?

The lovely circular room is completely empty.  She looks
around, puzzled.  Cooper, the family's aging lab, casually
ambles over.

                     CLAIRE
               (to Cooper)
          Please tell me you heard that.

EXT.  LAKE - DAY

Claire and Cooper, out on a walk, emerge onto large rocks at
the water's edge.  Claire tosses a long stick for Cooper, who
bolts out onto the LONG WOODEN DOCK.  Claire gazes at the
LIGHTHOUSE across the lake and a long BRIDGE in the distance.
Cooper starts BARKING and looking down into the water.

Claire arrives at Cooper's side and stares down into the dark
water.

                     CLAIRE
          Cooper...what do you see?

She looks down and sees nothing but her own reflection.
After a moment, she notices a FAINT WHITE SHAPE directly in
the reflection of her face.  Cooper rumbles a low growl.  The
shape seems to be gaining definition.

RRRING!

Claire gasps quietly, then reaches into a pocket in her
sweater and pulls out a cordless phone.

                     CLAIRE
                                

                                
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