1. A dusty deserted street -saloon, livery stable, sunset.

Only there is something unsettling about it all. The colors

are too muted and the angles not quite in perspective. Pulling

slowly back eventually reveals the edges of a narrow wooden

picture frame ...

INT. BEDROOM -NIGHT -1930

Drifting away from the painting and slowly across a room.

Across Venetian blinds, open, letting in moonlight, across

intricate handmade wooden models, dime novels and comic books,

across the arm of a metronome gently slapping back and forth,

and settling finally on a small hand writing slowly and

deliberately, over and over, in synchronization, it seems, to

the rhythm of the metronome, the word, " L E O N A R D . "

2. INT. DINING ROOM -MORNING -1930

The pendulum of a clock. An adult hand placing a bowl of

cereal on a table. Leonard, ten or eleven, waits a moment for

the adult to leave, grasps his spoon, and manipulates it from

bowl to mouth in time with the soft regular rhythm of the

clock.

3. EXT. STREET -NEW YORK -MORNING -1930 3.

Schoolbooks slung over their shoulders, Leonard and another boy

his age, a classmate, move along a street.

All around them are "visual rhythms" -lines in the sidewalk,

the even placement of trees, the sunlight breaking through the

branches above them -and somewhere unseen, the rhythmic

pounding of an elevator train.

As they climb a fence, a pocket watch, Leonard's, falls to the

ground.

4. INT. CLASSROOM -DAY -1930 4.

An adult hand chalking the words of a poem on a blackboard.

Children at desks dutifully transcribing the lesson.

All but one. Leonard. Whose hands are trembling slightly and

whose paper is blank. There is a noticeable lack of rhythms.

A cold silence. The broken watch rests on his desk.

The boy from the train, glancing at Leonard, begins gently

tapping the end of his pen against his desk. Leonard, "guided"

by the cadence of his friend's tapping, begins to write.

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The teacher's hand at the blackboard hesitates. Distracted by 4.

the rhythmic noise, he traces it to the offender and silences

him with a look.

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Without the rhythm, and without, apparently, inner natural

rhythms to replace it, Leonard's hand begins dragging the pen

across the paper, forming vague scrawl, each word less defined

than the last, until they begin melding together into what

resembles nothing so much as a child's rendering of ocean

waves.

The teacher resumes chalking on the board. The boy from the

train begins tapping his pen again, and, "guided" again by the

rhythm, Leonard is able to give definition to the "ocean

waves," to form recognizable letters.and words.

The teacher hesitates again and glares at the boy making the

irritating noise. The boy stops tapping and Leonard's writing

again becomes formless.

5. INT. CLASSROOM.-LATER -DAY -1930 5.

The finished poem on the blackboard. The sounds of children at

play on the schoolyard. The teacher, alone in the classroom,

at his desk grading the penmanship lesson.

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He circles offending errors on the last page of the last

composition book. He scribbles a grade opposite the student's

name in a grade book. He notices the absence of a grade in

Leonard's column. .

Leonard's desk. The teacher locates the missing composition

book buried under textbooks. He takes it back to his own desk,

opens it, and stares curiously at the last lesson, the poem, or

rather Leonard's illegible representation of it.

He considers earlier lessons in the book. He begins to see in

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