(PIANO, LATE NIGHT, WEARY)

(HIGH HEELS ACROSS FLOOR AND STOP)

HM: Hey. Set 'em up, Joe.

GK: It's quarter to three.

HM: No one in the place except you and me.

I've got a little story you ought to know.

GK: Okay. (DROPS ICE IN GLASS, POURS)

HM: Here's one for my baby

And one more for the road.

GK: I think one for your baby is enough, Frankie.

HM: I know you're gettin' anxious to close, Joe.

But I got a lot of things to say.

GK: You seem gloomy.

HM: So you gotta listen to me.

I'm a kinda poet.

GK: I didn't know it.

HM: I've been a puppet, a pauper, a pirate, a poet, a pawn and a king. I've been up and down and over and out and I know one thing.

GK: Well, that's life.

HM: That's what all the people say.

GK: When you're flat on your face, you gotta pick yourself up....

HM: And get back in the race. I know. But I feel like the end is near. I'm facing the final curtain. I've been through each and every doorway.

GK: Well, you did it your way.

HM: I planned each careful step

From L.A. to Paris and Norway,

And more, much more than that----

GK: You did it your way. Any regrets?

HM: I have a few. But too few to mention.

GK: Well, mention one.

HM: Well, don't start spreading the news but

Even though I'm king of the hill,

Top of the heap,

Here in the city that doesn't sleep----

GK: What?

HM: I want to be a part of a small town.

GK: A small town? But what if you get the little town blues?

HM: That's where he is. My baby. Who is all I long for, all I worship and adore.

GK: In a little town, huh? And you love him.

HM: Hey. I picked me a plum

He came along and everything's startin' to hum

I met him in New York, in the wee small hours of the morning, we were strangers in the night....

GK: Exchanging glances.

HM: Wondering what were the chances, and before I knew it, he was under my skin, deep in the heart of me, really a part of me. And then it happened. Something stupid. I find out he's from Minnesota. A town called New York Mills. I thought he said, Forest Hills. But it's New York Mills. In Otter Tail County. Less than 2000 people. They raise sheep around there. Sheep. It's flat out there. You can see the stars. You can see what spring is like on Jupiter and Mars.

GK: Well, that's how it goes.

HM: You gettin' anxious to close?

GK: It's a quarter past three.

HM: Well, thanks for the cheer.

I hope you didn't mind my bending your ear.

(SHE SINGS):

Out in New York Mills

No bright lights, no hills,

That'll be my abode.

So make it one for my baby

And one more for the road.

GK: The road to Minnesota, huh.

HM (SINGS):

I'm leaving the city that can't sleep.

The woods are lovely, dark and deep

You can't fly if you don't leap.

One for my baby,

And one more for the sheep.