TWENTY-THREE YEAR OLD KATHLEEN in jeans and a tank top CARRYING A CARTON OF BOOKS, A YOGA MAT AND A SMALL LAMP. Kathleen is Olivia and Elliot's middle child. But unlike most middle children, this one has never suffered from being ignored. Not a possibility with Olivia as your mother. The kids are currently at Olivia's house. The house is modest and charming and sits on a few acres in the lush green hills of Santa Barbara. Neat rows of vegetables dot the landscape.

Kathleen arrives at her already packed Prius, where her OLDER SISTER, MAUREEN, 26, is trying to fit everything into the trunk. Maureen is more conservatively dressed than Kathleen and has an air of maturity about her.

MAUREEN

"Kathleen, stop...you're never going to fit all this in... you can come back for the rest tomorrow."

KATHLEEN

"I can't come back t-"

Kathleen looks up to see HARLEY, MAUREEN'S FIANCE, in a T-shirt and over-the-knee gym shorts, lugging a huge suitcase down the front path, a duffel strapped across his chest.

KATHLEEN

"Oh, God...that's all my clothes."

HARLEY

(Sets the suitcase down as he sees an SUV heading to the house) "Okay, your Mom is home. She'll figure this out."

The SUV pulls to a stop, Olivia gets out. Kathleen starts pulling cartons out of her trunk to make room for her clothes.

OLIVIA

"Kathleen, you're leaving now? I thought you were going in the morning?"

KATHLEEN

"I know but my friends are all there and they wanted me to come tonight."

OLIVIA

"But honey, it's going to get dark soon. You can't see out the back window. It's Saturday night. People will be on the road drinking..."

MAUREEN

"Mom, she'll be there in a couple hours, she'll be fine."

KATHLEEN

"Okay, I'm leaving this stuff here. I'll be back for it in a few days."

OLIVIA

"Want me to drive it down in the morning?" (Kathleen's BLACKBERRY BUZZES, she laughs, thumbs flying) "I could be there by lunch. We could go to that big Bed, Bath, and Beyond, buy kitchen stuff... Kathleen, can you look up from that thing?"

KATHLEEN

(Looking up) "I got it covered, Ma." (To Harley) "Hey gangsta, help me carry these..."

HARLEY

"Yep..."

Kathleen and Harley CARRY THE BOXES back into the house. Olivia seems worried as she watches them.

MAUREEN

"Mom, are you afraid to sleep in the house alone?"

OLIVIA

"What are you...? No!" (Maureen looks doubtful) "- I'm not! One of you is always moving out... But I am wondering who I'm gonna watch The Hills with?"

KATHLEEN

(Huge hug)

"Mamacita... I'm gonna miss you." Olivia hugs her back, but is aware of not hugging too hard.

Harley joins the group.

KATHLEEN

"Oh my god. L.A.! Okay. I'm doing this. Mom, you don't happen to know where Dad is, do you? I tried calling him to say goodbye..."

OLIVIA

"He was at Alex and Johns."

HARLEY

He was? How was that? You and them at the same - not that it's in any way, any of my... was just..."

OLIVIA

"- It was..." (Notices both girls wait for her answer) "- whatever. It was fine."

KATHLEEN

"Was her lunatic child there?"

OLIVIA

(Laughs) "Not this time. Kathleen, call me when you get there. Do NOT forget." (Kathleen texts, deep in convo) "Kathleen!"

KATHLEEN

"I will. I'll call you! "

MAUREEN

"Knock `em dead, little one."

HARLEY

"And call us when you get there, too. And no texting and driving."

Olivia loves that Harley said that. Kathleen gets in her car and starts off.

HARLEY

(Puts his arm around Olivia's shoulder)

"They grow up so friggin' fast. I hate it."

Kathleen pulls out of the driveway and out of sight.

MAUREEN

"Maybe you should get a dog."

OLIVIA

"Oh my God. Goodbye you two. Love you."

HARLEY

(Heading for their car and getting into the passenger seat)

"Love you boss!"

As Maureen and Harley drive off, Olivia turns and looks at her suddenly very empty nest. A Woman's house. Books and art collected over years. Interesting, unexpected pieces of furniture. Olivia kicks off her heels, now feeling short and alone. Deep breath. Cramped, but clearly a cook's kitchen. The Kids have left a few glasses and plates on the island. Olivia gathers them and as she rinses them at the sink, she suddenly and surprisingly feels very alone. She pauses, allows herself the moment, and then forces herself to snap out of it.

This is Olivia's other home. A large, bright, bustling BAKERY/RESTAURANT. The bakery counter could rival any in Paris. Last year, The New York Times rated Olivia's pain au chocolat the best in the United States. A line waits to get in. A very relaxed Olivia is behind the busy counter, easily moving between her young staff. The atmosphere is efficient and friendly. Olivia adjusts a few signs on the counter, then reaches inside the display case, pulling out a tray of muffins topped with powdered sugar. She carries the tray to the open pass through to the BUSY KITCHEN and calls to the head Baker.

OLIVIA

"Fin..."(Nods to the muffins)

FIN

"Too much sugar."

OLIVIA

"Little bit. "

Fin nods as Olivia hands him the tray. Olivia notices a line waiting to get up to the bakery counter. Knowing what to do, Olivia's staff has already set out cups of coffee with lids.

OLIVIA

"Who wants coffee while they're waiting?" Olivia and the staff hand out the free coffee. OLIVIA WALKS THE COUNTER - MOMENTS LATER refills a glass of water, checking on her customers.

OLIVIA

(Quietly to a Young Employee) "Check on table five, will you? "

The Young Employee nods as Olivia looks up and sees a MAN on the other side of the counter. They exchange polite hellos when Olivia notices CRAGEN, tan and confident, approaching her.

OLIVIA

(All smiles)

"Cragen!"

CRAGEN joins BRIAN, the man who stands across from Olivia. Brian is handsome in a way that sneaks up on you. There's something reserved and refreshing about his demeanor. He holds rolled blueprints.

CRAGEN

"Olivia, I can't remember, have you ever met Brian Schaeffer? "

Olivia says no, while Brian says yes at the same time.

BRIAN

"Well..." (Shrugs awkwardly)

CRAGEN

"Look what we've got. "

BRIAN

(Raises the blueprints)

"Your plans. "

OLIVIA

(To Cragen)

"So excited!"