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                                                       FADE IN:

               EXT. HILLSIDE - AFTERNOON

               Thunder rumbles in heavy clouds.  A band of furry travelers
               with packs and walking sticks trudge down the hill--strangely
               enough, wearing travelling clothes.  JAMES, a tall, handsome
               weasel, leads the way, plowing through branches and bramble. 
               Just behind, a head shorter, is his best friend: a black
               footed ferret named CHRISTOPHER.  Behind him is VECK, James'
               brother--a swarthy and dissatisfied weasel.  A thin old gray
               squirrel named DESMOND zips ahead of them and up a bush.  He
               pulls spectacles from a pocket, puts them on, and peers
               across the river.  A large jagged rock looms on the other
               side--higher than the hill they're on.  Desmond calls down.

                                   DESMOND
                         Not a creature stirring, as far as
                         I can see.

               James pushes aside a low branch.  Christopher passes James.

                                   VECK
                         Leading us off the edge of the
                         earth, James?

               James glances skyward and grins.

                                   JAMES
                         Mom always said stormclouds
                         followed you.

                                   CHRISTOPHER
                         Lighten up, Veck.  Before you drown
                         us.

               Desmond descends and catches up.  Veck takes the branch from
               James, goes past it, and releases it with a flourish. 
               Desmond ducks.  Veck snaps his fingers.

                                   VECK
                         Almost got you that time, Desmond.

                                   DESMOND
                         I don't need any more sense knocked
                         out of me.

               The thunder rumbles, closer.  James stops and looks around.

                                   JAMES
                         I'm sure I saw that smoke.  No
                         humans around here.  Could be one
                         of us--

                                   DESMOND
                         Oh, just get going, or we'll get
                         soaked.

               Veck shifts his pack and grumbles.

                                   VECK
                         Old fool could catch his death of
                         cold.

               Christopher descends, shaking his head.  Veck follows,
               kicking rocks and muttering.  Desmond thumps the ground with
               his walking stick and flicks his long, fluffy tail.

                                   DESMOND
                         Veck and James.  Different as night
                         and day.

               EXT. RIVER

               James trudges through the water, holding several packs high. 
               The water has a powerful current and reaches to James' neck-
               it drags him off-course.  At the other side of the river, he
               flings his packs up the tall bank.  Christopher jumps in and
               paddles furiously.  James meets him halfway across and helps
               him to shore.  Desmond tenses, springs into the water, plows
               through it, and catches up with the others.  He's up the
               other side lickety-split.  Desmond's getting on in years, but
               he's still bouncy.

                                   VECK
                         Really think we'll find anybody out
                         here?

                                   JAMES
                             (gesturing to Christopher)
                         Find?  We just about lost ferret
                         face here.

                                   CHRISTOPHER
                         Oh, can it, Weasel Boy.

               James makes as if to backhand Christopher, who shies away,
               but both grin, knowing they're kidding around.

               Veck grimaces at the water and starts down toward it. 
               Desmond rests with his feet dangling over the opposite bank.

                                   DESMOND
                         What?  Afraid of a little water?

               EXT. ROCK FACE

               James and Christopher scurry up the jagged rock.  Halfway up,
               they turn and look out over the river valley.  A waterfall
               trickles over a huge plunge down-river, and the land below is
               hidden in mist.  A thin plume of smoke rises.

                                   CHRISTOPHER
                         Nice view.
                             (points)
                         Hey--there's your smoke!

               James looks, but the rain begins and the smoke fades out. 
               James glances upriver--a silvery, flashing streak is
               building.

                                   CHRISTOPHER (CONT'D)
                         It's gonna flood!

                                   JAMES
                         Oh, no!  Hurry!

               EXT. RIVER

               Veck is halfway across the shallows.

                                   JAMES AND CHRISTOPHER (O.S.)
                         Veck!  Get out!  Flood!

               Veck scrambles.  Desmond braces a rope against a small tree
               and tosses it to him.  James, Chris, and Desmond start to
               pull him up, but the flood hits, making everyone slip.

                                   DESMOND
                         Don't let yourself slide!  Dig in!

                                   CHRISTOPHER
                         Reach!  Don't you give up on me!

               Veck strains as a large log careens toward them.  It smashes
               into the bank, throwing the rescuers back and tearing Veck
               away.  Desmond slams against the tall rock and crumples,
               breath heaving.  James and Christopher stand and follow Veck
               down-river.

                                   DESMOND
                         Don't get yourselves killed!

               Veck sputters water, battered but holding on tight.  James
               and Christopher reach a low, slick branch over the waterfall. 
               James lies down facing down-river.  Christopher pins his
               legs.

               Veck's log tumbles.  James leans out farther.  Christopher
               looks up-river.

                                   CHRISTOPHER
                         Almost--it's under us!

                                   JAMES
                         VECK!  Give me your paw!

               Veck does, but the log snags his leg.  He screams as James
               pulls. The branch cracks and drops, nearly flinging James
               into the river.  Christopher just barely snags James' arm and
               digs in with his feet, straining.  Veck grabs James' leg. 
               Christopher's the only thing keeping James and Veck from
               going over the waterfall.

                                   CHRISTOPHER
                         James, get out of there!

               With a cry, James kicks free of Veck and struggles back to
               the log.  Veck makes a last desperate grab, gapes as
               Christopher helps James up, then screams as he tips over.  
               Christopher cradles one arm and winces as he and James
               collapse.

                                   CHRISTOPHER (CONT'D)
                         I couldn't hold you both.

                                   JAMES
                         Oh, Veck, I'm so sorry...

               Veck and his log plummet into the mists below, and disappear.

               EXT. VALLEY, RIVERSIDE

               James pokes along the riverbank with his walking stick,
               pushing aside vines and bramble and checking beneath. 
               Christopher ranges ahead, scanning the water.  One of his
               arms is in a cast.

                                   DESMOND (O.S.)
                         Come quick!  Have a look at this!

               Christopher joins James as he leaves the riverside.

                                   CHRISTOPHER
                         Ol' Acornbrain's had a lot of false
                         alarms this week.

                                   JAMES
                         Well, our luck's due for a change.

               EXT. SARAH'S HOME

               Desmond bounces up a little hill with a half-circle window
               and an ivy-covered door built into it.  A rough chimney of
               flat stones graces the top of the cozy dwelling.

                                   DESMOND
                         A chimney!  Intelligent life after
                         all!

               Christopher looks up at the chimney, strains at a catch in
               his neck, and pops it.  The others wince and shudder.  He
               takes a step toward the house but trips on a tree root.  He
               falls on his cast and groans, but sees a glint of glass. 
               It's a window--half of the closed end of a pop bottle.

                                   DESMOND (CONT'D)
                         Broken something else I'll have to
                         fix?

               James begins to help Christopher up, but Christopher pulls
               him down, pointing.  They both gape.

                                   CHRISTOPHER
                         Look!  A window!

                                   JAMES
                         You're looking at the window?

               INT. SARAH'S HOME, BATHROOM

               Just behind and below the window, a black-footed ferret (!!!)
               named Sarah is taking a foamy bath in a metal tub, scrubbing
               herself with a bit of sponge, humming contentedly.  She looks
               up, shrieks, and yanks the drapes closed.

                                   CHRISTOPHER
                         So much for introductions.

               A few feet away, the vine-hidden wooden door opens.  Sarah,
               wrapped in a towel, pops her head out and glares at the
               travelers.  She's shorter than Christopher, but feisty.

                                   SARAH
                         Perverts!

                                   JAMES
                         Now, hold on just a--

               Sarah pops back inside and slams the door shut.

                                   JAMES (CONT'D)
                         --second.

               INT. SARAH'S HOME

               Sarah bolts the door and stomps back to the bathroom,
               throwing her paws up in disgust.

               INT. SARAH'S HOME, BATHROOM

               Sarah throws the towel off and sloshes back into her bath. 
               There's a tap at the window.  She leaves the drapes closed.

                                   DESMOND (O.S.)
                         Um, excuse me, miss--

                                   SARAH
                         Go away!

               EXT. SARAH'S HOME

               James winks at Christopher.  He speaks a bit too loudly.

                                   JAMES
                         Darn, I guess we were wrong. 
                         Nothing strange.  Just because she
                         takes baths inside and uses fire
                         doesn't mean she's one of us.

                                   CHRISTOPHER
                             (taking the hint)
                         Oh.  Yeah, come on, let's go.

               There's a frantic splash inside.

               INT. SARAH'S HOME

               Sarah scrambles out of the tub, tucking the towel around
               herself.

               EXT. SARAH'S HOME

               The travelers turn as if to leave, but Sarah flings her door
               open and steps out, reaching after them.

                                   SARAH
                         Wait!  What did you mean, "one of
                         us?"

                                   CHRISTOPHER
                         You're getting your cute little
                         feet dirty.

               INT. SARAH'S HOME

               Sarah has a few rough but comfortable chairs. She's carved a
               hearth in one wall;
               a teapot hangs over it, lid rattling as the water boils. 
               Odds and ends are everywhere--a piece of mirror, a thimble, a
               framed postage stamp of the Wright Brothers' airplane. The
               travelers come in--it's a slight squeeze for James.

                                   CHRISTOPHER
                         Cozy place you've got here, um--

                                   SARAH
                         Sarah.  Sorry about the mess, I
                         don't get visitors.

                                   JAMES
                         They're missing out.

               Sarah blushes and smiles.  Desmond notices the stamp and
               adjusts his spectacles, squinting.

                                   DESMOND
                         Now that's an old stamp.  Quite a
                         collector!

                                   SARAH
                         Oh, that's too kind a word for what
                         I do.

               Sarah retrieves the teapot and sets it on a little table made
               from a few alphabet blocks.

                                   SARAH (CONT'D)
                         Some of the miniatures, I just
                         plain stole.

               Desmond turns to face her, but his fluffy tail sweeps bric-a
               brac off a shelf above the fireplace.  He clicks his tongue
               and bends to pick up the mess.  Sarah and the others help. 
               When they've restored some semblance of order, Desmond turns
               around again.

                                   DESMOND
                         Sorry, Sarah.  This tail's forever
                         in the way.

               He flicks his tail too close to the fireplace and the tip
               leaps into flames.

                                   CHRISTOPHER
                         Desmond, look out!

               He shrieks and everyone backs away in surprise.  He dives for
               the table, rips off the lid of the teapot, and extinguishes
               his tail.  He breathes a sigh of relief, but screams again.

                                   DESMOND
                         Hot!  Hot!

               He blows on his unfortunate tail. The others calm and glare.

                                   DESMOND (CONT'D)
                         I think I saw some acorns outside--

               Desmond ducks out.  Christopher shrugs apologetically.

                                   CHRISTOPHER
                         Squirrels.  You know how they are.

                                   JAMES
                         Flighty devils.

               Sarah drags strands of wet, scorched squirrel fur out of the
               teapot.  She grimaces and sets the teapot aside.

                                   SARAH
                         Now, mind telling me what's going
                         on?  That nut that just ran out of
                         here, he had--

               She makes loops around her eyes with her paws.

                                   CHRISTOPHER
                         Eyeglasses?

                                   SARAH
                             (nods)
                         You wear clothes, I wear clothes,
                         all this junk in my house.  What's
                         the deal?

               James and Christopher look at each other and gulp.  Chris
               gestures for James to start.

                                   JAMES
                         Sarah, you were really sick once,
                         when you were young--

               Sarah gasps and nods, wincing and holding her stomach.  James
               and Christopher pat her on her back as she sniffles.

                                   SARAH
                         Yes, I was!  I'd--I'd almost
                         forgotten--I tried so hard to--

                                   CHRISTOPHER
                         Did you--lose anyone?

                                   SARAH
                         My whole family--I miss them so
                         much--

               She bows her head, tearful, and the others hug her close.

                                   JAMES
                         Happened to us, too.

                                                       DISSOLVE TO:

               EXT. FIELD BY WEASEL DEN - AFTERNOON

               YOUNG JAMES bounds around, batting at dandelions and chasing
               grasshoppers.  He's having the time of his life.  He sneakily
               circles a grasshopper, which buzzes its wings but does not
               fly far.  Young James leaps and catches the grasshopper with
               both paws, cupping them.

                                   YOUNG JAMES
                         Gotcha!

               He pulls his paws apart cautiously, peering in.  He looks
               away sadly as he lets the lifeless, crushed insect fall.

                                   YOUNG JAMES (CONT'D)
                         Why do I feel so bad when I do
                         that?

               INT. WEASEL DEN

               Young James cautiously pokes his head in, ears back.

                                   YOUNG JAMES
                         M-mama?  Sis?

                                   JAMES (V.O.)
                         Everyone was sick.  One morning, I
                         woke up and felt better.  So did my
                         brother, Veck.

               YOUNG VECK stumbles out of the dark, eyes haunted.  Young
               James starts down into the den, but Young Veck holds him
               back.

                                   JAMES (V.O.) (CONT'D)
                         The others didn't feel anything
                         ever again.

                                   YOUNG VECK
                         James--you don't want to go in
                         there.

               Young James pushes past and into the den beyond.  He gasps
               and cries, but we see nothing.  Young Veck pulls him away.

                                   YOUNG JAMES
                         Get me out, get me out, I can't
                         breathe--

               Young James clutches his throat as Young Veck drags him
               outside.

               INT. SARAH'S HOME

               James calms down, takes his paws away from his throat, grips
               the table, and shivers.  Sarah pats his arm.  Christopher
               shakes his head sadly, thumping his cast on the table.

                                   CHRISTOPHER
                         No one should die like that.

                                   JAMES
                         But Veck and I--we survived.  We
                         were never the same, though.  We
                         started to learn.  And to keep an
                         eye out for others like us--

               EXT. CITY STREET OUTSIDE PET STORE - EVENING

               Young James and Young Veck dodge between garbage cans and old
               boxes, out of the alley and in front of the pet store window. 
               In a pitifully tiny glass tank with a broken-down wheel,
               YOUNG CHRISTOPHER stares glumly at passing cars.  He hears a
               knock at the window and looks down, startled by Young Veck
               and Young James.  Young Christopher breathes hard on the side
               of his tank, fogs it, and traces the word "HELP", getting the
               "E" backward.  The others give him a thumbs up.

                                   CHRISTOPHER (V.O.)
                         A certain pet store owner was
                         arrested the next day for trading
                         in endangered species--namely, me.

               INT./EXT. PET STORE - EARLY MORNING

               Christopher's glass cage is empty.  The clumsily-scrawled
               sign on his cage reads "Not For Sale".

                                   CHRISTOPHER (V.O.)
                         But when Animal Control came to
                         clear out the store, we had 
                         already--

               INT. SARAH'S HOME

               Christopher skips one paw off another in a slick move.  Sarah
               laughs, already taking a bit of a shine to this newcomer.

                                   CHRISTOPHER
                         --cleared out.

               James shakes his head, smiling thoughtfully.

                                   JAMES
                         That sickness we all had--it
                         changed something in us that needed
                         changing.  It woke us up--even
                         though it hurt.

               Desmond pops back in, chomping an acorn.

                                   SARAH
                             (a beat, then exasperated)
                         Oh, do be more careful, Desmond.

                                   DESMOND
                         Sure, sure.
                             (to James and Christopher)
                         Been explaining things to her?

               They nod.  Desmond sighs.

                                   DESMOND (CONT'D)
                         Usual order of business then.  I
                         found a good tree.  You two handle
                         the lessons this time.

               Sarah frowns.

                                   SARAH
                         Lessons?

               INT. SARAH'S HOME, KITCHEN

               Christopher draws a big 'A' on a piece of chalkboard propped
               against the wall.  Sarah nods uncertainly.

               EXT. POND SHORE

               James skips a rock out over the pond.  It flashes along,
               finally sputtering to a stop.  Sarah throws a rock and it
               sinks.  She frowns.  James guides her arm in an expert arc
               and she tries it again.  The rock skips out and across the
               water as Sarah laughs.

               Christopher watches from a distance, a little jealous.

               INT. SARAH'S HOME, KITCHEN

               Sarah stands at the chalkboard with a piece of chalk and
               cautiously writes her name.  She gets the 'S' backward. 
               James rubs it out and Sarah slaps her forehead.  She puts the
               'S' back in, correctly this time.

               EXT. OUTSIDE BATHROOM WINDOW

               Christopher folds a piece of paper, Sarah watching intently. 
               He holds up his finished paper airplane, and sends it
               soaring.  Sarah follows it with her wide eyes.

               James watches from a distance, already scheming.

               INT. SARAH'S HOME, KITCHEN

               Christopher finishes scratching out a sentence on the board,
               then points to each word with a stick.  Sarah reads along.

                                   SARAH
                         Sarah--is--a good--student.  Why,
                         thank you, Christopher!

               James sits to one side, gritting his teeth a little.

               EXT. SKY

               Fluffy white clouds drift lazily by.  Suddenly a brown-paper
               kite cuts across the sky, its long red-ribboned tail making
               curlicues.

               EXT. MEADOW

               Sarah points up at the kite, shading her eyes.  James
               maneuvers the kite deftly, making it loop and swoop.  He
               holds the line out to Sarah, who waves him away, protesting. 
               He insists--she finally gives in and takes it.  It nearly
               pulls her off her feet. James catches her and guides her
               paws, keeping the kite aloft.  She gets the hang of it and
               takes over, still holding onto James.

               Christopher broods, perched on a nearby rock.  He pops the
               catch in his neck and glares at James.  Sarah notices

                                   SARAH
                             (shivering)
                         You'll throw your neck out doing
                         that someday.

               EXT. DESMOND'S TREE

               Desmond's dragging a collection of wires, springs, and gears
               into a hollow near the base of a very big old tree nearby. 
               He 'hmm's thoughtfully and frowns as he watches the others.

                                   DESMOND
                         I smell trouble.

               INT. SARAH'S HOME, KITCHEN

               James writes a sentence, and Sarah follows along easily.

                                   SARAH
                         'Sarah--is very--pretty.'  Oh, but
                         it isn't true, I'm so plain it's
                         painful--

               James pats her shoulder, leaving a paw-print in chalk dust.

                                   JAMES
                         No, it's true.

               Christopher stomps out of the room.

               INT. DESMOND'S TREE

               The hollow is spacious.  Desmond's assembled a few working
               contraptions--they tick and whirl and swirl, most without
               apparent purpose.  Parts are strewn everywhere.  A rickety
               wooden staircase spirals up the hollow to a high exit where
               sunlight streams in.

               There's a sudden, hard knock at the door.  Desmond sets his
               soldering iron aside and answers the summons.  He opens the
               door and Christopher storms in, holding his cast up.

                                   CHRISTOPHER
                         Take this damned thing off.

                                   DESMOND
                         Well, aren't we just the slightest
                         bit testy?

               Desmond begins to examine the cast.

               EXT. LEAN-TO

               Christopher (free of his cast) has built a large shelter
               against a tree, out of bits of cloth and long sticks.  It's a
               substantial bit of work, lashed to the tree like a giant
               butterfly chrysalis.

               INT. LEAN-TO

               Christopher whittles away at a long piece of wood.  A many
               colored bundle of cloth is by his side, as well as a spool of
               thread with a needle stuck through it.

               EXT. LEAN-TO

               Sarah begins to lift up a flap of cloth covering the lean
               to's entrance.  Christopher quickly pops out and leads her
               away, putting a finger to his lips.

               EXT. ROCK FACE

               Christopher pulls Sarah up to a ledge.  The river valley
               stretches out far below--this is where James and Christopher
               stood when the flash flood began.  Sarah beams.

                                   SARAH
                         You can see forever!  This is
                         beautiful!

               Christopher gestures up the rock.

                                   CHRISTOPHER
                         You haven't seen anything yet.

               EXT. TOP OF THE ROCK

               The rock flattens out up here.  Christopher helps Sarah up
               over the edge, and her jaw drops when she sees the hang
               glider.  It's a patchwork contraption, but quite solid.

                                   SARAH
                         Is that what I hope it is?

               EXT. MID-AIR

               The glider cuts through the air.  Christopher and Sarah hang
               tight to the guide-bar, wind streaking their fur. Sarah yells
               with delight, gaping at the river that winds below like a
               ribbon of blue.  She turns her head to look at Christopher-
               sunlight streams through the fabric of the glider, dappling
               the pair like a stained-glass window.  Sarah shakes her head
               in wonder, then kisses Christopher on the cheek.  Christopher
               grins wide and tips the hang-glider.  Sarah slides closer to
               him and gasps in astonishment.

               EXT. MEADOW

               James shades his eyes and looks up at the glider as it slowly
               spirals in the sun.  He sighs and looks at his feet. Desmond
               approaches and taps him on the shoulder.  James jumps a bit.

                                   DESMOND
                         You'll forgive my saying so, James,
                         but Christopher would be better for
                         her.

               James waves him off and stomps away, turning his back and
               sitting down on a low log.

                                   JAMES
                         No, I won't forgive you for that.

               Desmond hops up on the log to sit beside James, who casts his
               eyes up to look at the hang-glider again.

                                   JAMES (CONT'D)
                         I could make her just as happy.

                                   DESMOND
                         For a while.  But you're a weasel
                         and she's a ferret.  What if she
                         wants children?

               James chuckles bitterly.

                                   JAMES
                         There is that...

                                   DESMOND
                         Christopher was lucky to find
                         another black-footed ferret at all. 
                         They're endangered, for heaven's
                         sakes.  Give Sarah up, let her be
                         happy.

                                   JAMES
                         It's not that easy.  I'm really
                         starting to love her.

                                   DESMOND
                         Yes, but are she and Christopher
                         your friends?

               The hang-glider sets down softly in the meadow.  Christopher
               and Sarah shake free of the glider and hug each other tight.

                                   JAMES
                         My best friends ever.

                                   DESMOND
                         Then give them time.

               James smiles faintly and nods.

               EXT. SARAH'S HOME

               James has his walking stick and a full backpack--Desmond
               helps him adjust it.  Christopher fidgets, but Sarah steps
               forward and hugs James.  He pats her back.

                                   SARAH
                         You taught me so much.

                                   JAMES
                         It was a pleasure.

               Sarah lets him go, wistfully.  Christopher approaches.

                                   JAMES (CONT'D)
                         I'll find Veck and give him a
                         decent burial.

               Desmond twitches his whiskers thoughtfully.

                                   DESMOND
                         It'll be the first time Veck's been
                         decent...

               Christopher pulls James aside.  Sarah frowns uncertainly.

                                   CHRISTOPHER
                         Why now?  Why are you going alone? 
                         I could--

                                   JAMES
                             (nodding toward Sarah)
                         --you could settle down.

               Recognition dawns on Christopher's face.

                                   CHRISTOPHER
                         This is just an excuse!  You're out
                         of the game!

                                   JAMES
                         I quit while we were still friends. 
                         That means we all win.

               A little teary, Christopher clasps James' arm thankfully. 
               James turns away and walks downhill toward the river.

               Christopher returns to Sarah's side and puts an arm around
               her.  He squeezes her tight as they and Desmond wave goodbye. 
               Actually, he knocks the air out of her--she makes an 'oomph'
               sound.  She giggles shyly as their eyes meet.

                                   SARAH
                         Took my breath away.

                                   CHRISTOPHER
                         Let me give it back.

               He kisses her on the lips.  She doesn't mind one bit, and
               kisses back.  Desmond watches James, now far down-river.

                                   DESMOND
                         Good show, James.  Well done.
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