FADE IN: INT. MOTEL ROOM, ECONOMY STYLE Not a dump, but not the Ritz.

Eight men are crowded into the room, all of them wearing nondescript business suits. Five look vaguely middle Eastern, one of them Asian, two Anglos. Everyone smoking cigarettes as they help each other wrap Sikh-style turbans around their heads. Nobody is laughing or grab-assing around. The Asian and a heavily muscled man, FRANCISCO, at a table, lean over some equipment bags. HABIB, early 40s, glasses, scholarly, looks up from a book at the SOUND of a bag being ZIPPED UP. HABIB The equipment is packed? The Francisco hefts one of the equipment bags, tosses it to the floor. It lands with a heavy THUD. FRANCISCO The cameras are ready. EXT. PUBLIC PIER, BELLINGHAM WASHINGTON -- AFTERNOON Bellingham: small college town, 50 miles from the Canadian border. Perched on the edge of the Puget Sound, a city of retirees and students. Quiet, clean, no graffiti yet, no gangs, mostly seasonal work. A narrow road leads past grassy rolling fields down to a small, but well-kept pier/park. A new community center on pilings juts out over the water. Signs to one side of the half-empty parking lot. for Whale Watches Only." "Parking

Two docks beside the community center. At one, a charter fishing boat is tied up, the four-man crew cleaning up, hosing down the boat, glad their day is over. Another boat appears, coming around the curve of the land. Sixty feet long, blue, twin-impeller motors, with a catamaran hull, it motors smoothly toward the second dock. It's the FAT CAT, a whale-watching boat. The Pilot House is set about 3/4 of the way back on the deck. Forward of that, rows of seats, the better to see the whales. Rails along the sides. Right now, the front row is occupied by WALTER, early 40s, his sister, KAY, mid-thirties, a little too much makeup and

2. hair spray, and Kay's daughter, JENNIFER, a serious 11 yearold. WALTER That was a goddamned waste of time. Walter... KAY

JENNIFER But the water was very pretty, Uncle Walter. WALTER (looks around) Where's... Back by the Pilot House, a bright, perky nine-year old boy, GARY, chatters contentedly with LINDSEY, late twenties, darkhaired, attractive in an outdoorsy, clean-scrubbed way. GARY There were probably plesiosaur here millions of years ago. Did you know they were air-breathers? Lindsey grabs a couple of large rubber "fenders" from a locker. Yes, I did. down now. LINDSEY Gary, I need you to sit

Gary hangs back a moment, and looks at the Pilot House. LINDSEY (CONT'D) (opens Pilot House door) Go 'head. A large black Labrador retriever frisks out of the Pilot House and onto the boat deck. Spot! GARY

Spot WAGS his tail happily as Gary pets him enthusiastically. GARY (CONT'D) (sadly) I wish we could have seen some whales. She tousles his hair gently. LINDSEY It happens that way sometimes. down so we can dock, please. Sit

3. He walks to the seats slowly. Spot follows him, anxious for more pets. Lindsey glances back toward the cabin. The windows are washed with glare...impossible to see inside. Lindsey hangs the fenders over the side, and the boat drifts expertly against the pilings with barely a bump. Lindsey quickly ties the boat to the pier. INT. PILOT HOUSE Clean, neat, shiny. Long wide console, polished wood surface with gauges inset. Twin chrome throttle levers, one chair bolted to the deck. The Captain, DAVID JONES, mid-thirties, methodically shuts down the various pieces of electrical gear in the cabin. Lindsey steps inside Through the windows, we can see the family gather up their belongings. LINDSEY They really hoped they could see some whales. David digs into his wallet. LINDSEY (CONT'D) They don't want a refund. Tomorrow morning they go back to Nebraska, where all they'll ever see is cows. They want to see whales...especially those kids. DAVID I've got a charter this evening. Lindsey finds a clipboard, scans it. LINDSEY The boat won't even a quarter full. I bet your charter wouldn't miss the four extra seats. David turns toward her slowly. She's looking over the top of the clipboard at him with an expression of complete innocence. Behind them, the family is climbing off the boat. DAVID You've only been here two weeks. Uh, huh. LINDSEY

4. DAVID Most new employees would be kind of hesitant about telling their boss what to do. Lindsey lowers the clipboard. LINDSEY You're just going feel bad later if you at least don't try. DAVID I don't think my charter will go for it. LINDSEY You're the boss. She drops the clipboard back in its slot. LINDSEY (CONT'D) But there is one thing. Your patter is kind of dull. "Patter?" DAVID

LINDSEY Your commentary out on the Sound. You need to lighten up. (doubt on David's face) I wrote some jokes for you. Jokes. DAVID

Lindsey digs into her back pocket, pulls out some notes. LINDSEY Just give it a try. You'll be great.

She winks at him reassuringly. David watches her leave the Pilot House, then reaches under the console. ANGLE ON HIS HAND as he unplugs a small anti-theft plug, the BEZZLE, from the dash. EXT. DECK OF THE FAT CAT Lindsey begins to clean the deck with a hose. Kay, holding both the children's hands, calls to her from the dock. Miss? KAY

5. GARY Miss Lindsey. KAY Miss Lindsey? Lindsey looks up. KAY (CONT'D) The kids and I wanted you to have dinner with us. If you could. Lindsey beams at them. LINDSEY I know a great place. INT. THE SMOKE HOUSE RESTAURANT Historic local joint. Nearly full with the dinner crowd. Lindsey and the family at a table, facing the window. Walter digs into his barbecue. him a new bottle of beer. WALTER This isn't bad. KAY (to Lindsey) You start teaching next Fall? Uh, huh. LINDSEY A waitress walks by, gives

JENNIFER You'll be a good teacher. GARY Are you going to teach science? LINDSEY I'm going to teach everything. It's elementary school. You like science? Yeah! GARY

Gary reaches under his seat, pulls out a yellow-neoprene fanny pack. WALTER (sharply) Put it away. LINDSEY I don't mind. I'd like to see it.

6. Gary glances at his mom. She doesn't object. Gary has a entire "Boy Explorer" fanny-pack kit in bright, safety-yellow neoprene. He opens it up, reviews the contents with her. GARY I can look at the moon with these binoculars. If I find any interesting specimens, we can put them in these bottles. LINDSEY That's very cool. Something catches Jennifer's attention. JENNIFER Mom, there's Captain David. FAMILY P.O.V - outside, David, with Spot at his side, walks across the street, enters the side door of a nondescript building. BACK TO SCENE GARY Is that where Captain David lives? No. LINDSEY It's a nursing home. GARY

What's that?

As Jennifer and Lindsey begin to explain... CROSS FADE: INT. ST. THERESA CONVALESCENT HOME David strolls down the hallway, Spot trotting happily beside him. The home is clean, well-kept by the nuns. An older NUN notices David. Mr. Jones. Yes, ma'am. NUN Did you --DAVID

The Nun holds out her hands. Spot gallops to her, grinning the way happy, friendly dogs do. May I? NUN

7. David nods. The Nun takes Spot by the collar, leads him to a rec room filled with elderly men and women who greet Spot with delight. David can't help but smile at their pleasure. As he turns away, the smile fades. end of the hall. INT. PRIVATE ROOM An elderly man lies in a hospital bed, unresponsive to David sitting nearby. David glances at a newspaper. DAVID (off paper) More bombings. Idiots. (tosses paper) It's been windy lately. Saw some kids out on the jetty flying kites. I still remember when we did that. Fly the kites, then over to Millie's coffee shop for brunch. Seemed like that was all we had time for. But it was a good time. The man's head lolls to one side. His face is deeply weathered, seamed. A small thread of saliva on his lips. DAVID (CONT'D) Let me get that for you, Dad. David takes a tissue, wipes his father's mouth. His father pulls away from the touch, but is jerked up short. The man's wrists are shackled to the bed rails. David gently tucks the quilt around his father. DAVID (CONT'D) I'm not sure this new naturalist is going to work out. She's...not pushy...she's different. She wrote some jokes for me. David unfolds the notes from Lindsey. DAVID (CONT'D) This is for when I see the bald eagles. "The bald eagle isn't really bald. It's just thinning on top." It's so lame, he GUFFAWS. No response from Dad. Spot quietly pads into the room. David gives the dog a couple of affectionate thumps. DAVID (CONT'D) Charter tonight, Dad. Some guys from India, Sikhs, I think. Spot'll stay here. There's a door at the

8. David leans over and softly kisses his father's forehead. This time, the old man doesn't flinch. DAVID (CONT'D) (to Spot) You watch out for Dad, okay? Spot moves closer to the bed, nuzzles the old man's fingers dangling near the rail. EXT. THE SMOKE HOUSE RESTAURANT -- LATE AFTERNOON The sun begins to lower toward the horizon. A car parked on the street gives David pause. It's a purple, classic Volkswagon Beetle. A sticker, neatly affixed to the rear window. "Elvis is the King. Then, now, and forever." Through the window, he scans the interior of the restaurant. Sees Lindsey and the family. The kids, Mom, and Lindsey are talking happily. David pauses...then keeps walking. EXT. PUBLIC PIER, BELLINGHAM WASHINGTON When David arrives, his charter party is already there, milling around on the pier, camera bags with them. It's the men from the hotel room, still in business suits and turbans, still smoking. Mr. Jones. Mr. Shirin. HABIB DAVID

HABIB My associates are anxious to see the beauties of the Sound for themselves. (confidentially) They are sure I exaggerated in my retelling. DAVID (looks at sky) We'd better get underway. We've got another three hours of light. HABIB Where is the rest of your crew? DAVID (dropping onto boat) It's just me. My naturalist only works an eight hour day. David wrestles the gang plank into position. calls to his party. In Farsi, Habib

9. HABIB (SUB-TITLED) Load the equipment. The men sling the heavy camera bags over their shoulders. Lindsey suddenly turns up behind Habib. LINDSEY Mister Sheer-en? Shir-in. HABIB

Lindsey, doing her best to charm Habib, doesn't notice a quiet tension that sweeps through the charter party. LINDSEY (brightly, shakes hand) I'm Lindsey Parker. Captain Jones' naturalist. Ah. HABIB I'm pleased to meet you.

He says something in FARSI to the assembled men. They LAUGH, relax, except for Francisco. Lindsey, encouraged, presses ahead. LINDSEY We had a family onboard this morning. We didn't see any whales. Regrettable. HABIB

LINDSEY The children were disappointed. they're supposed to drive home tomorrow. Back to Nebraska.

And

Habib notices the family now. They're clustered around a car in the parking lot, the faces of the kids hopeful. LINDSEY (CONT'D) Would it be too much trouble to let this family come with us? There's plenty of room on the boat. With "us?" well? HABIB You're coming along, as

LINDSEY (winks) No charge, Mr. Shirin. Lindsey raises her voice for David's benefit.

10. LINDSEY (CONT'D) Since I'm putting my boss in this awkward position, I have to make it up to you. And to him. Francisco cuts in, speaking in rapid FARSI. aside his objections. HABIB We would be pleased to share the trip. DAVID Your associate doesn't seem happy about it. HABIB This photography expedition is his birthday party. He's always been a little self-centered. He gets over it quickly. (to Lindsey) Please. Bring them aboard. Thanks. LINDSEY Habib brushes

She waves to the family, hurries up the dock to meet them. Francisco pulls Habib aside angrily. FRANCISCO (SUB-TITLED) These people are a complication we don't need. HABIB (SUB-TITLED) (pleasantly) They could be witnesses to the fact the boat doesn't return this evening. We'll put all the witnesses in the same place. Then he turns to help Kay and the children aboard the boat. EXT. DECK OF THE FAT CAT -- MOVING They're out of the little harbor, cruising past small islands. The boat turns toward open water. The water is beautiful, blue with a small chop to it. It's late afternoon, the sun low in the sky. The family rides in the front seats again. Uncle Walter is slumped over in his chair, asleep. Jennifer, the little girl, tucks a jacket around him. Gary, meanwhile, roams over the boat happily.

11. The Photographers sit in a group by themselves in the rear seats, just in front of the Pilot House. Their bags of equipment rest at their feet. INT. PILOT HOUSE David at the wheel, sunglasses on. Lindsey beside him.

DAVID (off the photographers) Cheerful group. LINDSEY I wonder who really wanted to go sightseeing? They aren't lookin' at much. David pulls out the notes Lindsey made for him. touches his arm. LINDSEY (CONT'D) I'm sorry if I put you in a bad position with your charter. DAVID It worked out. Through the window, we can see the two kids by the boat rail, pointing at water with delight. DAVID (CONT'D) It was the right thing to do. got hurt. (picks up handset mic) It's show time. EXT. PUGET SOUND As the Fat Cat slips easily across the water in the golden light of the afternoon, the camera swoops around and past, giving us the vista of the Sound, the waves, the variety of islands they pass. One of the photographers looks queasy, clings to the boat rail. DAVID (V.O.) (through loudspeaker) Welcome to Puget Sound. If we haven't met, I'm David Jones, owner and skipper of this boat, The Fat Cat. Lindsey, with a wicked, playful gleam in her eye, leans over and speaks into the mic. Nobody Lindsey

12. LINDSEY Why do you call this boat the Fat Cat? DAVID (off his stride) Actually, it's named after a cat I had when I was a kid. (back to his spiel) Also, because it's a twin-hulled catamaran design. As our speed increases, the Fat Cat will plane up, out of the water, giving us a smoother ride. David gooses the accelerator lever, a large silver t-handle on the console. The boat immediately responds, front end rising. The queasy photographer loses it...runs for the bathroom at the rear of the boat. David pulls back on the throttle and the boat slows. DAVID (CONT'D) Also, we have impeller propulsion, rather than propellers. Lindsey leans in over the mic again. LINDSEY And what is the advantage of that, Captain Jones? David pulls the mic away, pretending to be annoyed. DAVID The advantage, Miss Parker, is that we are quieter than most other craft...our boat noise doesn't frighten the whales away. On deck, the kids are eating it up. look bored. EXT. SMALL ISLAND IN THE SOUND The Fat Cat cruises closer to a small island. It looks like a huge pillar of rock, sheer cliff walls rising up nearly a hundred feet. The boat drifts in closer, with David working the impeller controls. David half steps out of the pilot house to listen to Lindsey. Lindsey is on deck now, peppy as she goes about her naturalist duties. The Sikh photographers

13. LINDSEY There are hundreds of islands in Puget Sound. Most are uninhabited, and some islands vanish depending on high how the tide gets. David gooses the boat closer to the island. nearby cliffs warily. Habib eyes the

HABIB Are you not concerned about running aground? LINDSEY No. The Sound was carved out by Glaciers about 11 thousand years ago. (points to sheer cliffs) Those cliff walls go straight down to the bottom. FRANCISCO How deep is the bottom here? DAVID (checks depth gauge) Ninety feet or so --- there he is. David points up to a tree. Bald eagle. Heads swivel to follow his hand.

DAVID (CONT'D)

LINDSEY Puget Sound has the densest concentrations of nesting bald eagles anywhere in the lower 48 states. GARY Ben Franklin wanted the Turkey for the national bird, you know. LINDSEY I know. Did you know scientist have discovered that once an eagle grabs something in flight, they can't release it until they land. So if they grab too large a fish and can't take off, it will drag them under. She gives David a look. He steps back into the Pilot House, out of sight, pulls out the notes she gave him. DAVID (LOUD-SPEAKER) (flatly, no inflection) Funny thing about the bald eagle. (MORE)

14. DAVID (LOUD-SPEAKER) (CONT'D) They aren't really bald. They're just thinning on top. The photographers stare blankly at one another. Jennifer whispers in her brother's ear. He doesn't get it. Uncle Walter chuckles, though. Lindsey, her back to the passengers, sticks her tongue out at David. David backs the boat away from the island. DAVID (LOUD-SPEAKER) (CONT'D) Just got a report of a pod of whales...we may have to go 40 or 50 miles out to see them. FRANCISCO (to Lindsey) We'd be in Canada then? LINDSEY Canadian waters. DAVID If you all can take your seats, I'll put a little speed on her. EXT. PUGET SOUND They're well out into the Sound now, 40 miles or so from the mainland. The Fat Cat flies across the water. The photographers stick to their group. A couple check their watches. They don't look like they're having fun. In contrast, the little boy and girl sitting up front are happy, engaged, pointing things out to each other. A seaplane glides in for a landing at a wealthy resort island. Gary and Jennifer ooh and aah. Uncle Walter dozes beside them. He opens his eyes, stands. WALTER (to Kay) You only rent the beer. GARY I have to go, too. Holding onto the backs of the chairs, steadying himself against the swaying of the boat, Walter stumbles toward the head, followed by Gary, more sure-footed. The boat hits a wave, veers a little. Walter staggers into one of the photographers, TRIPS over a bag of their equipment.

15. Instantly, the SHORT PHOTOGRAPHER is on his feet, angry, almost shouting. SHORT PHOTOGRAPHER (SUB-TITLED) You stupid son of a whore, watch what you're doing! Sorry, I --WALTER

The Short Photographer slides the bag back under his seat. SHORT PHOTOGRAPHER Stupid American. You think you own everything --HABIB (SUB-TITLED) Hold your tongue, Surresh. (to Walter) My apologies. We're on a photography expedition. He's worried about his equipment. GARY It's going to be a very dark night. There's no moon. Do you have starlight scopes on your cameras? FRANCISCO We have everything we need. WALTER (to Gary) Let's go. He walks more carefully past the rest of the photographers into the latrine. Gary waits outside for his turn, scans the water with his Boy Scientist binoculars. He spots something. Lindsey strolls out on deck. What's that? GARY She points, and David

Lindsey takes the binoculars from him. sweeps the boat in that direction. POV THROUGH GARY'S BINOCULARS

As something dogpaddles along the surface. LINDSEY (to everyone) It's a deer. They sometimes swim from island to island in search of food or mates.

16. David gets within two hundred feet of the swimming deer, then holds the boat in position. Even the group of photographers look interested, move to that side of the boat. After a few moments of respectful observation, David eases the boat away from the deer, and speeds back up. INT. PILOT HOUSE David scans the water ahead. Lindsey checks a chart. LINDSEY Two miles, maybe. David nods. Habib sticks his head inside the door. More small, uninhabited islands.

HABIB How far is it to Seattle? LINDSEY You could drive there in an hour and a half. Francisco, beside Habib. FRANCISCO How long by water? Lindsey looks to David. DAVID I could get there in three hours, if the seas were good. Off in the distance, another vessel approaches. It's a large commercial ferry boat, 75 feet high, 200 hundred feet long, plowing steadily through the water. LINDSEY Canadian ferry. FRANCISCO Do they run all night? DAVID No. There's around 25 state ferries, carrying, what, 15 million passengers a year? That one runs up to Canada. Pretty much all of them start at dawn, stop about 10 p.m. He peers through the windshield.

17. DAVID (CONT'D) Gentlemen, the pod is just beyond that point of land. You're going to miss the show. EXT. PUGET SOUND -- JUST BEFORE DUSK Another unnamed island. Wooded, hilly. Along with six other charter boats, the Fat Cat idles in position, watching for the Orcas. The kids press up against the rail, scanning the water in anticipation. The photographers move from their seats as well, not sure what they're looking for. Lindsey positions herself between the two groups, making sure everyone can hear her. She's especially warm to the two kids, a kind of easy joy in face as shares their delight in the beauty of the Sound As she speaks, she's unaware of David's gaze on her, a reluctant smile on his face. LINDSEY There are three resident pods of Orcas that cruise the Sound from April to September. And then the Orcas are there, swimming north in groups of twos and threes. The kids squeal and practically dance in delight, pointing and darting from side to side of the boat deck. LINDSEY (CONT'D) The pods are named by scientists as J, K, and L. The Orcas continue on their way, mostly oblivious to the boat. JENNIFER How do they tell them apart? LINDSEY We identify individual Orca by variations in their dorsal fin shape and by the pattern of black and white patches on their skin. Some of the Orcas breach the water, impact hurling sheets of water. Others float with their snouts pointing to the sky, bobbing up and down. LINDSEY (CONT'D) (points to the bobbing Orcas) That's called "spy-hopping."

18. The kids laugh, and crowd against the rail, darting questions at her. KAY (to Gary) Don't get too close to the edge. I don't want you to fall in and get eaten. Moooommm. humans. GARY Orcas aren't predators on

LINDSEY That's right. David backs the boat away, pacing the pod. He moves to a new position, getting a little ahead of them. The group of photographers get the spirit a little, leaning on the rails, chattering among themselves, watching the Orcas. For a second, they relax a little. Francisco and the Short Photographer hang back a bit. An Orcas breaches the water. WALTER Ah, look at that! (to Francisco) You fellows are missing some great photo ops. Francisco says something to the Short Photographer. both LAUGH. They FADE TO INT. PILOT HOUSE Through the windows, the orb of the sun has just dipped below the horizon, the last rays of light pouring into the purple sky. The family is still at the front of the boat, but they're now hugging themselves against the evening chill. David confers with Lindsey. DAVID Losing the light. LINDSEY Getting cold, too. DAVID We better head back. LINDSEY I'll get everybody settled.

19. DAVID I think...I think we need to work on your jokes some. LINDSEY (faintly teasing) My jokes? Or your delivery? DAVID I mean...when we get back in. could get some coffee --LINDSEY Hot chocolate. That, too. DAVID We

LINDSEY That'd be fun. She steps out of the Pilot House to inform the passengers. David slowly eases the boat around. Habib opens the door. HABIB We're returning? DAVID Soon we won't be able to see the Orcas. Most of the charters stop at sundown. HABIB Would you mind going a bit more north? There's an island I most wanted to see. David glances at his chart. DAVID Mr. Shirin...we're already pretty far into the Canadian waters. The Coast Guard can get sticky about that. HABIB I can pay you for your time. David wrestles with that a moment. DAVID I'm sorry, sir. It wouldn't be safe. This boat isn't well rigged for nighttime running. David's voice trails off. Habib has a pistol in his hand. Now the pistol jams into David's spine.