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ALL SCRIPTS


                               BOOGIE NIGHTS

                                     by

                            Paul Thomas Anderson

1 EXT. HOT TRAXX NIGHTCLUB - NIGHT

CAMERA holds on this PACKED disco on Van Nuys Blvd.

TITLE CARD: "San Fernando Valley, 1977"

A CADILLAC SEVILLE pulls up to the valet area and CAMERA (STEADICAM) moves
across the street, towards the car, landing close;

From the Seville steps, JACK HORNER (50s) and AMBER WAVES (early 30s).
CAMERA follows them (this is one continous shot) as they pass the crowd,
greet a DOORMAN and enter --

INSIDE THE NIGHTCLUB. Twice as packed inside as outside. Music is full
blast. Amber and Jack are greeted by;

MAURICE t.t. RODRIGUEZ (30s). Owner of the nightclub. Puerto Rican. Wearing
a suit and fifteen gold chains.

                                  MAURICE

              Jackie-Jack-Jack and Miss Lovely Amber Waves --

                                   AMBER

                                Hi, Maurice.

                                    JACK

               You bad ass little spick. How are you, honey?

                                  MAURICE

                    Pissed off you ain't been around --

                                    JACK

                           -- I been on vacation.

                                  MAURICE

                     Don't stay away this long from my

                     club ever again, Jackie-Jack-Jack.

                                    JACK

                                 I promise.

Maurice takes Amber's hand and gives it a kiss.

                                  MAURICE

                You are the foxiest bitch in ten countries.

                                   AMBER

                           You're such a charmer.

                                  MAURICE

                                 (to Jack)

                    I got you all set up at your booth.

              I wanna send over some clams on the half shell.

                                    JACK

                                 Beautiful.

                                  MAURICE

                     Just remember, Jack: I'm available

                     and ready. Cast me and find out --

                                    JACK

                             Yeah, yeah, yeah.

Amber and Jack head off towards the booth. CAMERA stays with Maurice,
follows him to the bar area, where he shouts some orders to a WAITER.

                                  MAURICE

                      Clams on the half shell to Jack

                       and Amber -- over there -- go!

The WAITER takes off to the kitchen, Maurice walks onto the dance floor and
greets three people;

REED ROTHCHILD, 20s, tall and skinny, BECKY BARNETT, 20s, black girl in
silk, BUCK SWOPE, 20s, black guy in cowboy gear.

                                  MAURICE

                           Hello there, kiddies.

                              REED/BUCK/BECKY

                           Hi, hey, hi, Maurice.

                                  MAURICE

                            Having a good time?

                                   BECKY

                                 Excellent.

                                  MAURICE

                            Great, great, great.

Maurice moves away to greet some more people. CAMERA stays with Reed, Becky
and Buck, does a 360 around them. Reed and Becky Disco Dance. Buck does
some Cowboy-Type Moves.

Moments later, the WAITER carrying clams on the half shell passes and
CAMERA picks up with him, follows him to Jack's booth, where he presents
them;

                                   WAITER

                          Compliments of Maurice.

                                    JACK

                                 Thank you.

                                   AMBER

                      Can I get a Marguerita, please?

                                    JACK

                             Seven-Up, here --

The WAITER exits, CAMERA PANS with him for a moment, leading to a young
girl wearing rollerskates, ROLLERGIRL (aged 18). She always, always wears
rollerskates. CAMERA PANS with her back to Jack's booth.

                                 ROLLERGIRL

                                    Hi.

                                    JACK

                               Hello, honey.

                                   AMBER

                              (to Rollergirl)

                       Did you call that girl today?

                                 ROLLERGIRL

                                 I forgot.

                                   AMBER

                   If you don't do it tomorrow, then it's

                  the weekend and you'll never be able to

                            get in to see her --

                                 ROLLERGIRL

                                    OK.

Rollergirl scratches her crotch as she speaks. Amber notices;

                                   AMBER

                       What's the matter down there?

                                 ROLLERGIRL

                              I gotta go pee.

                                   AMBER

                               Well go, then.

CAMERA stays with Rollergirl, following her across the dance floor. She
passes Buck, Becky and Reed, says hello, dances a moment, then continues on
-- into the clearing off the dance floor, heading for the bathroom. She
passes something, CAMERA moves away towards this something:

A bus boy cleaning a table, EDDIE ADAMS, aged 17. CAMERA moves into a CU --
blending to SLOW MOTION (40fps) for a moment.

(Note: In the text Eddie Adams will be referred to as Dirk Diggler.)

ANGLE, JACK'S TABLE.

Jack turns his head, looks across the dance floor and sees this kid
cleaning the table.

ANGLE, DIRK DIGGLER.

He looks up, catches Jack looking back at him, then turns away, disappears
into a back room.

CAMERA DOLLIES in on Jack, who at that moment, is approached by a figure
entering FRAME. Short, buffed out LITTLE BILL (late 40s). This is Jack's
Assistant Director.

                                LITTLE BILL

                                   Jack.

                                    JACK

                             Hey, Little Bill.

                                LITTLE BILL

                         Whatsa schedule look like?

                    Are we still on day after tomorrow?

                                    JACK

                        I wanna do it the day after

                          the day after tomorrow.

                                LITTLE BILL

                       For sure? 'Cause I wanna call

                 Rocky, Scotty, Kurt and all those guys --

Jack's attention is with the backroom that Dirk entered. He stands and
heads away.

                                    JACK

                   Absolutely. But I wanna keep it small.

                  I wanna keep a small crew on this one --

                                LITTLE BILL

                             -- a relaxed deal.

                                    JACK

                                  Exactly.

                                LITTLE BILL

                         Do you have a script yet?

                                    JACK

                      Tomorrow. Tomorrow is the day --

Jack is off across the dance floor.

CUT TO:

2 INT. BACKROOM/KITCHEN - MOMENTS LATER

                                    JACK

                                    Hey.

                                    DIRK

                                    Hey.

                                    JACK

                               How ya doin'?

                                    DIRK

                                   Fine.

                                    JACK

                              How old are you?

                                    DIRK

                  I have a work permit, I got the paper --

                                    JACK

                         No, no, no. Not like that.

                       How long have you worked here?

                                    DIRK

                                  A month.

                                    JACK

                        Maurice give you a job here?

                                    DIRK

                                   Yeah.

                                    JACK

                            How much he pay you?

                                    DIRK

                  I'm not supposed to say how much I make.

                                    JACK

                          He's a friend of mine --

                                    DIRK

                        Well you'll have to ask him.

                                    JACK

                   You live around here, Canoga - Reseda?

                                    DIRK

              Um . . . no . . . do you know where Torrance is?

                                    JACK

                            How do you get here?

                                    DIRK

                              I take the bus.

                                    JACK

                          So what do you wanna do?

                                    DIRK

                                   What?

                                    JACK

                   You take the bus from Torrance to work

                 in Reseda, why don't you work in Torrance?

                                    DIRK

                              I don't want to.

                                    JACK

                               . . . ok . . .

                                    DIRK

                       So . . . you want five or ten?

                                    JACK

                             . . . what . . . ?

                                    DIRK

                       If you wanna watch me jack off

                     it's ten bucks. If you just wanna

                         look at it then it's five.

                                    JACK

                     Guys come in, ask you to jack off

                          for them, ask to see it?

                                    DIRK

                                   Yeah.

                                    JACK

                         Have you done it tonight?

                                    DIRK

                               Couple times.

                                    JACK

                          And you can do it again?

                                    DIRK

                     If you want, if you got ten bucks.

BEAT. Jack extends his hand.

                                    JACK

                                 I'm Jack.

                                    DIRK

                            Eddie. Eddie Adams.

                                    JACK

                    Eddie Adams from Torrance. I'm Jack

                             Horner, Filmmaker.

                                    DIRK

                                  Really?

                                    JACK

                    I make adult films. Erotic pictures.

BEAT, THEN;

                                    DIRK

                 . . . I know who you are. I read about you

                  in a magazine. "Inside Amber," "Amanda's

                          Ride." You made those --

                                    JACK

                   So you know me, you know I'm not full

                            of doggy-doo-doo --

                                    DIRK

                                Yeah . . . .

                                    JACK

                         So why don't you come back

                         to my table, have a drink,

                            meet some people --

                                    DIRK

                    I'd love to but . . . I'm working --

                                    JACK

                You need money, you have to pay the rent --

                                    DIRK

                 . . . No . . . I mean, yeah. I need money.

                   But I don't pay rent. I live at home.

                                    JACK

                      Tell me how old you are, Eddie.

                                    DIRK

                        . . . I'm seventeen . . . .

                                    JACK

                 You're a seventeen year old piece of gold.

                                    DIRK

                                Yeah, right.

                                    JACK

                    Why don't you come back to my table,

                     have a drink, meet some people --

                                    DIRK

                        I can't do that to Maurice.

                                    JACK

                        You're a good worker, yeah?

                                    DIRK

                      I'm sorry, I do know you, I know

                   who you are, I'd love to have a drink

                 with you and I know you're not full of --

                                    JACK

                             -- doggy-doo-doo.

                                    DIRK

                        Yeah, yeah. But I just can't

                      walk out on Maurice. I'm sorry.

BEAT, THEN;

                                    JACK

                    It seems to me, beneath those jeans,

                      there's something wonderful just

                           waiting to get out --

Jack leaves.

3 EXT. HOT TRAXX NIGHTCLUB - NIGHT (LATER)

The club is closing, Maurice is locking up and turning the lights off out
front. CAMERA hangs around with Buck, Becky and Reed. (Director's Note:
Reference improv. Notes)

Jack and Amber cruise past in his Seville, say so long and head up Van Nuys
Blvd.

They pass Little Bill who walks to his old Station Wagon, rips a parking
ticket off the windshield and gets behind the wheel.

Dirk Diggler exits the club from a side door and heads off --

CUT TO:

4 OMITTED

5 INT. JACK'S HOUSE/LAUREL CANYON - NIGHT - LATER

Jack and Amber enter the house. It resembles the Jungle Room at Graceland.
He heads for the kitchen, she makes a drink . . .

                                    JACK

                         You want somethin' to eat?

                          I'm onnamake some eggs.

                                   AMBER

                            I'm goin' to sleep.

                                    JACK

                  Goodnight, honey-tits. Sleep beautiful.

CUT TO:

6 INT. AMBER'S BEDROOM/JACK'S HOUSE - NIGHT - MOMENTS LATER

ECU, AMBER. She does a quick line of coke. BEAT. She takes a valium, lights
a cigarette, then picks up the phone;

                                   AMBER

            Tom . . . hi . . . yeah. I know it's late, but . . .

                                   (beat)

                     Yeah. Is Andy there? Is he . . . ?

                   I'd like to say hello, I'd like to say

                      hello to my son and that's all.

                                   (beat)

                       Lemme tell you something, Tom.

                  Lemme tell you something you don't know;

                      I know a lawyer, you understand?

                      You might think I don't but I do

                     and I'll take you to court . . . .

                                   (beat)

                  No . . . please don't, Tom, Tom, Tom --

Dial tone from the phone. She hangs up.

7 INT. LITTLE BILL'S HOUSE - NIGHT

Little Bill enters his house quietly, turns on a small light to help guide
him down a hallway.

FROM A BEDROOM DOOR we hear the sounds of MOANING AND GROANING. Little Bill
walks to the door, hesitates, then opens --

CUT TO:

8 INT. LITTLE BILL'S BEDROOM - NIGHT - THAT MOMENT

LITTLE BILL'S WIFE and a BIG STUD are doing it on the bed. They stop a
moment and casually look at him.

                                LITTLE BILL

                        What the fuck are you doing?

                             LITTLE BILL'S WIFE

                   The fuck does it look like I'm doing?

                  I've got a cock in my pussy, you idiot.

                                  BIG STUD

                          Will you close the door?

                                LITTLE BILL

                   Will I close the door? You're fucking

                             my wife, asshole.

                                  BIG STUD

                             Relax, little man.

                             LITTLE BILL'S WIFE

              Just get out, Bill. Fucking sleep on the couch.

                               (to Big Stud)

                           Keep going, Big Stud.

Big Stud continues. Little Bill watches a moment in a haze then closes the
door.

CUT TO:

9 INT. DIRK'S PARENTS HOUSE/TORRANCE - NIGHT

Dirk enters quietly, walks a hallway and goes into his room.

CUT TO:

10 INT. DIRK'S ROOM - NIGHT - THAT MOMENT

Dirk enters his room and begins to remove his clothes. He turns the volume
low on his stereo. He stands in front of his mirror, does a few flexes,
some dance moves, some karate moves, etc. CAMERA DOES A SLOW 360 PAN AROUND
THE ROOM. Posters on the walls of Travolta, Pacino, a 1976 Corvette, Bruce
Lee, Hawaii, a Penthouse centerfold, Luke Skywalker, etc. CAMERA LANDS BACK
ON DIRK.

                                    DIRK

                               That's right.

FADE OUT, CUT TO:

11 OMITTED

12 OMITTED

13 INT. DIRK'S HOUSE/KITCHEN - MORNING

Dirk eats breakfast. His MOTHER (mid 40s) stands, washing a dish. His
FATHER (50s) enters, dressed in suite. He crosses the kitchen

INSERT, CU

Father, stubble on his face, places a kiss on the cheek of Mother.

                                   FATHER

                               Good morning.

                                   MOTHER

                 . . . Jesus. Please, okay? Shave if you're

                    gonna do that, it scratches my face.

Father takes a seat at the breakfast table, looks to Dirk.

                                   FATHER

                  How's that work, you get home late, huh?

                                    DIRK

                                   Yeah.

                                   MOTHER

                    If you wanna work in a nightclub you

                should . . . if it's so important . . . you

                          should find one closer.

                                    DIRK

                              . . . yeah . . .

They eat in silence.

                                    DIRK

                          I've gotta get to work.

                                   MOTHER

                         . . . at a car wash . . .

                                    DIRK

                                   What?

                                   MOTHER

                    You work at a car wash, school never

                              occurred to you?

Dirk stands up, places his plates in the sink and exits.

CUT TO:

14 OMITTED

15 OMITTED

16 INT. HIGH SCHOOL CLASSROOM - DAY

A crowded high school geometry classroom. In the back of the class, sitting
at a desk is Rollergirl. A TEACHER walks about, handing out the final exam.
Rollergirl looks it over; a lot of questions, diagrams and generally
confusing material. She looks across the room;

Two BOYS are looking at her and chuckling to themselves. One guy looks to
the other and makes a "blow job" gesture.

She looks away, they continue their gestures and giggling. Other students
notice and smile.

CAMERA ARRIVES CU. ON ROLLERGIRL. She stands up, heads for the door -- the
teacher calls after her -- but she's gone.

CUT TO:

17 INT. SUPER-DUPER STEREO SHOP - DAY

A semi-high end stereo store in the valley. Buck, dressed in his usual
cowboy-digs, is talking to a CUSTOMER about a stereo unit. The manager, a
skinny-white guy with a mustache and mustard suit, JERRY (30s) is standing
nearby.

                                    BUCK

                       -- so basically you're gettin'

                     twice the base, cause of the TK421

                  modification we got in this system here.

                                  CUSTOMER

                  I don't know - do I need that much bass?

                                    BUCK

                       If you want a system to handle

                        what you want -- yes you do.

                    See this system here. This is Hi-Fi.

                    "High Fidelity." What that means is

                  that it's the highest quality fidelity.

                                  CUSTOMER

                             It's the price --

                                    BUCK

                         I have this unit at home.

                                  CUSTOMER

                            . . . really . . . ?

                                    BUCK

                      Yes. But -- I've got it modified

                    with the TK421, which is a bass unit

                    that basically kicks in another two,

                     maybe three quads when you really

                   crank -- lemme put another eight track

                    in so you can get a better idea what

                            I'm talkin about --

Buck ejects the Eight Track that was playing and puts in his own of a
country western song.

                                    BUCK

                     Hear that bass? It kicks and turns

                   and curls up in your belly, makes you

                   wanna freaky-deaky, right? If you get

                    this unit as it is -- it won't sound

                   like this without the modification --

                     and we do that for a small price.

The Customer listens another moment, then;

                                  CUSTOMER

                          Thank you for your time.

                                    BUCK

                                No problem.

The Customer exits and Jerry approaches Buck.

                                   JERRY

                          . . . the fuck was that?

                                    BUCK

                                    Wha?

                                   JERRY

                       Have I told you? Huh? Have I?

                                    BUCK

                              What? I don't --

                                   JERRY

                     Alright: A.) You play that country

                    western-crap and no one's gonna buy

                     a stereo. You throw on some KC and

                the Sunshine Band, a guy looks a particular

                way -- and you've seen the profile sheet --

                    you throw on some Led Zeppelin. No.

                   Instead, you play this twingy-twangy,

                   yappy-dappy music. What kinda brother

                  are you anyway, listening to that shit?

                                    BUCK

                            Hey, Jerry, look --

                                   JERRY

                    No, you look. I gave you a job here

                      because I thought your film work

                     might bring some nice pussy in the

                     place -- and it has -- but I can't

                     have anymore fuck ups -- you dig?

                                    BUCK

                                   Yeah.

                                   JERRY

                      Alright. Go unload the new 484's

                            from the back room.

Buck goes to the back room.

CUT TO:

18 INT. SHERYL LYNN'S BEDROOM - DAY - LATER

Dirk is in bed with a young neighborhood girl, SHERYL LYNN PARTRIDGE. Her
room is decorated in pastels with equestrian things all around. Horse
models, trophies from riding, blue ribbons, etc.

                                    DIRK

                            I have to get back.

                                SHERYL LYNN

                                 Once more.

                                    DIRK

                        I have to get back to work.

                                SHERYL LYNN

                           Give it to me, Eddie.

                                    DIRK

                   Don't make me pounce you, Sheryl Lynn.

                                SHERYL LYNN

                          Ohhhh-baby, baby, baby.

                                    DIRK

                               I'll do it --

                                SHERYL LYNN

                                  Promise?

                                    DIRK

                                 That's it.

Dirk jumps up and starts bouncing up and down on the bed, naked and
flapping. She stares at his crotch, shakes her head;

                                 DICK (OC)

                                   What?

                                SHERYL LYNN

                            You're so beautiful.

                                 DICK (OC)

                                 Yeah . . .

                                SHERYL LYNN

                      Do you know how good you are at

            doing this, Eddie? Having sex . . . fucking me . . .

                             making love to me?

Dirk looks down. BEAT.

                                    DIRK

                  Everyone has one thing, y'think? I mean:

             Everyone is given one special thing . . . . right?

                                SHERYL LYNN

                               That's right.

                                    DIRK

                Everyone is blessed with One Special Thing.

Dirk kneels down to her;

                                    DIRK

                I want you to know: I plan on being a star.

                  A big, bright shining star. That's what

                    I want and it's what I'm gonna get.

                                SHERYL LYNN

                                  I know.

                                    DIRK

                  And once I get it: I'm never gonna stop

                    and I'll never, ever make a mistake.

They Kiss.

CUT TO:

19 INT. HOT TRAXX NIGHTCLUB - NIGHT

Nightclub is in full swing on a Friday Night. CAMERA hangs with Dirk for a
while as he buses tables.

ANGLE, JACK'S BOOTH

Rollergirl comes over to speak with Jack. He whispers something in her ear.
She nods, "I understand," and rolls away --

CUT TO:

20 INT. HOT TRAXX/HALLWAY - NIGHT - THAT MOMENT

CAMERA follows on the heels of the rollerskates as they move down the
hallway and into --

THE KITCHEN

Dirk is washing dishes. He looks up and spots Rollergirl. She lifts a skate
up just a little . . . She rolls closer to Dirk and pulls him into

A CLOSET SPACE

She goes down on him, unzips his pants and pulls out his cock. She
hesitates. DOLLY IN CLOSE ON HER FACE. She smiles up at Dirk.

CUT TO:

21 OMITTED

22 EXT. HOT TRAXX NIGHTCLUB - NIGHT - LATER

Closing hour. Dirk exits a side door and starts walking. Jack, Amber and
Rollergirl in the Seville pull along side him;

                                    JACK

                                Hey. Eddie.

                                    DIRK

                                Hello. Jack?

                                    JACK

                           Yeah. You wanna ride?

                                    DIRK

                           I'm goin' pretty far.

                                 ROLLERGIRL

                     You remember me? Couple hours ago?

                                    DIRK

                         Yeah . . . I remember you.

                                   AMBER

                           Come with us, sweetie.

                                    DIRK

                                   Okay.

Dirk gets in the backseat of the car with Rollergirl.

CUT TO:

23. INT. CANDY'S COFFEE SHOP - NIGHT - LATER

In a booth, after the meal. Dirk and Rollergirl on one side, Jack and Amber
on the other.

                                    JACK

                  This thing here, I mean, you understand

                    one thing and that's this: It costs.

                 I mean, this stuff costs good ol' American

                    Green. You got film, you got lights,

               you got sound, lab fees, developing, synching,

                   editing -- next thing you know you're

                 spending thirty/forty thousand a picture.

                                    DIRK

                           That's a lot of money.

                                    JACK

                  Hell yes it's a lot of money, but lemme

                  tell you something else: You make a good

                 film and there's practically no end to the

                    amount of money you can make, Eddie.

                                   AMBER

                        Have you seen Jack's house?

CAMERA HOLDS ON AMBER. She watches Dirk.

                                 DIRK (OC)

                                    No.

                                 JACK (OC)

                               He'll see it.

                              ROLLERGIRL (OC)

                               He'll see it.

                                 JACK (OC)

                 Eddie: You got ten, fifteen people around

                and that's just to make sure the lighting is

               right . . . shit, this is not an operation for

                the weak, and lemme tell you something else:

               When all is said and done, you gotta have the

              juice, you understand? I mean . . . you can work

               on your arms, your legs, workout morning, day,

               noon, night, the whole deal, but when it comes

             right down to it . . . what we need is Mr. Torpedo

               Area, y'understand? Mr. Fun Zone? Okay, let's

               say you got that: right? And You Do Got, Yeah?

He looks to Rollergirl. She smiles. CAMERA OFF AMBER NOW.

                                    JACK

                 I can go out -- tonight -- the reputation

                    I got: I can find myself 15/20 guys,

                cocks the size of Willie Mays Baseball Bat:

                  Do I want that? No. Do I need that? No.

                               I need actors.

                                   AMBER

                       Uhhh-ohhh . . . here we go --

                                    JACK

                   -- Alright, yeah, I need the big dick,

                   and the big tits -- that GETS them in

                   the theater. What keeps them in their

                    seats even after they've come? Huh?

                         The beauty and the acting.

              If you're able to give it up and show the world:

                     No, not just your cock. Fuck that.

                   What I'm talking about is showing your

               insides, from your heart . . . you understand?

                    Hey, Sure: GET THEM IN THE THEATER.

               That's one thing. I don't want 'em showing up,

                 sitting down, jacking off and splitting on

                 the story. I don't want to make that film.

                I wanna make the thing that keeps 'em around

            even after they've come . . . what happens when you

                    come? You're done, you wanna split.

                   My idea, my goal: Suck 'em in with the

         story . . . they'll squirt their load and sit in it . . .

                      Just To See How The Story Ends.

                  Sometimes we make these films, we wanna

                 make people laugh a little, then get into

              it and fuck heavy: That's good and that's fine.

                 But I got a dream of making a film that's

                  true . . . true and right and dramatic.

                                    DIRK

                . . . Right . . . right . . . I understand.

                                   AMBER

                     Don't listen too hard to all this,

                   honey . . . it's just nice in theory.

                                    JACK

                      It's a dream to be able to find

                            a cock and an actor.

                                 ROLLERGIRL

                     Dream, dream, dream, dream, dream.

                                    DIRK

               If you don't have dreams you have nightmares.

HOLD. Amber, Jack and Rollergirl look at Dirk.

CUT TO:

24 INT. JACK'S HOUSE/LIVING ROOM - NIGHT

CAMERA DOES A 180 AROUND THE MAIN PART OF THE HOUSE, LANDS THE ANGLE WITH
DIRK. He's sitting on a couch, hands folded across his lap. OC we hear
Jack, Rollergirl and Amber moving about and talking.

                                 JACK (OC)

                       Did you want a Fresca, Eddie?

                                    DIRK

                                 No thanks.

                                    JACK

                            You're sure . . . ?

                              ROLLERGIRL (OC)

                      . . . you're out of limes, Jack.

                                 JACK (OC)

                      Check in the studio fridge . . .

                                 AMBER (OC)

                             I'm going to bed.

                                 JACK (OC)

                             Good night, honey.

                                 AMBER (OC)

                Good night, Jackie. Don't stay up too late.

                  Good night, Eddie. I'm glad you came by.

She leans into FRAME and gives Dirk a good-night kiss.

                                   AMBER

                               You're great.

                                    DIRK

                                 Thank you.

CAMERA PANS WITH AMBER AND LEADS TO AN ANGLE WITH JACK. HOLD.

                                    JACK

                      She's the best, Eddie. A mother.

                     A real and wonderful mother to all

                            those who need love.

                                 DIRK (OC)

                             She's really nice.

                                    JACK

                     So what do you think . . . I think

                    we ought to be in business together.

                                 DIRK (OC)

                             . . . yeah . . . ?

                                    JACK

                      What do you think of Rollergirl?

                                 DIRK (OC)

                    She's . . . she's really great . . .

                                    JACK

                   Would you like to get it on with her?

                                 DIRK (OC)

                                 Have sex?

                                    JACK

                                   Yeah.

                                 DIRK (OC)

                      Yeah, I'd love to. I mean, yes.

                       She's . . . she's really foxy.

                                    JACK

                           Bet your ass she is --

Rollergirl enters back into the house. CAMERA SWING PANS OVER:

                                 ROLLERGIRL

                   You're officially out of limes, Jack.

                                    JACK

                      I'll get you some more tomorrow.

                     Come over here a minute. Sit next

                        to Eddie on the couch there.

                                 ROLLERGIRL

                       Here We Go! Are We Gonna Fuck?

                                    JACK

                                Yes you are.

                                 ROLLERGIRL

                        Oh, wait, wait, wait, then.

She rolls over to the Hi-Fi system and picks a record. She sets the needle
on the turntable and rolls over to the couch -- in one swift motion ripping
her clothes off.

                                 ROLLERGIRL

                                 You ready?

                                    DIRK

                                  Are you?

                                 ROLLERGIRL

                                 Ohhh-yeah.

They kiss. They lean back on the couch. Dirk stops a moment.

                                    DIRK

                    Are you gonna take your skates off?

                                 ROLLERGIRL

                        I don't take my skates off.

                                    DIRK

                                   Okay.

                                 ROLLERGIRL

                         Don't fucking come in me.

                                    JACK

                    Don't come in her, Eddie. I want you

                   to pull it out and jack off, make sure

                        you aim it towards her face.

                                 ROLLERGIRL

                              Fuck you, Jack.

                                    JACK

                          Towards her tits, then.

CAMERA HOLDS ON JACK. OC sounds of Dirk and Rollergirl making out on the
couch. SLOW ZOOM INTO CU. ON JACK.

CUT TO:

25 INT. DIRK'S HOUSE - EARLY MORNING - LATER

Dirk enters quietly, walks down the hallway, passing the kitchen. His
MOTHER is there, looking at him. HOLD, THEN;

                                    DIRK

                                    Hi.

                                   MOTHER

                              Where were you?

                                    DIRK

                                  Nowhere.

                                   MOTHER

                     Shut up. Shut up. Where were you?

Dirk walks down the hall towards his room.

                                   MOTHER

                   You see that little slut girl you see?

                            Sheryl? Sheryl Lynn?

                                    DIRK

                              Don't say that.

                                   MOTHER

                    Does it make you feel like a stud to

                   see trash like that? Huh? What is she?

                             Your girl-friend?

                                    DIRK

                          She's not my girlfriend.

                                   MOTHER

                     She's a little whore and a little

                   piece of trash . . . I know you're not

                        the only one that she sees.

                                    DIRK

                What . . . what're you . . . you don't know.

                                   MOTHER

                  I've heard things about her. That girl.

                   Don't think I don't know what goes on

              when I'm not here . . . I wash your sheets, kid.

                  I know she's been here. Or are you doing

                    some other thing in there? With your

                    music and your posters on the wall?

CUT TO:

26 INT. BEDROOM - MORNING - THAT MOMENT

Dirk's FATHER is sitting on the edge of his bed, listening the fight
outside.

                                MOTHER (OC)

                   Why don't you go to your little whore,

                    Sheryl Lynn. Your little GIRLFRIEND.

                                 DIRK (OC)

                               Maybe I will.

                                MOTHER (OC)

                   Oh yeah? Yeah, what are you gonna do?

                                 DIRK (OC)

                        I dunno, I'll do something.

27 INT. HALLWAY - MORNING - THAT MOMENT

                                   MOTHER

                   You can't do anything. You're a loser.

                  You'll always be a loser -- you couldn't

                  even finish high school because you were

                  too stupid -- so what are you gonna do?

                                    DIRK

                    I'll do something . . . I'll do it.

                    I'll go somewhere and do something,

                  maybe I'll run away where you can never

                                  find me.

                                   MOTHER

                        Go ahead. Go ahead and fuck

                             that little GIRL.

Dirk heads for his room, Mother follows.

29 INT. DIRK'S BEDROOM - MORNING - THAT MOMENT

Dirk heads for a drawer and starts to grab some clothes.

                                   MOTHER

                      What do you think you're doing?

                                    DIRK

                          I'm getting my stuff --

                                   MOTHER

                      -- you think that's your stuff?

                 That's not your stuff . . . you didn't pay

                     for that -- it's not yours because

                       you didn't pay for it, stupid.

Dirk stops. His Mother looks to the posters on his wall.

                                   MOTHER

                     None of this stuff is yours. This:

She starts to rip his posters from the wall. Dirk stands. CAMERA begins a
SLOW DOLLY INTO CU.

                                MOTHER (OC)

                 If you're gonna leave, you leave with what

               you've got: Nothing. Y'see . . . you treat me

                    like this and this is what you get.

                 That's fair. Huh? You wanna live that way?

                 Fuck that little whore. I've taken care of

                you all your miserable fucking life . . . .

CAMERA ARRIVES CU. ON DIRK. He's starting to cry.

                                MOTHER (OC)

             . . . you pay for it . . . you owe me for all the

              shit I've done for you in your life . . . . you

              little fucker . . . you understand? Think you're

               gonna be this? Huh? These god damn posters --

                  you're not gonna be this -- you're gonna

                    be shit . . . because you're stupid.

                                    DIRK

                              I'm not stupid.

                                   MOTHER

                                Yes you are.

                                    DIRK

             Why are you so mean to me? You're my mother . . .

                                   MOTHER

                               Not by choice.

                                    DIRK

                        Don't. Don't be mean to me.

                                   MOTHER

                   You little fucker, I'm not being mean

                   to you, you're just too stupid to see.

                                    DIRK

                  You don't know what I can do. You don't

                  know what I can do or what I'm gonna do

                   or what I'm gonna be. You don't know.

                   I'm good. I have good things that you

                  don't know and I'm gonna be something --

                   you -- You Don't Know And You'll See.

                                   MOTHER

                           You can't do anything.

                        You'll never do anything --

                                    DIRK

                            Don't be mean to me.

                                   MOTHER

               YOU LITTLE FUCKER, I'M NOT BEING MEAN TO YOU!

Dirk CHARGES at his Mother and SLAMS her against the wall.

                                    DIRK

                    AND YOU DON'T BE MEAN, AND YOU DON'T

                           TALK TO ME . . . . NO.

CUT TO:

29 EXT. DIRK'S HOUSE/TORRANCE - MORNING

Dirk CHARGES out of the house and runs off down the street. Mother appears
in the doorway, watches him leave, slams the door --

CUT TO:

30 OMITTED

31 OMITTED

32 OMITTED

33 INT. JACK'S HOUSE - DAY

Jack, Amber, Rollergirl, Reed, Buck and Becky. They're setting up for a
pool party. Cases of beer, soda and chips all around.

Dirk comes walking up towards the front door . . . Jack opens up, CAMERA
PUSHES IN . . . Jack opens his arms;

                                    JACK

                  Eddie Adams from Torrance! You made it,

                 you made it, my darling, come on in here.

                       I want you to meet someone --

CAMERA follows with Jack and Dirk as they move to the pool area and find
Reed, who's setting up the bar.

                                    JACK

                      Reed, honey, I want you to meet

                    a New Kid On The Block, Eddie Adams.

                                    DIRK

                          Hi . . . I'm Eddie . . .

                                    REED

                Hi, Eddie. I'm Reed. You live on this block?

                                    DIRK

                                  No, no.

                                    REED

                      Oh, I thought Jack said you did.

                              You wanna drink?

                                    DIRK

                                   Sure.

                                    JACK

                     Eddie, I want you to hang out for

                     a while, I don't want you leaving

                      this party . . . understand me?

                                    DIRK

                                   Sure.

Jack leaves. Reed looks to Dirk.

                                    REED

                                Marguerita?

                                    DIRK

                                   Great.

BEAT. Reed fixes the drink.

                                    REED

                          Can I ask you something?

                                    DIRK

                                  Uh-huh.

                                    REED

                              Do you work out?

                                    DIRK

                                   Yeah.

                                    REED

                    You look like it. Whadda you squat?

                                    DIRK

                                    Two.

                                    REED

                               Super, super.

                                    DIRK

                                    You?

                                    REED

                                   Three.

                                    DIRK

                                    Wow.

                                    REED

                       No b.s. Where do you work out?

                                    DIRK

                    Torrance. In Torrance, where I live.

                                    REED

                   Cool. Cool. You ever go to Vince's out

               here -- no you couldn't, I would've seen you.

                                    DIRK

                 I've always wanted to work out at Vince's.

                                    REED

                        Here we go . . . taste that.

Dirk sips the Marguerita.

                                    DIRK

                               Rock and Roll.

                                    REED

                         Thanks. What do you bench?

                                    DIRK

                             You tell me first.

                                    REED

                                 You first.

                                    DIRK

                                 Same time.

                                    REED

                                   Cool.

                                    DIRK

                                   Ready?

                                    REED

                                   Ready.

                                 DIRK/REED

                     One . . . Two . . . Three . . . .

SILENCE.

                                    DIRK

                          You didn't say it . . .

                                    REED

                           . . . neither did you.

ANGLE, POLAROID CAMERA.

It sits on a table top. It's suddenly snapped up by Rollergirl. CAMERA
follows her and the Polaroid out to the pool area where she snaps photos of
Reed and Dirk. (Flash to Developed Polaroids.)

CUT TO:

34 EXT. JACK'S DRIVEWAY - AFTERNOON - LATER

The driveway is PACKED with cars now and the party is in full swing. A Big
Black Cadillac comes down the driveway. A LIMO DRIVER gets out, moves to
the back and opens the door. From the car steps:

THE COLONEL JAMES (mid-60s). Heavy-set in a tan suit. Wrap around
sunglasses. The Porno Film Distributor. His LADY FRIEND (aged 16) steps
from the car and smiles;

                                  COLONEL

                           You look great, honey.

                                LADY FRIEND

               Is there gonna be coke at this party, Colonel?

                                  COLONEL

                                    Yes.

Jack is right there to greet the Colonel.

                                    JACK

                        Colonel, hello and welcome!

                                  COLONEL

                    Hello, Jack. This is my Lady Friend.

                                    JACK

                              Hello, darling.

                                LADY FRIEND

                      Do you have coke at this party?

                                    JACK

                    Well I'm sure we can find you some.

                                  COLONEL

                         Find her some coke, Jack.

                                    JACK

                  We will, we will. Thanks for coming by.

They exit. CAMERA follows the Limo Driver into the pool area --

CUT TO:

35 EXT. POOL AREA/JACK'S HOUSE - THAT MOMENT

CAMERA follows the Limo Driver for a while, then moves away, to find;
Maurice and Amber. They're sitting down, speaking.

                                  MAURICE

              . . . y'see, Miss Amber, I'm just a poor fellow

                  from Puerto Rico. I have the club, yes,

         that's one thing . . . but soon . . . the club goes . . .

             I die . . . and what do I have? I've got nothing.

                                   AMBER

                                  Uh-huh.

                                  MAURICE

                    I want something to send back home.

               Something to send back to my brothers and say:

               Look At Me. Look At The Women I've Been With.

                                   AMBER

                So what . . . do you want me to talk to him?

                                  MAURICE

              Yes . . . I mean . . . y'know . . . what do you

                           think I'm askin' here?

                                   AMBER

                       . . . you wanna be in a movie?

                                  MAURICE

                  Please. Tell him I won't be bad. Please.

                                   AMBER

                          I'll see what I can do.

CAMERA moves away, through the party, to find Buck and Becky.

                                   BECKY

                . . . because it's old . . . it's old deal.

                                    BUCK

                         Lemme tell you something:

                                   BECKY

                  He was obviously pissed about the music.

                                    BUCK

                       What's wrong with it, y'know?

                                   BECKY

                     Look, Buck: The cowboy look ended

                           about six years ago --

                                    BUCK

                            -- it's comin' back.

                                   BECKY

                     No it's not. It's over, it's dead.

                                    BUCK

                 You don't know what you're talkin' about.

                                   BECKY

                   I'm just saying and it seems like your

                   boss at the stereo store is saying the

                               same thing --

                                    BUCK

                               -- what, what?

                                   BECKY

                              Get a new look.

                                    BUCK

            Yeah . . . yeah . . . yeah . . . you get a new look.

                                   BECKY

                      The look I've got is just fine.

                                    BUCK

                             What's your look?

                                   BECKY

                           Chocolate Love, Baby.

                                    BUCK

                                Yeah, right.

OC we hear the new song start to play.

                                   BECKY

                   OH SHIT! TURN IT UP! I LOVE THIS SONG!

Becky leaves. CAMERA moves away to find:

The Colonel's Lady Friend approaches a Young Stud, who's wearing
bikini-speedos and holding court over a table of coke.

                                LADY FRIEND

                             Excuse me . . . ?

                                 YOUNG STUD

                                    Yes?

                                LADY FRIEND

                           May I please join in?

                                 YOUNG STUD

                              Most certainly.

CUT TO:

36 EXT. JACK'S HOUSE/DRIVEWAY - DAY - MOMENTS LATER

Little Bill and his Wife get out of his Station Wagon and enter the party
from the driveway. She's dressed up. He's dressed down.

                                LITTLE BILL

                     Just don't embarrass me, alright?

                             LITTLE BILL'S WIFE

                              Fuck you, Bill.

                                LITTLE BILL

                     I work with these people, alright?

                     These are my coworkers, so just --

                             LITTLE BILL'S WIFE

                                  Bite it.

                                LITTLE BILL

                        Don't make me do something.

                             LITTLE BILL'S WIFE

                         Ohhh . . . I'm so scared.

She moves away. Rollergirl passes and takes a SNAPSHOT.

CU. THE POLAROID - DEVELOPED

Little Bill in sort of an angry-confused-surprised face.

                                 ROLLERGIRL

                         What's wrong, Little Bill?

                                LITTLE BILL

                     Nothing. How are you, Rollergirl?

                                 ROLLERGIRL

                                 I'm fine.

                                LITTLE BILL

                              Is Jack around?

                                 ROLLERGIRL

                             He's in the house.

Little Bill leaves. CAMERA follows Rollergirl around as she mingles and
snaps more Polaroids.

CUT TO:

37 INT. JACK'S OFFICE - DAY - THAT MOMENT

Jack and the Colonel are sitting, drinks in their hand. The Colonel smokes
a cigar.

                                    JACK

                   The idea is this: Amber is a director

                 of porno films and she's down on her luck.

                   She hasn't had a hit in a year. She's

             desperate. Her landlord is threatening to kick her

             out, so she's desperate for a big dick hit, right?

                                  COLONEL

                             Yes. Good dilemma.

                                    JACK

                   Yes. So she calls up all the agencies

                   in town and says: "Send over your best

                   actors, I'm casting a porno picture."

                   Well, the story goes and develops with

                     Amber auditioning various men and

                 women . . . the whole thing wraps up with

                  the Landlord, I'd like to get Jeremy if

                   he's still in town to play the part --

                     he comes in -- the landlord says:

                   You better pay rent or you're through.

                   Well, Amber does one helluva suck job,

                 ass fuck, come in the face, sort of thing

                          and fade out - the end.

                                  COLONEL

                               That's great.

                                    JACK

                   There's a kid, a young man, I met him

                    last night: His name is Eddie Adams.

                He's here, he's at the party. He's something

                      special and I want to cast him.

                                  COLONEL

                          What films has he done?

                                    JACK

                          This would be his first.

Little Bill pokes his head into the office, sees the conversation and
quickly apologizes and exits. The Colonel looks to Jack;

                                  COLONEL

                Casting is up to you, Jack. You wanna do it?

                Then do it. If it has big tits, tight pussy

                 and focus: I'm happy. You tell the stories

                    you wanna tell, make yourself happy.

CUT TO:

38 EXT. JACK'S HOUSE/POOL AREA - DAY - THAT MOMENT

Reed and Dirk are swimming. Dirk gets up on the diving board.

                                    REED

                              Do a cannonball.

                                    DIRK

                        No, no. Watch this Jacknife.

Dirk runs and jumps --

                                    DIRK

                                 JACKNIFE.

He lands in the pool and swims to the surface.

                                    DIRK

                              How did it look?

                                    REED

                           Great. Check this out.

                            (gets on the board)

                       This is gonna be a full-flip.

Reed runs, jumps, goes for the flip but lands FLAT ON HIS BACK.

CUT TO:

39 INT. POOL/UNDERWATER - THAT MOMENT

Reed lands. CAMERA moves in on his face. He's in SERIOUS PAIN. He floats
down for a moment . . . .

CUT TO:

40 EXT. POOL AREA - THAT MOMENT

Everyone at the party is looking . . . holding their breath and waiting . .
. Reed comes to the surface.

                                    REED

                                   Ouch.

The party people turn back to their conversations . . .

                                    DIRK

                     You gotta try and bring your legs

                         all the way around . . . .

                                    REED

                                   Yeah.

41 INT. JACK'S HOUSE/THE PARTY - DAY - THAT MOMENT

CAMERA follows behind Little Bill. He's walking around, looking for his
wife. He greets a few people here and there.

He runs into a big guy, ROCKY (late 30s). He's a CREW member.

                                LITTLE BILL

                           How you doin', Rocky?

                                   ROCKY

                         Good, good, what's wrong?

                                LITTLE BILL

                          Nothin'. Nothin' at all.

                                   ROCKY

             Do you have the schedule for the shoot, or . . . ?

                                LITTLE BILL

                              Yeah. You're on.

                                   ROCKY

                                Is it here?

                                LITTLE BILL

           Yeah, it's gonna be here, but it's a simple one . . .

CAMERA picks up with the Lady Friend and the Young Stud with the coke . . .
ZOOM after them down a long hallway towards a BEDROOM door. They close the
door in the CAMERA'S FACE.

CUT TO:

42 INT. JACK'S KITCHEN - DAY - THAT MOMENT

Maurice and Buck are talking;

                                  MAURICE

                      Hey, hey, hey, my point is this:

                                    BUCK

                                   What?

                                  MAURICE

                            You know what I say?

                                    BUCK

                                 What-What?

                                  MAURICE

                             Wear What You Dig.

The PHONE RINGS. Maurice picks up the phone.

                                  MAURICE

                                   Hello?

                                   (beat)

                      I'm sorry . . . I can't hear you

                 that well . . . say again . . . ? Maggie?

                                 (to Buck)

                          Is there a Maggie here?

                                    BUCK

                           I don't know a Maggie.

                                  MAURICE

                                (into phone)

              I think you might have the wrong number . . . .

       Your mother? I'm sorry . . . wait . . . just . . . wait . . .

Maurice sets the phone down, looks to Buck.

                                  MAURICE

                        Watch that a minute . . . .

CAMERA follows him as he walks out to the pool area --

                                  MAURICE

                                (calls out)

                          Is there a Maggie here?

No one at the pool area responds so he walks back inside to the phone. Buck
is still watching it closely.

                                  MAURICE

                                (into phone)

                  I'm sorry . . . there's no Maggie here.

                Okay . . . okay . . . no problem . . . Bye.

                                    BUCK

                                What was it?

                                  MAURICE

                      Some kid lookin' for his mother.

CUT TO:

43 INT. BATHROOM/JACK'S HOUSE - THAT MOMENT

Amber is sitting in the bathroom, on the toilet. She reaches to the window,
sets aside the curtains and looks.

AMBER'S POV: Looking out to the pool area. Dirk dives off the board and
does a perfect FLIP in SLOW MOTION.

CUT TO:

44 EXT. JACK'S HOUSE/DRIVEWAY - MOMENTS LATER

CAMERA follows Little Bill. He spots six people in a semi-circle around
something. He walks over -- inside the semi-circle, on the pavement, Little
Bill's Wife is getting fucked by some BIG DUDE.

                                LITTLE BILL

                       . . . the fuck are you doing?

She looks up at him, smiles.

                                 WATCHER #1

                   What does it look like they're doing?

                                LITTLE BILL

                              That's my wife.

                             LITTLE BILL'S WIFE

                               Shut up, Bill.

                                 WATCHER #2

                            Yeah, shut up, Bill.

The other WATCHERS join in telling Little Bill to "Shut up." He walks away
and CAMERA follows him until he's approached by a big man, KURT LONGJOHN
(late 40s). He's the cameraman.

                               KURT LONGJOHN

                                Little Bill.

                                LITTLE BILL

                           Hey. Kurt. What's up?

                               KURT LONGJOHN

                           What's wrong with you?

                                LITTLE BILL

                    Ah . . . my fuckin' wife, man, she's

                  over there . . . she's got some idiot's

                    dick in her, people standing around

                 watching -- it's a fuckin' embarrassment.

                               KURT LONGJOHN

                    Yeah. Yeah. I know. Anyway, listen:

                                LITTLE BILL

                                  -- yeah.

                               KURT LONGJOHN

               For the shoot -- I wanna talk about the look.

           I wanted to see about getting this new zoom lens . . .

                                LITTLE BILL

                                   Right.

                               KURT LONGJOHN

                  I wondered if we'd be able to look into

                  getting some more lights, too, y'know --

                                LITTLE BILL

                       Jack wants a minimal-thing --

                               KURT LONGJOHN

                   Right, well, very often, minimal means

                 a lot more photographically than I think,

            well . . . then I think most people understand . . .

                                LITTLE BILL

                               I understand.

                               KURT LONGJOHN

                    No, no. Hey. I know you understand,

                   I was talking about some other people.

                                LITTLE BILL

                     Well, I think what Jack is talking

                  about is minimal, not really "natural,"

                             but minimal . . .

                               KURT LONGJOHN

                OK . . . fine . . . I was just saying . . .

                                LITTLE BILL

                              I understand --

                               KURT LONGJOHN

                   -- 'cause I'm just trying to give each

                          picture it's own look --

                                LITTLE BILL

                       Can we talk about this later?

                               KURT LONGJOHN

          Oh, yeah . . . you have to go somewhere . . . or . . . ?

                                LITTLE BILL

                     Well, no, yeah . . . I mean . . .

                               KURT LONGJOHN

                  'Cause I was hoping to, y'know, for the

                  shoot tomorrow, we could send Rocky down

                         and he could pick it up --

                                LITTLE BILL

                                   Kurt.

                               KURT LONGJOHN

                 No. Hey. Gotcha. You've gotta go somewhere

                 so -- hey -- what the fuck? It's only the

              photography of the movie we're talkin' about --

Little Bill looks at him. HOLD.

                                LITTLE BILL

                       Are you givin' me shit, Kurt?

                               KURT LONGJOHN

                     NO, NO, HEY. No way, Little Bill.

                                LITTLE BILL

                 My fucking wife has a cock in her ass over

                 in the driveway, alright? I'm sorry if my

                thoughts aren't with the photography of the

                  film we're shooting tomorrow, Kurt, OK?

                               KURT LONGJOHN

                          OK. No big deal. Sorry.

                                LITTLE BILL

                                  Alright?

                               KURT LONGJOHN

                                  Gotcha.

Little Bill leaves. Kurt stands alone a moment. He walks over to the
driveway and watches Little Bill's Wife get fucked.

CUT TO:

45 INT. JACK'S HOUSE/HALLWAY - DAY - LATER

CAMERA follows HAND-HELD behind Jack, the Colonel and his Limo Driver as
they walk quickly down a hallway that leads to a bedroom.

CUT TO:

46 INT. BEDROOM - THAT MOMENT

Jack, the Colonel and Limo Driver BURST into the room --

REVERSE ANGLE: On the floor of the room, the Colonel's LADY FRIEND is lying
naked. She's passed out and she has blood pouring from her nose. The YOUNG
STUD is naked, holding her in his arms. He looks up at the men who just
entered.

                                 YOUNG STUD

                            I think she's sick.

                                  COLONEL

                           What the fuck is this?

                                 YOUNG STUD

                           I didn't do anything.

                                    JACK

                             Is she breathing?

                                 YOUNG STUD

                I don't know. I think she did too much coke?

                                  COLONEL

                       Duh. Do you think so, smarty?

                                LIMO DRIVER

                        She's definitely overdosing.

                                  COLONEL

                       Oh . . . what the fuck . . . .

The four men look at the girl. The Colonel turns to his Limo Driver.

                                  COLONEL

                  Alright: Johnny. You're gonna take care

                    of this for me. You listening here?

                                LIMO DRIVER

                                   Yeah.

                                  COLONEL

                   I want you to pick her up, get her in

                    the car, take her down to St. Joe's.

                                LIMO DRIVER

                                   Okay.

                                  COLONEL

                    Listen, though: You drop her off in

              the front, I don't want this . . . y'understand?

                          I don't need this, here.

                                LIMO DRIVER

                                  Gotcha.

                                  COLONEL

                      Make sure no one sees the limo.

                                LIMO DRIVER

                                  Got it.

                                  COLONEL

                  Young Stud, I want you to help my driver

                      Johnny here get her in the car.

The Young Stud starts to cry hysterically.

                                  COLONEL

                                 (to Jack)

                           What the fuck is this?

                              (to Young Stud)

               Hey . . . hey . . . pal . . . get a grip, man.

                                 YOUNG STUD

             I'm sorry . . . it's just . . . it's just . . . .

                                  COLONEL

                                   What?

                                 YOUNG STUD

                         I . . . I . . . I . . . .

                                  COLONEL

                                Spit it out.

                                 YOUNG STUD

                     This is twice in two days a chick

                             has O.D.'d on me.

                                  COLONEL

                Well maybe that means you oughta think about

                 getting some new shit, what do you think?

                                 YOUNG STUD

                                 Yes, sir.

                                  COLONEL

                 Jesus Christ. Now be a man, deal with the

                     situation and get her in the car.

The Lady Friend starts to go into CONVULSIONS.

                                  COLONEL

                Y'see that, all this fuckin' conversation --

                                 YOUNG STUD

                             Please don't die!

                                LIMO DRIVER

                                C'mon, pal.

The Limo Driver and Young Stud carry her naked, convulsing body to the
Black Limo out front. CAMERA holds with Jack and the Colonel.

                                    JACK

                                Close call.

                                  COLONEL

                                    Yes.

They exit.

CUT TO:

47 EXT. POOL AREA - DAY - THAT MOMENT

CAMERA is with Reed and Dirk. They're sitting in two pool chairs, drinking
their drinks and talking. A nervous young kid in red swimming trunks,
SCOTTY J. (mid-20s) comes over and interjects --

                                 SCOTTY J.

                                 Hey Reed.

                                    REED

                        Hey -- Scotty, how are you?

                                 SCOTTY J.

                              Y'know, y'know.

                                 (re: Dirk)

                                Who's this?

                                    REED

                   Eddie -- meet Scotty J. He's a friend,

                       he works on some of the films.

                                    DIRK

                             Nice to meet you.

                                 SCOTTY J.

                     You too. Are you gonna be working?

                                    DIRK

                                   Maybe.

                                    REED

                                 Probably.

                                 SCOTTY J.

                   That's great. That's great. Where did

                 you meet Jack? 'Cause I work on the films,

                y'know, sometimes, that's why I'm wondering

                            if you, you know --

                                 JACK (OC)

                   EDDIE! EDDIE! Come over here a minute.

Dirk spots Jack calling him and stands, looks to Scotty J.

                                    DIRK

                                 Excuse me.

                                 SCOTTY J.

                                Yeah, okay.

                                    DIRK

                             Nice to meet you.

CAMERA DOLLIES IN A LITTLE ON SCOTTY J.

                                 REED (OC)

                       You wanna take a seat, Scotty?

                                 SCOTTY J.

                   Uh . . . I dunno . . . is it alright?

                                 REED (OC)

                                   Yeah.

                                 SCOTTY J.

                      Thank you. It gets a little hard

               mingling around . . . y'know . . . talking to

                   people and stuff . . . it's sort of --

                That kid Eddie is really good looking, huh?

ANGLE, JACK, THE COLONEL AND DIRK.

Dirk approaches and the Colonel smiles. They shake hands.

                                    JACK

                        This young man is interested

                              in the business.

                                  COLONEL

                     Well, you're in good hands if you

                       get involved with Jack, here.

                                    DIRK

                                  Oh yeah?

                                  COLONEL

                   I can't give you much advice that Jack

                  probably doesn't know, but I can advise,

                  maybe you think about your name . . . ?

                                    DIRK

                         My name . . . yeah . . . ?

                                  COLONEL

                Think about something that makes you happy,

            something that also gives some pizzaz . . . y'know?

                                    DIRK

                                   Right.

                                    JACK

                 The Colonel pays for all our films, Eddie.

                  He's an important parts of the process.

                                    DIRK

                            Well, great. Great.

                                  COLONEL

                  I look forward to seeing you in action.

                   Jack says you've got a great big cock.

                                    DIRK

                   . . . um . . . yeah, I dunno, I guess?

                                  COLONEL

                               Can I see it?

                                    DIRK

                                  Really?

                                  COLONEL

                                  Please.

Dirk unzips his pants. CAMERA on the Colonel. He looks down, then up:

                                  COLONEL

                             Thank you, Eddie.

                                    DIRK

                                No problem.

Dirk exits. The Colonel turns to Jack;

                                  COLONEL

                    Jesus Christ. Jesus Lord in Heaven.

CAMERA picks up with Dirk, who runs for the pool and DIVES IN . . . .

CUT TO:

48 INT. POOL - THAT MOMENT

CAMERA MOVES IN AS DIRK LANDS IN THE WATER, FLOATS TO THE BOTTOM, THEN
PUSHES OFF, TOWARDS THE SURFACE. TIME LAPSE TO NIGHT.

CUT TO:

49 EXT. DRIVEWAY/JACK'S HOUSE - NIGHT (LATER)

The party is coming to a close and people are trying to get in their cars
and get out of the driveway.

CAMERA hangs with Little Bill and his Wife.

                                LITTLE BILL

                  Thanks for fucking up this party for me.

                              I appreciate it.

                             LITTLE BILL'S WIFE

                           Oh Fuck Off. Will You?

                                LITTLE BILL

                               You Fuck Off.

                             LITTLE BILL'S WIFE

                                Yeah, right.

CAMERA MOVES TO FIND: THE YOUNG STUD AND THE LIMO DRIVER.

They're sitting by the limo. The Young Stud is crying.

                                LIMO DRIVER

                      Hey, hey, hey. I mean: How were

                           you supposed to know?

                                 YOUNG STUD

                                 I wasn't.

                                LIMO DRIVER

                  That's right. So what did you do wrong?

                                 YOUNG STUD

                                  Nothing?

                                LIMO DRIVER

                  Nothing is absolutely right, Young Stud.

                                 YOUNG STUD

                          Thank you for your help.

                                LIMO DRIVER

                                No problem.

The Colonel and Jack approach. The Colonel now has ANOTHER YOUNG LADY
FRIEND, picked up from the party.

                                  COLONEL

                             You ready, Johnny?

                                LIMO DRIVER

                                 Yes, sir.

                                  COLONEL

                            How you doin', pal?

                                 YOUNG STUD

                               I'm okay, sir.

                                  COLONEL

                   Don't worry about it. She'll be fine.

                                 YOUNG STUD

              She died in the limo on the way to the hospital.

                                  COLONEL

                            I didn't hear that.

                                 YOUNG STUD

                                   What?

                                  COLONEL

                 You never told me that and what happened,

                        never happened. You got me?

                                 YOUNG STUD

                                 I get you.

                                  COLONEL

                         Now go home. Sleep it off.

The Young Stud exits.

                                    JACK

                        Thanks for coming, Colonel.

                                  COLONEL

                             Great party, Jack.

The Colonel and the new Lady Friend get in the car.

CUT TO:

50 EXT. JACK'S HOUSE/POOL AREA - NIGHT (LATER)

The party is over. Amber and Rollergirl are inside playing cards. Scotty J.
is cleaning up, Dirk and Reed sit in the JACUZZI, looking up at the stars.

                                    REED

                    . . . you wanna hear a poem I wrote?

                                    DIRK

                                   Yeah.

                                    REED

                               Okay. Um . . .

                         "I love you. You love me.

                         Going down the Sugar Tree.

                       We'll go down the Sugar Tree.

                       And See Lots of Bees. Playing.

                       Playing. The bees won't sting.

                            'Cause you love me."

                                    DIRK

                         That's fucking great, man.

Jack approaches in a bath robe, holding a towel.

                                    JACK

                                Howdy-boys.

                                 DIRK/REED

                                 Hey, Jack.

Jack removes his robe and climbs in the Jacuzzi.

                                    JACK

                                Good party?

                                    DIRK

                               It was great.

                                    JACK

                      Good. You had a good time then?

                                    DIRK

                         Excellent time. Thank you.

                                    JACK

                       What this place is for, right?

                                    REED

                                   Right.

                                    JACK

                   Ahhhh . . . this feels good. Bubbles.

                      Turn those bubbles higher, Reed.

                                    DIRK

        Jack . . . I was thinking about my name . . . y'know . . . ?

                                    JACK

                                   Yeah?

                                    DIRK

                   I was wondering if you had any ideas.

                                    JACK

                 I've got a few . . . but you tell me . . .

                                    DIRK

                 Well . . . my idea was . . . y'know . . .

                    I want a name . . . I want it so it

               can cut glass . . . y'know . . . razor sharp.

                                    JACK

                                  Tell me.

                                    DIRK

                When I close my eyes . . . I see this thing,

              a sign . . . I see this name in bright blue neon

                lights with a purple outline. And this name

                 is so bright and so sharp that the sign --

          it just blows up because the name is so powerful . . . .

FLASH ON:

A BRIGHT NEON SIGN IN BLUE LETTERING, WITH A PURPLE OUTLINE:

                                DIRK DIGGLER

                                 DIRK (OC)

                          It says, "Dirk Diggler."

The NEON SIGN FLASHES, BUZZES, THEN BURSTS INTO AN ELECTRIC FLAME.

BACK TO:

51 EXT. JACUZZI - THAT MOMENT

Back to Reed and Jack. They look at Dirk.

                                    JACK

                    Heaven sent you here to this place,

                     Dirk Diggler. You've been blessed.

Dirk smiles. Reed smiles. Jack looks up and closes his eyes.

FADE OUT, CUT TO:

52 INT. JACK'S GARAGE/FILM STUDIO - DAY

. . . . The film crew sets up lights and other equipment around a small
"office" set. The crew consists of: Kurt Longjohn, Director of Photography.
Rocky, Gaffer/Grip. Little Bill, Assistant Director. Scotty J. Is working
as a utility/sound man.

Jack is sipping coffee, conferring with Kurt about lighting.

                                    JACK

                                 How close?

                               KURT LONGJOHN

                    Give me twenty to thirty. I've got a

                    couple tough shadows to deal with --

                                    JACK

                    Okay, but not too long, Kurt, right?

                 Remember, there are shadows in real life.

Little Bill approaches.

                                LITTLE BILL

                          You wanna go over this?

                                    JACK

                            Yeah. Let's . . . .

                                LITTLE BILL

                           (reading from script)

                     Okay. Set up is . . . here we go:

                1.) Amber talking to Becky about auditions.

                 They make the phone call to the agency to

                           send over some actors.

                   2.) Enter Reed to audition for Amber.

                     They go at it. Becky just watches.

                 C.) Becky goes to the bathroom to jack-off

               and is interrupted by Amber. They get into it.

                             E.) Enter Dirk --

                                 (looks up)

                            Who's Dirk Diggler?

                                    JACK

                       The kid, Eddie, from the club.

                                LITTLE BILL

                    Good name. Anyway: 4.) Dirk enters.

                     Meets with Becky. They go at it --

                                    JACK

                I wanna change that -- that should be Amber.

                   Dirk should be auditioning with Amber.

Little Bill makes a note. Jack walks over to Becky, who's sitting in a
chair, shaving her pubic hairs.

                                    JACK

                              Becky, honey --

                                   BECKY

                                   What?

                                    JACK

                     What're you doing? We're shooting

                             in twenty minutes.

                                   BECKY

                           I'm shaving my bush --

                                    JACK

                                    Now?

                                   BECKY

                      It only takes two seconds, Jack.

                                    JACK

                                Fine, fine.

Jack continues to get everyone ready.

                                    JACK

                   Alright everyone, let's go, let's go,

                    we need to shoot this first scene --

                         we need to get one off --

CUT TO:

53 INT. BEDROOM - DAY - LATER

Dirk is sitting on the edge of the bed, dressed up in a brown suit and his
hair is brushed back, parted down the middle. He paces a little, does some
deep breathing, looks over script, etc. Scotty J. enters.

                                 SCOTTY J.

                        Hey. Hi. Dirk. Dirk Diggler.

                                    DIRK

                                    Hi.

                                 SCOTTY J.

                       I'm supposed to come get you.

                        Tell you they're ready, now.

                                    DIRK

                                   Okay.

                                 SCOTTY J.

                           You look really good.

                                    DIRK

                                 Thank you.

                                 SCOTTY J.

                           You look really sexy.

                                    DIRK

                                  Thanks.

                                 SCOTTY J.

                             I like your name.

                                    DIRK

                                  You do.

                                 SCOTTY J.

                             It's really cool.

                                    DIRK

                                  Thanks.

                                 SCOTTY J.

              OK . . . well . . . whenever you're ready . . .

                          I'll see you out there.

Scotty J. exits. Dirk stands, takes a deep breath. CAMERA follows as he
exits the room and walks through the house and into --

54 INT. GARAGE/FILM SET

The crew is ready and waiting. Jack is there to greet him.

                                    JACK

                               Ready, champ?

                                    DIRK

                               Let's do this.

They walk through the scene with Amber.

                                    JACK

                  So we know the scene, we know the thing.

                    You're gonna start outside the set,

                   through that door, I'll call your name

             and action, that'll be your cue . . . come through

                the door, straight to the desk, right here,

                    boom, you and Amber do the scene --

                                    DIRK

                     Do we go straight into having sex?

                                    JACK

                              Is that alright?

                                    DIRK

                    It would be better I think, y'know,

                     so we don't break up the momentum

                              or something --

                                    JACK

                                   Amber?

                                   AMBER

                                   Good.

                                    JACK

                     So we'll just go straight through.

                                    DIRK

                                   Okay.

                               KURT LONGJOHN

                         Are we doing a rehearsal?

                                    JACK

                        Eddie, you want a rehearsal?

                                    DIRK

                     It's okay . . . I can do it . . .

                                    JACK

                                   Great.

                                    DIRK

                                   Jack?

                                    JACK

                                   Yeah?

                                    DIRK

               . . . can you . . . um . . . will you call me

                         Dirk Diggler from now on?

                                    JACK

                         Yes. I'm sorry, yeah, yes.

Jack exits. Amber and Dirk huddle in the corner a moment.

                                   AMBER

                Do you want to practice your lines with me?

                                    DIRK

                                 I know it.

                                   AMBER

                           You look great, honey.

                                    DIRK

                Does he want me to keep going until I come?

                                   AMBER

                Yeah. You just come when you're ready . . .

                                    DIRK

                            Where should I come?

                                   AMBER

                             Where do you want?

                                    DIRK

                           Wherever you tell me.

                                   AMBER

                     Come on my tits if you can, okay?

                       Just pull it out and do it on

                      my stomach and tits if you can.

                                    DIRK

                                   Yeah.

She touches her hand softly to the side of his face. (30fps)

                                   AMBER

                          Are you alright, honey?

                                    DIRK

                 This is great. I'm ready. I wanna do good.

               I wanna do this good . . . let's try and do it

                       really sexy . . . you want to?

                                   AMBER

                                   Okay.

Little Bill takes Dirk and walks him off the set, explaining things one
last time to him . . . CAMERA HOLDS ON DIRK. Little Bill walks away and
he's left standing alone a moment, waiting for his cue behind a closed
door. SILENCE. HOLD.

                                 JACK (OC)

                          and . . . action, Dirk.

CAMERA blends to SLOW MOTION (30fps) and FOLLOWS Dirk through the door and
into the set -- lights flare into CAMERA/DIRK and we focus in on Amber,
seated behind a desk. CAMERA blends back to 24fps.

KURT LONGJOHN'S 16mm CAMERA POV:

Dirk enters. A light shines straight at him. He walks into a two shot with
Amber at the desk. BEAT, THEN:

                                   AMBER

                            Hello. Are you John?

                                    DIRK

                                Yes, ma'am.

                                   AMBER

                  Your agency recommends you very highly.

                                    DIRK

                     I'm a really hard worker. You give

                    me a job and I won't disappoint you.

                                   AMBER

                      What special skills do you have?

                                    DIRK

                 Well, I spent three years in the Marines.

                    I just got back from a tour of duty.

                                   AMBER

                              You're kidding?

                                    DIRK

                    No I'm not. It got really hard being

                        surrounded by guys all day.

                                   AMBER

                  When was the last time you had a woman?

                                    DIRK

                                A long time.

                                   AMBER

                              That's terrible.

                                    DIRK

                  But I'm back now and I'm ready to pursue

                             my acting career.

                                   AMBER

                Well as you may or may not know, this is an

                 important film for me. If it's not a hit,

                 I'm gonna get kicked out of my apartment.

                        My landlord is a real jerk.

                                    DIRK

                                  Really?

                                   AMBER

                     Why don't you take your pants off?

              It's important that I get an idea of your size.

                                    DIRK

                                No problem.

Dirk starts to remove his pants . . . just before they come off we go to:

JACK AND THE REST OF THE CREW

Kurt Longjohn takes his eye away from the viewfinder for a moment. Rocky
frowns slightly. Scotty J. is in shock. Reed and Becky smile.

Amber looks from Dirk's cock to his face.

                                   AMBER

                      I think that you have the part,

                but why don't I make sure of something . . .

16mm CAMERA'S POV:

for the first time, we see Dirk's cock. It hangs about 12 inches. Amber's
hand reaches and grabs hold of it --

                                   AMBER

                           This is a giant cock.

So they go at it . . . taking each other's clothes off and climbing up on
the desk . . . OUR CAMERA is hand held, moving around, looking at the crew
filming and Dick/Amber making love . . . .

They continue for a while. Jack whispers something to Kurt, then walks over
to Dirk and Amber, quietly interrupts;

                                    JACK

                                 Guys . . .

                                    DIRK

                            Is everything cool?

                                    JACK

                     Hang in there, everything's cool,

                      I just wanna change the angle --

                            You're doin' great.

Amber looks to Dirk. They hold still;

                                   AMBER

                        You're doin' so good, Dirk.

                                    DIRK

                             Does it feel good?

Amber smiles. Jack and Kurt have set up a new angle;

                                    JACK

                Okay -- we're back, we're ready -- action --

They continue for a bit, getting faster and a little harder;

CU. DIRK AND AMBER

they're face to face. Following in sotto:

                                   AMBER

                              You're amazing.

                                    DIRK

                           You feel good, Amber.

                                   AMBER

                           Are you ready to come?

                                    DIRK

                                    Yes.

                                   AMBER

                                Come in me.

                                    DIRK

                                   What?

                                   AMBER

                          Don't worry, I'm fixed.

                          I want to come in me --

Amber and Dirk come together. HOLD. They kiss and smile.

                                    JACK

                         CUT! FUCK! YES! YES! YES!

THE CREW APPLAUDS THE PERFORMANCE. Everyone gathers around. Dirk is giving
hand shakes, high fives, etc.

CAMERA PANS over to Little Bill and Jack who step aside a moment. Following
in sotto;

                                    JACK

                              That was great.

                                LITTLE BILL

                      Yes it was. What do you want to

                      do about the come shot? We could

                go to the stock footage -- get a close up --

                                    JACK

                       It's not gonna match, we don't

                      have a cock that big on film --

Dirk hears this and turns to Jack and Little Bill.

                                    DIRK

                                   Jack?

                                    JACK

                                 Yes, Dirk?

                                    DIRK

                 I can do it again if you need a close-up.

Everyone in the room looks at Dirk. HOLD.

MUSIC CUE. CONTINUES OVER CUT AND THE FOLLOWING SCENES:

55 INT. JACK'S LIVING ROOM - NIGHT - LATER Sequence "A"

The entire cast and crew together.

ECU - CHAMPAGNE BOTTLES POP

ECU - ROLLERGIRL'S CAMERA.

she snaps POLAROIDS

ECU - DEVELOPED PICTURES

cast and crew smiling, holding thumbs up. Dirk in the middle.

CUT TO:

56 INT. RESEDA SHOE STORE - DAY

CAMERA TRACKS ALONG a row of shoes. Dirk, Reed and Scotty J. are in the
store, picking some out. Dirk falls in love with a pair of half-boots,
zip-up style --

CUT TO:

57 INT. HOT TRAXX NIGHTCLUB - NIGHT

CAMERA BEGINS ON THE SHOES, DOES A QUICK BOOM UP TO A CU. ON DIRK. He's
dancing with Rollergirl. They talk about his shoes.

QUICK DISSOLVE TO:

OVERHEAD ANGLE, JACK'S TABLE.

Jack is eating Clams on the Half Shell and talking to Amber. The Colonel is
sitting with a NEW LADY FRIEND. CAMERA begins a BOOM DOWN as Scotty J.
enters FRAME and begins talking the Colonel's ear off.

QUICK DISSOLVE TO:

ANGLE, MAURICE

CAMERA follows behind him as he shouts orders to waiters and busboys and
bouncers --

QUICK DISSOLVE TO:

ANGLE, BECKY

She's hanging out near the bathroom with a GIRLFRIEND and flirting with
some YOUNG GENT, who's a body-builder type.

QUICK DISSOLVE TO:

INSIDE THE DJ BOOTH. A couple young girls surround the DJ, who is a BLACK
MIDGET, wearing headphones, dancing and doing coke with the girls. He sets
up another RECORD on the turntable. CAMERA DOLLIES IN QUICK ON THE RECORD,
NEW MUSIC CUE.

CUT TO:

58 INT. MOTEL ROOM FILM SET - ANOTHER DAY

Cast and Crew shooting a new film with a Spanish-theme. Jack watches
Rollergirl and Dirk who are on a WATERBED. They block the scene.

                                    JACK

              What we can do is make it all one thing, right?

               You can go from being on top -- below and then

                  move and shift to the side -- pump away

                         there for a while, then --

Dirk gets on the bed with Rollergirl and tries a move.

                                    DIRK

             If she . . . Rollergirl . . . if you wrap your leg

        around . . . other one . . . your left leg . . . right . . .

                     up around my neck. And over. Good.

                     We can go right into Doggy Style.

                               KURT LONGJOHN

                 Is the movement of the waterbed a problem?

                                    DIRK

                Not at all, Kurt. Matter of fact, I dig it.

CUT TO:

59 OMITTED ** Director's Note: 2nd Unit/TBA

BURN TO:

60 INT. JACK'S HOUSE/KITCHEN - DAY

Jack is reading "Oui." Dirk, Reed and Amber listen.

                                    JACK

                  Jack Horner has found something special

                   in newcomer Dirk Diggler. It's another

             stellar, sexual standout from Horner and Company.

              Diggler delivers a performance worth a thousand

              hard-ons. His presence when dressed is powerful

                            and demanding . . .

CAMERA DOLLIES IN ON THE PAGE, TRACKS ALONG THE WORDS. CAMERA catches
glimpses of the words on the page, ". . . Diggler . . ." ". . . sexual
standout . . ." ". . . supple ass . . ." Continue w/STILL PHOTOGRAPHS from
the film.

SPLIT SCREEN TO:

61 INT. STUDIO CITY HAIR SALON - DAY

CAMERA DOLLIES DOWN THE LINE OF HAIRSTYLISTS. Dirk is getting a fluffy new
hair style. Reed stands nearby and watches;

                                 JACK (VO)

                 . . . when stripped to the bone, Diggler's

                 more eruptive than a volcano on a bad day.

                Amber Waves ripe-cherry lips do a wonderful

                  job of handling Diggler's wide load and

                Reed Rothchild's stiff biceps do a slapping

               good job with Becky Barnett's supple ass . . .

THREE-WAY SPLIT TO:

62 "A CLIP FROM THE FILM, 'SPANISH PANTALONES." (16mm)

This is filmed on the Motel Room Film Set. Reed is wearing speedos and a
sombrero. Becky is naked. He slaps her ass. Dirk is facing CAMERA, Amber is
kneeling down, covering his crotch giving him a blow job. CU. Dirk for the
money shot.

FOUR WAY SPLIT TO:

63 INT. HOT TRAXX NIGHTCLUB - NIGHT

Dirk is disco dancing with Rollergirl and Becky and Reed.

                                 JACK (VO)

              . . . but it's Diggler that remains the standout

               in this film. It's easy to predict, after only

            two films, that's Diggler's suck-cess can only grow

                            and grow and grow --

END FOUR WAY SPLIT, STAYING WITH DIRK DANCING IN THE CLUB. Dirk, Reed,
Rollergirl, Buck, Maurice and Becky begin doing a DANCE NUMBER. (Complete
w/choreographed moves, etc.)

CUT TO:

64 OMITTED

65 INT. JACK'S HOUSE/AMBER'S BEDROOM - NIGHT

Amber is on the phone. Dirk is sitting with her, holding her hand.

                                   AMBER

                      Please let me talk to him, Tom.

                      Please. I just want to say hello

              and that's all -- I'm not. I'm completely sober.

                      I'm not -- Tom -- Tom -- Tom --

Dial tone from the phone, she hangs up --

                                   AMBER

                        I don't know what to do now.

CUT TO:

66 INT. HOT TRAXX NIGHTCLUB/BACKROOM - DAY

Maurice slips a PHOTOGRAPH and a letter into an envelope and seals it up.
The VO is in Spanish, with SUB-TITLES.

                                MAURICE (VO)

                Dear brothers: I'm sending you a picture --

CUT TO:

67 INT. APARTMENT BLDG./PUERTO RICO - DAY

Maurice's two BROTHERS rip open the letter and check out a picture of
Maurice standing next to Rollergirl.

                                MAURICE (VO)

                    -- this is my girlfriend. I had sex

                    with her last night. Isn't she hot?

                    I get chicks like this every night.

CUT TO:

68 OMITTED

69 INT. KARATE STUDIO - DAY

Buck, Dirk and Reed dressed in Karate-gear, are taking lessons. Buck speaks
about the ancient history of Karate.

CUT TO:

70 INT. DEPARTMENT STORE - DAY

CAMERA TRACKS ALONG A ROW OF SUITS. Dirk picks one out, tries it on and
pays for it in cash. CAMERA then PUSHES IN through a series of QUICK
DISSOLVES on SUITS hanging individually on the wall.

CUT TO:

71 OMITTED

72 EXT. DESERT HIGHWAY - DAY

CAMERA moves with Jack's Big Van and Little Bill's Station Wagon that
follows.

CUT TO:

73 INT. JACK'S VAN - MOVING - DAY (music over into radio)

Amber is driving the van, Buck is in the passenger seat trying to figure
out why the radio isn't working and speaking;

                                    BUCK

                       If you were to open a business

                     specializing in, like, Super-Super

                    Hi-Fi Stereo Equipment -- forget it,

                    you're in the money. I mean, there's

                     no limit to the technology that's

                             comin' out now --

                                   AMBER

                                  Really?

                                    BUCK

                               That's a fact.

                                   AMBER

                      So what's wrong with this radio?

                                    BUCK

                 I think it's . . . uh . . . it's a wattage

                problem . . . yeah . . . we've got too many

                 watts per channel going into the front two

                          speaker . . . yeah . . .

IN THE BACK OF THE VAN:

Reed, Dirk and Jack are huddled, speaking intensely;

                                    JACK

                               -- what else?

                                    DIRK

                     That's it for now. I mean: I look

                     at this character Holmes has come

                    up with -- and -- look -- I just --

                                    JACK

                                  Tell me.

                                    DIRK

                I don't like to see women treated that way.

                This guy he plays, "Johnny Wad," it's always

                about slapping some girl around or whatever.

              It's not right, it's not cool and it just . . .

                isn't sexy. It isn't sexy like it should be.

                                    REED

                   We could make it more of a James Bond

                 character. This guy that's world traveled.

                                    JACK

                                I like that.

                                    DIRK

                        Reed could play my partner.

                                    JACK

                             I like this a lot.

                                    DIRK

                    We could make it really good, Jack.

                 Honestly. If you direct it . . . we could

                  make a whole series, with a whole story.

              This is exactly what we've always talked about.

                                    JACK

                           I know it. I know it.

                                    REED

                             We should do this.

                                    JACK

                  Alright. When we get back. We'll set up

                  the typewriter and we'll see what we can

                come up with. I'll talk to the Colonel when

                 we get to Vegas. But Dirk, you gotta work

                             on him too, okay?

                                    DIRK

                               Right, right.

                                    JACK

                -- if we don't put every element into this,

                        it's just not gonna work --

                                    DIRK

                                  Exactly.

                                    JACK

                        Now: What's this guy's name?

                        This character? Do you know?

                                    DIRK

                         His name is Brock Landers.

                                    REED

                   His partner's name is Chest Rockwell.

                                    JACK

                        . . . those are great names.

CUT TO:

74 OMITTED

75 INT. ALADDIN HOTEL/CASINO - BANQUET ROOM - NIGHT

The "2nd ANNUAL ADULT FILM AWARDS." Behind a small PODIUM and in front of a
packed to capacity CROWD of porn filmmakers is --

AMBER. She's about to open an envelope.

                                   AMBER

                     And the award for "Best Newcomer"

             goes to . . . Yes! My baby-boy . . . DIRK DIGGLER!

JUMP CUT TO:

COLONEL JAMES. He's on stage, rips open an envelope.

                               COLONEL JAMES

                      . . . the award for "Best Cock"

             goes to . . . Here We Go Again . . . DIRK DIGGLER.

JUMP CUT TO:

A Porn Actress, JESSIE ST. VINCENT (early 20s). She opens;

                                   JESSIE

              And The Award . . . for Best Actor Goes To . . .

                  I've seen his movies and I can't wait to

                work with him, I can't wait to get that big

                 cock in my mouth, my ass, my pussy or any

           which way he'll give it to me . . . Mr. Dirk Diggler!

The Audience Applauds wildly. Dirk, dressed in a jean outfit, makes his way
to the stage and accepts the award from Jessie. He turns to the crowd.

                                    DIRK

                Wow. I dunno what to say . . . I guess. Wow.

                 I guess the only thing I can say, is that

                 I promise to keep rocking and rolling and

               to keep making better films. It seems we make

         these movies . . . and sometimes . . . they're considered

            filthy or something by some people . . . but I don't

               think that's true. These films we make can be

        better . . . they can help . . . they really can, I mean it.

              We can always do better -- and I'll keep trying

           if you keep trying so let's keep ROCKING AND ROLLING.

AUDIENCE APPLAUDS. Jessie St. Vincent comes over and plants a deep, wet
kiss right in his mouth;

                                   JESSIE

                                You're hot.

Amber, in the audience, sees the kiss and frowns. Dirk raises the award
high above his head and does a karate move --

76 INT. ITALIAN RESTAURANT SET - DAY (16mm) Sequence "B"

TITLE CARD READS: "1978"

. . . Jessie St. Vincent walks across the restaurant to the bar. Kurt
Longjohn and his camera crew track with her. Dirk, in character with his
hair slicked, chewing on a toothpick and smoking a cigarette, wearing a
suit and sunglasses is sitting at the bar. She speaks to the Bartender
(played by Maurice).

                                   JESSIE

                       Shot of Tequila, straight up.

                                  MAURICE

                                Yes, ma'am.

                                   JESSIE

                                 (to Dirk)

                  I've been in this place twenty minutes,

                            just to get a seat.

                                    DIRK

                                 You alone?

                                   JESSIE

                    Yeah. Just visiting L.A. Some people

                 told me the food in here was really good.

                                    DIRK

                   Good. No, it's not good. It's probably

                   the BEST place to eat in Los Angeles.

                              It's excellent.

                                   JESSIE

                    I certainly hope so. I could die of

              starvation before I get something in my mouth --

JUMP CUT TO:

77 INT. BEDROOM SET - NIGHT - SCENE CONTINUED IN CLIP FORM (16mm)

This bedroom set is decorated as Brock Landers pad. Jessie St. Vincent
unzips Dirk's pants . . . (porn music in b.g.)

                                    DIRK

                        You said you were hungry --

                                   JESSIE

                                 Starving.

                                    DIRK

                         Well, go ahead and feast.

She pulls his cock out of his fly, looks at it. CAMERA sees this.

                                   JESSIE

                             Ohhh. It's true --

                                    DIRK

                                   What?

                                   JESSIE

                          You're Brock Landers --

CUT TO:

78 EXT. VARIOUS VALLEY LOCATIONS - DAY - FILM CLIP (16mm)

TITLE SEQUENCE FROM "Brock Landers: Angels Live In My Town." Dirk is
running STRAIGHT TOWARDS CAMERA in a JEAN OUTFIT. He stops, does a KARATE
KICK and turns -- FREEZE FRAME.

TITLE READS: DIRK DIGGLER as BROCK LANDERS

Various other footage of Reed, running down the street, firing a gun and
knocking people down. FREEZE FRAME.

TITLE READS: REED ROTHCHILD as CHEST ROCKWELL

Finally, over a WIDE ANGLE SHOT OF VENTURA BLVD;

                  "BROCK LANDERS: ANGELS LIVE IN MY TOWN"

MATCH CUT TO:

79 INT. JACK'S HOUSE - EDITING ROOM - DAY

CAMERA PULLS BACK and WHIPS around from the Steenbeck image to find; Jack
and Kurt Longjohn, working on the film.

                                    JACK

                  Good, good, it's close. Let's head trim

                  Dirk's spin, lose Reed with the revolver

                and switch the main title card -- it should

                        really fly towards camera --

CUT TO:

80 INT. DIRK'S NEW HOUSE/STUDIO CITY HILLS - DAY

CAMERA (STEADICAM) begins on Reed who's doing a MAGIC TRICK in the living
room for Scotty J. and Becky. Jessie is oil painting.

Dirk and Amber enter FRAME and CAMERA follows them through the house. Dirk
is giving her a tour, explaining what type of leather couches he has, what
sort of history he knows about the wood used to build the house, showing
her a painting on the wall of himself that was done by Jessie St. Vincent,
etc. They move into --

THE KITCHEN

Maurice and Rollergirl are deep in conversation. He's trying to convince
her that she should take a picture with him without her clothes on so he
can send it to his brothers in Puerto Rico.

CAMERA stays foreground with their conversation while Dirk shows Amber the
back deck area of the house --

(Director's Note: Sound covers the four talking simultaneously.)

Rollergirl stops arguing with Maurice;

                                 ROLLERGIRL

                          Fuck it, fine, let's go.

She rips off her bikini top, sets the POLAROID on the counter, hits the
timer, rolls back and poses with Maurice --

CU - DEVELOPED POLAROID

the image is of their waists - the Polaroid framing was too low.

Dirk and Amber come f.g. and CAMERA leads them --

                                    DIRK

                And around this corner is the big surprise.

                     The main thing I wanna show you --

They move down a hallway and into --

THE GARAGE

It's dark for a moment, Dirk hits the garage door and it starts to open . .
. LIGHT POURS INSIDE on their faces --

                                    DIRK

                            Isn't it beautiful?

CAMERA holds CU images of a BRAND NEW 1978 CORVETTE. It's candy apple red
with super trimmed out designs, etc. CAMERA DOLLIES IN ON DIRK.

                                   AMBER

                          You deserve this, baby.

                                    DIRK

                      This is it -- this is the thing.

                      This is the most beautiful thing

                        I've ever seen in my life --

They get in the car and go for a ride.

CUT TO:

81 INT. ITALIAN RESTAURANT SET - NIGHT - FILM CLIP (16mm)

Dirk and Reed, in character look at each other and say;

                                    DIRK

              So we solved the case and the women are safe --

                                    REED

                             Just another day.

                                    DIRK

                               That's right.

                                    REED

                     C'mon, Brock. Let's go out and get

                   some of that Saturday Night Beaver --

They smile. FREEZE FRAME. TITLE CARD READS: Directed by Jack Horner.

MATCH CUT TO:

82 INT. JACK'S HOUSE - EDITING ROOM - DAY

CAMERA PULLS BACK and WHIPS around from the Steenbeck image to find Jack
and Kurt Longjohn;

                                    JACK

                   This is the best work I've ever done.

                               KURT LONGJOHN

                          It's a real film, Jack.

                                    JACK

                               It feels good.

                               KURT LONGJOHN

                              You made it fly.

                                    JACK

               This is the one they'll remember me by, baby.

CUT TO:

83 OMITTED ** Director's Note: 2nd Unit/TBA

QUICK DISSOLVE TO:

84 OMITTED ** Director's Note: 2nd Unit/TBA

QUICK DISSOLVE TO:

85 OMITTED ** Director's Note: 2nd Unit/TBA

BURN WHITE TO:

86 INT. ALADDIN BANQUET ROOM - NIGHT

The "4th ANNUAL ADULT FILM AWARDS." Dirk walks up to the podium to accept
another award.

CAMERA DOLLIES IN ON EACH OF OUR PRINCIPLES SO FAR IN SLOW MOTION: Reed.
Jack. Amber. Little Bill . . . then PAN to his Wife. Kurt Longjohn. Rocky.
Becky. Jessie St. Vincent. Scotty J. Maurice. Buck. Colonel and another new
Lady Friend. Rollergirl. Finally, Dirk. He speaks into the microphone;

                                    DIRK

                                 Thank you.

FREEZE FRAME ON DIRK. End Sequence "B"

WIPE TO:

87 INT. JACK'S HOUSE - NIGHT

CAMERA starts on a huge banner strung across the house. It reads:

                        "Goodbye 70's -- Hello 80's"

CAMERA roams through the party. This is a bigger, better and more insane
party than we have seen so far . . . .

CAMERA hangs with Becky and a tall, heavy-set black guy JEROME.

                                   BECKY

                          . . . right, right . . .

                                   JEROME

              Yeah . . . y'know . . . as far as I'm concerned,

                 it's about love. Y'know? You love someone

                   and how hard can the world be? I mean,

               people will come and go and so will problems,

               and ultimately, if you have love on your side

                 and in your soul, whatsa problem gonna be

               that takes your attention away? Y'understand?

                                   BECKY

                   I do . . . I do. That's really sweet.

                                   JEROME

                             My name's Jerome.

                                   BECKY

                                 I'm Becky.

                                   JEROME

                          Nice to meet 'ya, Becky.

                                   BECKY

                              What do you do?

                                   JEROME

                         I'm in the auto industry.

                                   BECKY

                                  Really?

                                   JEROME

                         Yeah. I'm regional manager

                              for "Pep Boys."

                                   BECKY

                               That's great.

                                   JEROME

                      You've got a nice smile, Becky.

                                   BECKY

                                 Thank you.

CAMERA hangs with Kurt and Rocky who are discussing technology and the
future . . .

CAMERA hangs with Reed, who's doing some Magic Tricks for Jack and
explaining some facts about "the world of illusions."

CAMERA hangs with Dirk and Jessie St. Vincent.

                                   JESSIE

                 Because sometimes I feel like an outsider

               to the whole thing. Y'know . . . I see you and

                 Amber and your relationship and I dunno --

                                    DIRK

                     No, no, Jessie. You shouldn't feel

                             like an outsider.

                                   JESSIE

                  I know my tits aren't as big and I know

                  my pussy isn't as tight as all the other

                  girls in this industry but I still feel

                   like I've got something that works --

                             I can paint, too.

                                    DIRK

                               Yes. Yes. Yes.

                                   JESSIE

                  I dunno. I was just never really secure.

                When I was a kid, I was never really secure

                with myself that much -- I guess that's why

            I try and act like I'm all care-free and everything.

                                    DIRK

                 I know what you mean, sometimes I'm like,

                 "What am I doing?" "What the hell is wrong

                             with me?" Y'know?

                                   JESSIE

                              I know, I know.

                                    DIRK

                        But then . . . I think . . .

                                   JESSIE

                       -- it's just fun. It's great.

                                    DIRK

                    It is. It's the best. I mean, look:

                      I couldn't be happier than where

                   I am today, right now, at this moment.

                                   JESSIE

                     You are so fucking awesome, Dirk.

                                    DIRK

                   Who says you don't have a tight pussy?

                                   JESSIE

                       I don't know. No one, I guess.

CAMERA hangs with Scotty J. and Amber. He re-counts;

                                 SCOTTY J.

                    So I was all, "What's your problem?"

                    And he was all, "Nothing." So I was

             like . . . really . . . y'know . . . I was fuckin'

                     pissed, Amber. So then I was all,

                   like, "What are you gonna do?" Y'know?

                     And he was all, like acting tough,

                 y'know, with his friends around and stuff.

              So I was just all . . . like . . . "Forget it."

                             And I walked away.

Amber's attention moves to Dirk talking with Jessie St. Vincent.

                                   AMBER

                             Excuse me, Scotty.

CUT TO:

88 INT. JACK'S HOUSE/KITCHEN - NIGHT

CAMERA hangs with The Colonel, a NEW LADY FRIEND, who's doing some coke
from a bowl and Maurice, who's begging for a part in a movie. The Colonel's
attention turns across the room;

COLONEL'S POV: A tall man in a white suit, FLOYD GONDOLLI (mid 50s), is
standing with two dirty-looking BOYS and two similar GIRLS.

The Colonel walks over, CAMERA WHIP PANS over to Floyd Gondolli;

                                   FLOYD

                                The Colonel!

                                  COLONEL

                    Floyd Gondolli, great you could make

                  it . . . great . . . great . . . great.

                                   FLOYD

                        How are you? You look happy.

                                  COLONEL

                                 I'm fine.

                                   FLOYD

                         Meet Boys: Tommy and Pete.

                        Meet Girls: Angie and Cyndi.

                           TOMMY/PETE/ANGIE/CYNDI

                                    Hi.

                                  COLONEL

                           Hello. Happy New Year.

                                   FLOYD

                  These are the next stars . . . the real

                            people in the world.

                                  COLONEL

                    I think we should do that talk with

                    Jack now, whadda 'ya say? Maybe iron

             this thing out before we start the new year . . .

                                   FLOYD

                                Let's do it.

Floyd turns to the kid he is with and speaks very slowly to them;

                                   FLOYD

                Tommy-Pete-Angie-Cyndi. Uncle Floyd is gonna

              split for a minute to do a little business talk.

The Colonel and Floyd walk away.

CUT TO:

89 EXT. POOL AREA - NIGHT - THAT MOMENT

Dirk is talking with Jessie St. Vincent. Amber comes over and takes a seat
on Dirk's lap.

                                    DIRK

                                Hey, Amber.

                                   AMBER

                    What are you talking about out here?

                                    DIRK

                                  Nothin'.

                                   AMBER

               Do you wanna come with me for a little while?

                                    DIRK

                                   Where?

                                   AMBER

                      A surprise, surprise, surprise.

                                    DIRK

                                 Let's go.

They excuse themselves from Jessie and walk off into the house. Jessie
looks across the party and sees Buck. CAMERA moves away, towards him --

He's sitting alone, wearing a new-style, Commodores look. A few beats later
-- Jessie enters frame.

                                   JESSIE

                                 Hey, Buck.

                                    BUCK

                         Hey, Jessie, how ya doin'?

                                   JESSIE

                             You sitting alone?

CUT TO:

90 EXT. JACK'S DRIVEWAY - NIGHT - THAT MOMENT

A guy in white jeans, black leather jacket, TODD PARKER (late 20s). He
exits his 280z and flashes smiles at various party people. CAMERA follows
him to the POOL AREA where he sees;

                                    REED

                                Todd Parker.

                                    TODD

                          Rockin' Reed Rothchild.

                                    REED

                               You made it --

                                    TODD

                 Yeah . . . yeah. This is an amazing party.

                         Fuckin' chicks everywhere.

                                    REED

                                  You bet.

                                    TODD

                    I wouldn't mind havin' some of that

                            action over there --

Todd points out a BIKINI PARTY GIRL.

                                    REED

                         Want me to introduce you?

                                    TODD

                       Sure. Introduce her to my lap.

                                    REED

                             You got off work?

                                    TODD

                        I don't dance Sunday nights.

                Who's Corvette is that out in the driveway?

                                    REED

                                It's Dirk's.

                                    TODD

                   That car is jammin' -- Nosed, Racked,

                    Dual Camms, Ten Coats of Hand Gloss,

                      Candy Apple Red Laquer -- WHOA.

CUT TO:

90A EXT. POOL AREA - THAT MOMENT

Buck and Jessie St. Vincent sitting/talking.

                                    BUCK

                       I'm pretty happy with it . . .

                                   JESSIE

                 . . . It's a great look for you, I think.

                                    BUCK

                      It's sort of original, I think.

                                   JESSIE

                                   Right.

                                    BUCK

                     What were we talking about before?

                                   JESSIE

                       Um . . . oil painting . . . ?

                                    BUCK

               No . . . yes, I mean . . . but we were talkin'

                                about . . .

                                   JESSIE

                             Oh! Oh! "Sunsets."

                                    BUCK

         Oh yeah! I was saying: I like sunsets too . . . but . . .

                                   JESSIE

                            Sunrises are better.

                                    BUCK

                                  Exactly.

                                   JESSIE

               I thought I was the only one who thought that.

                                    BUCK

                               I think that.

                                   JESSIE

                     I never thought we'd have so much

                              in common, Buck.

                                    BUCK

                 Yeah, yeah . . . hey, have you ever heard

                            of my stereo system?

                                   JESSIE

                                    No.

                                    BUCK

                     Y'know I'm thinking of opening my

                              own business --

                                   JESSIE

                                  Really?

                                    BUCK

                   It's my dream. Hi-Fi Stereo Equipment

                     at a discount price -- it's called

                        "Buck's Super Stereo World."

                                   JESSIE

                        That's a fucking great idea.

CUT TO:

91 INT. JACK'S OFFICE - MOMENTS LATER

Jack, Floyd Gondolli and the Colonel sitting.

                                   FLOYD

                   . . . so let's talk about the future.

                    So let's talk about what video means

                     to this industry -- and let's talk

                  about how all of us -- not one of us --

                 but all of us will profit. I've been doing

                theater work in San Francisco and San Diego

                   for as long as you've been doing stag

                            and hardcore, Jack.

                                    JACK

                       I know you're history, Floyd.

                                  COLONEL

                       No one's doubting your history

                        or your credentials, Floyd.

                                   FLOYD

                      Then why the resistance? I mean:

                    This industry is going to be turned

                         upside down soon enough --

                                    JACK

                             Then why help it?

                                   FLOYD

                    Why not be prepared? The money comes

                  from the Colonel, the talent comes from

                  you, Jack. I've got a connection to the

                 equipment and the mail order distribution,

                 not to mention those kids I got out there

                    who are hot-fuck-action to the max.

              This is the future. Video tape tells the truth.

                                    JACK

                  I have a stable of actors and actresses.

                     They're professionals. They're not

                    a bunch of fucking amateurs. They're

                   proven box office and they get people

                  in theaters (where films should be seen)

                     and they know how to fuck well --

                                   FLOYD

                       That's right, Jack and by that

                    same token, you're the one with the

                      power here. The video revolution

                  is upon us -- and our role is critical.

                 We have an obligation to use our resources

                     and talent to help make it fly --

                                    JACK

                You come in here, at my party, tell me about

                 this and that -- tell me about the future,

                  tell me about -- video and amateurs and

               all that -- well lemme tell you something now:

                   I will not shoot films on video and no

                   I will not loan out my actors who are

                       under contract to me. Period.

                                   FLOYD

              Wait a minute, Jack. I'm not a complicated man.

                  I like cinema. In particular, I like to

                  see fucking on film. I don't want to win

                 an Oscar and I don't want to re-invent the

               wheel -- I enjoy simple pleasures like butter

                    in my ass and lollipops in my mouth.

               That's me -- call me crazy, call me a pervert,

                  but this is something I enjoy. One other

               small thing I want to do in this life is make

              a dollar and a cent in this business -- I'm not

              trying to hurt you. I'm trying to help you stay

                       one step ahead of the game --

                                    JACK

                   We're repeating ourselves now, Floyd.

                                  COLONEL

               Jack, I think this is about cost and future --

                                    JACK

                  The future is as bright as we make it --

                it shouldn't be sacrificed for a few dollars

                that can be saved shooting on video tape --

                if it looks like shit and sounds like shit,

                           it probably is shit --

                                   FLOYD

              I think you're one gin past this conversation --

                                    JACK

                    No . . . no. I'm crystal clear here.

                                  COLONEL

                    Jack, please understand that this is

                 not an argument . . . this is a fact of --

                                    JACK

                             . . . What . . . ?

                                  COLONEL

                     This is not an argument, but a --

                                    JACK

                            What are you saying?

                                  COLONEL

                      What do you mean, Jack, c'mon --

                                    JACK

                       Are you telling me that you're

                          working with this shit?

                                  COLONEL

                    I think that there is a serious case

                  to be made for the price and the gamble

                on the whole idea of a home video market --

                Jack: Two, three years from now, everyone's

                   gonna be able to walk into their local

               supermarket and buy or rent a videocassette --

                                    JACK

                   True film fans won't watch that shit.

                 It doesn't look good and more importantly

                       it doesn't make sex look sexy.

                                  COLONEL

                    It doesn't have to look good, Jack.

                      Film is just too damn expensive.

                     The theaters are already planning

                      converting to video projectors.

                                    JACK

                           I haven't heard that.

                                   FLOYD

                                 It's true.

                                    JACK

                    We've got ten minutes until the New

                Year and I don't want it to start like this

                  so I'm leaving now. We will or we won't

                continue this conversation some other time.

Jack leaves. Floyd looks to the Colonel. HOLD.

CUT TO:

92 INT. AMBER'S BEDROOM - NIGHT

Dirk and Amber enter. She sits him on the bed.

                                   AMBER

                  I wanted you . . . to just . . . to come

                     in and give me a minute so I could

                       tell you how much I love you.

                     It's gonna be a new year and we're

                      gonna start things and do things

                     and I want you to know how much I

                     really care for you, honey. I care

             for you so much . . . you're my little baby . . .

                                    DIRK

                             Thank you, Amber.

                                   AMBER

                     You're the best thing in the world

                     that's happened to me since my son

             went off . . . and I just . . . I love you, honey.

                                    DIRK

                           I love you too, Amber.

Amber continues to talk as she sets up more lines of coke.

                                   AMBER

               Fucking 1980 . . . y'know? Can you believe it?

                                    DIRK

                  I can't . . . it's like . . . next thing

                   we know . . . it's gonna be 1990, then

                        2000 . . . can you imagine?

                                   AMBER

                 Goodbye to 1979 . . . hello to 1980 . . .

                           (handing him a straw)

              Make sure you snort it back quick and hard . . .

                                    DIRK

                              . . . wh . . . ?

                                   AMBER

                        Really fast, like this . . .

She demonstrates. Dirk hesitates a moment, then leans down and does a line
of coke.

                                    DIRK

                                 It burns.

                                   AMBER

                         It's good, though, right?

                                    DIRK

                     It's in my throat . . . uch . . .

                                   AMBER

               It's the drip . . . the drip's the best part.

                                    DIRK

                            Tastes like aspirin.

                                   AMBER

                     Do one more in the other nostril.

                                    DIRK

                . . . I need a glass of water, I think . . .

                                   AMBER

                         One more, then the water.

Dirk does another line.

                                    DIRK

                        Do I look cool when I do it?

Amber is right there to KISS him very hard on the mouth. HOLD.

CUT TO:

93 INT. JACK'S HALLWAY - THAT MOMENT

Dirk and Amber emerge from the bedroom and walk back to the party . . . .
Amber stops to say hello to some people . . . . Dirk keeps walking . . .
CAMERA follows him outside . . . Scotty J. approaches . . . .

                                 SCOTTY J.

                                 Hey, Dirk.

                                    DIRK

                        Scotty. Hey. What's up, man?

                                 SCOTTY J.

                  . . . fuckin' New Year's, y'know, right?

                                    DIRK

                                   1980.

                                 SCOTTY J.

                       Right. Did you see my new car?

                                    DIRK

                             You got a new car?

                                 SCOTTY J.

                              Yeah. Wanna see?

                                    DIRK

                                   Sure.

CAMERA FOLLOWS them outside, they pass Reed and Todd who are standing near
the BBQ pit --

                                    REED

                    Hey, Dirk, c'mere and meet someone.

                   This is Todd, my pal from the thing --

                                    DIRK

                                How are ya?

                                    TODD

                              We finally meet.

                                    REED

                      Remember I told you about Todd?

                      He works over at the Party Boys

                               Strip Club --

                                    DIRK

                      Oh, cool, cool. You're a dancer?

                                    TODD

                          Yeah, I got some moves.

                                 SCOTTY J.

                        -- Dirk? Are you coming -- ?

                                    DIRK

                            Yeah, okay, Scotty.

                                 (to Todd)

                  I'll see you around. We can talk later.

CAMERA continues with Dirk and Scotty J. Out to the DRIVEWAY. They check
out the USED CANDY-APPLE RED TOYOTA COROLLA.

                                 SCOTTY J.

                                This is it.

                                    DIRK

                                   Cool.

                                 SCOTTY J.

                             Wanna get inside?

                                    DIRK

                           When did you get this?

                                 SCOTTY J.

                                 Yesterday.

                                    DIRK

                       It's great. It's really great.

                                 SCOTTY J.

                     Yeah, you wanna take a ride, or --

                                    DIRK

                       Wait a minute, wait a minute,

          waitaminute . . . fuckin' hell . . . how much time left?

                                 SCOTTY J.

                             Six minutes . . .

                                    DIRK

                Oh, shit! Let's get back inside, come on --

Dirk starts to walk away . . . Scotty watches him go . . . Suddenly: Scotty
CHARGES Dirk from behind and starts to KISS his neck. Dirk stumbles, pushes
him away and turns:

                                 SCOTTY J.

                    I'm sorry, Dirk. Please. I'm sorry.

                                    DIRK

                          . . . why'd you do that?

                                 SCOTTY J.

                        You look at me sometimes --

                                    DIRK

                                  -- What?

                                 SCOTTY J.

                        I wanna know if you like me.

                                    DIRK

                          . . . yeah . . . Scotty.

                                 SCOTTY J.

                              Can I kiss you?

                                    DIRK

                        . . . Scott . . . I don't --

                                 SCOTTY J.

                         -- Can I kiss your mouth?

                           Please. Please let me.

                                    DIRK

                                    No.

                                 SCOTTY J.

                      I'm really sorry. I didn't mean

                       to grab you . . . I didn't --

                                    DIRK

                               It's alright.

                                 SCOTTY J.

                           . . . I'm sorry . . .

                                    DIRK

                            . . . it's alright.

                                 SCOTTY J.

                           Do you wanna kiss me?

                                    DIRK

                                  Scotty.

                                 SCOTTY J.

                       No, no. Forget it. I'm sorry.

                     I'm really sorry, I'm just drunk.

                          I'm outta my head, okay?

                                    DIRK

                               . . . yeah --

                                 SCOTTY J.

                  I'm just crazy, you know? Crazy. Right?

                       I'm so wasted, drunk, drunk --

                                    DIRK

                         You wanna go back inside?

                                 SCOTTY J.

                         Do you like my car, Dirk?

                                    DIRK

                          What . . . ? Yeah. Yeah.

                                 SCOTTY J.

                    I wanted to make sure you thought it

                 was cool or else I was gonna take it back.

                                    DIRK

                                    Oh.

PAUSE. Dirk hesitates . . . then turns and walks back into the house.

                                 SCOTTY J.

                                (to himself)

                             I love you, Dirk.

CUT TO:

94 INT. JACK'S HOUSE - NIGHT - MOMENTS LATER

Jack calls out to the crowd of Party People.

                                    JACK

                  WE GOT TWO MINUTES, PEOPLE! TWO MINUTES!

CUT TO:

95 INT. HALLWAY - THAT MOMENT

CAMERA follows Little Bill as he walks the hallway to a closed bathroom
door. He opens it.

OVER LITTLE BILL'S SHOULDER, INSIDE THE BATHROOM

Little Bill's WIFE is getting FUCKED DOGGY STYLE by yet ANOTHER YOUNG STUD.
She looks at him.

                             LITTLE BILL'S WIFE

                  You should be taking notes, Little Bill.

                             ANOTHER YOUNG STUD

                         This is a fresh cunt, pal.

Little Bill stands a moment, then closes the door. CAMERA LEADS him as he
walks back through the party . . . outside to the pool area and into the
driveway for his Station Wagon.

He takes the keys from his pocket, unlocks the passenger side door, reaches
into the glove compartment and takes out a .38 REVOLVER and AMMUNITION.

CAMERA FOLLOWS him now as he heads back across the driveway, back through
the pool area, loading the gun as he walks . . .

People begin counting off to the New Year --

                                PARTY PEOPLE

                      10 . . . 9 . . . 8 . . . 7 . . .

Little Bill walks into the house, down the hallway --

                                PARTY PEOPLE

           . . . 6 . . . 5 . . . 4 . . . 3 . . . 2 . . . 1 . . .

Little Bill arrives at the Bathroom door and SMASHES IT OPEN: His Wife and
the Young Stud are still fucking . . .

                             PARTY PEOPLE (OC)

                           . . . HAPPY NEW YEAR!

Little Bill FIRES THE REVOLVER INTO HIS WIFE'S NAKED STOMACH. He FIRES THE
GUN AGAIN, STRIKING THE YOUNG STUD IN THE HEART.

THEY BOTH COLLAPSE AND FALL TO THE FLOOR OF THE BATHROOM. BLOOD SPLATTERS
LITTLE BILL . . . .

. . . EVERYONE IN THE PARTY JUMPS AT THE SOUND OF THE GUNSHOTS . . .

. . . LITTLE BILL FIRES ANOTHER SHOT INTO HIS WIFE . . .

. . . BLOOD AND SMOKE FILL THE BATHROOM . . .

. . . LITTLE BILL TURNS AROUND, FACES THE PARTY PEOPLE AND SHOVES THE
REVOLVER IN HIS MOUTH AND PULLS THE TRIGGER . . .

BLOOD AND BRAINS SHOOT OUT THE BACK OF HIS SKULL AND HE COLLAPSES, FALLING
OUT OF FRAME.

TITLE CARD READS:

                                   "80s"

FADE OUT.

OVER BLACK, WE HEAR THE VOICE:

                                 AMBER (OC)

                      . . . what about your character,

                   "Brock Landers," and what some people

              might consider violent attitudes towards women?

CUT TO:

Sequence "C"

96 INT. DIRK'S HOUSE/BALCONY - DAY - DOCUMENTARY FOOTAGE (16mm)

Dirk is doing an interview. He's unshaven, thin and sweating, wearing
sunglasses. He speaking quickly to Amber OC. (1982)

                                    DIRK

               violence . . . ? No, what? I mean, if there's

                 something in this series of movies that's

               like action or violence or whatever -- that's

                the movie. Y'know? Look: I'm not saying that

             these movies are for the whole family, but they've

               gotalotta action and sometimes the characters

                 are women who are -- say -- spies or drug

                 smugglers or working for some organization

                that my character is trying to . . . defeat.

                We've made twenty of these films in the past

         um . . . um . . . five years, since 77 . . . and this kind

                 of talk has only come up in the past year

           or so . . . I mean: What's the problem? So -- y'know.

CUT TO:

97 INT. BROCK LANDERS BEDROOM SET - NIGHT - 16mm FILM CLIP

Dirk is in his underwear, asleep in bed. An actress named KC SUNSHINE plays
in the scene with him as an Indian woman, wrapped in a sheet. She enters,
holding a knife, coming towards Dirk . .

                                 AMBER (VO)

               If Brock Landers is slick with a gun, he does

                   so only in the vein of good and right.

              Brock protects the values of the American ideal

                  and fights for causes that instill pride

              in a society where morals are hard to come by --

Dirk wakes in the scene, struggles with KC Sunshine, knocks the knife from
her hand and pins her down. The scene plays;

                                    DIRK

                               WHO SENT YOU?

                                KC SUNSHINE

                       GET THE FUCK OFF ME, ASSHOLE.

                                    DIRK

               LAY STILL, I'LL PUNCH YOU IN THE GODDAMN FACE.

                                KC SUNSHINE

                                 FUCK OFF.

Dirk SMACKS her then starts to KISS her breasts softly.

CUT TO:

98 INT. ALLEY WAY - NIGHT - 16mm FILM CLIP

In the scene, Dirk has Becky (playing a PROSTITUTE) up against a wall. He's
right in her face, holding his fist up . . . The scene:

                                    DIRK

                         I'm onna ask once more and

                   I'm onna ask you nice . . . WHERE THE

                         FUCK IS RINGO, YOU BITCH?

                                   BECKY

                                 Fuck you.

Dirk SLAPS her across the face.

                                   BECKY

                    Ohhh . . . do it again, mayble I'll

                        get my pussy wet next time.

BUCK arrives playing a PIMP and aims a REVOLVER at Dirk.

                                    BUCK

               HEY CRACKERJACK, WATCHYOU DOIN' WIT MY WOMAN?

Just then: REED appears with a GUN aimed at Buck.

                                    REED

                      Make another move, motherfucker

                     and give me a good goddamn reason

                             to blow you away!

99 OMITTED

100 OMITTED

101 OMITTED

102 OMITTED ** Director's Note: Rollergirl's Interview/TBA

103 OMITTED ** Director's Note: Jessie's Interview/TBA

104 OMITTED

105 INT. JACK'S HOUSE/EDITING ROOM - DAY - DOCU FOOTAGE

Jack and Dirk are sitting behind a Moviola for the interview with Amber.
Dirk speaks very quickly . . .

                                    DIRK

                BLOCK . . . uh . . . an idea or a movement.

                  Jack will put the final touches on what

                 the camera needs for editing -- but, uh --

                  He allows me to block my own sex scenes.

              . . . and . . . he gives me flexibility to work

                with the character and develop, y'know . . .

                    I don't know of any other directors

                 that would let an actor -- uh -- do that.

                                    JACK

                 I don't let you block your own sex scenes.

Jack and Amber laugh. Dirk laughs a little less.

CUT TO:

106 EXT. VENTURA BLVD. - DUSK - DOCU. FOOTAGE

Footage of Dirk walking along the street as the sun goes down. Amber
narrates.

                                 AMBER (OC)

                 For Dirk Diggler, the future is something

                to look forward to, not to fear . . . He is

                a creative man of many interests . . . film,

             poetry, karate, music and dance . . . he is a man

             of passion and mystery . . . He Is A Man Of Lust.

FADE OUT, CUT TO:

End Sequence "C".

107 INT. JACK'S HOUSE/EDITING ROOM - NIGHT (May 82)

Dirk and Amber, sitting in front of the Steenbeck. She flips it off and
looks to him;

                                   AMBER

                            It's my poem to you.

                                    DIRK

                     It's great. It's so great, Amber.

                        You're a director now. Shit.

                           Have you showed Jack?

                                   AMBER

                   Just you. I wanted to show you first.

                                    DIRK

                       It's so fuckin' good. Really.

                                   (beat)

                    Maybe you might want to think about

                   cutting that part when Jack says that

                          thing about -- y'know --

                                   AMBER

                            Blocking the sex --

                                    DIRK

                                  -- yeah.

CUT TO:

108 INT. JACK'S HOUSE - NIGHT - MOMENTS LATER

Dirk and Amber walk out and into the living room, CAMERA SWINGS 180 OVER
TO: Jack and Reed, sitting at the kitchen counter;

                                    JACK

                                How was it?

At that moment the PHONE RINGS, CAMERA WHIPS OVER to the phone. It rings
again. Jack picks it up. DOLLY/ZOOM IN QUICK.

                                    JACK

                     Hello? Colonel? Wait, wait, wait.

                      Yes. Calm down. Calm down. Okay.

                       Right Now -- Yes -- Right Now.

He slams the phone down.

CUT TO:

109 INT. POLICE STATION - HOLDING AREA - NIGHT

The Colonel is sitting in handcuffs, crying his eyes out. Jack sits across
from him, speaking through the glass.

                                  COLONEL

             . . . she was fifteen . . . fifteen . . . I didn't

                   know . . . Jack, you gotta believe me.

                                    JACK

                               I believe you.

                                  COLONEL

                 I told her not to do so much coke, but she

                wouldn't listen, she just kept doing it and

                doing it like she was a vacuum. Like she had

                 a vacuum in her nose or something . . . .

               . . . next thing I know . . . she's got blood

          coming from her nose and . . . jesus . . . her, jesus --

                                    JACK

                                   What?

                                  COLONEL

                      It was coming out her ass, Jack.

                                    JACK

                   Okay. It's gonna be okay. Just relax.

                  The bail is a hundred thousand dollars.

                     I don't have that kind of cash --

                                  COLONEL

                      -- I don't have any money left.

                                    JACK

                         What do you mean? Nothing?

The Colonel shakes his head a little, doesn't answer.

                                    JACK

                         Well . . . what . . . how?

                                  COLONEL

                        I spent it . . . I spent it.

                                    JACK

                      The films . . . or . . . I mean?

                                  COLONEL

                    I spent it, alright? This shit gets

                   expensive. Between you shooting film,

                      the coke, the limos, the houses.

                       It goes, alright? I spent it.

                                    JACK

                        Alright, okay. Don't worry.

                                  COLONEL

                      I can't have this happen to me.

                           I'm a good man, right?

                                    JACK

                                Yes you are.

                                  COLONEL

                   I didn't know -- I didn't know she was

                gonna die right there with me or I wouldn't

                            have picked her up.

                                    JACK

                Right. You know; you've done nothing wrong.

                 I mean, look; You were just there, right?

           You didn't . . . I mean . . . you didn't do anything.

                                  COLONEL

                  They found something in my house, Jack.

                                    JACK

                                   What?

                                  COLONEL

                           . . . something . . .

                                    JACK

               . . . what are you saying? What did they find?

                                  COLONEL

                   . . . it's my fuckin' weakness, Jack.

                They're . . . so small and cute I can't help

               myself, Jack. I can't help it when they're so

              small and cute. I just want to watch, I don't do

            anything, Jack. I've never touched one of them . . .

                                    JACK

                           Jesus Christ, Colonel.

                                  COLONEL

                  You look at me like I'm an asshole, now.

                                    JACK

                       . . . I . . . I don't . . . ?

                                  COLONEL

                     I'm going to jail for a long time.

                                    JACK

                    -- it's okay, Colonel. It's gonna be

                  fine in the end . . . . I promise . . .

                                  COLONEL

                           Are you promising me?

Jack doesn't answer.

                                  COLONEL

               Take it back, Jack. Don't promise me anything.

              You can't help me. I'm done. I'm going to jail.

        I've done wrong and I'm going to jail for a long, long time.

They hold a look for a moment. A few OFFICERS come and start to escort the
Colonel away. He leans in, speaks sotto;

                                  COLONEL

                   Listen to me, Jack: And I'm gonna tell

                    you this for you. Am I your friend?

                                    JACK

                                   What?

                                  COLONEL

                        Answer me, am I your friend?

                                    JACK

                                    Yes.

                                  COLONEL

                    So remember that I'm your friend and

               listen to what I tell you now: Give in, Jack.

               You've gotta give. For you, for your business

                 and your livelihood -- accept the future.

                   Don't fight it, because you can't win.

               Look for the new blood, go to Floyd Gondolli,

                  go to video, give up your battle -- the

                         filmmaking is over, Jack.

The Officers take him away. Jack watches him leave. DOLLY IN CLOSE ON JACK.

CUT TO:

110 INT. JACK'S HOUSE/OFFICE - DAY

CAMERA HOLDS A LOW ANGLE, LOOKING UP AT JACK, KURT and ROCKY. They look
into CAMERA. HOLD.

                                    JACK

                             Well there we go.

                               KURT LONGJOHN

                                   Yeah.

                                   ROCKY

                      Lot of stuff on there to learn.

                                    JACK

                                 That's it.

                               KURT LONGJOHN

                            No turning back now.

                                    JACK

                                The future.

                               KURT LONGJOHN

                               That's right.

                                   ROCKY

                           The quality is, uh --

                                    JACK

                        It's not what we're used to.

                               KURT LONGJOHN

                       We can make it work, I think.

                                   ROCKY

                         It's . . . potential . . .

                               KURT LONGJOHN

                                    Yes.

                                    JACK

                         You can't beat the price.

                               KURT LONGJOHN

                               No you can't.

                                    JACK

                    This is the future and we can't deny

               it anymore because the past is too expensive.

                               KURT LONGJOHN

                                I'm scared.

                                   ROCKY

                                  Me too.

                                    JACK

                          It's gonna make us rich.

                               KURT LONGJOHN

                                    Yep.

                                   ROCKY

                   It's a rather pretty thing, isn't it?

REVERSE ANGLE: A new VIDEO CAMERA is sitting on the table in front of them.
This is the thing they've been discussing.

                               KURT LONGJOHN

                   We can still tell good stories, Jack.

                                    JACK

                   No. It's about jacking off now, Kurt.

                     No more stories . . . that's over.

CUT TO:

111 INT. HOT TRAXX NIGHTCLUB - NIGHT (Dec. 82)

BECKY looks into CAMERA;

                                   BECKY

                                   I do.

JEROME looks into CAMERA;

                                   JEROME

                                 I do too.

CU - BLACK AND WHITE SNAPSHOT

Becky and Jerome kissing. Jack as Best Man. Amber as Bridesmaid.

CAMERA on the dance floor; Becky, dressed in a WHITE BRIDAL DRESS and
Jerome, dressed in a TUXEDO. Reed is dancing with them.

                                   BECKY

                     They made Jerome regional manager

                  of the new "Pep Boys," they're building

                  in Bakersfield. We're gonna move there.

                                Buy a house.

                                    REED

                    That's great, guys. That's so great.

                                   JEROME

                  It's gonna be a great opportunity to run

                  the store my way. Y'know. Get those guys

                   off my back and run the store my way.

CAMERA picks up and follows Dirk who walks over to Jack's table --

ANGLE, JACK'S TABLE

Jack is sitting with a handsome young kid, JOHNNY DOE (aged 18.) Dirk
arrives;

                                    JACK

                  . . . and it's tough is what I'm saying.

                                 JOHNNY DOE

                                   Right.

                                    JACK

                   Hey, Dirk -- here you are. You havin'

                                a good time?

                                    DIRK

                                  Uh-huh.

                              (re: Johnny Doe)

                                Who's this?

                                 JOHNNY DOE

                    Hi . . . I'm Johnny Doe. You're Dirk

                     Diggler -- it's great to meet you.

                                    JACK

                 Dirk, meet Johnny Doe . . . New Kid On The

                  Block. He's interested in the business.

Dirk nods his head, picks up his sunglasses from the table and walks off
across the dance floor. Jack turns back to Johnny Doe;

                                    JACK

                 He's pretty tired, Johnny. He's also shy.

                  Anyway: What I'm saying to you is this:

                It costs money, you got ten, fifteen people

                  standing around, and that's just to make

                       sure the lighting is right --

Jack continues chatting with Johnny Doe, he looks away for a moment.

JACK'S POV: Dirk meets up with Todd Parker and they walk out the door.
(40fps)

Jack turns back to Johnny Doe. Continue a bit with party stuff/etc. Jack
has his dance w/Becky.

CUT TO:

112 EXT. JACK'S POOL AREA - DAY (Jan. 83)

CAMERA begins with Kurt and Rocky standing nearby the VIDEO CAMERA. Reed is
watching them try and figure it out.

Jack is waiting patiently, working on a crossword puzzle. Johnny Doe is
swimming in the pool.

Rollergirl moves past and CAMERA follows her into --

CUT TO:

113 INT. JACK'S HOUSE - DAY - THAT MOMENT

Dirk is dressed in Speedos and a headband for the scene and laying out some
coke on the table. Rollergirl arrives, she does some. The television in the
b.g. is tuned to MTV which is playing "Video Killed the Radio Star."

                                 ROLLERGIRL

                             This stuff burns.

                                    DIRK

                               It's crystal.

                                 ROLLERGIRL

                      That's why. Shit, why didn't you

                tell me -- you don't need to do that much --

                  You only have to do bumps with crystal.

                                    DIRK

                  Yeah, well . . . mind your own business

                       or get your own or whatever --

                                 ROLLERGIRL

                    You don't have to be mean about it.

Rollergirl skates off. Dirk looks out the window, sees Johnny Doe swimming.
Amber is speaking to him. CAMERA DOLLIES IN A LITTLE (30fps) ON DIRK.

CUT TO:

114 INT. BEDROOM - THAT MOMENT

Maurice is sitting on the edge of the bed, shaking and sweating. Rollergirl
enters and moves to a closet.

                                  MAURICE

                      Hey . . . Rollergirl . . . hey.

                                 ROLLERGIRL

                               What's wrong?

                                  MAURICE

                                   Where?

                                 ROLLERGIRL

                                 With you?

                                  MAURICE

                           Me? -- Nothing -- Why?

                                 ROLLERGIRL

                           You look like a wreck.

                                  MAURICE

                      Shit no, I'm cool as a cucumber.

Rollergirl takes off her clothes and gets into her BIKINI.

                                 ROLLERGIRL

                   It's your big day -- bein' in a movie.

                                  MAURICE

                                   Yeah.

                                 ROLLERGIRL

                          What you always wanted.

                                  MAURICE

                       I'm very thankful to Jack for

                           giving me the chance.

BEAT.

                                  MAURICE

                                Rollergirl?

                                 ROLLERGIRL

                                   What?

                                  MAURICE

                          My dick is really small.

                                 ROLLERGIRL

                                   What?

                                  MAURICE

                         My dick . . . it's small.

                                 ROLLERGIRL

                                 How small?

                                  MAURICE

                               Really small.

                                 ROLLERGIRL

                          Well . . . uh . . . so?

                                  MAURICE

                            So I can't do this.

                                 ROLLERGIRL

                            Can you get a boner?

                                  MAURICE

                             I don't think so.

                                 ROLLERGIRL

                                 Well . . .

                                  MAURICE

                          Please. Can you help me?

                                 ROLLERGIRL

                                    How?

                                  MAURICE

                                  I dunno.

                                 ROLLERGIRL

                        If you've got a small dick,

                 there's really nothing I can do, Maurice.

                                  MAURICE

                       . . . right . . . right . . .

                                 ROLLERGIRL

                            Just go for it, man.

                                  MAURICE

                             What do you mean?

                                 ROLLERGIRL

                Just go for it . . . who cares if you've got

                 a small dick. It's how you use it, right?

                You can get a boner, I bet. I know you can.

                                  MAURICE

                                  I guess.

                                 ROLLERGIRL

                             Be a man about it.

                                  MAURICE

                 Right. Right. I have to be a man about it.

             I have to do this . . . I have to show my brothers

               in Puerto Rico the lifestyle that I'm living.

                       I can do it . . . I can do it.

                                 ROLLERGIRL

                              You'll do fine.

                                  MAURICE

                                   Right.

                                 ROLLERGIRL

                                   C'mon.

                                  MAURICE

              No . . . no . . . I wanna stay here for a bit --

                                 ROLLERGIRL

                       Okay . . . I'll be out there.

She exits. HOLD with Maurice a moment.

CUT TO:

115 OMITTED

116 INT. BATHROOM - DAY - THAT MOMENT

Dirk enters, closes the door, looks in the mirror;

                                    DIRK

             . . . yeah, yeah, yeah . . . You look good, ready.

Dirk does some quick KARATE moves, then turns his BACK TO THE CAMERA. He
unzips his pants, looks down at his cock. His body starts to move a little,
slowly at first then faster as he tries to masturbate.

                                    DIRK

              C'mon . . . c'mon . . . c'mon . . . I'm a star.

                   I'm a star, I'm a rock and roll star.

                         And My Cock Can Get Hard.

              C'mon . . . c'mon . . . c'mon . . . I'm a star.

                    I'm a star, I'm a star, I'm a star.

The DOOR to the Bathroom is SUDDENLY OPENED by Scotty J. who catches Dirk
in the mirror with his pants down, speaking to himself;

                                    DIRK

                            -- what the fuck --

Scotty exits quickly. Dirk pulls up his pants and exits --

CUT TO:

117 EXT. JACK'S HOUSE/POOL AREA - DAY - MOMENTS LATER

Jack is still sitting in the same spot. Johnny Doe is drying off. Dirk
comes charging out --

                                    DIRK

                            I'm ready to shoot.

                                    JACK

                          We need twenty minutes.

                                    DIRK

                   No. I'm ready now. It's gotta be now.

                                    JACK

                              Twenty minutes.

                                    DIRK

                        Fuck it. Hey, no, hey, Jack.

                 I'm ready now . . . my cock is ready now.

                   I'm ready to fuck . . . let's go now.

                                    JACK

                   Yeah, well . . . NO. Get me. You wanna

                        start something here, Dirk?

                                    DIRK

              I wanna start fucking . . . who is it gonna be?

                                    JACK

                                   What?

                                    DIRK

                    Who do you want to fuck, me or him?

Dirk points at Johnny Doe.

                                 JOHNNY DOE

                               Me . . . what?

                                    DIRK

                                  Shut up.

                                 JOHNNY DOE

                        I didn't do anything to you.

                                    DIRK

                    You're not an actor, man. You got no

               business being here -- you're not an actor --

                                 JOHNNY DOE

                                 Yes I am.

                                    DIRK

                  No: I'm an actor, man. I'm a real actor.

                                 JOHNNY DOE

                                  Shut up.

Dirk MAKES A QUICK KARATE-TYPE MOVE TOWARDS JOHNNY DOE, WHO FLINCHES, BUT
QUICKLY GETS INTO A KARATE STANCE OF HIS OWN.

                                 JOHNNY DOE

                              HEY, MAN, DON'T.

                                    DIRK

                             SHUT UP. SHUT UP.

                                    JACK

                       Dirk, you need to settle down.

                        Go inside, have a drink and

                   mellow this off . . . you understand?

                                    DIRK

                            I'm ready to shoot.

                                    JACK

                               Well I'm not.

                                    DIRK

                    I'm not gonna tell you again, Jack:

                                    JACK

                             -- Get outta here.

                                    DIRK

                             . . . What . . . ?

                                    JACK

                    Get off my set, get outta my house.

                                    DIRK

                           . . . you . . . what?

                                    JACK

                                   Leave.

                                    DIRK

                                    No.

                                    JACK

                        You don't want to do this --

                         the state you're in, Dirk.

                                    DIRK

                       Whatta you mean, state? State?

                     State of California? Yeah, I'm in

                          the state of California.

                                    JACK

                               Jesus Christ.

                                    DIRK

                      What are you, Jack, Jack, hey --

                                    JACK

                 You're high and you need to sleep it off.

                        You've been up for two days.

                                    DIRK

                      I haven't been up for two days.

                                    JACK

                     Whatever. You're high and you need

                     to come down. Sleep it off, Dirk.

                                    DIRK

                        YOU DON'T TELL ME ANYTHING.

                                    JACK

                          Get the fuck outta here.

                                    DIRK

                         YOU'RE NOT THE BOSS OF ME.

                                    JACK

                                 Yes I am.

                                    DIRK

                           ARE YOU THE KING? HUH?

                                    JACK

                      Jesus Christ. MOVE. GET OUT. GO.

Jack starts to prod Dirk a little with a slight PUSH.

                                    DIRK

                      DON'T YOU FUCKIN TOUCH ME, MAN.

Jack SLAPS Dirk across the face. HOLD. Dirk is shocked. Everyone has
stopped what they're doing by now and is watching nervously. Amber comes
over.

                                   AMBER

                 Dirk, honey, why don't we go for a walk --

                                    DIRK

                  YOU SHUT UP, TOO. YOU'RE NOT THE MOTHER

                  OF ME OR MY BOSS. YOU'RE NOT MY MOTHER.

                                   AMBER

                            Dirk, please, honey.

                                    JACK

                                  Reed --

Reed comes over to the fight.

                                    JACK

                  Take him home, Reed. I don't need this.

                                    DIRK

                      No. No. I wanna shoot the scene.

                  I'm ready to shoot the scene. I'm fine.

                                    JACK

                           I don't want you here.

                                    DIRK

                    Look . . . it's over . . . alright.

                   I'm done . . . now I'm ready to shoot.

                    I'm calm, my cock is cool and ready.

                                    REED

                        Why don't we go home, Dirk?

                                    DIRK

                     I'm the one with the cock, I'm the

               one with the big fucking cock, so let's go --

                                    JACK

                        You listen to me now, kid --

                                    DIRK

                   DON'T CALL ME A KID. I'LL FUCK YOU UP.

                 YOU WANNA SEE ME KICK SOME ASS? YOU WANNA

                   FUCK WITH ME, I KNOW KARATE. SO C'MON.

                                    REED

                       Dirk, let's be cool, let's --

                                    DIRK

                    I'm the biggest star here -- THAT'S

                      THE WAY IT IS: I WANNA FUCK. AND

                 IT'S MY BIG DICK, SO EVERYBODY GET READY.

                                    JACK

                                Not anymore.

                                    DIRK

                         WHAT? What "not anymore"?

                                    JACK

                                 Your dick.

                                    DIRK

                            WHAT, WHAT? SAY IT.

                                    JACK

                I've seen you push thirteen inches, you'd be

            lucky if you could manage six today -- all the coke

                 you got in you. You're not ready to fuck,

                  your dick's not getting hard today, kid.

                                    DIRK

                  DON'T YOU TALK ABOUT ME LIKE THAT, JACK.

                                    JACK

                        Alright: You're fired. Okay?

                       You understand? You're fired.

                          Get outta here now. NOW.

                                    DIRK

                     WHAT? WHAT IS THAT? WHAT IS THAT?

                                    JACK

                     Just leave, Dirk. Leave RIGHT NOW.

                                    DIRK

                      My cock is READY. YOU WANNA SEE?

                  HUH? YOU WANNA SEE MY BIG FUCKIN' COCK?

Suddenly, blood begins to pour violently from his nose. He cups his hand
over his nose, hides his embarrassment;

                                    DIRK

                      FUCK THIS, FUCK THIS, FUCK YOU.

                   FUCK ALL OF YOU. YOU'RE NOT MY BOSSES.

                         NO ONE IS THE KING OF ME.

Dirk runs away, gets behind the wheel of his Corvette and tears off,
bleeding all the way --

Reed, Jack, Amber, Scotty, Johnny Doe and the rest of the crew watch him
go.

FADE OUT.

118 OMITTED

CUT TO:

119 INT. RECORDING STUDIO - DAY (Mar. 83) Sequence "D"

Dirk stands in front of a microphone wearing headphones. The ENGINEER in
the booth speaks;

                                  ENGINEER

                        Okay . . . Dirk, you ready?

                                    DIRK

                           I was born ready, man.

                                  ENGINEER

                     Okay . . . Dirk Diggler Demo Tape,

                   "You Got The Touch," take seven . . .

The BAND kicks in and Dirk begins to sing his song. It's a cross between
Kenny Loggins/Survivor and any "Rocky" anthem.

                                    DIRK

                 YOU GOT THE TOUCH . . . YOU GOT THE POWER.

                 YEEEEAAAHHHH. AFTER ALL IS SAID AND DONE,

              YOU NEVER WALK, YOU NEVER RUN, YOU'RE A WINNER.

CUT TO:

120 INT. RECORDING BOOTH - LATER

Dirk, Reed and the Engineer are mixing. The song PLAYS.

                                    DIRK

                  Is the bass taking away from the vocals?

                                  ENGINEER

             Well . . . a little . . . but not really too much.

                                    DIRK

                  Let's take down the bass and let's take

                               up the vocals.

CUT TO:

121 INT. RECORDING STUDIO - LATER

Dirk is singing. Reed is playing guitar on a BALLAD called, "FEEL THE
HEAT." CAMERA DOLLIES IN ON THEM.

                                    DIRK

               THE HEAT WILL ROCK YOU, THE HEAT WILL ROLL YOU

                            BABY DON'T YOU KNOW

                     MY HEAT WILL MOVE YOU IN YOUR SOUL

                            C'MON, C'MON, C'MON

                      LOVE ME TODAY, LOVE ME TOMORROW

                    ALL DAY, ALL NIGHT, YOU FEEL MY BEAT

                                 REED/DIRK

                      FEEL, FEEL, FEEL . . . MY HEAT.

CUT TO:

122 INT. RECORDING BOOTH - CONTINUED

Dirk, Reed and the Engineer. Scotty and Todd are sitting around, making
phone calls, eating the free food, etc.

                                  ENGINEER

                        So . . . what do you think?

                                    DIRK

                   Well I think that . . . maybe we could

                      speed it up a little -- it's --

                                  ENGINEER

                      It's a ballad. I thought that --

                                    DIRK

                  We'll just speed it up a couple octaves.

                   . . . cause that might make it cooler,

             people like it when slow songs . . . y'know . . .

               when they're a little fast . . . it's cooler.

CUT TO:

123 INT. JACK'S LIVING ROOM - DAY

Jack is directing a scene with an AMATEUR PORN ACTRESS and JOHNNY DOE.
They're on the couch in Jack's living room. Johnny Doe has adopted more of
a celebrity attitude.

                                  AMATEUR

                      Is he gonna fuck me in the ass?

                                    JACK

                           Is that what you want?

                                  AMATEUR

                             It would be nice.

                                    JACK

                        Johnny: Fuck her in the ass.

                                 JOHNNY DOE

                            Lock and Load, Jack.

He takes a seat behind the VIDEO CAMERA and says;

                                    JACK

                 Alright, friends; let's get it over with.

DISSOLVE TO:

124 EXT. BAKERSFIELD HOUSE - NIGHT

Establishing shot of a small little house with a white picket fence. From
the house we hear the sounds of SCREAMING AND VIOLENCE.

CUT TO:

125 INT. BAKERSFIELD HOUSE - NIGHT - THAT MOMENT

Becky is crouched in the corner of the kitchen. Jerome is standing above
her, dressed in his Pep Boys uniform.

                                   JEROME

                 YOU FUCKIN' WHORE, YOU'RE A FUCKIN' WHORE.

                                   BECKY

                          Please, Jerome, don't --

                                   JEROME

                  You probably liked those big cocks, huh?

                                   BECKY

                                  Don't --

                                   JEROME

                  I'll tell you about a big cock -- yeah,

                 you want my cock to be bigger, don't you?

                                   BECKY

                        No, baby, please, please --

Jerome SMACKS Becky in the face --

DISSOLVE TO:

126 INT. VALLEY BANK - DAY

Buck is dressed like a regular joe in a suit, holding a briefcase on his
lap, sitting patiently. Jessie St. Vincent is sitting with him, holding his
hand. He's approached by a middle aged white male BANK WORKER. CAMERA
DOLLIES IN.

                                BANK WORKER

                                 Mr. Swope?

                                    BUCK

                          Yeah, that's me. Hello.

                                BANK WORKER

                 You have a copy of your loan application?

                                    BUCK

                                 Yes I do.

                                BANK WORKER

                         Good. You wanna follow me?

CUT TO:

127 INT. JACK'S HOUSE/AMBER'S BEDROOM - DAY

CAMERA DOLLIES IN ON Rollergirl and Amber. They're playing backgammon and
talking on Amber's bed, doing coke and smoking cigs.

                                   AMBER

                     I was gonna take a poetry class at

                          Everywoman's Village --

                                 ROLLERGIRL

                          Oh, oh. I wanna do that.

                                   AMBER

                       We'll do it then. It's Monday,

                        Wednesday, Friday at three.

                                 ROLLERGIRL

             Do you think I should -- I was thinking something?

                                   AMBER

                                   What?

                                 ROLLERGIRL

                   I was gonna see about taking the GED.

                         Do you know what that is?

                                   AMBER

                       For High School, to graduate?

                                 ROLLERGIRL

                     Yeah. It's like -- so I can get my

                    diploma -- 'cause I feel bad that I

                   never did it. I think you were right.

                          I think you're right --

                                   AMBER

                   You should do it. That would be great

                    for you -- you know -- cause if you

                 wanted, Rollergirl, you could do anything.

Amber turns her head to something OC. AMBER'S POV: Jack is directing
another scene in the living room between TWO YOUNG PORN ACTRESSES with fake
breasts who we have never seen before.

Amber motions to Rollergirl, who gets up and SLAMS THE DOOR.

CUT TO:

128/128A INT. DIRK'S HOUSE - DAY (2x)

Dirk, Reed and Scotty J. are sitting around. Todd enters holding an
envelope. DOLLY IN SUPER-QUICK.

                                    TODD

                                 I'm back.

                                    DIRK

                              Perfect timing.

They move to a table and anxiously set out some coke.

CUT TO:

129 INT. HOT TRAXX NIGHTCLUB - DAY

CAMERA DOLLIES IN ON MAURICE. The club is closed and empty. Maurice sits at
the bar, writing a letter. An envelope and a videotape are placed nearby.
Following is SUB-TITLED;

                                MAURICE (VO)

                      Dear brothers: Here's an example

                      of me with women in Los Angeles.

                I sleep with women here all the time . . .

CUT TO:

130 INT. APARTMENT BLDG./PUERTO RICO - DAY

Maurice's two BROTHERS rip open the envelope, read the letter and slip the
tape into their VCR that's wired to a crappy black and white television.
CAMERA DOLLIES IN ON THE BROTHERS.

                                 BROTHER #1

                          (in Spanish, sub-titled)

                                Oh my God --

                                 BROTHER #2

                          (in Spanish, sub-titled)

             -- it's so . . . so . . . it looks like a peanut.

CUT TO:

131 INT. VALLEY BANK - DAY - CONTINUED

CAMERA DOLLIES IN ON BUCK. He's speaking to the BANK WORKER.

                                    BUCK

                   That's what Buck's Super Stereo World

                 is all about -- the customer. People wanna

                 know what they're getting into technically

                  and I have the specific technical hi-fi

                background to answer any technical question

                 that someone might have -- I've been into

                sound equipment for long enough to know what

               a guy wants when he walks right in the door --

              and that's the personal touch that Buck's Super

                       Stereo World is gonna have --

CUT TO:

132 INT. JACK'S HOUSE/AMBER'S ROOM - DAY - CONTINUED

Amber and Rollergirl are sitting in front of a pile of coke that's laidout
on top of a big book . . .

                                   AMBER

                   I miss my two sons -- my little Andrew

                  and my Dirk -- I miss them both so much.

             I always felt like Dirk was my baby, my new baby.

                            Don't you miss Dirk?

                                 ROLLERGIRL

                                   Yeah.

                                   AMBER

                   He's so fucking talented. The bastard.

                  I love him, Rollergirl, I mean; I really

                           love the little jerk.

                                 ROLLERGIRL

                     I love you, Mom. I want you to be

                     my mother, Amber. Are you my Mom?

                    I'll ask you if you're my mother and

               you say, "yes." OK? -- Are you my mother -- ?

                                   AMBER

                              Yes, honey. Yes.

They cry and hug and laugh and do more coke, smoke more cigs, etc.

CUT TO:

133 INT. RECORDING STUDIO - DAY

CAMERA DOLLIES IN QUICK. Dirk and Reed are violently haggling in an office
of the Recording Studio with the MANAGER.

                                    DIRK

                    C'mon, man, c'mon, c'mon, alright --

                                  MANAGER

                    I can't let you take the tapes until

                         the bill is paid in full.

                                    DIRK

                         That makes a lot of sense.

                                    REED

                      Wait, wait, wait. How can he pay

                     the price of the demo if he can't

                  take the demo tapes to a record company?

                                  MANAGER

                    That's not my problem. My job is to

               collect payment before we hand over the tapes.

                                    REED

                     You can't get a record contract if

               the record company can't hear what you've got.

                                    DIRK

                OK: Wait a minute -- have you heard my tape?

                   Huh? Have you heard it? I'm guaranteed

             to get a record deal because my stuff is so good.

                     Once that happens, I'll pay you --

                                  MANAGER

                 It's not gonna happen. This is a Catch-22,

                   I understand. You're saying this thing

                and I get it but I just won't let it happen.

                                    DIRK

                               A catch-what?

CUT TO:

134 INT. JACK'S HOUSE/AMBER'S ROOM - NIGHT - CONTINUED

Amber and Rollergirl, pacing around the room, talking, crying, etc.

                                   AMBER

                   I don't wanna do this anymore, honey.

                           I can't. I just can't.

                                 ROLLERGIRL

                                   What?

                                   AMBER

                  Have fun now, let's keep going and going

                  and going tonight -- because it's over.

                         There's too many things --

                                 ROLLERGIRL

                                Okay. Okay.

                                   AMBER

                               Let's go walk.

                                 ROLLERGIRL

                       I don't wanna leave the room.

                                   AMBER

                  Me either. OHHHHHHH. I love you, honey.

                                 ROLLERGIRL

                              I love you, Mom.

They laugh and laugh and laugh and smoke, talk, walk.

DISSOLVE TO:

135 INT. VALLEY BANK - DAY - CONTINUED

Buck and Jessie across the desk from the Bank Worker, who looks up from the
file and says;

                                BANK WORKER

                     Mr. Swope . . . we can't help you.

                                    BUCK

                    . . . I have all the papers, all the

                 things in order, yes? I mean, it's all --

                                BANK WORKER

               Yes. But we can't give you a loan. I'm sorry.

                                    BUCK

                             . . . why . . . ?

                                BANK WORKER

                  . . . Mr. Swope: You're a pornographer.

                    And this bank is not in business to

                           support pornography --

                                    BUCK

                   I'm not a pornographer, I'm an actor.

                                BANK WORKER

                                 I'm sorry.

                                    BUCK

                 No, no, no, please. This is . . . this is

                    a new business for me, a real thing

                  that I want to do and a real thing that

             I can do, please, I mean -- this is not a joke --

                                BANK WORKER

                                 I'm sorry.

                                    BUCK

                 Please, now, please, just wait one minute

                here -- because there's gotta be some way --

                                BANK WORKER

                           . . . I'm sorry . . .

                                    BUCK

                          Well this is not fair --

                                BANK WORKER

                  This financial institution can't endorse

                  pornography, you've got to understand --

                                    BUCK

                               I'm an actor.

                                BANK WORKER

                           Please. Now I'm sorry.

DISSOLVE TO:

136 INT. HORNER PRODUCTIONS - VAN NUYS - DAY

CAMERA (STEADICAM) follows Jack around his new OFFICES. Posters of his
films with Johnny Doe, Amber, Rollergirl, Buck and some others we've never
seen cover the walls.

A WAREHOUSE area is shipping out boxes of VHS VIDEOCASSETTES. CAMERA
breezes past an EDITING ROOM where Kurt Longjohn and Rocky are sitting in
front of two 3/4 machines, cutting a new Jack Horner film with Johnny Doe
doing some Karate-moves reminiscent of Dirk Diggler.

Jack continues walking into the RECEPTION AREA where TWO UNIFORMED POLICE
OFFICERS are standing.

                                  OFFICER

                                Jack Horner?

                                    JACK

                             Yeah, what is it?

                                  OFFICER

                     There was an accident yesterday --

CUT TO:

137 INT. DIRK'S HOUSE - ANOTHER DAY

Dirk is in his bedroom. CAMERA ZOOMS/DOLLIES in SUPER QUICK on him doing a
line of coke. Reed comes into the room, quick;

                                    REED

                              Oh, fuck, Dirk.

                                    DIRK

                                   What?

                                    REED

                       You know that kid Johnny Doe?

                                    DIRK

                                    No.

                                    REED

                          Y'know, the kid from --

                                    DIRK

                              What about him?

                                    REED

                     He died. He got in a car accident.

                    Couple nights ago . . . and he died.

                    He like, went through the windshield

                     or something. Fuckin' shit. Dead.

                                    DIRK

                                 For real?

                                    REED

                   Yeah. He's dead. Can you believe that?

                                    DIRK

               That's gotta hurt, goin' through a windshield.

                              It's tough luck.

Dirk does another line of coke. The PHONE RINGS and Dirk answers.
DOLLY/ZOOM IN QUICK.

                                    DIRK

                     Hello? Becky? Becky -- what? What?

SPLIT-SCREEN;

138 INT. BECKY'S HOUSE/BAKERSFIELD - DAY - THAT MOMENT

Becky is locked in her bedroom on the phone with Dirk. OC outside the
bedroom, we can hear Jerome YELLING and SCREAMING.

                                   BECKY

                   I think Jerome is gonna kill me, Dirk.

                      Please. Please come and help me.

                                    DIRK

                   Well . . . where are you, I don't know

                              where you are --

                                   BECKY

                       I need you to save me, Dirk --

                  if he catches me on the phone, I'm dead.

                                    DIRK

                           Tell me where you are.

                                   BECKY

                 . . . okay . . . okay . . . OH SHIT. He's

                     coming in -- okay -- okay -- meet

                      me at Denny's in Bakersfield --

                       on Colfax Blvd. Please hurry.

                                    DIRK

                   Okay. I'm comin' right now, right now.

               I'm comin' right now to kick some ass, Becky.

SPLIT SCREEN/CAMERA stays with Becky are she hangs up the phone. The DOOR
to the BEDROOM IS SMASHED OPEN by Jerome -- he GRABS her by the hair of her
head and throws her across the room and into the KITCHEN.

                                   BECKY

                  Please don't do anything to me, Jerome.

                           Please. Please. I ask.

                                   JEROME

                 Think you're Miss Fuckin' Movie Star with

                  a dick in your mouth? Huh? You're gonna

                tell me -- tell it to me or I'm gonna break

                             your fuckin' jaw.

                                   BECKY

                      I don't know what you want me --

                                   JEROME

                  -- I want you to tell me that you liked

                getting fucked by those men in those movies.

                I want you to tell me that you loved getting

               shit in your face -- YOU FUCKIN' SAY IT, CUNT.

                                   BECKY

                           . . . I liked it . . .

                                   JEROME

                           Do you like big dicks?

                                   BECKY

                    I don't know what you want me to --

                                   JEROME

                                  SAY IT.

                                   BECKY

                                    Yes.

Jerome LEANS DOWN AND PUNCHES BECKY IN THE FACE. HOLD. He catches his
breath and walks out of the kitchen.

Becky, crouched in a corner, bleeding from her nose and mouth, reaches for
a large FRYING PAN on the floor --

CUT TO:

139 INT. DIRK'S HOUSE - DAY - THAT MOMENT

Dirk grabs his keys and his jacket and heads for the door . . .

                                    REED

                              Where you goin'?

                                    DIRK

                        Gotta go kick some ass, man.

He stops a moment and heads back into his bedroom . . . grabs his coke in a
newspaper fold and makes a dash for the door --

CUT TO:

140 EXT. DIRK'S HOUSE - DAY - THAT MOMENT

Dirk exits and gets in his car QUICK. DOLLY/ZOOM IN FAST.

CUT TO:

141 INT. BECKY'S HOUSE - DAY - CONTINUED

CAMERA DOLLIES in front of Jerome as he walks out of the kitchen. In the
b.g., Becky appears with the frying pan in her hand . . .

She SMASHES THE FRYING PAN ACROSS THE BACK OF JEROME'S SKULL. He falls . .
she STANDS OVER HIM, STRIKING HIM AGAIN AND AGAIN.

                                   BECKY

                    DON'T -- YOU -- EVER -- TOUCH -- ME.

She runs out the door --

CUT TO:

142 EXT. BAKERSFIELD HOUSE - EVENING - THAT MOMENT

Becky runs from the house and off down the street. HOLD.

CUT TO:

143 INT. DIRK'S CORVETTE - MOVING - MOMENTS LATER

Dirk is driving quickly through Laurel Canyon and trying to do a few
things; 1) He's trying to light a cigarette with matches, 2) He's trying to
find a cassette tape to play and 3) He's trying to brush his hair in the
rearview mirror . . . .

CU. DIRK

The cigarette falls from his mouth and he leans down, OUT OF FRAME to pick
it up . . . . the car starts drifting towards a TELEPHONE POLE that is
fifteen yards ahead . . . Dirk gets the cigarette, comes up INTO FRAME,
looks ahead and blinks;

Dirk's Corvette SLAMS INTO THE TELEPHONE POLE.

CAMERA DOLLIES IN ON DIRK, BEHIND THE WHEEL. He shakes his head, looks
around in a daze. A PEDESTRIAN runs over;

                                 PEDESTRIAN

                             You alright, pal?

                                    DIRK

                 My fuckin' car, my car . . . my Corvette.

                                 PEDESTRIAN

                 Holy shit, you slammed right into this --

Dirk puts the car in reverse and backs away.

                                 PEDESTRIAN

                  I don't think you should dirve this car.

                                    DIRK

                                 Fuck you.

Dirk drives off with the front of the Corvette SHREDDING along the
pavement.

CUT TO:

144 INT. BAKERSFIELD DENNY'S - NIGHT (LATER)

Becky is sitting at the counter. A few seats over from her is an older man,
MR. BROWN (late 60s). He wears an old gray suit,

                                 MR. BROWN

                          Are you alright, ma'am?

                                   BECKY

                                   What?

                                 MR. BROWN

                        Are you going to be alright?

                 You seem . . . you've been sitting there.

                     A while now. And I want to know if

                        you're going to be alright.

HOLD. Becky looks down.

                                 MR. BROWN

              Do you want to order something? A bowl of soup?

                                   BECKY

                       My friend was supposed to come

                    here and get me, but he hasn't come.

                                 MR. BROWN

                  Yes. Well, why don't you let me buy you

                 some soup while you wait for your friend?

                                   BECKY

                          No. No. I'm not hungry.

                                 MR. BROWN

                    Please. Please. I want to help you.

             This is not . . . this is something . . . you see,

                    an act of kindness, I'm trying to do

               something good . . . to help you . . . for no

             other reason . . . other than . . . just to help.

Mr. Brown reaches into his pocket, takes out a quarter and places it on the
counter in front of Becky.

                                 MR. BROWN

                   Why don't you try calling you friend?

BEAT. Becky looks at the quarter. CAMERA HOLDS ON QUARTER.

                               MR. BROWN (OC)

                        Use the quarter, young lady.

CUT TO:

145 INT. DIRK'S GARAGE - NIGHT

Dirk rants and raves, verging on tears, circling the car. Scotty, Reed and
Todd are now home and looking at the damage;

                                    REED

                          How fast were you going?

                                    DIRK

                           Fuck, I dunno. Ninety.

                                 SCOTTY J.

                           Ninety miles an hour?

                                    DIRK

                    Shit, yeah. I'm lucky I'm not dead.

                                    TODD

                          This is a lot of damage.

                                    REED

                          At least it's driveable.

                                    DIRK

                      It's nove driveable, look at it.

OC we hear the PHONE RINGING. Scotty moves to get it.

                                    DIRK

                Just let it ring, we gotta deal with this --

                                    REED

                       At least it still works, Dirk.

                                    DIRK

                    You can't just drive a Corvette down

                    the street looking like that, Reed.

                         C'mon, man. Be reasonable.

                                    REED

                         How you gonna pay for it?

                                    DIRK

                     -- I'll find a way to pay for it.

                        This is top priority, Reed:

                        My car has got to get fixed.

                                    TODD

                    It could be like two/three thousand

                       dollars worth of damage, Dirk.

                                    DIRK

                                    So?

                                    TODD

                                  I dunno.

                                    DIRK

                We gotta get those fuckin' demo tapes, too.

                I mean it . . . let's go kick that guy's ass

               or something . . . if we could get those demo

                  tapes, then we get the record deal, then

                   the Vette gets fixed. You cannot drive

               a Corvette down the street looking like this,

                              you just can't.

CUT TO:

146 INT. DENNY'S - NIGHT - MOMENTS LATER

Becky is sitting in a booth across from the Mr. Brown. She's crying.

                                   BECKY

                     I don't know where to go. I don't

                 have anywhere to go, I can't get anywhere.

                                 MR. BROWN

                  It's alright. It's alright, young lady.

                                   BECKY

                    I'm so sorry to make you hear this.

                                 MR. BROWN

                            I want to help you.

                                   BECKY

                                No, I can't.

                                 MR. BROWN

                    You need help. You need someplace to

                   sleep and to wash. I want to help you.

                                   BECKY

                             You're a nice man.

BEAT.

End Sequence "D" CUT TO BLACK:

147 OMITTED

148 OMITTED

149 OMITTED

150 OMITTED

TITLE CARD: "Six Months Later"

CUT TO:

151 OMITTED

152 OMITTED

153 OMITTED

154 OMITTED

155 INT. HEARING ROOM - COURT BUILDING - DAY

Amber is sitting in a room with a long desk, a few chairs and fluorescent
lights. A middle aged female JUDGE enters and greets her;

                                   JUDGE

                         Hello. You must be Maggie?

                                   AMBER

                                    Yes.

                                   JUDGE

                     I'm Kathleen O'Malley. The judge.

                                   AMBER

                                    Yes.

                                   JUDGE

                        You have a lawyer with you?

                                   AMBER

                           No. I don't. I do not.

They sit in silence. The Judge looks over a couple of files. Moments later,
Amber's ex-husband, THOMAS (late 30s) steps in with his LAWYER. They all
take seats.

                                   LAWYER

                               Hello, Judge.

Introductions happen, etc. BEAT. The Judge looks over some files;

                                   JUDGE

                    You've been divorced for six years.

                                   AMBER

                              Yes. Since 1977.

                                   JUDGE

                                (to lawyer)

                 And the agreement on the money settlement

                             was taken care of?

                                   LAWYER

                                    Yes.

                                   JUDGE

                     So. What we're talking about then

              is coming to an agreement on custody of Andrew?

                                   AMBER

                                    Yes.

                                   JUDGE

                    What was decided during the divorce?

                                   LAWYER

                  Initially, Andrew went with his father,

                and visitation was given to his mother on --

                             (looks at a paper)

                   from Saturday Noon to Sunday at seven.

                  With his mother entitled to bring Andrew

                    to her home or any reasonable place.

                                   JUDGE

                                 (to Amber)

                        Was that the understanding?

                                   AMBER

                                    Yes.

                                   JUDGE

              And why wasn't that visiting privilege honored?

                                   THOMAS

                         Well, it was for a time --

                                   AMBER

                           I only saw him twice.

                                   THOMAS

                 It said, "reasonable place," and I didn't

                  think a house of drugs and prostitution

                         and pornography was that.

                                   JUDGE

                     I'm sorry, what is it that you --

                                   THOMAS

                 My ex-wife is involved in the pornography

                business -- I didn't think that environment

                        was a safe place for my son.

                                   AMBER

                    This is not right. My son was never

                    exposed to pornographic material or

                  drugs or any of these things, my husband

                              just assumed --

                                   THOMAS

                         I saw it with my own eye.

PAUSE. Amber has no response. The Judge looks down at the file.

                                   JUDGE

                   Did you register this as a complaint?

                                   LAWYER

                   My client didn't officially register,

                    but I think the circumstance called

                     for something immediate -- for the

                            safety of the child.

                                   JUDGE

                          How old is the boy now?

                                   THOMAS

                                He's twelve.

                                   AMBER

                       He'll be thirteen next month.

                                   JUDGE

                           Where do you live now?

                                   THOMAS

                    We live in Long Beach. I have a job

                  there and my new wife is home with him.

                                  (pause)

                  You see, the problem is, Judge, is that

               my ex-wife is a sick . . . she is a very sick

                  person and she needs help. She deals in

                       drugs and sex for a living --

                                   AMBER

                             I don't do drugs.

                                   LAWYER

                    Your honor, she has been in and out

                   of trouble with the law on quite a few

                  occasions regarding this sort of thing.

                                   AMBER

                            No. No. Not anymore

CAMERA HOLDS ON AMBER. She watches the Judge. OC there's the sound of
papers shuffling.

                                 JUDGE (OC)

                        Have you ever been arrested?

                                   AMBER

                                    Yes.

                                 JUDGE (OC)

                      When was the last time you were

                 arrested . . . what was the charge . . . ?

CAMERA DOLLIES IN CLOSE ON AMBER.

CUT TO:

156 EXT. ALLEY - BEHIND THE COURT BUILDING - DAY - LATER

Amber leans against a wall, crying her eyes out. HOLD.

CUT TO:

TITLE CARD, OVER BLACK: "Sunday, December 11, 1983"

157 INT. LIMOUSINE - NIGHT - MOVING

CAMERA'S POV is a CAMCORDER operated by KURT LONGJOHN. JACK, dressed in a
tuxedo, sits in the back of the limo with ROLLERGIRL, who's wearing a
full-length fur coat, lingerie underneath.

                             JACK (into CAMERA)

                Okay, okay, okay. Welcome to the experiment.

                This is Jack Horner, coming to you from the

                 inside of a limousine that at this moment

                 is heading West down Ventura Blvd. I have

                 with me -- a little princess in the world

                of adult film -- the lovely Miss Rollergirl.

                                 ROLLERGIRL

                            Hello, hello, howdy.

                                    JACK

                  Are you ready to do what we're gonna do?

                                 ROLLERGIRL

                      Ready, ready. Ready like Freddy.

                                    JACK

                     We are On The Lookout. That's what

                     we'll call this -- On The Lookout.

                  We're just gonna drive on down Ventura,

                    heading west, like I said -- and see

                   what we find. Maybe we find some new,

                    young stud who wants to take a shot

                   and get hot and heavy with Rollergirl

                 back here in the limo -- and we'll capture

                  it on video. This is a first, ladies and

                    gentleman. A first in porn history.

                    Who knows what could happen . . . ?

              Maybe we come across some guy, maybe some girl?

                 See if they'd like to get soft and sticky?

CUT TO:

158 EXT. EL PUEBLO MOTEL - NIGHT

Establishing shot of a crap motel in Studio City. Dirk's DAMAGED CORVETTE
is parked out front with a U-HALL connected.

CUT TO:

159 INT. EL PUEBLO MOTEL - THAT MOMENT

Dirk, Reed, Todd and Scotty J. have moved into a small motel with two beds
and a fold-out couch. Scotty is sitting on one bed watching television
dressed in his UNION 76 GAS STATION UNIFORM.

Dirk is getting dressed, Reed is trying to get his attention;

                                    DIRK

                          Where the fuck is Todd?

                                    REED

                         C'mon, Dirk, seriously --

                                    DIRK

                  What? I dunno, okay? Okay. I don't know.

                                    REED

                         We have to sell your car.

                                    DIRK

                          I will not do it, Reed.

                                    REED

                      What else is there to do, Dirk?

                         Huh? We have nothing left.

                                    DIRK

                     I worked way too fucking hard for

              that car . . . what am I supposed to do . . . ?

                                    REED

                        It solves all our problems.

                                    DIRK

                I will not sell my Corvette: Simple as that.

                Where the fuck is Todd? Where are my jeans?

                                 SCOTTY J.

                         What are you looking for?

                                    DIRK

                                My jeans --

                                 SCOTTY J.

                       The cool ones with the thing?

                                    DIRK

                       All my jeans are cool, Scotty.

                                   SCOTTY

                                   Sorry.

Todd enters and holds up an ENVELOPE.

                                    TODD

                                  Got it.

                                    DIRK

                       Where the fuck have you been?

                                    TODD

                          Getting some shit . . .

Dirk notices that Todd is wearing the JEANS he was looking for.

                                    DIRK

                           What the fuck is that?

                                    TODD

                                   What?

                                    DIRK

                       Those are my jeans, Todd. I've

                          been looking for those.

                                    TODD

                       You said I could borrow them.

                                    DIRK

                             I never said that.

                                    TODD

                             I thought you did.

                                 SCOTTY J.

                         Can I come with you, Dirk?

                                    DIRK

              Give me my fuckin' jeans back, Todd. Seriously.

                                    TODD

                                   Sorry.

Todd gets out of the jeans and gives them over to Dirk, who puts them on as
Reed and Scotty look on;

                                    REED

                     Dirk, please -- we gotta deal with

                           this money situation.

                                    DIRK

                             Yeah, yeah, yeah.

                                 SCOTTY J.

                         Where are you goin', Dirk?

                                    DIRK

                                 Goin' out.

                                 SCOTTY J.

                             Can I go with you?

Dirk is out the door.

CUT TO:

160 INT. LIMO - PARKED - NIGHT - CONTINUED

The limo is pulled over and Jack is speaking through the window to some
YOUNG COLLEGE STUDENT, wearing a backpack. (This kid is one of the boys who
was making sexual gestures to Rollergirl earlier in the movie).

                                    JACK

                              What do you say?

                                COLLEGE KID

                          I dunno -- you mean it.

                                    JACK

                    Anything you wanna do -- you do it.

                      Do you see this young lady here?

                                COLLEGE KID

                                   Yeah.

                                    JACK

                           You like what you see?

                                COLLEGE KID

                                   Sure.

                                    JACK

                   Then get in here and do what you want.

The College Kid gets in the car, sits next to Rollergirl, who nods hello.
She may or may not recognize him. Jack gets in the seat opposite (behind
the CAMERA).

                                    JACK

                               You a student?

                                COLLEGE KID

                          Um . . . um . . . yeah.

                                    JACK

                   Oh, great. Where do you go to school?

                                COLLEGE KID

                    Um . . . uh . . . do I have to say?

                                    JACK

                 No, no. Anyway. How'd you like to go round

               with Rollergirl? Have you seen her film work?

                                COLLEGE KID

                       . . . yeah . . . yeah I have.

                              (to Rollergirl)

                   We watch your films in my frat house.

                  I go to CSUN. The fuckin' guys are never

                           gonna believe this --

                                    JACK

                     Alright . . . fantastic cool . . .

                                COLLEGE KID

                   I think we met once before, actually.

                                 ROLLERGIRL

                                  Really?

BEAT.

                                COLLEGE KID

                I know you . . . we went to school together.

                      We went to high school together.

              . . . you're Brandy, right? Brandy's your name.

Rollergirl looks caught. Jack looks surprised to hear this . . .

CUT TO:

161 EXT. STUDIO CITY/ALLEYWAY - NIGHT (LATER)

Dirk is standing in an alleyway. HEADLIGHTS FLOAT ACROSS A WALL, CATCHING A
GLIMPSE OF DIRK. A small Toyota drives up and stops next to Dirk. A FIGURE
inside the car speaks;

                                   FIGURE

                                   Hello.

                                    DIRK

                                    Hey.

                                   FIGURE

                        Are you waiting for someone?

                                    DIRK

                    . . . yeah. I'm waiting for someone.

               I'm not sure if they're gonna show up though.

                                   FIGURE

                         You wanna wait in the car?

BEAT. Dirk gets into the Toyota. It drives about fifty yards down the alley
and makes a turn into --

CUT TO:

162 EXT. EMPTY PARKING LOT - NIGHT - THAT MOMENT

The Toyota with Dirk pulls around and parks.

CUT TO:

163 INT. TOYOTA - PARKED - NIGHT - THAT MOMENT

CAMERA holds a profile 2-shot on Dirk in the f.g. and the driver in the
b.g. The driver is a young SURFER kid in his late 20s.

                                   SURFER

                                  I'm Joe.

                                    DIRK

                                   Dirk.

                                   (beat)

                           Do you know who I am?

                                   SURFER

                               . . . No . . .

                                    DIRK

                          My name is Dirk Diggler.

                                   SURFER

                No . . . I mean . . . you're a guy . . . I'm

                          helping you out . . . .

                                    DIRK

                                   Yeah.

                                   SURFER

                      So . . . what do you want to do?

                                    DIRK

                       I'm . . . it's what you want.

                                   SURFER

               . . . I wanna watch you. I mean, I'm not gay.

                    I just wanna. Maybe you can jerk off

                 a little and I can watch. Maybe I'll join

                    in, but for now I just wanna watch.

Dirk nods his head a little. HOLD.

                                    DIRK

                               Twenty bucks.

                                   SURFER

                          Ten is all I have . . .

CUT TO:

164 INT. LIMO - MOVING - MOMENTS LATER

The limo is moving now. Jack is sitting behind the CAMERA. The LIGHT held
above the Camcorder SHINES brightly on them.

Rollergirl and the College Kid struggle in the seat. He has some trouble
removing his pants and she tries to help a little, but it's pretty obvious
she's not enjoying this. Jack tries to coach them from the sidelines;

                                    JACK

                     Alright, there, pal; make it look

                    good, make it sexy -- don't just ram

                        your way up and in there --

The College Kid doesn't respond.

                                    JACK

                    Hey, hey, hey . . . take it slow and

                         make it kinky, kid. C'mon.

                      Think of Miss Lovely Rollergirl

                     as a beautiful instrument that you

             need to play . . . c'mon now . . . slow down . . .

                   Pretend you're just a wonderful stud,

                   pretend you're a wonderful stud that's

            just ready to melt her pussy . . . hey, kid . . . ?

                   Are you listening to me? Hey -- hey --

                                COLLEGE KID

                       Just let me do my thing, man.

                                    JACK

                              Cut. Stop. Cut.

The College Kid looks a little pissed, Rollergirl pushes him off;

                                 ROLLERGIRL

                           This is stupid, Jack.

                                    JACK

                    I know . . . this isn't working out.

                                COLLEGE KID

                                 That's it?

                                 JACK (OC)

               Yeah, that's all. Sorry for the inconvenience.

The College Kid pulls his pants on.

                                COLLEGE KID

                   You got me hard -- you could at least

                      jack me off or something, lady.

                                 ROLLERGIRL

                         What the fuck did you say?

                                COLLEGE KID

                        It's not so cool to leave me

                              with a hard on.

                                 ROLLERGIRL

                                 Fuck you.

                                COLLEGE KID

                     Nice life you've got here. Should

                    be proud of what you've become . . .

The College Kid laughs a little, heads out of the car, turns back to Jack
and says:

                                COLLEGE KID

                    Your fuckin' films suck now anyway.

ANGLE, CU. JACK

CAMERA DOLLIES IN A LITTLE IN SLOW MOTION. He freaks out.

Jack CHARGES out of the limo TACKLING the College Kid to the Ground. He
starts to BEAT the shit out of him . . .

CUT TO:

165 INT. TOYOTA - PARKED - THAT MOMENT

Dirk zips his pants open. The Surfer kid's eyes watch closely. Dirk pulls
out his cock and the Surfer kid looks surprised, speaks sotto;

                                   SURFER

       . . . holy shit . . . that's nice . . . that's . . . big . . .

Dirk nods, looks down.

                                   SURFER

                      Why don't you jerk it a little,

                   get it hard? I wanna see it get hard.

Dirk's hand touches his cock and he starts to masturbate a little. The
Surfer kid watches. CAMERA BEGINS A PAINFULLY SLOW ZOOM INTO PROFILE XCU.
ON DIRK.

                                   SURFER

                    . . . maybe . . . do it harder . . .

Dirk does it harder and faster.

                                   SURFER

                             Get your hand wet.

                                    DIRK

                            . . . be quiet . . .

Dirk tries to do it faster and harder.

                                   SURFER

                 . . . c'mon . . . c'mon . . . c'mon . . .

Dirk tries harder and faster but only gets more frustrated. He verges on
tears, looks to the Surfer Kid.

                                    DIRK

              I can't . . . I can't get it hard . . . I can't.

                                I'm sorry --

SUDDENLY:

A PICK-UP TRUCK carrying THREE PUNK KIDS SLAMS ON ITS BRAKES IN FRONT OF
DIRK IN THE TOYOTA. Dirk looks up in shock, turns his head to the Surfer
Kid who says;

                                   SURFER

                You shouldn't do this sort of thing, faggot.

Surfer PUNCHES Dirk in the face . . .

CUT TO:

166 EXT. VENTURA BLVD. - NIGHT - THAT MOMENT

Jack continues to BEAT the College Kid and yell at him;

                                    JACK

                       YOU HAVE SOME FUCKING RESPECT.

                  YOU LITTLE PRICK. YOU HAVE SOME GODDAMN

                    RESPECT FOR THAT GIRL. SHE'S A STAR,

                  A WONDERFUL CHILD AND A STAR. You think

                  you're worthy to fuck her -- you're not

                 worthy to TOUCH her -- the way you fuck --

                 who taught you? WHO TAUGHT YOU HOW TO FUCK

                  THAT WAY? YOU'RE AN AMATEUR. AN AMATEUR.

He KICKS the College Kid again and again . . . CAMERA DOLLIES IN ON
ROLLERGIRL as she watches. She rolls over . . . stands a BEAT over the
College Kid . . . and then goes crazy . . . she SMASHES his face with her
ROLLERSKATES over and over and over;

                                 ROLLERGIRL

                 YOU -- DON'T -- EVER -- DISRESPECT -- ME.

She breaks down CRYING and SCREAMING . . . Jack pulls her off . . .

CUT TO:

167 EXT. PARKING LOT - THAT MOMENT

The FOUR SURFER PUNKS drag Dirk from the car and proceed to beat the shit
out of him. Kicking and punching him, calling out;

                                  SURFERS

                      Little Fuckin' Fag. Donkey-Dick.

                       You don't do this. You don't.

They continue to yell and scream and kick and punch Dirk and eventually
peel out of the parking lot. Dirk moans and cries and holds his stomach in
pain. He coughs up some blood and vomit . .

CAMERA PANS away from him, looking out of the alleyway, toward Ventura
Blvd. HOLD WIDE ANGLE ON THE STREET, EMPTY FRAME, THEN;

The WHITE LIMO carrying Jack and Rollergirl cruises PAST.

ANGLE, IN THE STREEET, MOMENT LATER.

The WHITE LIMO drives PAST CAMERA LFT. HOLD, THEN; BUCK'S CAR enters in
CAMERA RT. And we PICK UP AND PAN with it into --

CUT TO:

168 EXT. DONUT SHOP/VENTURA BLVD. - NIGHT

Buck's car pulls up and parks in front of the donut shop. CAMERA DOLLIES IN
CLOSE. Jessie is in the passenger seat, Buck leaves the engine running;

                                    BUCK

                          What do you want, honey?

                                   JESSIE

           I want . . . um . . . apple fritter . . . Jelly . . .

              And uh . . . chocolate with sprinkles . . . and

                           a bear claw, too . . .

Buck gets out of the car and we reveal that she is SIX MONTHS PREGNANT.
Buck looks down;

                                    BUCK

                      How's my little kung-fu fighter?

                                   JESSIE

                    He's kicking ass inside my stomach.

                                    BUCK

                               That's a boy.

CUT TO:

169 INT. DONUT SHOP - NIGHT

Buck enters and looks at some donuts, helped by the DONUT BOY behind the
counter. A MIDDLE AGED MAN in a camouflage baseball hat sits in the corner
eating a donut and some coffee, reading 'Guns and Ammo.'

                                 DONUT BOY

                              Can I help you?

                                    BUCK

                   Yeah . . . I'm gonna get a dozen . . .

The Donut Boy gets a box and Buck starts to point out;

                                    BUCK

             Lemme get two bear claws . . . apple fritter . . .

               Two chocolate . . . two sprinkles . . . gimme

                some of those glazed . . . how many is that?

At that moment a PUERTO RICAN KID walks in, pulls a REVOLVER from his
pocket and points at the Donut Boy.

                              PUERTO RICAN KID

                  Empty the safe. Behind the soda machine.

                                    BUCK

                               Jesus Christ.

The Puerto Rican Kid SWINGS HIS AIM at Buck.

                              PUERTO RICAN KID

                  Don't talk . . . shut the fuck up . . .

                          (aims back at Donut Boy)

                      Okay . . . empty the safe . . .

Donut Boy starts to empty the safe, putting the money in a paper sack . . .
Buck is frozen . . .

The MIDDLE AGED MAN in the corner reaches into his coat pocket and pulls
out an extremely BIG GUN . . .

The Middle Aged Man SHOOTS the Puerto Rican Kid in the BACK . . .

. . . the Puerto Rican Kid turns and returns FIRE, hitting the Middle Aged
Man with a bullet in the FACE . . .

. . . The Middle Aged Man gets another wild SHOT off before he expires and
that bullet hits the Donut Boy in the CHEST . . .

So: The Donut Boy is dead, The Puerto Rican Kid falls to the floor dead and
the Middle Aged Man is face down dead in his donut and coffee . . .

Blood is ALL OVER Buck . . . he stands for a long moment . . .

CU. THE BAG OF MONEY ON THE FLOOR

CU. BUCK.

He looks at it. SLOW ZOOM IN. BEAT.

Buck leans down, picks up the BAG FULL OF MONEY and walks out of the donut
shop.

FADE OUT.

TITLE CARD, OVER BLACK: "One Last Thing"

170 INT. EL PUEBLO MOTEL ROOM - NIGHT

Reed, Todd and Dirk sit around a table. Dirk is bandaged. Scotty J. is
mingling around the background. CAMERA DOES A SLOW 360 AROUND THE TABLE.

                                    TODD

                 Alright. I think this could be the thing.

              Something to help us score a little extra cash.

                 I think if we decide to do this, we gotta

                          be one hundred percent.

                                    REED

                                  I agree.

                                    TODD

                     This guy's name is Rahad Jackson.

                   He's got more money than God and twice

                  as much coke, crack and smack. He'll buy

               just about anything anybody wants to sell him.

               He just likes people hanging out at his house

                               and partying.

                                    DIRK

                            How do you know him?

                                    TODD

                      He used to come into Party Boys

                  once in a while. Mutrix introduced me --

                                    DIRK

                      And how would we do it, exactly?

                     I mean, how would it all go down?

                                    TODD

                       It's like this: I call him up,

                tell him I got half a key of quality stuff.

                                    REED

                       Do you have his phone number?

                                    TODD

                Yeah. So we call him up, give him the price.

                                    DIRK

                                 How much?

                                    TODD

               Half a key for like . . . five thousand bucks.

                           Split it three ways --

                                    DIRK

                    That's enough to get my Vette fixed.

                                    TODD

                    That's right. So we set up the deal,

                    dump half a kilo of baking soda in a

                  bag and walk over to his house -- BOOM.

                  Right there -- this could be a nifty bit

                             o' hustle-bustle.

                                    REED

                          Do you have his address?

                                    TODD

               Fuckin', Reed, yeah I have his address, c'mon.

                                    DIRK

                          What if he tests it out?

                                    TODD

                                 He won't.

                                    DIRK

                              How do you know?

                                    TODD

                 I know he won't. I'm positive. Believe me.

                                    REED

                          It's a pretty good idea.

                                    DIRK

                        I think we should go for it.

Scotty J. comes over to the table.

                                 SCOTTY J.

                   You guys should be careful with this.

                                    DIRK

                                  Scotty?

                                 SCOTTY J.

                                   What?

                                    DIRK

               Just . . . y'know . . . mind yer own business.

                                 SCOTTY J.

                                   Sorry.

ECU - Baking soda poured in a plastic bag.

ECU - The plastic bag wrapped in a brown paper sack.

ECU - Dirk's car keys grabbed off the table.

CUT TO:

171 OMITTED

172 EXT. RAHAD JACKSON'S HOUSE - NIGHT

The Corvette pulls up in front of a tacky one-story house in the hills of
Studio City. The Corvette stops and CAMERA DOLLIES IN QUICK. Dirk, Reed,
Todd sit in the parked car. In sotto;

                                    DIRK

                                   Okay.

                                    TODD

                          You guys ready for this?

                                    REED

                                   I am.

                                    TODD

                                   Dirk?

                                    DIRK

             Me? Yeah . . . yeah, I'm ready. I was born ready.

                                    TODD

                                  Alright.

Todd takes out a .45 AUTOMATIC PISTOL and loads a cartridge.

                                    DIRK

                           What the fuck is that?

                                    TODD

                              It's a big gun.

                                    DIRK

                              I know, but why?

                                    TODD

                   Just in case, just in case. Let's go.

They pile out of the damaged Corvette and walk up. CAMERA (STEADICAM)
follows them.

                                    REED

                                I'm nervous.

                                    TODD

                               It'll be okay.

                                    REED

                     Let's get in and out, in and out.

                                    TODD

                  Not too quick -- that looks suspicious.

                          Lemme do the talking --

They arrive and ring the doorbell.

CUT TO:

173 INT. RAHAD JACKSON'S HOUSE - NIGHT - THAT MOMENT

A really big fat black BODYGUARD comes to the door and opens up:

                                 BODYGUARD

                             Hello. Come on in.

The bodyguard leads them down a hall and into a tacky and spacious, sunken
LIVING ROOM.

They're greeted by a man in a silk robe, slightly open to show some bikini
briefs and a thin sheen of sweat covering his body: RAHAD JACKSON (late
40s).

Off in a corner of the room, a YOUNG ASIAN KID is casually throwing some
FIRECRACKERS around.

Rahad is DANCING around by himself to NIGHT RANGER, "SISTER CHRISTIAN." He
spots the men;

                                   RAHAD

                     Hello, friends. Which one is Todd?

                                    TODD

                  That's me. We met before at the club --

                                   RAHAD

                         Oh, yeah. Come on in here.

                                    TODD

                    These are my friends Dirk and Reed.

                                   RAHAD

                 Great to meet you. You guys want something

                  to drink -- or a pill -- or some coke --

                               or some dope?

                               DIRK/REED/TODD

                         No thank you, thanks, no.

                                   RAHAD

               So what do we have, we have, something, yeah?

                                    TODD

            Here it is . . . half a key . . . it's really good,

                        if you wanna test it out --

                                   RAHAD

                    Oh, wait a minute, I love this part:

                               (sings along)

                     "SISTER CHRISTIAN, THERE'S SO MUCH

                    IN LIFE, DON'T YOU GIVE IT UP BEFORE

                     YOUR TIME IS DUE . . . IT'S TRUE!"

                                 (to Dirk)

                          This song is so amazing.

                         Anyway: What's the price?

                                    TODD

                      We were thinking five thousand.

                                   RAHAD

                    That's good. No problem, cool, cool.

The Bodyguard brings over a PAPER BAG FULL OF CASH and hands the bag to
Todd in exchange for the PAPER BAG FULL OF BAKING SODA.

Reed watches the Bodyguard take the bag and notices something. REED'S POV:
a SHOULDER HOLSTER holds a .45 Automatic Pistol.

Rahad does an air guitar solo to the Night Ranger song . . . he walks
across the room, picks up a COKE PIPE and looks to the guys;

                                   RAHAD

                          You wanna play baseball?

                               DIRK/REED/TODD

                               No thank you.

Rahad strokes the pipe while dancing. Dirk looks across to an open bedroom
door.

DIRK'S POV: Through the crack in the door, we can see a bloody, battered
YOUNG BLACK WOMAN in a silk robe . . .she's followed by another YOUNG WHITE
GIRL in nothing.

                                 RAHAD (OC)

                             Check this out --

He takes out a nickel plated REVOLVER and loads a single bullet, spins the
chamber and puts it to his head and sings;

                                   RAHAD

                    SISTER CHRISTIAN -- OH THE TIME HAS

                    COME . . . AND YOU KNOW THAT YOU'RE

                     THE ONLY ONE TO SAY . . . OK . . .

He pulls the trigger . . . Click . . . he smiles and casually speaks;

                                   RAHAD

                      I put a mix tape together of all

                my favorite songs . . . This is song number

               three . . . I love putting mix tapes together,

               you know . . . if you buy an album or tape or

                something, those guys put the songs in their

              order and they try and say how you should listen

                    to the songs, but I don't like that.

                   I don't like to be told what to listen

                  to, when to listen to or anything . . .

The Night Ranger song FADES OUT . . . BEAT . . . Rahad smiles at the Asian
Kid who's casually throwing some firecrackers around.

                                   RAHAD

                            (to Dirk/Reed/Todd)

                     He's Chinese . . . he loves to set

                           off firecrackers . . .

REO SPEEDWAGON, "CAN'T FIGHT THIS FEELING," begins to play.

                                   RAHAD

                   I CAN'T FIGHT THIS FEELING ANY LONGER

                  AND YET I'M STILL AFRAID TO LET IT FLOW.

                  WHAT STARTED OUT AS FRIENDSHIP HAS GROWN

                 STRONGER -- I ONLY WISH I HAD THE STRENGTH

                             TO LET IT SHOW --

                                    DIRK

           Well . . . I think maybe . . . we better get going --

                                   RAHAD

                      No, stay. Hang out. We'll party.

                                    DIRK

                         No, we really gotta split.

                     We have to be somewhere and we --

Dirk and Rahad continue to haggle about leaving/not leaving. CAMERA BEGINS
A SLOW DOLLY INTO A CU ON TODD.

                                    TODD

                           We're Not Leaving Yet.

Dirk and Reed look at Todd. He stands up.

                                    TODD

                 We're here now and we want something else.

                Hey -- Hey. We Want Something Else From You.

                                   RAHAD

                                   What?

                                    DIRK

                    Todd -- what the hell are you doing?

                                    TODD

                   In the master bedroom, under the bed,

                   in a floor safe . . . You understand?

The Bodyguard turns his head. Dirk and Reed are confused;

                                    DIRK

                  Todd . . . what the fuck, man, c'mon --

                                    TODD

                  Shut up, Dirk. I told you I got a plan.

                             I got a good plan.

                                   RAHAD

                         Are you kiddin' me kittie?

                                    TODD

                    No I'm not. I'm not kidding. We want

                   what's in the safe. We want what's in

                   the safe in the floor under the bed in

                            the master bedroom.

                                    DIRK

                          Todd -- don't be crazy.

                                 (to Rahad)

                 Sir -- we don't know anything about this.

                   This is not the thing that we wanted.

                                    TODD

                          SHUT THE FUCK UP, DIRK.

The BODYGUARD reaches into his coat . . .

. . . Todd pulls his REVOLVER quickly and AIMS at the Bodyguard.

                                    TODD

                         Don't reach for your gun.

. . . Rahad reacts by AIMING HIS GUN AT TODD . . .

                                   RAHAD

                     You don't wanna do this, friendly.

                                    TODD

                        You've only got one bullet.

Rahad PULLS THE TRIGGER . . . a bullet FIRES from the gun and strikes Todd
in the SHOULDER . . . the gun in his hand falls to the floor and he
stumbles back . . .

. . . The Bodyguard takes this moment to GRAB HIS OWN GUN from the holster
and FIRE off shots at Dirk and Reed . . .

. . . Bullets graze past them and they DUCK FOR COVER . . .

. . . The GIRLS in the bedroom SCREAM and SHOUT at the gunfire . . .

. . . A STRAY BULLET HITS the ASIAN KID in the heart, but he doesn't fall .
. .

. . . TODD reaches hold of his gun, crouches for cover and FIRES a bullet
STRAIGHT INTO the Bodyguard . . . who falls back DEAD . . . Todd looks
right and sees:

RAHAD scuttles into the bedroom with the women . . . Todd looks over his
shoulder to Dirk and Reed;

                                    DIRK

                     WHAT THE FUCK ARE YOU DOING, TODD?

                                    TODD

                          He went in the bedroom.

                                    DIRK

                   ARE YOU CRAZY? WHEN DID YOU GO CRAZY?

                                    TODD

                     He's got cash and coke in the safe

                     under the bed -- if we leave here

                          without it we're fools.

                                    REED

                     Let's just split, let's just split

                     right now, Todd. Don't be stupid.

                       This wasn't part of the deal.

                                    TODD

                  I'm goin' in that bedroom and get what's

                       in that safe. Are you coming?

                                    DIRK

                     Fuck no. Todd. Don't. Don't do it.

Todd gets up and heads for the bedroom with his revolver at the ready . . .
he inches closer to the door and twists the door knob, then KICKS THE DOOR
OPEN;

. . . Rahad is standing right there, holding a SAWED OFF SHOTGUN. He pulls
the trigger . . . Todd blinks . . .

. . . Rahad's SHOTGUN BLAST blows Todd BACK and UP in the air about fifteen
feet . . . he FALLS to the ground with a HOLE in his STOMACH about the size
of a basketball . . . Rahad calls out to Dirk and Reed;

                                   RAHAD

                   C'mon out, little puppies. You want to

                  come and see, come and see, to get what

                        is coming down. Coming down.

Rahad peers out from his bedroom, sees a sliver of Dirk behind the wall.
Rahad FIRES HIS SHOTGUN . . . which cuts right past Dirk's head and SHREDS
the wall near him . . .

Reed and Dirk make a DASH for the front door . . .

. . . Rahad FIRES another shot . . .

. . . a BLAST BREEZES PAST THEIR HEADS . . .

Dirk and Reed make it OUTSIDE . . . Rahad chases after them . . .

CUT TO:

174 EXT. RAHAD'S HOUSE - THAT MOMENT

Reed and Dirk make a dash for the Corvette -- they're steps away when a
SHOTGUN BLAST BLOWS INTO THE PASSENGER'S SIDE DOOR --

Reed heads away from the car -- makes a run diagonally across the street
for shelter behind some SHRUBS and TREES -- (he gets lost from CAMERA)

Dirk gets around to the driver's side of the Corvette, shielded and
crouched -- he opens the door and starts to get in --

ANOTHER SHOT BLOWS THE PASSENGER'S SIDE WINDOW OUT.

GLASS SPRAYS IN HIS EYES AND HIS HAND SLIPS DOWN, RELEASING THE EMERGENCY
BRAKE OF THE CAR -- WHICH BEGINS TO ROLL DOWN THE STREET--

Dirk stumbles back from the car. He looks to the house:

Rahad is about to FIRE the shotgun again . . .

. . . he looks down the street: the Corvette is ROLLING away and picking up
speed as it goes down the hill --

Dirk gets on his feet and makes a run for the car, Rahad FIRES . . .

. . . Dirk catches up with the car, hops in -- gets the key in the ignition
and starts it up, peels off down the street --

CUT TO:

175 INT. DIRK'S CORVETTE - MOMENTS LATER

Dirk pulls around and stops a moment. He looks around -- he looks back in
his rearview mirror.

                                    DIRK

                           Fuck -- Fuck -- Fuck.

CUT TO:

176 EXT. STREET NEARBY - THAT MOMENT

Reed is running FULL-SPEED down a residential street, in and out of
backyards and over fences, dodging attack dogs, etc.

CUT TO:

177 INT. RAHAD JACKSON'S HOUSE - THAT MOMENT

RAHAD storms around his house, the SHOTGUN in his hand. The two battered
YOUNG WOMEN are shaking and shivering in a corner --

                                   RAHAD

           What the fuck . . . what the fuck . . . what the fuck.

Rahad rants and raves incoherently, sets down the shotgun for a moment to
take a hit from his crack pipe. A DISCO song is playing LOUDLY and Rahad is
dancing. HOLD, THEN:

ANGLE, A WALL IN THE HOUSE

a red flash hits the wall . . . then a blue flash hits the wall.

ANGLE, RAHAD

he looks at the wall and sees the red-blue flash.

CAMERA DOLLIES IN ON RAHAD. He smiles.

More RED-BLUE FLASHES hit the house and the SOUNDS of POLICE ACTION start
to BUILD . . .

                                   RAHAD

                       It's coming down, coming down.

. . . RAHAD PICKS UP THE SHOTGUN, SMASHES THE WINDOW AND FIRES OFF A SHOT
TOWARDS THE OC POLICE ACTION . . .

. . . OC POLICE FIRE BACK ABOUT ONE MILLION BULLETS THAT RIP INTO RAHAD,
SENDING HIM BACK, STUMBLING ACROSS THE HOUSE, FURTHER AND FURTHER . . .
BULLETS RIP INTO THE TWO GIRLS, KILLING THEM.

OVERHEAD ANGLE, STRAIGHT DOWN:

Rahad's dead body falls next to Todd's dead body . . . a BEAT later, the
Asian Kid finally falls over, face down next to them . . .

QUICK FADE OUT, CUT TO:

178 OMITTED

179 OMITTED

180 INT. DIRK'S CORVETTE - MOVING - NIGHT

HOLD CU. ON DIRK. He's driving fast. Paranoid and freaked. The car starts
to sputter . . . slows . . . Dirk panics when he sees the gas tank . . .
ECU. The Gas Tank Display. The orangle needle is on, "E."

CUT TO:

TITLE CARD: "Fourteen Miles Later"

CUT TO:

181 EXT. STREET/OUTSIDE LOS ANGELES - DAWN (LATER)

Dirk's car is out of gas. He pushes the car off the main boulevard and down
a side street.

CUT TO:

182 EXT. SIDE STREET - THAT MOMENT

Dirk pushes his car down a small cul-de-sac, hops in and pulls the
emergency brake.

He looks around a moment. HOLD. CAMERA DOLLIES IN CLOSE ON HIS FACE. He
looks at the street signs.

OVERHEAD ANGLE, INTERSECTION.

Dirk walks to the middle of the intersection and looks up at the signposts.
It reads, "Troost Street."

He walks down this street, looking at the houses. He walks a full two
blocks down, stops, looks: He's standing in front of his PARENTS HOUSE. It
looks just the same.

A young PAPERBOY rides past and throws the paper, hitting Dirk in the head.
He hesitates, then walks up the steps;

CAMERA MOVES IN SLOWLY ON THE DOOR, LANDS IN A CU. OVER HIS SHOULDER. He
knocks. Moments later . . . the door opens; A young woman in a bathrobe
with a BABY on her hip opens the door. This is SHERYL LYNN, who we met
earlier.

                                SHERYL LYNN

                                    Yes?

                                    DIRK

                                . . . hello.

                                SHERYL LYNN

                              Can I help you?

BEAT.

                                SHERYL LYNN

                            Eddie . . . ? Eddie.

Dirk hesitates a moment, then recognizes Sheryl Lynn.

                                    DIRK

             . . . what are you doing here? Where's my mother?

                                SHERYL LYNN

                    Eddie . . . I can't believe it . . .

                                    DIRK

                   . . . I'm looking for my mother . . .

                   I'm looking for my father and mother.

                                SHERYL LYNN

               Eddie, honey . . . my God . . . you just . . .

                                    DIRK

                     Why are you in this house? I don't

                     want to see you, I want my mother.

                                SHERYL LYNN

                     I live here now. With my husband.

                                    DIRK

                              Where's my mom?

                                SHERYL LYNN

                           You should come in --

BEAT. HOLD CU. ON DIRK.

                                    DIRK

                   No . . . no. Jesus Christ, I know what

                            you're gonna say --

                                SHERYL LYNN

                    Eddie, I can tell you what happened,

                    just let me tell you inside here --

                                    DIRK

                        Just tell me. Just tell me.

                                SHERYL LYNN

                       They passed . . . last May --

The baby starts to cry. Dirk doesn't move;

                                    DIRK

                             . . . how . . . ?

                                SHERYL LYNN

                   Eddie, come inside right now, please.

                                    DIRK

                             YOU TELL ME, LADY.

                                SHERYL LYNN

                    There was no way to find you, to get

             in touch with you. To tell you all these things --

                                    DIRK

                          TELL ME RIGHT NOW, YOU.

                                SHERYL LYNN

                       Eddie, it was out of the blue

                and there was a man and he was speeding and

                      he was drunk and they didn't --

CUT TO:

183 EXT. INTERSECTION - DAY

A little Station Wagon enters the intersection with the right of way but is
IMMEDIATELY AND POWERFULLY CRUNCHED by a SPEEDING MALIBU that barrels into
the intersection.

The STATION WAGON is THROWN fifty yards away. A HORN blows . . .

CAMERA DOES A SLOW DOLLY IN TOWARDS THE STATION WAGON. Dirk's MOTHER and
FATHER are SOAKED IN BLOOD.

CAMERA DOES A SLOW DOLLY IN TOWARDS THE SPEEDING MALIBU. Half in/half
through the windshield of this car is JOHNNY DOE.

QUICK FADE OUT, CUT TO:

184 EXT. DIRK'S HOUSE/TORRANCE - THAT MOMENT

Back to the scene. HOLD ON DIRK.

                                SHERYL LYNN

                     It was just some drunk kid, Eddie.

                                    DIRK

                          -- why do you live here?

                                SHERYL LYNN

                    My husband and I bought this house.

                                    DIRK

                         Why? Why did you do that?

                                SHERYL LYNN

                              Eddie, please --

                                    DIRK

                    This is my house. THIS IS MY HOUSE.

                    What the fuck? What the fuck are you

                    doing here? I don't want to see you,

                 I need to see my mother. I want my mother.

CUT TO:

185 INT. SHERYL LYNN'S HOUSE - MOMENTS LATER

CAMERA HOLDS IN THE KITCHEN. Sheryl Lynn makes breakfast with the baby on
her hip. Her HUSBAND sits nearby in his bathrobe, watching the situation
and keeping quiet.

Dirk is on the phone in the living room. WE HEAR ONLY MUFFLED BITS FROM HIS
CONVERSATION.

                                    DIRK

                                (into phone)

            . . . Scotty. It's Dirk . . . yeah . . . yeah . . .

               lemme talk to him . . . Reed . . . yeah. Yeah.

                                   (beat)

          Are you sure . . . ? Yeah, okay . . . in a little . . .

Dirk hangs up, looks at Sheryl Lynn and her husband.

                                SHERYL LYNN

                           Is everything alright?

Dirk nods. She sets him up with a cup of coffee.

                                SHERYL LYNN

                   You made something of yourself, Eddie.

She smiles, nods, points to the living room.

                                SHERYL LYNN

                  I have all of your tapes . . . I've seen

                  all of your films . . . I knew you'd do

                      something special with it . . .

Dirk looks and sees that she has a collection of about 100 videotapes on a
shelf . . . the Husband looks a little depressed . . . the Baby cries . . .
DOLLY IN A LITTLE ON DIRK.

CUT TO:

186 INT. JACK'S HOUSE - MORNING (LATER)

CAMERA holds on the hallway that looks towards the front door. It opens
slowly and Dirk steps inside. He takes his sunglasses off and stands a
moment.

OC we hear some noises coming from the kitchen. Sounds of someone cooking
something. The SOUND from the television.

A few moments pass and Jack enters the HALLWAY and FRAME. Jack and Dirk
stand a moment, looking at each other in silence. Dirk looks down, fiddles
with his sunglasses, loses it;

                                    DIRK

                          Can you please help me?

HOLD.

CUT TO:

187 INT. JACK'S OFFICE - DAY - MOMENTS LATER

Dirk has broken down in Jack's arms. Jack hugs him and pets his head. AMBER
enters, brings Dirk a glass of water and sits next to them on the couch.
CAMERA DOLLIES IN SLOW.

                                    JACK

                      It's alright, boy. It's alright.

FADE OUT.

188 EXT. DOORWAY - DAY "Sequence "E"

CAMERA holds on a doorway. Buck steps out, dressed in a BREAK DANCER
outfit, looks INTO CAMERA:

                                    BUCK

                       Did I hear somebody say DEALS?

CAMERA CONTINUES BACK TO REVEAL the store front of "BUCK'S SUPER COOL
STEREO STORE," with a huge banner that reads, "Grand Opening."

                                    BUCK

                     This weekend and this weekend only

                  Buck's Super Cool Stereo World is making

                    Super-Cool Deals on ALL name brands.

REVERSE ANGLE: AMBER and KURT LONGJOHN are standing next to a VIDEO CAMERA,
filming a COMMERCIAL for Buck's store.

                                    BUCK

                     We're open, we're ready -- all you

                   need to do is walk over, get down and

                             come inside us --

                                   AMBER

                              Cut. Excellent.

CUT TO:

189 INT. HIGH SCHOOL CLASSROOM - DAY

CAMERA DOLLIES IN ON ROLLERGIRL. She's sitting at a desk, deep in the
middle of taking the GED test. She starts to drift, looking out the window
. . . then back to the test.

CUT TO:

190 INT. BAKERSFIELD RETIREMENT HOME - DAY

CAMERA DOLLIES IN ON BECKY. She's wearing a UNIFORM and working with a
group of OLD FOLKS in the retirement home. She feeds Mr. Brown some soup
and smiles.

CUT TO:

191 INT. JAIL CELL - NIGHT

THE COLONEL sits in a jail cell with a large black man, TYRONE.

                                  COLONEL

                                  Tyrone?

                                   TYRONE

                               Yes, Colonel.

                                  COLONEL

                                  Tell me.

                                   TYRONE

                         You know that I love you.

                                  COLONEL

                         I like hearing you say it.

                                   TYRONE

                    You're my bitch. You always will be.

BEAT. THE CAMERA DOLLIES IN ON THE COLONEL. He smiles.

CUT TO:

192 EXT. HOT TRAXX NIGHTCLUB - DAY

MAURICE is standing out front with his two BROTHERS who are fresh off the
boat . . . they're unveiling a new sign in front of the club -- the sheet
drops to reveal;

"RODRIGUEZ BROTHERS NIGHTCLUB"

CUT TO:

193 INT. NIGHTCLUB/CABARET - NIGHT

CAMERA moves across the small audience to the stage where REED is doing a
MAGIC SHOW. He's wearing a leotard and floating some brass rings in
mid-air. He snaps his fingers and they drops into his hands -- he takes a
bow and does a little dance.

CUT TO:

194 INT. HOSPITAL/DELIVERY ROOM - DAY

CAMERA is HAND-HELD as JESSIE ST. VINCENT is screaming and kicking her way
through labor. BUCK is holding her hand. SCOTTY J. is with them, filming
the whole thing with a VIDEO CAMERA.

                                    BUCK

                     C'mon, honey, c'mon, c'mon, c'mon.

                                   JESSIE

                 JESUS MOTHER FUCKING CHRIST ALMIGHTY HELL.

We hear a BABY pop out, kicking and screaming.

                                   DOCTOR

                       Yes, yes, Jessie. It's a boy.

CUT TO:

End Sequence "E"

195 EXT. JACK'S DRIVEWAY - DAY (June 84)

An EQUIPMENT TRUCK backs up towards CAMERA. ROCKY, SCOTTY J. and KURT
LONGJOHN enter FRAME and lift the back up to reveal; a whole set of VIDEO
EQUIPMENT. They begin to unload it . . .

STEADICAM PULLS BACK and Jack enters FRAME, smiling and walking back into
the house . . . this is one continous shot . . . as he moves through,
interacting with:

MAURICE is cooking some stuff up in the kitchen. Smoke everywhere.

                                    JACK

                      Maurice, honey, turn the fan on.

                                  MAURICE

                          It smells good, though.

                                    JACK

                     It's stinkin' up the whole house.

ROLLERGIRL is skating around, listening to headphones.

                                    JACK

                   Rollergirl, honey, please, I just had

                             the floors redone.

                                 ROLLERGIRL

                                   What?

                                    JACK

                   Your skates on the wood floor, please.

                                 ROLLERGIRL

                                   What?

                                    JACK

                 Are you going deaf? Turn the music down --

                                 ROLLERGIRL

                  Jack, I can't hear a word you're saying.

BUCK is setting up a new audio/video system in Jack's living room. He
explains some technical information about the new format of "compact
discs."

                                    JACK

                 Just do me a favor and make it work, Buck.

                                    BUCK

                  Did I talk to you about the modification

                             you're gonna need?

                                    JACK

                         Don't. Don't do it, Buck.

                                    BUCK

                      Jack -- you stick with the bass

                    you got and it's not gonna be loud.

                                    JACK

                    I don't listen to it loud, alright?

                     I just wanna hear something, okay?

Jack continues out to the POOL AREA. REED is swimming with the BABY. JESSIE
ST. VINCENT is doing an oil painting of them.

                                    JACK

                       Look at this, he's a swimmer!

                                   JESSIE

                               (to the baby)

                   Can you say hello to your Uncle Jack?

                                    JACK

                                (to Jessie)

                  He's not gonna piss in the pool, is he?

                                   JESSIE

                             I don't think so.

JACK walks back in the house, down the hallway, CAMERA PANS to a PICTURE on
the wall of LITTLE BILL then PANS back to Jack,who continues down the hall
into --

AMBER'S BEDROOM.

She's sitting in front of her make-up table. He sits next to her;

                                   AMBER

                               Are we ready?

                                    JACK

                              Plenty of time.

                                   AMBER

                          What are you looking at?

                                    JACK

                      I'm looking at you, my darling.

                                   AMBER

                              You're staring.

BEAT. He leans in, gives her a kiss on the cheek and says;

                                    JACK

                 You're the foxiest bitch I've ever known.

CUT TO:

196 INT. JACK'S HOUSE/BEDROOM - DAY - THAT MOMENT

Dirk is sitting in a jean costume, script in front of him for the new film,
working on the lines. He's cleaned up a bit, hair slicked back. He looks in
the mirror;

                                    DIRK

                     I've been around this block twice

                    looking for something . . . a clue.

                 I've been looking for clues and something

              led me back here . . . yeah . . . so here I am.

                                   (beat)

                         Coulda been me who was at

                Ringo's place when the shit went down . . .

                                   (beat)

               Hey . . . I know how it is . . . cause I been

               there . . . we've all done bad things . . . .

                    We all have those guilty feelings in

                    our hearts . . . you wanna take your

                   brain out of your head and wash it and

                 scrub it and make it clean . . . well no.

                                   (beat)

                  But I'm gonna help you settle this . . .

                                   (beat)

                     First we're gonna check for holes,

                   see what we can find . . . then we're

                   gonna get nice and wet . . . so you're

                        gonna spread your legs . . .

                                   (beat)

                   That's good . . . so you know me, you

                     know my reputation . . . thirteen

                      inches is a tough load, I don't

                    treat you gently . . . That's right:

                             I'm Brock Landers.

                                   (beat)

                     So I'm gonna be nice and I'm gonna

                        ask you one more time . . .

                                   (beat)

                          Where the fuck is Ringo?

Dirk stands up, unzips his pants and lets his cock hang out. He looks at
the REFLECTION of it in the mirror;

                                    DIRK

                    I'm a star, I'm a star, I'm a star.

                     I'm a star. I'm a star, I'm a big

                            bright shining star.

He puts his cock back in his pants, does a final karate kick and walks out
of the room, closing the door behind him.

                                    END

                          NEW LINE CINEMA PRESENTS

                               BOOGIE NIGHTS

                          Written and Directed By

                            PAUL THOMAS ANDERSON

                                Produced By

                                LLOYD LEVIN

                                 JOHN LYONS

                            PAUL THOMAS ANDERSON

                               JOANNE SELLAR

                             Executive Producer

                              LAWRENCE GORDON

                           Co-Executive Producers

                              MICHAEL DE LUCA

                                LYNN HARRIS

                                Co-Producer

                                DANIEL LUPI

                          Director of Photography

                               ROBERT ELSWIT

                            Production Designer

                               BOB ZIEMBICKI

                                   Editor

                               DYLAN TICHENOR

                              Costume Designer

                                MARK BRIDGES

                                  Music By

                                MICHAEL PENN

                                 Casting By

                              CHRISTINE SHEAKS

                                DON CHEADLE

                                   played

                                 Buck Swope

                               HEATHER GRAHAM

                                   played

                                 Rollergirl

                                LUIS GUZMAN

                                   played

                            Maurice TT Rodriguez

                             PHILIP BAKER HALL

                                   played

                               Floyd Gondolli

                           PHILIP SEYMOUR HOFFMAN

                                   played

                                 Scotty J.

                                THOMAS JANE

                                   played

                                Todd Parker

                                 RICKY JAY

                                   played

                               Kurt Longjohn

                              WILLIAM H. MACY

                                   played

                                Little Bill

                               ALFRED MOLINA

                                   played

                               Rahad Jackson

                               JULIANNE MOORE

                                   played

                                Amber Waves

                             NICOLE ARI PARKER

                                   played

                               Becky Barnett

                               JOHN C. REILLY

                                   played

                               Reed Rothchild

                               BURT REYNOLDS

                                   played

                                Jack Horner

                               ROBERT RIDGELY

                                   played

                             The Colonel James

                               MARK WAHLBERG

                                   played

                                Dirk Diggler

                               MELORA WALTERS

                                   played

                             Jessie St. Vincent

                                NINA HARTLEY

                                   played

                             Little Bill's Wife

                                MICHAEL JACE

                                   played

                                   Jerome

                                JACK WALLACE

                                   played

                                   Rocky

                                  JOHN DOE

                                   played

                              Amber's Husband

                               JOANNA GLEASON

                                   played

                               Dirk's Mother

                              LAUREL HOLLOMAN

                                   played

                                Sheryl Lynn

                               JONATHON QUINT

                                   played

                                 Johnny Doe

                              STANLEY DESANTIS

                                   played

                               Buck's Manager

                                Dedicated to

                               ERNIE ANDERSON

                                (1923-1997)

                                Dedicated to

                               ROBERT RIDGELY

                                (1932-1997)

                        A LAWRENCE GORDON PRODUCTION

                 IN ASSOCIATION WITH GHOULARDI FILM COMPANY

                          A.P.T. ANDERSON PICTURE

DANIEL LUPI Unit Production Manager

JOHN WILDERMUTH First Assistant Director

ADAM DRUXMAN Second Assistant Director

                                    CAST

MAURICE T.T. RODRIGUEZ Luis Guzman

JACK HORNER Burt Reynolds

AMBER WAVES Julianne Moore

HOT TRAXX WAITER Rico Bueno

REED ROTHCHILD John C. Reilly

BECKY BARNETT Nicole Ari Parker

BUCK SWOPE Don Cheadle

ROLLERGIRL Heather Graham

EDDIE ADAMS/DIRK DIGGLER Mark Wahlberg

LITTLE BILL William H. Macy

HOT TRAXX CHEF Samson Barkhordarian

LITTLE BILL'S WIFE Nina Hartley

BIG STUD Brad Braeden

DIRK'S MOTHER Joanna Gleason

DIRK'S FATHER Lawrence Hudd

STEREO CUSTOMER Michael Stein

BUCK'S MANAGER Stanley DeSantis

TEACHER Patricia Forte

HIGH SCHOOL/COLLEGE KID Kai Lennox

SHERYL LYNN Laurel Holloman

JOHNNY, LIMO DRIVER Jason Andrews

THE COLONEL JAMES Robert Ridgely

COLONEL'S LADY FRIEND Amber Hunter

YOUNG STUD Greg Lauren

WATCHER #1 Tom Dorfmeister

WATCHER #2 Jake Cross

KURT LONGJOHN Ricky Jay

SCOTTY J. Philip Seymour Hoffman

ROCKY Jack Wallace

HOT TRAXX DJ Selwyn Emerson Miller

COLONEL'S HOT TRAXX GIRLFRIEND Jamielyn Gamboa

BECKY'S GIRLFRIEND Melissa Spell

BECKY'S GIRLFRIEND'S FRIEND Raymond Laboriel

JESSIE ST. VINCENT Melora Walters

AWARDS CEREMONY BAND Jon Brion

Brian Kehew

Robin Sharp

Audrey Wiechman

RAPHAEL Tim 'Stuffy' Soronen

JEROME Michael Jace

FLOYD GONDOLLI Philip Baker Hall

FLOYD'S KIDS (BOYS) Alexander D. Slanger

Thomas Lenk

FLOYD'S KIDS (GIRLS) Lexi Leigh

Laura Gronewald

TODD PARKER Thomas Jane

MUGSY, JACK'S BARTENDER Vernon Guichard II

NEW YEAR'S EVE YOUNG STUD Tony Tedeschi

KC SUNSHINE Leslie Redden

MINISTER Gregory Daniel

JOHNNY DOE Jonathon Quint

NICK, THE ENGINEER Michael Penn

BANK WORKER Don Amendolia

SUMMER/SKYE (JACUZZI GIRLS) Themselves

BURT, STUDIO MANAGER Robert Downey, Sr. (A Prince)

JUDGE Veronica Hart

LAWYER Jack Riley

AMBER'S HUSBAND John Doe

SURFER Cannon Roe

SURFER PUNKS Mike Gunther

Michael Raye Smith

Michael Scott Stencil

DONUT BOY Dustin Courtney

MAN WITH GUN Allan Graf

PUERTO RICAN KID Jose Chaidez

RAHAD'S BODYGUARD B. Philly Johnson

RAHAD JACKSON Alfred Molina

COSMO (RAHAD'S BOY) Joe G.M. Chan

TYRONE Goliath

MAURICE'S BROTHERS Israel Juarbe

George Anthony Rae

DOCTOR Eric Winzenried

HOT TRAXX DANCERS Sharon Ferrol

Anne Fletcher

Scott Fowler

Melanie A. Gage

Eddie Garcia

Sebastian LaCause

Lance MacDonald

Diane Mizota

Nathan Frederic Prevost

Lisa E. Ratzin

Dee Dee Weathers

Darrel W. Wright

Boogie Nights



Writers :   Paul Thomas Anderson
Genres :   Drama


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